[First Quarter 2024 Financial Performance](index=1&type=section&id=First%20Quarter%202024%20Financial%20Performance) EVERTEC reported strong Q1 2024 revenue growth of 28% to $205.3 million, with Adjusted EBITDA and EPS increasing despite a GAAP Net Income decline [Financial Highlights](index=1&type=section&id=First%20Quarter%202024%20Highlights) EVERTEC reported strong Q1 2024 results with revenue up 28% to $205.3 million, Adjusted EBITDA and EPS growth, and a $70 million share repurchase program initiated Q1 2024 Key Financial Metrics vs. Q1 2023 (in millions) | Metric | Q1 2024 | YoY Change | | :--- | :--- | :--- | | Revenue | $205.3 | +28% | | GAAP Net Income | $16.0 | -47% | | GAAP Diluted EPS | $0.24 | -48% | | Adjusted EBITDA | $78.2 | +16% | | Adjusted EPS | $0.72 | +4% | - The company entered into an accelerated share repurchase (ASR) agreement for **$70 million**, which is anticipated to be completed in the third quarter of 2024[7](index=7&type=chunk) - The CEO stated the results reflect the strength of the business in Puerto Rico and successful expansion in Latin America[4](index=4&type=chunk) [Detailed Financial Results](index=1&type=section&id=First%20Quarter%202024%20Results) Q1 2024 revenue grew 28% to $205.3 million, driven by the Sinqia acquisition and organic growth, while GAAP Net Income declined due to higher expenses, and Adjusted EBITDA increased 16% despite margin contraction - Total revenue increased by **28%** to **$205.3 million**, reflecting the contribution from the Sinqia acquisition and organic growth, with strong sales volume driving Merchant acquiring revenue and Payments Puerto Rico benefiting from transaction growth and ATH Movil Business[4](index=4&type=chunk) - GAAP Net Income attributable to common shareholders decreased by **$14.1 million** to **$16.0 million**, primarily due to increased interest expense from debt for the Sinqia acquisition and higher depreciation and amortization expense[5](index=5&type=chunk) - Adjusted EBITDA increased by **$11.0 million** to **$78.2 million**, though the Adjusted EBITDA margin decreased by approximately **390 basis points** to **38.1%**, reflecting the impact of the lower-margin Sinqia acquisition[6](index=6&type=chunk) - Adjusted Net Income rose to **$48.0 million** from **$45.6 million** in the prior year, and Adjusted EPS increased to **$0.72** from **$0.69**, driven by higher adjusted net income but partially offset by a higher share count from the Sinqia acquisition[7](index=7&type=chunk)[8](index=8&type=chunk) [Share Repurchase Program](index=2&type=section&id=Share%20Repurchase) In Q1 2024, EVERTEC repurchased **1.5 million** shares of common stock at an average price of **$37.92** per share as part of its ASR program - In Q1 2024, the Company repurchased **1.5 million** shares of its common stock[9](index=9&type=chunk) - The average repurchase price was **$37.92** per share, as part of the Company's ASR[9](index=9&type=chunk) [2024 Full-Year Outlook](index=2&type=section&id=2024%20Outlook) EVERTEC projects 2024 full-year consolidated revenue between **$846 million** and **$854 million**, with Adjusted EPS expected to range from **$2.85** to **$2.94** [2024 Financial Outlook](index=2&type=section&id=2024%20Financial%20Outlook) For 2024, EVERTEC projects consolidated revenue of **$846 million** to **$854 million** and Adjusted EPS of **$2.85** to **$2.94**, alongside **$80 million** in capital expenditures and a **6% to 7%** effective tax rate Full-Year 2024 Guidance (in millions, except EPS) | Metric | 2024 Outlook | YoY Growth vs. 2023 | | :--- | :--- | :--- | | Total Consolidated Revenue | $846M - $854M | 22% to 23% | | Adjusted EPS | $2.85 - $2.94 | 1% to 4% | | Capital Expenditures | ~$80M | N/A | | Effective Tax Rate | ~6% to 7% | N/A | [Financial Statements](index=5&type=section&id=Financial%20Statements) The financial statements detail Q1 2024 performance, showing revenue growth but a decline in net income, alongside changes in balance sheet composition and cash flow activities [Consolidated Statements of Income](index=5&type=section&id=Schedule%201%3A%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20%28Loss%29%20Income) Q1 2024 revenues increased to **$205.3 million**, but higher operating costs, especially tripled interest expense, led to a decline in income from operations and net income attributable to common stockholders Q1 2024 Statement of Income (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenues | $205,318 | $159,814 | | Income from operations | $32,803 | $40,090 | | Interest expense | $(19,939) | $(5,643) | | Net income attributable to common stockholders | $15,979 | $30,052 | | Diluted EPS | $0.24 | $0.46 | [Consolidated Balance Sheets](index=6&type=section&id=Schedule%202%3A%20Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets decreased slightly to **$1.996 billion**, while total liabilities increased to **$1.445 billion**, resulting in a decrease in total equity to **$511 million** Balance Sheet Summary (in thousands) | Metric | March 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total current assets | $562,999 | $561,354 | | Goodwill | $777,932 | $791,700 | | Total assets | $1,996,486 | $2,060,263 | | Total current liabilities | $354,432 | $298,313 | | Long-term debt | $941,717 | $946,816 | | Total liabilities | $1,444,589 | $1,424,887 | | Total equity | $511,239 | $598,408 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Schedule%203%3A%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2024 net cash from operations decreased to **$36.0 million**, while investing activities used **$22.0 million**, and financing activities used **$16.4 million** due to share repurchases and debt movements Cash Flow Summary for Three Months Ended March 31 (in thousands) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $35,975 | $54,511 | | Net cash used in investing activities | $(21,994) | $(36,637) | | Net cash used in financing activities | $(16,350) | $(40,579) | | Net increase in cash, cash equivalents, and restricted cash | $(6,137) | $(22,980) | [Segment Information](index=9&type=section&id=Schedule%204%3A%20Unaudited%20Segment%20Information) In Q1 2024, the Latin America Payments and Solutions segment led revenue growth, more than doubling to **$74.2 million** due to the Sinqia acquisition, with all segments showing revenue increases and varied Adjusted EBITDA performance Segment Revenue and Adjusted EBITDA (in thousands) | Segment | Q1 2024 Revenue | Q1 2023 Revenue | Q1 2024 Adj. EBITDA | Q1 2023 Adj. EBITDA | | :--- | :--- | :--- | :--- | :--- | | Payment Services - Puerto Rico & Caribbean | $53,031 | $48,429 | $30,352 | $27,875 | | Latin America Payments and Solutions | $74,216 | $35,317 | $16,297 | $10,355 | | Merchant Acquiring, net | $43,099 | $40,347 | $16,220 | $15,626 | | Business Solutions | $58,128 | $55,695 | $23,039 | $22,367 | [Non-GAAP Financial Measures and Reconciliations](index=2&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) This section explains the company's use of non-GAAP financial measures and provides detailed reconciliations to their GAAP equivalents for both historical results and future outlook [Explanation of Non-GAAP Measures](index=2&type=section&id=Use%20of%20Non-GAAP%20Financial%20Information) The company utilizes non-GAAP measures like EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to supplement GAAP results, providing a clearer view of operational performance by excluding non-cash and unusual items - Management uses non-GAAP measures, including **EBITDA**, **Adjusted EBITDA**, **Adjusted Net Income**, and **Adjusted Earnings per common share**, as they are believed to be pertinent to daily operations and are frequently used by industry stakeholders for evaluation[12](index=12&type=chunk) - Adjusted EBITDA excludes items like share-based compensation, M&A-related fees, and unrealized foreign currency gains/losses[15](index=15&type=chunk) - Adjusted Net Income is used to measure overall profitability by excluding non-cash amortization and depreciation from M&A activity, among other adjustments[16](index=16&type=chunk)[18](index=18&type=chunk) [Reconciliation of GAAP to Non-GAAP Results](index=10&type=section&id=Schedule%205%3A%20Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Operating%20Results) Q1 2024 GAAP Net Income of **$16.4 million** was reconciled to an Adjusted Net Income of **$48.0 million**, with key adjustments leading to a Non-GAAP Diluted EPS of **$0.72** compared to GAAP EPS of **$0.24** Reconciliation of Net Income to Adjusted Net Income (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net income (GAAP) | $16,387 | $30,063 | | EBITDA | $67,699 | $56,823 | | Adjusted EBITDA | $78,177 | $67,135 | | Adjusted net income (Non-GAAP) | $48,004 | $45,587 | Reconciliation of Diluted EPS (GAAP to Non-GAAP) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Diluted EPS (GAAP) | $0.24 | $0.46 | | Adjusted Diluted EPS (Non-GAAP) | $0.72 | $0.69 | [Reconciliation of GAAP to Non-GAAP Outlook](index=11&type=section&id=Schedule%206%3A%20Outlook%20Summary%20and%20Reconciliation%20to%20Non-GAAP%20Adjusted%20Earnings%20per%20Common%20Share) EVERTEC's 2024 full-year outlook projects GAAP EPS between **$1.46** and **$1.60**, with adjustments leading to a Non-GAAP Adjusted EPS range of **$2.85** to **$2.94** 2024 EPS Outlook Reconciliation (GAAP to Non-GAAP) | Metric | Low End | High End | | :--- | :--- | :--- | | **EPS (GAAP)** | **$1.46** | **$1.60** | | Share-based comp, non-cash equity earnings & other | $0.77 | $0.77 | | M&A related depreciation and amortization | $0.71 | $0.69 | | Non-cash interest expense | $0.05 | $0.04 | | Tax effect of non-gaap adjustments | $(0.09) | $(0.10) | | Non-controlling interest | $(0.05) | $(0.06) | | **Total adjustments** | **$1.39** | **$1.34** | | **Adjusted EPS (Non-GAAP)** | **$2.85** | **$2.94** | [Other Information](index=2&type=section&id=Other%20Information) This section provides an overview of the company's business and highlights key forward-looking statements and associated risk factors [About the Company](index=2&type=section&id=About%20Evertec) EVERTEC, Inc. is a leading full-service transaction processor and financial technology provider operating the ATH® network across Latin America, Puerto Rico, and the Caribbean - EVERTEC is a leading full-service transaction processor and financial technology provider in Latin America, Puerto Rico, and the Caribbean[11](index=11&type=chunk) - The company owns and operates the **ATH® network**, one of the leading PIN debit networks in Latin America, and processes approximately **six billion** transactions annually[11](index=11&type=chunk) [Forward-Looking Statements & Risk Factors](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to risks including reliance on Popular, Inc., technology infrastructure, cybersecurity threats, regulatory changes, economic instability, and Sinqia acquisition integration - The earnings release contains forward-looking statements regarding financial guidance and future events, which are not historical facts and are subject to risks[19](index=19&type=chunk) - Significant risks include reliance on Popular, Inc., security of processing systems, client consolidation, the market position of the ATH network, and regulatory changes[20](index=20&type=chunk) - Other material risks involve the geographical concentration in Puerto Rico, political and economic instability in Latin America, cybersecurity threats, and the inability to successfully integrate the Sinqia acquisition[21](index=21&type=chunk)

SAN JUAN, Puerto Rico--(BUSINESS WIRE)--EVERTEC, Inc. (NYSE: EVTC) (“Evertec” or the “Company”) today announced that it has entered into an Accelerated Share Repurchase (ASR) agreement with Bank of America, N.A. by which the Company will repurchase $70 million of its common stock. The ASR is expected to be completed by the third quarter of 2024. Additionally, the Company's Board of Directors approved an increase to the share repurchase authorization to an aggregate $220 million and an extension to the expi ...

Evertec (EVTC) reported $194.62 million in revenue for the quarter ended December 2023, representing a year-over-year increase of 20.3%. EPS of $0.62 for the same period compares to $0.65 a year ago.The reported revenue compares to the Zacks Consensus Estimate of $179.86 million, representing a surprise of +8.21%. The company delivered an EPS surprise of -4.62%, with the consensus EPS estimate being $0.65.While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall S ...

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------|-----------------------------------------------|--------|-----------------------------------------|-------|---------------------------|--------------------------------------|----------------------|----------|-------|------------------------|-------|---------| | | Payment Services - Puerto Rico & \nCaribbean | | Latin America Payments and \nSolutions | | Merchant \nAcquiring, net | Three months ended December 31, 2023 | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-35872 EVERTEC, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 66-0783622 (State or other jurisdiction of incorporation or organization) C ...

Exhibit 99.1 EVERTEC REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS ANNOUNCES 2024 OUTLOOK SAN JUAN, PUERTO RICO – February 28, 2024 – EVERTEC, Inc. (NYSE: EVTC) ("Evertec" or the "Company") today announced results for the fourth quarter and full year ended December 31, 2023. Fourth Quarter 2023 Highlights and Recent Highlights Full Year 2023 Highlights Mac Schuessler, President and Chief Executive Officer stated "We are pleased to deliver another year of strong results as we continue to execute in our c ...

SAN JUAN, Puerto Rico--(BUSINESS WIRE)--EVERTEC, Inc. (NYSE: EVTC) (“EVERTEC” or the “Company”) today announced that its Board of Directors (the “Board”) declared a regular quarterly dividend of $0.05 per share on February 15, 2024 to be paid on March 15, 2024 to stockholders of record as of February 27, 2024. EVERTEC’s Board anticipates declaring this dividend in future quarters on a regular basis; however, future declarations are subject to the Board's approval and may be adjusted as business needs or ma ...

EVERTEC, Inc. (NYSE:EVTC) Q3 2023 Earnings Conference Call October 26, 2023 4:30 PM ET Company Participants Beatriz Brown-Sáenz - Investor Relations Mac Schuessler - President and Chief Executive Officer Joaquin Castrillo - Chief Financial Officer Conference Call Participants Vasundhara Govil - Keefe, Bruyette, & Woods, Inc. John Davis - Raymond James Nate Svensson - Deutsche Bank Bob Napoli - William Blair James Faucette - Morgan Stanley James Friedman - Susquehanna Financial Group Operator Hello, and we ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-35872 EVERTEC, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Puerto Rico 66-0783622 (State or other juris ...

[Part I. Financial Information](index=6&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) Condensed Consolidated Balance Sheet Highlights (As of June 30, 2023) | Metric | June 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $393,888 | $389,129 | | **Total Assets** | $1,171,633 | $1,131,743 | | **Total Current Liabilities** | $198,930 | $208,410 | | **Total Liabilities** | $633,491 | $656,995 | | **Total Equity** | $538,142 | $474,748 | Condensed Consolidated Statements of Income Highlights (in thousands) | Metric | Q2 2023 | Q2 2022 | 6 Months 2023 | 6 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $167,076 | $160,571 | $326,890 | $310,819 | | **Income from Operations** | $34,773 | $46,647 | $74,863 | $92,692 | | **Net Income** | $28,050 | $33,556 | $58,113 | $72,422 | | **Diluted EPS** | $0.43 | $0.47 | $0.89 | $1.00 | Condensed Consolidated Statements of Cash Flows Highlights (Six months ended June 30) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $126,238 | $129,902 | | **Net cash used in investing activities** | $(58,371) | $(46,192) | | **Net cash used in financing activities** | $(58,623) | $(58,796) | [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents EVERTEC, Inc.'s unaudited condensed consolidated financial statements and notes for Q2 and H1 2023 [Note 2 – Business Acquisition](index=15&type=section&id=Note%202%20%E2%80%93%20Business%20Acquisition) The company acquired paySmart in Brazil for approximately $25 million, expanding its footprint and product offerings - The company acquired 100% of paySmart in Brazil for approximately **$25 million** on February 16, 2023[33](index=33&type=chunk) Preliminary Fair Value of Assets Acquired and Liabilities Assumed (in thousands) | Category | Amount | | :--- | :--- | | Total assets acquired | $79,655 | | Total liabilities assumed | $55,382 | | Preliminary goodwill | $8,292 | [Note 6 – Debt and Short-Term Borrowings](index=18&type=section&id=Note%206%20%E2%80%93%20Debt%20and%20Short-Term%20Borrowings) The company's debt includes a $404.6 million Term Loan Facility and $194.0 million available Revolving Facility, with interest rate swaps mitigating risk - The Term Loan Facility's unpaid principal balance was **$404.6 million** at June 30, 2023, with **$194.0 million** available under the Revolving Facility[48](index=48&type=chunk) Interest Rate Swap Agreements (as of June 30, 2023) | Swap Agreement | Notional Amount | Maturity Date | Fixed Rate | | :--- | :--- | :--- | :--- | | 2018 Swap | $250 million | November 2024 | 2.929% | | 2023 Swap | $250 million | December 2027 | 3.375% | [Note 10 – Revenues](index=21&type=section&id=Note%2010%20%E2%80%93%20Revenues) Revenue disaggregation shows significant concentration with Popular, Inc. (37% in H1 2023) and $944.5 million in remaining performance obligations - Revenue concentration with Popular, Inc. was **37%** of total revenues for the first six months of 2023, down from **42%** in 2022[64](index=64&type=chunk) - The estimated transaction price for remaining performance obligations as of June 30, 2023, is **$944.5 million**, expected over 1 to 6 years[68](index=68&type=chunk) [Note 16 – Segment Information](index=25&type=section&id=Note%2016%20%E2%80%93%20Segment%20Information) The company reports four segments, with Payment Services showing revenue growth in Q2 2023, while Business Solutions declined Segment Revenues (Three Months Ended June 30) | Segment | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Payment Services - Puerto Rico & Caribbean | $50,795 | $46,078 | | Payment Services - Latin America | $39,076 | $30,784 | | Merchant Acquiring, net | $41,248 | $38,539 | | Business Solutions | $56,971 | $64,690 | Segment Adjusted EBITDA (Three Months Ended June 30) | Segment | 2023 (in thousands) | 2022 (in thousands) | | :--- | :--- | :--- | | Payment Services - Puerto Rico & Caribbean | $29,183 | $23,875 | | Payment Services - Latin America | $14,060 | $10,234 | | Merchant Acquiring, net | $15,643 | $17,534 | | Business Solutions | $23,374 | $29,835 | [Note 17 – Subsequent Events](index=31&type=section&id=Note%2017%20%E2%80%93%20Subsequent%20Events) Post-quarter, the company declared a $0.05 per share dividend and agreed to acquire Sinqia S.A. in Brazil for $600 million financing - On July 20, 2023, the company entered a Merger Agreement to acquire Sinqia S.A. in Brazil, expected to close in Q4 2023[107](index=107&type=chunk) - The company declared a quarterly cash dividend of **$0.05 per share**, payable on September 1, 2023[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 and H1 2023 financial results, noting 4% revenue growth, a 25% decline in operating income due to higher SG&A, and the pending Sinqia acquisition Q2 2023 vs Q2 2022 Performance Summary | Metric | Q2 2023 (in thousands) | Q2 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Revenues** | $167,076 | $160,571 | 4% | | **Cost of Revenues** | $80,452 | $74,313 | 8% | | **SG&A Expenses** | $29,522 | $20,051 | 47% | | **Income from Operations** | $34,773 | $46,647 | (25)% | - The increase in Q2 2023 SG&A expenses was primarily driven by higher professional fees related to corporate transactions and increased personnel costs[129](index=129&type=chunk) - The company's relationship with Popular, Inc. accounted for approximately **37%** of revenues for the six months ended June 30, 2023[116](index=116&type=chunk) - On July 20, 2023, the company agreed to acquire Sinqia S.A. in Brazil, expected to close in Q4 2023, financed by cash and **$600 million** in committed debt[117](index=117&type=chunk)[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from interest rate fluctuations (e.g., 100 bps increase raises annual interest by $2.6 million) and foreign exchange volatility, mitigated by interest rate swaps - A hypothetical **100 basis point** increase in interest rates on variable-rate debt would increase annual interest expense by approximately **$2.6 million**[184](index=184&type=chunk) - The company recognized a non-cash unrealized foreign currency remeasurement loss of **$4.5 million** for H1 2023, compared to a **$0.9 million** gain in the prior-year period[188](index=188&type=chunk) - The company utilizes an interest rate swap agreement to convert a portion of its variable-rate debt to a fixed rate, hedging against interest rate risk[185](index=185&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of the end of the report period[190](index=190&type=chunk) - No material changes occurred during the fiscal quarter affecting the company's internal control over financial reporting[191](index=191&type=chunk) [Part II. Other Information](index=48&type=section&id=Part%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, but management expects no material adverse effect on financial condition or operations - Management does not expect liabilities from ongoing legal proceedings to have a material adverse effect on the company's financial condition or results of operations[194](index=194&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight challenges and uncertainties related to acquisitions, especially the pending Sinqia merger, including integration difficulties and potential non-completion - The company faces acquisition risks, including integration challenges, management distraction, and business disruption, particularly with the pending Sinqia transaction[197](index=197&type=chunk) - There is no assurance that the Sinqia transaction will be completed or that expected benefits like earnings accretion and revenue synergies will be realized[200](index=200&type=chunk)[202](index=202&type=chunk) - Failure to complete the Sinqia transaction could adversely affect the company's business and stock price due to unrecoverable costs and negative market perception[201](index=201&type=chunk) [Item 2. Issuer Purchases of Equity Securities](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20in%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company repurchased 268,398 shares in Q2 2023 and increased its stock repurchase program authorization to $150 million, extending it to December 31, 2024 Share Repurchases (Q2 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | June 2023 | 268,398 | $35.64 | - The Board increased the stock repurchase program authorization to **$150 million** and extended it to December 31, 2024[203](index=203&type=chunk) [Other Disclosures (Items 3, 4, 5 & 6)](index=49&type=section&id=Items%203%2C%204%2C%205%20%26%206) This section confirms standard corporate disclosures, including no defaults on senior securities, non-applicability of mine safety, no other material information, and a list of filed exhibits - Item 3: No defaults upon senior securities were reported[204](index=204&type=chunk) - Item 4: Mine safety disclosures are not applicable to the company[205](index=205&type=chunk) - Item 6: A list of exhibits filed with the Form 10-Q is included, such as the Merger Agreement for Sinqia and CEO/CFO certifications[209](index=209&type=chunk)