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Nuvei Announces Fourth Quarter and Fiscal 2023 Results

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Nuvei reports in U.S. dollars and in accordance with International Financial Reporting Standards (“IFRS”)

MONTREAL, March 5, 2024 /PRNewswire/ — Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today reported its financial results for the three months and year ended December 31, 2023. The Company’s results are also included in a quarterly shareholder letter which can be found in the “Events and presentations” and “Financial information” sections of the Company’s Investor Relations website at https://investors.nuvei.com

Financial Highlights for the Three Months Ended December 31, 2023

Total volume(a) increased by 53% to $61.8 billion from $40.3 billion;Organic total volume growth at constant currency(a) was 19% with Organic total volume at constant currency(a) increasing to $47.9 billion from $40.3 billion;Revenue increased 46% to $321.5 million from $220.3 million;Revenue growth at constant currency(b) was 44% with Revenue at constant currency(b) increasing to $316.6 million from $220.3 million;Organic revenue growth at constant currency(b) was 7% with Organic revenue at constant currency(b) increasing to $235.3 million from $220.3 million;Net income increased by 51% to $14.1 million from net income of $9.4 million;Net income margin increased to 4.4% from 4.2% and increased sequentially from a net loss margin of 5.9% in the three months ended September 30, 2023;Adjusted EBITDA(b) increased by 40% to $120.1 million from $85.7 million;Adjusted EBITDA margin(b) decreased to 37.3% from 38.9% and increased sequentially from 36.3% in the three months ended September 30, 2023;Adjusted net income(b) increased by 1% to $68.6 million from $68.0 million;Net income per diluted share increased by 39% to $0.08 from $0.06;Adjusted net income per diluted share(b) was unchanged at $0.47; and,Adjusted EBITDA less capital expenditures(b) increased by 48% to $105.2 million from $71.2 million.

Financial Highlights for the Year Ended December 31, 2023

Total volume(a) increased by 59% to $203.0 billion from $127.7 billion;Organic total volume growth at constant currency(a) was 23% with Organic total volume at constant currency(a) increasing to $156.5 billion from $127.7 billion;Revenue increased 41% to $1,189.9 million from $843.3 million;Revenue growth at constant currency(b) was 41% with Revenue at constant currency(b) increasing to $1,186.5 million from $843.3 million;Organic revenue growth at constant currency(b) was 9% with Organic revenue at constant currency(b) increasing to $922.0 million from $843.3 million;Net loss was $0.7 million compared to net income of $62.0 million;Results include an increase in net finance cost of $102.9 million mainly related to amounts drawn under the Company’s credit facilities;Net loss margin was 0.1% compared to a net income margin of 7.3%;Adjusted EBITDA(b) increased by 24% to $437.3 million from $351.3 million;Adjusted EBITDA margin(b) has decreased to 36.8% from 41.7%;Adjusted net income(b) decreased by 10% to $247.9 million from $274.2 million;Net loss per share was $0.06 compared to net income per diluted share of $0.39;Adjusted net income per diluted share(b) decreased by 9% to $1.69 from $1.86;Adjusted EBITDA less capital expenditures(b) increased by 26% to $382.3 million from $303.0 million;Share repurchases totaled 1,350,000 shares for total cash consideration of $56 million;Cash dividends declared and paid totaled $27.9 million; and,The Company repaid $127.8 million in long term debt, lowering its combined leverage ratio(b) to 2.5x as at December 31, 2023.

(a) Total volume and Organic total volume at constant currency do not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”.

(b) Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, organic revenue at constant currency, organic revenue growth at constant currency, Adjusted net income, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures and combined leverage ratio are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

 

Revenue by channel

The Company distributes its products and technology through three sales channels: (i) Global commerce, (ii) Business-to-business (“B2B”), government and independent software vendors (“ISV”), and (iii) Small and medium-sized businesses (“SMB”):Global commerce revenue increased 12% year over year on a pro forma basis(g), to $181 million and represented 56% of total revenue in the fourth quarter.B2B, government and ISV revenue increased 19% year over year on a pro forma basis(g), to $59 million and represented 18% of total revenue in the fourth quarter.SMB revenue increased 2% year over year on a pro forma(g) basis, to $82 million and represented 26% of total revenue in the fourth quarter.In summary, total revenue increased 11% year over year on a pro forma(g) basis in the fourth quarter.

Revenue by region

On a regional basis, revenue increased across all geographies. In North America (“NA”), Europe, Middle East, and Africa (“EMEA”), Latin America (“LATAM”), and Asia Pacific (“APAC”), revenue increased by 99%, 9%, 19% and 28% respectively for the fourth quarter. In NA, EMEA, LATAM, APAC, revenue increased 91%, 5%, 55% and 5%, respectively for the year ended December 31, 2023.

Cash Dividend

Nuvei today announced that its Board of Directors has authorized and declared a cash dividend of $0.10 per subordinate voting share and multiple voting share, payable on April 4, 2024 to shareholders of record as of March 19, 2024. The aggregate amount of the dividend is expected to be approximately $14 million, to be funded from the Company’s existing cash on hand.

The Company, for the purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation, designates the dividend declared for the quarter ended December 31, 2023, and any future dividends, to be eligible dividends. The Company further expects to report such dividend as a dividend to U.S. shareholders for U.S. federal income tax purposes. Subject to applicable limitations, dividends paid to certain non-corporate U.S. shareholders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains. A U.S. shareholder should talk to its advisor regarding such dividend, including with respect to the “extraordinary dividend” provisions of the Internal Revenue Code (US).

The declaration, timing, amount and payment of future dividends remain at the discretion of the Board of Directors, as more fully described under the heading “Forward-Looking Information” of this press release.

Financial Outlook(d)

For the three months ending March 31, 2024 and the fiscal year ending December 31, 2024, Nuvei anticipates Total volume(a), Revenue, Revenue at constant currency(b) and Adjusted EBITDA(b) to be in the ranges below. The financial outlook includes the acquisition of Till Payments from the date of acquisition (January 5, 2024).

Total volumes quarter-to-date have been encouraging.  Nevertheless, the Company has taken a prudent approach to building its financial outlook for the current year, weighing optimism for its business and prospects against macro uncertainties, and applying more rigor around expected timing for new customer implementations throughout the year

Nuvei generally expects for its underlying quarterly revenue growth rates and Adjusted EBITDA margins to ramp up throughout the year, with an objective to exit the year in line with the Company’s medium-term revenue growth target of 15 – 20%. While there are near-term Adjusted EBITDA margin implications as the Company integrates Till Payments, Nuvei is focused on achieving breakeven or better on the acquisition before year-end.

Normalizing for the acquisition, the Company’s underlying Adjusted EBITDA margin expectation is between 36 – 37% for the three months ending March 31, 2024, which is consistent with the exit rate for the three months ending December 31, 2023.

The financial outlook, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and is fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

Three months ending
March 31,

Year ending December
31,

2024

2024

Forward-looking

Forward-looking

(In US dollars)

$

$

Total volume(a) (in billions)

57 – 58

246 – 252

Revenue (in millions)

322 – 330

1,340 – 1,380

Revenue at constant currency(b) (in millions)

322 – 330

1,338 – 1,378

Adjusted EBITDA(b) (in millions)

110 – 116

480 – 510

 

Growth Targets

Nuvei’s medium-term(e) annual growth target for revenue, as well as its medium-term(e) target for capital expenditures (acquisition of intangible assets and property and equipment) as a percentage of revenue and long-term(e) target for Adjusted EBITDA margin(c), are shown in the table below.  In addition, the Company believes it has a defined path to accelerate the growth in its B2B, government and ISV channel(c) to 20%-plus over the medium term(e). Furthermore, the Company believes its scaled global platform has reached an inflection point whereby it can continue to expand Adjusted EBITDA margin(c). Nuvei’s targets are intended to provide insight into the execution of its strategy as it relates to growth, profitability and cash generation.   These medium(e) and long-term(e) targets should not be considered as projections, forecasts or expected results but rather goals that we seek to achieve from the execution of our strategy over time, and at a further stage of business maturity, through geographic expansion, product innovation, growing wallet share with existing customers and new customer wins, as more fully described under the heading “Summary of Factors Affecting our Performance” of our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations. These growth targets, including the various underlying assumptions, constitute forward-looking information within the meaning of applicable securities laws and are fully qualified and based on a number of assumptions and subject to a number of risks described under the headings “Forward-Looking Information” and “Financial Outlook and Growth Targets Assumptions” of this press release. We will review and revise these growth targets as economic, market and regulatory environments change.

Growth Targets

Revenue

15% – 20% annual year-over-year growth in the medium-term(e)

Adjusted EBITDA margin(b)

50%+ over the long-term(e)

Capital expenditures(f)

4% – 6% of Revenue over the medium-term(e)

 

This is the performance of the Company with respect to these metrics over the last three years:

(in US dollars except the percentages)

2021

2022

2023

Revenue (in thousands)

724,526

843,323

1,189,893

Revenue annual year-over-year growth (%)

93 %

16 %

41 %

Adjusted EBITDA(b) (in thousands)

317,234

351,317

437,341

Adjusted EBITDA margin(b) (%)

43.8 %

41.7 %

36.8 %

Capital expenditures(f) (in thousands)

27,169

48,322

55,080

Capital expenditures(f) as a percentage of revenue (%)

3.7 %

5.7 %

4.6 %

 

In addition, for the year ended December 31, 2023, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency(b) was 17% and pro forma B2B, government and ISV channel revenue growth(g) was 16%.

(a) Total volume does not represent revenue earned by the Company, but rather the total dollar value of transactions processed by merchants under contractual agreement with the Company. See “Non-IFRS and Other Financial Measures”, including the definition of Nuvei pro forma revenue growth, on an aggregate basis and by channel.

(b) Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, Organic revenue excluding digital assets and cryptocurrencies at constant currency, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency, Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA less capital expenditures are non-IFRS measures and non-IFRS ratios. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. See “Non-IFRS and Other Financial Measures”.

(c) In its Global commerce channel, the Company supports mid-market to large enterprise customers across multiple verticals with domestic, regional, international, and cross-border payments; leveraging its deep industry expertise and utilizing its modern scalable modular technology stack that is purpose-built for businesses whose operations span multi-location, multi-country, and multi-currency. In its B2B, government and ISV channel, the Company embeds its global payment capabilities and proprietary software into enterprise resource planning (“ERP”) solutions and software platforms. The Company’s SMB channel consists of its North American based traditional SMB customers that utilize Nuvei for card acceptance.

(d) Other than with respect to revenue and capital expenditures as a percentage of revenue, the Company only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking revenue at constant currency (non-IFRS), Organic revenue growth excluding digital assets and cryptocurrencies at constant currency (non-IFRS) to revenue, and Adjusted EBITDA (non-IFRS) to net income (loss) due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation such as predicting the future impact and timing of acquisitions and divestitures, foreign exchange rates and the volatility in digital assets. In periods where significant acquisitions or divestitures are not expected, the Company believes it might have a basis for forecasting the IFRS equivalent for certain costs, such as employee benefits, commissions and depreciation and amortization. However, because other deductions such as share-based payments, net finance costs, gain (loss) on financial instruments carried at fair market value and current and deferred income taxes used to calculate projected net income (loss) can vary significantly based on actual events, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss). The amount of these deductions may be material and, therefore, could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA (non-IFRS). These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. See the risk and assumptions described under the headings “Forward-looking information” and “Financial Outlook and Growth Targets Assumptions” of this press release.

(e) The Company defines “Medium-term” as between three and five years and “long-term” as five to seven years.

(f) Capital expenditures means acquisition of property and equipment and acquisition of intangible assets.

(g) Pro forma revenue growth by channel is calculated as (i) Nuvei’s reported revenue for the relevant channel for the three months and year ended December 31, 2023 divided by (ii) Nuvei pro forma revenue for the relevant channel for the three months and year ended December 31, 2022. Nuvei pro forma revenue for the three months and year ended December 31, 2022 consists of (x) Nuvei’s reported revenue for the relevant channel for the three months and year ended December 31, 2022, plus (y) Paya’s reported revenue for the three months and year ended December 31, 2022, net of interchange fees in order to align with Nuvei’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statements under IFRS. See “Supplemental Financial Measures” for more detail.

 

Conference Call Information

Nuvei will host a conference call to discuss its fourth quarter financial results Wednesday, March 6, 2024 at 8:30 am ET. Hosting the call will be Philip Fayer, Chair and CEO, and David Schwartz, CFO.

The conference call will be webcast live from the Company’s investor relations website at https://investors.nuvei.com under the “Events & presentations” section. A replay will be available on the investor relations website following the call. The Company’s results are also included in a quarterly shareholder letter posted in the “Events & presentations” and “Financial information” sections of its investor relation website at https://investors.nuvei.com

The conference call can also be accessed live over the phone by dialing 877-425-9470 (US/Canada toll-free), or 201-389-0878 (international). A replay will be available one hour after the call and can be accessed by dialing 844-512-2921 (US/Canada toll-free), or 412-317-6671 (international); the conference ID is 13743233. The replay will be available through Wednesday, March 20, 2024.

About Nuvei

Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 50 markets, 150 currencies and 680 alternative payment methods, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration.

For more information, visit www.nuvei.com

Non-IFRS and Other Financial Measures

Nuvei’s Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The information presented in this press release includes non-IFRS financial measures, non-IFRS financial ratios and supplementary financial measures, namely Adjusted EBITDA, Paya Adjusted EBITDA, Adjusted EBITDA margin, Revenue at constant currency, Revenue growth at constant currency, Organic Revenue at constant currency, Organic revenue growth at constant currency, Organic revenue excluding digital assets and cryptocurrencies at constant currency, Organic revenue growth excluding digital assets and cryptocurrencies at constant currency, Nuvei pro forma revenue and Nuvei pro forma revenue growth, Combined trailing twelve months Adjusted EBITDA, Combined leverage ratio, Adjusted net income, Adjusted net income per basic share, Adjusted net income per diluted share, Adjusted EBITDA less capital expenditures, Adjusted EBITDA less capital expenditures conversion, Total volume, Organic total organic volume at constant currency and eCommerce volume. These measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from our perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial statements reported under IFRS. These measures are used to provide investors with additional insight of our operating performance and thus highlight trends in Nuvei’s business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures in the evaluation of issuers. We also use these measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. We believe these measures are important additional measures of our performance, primarily because they and similar measures are used widely among others in the payment technology industry as a means of evaluating a company’s underlying operating performance.

The information in this press release also includes a non-U.S. GAAP financial measure, namely Paya Adjusted EBITDA, for periods prior to Nuvei’s acquisition of Paya on February 22, 2023. This measure is not a recognized measure under U.S. GAAP and does not have standardized meaning prescribed by U.S. GAAP and therefore may not be comparable to similar measures presented by other companies, including Nuvei’s. Rather, this measure is provided as additional information to complement U.S. GAAP measures by providing further understanding of Paya’s results of operations. Prior to its acquisition by Nuvei, Paya’s financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and Paya Adjusted EBITDA has been derived from Paya’s annual or interim financial statements for the period prior to the acquisition. IFRS differs in certain material respects from U.S. GAAP. Paya adjusted EBITDA presented in this press release has not been adjusted to give effect to the differences between U.S. GAAP and IFRS or to accounting policies that comply with IFRS and as applied by Nuvei, nor has such financial information been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB, and thus may not be directly comparable to Nuvei’s presentation of Adjusted EBITDA. However, we have assessed the differences between U.S. GAAP and IFRS and have determined the impact to be immaterial on the combined financial metrics presented in this press release, such that no adjustments would be necessary. Paya Adjusted EBITDA is not a financial measure calculated in accordance with U.S. GAAP and should not be considered as a substitute for net income, income before income taxes, or any other operating performance measure calculated in accordance with U.S. GAAP.

Non-IFRS Financial Measures

Revenue at constant currency: Revenue at constant currency means revenue, as reported in accordance with IFRS, adjusted for the impact of foreign currency exchange fluctuations. This measure helps provide insight on comparable revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts.

Organic revenue at constant currency: Organic revenue at constant currency means revenue, as reported in accordance with IFRS, adjusted to exclude the revenue attributable to acquired businesses for a period of 12 months following their acquisition and excluding revenue attributable to divested businesses, adjusted for the impact of foreign currency exchange fluctuations. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable revenue growth.

Organic revenue excluding digital assets and cryptocurrencies at constant currency: Organic revenue excluding digital assets and cryptocurrencies at constant currency means revenue excluding the revenue attributable to acquired businesses for a period of 12 months following their acquisition and excluding revenue attributable to divested businesses and digital assets and cryptocurrencies, and adjusted for the impact of foreign currency exchange fluctuations. This measure helps provide insight on comparable revenue growth by removing the effect of volatility in digital assets and cryptocurrencies and changes in foreign currency exchange rates year-over-year. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts. The revenue attributable to digital assets and cryptocurrencies is calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statements under IFRS.

Adjusted EBITDA: We use Adjusted EBITDA as a means to evaluate operating performance, by eliminating the impact of non-operational or non-cash items. Adjusted EBITDA is defined as net income (loss) before finance costs (recovery), finance income, depreciation and amortization, income tax expense, acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, and legal settlement and other.

Paya Adjusted EBITDA: Paya Adjusted EBITDA represents earnings before interest and other expense, income taxes, depreciation, and amortization, or EBITDA and further adjustments to EBITDA to exclude certain non-cash items and other non-recurring items that Paya believes are not indicative of ongoing operations. Prior to its acquisition by Nuvei, Paya was disclosing Paya Adjusted EBITDA because this non-U.S. GAAP measure was a key measure used by it to evaluate its business, measure its operating performance and make strategic decisions. Nuvei is disclosing Paya Adjusted EBITDA in order to show Combined trailing twelve months Adjusted EBITDA and Combined leverage ratio.

Combined trailing twelve months Adjusted EBITDA: Combined trailing twelve months Adjusted EBITDA represents the summation for the trailing twelve months of Nuvei’s Adjusted EBITDA with Paya’s Adjusted EBITDA for the period prior to the acquisition. Prior to its acquisition by Nuvei, Paya’s financial statements were prepared in accordance with U.S. GAAP, and Paya Adjusted EBITDA has been derived from Paya’s annual or  interim financial statements for periods prior to the acquisition. IFRS differs in certain material respects from U.S. GAAP. Paya Adjusted EBITDA presented in this press release has not been adjusted to give effect to the differences between U.S. GAAP and IFRS or to accounting policies that comply with IFRS and as applied by Nuvei, nor has such financial information been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB, and thus may not be directly comparable to Nuvei’s presentation of Adjusted EBITDA. The presentation of financial information on a combined basis does not comply with IFRS. The combined financial information included in this press release is unaudited and does not purport to be indicative of the Company’s results of operations and financial condition had Nuvei and Paya operated as a combined entity during the periods presented, and should not be considered as a prediction of the financial information that will result from the operations of the Company on a consolidated basis following the acquisition. We use Combined trailing twelve months Adjusted EBITDA because we believe it provides insight into the operations of the combined company for the periods presented. 

Adjusted EBITDA less capital expenditures: We use Adjusted EBITDA less capital expenditures (which we define as acquisition of intangible assets and property and equipment) as a supplementary indicator of our operating performance.

Adjusted net income: We use Adjusted net income as an indicator of business performance and profitability with our current tax and capital structure. Adjusted net income is defined as net income (loss) before acquisition, integration and severance costs, share-based payments and related payroll taxes, loss (gain) on foreign currency exchange, amortization of acquisition-related intangible assets, and the related income tax expense or recovery for these items. Adjusted net income also excludes change in redemption value of liability-classified common and preferred shares, change in fair value of share repurchase liability and accelerated amortization of deferred financing fees and legal settlement and other.

Non-IFRS Financial Ratios

Revenue growth at constant currency: Revenue growth at constant currency means the year-over-year change in Revenue at constant currency divided by reported revenue in the prior period. We use Revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of fluctuations in foreign currency exchange rates.

Organic revenue growth at constant currency: Organic revenue growth at constant currency means the year-over-year change in Organic revenue at constant currency divided by comparable Organic revenue in the prior period. We use Organic revenue growth at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures and fluctuations in foreign currency exchanges rates.

Organic revenue growth excluding digital assets and cryptocurrencies at constant currency: Organic revenue growth excluding digital assets and cryptocurrencies at constant currency means the year-over-year change in Organic revenue excluding digital assets and cryptocurrencies at constant currency divided by comparable Organic revenue excluding digital assets and cryptocurrencies in the prior period. We use Organic revenue growth excluding digital assets and cryptocurrencies at constant currency to provide better comparability of revenue trends year-over-year, without the impact of acquisitions, divestitures, volatility in digital assets and cryptocurrencies and fluctuations in foreign currency exchange rates.

Adjusted EBITDA margin: Adjusted EBITDA margin means Adjusted EBITDA divided by revenue.

Adjusted EBITDA less capital expenditures conversion: Adjusted EBITDA less capital expenditures conversion means Adjusted EBITDA less capital expenditures divided by Adjusted EBITDA. We use Adjusted EBITDA less capital expenditures conversion to measure our capacity to convert Adjusted EBITDA into Adjusted EBITDA less capital expenditures.

Combined leverage ratio: Combined leverage ratio means net debt divided by Combined trailing twelve months adjusted EBITDA. Net debt represents the carrying amount of Nuvei’s Total credit facilities excluding unamortized transaction costs less Cash and cash equivalents. We use Combined leverage ratio as an additional measure to monitor our financial leverage.

Adjusted net income per basic share and per diluted share: We use Adjusted net income per basic share and per diluted share as an indicator of performance and profitability of our business on a per share basis. Adjusted net income per basic share and per diluted share means Adjusted net income less net income attributable to non-controlling interest divided by the basic and diluted weighted average number of common shares outstanding for the period. The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

Supplementary Financial Measures

We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner that differs from similar key performance indicators used by other companies.

Total volume: We believe Total volume is an indicator of performance of our business. Total volume and similar measures are used widely among others in the payments industry as a means of evaluating a company’s performance. We define Total volume as the total dollar value of transactions processed in the period by customers under contractual agreement with us. Total volume does not represent revenue earned by us. Total volume includes acquiring volume, where we are in the flow of funds in the settlement transaction cycle, gateway/technology volume, where we provide our gateway/technology services but are not in the flow of funds in the settlement transaction cycle, as well as the total dollar value of transactions processed relating to APMs and payouts. Since our revenue is primarily sales volume and transaction-based, generated from merchants’ daily sales and through various fees for value-added services provided to our customers, fluctuations in Total volume will generally impact our revenue. 

Organic total volume at constant currency: Organic total volume at constant currency is used as an indicator of performance of our business on a more comparable basis. This measure helps provide insight on organic and acquisition-related growth and presents useful information about comparable Total volume growth. This measure also helps provide better comparability of business trends year-over-year, without the impact of fluctuations in foreign currency exchange rates. Organic total volume at constant currency means Total volume excluding Total volume attributable to acquired businesses for a period of 12 months following their acquisition and excluding Total volume attributable to divested businesses, adjusted for the impact of foreign currency exchange fluctuations. Foreign currency exchange impact in the current period is calculated using prior period quarterly average exchange rates applied to the current period foreign currency amounts.

Nuvei pro forma revenue:  Nuvei pro forma revenue represents Nuvei’s reported revenue after giving effect to the acquisition of Paya as though such acquisition had occurred at the beginning of the period presented. Nuvei pro forma revenue is presented both on an aggregated basis and by channel. In order to align with the Company’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item presented in the Company’s financial statement under IFRS, Paya’s revenue contribution amounts are presented net of interchange fees, which was not the case for a small portion of fees prior to the acquisition of Paya by the Company. This presentation is consistent with the pro forma disclosure required under IFRS in Nuvei’s Consolidated Financial Statements for the year ended December 31, 2023. This measure helps provide insight on the combined revenue of the Nuvei and Paya businesses.

Nuvei pro forma revenue growth: Nuvei pro forma revenue growth represents Nuvei reported revenue divided by Nuvei pro forma revenue in the comparative year. This ratio is presented both on an aggregated basis and by channel. This ratio helps provide a better understanding of the additional contribution of the Paya business on Nuvei’s year-over-year revenue growth. Nuvei pro forma revenue is used as a component of this ratio only until the completion of a full financial year following the acquisition of Paya.

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws, including Nuvei’s outlook on Total volume, Revenue, Revenue at constant currency and Adjusted EBITDA for the three months ending March 31, 2024 and the year ending December 31, 2024 as well as medium and long-term targets on Revenue, channel revenue growth, Capital expenditures as a percentage of revenue, and Adjusted EBITDA margin. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate, expectations regarding industry trends and the size and growth rates of addressable markets, our business plans and growth strategies, addressable market opportunity for our solutions, expectations regarding growth and cross-selling opportunities and intention to capture an increasing share of addressable markets, the costs and success of our sales and marketing efforts, intentions to expand existing relationships, further penetrate verticals, enter new geographical markets, expand into and further increase penetration of international markets, intentions to selectively pursue and successfully integrate acquisitions, and expected acquisition outcomes, cost saving synergies and benefits, including with respect to the acquisition of Paya, future investments in our business and anticipated capital expenditures, our intention to continuously innovate, differentiate and enhance our platform and solutions, expected pace of ongoing legislation of regulated activities and industries, our competitive strengths and competitive position in our industry, expectations regarding our revenue, revenue mix and the revenue generation potential of our solutions, expectations regarding our margins and future profitability, our financial outlook and guidance as well as medium and long-term targets in various financial metrics is forward-looking information. Economic and geopolitical uncertainties, including regional conflicts and wars, may also heighten the impact of certain factors described herein.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, regarding, among other things, assumptions regarding foreign exchange rate, competition, political environment and economic performance of each region where the Company operates and general economic conditions and the competitive environment within our industry. See also “Financial Outlook and Growth Targets Assumptions”.

Unless otherwise indicated, forward-looking information does not give effect to the potential impact of any mergers, acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Nuvei’s financial outlook also constitutes financial outlook within the meaning of applicable securities laws and is provided for the purposes of assisting the reader in understanding management’s expectations regarding our financial performance and the reader is cautioned that it may not be appropriate for other purposes. Our medium and long-term growth targets serve as guideposts as we execute on our strategic priorities in the medium to long term and are provided for the purposes of assisting the reader in measuring progress toward management’s objectives, and the reader is cautioned that they may not be appropriate for other purposes.

The Company’s dividend policy is at the discretion of the Board. Any future determination to declare cash dividends on our securities will be made at the discretion of our Board, subject to applicable Canadian laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including covenants contained in our credit facilities), general business conditions and other factors that our Board may deem relevant. Further, the ability of the Company to pay dividends, as well as make share repurchases, will be subject to applicable laws and contractual restrictions contained in the instruments governing its indebtedness, including its credit facility. Any of the foregoing may have the result of restricting future dividends or share repurchases.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s annual information form filed on March 5, 2024 (the “AIF”). In particular, our financial outlook and medium and long-term targets are subject to risks and uncertainties related to:

risks relating to our business and industry, such as wars such as the RussiaUkraine and Middle East conflicts and related economic sanctions, and overall economic uncertainty;changes in foreign currency exchange rates, inflation, interest rates, consumer spending and other macroeconomic factors affecting our customers and our results of operations;the rapid developments and change in our industry;substantial and increasing competition both within our industry and from other payments methods;challenges implementing our growth strategy;challenges to expand our product portfolio and market reach;challenges in expanding into new geographic regions internationally and continuing our growth within our markets;regulatory compliance in the jurisdictions in which we operate, due to complex, conflicting and evolving local laws and regulations;challenges in retaining existing customers, increasing sales to existing customers and attracting new customers;managing our growth effectively;difficulty to maintain the same rate of revenue growth as our business matures and to evaluate our future prospects;history of net losses and additional significant investments in our business;our level of indebtedness;risks associated with future acquisitions, partnerships or joint-ventures, some of which may be material in size or result in significant integration difficulties or expenditures;challenges related to a significant number of our customers being SMBs; our certain degree of concentration of customers and customer sectors; compliance with the requirements of payment networks;challenges related to the reimbursement of chargebacks from our customers;financial liability related to the inability of our customers (merchants) to fulfill their requirements;our bank accounts being located in multiple territories and relying on banking partners to maintain those accounts;reliance on acquiring banks;decline in the use of electronic payment methods;loss of key personnel or difficulties hiring qualified personnel;deterioration in the quality of the products and services offered;impairment of a significant portion of intangible assets and goodwill;increasing fees from payment networks;challenges related to economic and political conditions, business cycles and credit risks of our customers;reliance on third-party partners to distribute some of our products and services;misappropriation of end-user transaction funds by our employees;frauds by customers, their customers or others;coverage of our insurance policies;the degree of effectiveness of our risk management policies and procedures in mitigating our risk exposure;the integration of a variety of operating systems, software, hardware, web browsers and networks in our services;the costs and effects of pending and future litigation; various claims such as wrongful hiring of an employee from a competitor, wrongful use of confidential information of third parties by our employees, consultants or independent contractors or wrongful use of trade secrets by our employees of their former employers;challenges to secure financing on favorable terms or at all;challenges from seasonal fluctuations on our operating results;risk associated with less than full control rights of one of our subsidiaries;change in accounting standards; estimates and assumptions in the application of accounting policies;the occurrence of a natural disaster, a widespread health epidemic or pandemic or other similar events; impacts of climate change;risks related to data security incidents, including cyber-attacks, computer viruses, or otherwise which may result in a disruption of services or liability exposure;challenges related to our holding company structure, development of AI and its integration in our operations; as well as risks relating to intellectual property and technology, risks relating to regulatory and legal proceedings and risks relating to our subordinate voting shares; and,measures determined in accordance with IFRS may be affected by unusual, extraordinary, or non-recurring items, or by items which do not otherwise reflect operating performance, making period-to-period comparisons less relevant.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Financial Outlook and Growth Targets Assumptions

The financial outlook for the three months ending March 31, 2024, and the year ending December 31, 2024, and specifically the Adjusted EBITDA, as well as the Adjusted EBITDA margin long-term growth target, reflect the Company’s strategy to accelerate its investment in distribution, marketing, innovation, and technology. When measured as a percentage of revenue, these expenses are expected to decrease as our investments in distribution, marketing, innovation, and technology normalize over time.

Our financial outlook and growth targets are based on a number of additional assumptions, including the following:

our results of operations and ability to achieve suitable margins will continue in line with management’s expectations;our mix of channels and their expected contribution to consolidated revenue growth, with Global commerce channel revenue growth in a range of 20%-30%; B2B, government and ISV channel revenue growth of 20%+; and improvement in SMB channel from negative mid-single digit revenue growth;we will continue to effectively execute against our key strategic growth priorities, and expanded end market and distribution opportunities, without any material adverse impact from macroeconomic trends on our or our customers’ business, financial condition, financial performance, liquidity nor any significant reduction in demand for our products and services;losses owing to business failures of merchants and customers will remain in line with anticipated levels;existing customers growing their business and expanding into new markets within selected high-growth eCommerce end-markets, including online retail, online marketplaces, digital goods and services, regulated online gaming, social gaming, financial services and travel;economic conditions in our core markets, geographies and verticals, including resulting consumer spending and employment, remaining at close to current levels;that our operations, business and employees in Israel will not be materially disrupted or impacted by the Middle East conflict;assumptions as to the value of digital assets, foreign exchange and interest rates, as well as inflation;higher volatility and lower volume in digital assets; Nuvei expects the contribution of digital assets will continue to decline and to represent no more than 5% of revenue going forward;Nuvei’s ability to retain and attract new business, achieve synergies and strengthen its market position arising from successful integration plans relating to the Paya acquisition;management’s estimates and expectations in relation to future economic and business conditions and other factors, and resulting impact on growth in various financial metrics;assumptions regarding competition, political environment and economic performance of each region where Nuvei operates;our ability to cross-sell and up-sell new and existing products and services to our existing customers with limited incremental sales and marketing expenses;our customers increasing their daily sales, and in turn their business volume of our solutions, at growth rates at or above historical levels for the past few years;our ability to maintain existing customer relationships and to continue to expand our customers’ use of more solutions from our proprietary integrated modular platform at or above historical levels for the past few years;our ability to leverage our sales and marketing experience in capturing and serving customers in North America and large enterprises in Europe and enable customer base expansion by targeting large enterprises in North America, with a focus in Core global commerce channel;our sales and marketing efforts and continued investment in our direct sales team and account management driving future growth by adding new customers adopting our technology processing transactions in existing and new geographies at or above historical levels and in the timeframe anticipated;our ability to further leverage our broad and diversified network of partners;our ability to expand and deepen our footprint and to add new customers adopting our technology processing transactions in geographies where we have an emerging presence, such as Asia Pacific and Latin America;our ability to expand and keep our portfolio of services technologically current through continued investment in our proprietary integrated modular platform and to design and deliver solutions that meet the specific and evolving needs of our customers;our ability to maintain and/or expand our relationships with acquiring banks and payment networks;our continued ability to maintain our competitiveness relative to competitors’ products or services, including as to changes in terms, conditions and pricing;our ability to expand profit margins by reducing variable costs as a percentage of total expenses, and leveraging fixed costs with additional scale and as our investments in, for example, direct sales and marketing normalize;increases in volume driving profitable revenue growth with limited additional overhead costs required, as a result of the highly scalable nature of our business model and the inherent operating leverage;our continued ability to manage our growth effectively;we will continue to attract and retain key talent and personnel required to achieve our plans and strategies, including sales, marketing, support and product and technology operations, in each case both domestically and internationally,our ability to successfully identify, complete, integrate and realize the expected benefits of past and future acquisitions and manage the associated risks;the absence of adverse changes in legislative or regulatory matters;our continued ability to upskill and modify our compliance capabilities as regulations change or as we enter new markets, such as our customer underwriting, risk management, know your customer and anti-money laundering capabilities, with minimal disruption to our customers’ businesses;our liquidity and capital resources, including our ability to secure debt or equity financing on satisfactory terms; and,the absence of adverse changes in current tax laws.

Contact:

Investors

Chris Mammone, Head of Investor Relations
IR@nuvei.com  

Statements of Profit or Loss and Comprehensive Income or Loss Data

(in thousands of US dollars except for shares and per share amounts)

Three months ended

December 31

Years ended

December 31

2023

2022

2023

2022

$

$

$

$

Revenue

321,517

220,339

1,189,893

843,323

Cost of revenue

58,734

50,166

222,906

171,425

Gross profit

262,783

170,173

966,987

671,898

Selling, general and administrative expenses

216,435

148,465

850,090

590,966

Operating profit

46,348

21,708

116,897

80,932

Finance income

(234)

(7,267)

(9,283)

(13,694)

Finance cost

43,495

9,214

121,334

22,841

Net finance cost

43,261

1,947

112,051

9,147

Gain on foreign currency exchange

(10,621)

4,663

(10,101)

(15,752)

Income before income tax

13,708

15,098

14,947

87,537

Income tax expense

(388)

5,746

15,643

25,582

Net income (loss)

14,096

9,352

(696)

61,955

Other comprehensive income (loss), net of tax

Items that may be reclassified subsequently to profit and loss:

Foreign operations – foreign currency translation differences

5,818

33,196

3,065

(30,858)

Change in fair value of financial instruments designated as cash flow hedges

(5,600)

(6,608)

Comprehensive income (loss)

13,820

42,548

(4,733)

31,097

Net income (loss) attributable to:

Common shareholders of the Company

11,834

8,040

(7,835)

56,732

Non-controlling interest

2,262

1,312

7,139

5,223

14,096

9,352

(696)

61,955

Comprehensive income (loss) attributable to:

Common shareholders of the Company

11,558

41,236

(11,872)

25,874

Non-controlling interest

2,262

1,312

7,139

5,223

13,820

42,548

(4,733)

31,097

Net income (loss) per share

Net income (loss) per share attributable to common shareholders of the Company

Basic

0.08

0.06

(0.06)

0.40

Diluted

0.08

0.06

(0.06)

0.39

Weighted average number of common shares outstanding

Basic

139,363,673

140,633,277

139,248,530

141,555,788

Diluted

141,961,168

142,681,178

139,248,530

144,603,485

 

Consolidated Statements of Financial Position Data

(in thousands of US dollars)

December 31, 2023

December 31, 2022

$

$

Assets

Current assets

Cash and cash equivalents

170,435

751,686

Trade and other receivables

105,755

61,228

Inventory

3,156

2,117

Prepaid expenses

16,250

12,254

Income taxes receivable

4,714

3,126

Current portion of advances to third parties

579

Current portion of contract assets

1,038

1,215

Other current assets

7,582

Total current assets before segregated funds

308,930

832,205

Segregated funds

1,455,376

823,666

Total current assets

1,764,306

1,655,871

Non-current assets

Advances to third parties

1,721

Property and equipment

33,094

31,881

Intangible assets

1,305,048

694,995

Goodwill

1,987,737

1,114,593

Deferred tax assets

4,336

17,172

Contract assets

835

997

Processor and other deposits

4,310

4,757

Other non-current assets

35,601

2,682

Total Assets

5,135,267

3,524,669

Liabilities

Current liabilities

Trade and other payables

179,415

125,533

Income taxes payable

25,563

16,864

Current portion of loans and borrowings

12,470

8,652

Other current liabilities

7,859

4,224

Total current liabilities before due to merchants

225,307

155,273

Due to merchants

1,455,376

823,666

Total current liabilities

1,680,683

978,939

Non-current liabilities

Loans and borrowings

1,248,074

502,102

Deferred tax liabilities

151,921

61,704

Other non-current liabilities

10,374

2,434

Total Liabilities

3,091,052

1,545,179

Equity

Equity attributable to shareholders

Share capital

1,969,734

1,972,592

Contributed surplus

324,941

202,435

Deficit

(224,902)

(166,877)

Accumulated other comprehensive loss

(43,456)

(39,419)

2,026,317

1,968,731

Non-controlling interest

17,898

10,759

Total Equity

2,044,215

1,979,490

Total Liabilities and Equity

5,135,267

3,524,669

 

Consolidated Statements of Cash Flow Data

(in thousands of U.S. dollars)

For the years ended December 31,

2023

2022

$

$

Cash flow from operating activities

Net income (loss)

(696)

61,955

Adjustments for:

Depreciation of property and equipment

14,448

8,483

Amortization of intangible assets

121,975

93,009

Amortization of contract assets

1,618

1,941

Share-based payments

134,609

139,103

Net finance cost

112,051

9,147

Gain on foreign currency exchange

(10,101)

(15,752)

Income tax expense

15,643

25,582

Fair value remeasurement of investment

974

Loss on disposal

1,154

175

Changes in non-cash working capital items

(12,414)

(10,881)

Interest paid

(92,319)

(23,370)

Interest received

12,727

10,753

Income taxes paid – net

(36,664)

(32,482)

263,005

267,663

Cash flow used in investing activities

Business acquisitions, net of cash acquired

(1,379,778)

Payment of acquisition-related contingent consideration

(2,012)

Acquisition of property and equipment

(10,200)

(13,744)

Acquisition of intangible assets

(44,880)

(34,578)

Acquisition of distributor commissions

(20,318)

(2,426)

Disposal (acquisition) of other non-current assets

(32,225)

466

Issuance of loan receivable

(6,905)

Net decrease in advances to third parties

245

2,059

(1,494,061)

(50,235)

Cash flow from (used in) financing activities

Shares repurchased and cancelled

(56,042)

(166,609)

Transaction costs from issuance of shares

(903)

Proceeds from exercise of stock options

8,167

2,072

Repayment of loans and borrowings

(127,840)

(5,120)

Proceeds from loans and borrowings

898,548

Financing fees related to loans and borrowings

(39,438)

Payment of lease liabilities

(5,711)

(3,727)

Dividend paid to shareholders

(27,923)

Purchase of non-controlling interest

(39,751)

Dividend paid by subsidiary to non-controlling interest

(260)

649,761

(214,298)

Effect of movements in exchange rates on cash

44

(20)

Net increase (decrease)  in cash and cash equivalents

(581,251)

3,110

Cash and cash equivalents – Beginning of Year

751,686

748,576

Cash and cash equivalents – End of Year

170,435

751,686

 

Reconciliation of Adjusted EBITDA and Adjusted EBITDA less capital expenditures to Net Income (Loss)

(In thousands of US dollars)

Three months ended
December 31

Years ended
December 31

2023

2022

2023

2022

$

$

$

$

Net income (loss)

14,096

9,352

(696)

61,955

Finance cost

43,495

9,214

121,334

22,841

Finance income

(234)

(7,267)

(9,283)

(13,694)

Depreciation and amortization

36,298

21,734

136,423

101,492

Income tax expense (recovery)

(388)

5,746

15,643

25,582

Acquisition, integration and severance costs(a)

4,330

6,923

41,330

28,413

Share-based payments and related payroll taxes(b)

29,145

35,546

135,568

139,309

Loss (gain) on foreign currency exchange

(10,621)

4,663

(10,101)

(15,752)

Legal settlement and other(c)

3,931

(226)

7,123

1,171

Adjusted EBITDA

120,052

85,685

437,341

351,317

Acquisition of property and equipment, and intangible assets

(14,830)

(14,511)

(55,080)

(48,322)

Adjusted EBITDA less capital expenditures

105,222

71,174

382,261

302,995

Adjusted EBITDA less capital expenditures conversion(d)

88 %

83 %

87 %

86 %

Adjusted EBITDA

120,052

85,685

437,341

351,317

Revenue

321,517

220,339

1,189,893

843,323

Adjusted EBITDA margin(d)

37.3 %

38.9 %

36.8 %

41.7 %

Net Income margin

4.4 %

4.2 %

(0.1) %

7.3 %

(a)

These expenses relate to:

(i)

professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the three months and year ended December 31, 2023, these expenses were $1.5 million and $24.4 million ($6.9 million and $13.1 million for the three months and year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses.

(ii)

acquisition-related compensation was $0.6 million and $4.1 million for the three months and year ended December 31, 2023 and nil and $14.3 million for the three months and year ended December 31, 2022. These costs are presented in the employee compensation line item of selling, general and administrative expenses.

(iii)

change in deferred purchase consideration for previously acquired businesses.  No amount was recognized for the three months and year ended December 31, 2023, nil and a gain of $1.0 million were recognized for the three months and year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.

(iv)

severance and integration expenses, which were $2.2 million and $12.8 million for the three months and year ended December 31, 2023 ( nil and $2.0 million for the three months and year ended December 31, 2022). These expenses are presented in selling, general and administrative expenses and cost of revenue.

(b)

These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and year ended December 31, 2023, the expenses consisted of non-cash share-based payments of $29.1 million and $134.6 million ($35.4 million and $139.1 million for three months and year ended December 31, 2022), nil and $1.0 million for related payroll taxes ($0.1 million and $0.2 million for the three months and year ended December 31, 2022).

(c)

This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.

(d)

Adjusted EBITDA less capital expenditures conversion represents Adjusted EBITDA less capital expenditures as a percentage of Adjusted  EBITDA. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

 

Reconciliation of Combined leverage ratio to Combined trailing twelve months Adjusted EBITDA and Net debt

(In millions of US dollars except Combined leverage ratio)

December 31,

 2023

September 30,

 2023

June 30,

2023

March 31,

2023

Paya(a)(c)

Nuvei

Combined

Paya(a)(c)

Nuvei

Combined

Paya(a)(c)

Nuvei

Combined

Paya(a)(c)

Nuvei

Combined

$

$

$

$

$

$

$

$

$

$

$

$

Adjusted EBITDA for the three months ended:

June 30, 2022

19.2

92.9

112.1

September 30, 2022

18.6

81.2

99.8

18.6

81.2

99.8

December 31, 2022

19.9

85.7

105.6

19.9

85.7

105.6

19.9

85.7

105.6

March 31, 2023

8.6

96.3

104.9

8.6

96.3

104.9

8.6

96.3

104.9

8.6

96.3

104.9

June 30, 2023

110.3

110.3

110.3

110.3

110.3

110.3

September 30, 2023

110.7

110.7

110.7

110.7

December 31, 2023

120.1

120.1

Trailing twelve months Adjusted EBITDA

8.6

437.3

445.9

28.5

403.0

431.5

47.1

373.5

420.6

66.3

356.0

422.3

Total credit facilities excluding
 unamortized transaction costs

1,275.0

1,243.5

1,279.7

1,335.0

Cash and cash equivalents

170.4

121.0

118.4

132.8

Net debt

1,104.6

1,122.5

1,161.4

1,202.2

Combined leverage ratio(b)

2.48x

2.60x

2.76x

2.85x

(a)

Represents Paya’s Adjusted EBITDA before the acquisition date. See reconciliation of Paya Adjusted EBITDA to Paya net income. See non-IFRS measures.

(b)

Combined leverage ratio means net debt divided by Combined trailing twelve months Adjusted EBITDA. See non-IFRS measures.

(c)

Information of Paya for the period from January 1, 2023 to February 21, 2023 is derived from internal financial statements before giving effect to the acquisition of Nuvei on February 22, 2023. This information is unaudited and has not been subject to the completion of any financial closing procedures by Nuvei or Paya and has not been reviewed by Nuvei’s or Paya’s independent accountant.

 

Reconciliation of Paya Adjusted EBITDA to Paya Net income

(In millions of US dollars)

Three months
ended
December 31,
2022

Three months
ended
September 30,
2022

Three months
ended
June 30, 2022

$

$

$

Paya Net income (loss)

3.1

1.3

1.7

Depreciation & amortization

7.7

8.4

7.9

Income tax expense

1.9

1.4

0.9

Interest and other expense

3.3

3.7

3.4

Paya EBITDA

16.0

14.8

13.9

Transaction-related expenses(a)

1.2

2.5

Stock-based compensation(b)

1.6

2.1

2.0

Restructuring costs(c)

0.1

1.2

0.3

Discontinued service costs(d)

0.1

0.1

0.1

Contingent non-income tax liability

0.4

Other costs(e)

0.5

0.4

0.4

Total adjustments

3.9

3.8

5.3

Paya Adjusted EBITDA

19.9

18.6

19.2

(a)

Represents professional service fees related to mergers and acquisitions such as legal fees, consulting fees, accounting advisory fees, and other costs.

(b)

Represents non-cash charges associated with stock-based compensation expense, which has been a significant recurring expense in Paya’s business and an important part of its compensation strategy.

(c)

Represents costs associated with restructuring plans designed to streamline operations and reduce costs including costs associated with the relocation of facilities, certain staff restructuring charges including severance, certain executive hires, and acquisition related restructuring charges.

(d)

Represents costs incurred to retire certain tools, applications and services that are no longer in use.

(e)

Represents non-operational gains or losses, non-standard project expense, and non-operational legal expense.

 

Reconciliation of Adjusted net income and Adjusted net income per basic share and per diluted share to Net Income (Loss)

(In thousands of US dollars except for share and per share amounts)

Three months ended

December 31

Years ended

December 31

2023

2022

2023

2022

$

$

$

$

Net income (loss)

14,096

9,352

(696)

61,955

Change in fair value of share repurchase liability 

571

(5,710)

Accelerated amortization of deferred financing fees

15,094

15,094

Amortization of acquisition-related intangible assets(a)

26,703

14,957

101,599

83,861

Acquisition, integration and severance costs(b)

4,330

6,923

41,330

28,413

Share-based payments and related payroll taxes(c)

29,145

35,546

135,568

139,309

Loss (gain) on foreign currency exchange

(10,621)

4,663

(10,101)

(15,752)

Legal settlement and other(d)

3,931

(226)

7,123

1,171

Adjustments

68,582

61,863

291,184

231,292

Income tax expense related to adjustments(e)

(14,049)

(3,179)

(42,552)

(19,061)

Adjusted net income

68,629

68,036

247,936

274,186

Net income attributable to non-controlling interest

(2,262)

(1,312)

(7,139)

(5,223)

Adjusted net income attributable to the common shareholders of the Company

66,367

66,724

240,797

268,963

Weighted average number of common shares outstanding

Basic

139,363,673

140,633,277

139,248,530

141,555,788

Diluted

141,961,168

142,681,178

142,538,349

144,603,485

Adjusted net income per share attributable to common shareholders of the Company(f)

Basic

0.48

0.47

1.73

1.90

Diluted

0.47

0.47

1.69

1.86

(a)

This line item relates to amortization expense taken on intangible assets created from the purchase price adjustment process on acquired companies and businesses and resulting from a change in control of the Company.

(b)

These expenses relate to:

(i)

professional, legal, consulting, accounting and other fees and expenses related to our acquisition and financing activities. For the three months and year ended December 31, 2023, these expenses were $1.5 million and $24.4 million ($6.9 million and $13.1 million for the three months and year ended December 31, 2022). These costs are presented in the professional fees line item of selling, general and administrative expenses.

(ii)

acquisition-related compensation was $0.6 million and $4.1 million for the three months and year ended December 31, 2023 and nil and $14.3 million for the three months and year ended December 31, 2022. These costs are presented in the employee compensation line item of selling, general and administrative expenses.

(iii)

change in deferred purchase consideration for previously acquired businesses.  No amount was recognized for the three months and year ended December 31, 2023, nil and a gain $1.0 million were recognized for the three months and year ended December 31, 2022. These amounts are presented in the contingent consideration adjustment line item of selling, general and administrative expenses.

(iv)

severance and integration expenses, which were $2.2 million and $12.8 million for the three months and year ended December 31, 2023 ( nil and $2.0 million for the three months and year ended December 31, 2022). These expenses are presented in selling, general and administrative expenses and cost of revenue. 

(c)

These expenses represent expenses recognized in connection with stock options and other awards issued under share-based plans as well as related payroll taxes that are directly attributable to share-based payments. For the three months and year ended December 31, 2023, the expenses consisted of non-cash share-based payments of $29.1 million and $134.6 million ($35.4 million and $139.1 million for three months and year ended December 31, 2022), nil and $1.0 million for related payroll taxes ($0.1 million and $0.2 million for the three months and year ended December 31, 2022).

(d)

This line item primarily represents legal settlements and associated legal costs, as well as non-cash gains, losses and provisions and certain other costs. These costs are presented in selling, general and administrative expenses.

(e)

This line item reflects income tax expense on taxable adjustments using the tax rate of the applicable jurisdiction.

(f)

The number of share-based awards used in the diluted weighted average number of common shares outstanding in the Adjusted net income per diluted share calculation is determined using the treasury stock method as permitted under IFRS.

 

Revenue by geography

The following table summarizes our revenue by geography based on the billing location of the merchant:

Three months ended
December 31

Change

Years ended
December 31

Change

(In thousands of US dollars, except for percentages)

2023

2022

2023

2022

$

$

$

%

$

$

$

%

Revenue

North America

177,491

89,393

88,098

99 %

642,601

336,563

306,038

91 %

Europe, Middle East and Africa

125,819

115,896

9,923

9 %

487,802

465,935

21,867

5 %

Latin America

14,532

12,181

2,351

19 %

51,365

33,105

18,260

55 %

Asia Pacific

3,675

2,869

806

28 %

8,125

7,720

405

5 %

321,517

220,339

101,178

46 %

1,189,893

843,323

346,570

41 %

 

Revenue by channel

Three months ended
December 31

Change

Years
ended
December 31

Change

(In thousands of US dollars, except for percentages)

2023

2022

2023

2022

$

$

$

%

$

$

$

%

Global commerce

180,837

161,317

19,520

12 %

692,314

604,489

87,825

15 %

B2B, government and independent software vendors

58,821

994

57,827

n.m.

190,216

3,906

186,310

n.m.

Small & medium sized businesses

81,859

58,028

23,831

41 %

307,363

234,928

72,435

31 %

Revenue

321,517

220,339

101,178

46 %

1,189,893

843,323

346,570

41 %

 

The Company distributes its products and technology through three sales channels: Global commerce, B2B, government and independent software vendors and small and medium sized businesses. In its Global commerce channel, the Company supports mid-market to large enterprise customers across multiple verticals with domestic, regional, international, and cross-border payments; leveraging its deep industry expertise and utilizing its modern scalable modular technology stack that is purpose-built for businesses whose operations span multi-location, multi-country, and multi-currency. In its B2B, government and ISV channel, the Company embeds its global payment capabilities and proprietary software into enterprise resource planning (“ERP”) solutions and software platforms. The Company’s SMB channel, consists of its North American based traditional SMB customers that utilize Nuvei for card acceptance.

 

Disaggregation of revenue and interest revenue

(In thousands of US dollars)

Three months ended

December 31

Years ended

December 31

2023

2022

2023

2022

$

$

$

$

Merchant transaction and processing services revenue

315,817

218,322

1,177,881

835,093

Other revenue

2,580

2,017

8,892

8,230

Interest revenue

3,120

3,120

Revenue

321,517

220,339

1,189,893

843,323

 

Reconciliation of Nuvei pro forma revenue and Nuvei pro forma revenue growth to revenue and of Nuvei pro forma revenue by channel to revenue by channel

(In thousands
of US dollars
except for
percentages)

Three months
ended
December 31, 2023

Three months ended December 31, 2022

Revenue as reported

Nuvei revenue as
reported

Paya revenue as
reported

Adjustments(a)

Nuvei pro forma
revenue

Revenue growth

Nuvei pro forma
revenue growth

$

$

$

$

$

%

%

Revenue

321,517

220,339

72,892

(2,273)

290,958

46 %

11 %

 

(In thousands
of US dollars
except for
percentages)

Three months
ended
December 31, 2023

Three months ended December 31, 2022

Revenue as reported

Nuvei revenue as
reported

Paya revenue as
adjusted(a)

Nuvei pro forma
revenue

Revenue growth

Nuvei pro forma
revenue growth

$

$

$

$

%

%

Global commerce

180,837

161,317

161,317

12 %

12 %

B2B, government and
independent software vendors

58,821

994

48,507

49,501

n.m.

19 %

Small & medium sized businesses

81,859

58,028

22,112

80,140

41 %

2 %

Revenue

321,517

220,339

70,619

290,958

46 %

11 %

(a) Reflects adjustments to present Paya’s revenue or Paya’s revenue by channel net of interchange fees in order to align with Nuvei’s presentation of revenue calculated in accordance with the accounting policies used to prepare the revenue line item in the Company’s financial statements under IFRS.

 

Reconciliation of Revenue at constant currency and Revenue growth at constant currency to Revenue

The following table reconciles Revenue to Revenue at constant currency and Revenue growth at constant currency for the period indicated:

(In thousands of US
dollars except for
percentages)

Three months ended

December 31, 2023

Three months ended
December 31, 2022

Revenue as reported

Foreign currency exchange
impact on revenue

Revenue at constant
currency

Revenue as reported

Revenue
growth

Revenue
growth at
constant
currency

$

$

$

$

Revenue

321,517

(4,930)

316,587

220,339

46 %

44 %

(In thousands of US
dollars except for
percentages)

Years ended

December 31, 2023

Years ended
December 31, 2022

Revenue as reported

Foreign currency exchange
impact on revenue

Revenue at constant
currency

Revenue as reported

Revenue
growth

Revenue
growth at
constant
currency

$

$

$

$

Revenue

1,189,893

(3,398)

1,186,495

843,323

41 %

41 %

 

Reconciliation of Organic revenue excluding digital assets and cryptocurrencies at constant currency and Organic revenue growth excluding digital assets and cryptocurrencies at constant currency to Revenue

The following table reconciles Revenue to Organic revenue excluding digital assets and cryptocurrencies at constant currency and Organic revenue growth excluding digital assets and cryptocurrencies at constant currency for the period indicated: 

(In
thousands of
US dollars
except for
percentages)

Three months ended

December 31, 2023

Three months ended

December 31, 2022

Revenue as
reported

Revenue
from
acquisitions(1)

Revenue
from digital
assets and
cryptocurre
ncies
(2)

Foreign
currency
exchange
impact on
revenue

Organic revenue
excluding digital
assets and
cryptocurrencies
at constant
currency

Revenue as
reported

Revenue from
digital assets and
cryptocurrencies

Comparable organic
revenue excluding
digital assets and
cryptocurrencies

Revenue
growth

Organic revenue
growth
excluding digital
assets and
cryptocurrencies
at constant
currency

$

$

$

$

$

$

$

$

Revenue

321,517

(81,298)

(17,249)

(4,525)

218,445

220,339

(19,198)

201,141

46 %

9 %

(In thousands of US dollars except for percentages)

Years ended December 31, 2023

Years ended December 31, 2022

Revenue as reported

Revenue from acquisitions(1)

Revenue from digital assets and cryptocurrencies(2)

Foreign currency exchange impact on revenue

Organic revenue excluding digital assets and cryptocurrencies  at constant currency

Revenue as reported

Revenue from digital assets and cryptocurrencies

Comparable organic revenue excluding digital assets and cryptocurrencies

Revenue growth

Organic revenue growth excluding digital assets and cryptocurrencies at constant currency

$

$

$

$

$

$

$

$

Revenue

1,189,893

(264,513)

(71,875)

(3,730)

849,775

843,323

(118,879)

724,444

41 %

17 %

(1)

Revenue from acquisitions reflects revenue from Paya, which was acquired on February 22, 2023, as well as another immaterial acquisition completed during the period, and revenue from divestitures was nil in both periods presented.

(2)

Represent organic revenue from digital assets and cryptocurrencies.

 

Reconciliation of Organic revenue at constant currency and Organic revenue growth at constant currency to Revenue

The following table reconciles Revenue to Organic revenue at constant currency and Organic revenue growth at constant currency for the period indicated:

(In thousands
of US dollars
except for
percentages)

Three months ended

December 31, 2023

Three months ended
December 31, 2022

Revenue as
reported

Revenue
from
acquisitions
(a)

Revenue
from
divestitures

Foreign
currency
exchange
impact on
organic
revenue

Organic
revenue at
constant
currency

Revenue as
reported

Revenue
from
divestitures

Comparable
organic
revenue

Revenue
growth

Organic
revenue
growth at
constant
currency

$

$

$

$

$

$

$

Revenue

321,517

(81,298)

(4,930)

235,289

220,339

220,339

46 %

7 %

(In thousands
of US dollars
except for
percentages)

Years ended

December 31, 2023

Years ended
December 31, 2022

Revenue as
reported

Revenue
from
acquisitions
(a)

Revenue
from
divestitures

Foreign
currency
exchange
impact on
organic
revenue

Organic
revenue at
constant
currency

Revenue as
reported

Revenue
from
divestitures

Comparable
organic
revenue

Revenue
growth

Organic
revenue
growth at
constant
currency

$

$

$

$

$

$

$

Revenue

1,189,893

(264,513)

(3,398)

921,982

843,323

843,323

41 %

9 %

(a)

Revenue from acquisitions primarily reflects revenue from Paya which was acquired on February 22, 2023. 

 

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Technology

S&P Global Announces New Strategic Direction for Upstream Energy Business

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Divests its geoscience and petroleum engineering software portfolio to global technology firm SLB in order to sharpen focus on proprietary data and insightsLaunches Titan, a new customer facing AI-powered platform for upstream data and insightsPartners with SLB to distribute S&P Global Energy data and develop new tools

NEW YORK, April 24, 2026 /PRNewswire/ — Today, S&P Global announced strategic innovations and changes to its upstream energy business, beginning with a definitive agreement to sell S&P Global Energy’s geoscience and petroleum engineering software portfolio to SLB, a global technology company driving energy innovation across more than 100 countries. This portfolio of subsurface and engineering software, widely used by U.S. onshore and unconventional operators, includes Kingdom Software, Petra, Harmony Enterprise, Analytics Explorer, SubPUMP, PowerTools, FieldDIRECT, Piper, WellTest, and The Element Platform, together with associated business services.

In addition, S&P Global Energy will launch an AI-powered upstream data platform known as Titan, designed to transform how customers discover, analyze, and act on high-quality data and insights. Built on comprehensive global coverage spanning 113 countries, Titan will serve an estimated 110,000 users across 4,000 client organizations, scaling from individual analysts to global enterprises.

Currently in beta testing with select customers, Titan is scheduled for full commercial launch later this year. The platform consolidates content and analytics into a single, high-performance workspace that accelerates critical decision-making. Titan differentiates through an AI-Powered experience that enables anticipatory discovery, surfacing relevant patterns before users need to search, and helping teams translate upstream market signals into faster commercial and strategic actions.

“This new strategic direction for our upstream business will allow us to transform a core part of our business and deliver enhanced value to our customers,” said Dave Ernsberger, President, S&P Global Energy. “Backed by an innovative new AI-powered platform, Titan, that will fundamentally change how our upstream data is connected and delivered, we are taking a significant leap forward in how we serve global energy markets as the most trusted provider of data and insights. These new investments could not come at a more important time as the world navigates a challenging energy environment, powered by the data and insights we provide.”

Along with launching Titan, divesting these software assets will allow S&P Global Energy to focus on providing world class data and insights and pursue a channel-agnostic approach toward the distribution of its content. As part of this transaction, S&P Global Energy will continue to distribute its leading proprietary data through the divested geoscience and petroleum engineering workflow tools. The parties have also entered an agreement to expand their partnership through further data distribution and collaboration on building new AI models to transform upstream business use cases.
 
“Unconventional markets demand speed, scale and efficiency,” said Olivier Le Peuch, Chief Executive Officer, SLB. “This software portfolio is widely used by U.S. land operators in their daily workflows. By integrating these capabilities with our industrial-scale digital platforms and AI technologies we can serve customers across the full spectrum of subsurface and planning needs.”  

SLB’s upstream energy sector tools and services are designed to deliver insights and manage data to meet diverse client needs across exploration, production, logistics, and midstream infrastructure including pipelines, storage terminals, and ports. The customers include national and international energy companies, and independents, along with midstream-downstream operating companies.

The transaction is subject to the satisfaction of customary conditions, including the receipt of regulatory approvals, and is expected to close in the second half of 2026 or early 2027. Terms of the transaction were not disclosed.

J.P. Morgan Securities LLC is acting as financial advisor to S&P Global. Ropes & Gray LLP is acting as legal advisor to S&P Global. Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to SLB.

Media Contacts:

Josh Goldstein    
S&P Global Energy  
+1 954-254-4900  
josh.goldstein@spglobal.com  

Orla O’Brien  
S&P Global  
+1 857-407-8559  
orla.obrien@spglobal.com   

About S&P Global Energy
At S&P Global Energy (formerly S&P Global Commodity Insights), our comprehensive view of global energy and commodities markets enables our customers to make superior decisions and create long-term, sustainable value. Our four core capabilities are: Platts for pricing and news; CERA for research and advisory; Horizons for energy expansion and sustainability solutions; and Events for industry collaboration.

S&P Global Energy is a division of S&P Global (NYSE: SPGI). S&P Global enables businesses, governments, and individuals with trusted data, expertise, and technology to make decisions with conviction. We are Advancing Essential Intelligence through world-leading benchmarks, data, and insights that customers need in order to plan confidently, act decisively, and thrive economically in a rapidly changing global landscape. Learn more at www.spglobal.com/energy

About SLB  
SLB is a global technology company that has driven energy innovation for 100 years.  With a global presence in more than 100 countries and employees representing almost twice as many nationalities, we work each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition.

Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; the Company’s cost structure, dividend policy, cash flows or liquidity; and the anticipated separation of S&P Global Mobility (“Mobility”) into a standalone public company.

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from the U.S. administration;the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;the demand and market for credit ratings in and across the sectors and geographies where the Company operates;the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, or protect against a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;the outcome of litigation, government and regulatory proceedings, investigations and inquiries;concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services;the level of merger and acquisition activity in the United States and abroad;the level of the Company’s future cash flows and capital investments;the effect of competitive products (including those incorporating artificial intelligence (“AI”)) and pricing, including the level of success of new product developments and global expansion;the impact of customer cost-cutting pressures;a decline in the demand for our products and services by our customers and other market participants;our ability to develop new products or technologies, to integrate our products with new technologies (e.g., AI), or to compete with new products or technologies offered by new or existing competitors;the introduction of competing products (including those developed by AI) or technologies by other companies;our ability to protect our intellectual property from unauthorized use and infringement, including by others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through our own use of AI in our products and services;our ability to attract, incentivize and retain key employees, especially in a competitive business environment;our ability to successfully navigate key organizational changes;the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith;the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;consolidation of the Company’s customers, suppliers or competitors;the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;the impact of changes in applicable tax or accounting requirements on the Company;the separation of Mobility not being consummated within the anticipated time period or at all;the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax purposes;any disruption to the Company’s business in connection with the proposed separation of Mobility;any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation; andfollowing the separation of Mobility, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.

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Charter Announces First Quarter 2026 Results

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STAMFORD, Conn., April 24, 2026 /PRNewswire/ — Charter Communications, Inc. (along with its subsidiaries, the “Company” or “Charter”), which operates the Spectrum brand, today reported financial and operating results for the three months ended March 31, 2026.

First quarter Spectrum Mobile™ lines increased by 368,000 and by 1.8 million over the last twelve months. As of March 31, 2026, Charter served 12.1 million mobile lines.During the first quarter, Spectrum Internet® customers declined by 120,000. As of March 31, 2026, Charter served 29.6 million Internet customers.As of March 31, 2026, customer relationships totaled 31.7 million and connectivity customers totaled 30.5 million.First quarter revenue of $13.6 billion declined 1.0% year-over-year, primarily driven by lower residential video revenue. Residential connectivity revenue grew 0.9% year-over-year.Net income attributable to Charter shareholders totaled $1.2 billion in the first quarter.  First quarter Adjusted EBITDA1 of $5.6 billion declined 2.2% year-over-year and declined 1.8% excluding transition expenses.First quarter capital expenditures totaled $2.9 billion and included $812 million of line extensions.First quarter net cash flows from operating activities totaled $4.3 billion versus $4.2 billion in the prior year.First quarter free cash flow1 of $1.4 billion decreased from $1.6 billion in the prior year, primarily due to higher capital expenditures, partly offset by higher operating cash flow.During the first quarter, Charter purchased 4.3 million shares of Charter Class A common stock for $963 million.

“We remain confident about our ability to win in the marketplace and grow over the longer term. That confidence is founded on our advanced network, our core operating strategy of delivering great products at great prices and our focus on increasing customer satisfaction,” said Chris Winfrey, President and CEO of Charter. “As we continue to improve our products, pricing, packaging, and service, and complete our rural and network initiatives, we are poised for improving customer and free cash flow growth.”

1.

Adjusted EBITDA and free cash flow are non-GAAP measures defined in the “Use of Adjusted EBITDA and Free Cash Flow Information” section and are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the addendum of this news release.

Key Operating Results

Approximate as of

March 31, 2026 (c)

March 31, 2025 (c)

Y/Y Change

Footprint

Estimated Passings (d)

58,661

57,167

2.6 %

Customer Relationships (e)

Residential

29,452

29,914

(1.5) %

Small Business

2,231

2,246

(0.7) %

  Total Customer Relationships

31,683

32,160

(1.5) %

Residential

(157)

(50)

(107)

Small Business

(6)

(4)

(2)

  Total Customer Relationships Quarterly Net Additions

(163)

(54)

(109)

Total Customer Relationship Penetration of Estimated Passings (f)

54.0 %

56.3 %

(2.3) ppts

Monthly Residential Revenue per Residential Customer (g)

$               118.44

$               120.07

(1.4) %

Monthly Small Business Revenue per Small Business Customer (h)

$               162.71

$               161.31

0.9 %

Residential Customer Relationships Penetration (i)

One Product Penetration

47.7 %

48.9 %

(1.2) ppts

Two Product Penetration

34.8 %

33.4 %

1.4 ppts

Three or More Product Penetration

17.5 %

17.7 %

(0.2) ppts

Connectivity (j)

Residential

28,446

28,758

(1.1) %

Small Business

2,074

2,080

(0.3) %

  Total Connectivity Customers

30,520

30,838

(1.0) %

Residential

(117)

(5)

(112)

Small Business

(3)

(2)

(1)

  Total Connectivity Quarterly Net Additions

(120)

(7)

(113)

Internet

Residential

27,524

27,979

(1.6) %

Small Business

2,036

2,045

(0.5) %

  Total Internet Customers

29,560

30,024

(1.5) %

Residential

(117)

(55)

(62)

Small Business

(3)

(4)

1

  Total Internet Quarterly Net Additions

(120)

(59)

(61)

Mobile Lines (k)

Residential

11,714

10,031

16.8 %

Small Business

420

334

25.7 %

  Total Mobile Lines

12,134

10,365

17.1 %

Residential

344

488

(144)

Small Business

24

19

5

  Total Mobile Lines Quarterly Net Additions

368

507

(139)

Video (l)

Residential

12,021

12,160

(1.1) %

Small Business

524

551

(5.0) %

  Total Video Customers

12,545

12,711

(1.3) %

Residential

(51)

(167)

116

Small Business

(9)

(14)

5

  Total Video Quarterly Net Additions

(60)

(181)

121

Voice

Residential

4,665

5,372

(13.2) %

Small Business

1,207

1,234

(2.2) %

  Total Voice Customers

5,872

6,606

(11.1) %

Mid-Market & Large Business (m)

Mid-Market & Large Business Primary Service Units (“PSUs”)

360

344

4.5 %

Mid-Market & Large Business Quarterly Net Additions

3

4

(1)

In thousands, except per customer and penetration data. See footnotes to unaudited summary of operating statistics on page 7 of the addendum of this news release. The footnotes contain important disclosures regarding the definitions used for these operating statistics.  All percentages are calculated using whole numbers. Minor differences may exist due to rounding.

First quarter total Internet customers decreased by 120,000, compared to a decline of 59,000 during the first quarter of 2025. Spectrum Internet delivers the fastest Internet speeds1 in the nation. Spectrum is evolving its connectivity network to offer symmetrical and multi-gigabit Internet speeds across its entire footprint and has launched symmetrical Internet service in several markets. Spectrum expects to complete its network evolution initiative in 2027. Spectrum Advanced WiFi provides customers an optimized home network while providing greater control of connected devices with enhanced security and privacy. In February, Spectrum launched its Invincible WiFi™ product, a tri-band advanced WiFi 7 router that integrates 5G cellular and battery backup to keep customers seamlessly and fully connected during a power outage or network disruption. In the first quarter, Spectrum launched its $1,000 savings guarantee; customers signing up to Spectrum Internet and switching two or more mobile lines from Verizon, AT&T or T-Mobile are now guaranteed $1,000 of savings in their first year, or Spectrum will cover the difference.

During the first quarter of 2026, Charter added 368,000 total mobile lines, compared to growth of 507,000 during the first quarter of 2025. Spectrum Mobile offers the fastest overall speeds,2 with plans that include 5G access, do not require contracts and include taxes and fees in the price. Spectrum Mobile is central to Charter’s converged network strategy to provide customers a differentiated connectivity experience with highly competitive, simple data plans and pricing.

Total video customers decreased by 60,000 in the first quarter of 2026, compared to a decline of 181,000 in the first quarter of 2025, with the improvement driven by simplified pricing and packaging and benefits from the inclusion of programmers’ streaming applications in Spectrum’s expanded basic video packages. As of March 31, 2026, Charter had 12.5 million total video customers.

Spectrum TV Select video customers now receive up to approximately $120 per month (soon to be approximately $126 per month) of programmers’ streaming application retail value at no extra cost, including the ad-supported versions of Disney+, Hulu, ESPN Unlimited, HBO Max, Paramount+, Peacock, AMC+, ViX, Tennis Channel and Fox One, with Discovery+ launching soon. In October 2025, Spectrum unveiled the Spectrum App Store, an innovative digital marketplace where Spectrum TV customers can activate, manage and upgrade the streaming apps included with their video plans. The Spectrum App Store also allows Spectrum customers without a traditional TV package to purchase and manage streaming apps à la carte.

During the first quarter of 2026, total wireline voice customers declined by 174,000, compared to a decline of 278,000 in the first quarter of 2025. As of March 31, 2026, Charter had 5.9 million total wireline voice customers.

Charter continues to work with federal, state and local governments to bring Spectrum Internet to unserved and underserved communities. During the first quarter of 2026, Charter activated 89,000 subsidized rural passings. Within Charter’s subsidized rural footprint, total customer relationships increased by 41,000 in the first quarter of 2026.

1.

Fastest Speeds claim based on Broadband Download Speed among the top 5 national providers in Opensignal USA: Fixed Broadband Experience Report – May 2025. Based on Opensignal independent analysis of mean download speed.

2.

Fastest Wireless Speeds based on combined mean download speed results for 4G, 5G and Wi-Fi across converged users on the top 5 national providers in November 2025 report.

First Quarter Financial Results
(in millions)

Three Months Ended March 31,

2026

2025

% Change

Revenues:

  Internet

$    5,852

$    5,930

(1.3) %

  Mobile service

1,052

914

15.1 %

Connectivity

6,904

6,844

0.9 %

Video

3,252

3,580

(9.2) %

Voice

338

356

(5.0) %

Residential revenue

10,494

10,780

(2.7) %

Small business

1,090

1,088

0.2 %

Mid-market & large business

749

734

2.1 %

Commercial revenue

1,839

1,822

1.0 %

Advertising sales

358

340

5.3 %

Other

906

793

14.2 %

Total Revenues

$  13,597

$  13,735

(1.0) %

Net income attributable to Charter shareholders

$    1,163

$    1,217

(4.4) %

Net income attributable to Charter shareholders margin

8.6 %

8.9 %

Adjusted EBITDA1

$    5,637

$    5,763

(2.2) %

Adjusted EBITDA margin

41.5 %

42.0 %

Capital expenditures

$    2,855

$    2,399

19.0 %

Net cash flows from operating activities

$    4,304

$    4,236

1.6 %

Free cash flow1

$    1,372

$    1,564

(12.3) %

All percentages are calculated using whole numbers. Minor differences may exist due to rounding.

1.

Adjusted EBITDA and free cash flow are non-GAAP measures defined in the “Use of Adjusted EBITDA and Free Cash Flow Information” section and are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the addendum of this news release.

Revenues

First quarter revenue decreased by 1.0% year-over-year to $13.6 billion, driven by lower residential video revenue partly due to costs allocated to programmer streaming applications and netted within video revenue and lower residential Internet revenue, partly offset by an increase in residential mobile service revenue and higher mobile device revenue. Excluding advertising sales revenue and costs allocated to programmer streaming applications and netted within video revenue, first quarter total revenue grew by 0.1% year-over-year.

Residential revenue totaled $10.5 billion in the first quarter, a decrease of 2.7% year-over-year, driven by a year-over-year decline in residential customers of 1.5% and a decrease in monthly residential revenue per residential customer of 1.4%.

First quarter 2026 monthly residential revenue per residential customer totaled $118.44, a decrease of 1.4% compared to the prior year period. The decline was driven by a higher mix of lower priced video packages within Charter’s video customer base, $218 million of costs allocated to programmer streaming applications and netted within video revenue versus $47 million in the prior year period and a decline in video customers during the last year, partly offset by promotional rate step-ups, rate adjustments and the growth of Spectrum Mobile. Excluding costs allocated to programmer streaming applications and netted within video revenue, monthly residential revenue per residential customer increased 0.3% compared to the prior year period.

Internet revenue declined 1.3% year-over-year to $5.9 billion, driven by a decline in Internet customers year-over year, partly offset by a favorable change in bundled revenue allocation year-over-year, promotional rate step-ups and rate adjustments.

First quarter mobile service revenue totaled $1.1 billion, an increase of 15.1% year-over-year, driven by mobile line growth and rate adjustments, partly offset by less favorable bundled revenue allocation year-over-year.

Video revenue totaled $3.3 billion in the first quarter, a decrease of 9.2% compared to the prior year period, driven by a higher mix of lower priced video packages within Charter’s video customer base, $218 million of costs allocated to programmer streaming applications and netted within video revenue versus $47 million in the prior year period, more unfavorable bundled revenue allocation year-over-year and a decline in video customers during the last year, partly offset by promotional rate step-ups and video rate adjustments that pass through programmer rate increases.

Voice revenue decreased by 5.0% year-over-year to $338 million, driven by a decline in wireline voice customers, partly offset by voice rate adjustments.

Commercial revenue increased by 1.0% year-over-year to $1.8 billion, driven by mid-market and large business revenue growth of 2.1% year-over-year and an increase in small business revenue of 0.2%. Mid-market and large business revenue excluding wholesale increased by 2.8% year-over-year, mostly reflecting PSU growth. The year-over-year increase in first quarter 2026 small business revenue was driven by a 0.9% increase year-over-year in monthly small business revenue per small business customer, mostly offset by a decline in small business customer relationships year-over-year.

First quarter advertising sales revenue of $358 million increased by 5.3% compared to the year-ago quarter, primarily driven by higher political revenue. Excluding political revenue in both periods, advertising sales revenue decreased by 3.4% year-over-year driven by lower linear advertising revenue, partly offset by higher streaming advertising revenue.

Other revenue totaled $906 million in the first quarter, an increase of 14.2% compared to the first quarter of 2025, primarily driven by higher mobile device sales.

Operating Costs and Expenses

First quarter total operating costs and expenses declined 0.2% year-over-year to $8.0 billion driven by lower programming costs, mostly offset by higher other costs of revenue.

First quarter programming costs decreased by $214 million, or 9.3% as compared to the first quarter of 2025, reflecting $218 million of costs allocated to programmer streaming applications and netted within video revenue versus $47 million in the prior year period, a higher mix of lower cost packages within Charter’s video customer base and fewer video customers, partly offset by contractual programming rate increases and renewals.

Other costs of revenue increased by $181 million, or 11.4% year-over-year, primarily driven by higher mobile service direct costs, higher mobile device sales and higher advertising sales costs given higher political revenue.

Field and technology operations expenses decreased by $24 million, or 1.8% year-over-year, primarily driven by lower labor expense.

Customer operations expenses decreased by $6 million, or 0.8% year-over-year, primarily due to a decrease in bad debt expense.

Marketing and residential sales expenses decreased by $30 million or 3.2% year-over-year, due to lower marketing and labor expenses.

Transition expenses represent incremental costs incurred to prepare for the integration of the previously announced Cox transaction.

Other expenses increased by $57 million, or 5.3% as compared to the first quarter of 2025, primarily due to one-time benefits of $75 million in the prior year period.

Net Income Attributable to Charter Shareholders

Net income attributable to Charter shareholders totaled $1.2 billion in the first quarter of 2026 and 2025, with lower Adjusted EBITDA and higher depreciation and amortization, partly offset by a decrease in other operating expenses due to a non-strategic asset impairment charge in the first quarter of 2025.

Net income per basic common share attributable to Charter shareholders totaled $9.27 in the first quarter of 2026 compared to $8.59 during the same period last year. The increase was primarily the result of a 11.4% decrease in basic weighted average common shares outstanding versus the prior year period, partly offset by the factors described above.

Adjusted EBITDA

First quarter Adjusted EBITDA of $5.6 billion declined by 2.2% year-over-year, reflecting a decline in revenue of 1.0%, partly offset by a decrease in operating costs and expenses of 0.2%. Excluding transition expenses, Adjusted EBITDA declined 1.8% year-over-year.

Capital Expenditures

Capital expenditures totaled $2.9 billion in the first quarter of 2026, an increase of $456 million compared to the first quarter of 2025 given timing of spend, with higher upgrade/rebuild (primarily network evolution) and CPE, partly offset by lower line extension spend.

Charter continues to expect full year 2026 capital expenditures, excluding impacts from the previously announced Cox transaction, to total approximately $11.4 billion. The actual amount of capital expenditures in 2026 will depend on a number of factors including, but not limited to, the pace of Charter’s network evolution and expansion initiatives, supply chain timing and growth rates in Charter’s residential and commercial businesses.

Cash Flow and Free Cash Flow

During the first quarter of 2026, net cash flows from operating activities totaled $4.3 billion, an increase from $4.2 billion in the prior year. The year-over-year increase was primarily due to a less unfavorable change in working capital, partly offset by lower Adjusted EBITDA and higher cash paid for interest.

Free cash flow in the first quarter of 2026 totaled $1.4 billion, a decrease of $192 million compared to the first quarter of 2025. The year-over-year decrease in free cash flow was driven by higher capital expenditures, partly offset by a less unfavorable change in accrued expenses related to capital expenditures and higher net cash flows from operating activities.

Liquidity & Financing

As of March 31, 2026, total principal amount of debt was $94.3 billion and Charter’s credit facilities provided approximately $4.6 billion of additional liquidity in excess of Charter’s $517 million cash position.

In January 2026, CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. jointly issued $1.75 billion aggregate principal amount of 7.000% senior notes due February 2033 at par and $1.25 billion aggregate principal amount of 7.375% senior notes due February 2036 at par. In February 2026, CCO Holdings and CCO Holdings Capital Corp. redeemed $750 million in aggregate principal amount of the outstanding 5.500% senior notes due 2026 and $2.25 billion in aggregate principal amount of the outstanding 5.125% senior notes due 2027.

Share Repurchases

During the three months ended March 31, 2026, Charter purchased 4.3 million shares of Charter Class A common stock for $963 million.

Webcast

Charter will host a webcast on Friday, April 24, 2026 at 8:30 a.m. Eastern Time (ET) related to the contents of this release.

The webcast can be accessed live via the Company’s investor relations website at ir.charter.com. Participants should go to the webcast link no later than 10 minutes prior to the start time to register. The webcast will be archived at ir.charter.com two hours after completion of the webcast.

Additional Information Available on Website

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, which will be posted on the “Results & SEC Filings” section of the Company’s investor relations website at ir.charter.com, when it is filed with the Securities and Exchange Commission (the “SEC”). A slide presentation to accompany the conference call and a trending schedule containing historical customer and financial data will also be available in the “Results & SEC Filings” section.

Use of Adjusted EBITDA and Free Cash Flow Information

The Company uses certain measures that are not defined by U.S. generally accepted accounting principles (“GAAP”) to evaluate various aspects of its business. Adjusted EBITDA and free cash flow are non-GAAP financial measures and should be considered in addition to, not as a substitute for, net income attributable to Charter shareholders and net cash flows from operating activities reported in accordance with GAAP. These terms, as defined by Charter, may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA and free cash flow are reconciled to net income attributable to Charter shareholders and net cash flows from operating activities, respectively, in the Addendum to this release.

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other income (expenses), net and other operating (income) expenses, net, such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of the Company’s businesses as well as other non-cash or special items, and is unaffected by the Company’s capital structure or investment activities. However, this measure is limited in that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues and the cash cost of financing. These costs are evaluated through other financial measures.

Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.

Management and Charter’s board of directors use Adjusted EBITDA and free cash flow to assess Charter’s performance and its ability to service its debt, fund operations and make additional investments with internally generated funds. In addition, Adjusted EBITDA generally correlates to the leverage ratio calculation under the Company’s credit facilities or outstanding notes to determine compliance with the covenants contained in the facilities and notes (all such documents have been previously filed with the SEC). For the purpose of calculating compliance with leverage covenants, the Company uses Adjusted EBITDA, as presented, excluding certain expenses paid by its operating subsidiaries to other Charter entities. The Company’s debt covenants refer to these expenses as management fees, which were $366 million for both the three months ended March 31, 2026 and 2025.

About Charter

Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company with services available to nearly 59 million homes and small to large businesses across 41 states through its Spectrum brand. Founded in 1993, Charter has evolved from providing cable TV to streaming, and from high-speed Internet to a converged broadband, WiFi and mobile experience. Over the Spectrum Fiber Broadband Network and supported by our 100% U.S.-based employees, the Company offers Seamless Connectivity and Entertainment with Spectrum Internet®, Mobile, TV and Voice products.

More information about Charter can be found at corporate.charter.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial.  Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations.  Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in our filings with the SEC.  Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as “believe,” “future,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “initiatives,” “seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,” “grow,” “focused on” and “potential,” among others.  Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in our annual report on Form 10-K, and in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

our ability to sustain and grow revenues and cash flow from operations by offering Internet, mobile, video, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our service areas and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures;the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite (“DBS”) operators, wireless and satellite broadband and telephone providers, digital subscriber line (“DSL”) providers, fiber to the home providers and providers of video content over broadband Internet connections;general business conditions, unemployment levels and the level of activity in the housing sector and economic uncertainty or downturn;our ability to develop and deploy new products and technologies including consumer services and service platforms;any events that disrupt our networks, information systems or properties and impair our operating activities or our reputation;the effects of governmental regulation on our business including subsidies to consumers, subsidies and incentives for competitors, costs, disruptions and possible limitations on operating flexibility related to, and our ability to comply with, regulatory conditions applicable to us;our ability to procure necessary services and equipment from our vendors in a timely manner and at reasonable costs including in connection with our network evolution and rural construction initiatives;our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents and distribution requirements);the ability to hire and retain key personnel;the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions;our ability to satisfy the conditions to consummate the Liberty Broadband Combination and/or the Cox Transactions and/or to consummate the Liberty Broadband Combination and/or the Cox Transactions in a timely manner or at all;the risks related to us being restricted in the operation of our business while the Liberty Broadband Merger Agreement and the Cox Communications Transaction Agreement are in effect;other risks related to the Liberty Broadband Combination as described in the definitive joint proxy statement/prospectus with respect to the Liberty Broadband Combination, filed by Charter on January 22, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein; andother risks related to the Cox Transactions as described in the definitive proxy statement with respect to the Cox Transactions, filed by Charter on July 2, 2025, including the sections entitled “Risk Factors” and “Where You Can Find More Information” included therein.

All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement.  We are under no duty or obligation to update any of the forward-looking statements after the date of this communication.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES

(dollars in millions)

Three Months Ended
March 31,

Last Twelve Months Ended
March 31,

2026

2025

2026

2025

Net income attributable to Charter shareholders

$      1,163

$      1,217

$       4,933

$       5,194

Plus:  Net income attributable to noncontrolling interest

200

192

787

788

  Interest expense, net

1,256

1,241

5,057

5,154

  Income tax expense

465

445

1,712

1,648

  Depreciation and amortization

2,211

2,181

8,741

8,664

  Stock compensation expense

203

222

654

659

  Other, net

139

265

698

728

Adjusted EBITDA (a)

$      5,637

$      5,763

$     22,582

$     22,835

Net cash flows from operating activities

$      4,304

$      4,236

$     16,145

$     15,454

Less:  Purchases of property, plant and equipment

(2,855)

(2,399)

(12,115)

(10,877)

  Change in accrued expenses related to capital expenditures

(77)

(273)

782

886

Free cash flow (a)

$      1,372

$      1,564

$       4,812

$       5,463

The above schedule is presented in order to reconcile Adjusted EBITDA and free cash flow, non-GAAP measures, to the most directly comparable GAAP measures in accordance with Section 401(b) of the Sarbanes-Oxley Act.

UNAUDITED ALTERNATIVE PRESENTATION OF ADJUSTED EBITDA

(dollars in millions)

Three Months Ended March 31,

2026

2025

% Change

REVENUES:

  Internet

$        5,852

$        5,930

(1.3) %

  Mobile service

1,052

914

15.1 %

Connectivity

6,904

6,844

0.9 %

Video

3,252

3,580

(9.2) %

Voice

338

356

(5.0) %

Residential revenue

10,494

10,780

(2.7) %

Small business

1,090

1,088

0.2 %

Mid-market & large business

749

734

2.1 %

Commercial revenue

1,839

1,822

1.0 %

Advertising sales

358

340

5.3 %

Other

906

793

14.2 %

Total Revenues

13,597

13,735

(1.0) %

COSTS AND EXPENSES:

Programming

2,088

2,302

(9.3) %

Other costs of revenue

1,765

1,584

11.4 %

Field and technology operations

1,258

1,282

(1.8) %

Customer operations

766

772

(0.8) %

Marketing and residential sales

919

949

(3.2) %

Transition expenses

24

n/a

Other expense (b)

1,140

1,083

5.3 %

  Total operating costs and expenses (b)

7,960

7,972

(0.2) %

Adjusted EBITDA (a)

$        5,637

$        5,763

(2.2) %

All percentages are calculated using whole numbers. Minor differences may exist due to rounding.  See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, except per share data)

Three Months Ended March 31,

2026

2025

REVENUES

$       13,597

$       13,735

COSTS AND EXPENSES:

Operating costs and expenses (exclusive of items shown separately below)

8,163

8,194

Depreciation and amortization

2,211

2,181

Other operating expenses, net

15

123

10,389

10,498

  Income from operations

3,208

3,237

OTHER INCOME (EXPENSES):

Interest expense, net

(1,256)

(1,241)

Other expenses, net

(124)

(142)

(1,380)

(1,383)

Income before income taxes

1,828

1,854

Income tax expense

(465)

(445)

Consolidated net income

1,363

1,409

Less: Net income attributable to noncontrolling interests

(200)

(192)

Net income attributable to Charter shareholders

$         1,163

$         1,217

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO CHARTER SHAREHOLDERS:

Basic

$           9.27

$           8.59

Diluted

$           9.17

$           8.42

Weighted average common shares outstanding, basic

125,488,486

141,591,396

Weighted average common shares outstanding, diluted

126,849,271

144,574,684

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

March 31,

December 31

2026

2025

ASSETS

(unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$               517

$               477

Accounts receivable, net

3,510

3,680

Prepaid expenses and other current assets

933

987

Total current assets

4,960

5,144

INVESTMENT IN CABLE PROPERTIES:

Property, plant and equipment, net

47,198

46,444

Customer relationships, net

324

440

Franchises

67,471

67,471

Goodwill

29,710

29,710

Total investment in cable properties, net

144,703

144,065

OTHER NONCURRENT ASSETS

4,981

5,004

Total assets

$        154,644

$        154,213

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable, accrued and other current liabilities

$          12,375

$          12,556

Current portion of long-term debt

750

Total current liabilities

12,375

13,306

LONG-TERM DEBT

94,414

94,006

EQUIPMENT INSTALLMENT PLAN FINANCING FACILITY

1,596

1,447

DEFERRED INCOME TAXES

20,049

19,841

OTHER LONG-TERM LIABILITIES

5,140

5,094

SHAREHOLDERS’ EQUITY:

Controlling interest

16,385

16,054

Noncontrolling interests

4,685

4,465

Total shareholders’ equity

21,070

20,519

Total liabilities and shareholders’ equity

$        154,644

$        154,213

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

Three Months Ended March 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated net income

$        1,363

$        1,409

Adjustments to reconcile consolidated net income to net cash flows from operating activities:

  Depreciation and amortization

2,211

2,181

  Stock compensation expense

203

222

  Noncash interest, net

6

8

  Deferred income taxes

214

(27)

  Other, net

126

233

Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:

  Accounts receivable

5

(48)

  Prepaid expenses and other assets

7

(235)

  Accounts payable, accrued liabilities and other

169

493

  Net cash flows from operating activities

4,304

4,236

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(2,855)

(2,399)

Change in accrued expenses related to capital expenditures

(77)

(273)

Other, net

(42)

(132)

Net cash flows from investing activities

(2,974)

(2,804)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings of long-term debt

7,216

1,393

Borrowings of equipment installment plan financing facility

148

121

Repayments of long-term debt

(7,499)

(1,609)

Payments for debt issuance costs

(30)

Purchase of treasury stock

(1,026)

(802)

Proceeds from exercise of stock options

2

17

Purchase of noncontrolling interest

(20)

Distributions to noncontrolling interest

(2)

(3)

Other, net

(115)

(169)

Net cash flows from financing activities

(1,306)

(1,072)

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

24

360

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

598

506

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

$           622

$          866

CASH PAID FOR INTEREST

$        1,067

$          995

As of March 31, 2026, December 31, 2025, March 31, 2025 and December 31, 2024, cash, cash equivalents and restricted cash includes $105 million, $121 million, $70 million and $47 million of restricted cash included in prepaid expenses and other current assets in the consolidated balance sheets, respectively.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED SUMMARY OF OPERATING STATISTICS

(in thousands, except per customer and penetration data)

Approximate as of

March 31,
2026 (c)

December 31,
2025 (c)

March 31,
2025 (c)

Footprint

Estimated Passings (d)

58,661

58,399

57,167

Customer Relationships (e)

Residential

29,452

29,609

29,914

Small Business

2,231

2,237

2,246

  Total Customer Relationships

31,683

31,846

32,160

Residential

(157)

(125)

(50)

Small Business

(6)

(2)

(4)

  Total Customer Relationships Quarterly Net Additions

(163)

(127)

(54)

Total Customer Relationship Penetration of Estimated Passings (f)

54.0 %

54.5 %

56.3 %

Monthly Residential Revenue per Residential Customer (g)

$     118.44

$       117.19

$     120.07

Monthly Small Business Revenue per Small Business Customer (h)

$     162.71

$       159.85

$     161.31

Residential Customer Relationships Penetration (i)

One Product Penetration

47.7 %

48.0 %

48.9 %

Two Product Penetration

34.8 %

34.5 %

33.4 %

Three or More Product Penetration

17.5 %

17.5 %

17.7 %

Connectivity (j)

Residential

28,446

28,563

28,758

Small Business

2,074

2,077

2,080

  Total Connectivity Customers

30,520

30,640

30,838

Residential

(117)

(95)

(5)

Small Business

(3)

(2)

  Total Connectivity Quarterly Net Additions

(120)

(95)

(7)

Internet

Residential

27,524

27,641

27,979

Small Business

2,036

2,039

2,045

  Total Internet Customers

29,560

29,680

30,024

Residential

(117)

(119)

(55)

Small Business

(3)

(4)

  Total Internet Quarterly Net Additions

(120)

(119)

(59)

Mobile Lines (k)

Residential

11,714

11,370

10,031

Small Business

420

396

334

  Total Mobile Lines

12,134

11,766

10,365

Residential

344

406

488

Small Business

24

22

19

  Total Mobile Lines Quarterly Net Additions

368

428

507

Video (l)

Residential

12,021

12,072

12,160

Small Business

524

533

551

  Total Video Customers

12,545

12,605

12,711

Residential

(51)

49

(167)

Small Business

(9)

(5)

(14)

  Total Video Quarterly Net Additions

(60)

44

(181)

Voice

Residential

4,665

4,832

5,372

Small Business

1,207

1,214

1,234

  Total Voice Customers

5,872

6,046

6,606

Mid-Market & Large Business (m)

Mid-Market & Large Business Primary Service Units (“PSUs”)

360

357

344

Mid-Market & Large Business Quarterly Net Additions

3

3

4

See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

UNAUDITED CAPITAL EXPENDITURES

(dollars in millions)

Three Months Ended March 31,

2026

2025

Customer premise equipment (n)

$          668

$          473

Scalable infrastructure (o)

310

293

Upgrade/rebuild (p)

675

395

Support capital (q)

390

360

Capital expenditures, excluding line extensions

2,043

1,521

  Subsidized rural construction line extensions

426

467

  Other line extensions

386

411

Total line extensions (r)

812

878

Total capital expenditures

$       2,855

$       2,399

Capital expenditures included in total related to:

Commercial services

$          286

$          273

Subsidized rural construction initiative (s)

$          427

$          468

Mobile

$            60

$            53

See footnotes on page 7.

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES

FOOTNOTES

(a)

Adjusted EBITDA is defined as net income attributable to Charter shareholders plus net income attributable to noncontrolling interest, net interest expense, income taxes, depreciation and amortization, stock compensation expense, other (income) expenses, net and other operating (income) expenses, net such as special charges, merger and acquisition costs and (gain) loss on sale or retirement of assets. As such, it eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our businesses as well as other non-cash or special items, and is unaffected by our capital structure or investment activities.  Free cash flow is defined as net cash flows from operating activities, less capital expenditures and changes in accrued expenses related to capital expenditures.

(b)

Other expense excludes stock compensation expense.  Total operating costs and expenses excludes stock compensation expense, depreciation and amortization and other operating (income) expenses, net.

(c)

We calculate the aging of customer accounts based on the monthly billing cycle for each account in accordance with our collection policies.  On that basis, at March 31, 2026, December 31, 2025 and March 31, 2025, customers included approximately 87,600, 82,300 and 92,200 customers, respectively, whose accounts were over 60 days past due, approximately 7,800, 9,700 and 10,700 customers, respectively, whose accounts were over 90 days past due and approximately 13,600, 13,600 and 17,000 customers, respectively, whose accounts were over 120 days past due.     

(d)

Passings represent our estimate of the number of units, such as single family homes, apartment and condominium units and small business and mid-market & large business sites passed by our cable distribution network in the areas where we offer the service indicated.  These estimates are based upon the information available at this time and are updated for all periods presented when new information becomes available. 

(e)

Customer relationships include the number of customers that receive one or more levels of service, encompassing Internet, mobile, video and voice services, without regard to which service(s) such customers receive.  Customers who reside in residential multiple dwelling units (“MDUs”) and that are billed under bulk contracts are counted based on the number of billed units within each bulk MDU.  Total customer relationships exclude mid-market & large business customer relationships.

(f)

Penetration represents residential and small business customers as a percentage of estimated passings. 

(g)

Monthly residential revenue per residential customer is calculated as total residential quarterly revenue divided by three divided by average residential customer relationships during the respective quarter.

(h)

Monthly small business revenue per small business customer is calculated as total small business quarterly revenue divided by three divided by average small business customer relationships during the respective quarter.

(i)

One product, two product and three or more product penetration represents the number of residential customers that subscribe to one product, two products or three or more products, respectively, as a percentage of residential customer relationships.

(j)

Connectivity customers represent all customers receiving our Internet and/or mobile connectivity services.

(k)

Mobile lines include phones and tablets which require one of our standard rate plans (e.g., “Unlimited” or “By the Gig”).  Mobile lines exclude wearables and other devices that do not require standard phone rate plans.

(l)

Video customers only include customers that purchase Spectrum traditional or streaming linear video packages and exclude customers that only purchase streaming applications.

(m)

Mid-market & large business PSUs represents the aggregate number of fiber service offerings counting each separate service offering at each customer location as an individual PSU.

(n)

Customer premise equipment includes equipment and devices located at the customer’s premise used to deliver our Internet, video and voice services (e.g., modems, routers and set-top boxes), as well as installation costs.

(o)

Scalable infrastructure includes costs, not related to customer premise equipment or our network, to secure growth of new customers or provide service enhancements (e.g., headend equipment).

(p)

Upgrade/rebuild includes costs to modify or replace existing fiber/coaxial cable networks, including our network evolution initiative.

(q)

Support capital includes costs associated with the replacement or enhancement of non-network assets (e.g., back-office systems, non-network equipment, land and buildings, vehicles, tools and test equipment).

(r)

Line extensions include network costs associated with entering new service areas (e.g., fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering).

(s)

The subsidized rural construction initiative subcategory includes projects for which we are receiving subsidies from federal, state and local governments, excluding customer premise equipment and installation.

 

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SOURCE Charter Communications, Inc.

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KVB Futures Marks Its First Anniversary with Heartfelt CSR Initiative, Sharing Joy This Easter Season

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JAKARTA, Indonesia, April 24, 2026 /PRNewswire/ — Marking its first anniversary, KVB Futures celebrates a year of growth and milestones by hosting its inaugural Corporate Social Responsibility (CSR) initiative under the #BetterTogether vision at Yayasan Pondok Kasih Mandiri, Jakarta. Held in conjunction with Easter, the initiative reflects the company’s commitment to creating meaningful connections with the community through activities such as Easter egg colouring, a communal meal, and a donation handover to the foundation’s children.

The event was attended by President Director Tonny Fong, alongside the Compliance Director and KVB staff, highlighting KVB Futures’ commitment at the leadership level to actively contribute to social impact initiatives and community development.

“At KVB Futures, we believe that meaningful impact begins with care. This initiative reflects our responsibility to support and give back to the community, and we hope to continue creating a positive and lasting difference through our actions.”
Tonny Fong, President Director of KVB Futures.

In celebration of this first anniversary milestone, KVB Futures also introduces its Loyalty Program as a form of appreciation for its loyal clients. The program is designed to reward clients for their continuous trading activities, where each transaction contributes to earning exclusive rewards. Through this initiative, clients are encouraged to grow together with KVB Futures while enjoying additional benefits beyond the trading experience. Rewards offered under the program range from international travel, motorcycles, gold, iPhones, to vouchers reflecting the company’s commitment to delivering tangible value to its clients.

Beyond business growth, this initiative marks the beginning of KVB Futures’ long-term commitment to community engagement and sustainable impact. The company aims to continue developing meaningful programs that not only strengthen relationships with the community but also reinforce its position as a trusted, responsible, and people-first brokerage in Indonesia.

About KVB Futures

PT KVB Futures is a fully regulated brokerage under BAPPEBTI, operating in accordance with applicable regulations of OJK and Bank Indonesia (BI), and is ISO-certified to ensure high standards of security and operational excellence.

KVB Futures offers multi-asset trading services, including foreign exchange, gold, silver, oil, global stock indices, and US stock CFDs. With its KVB app at the core, KVB Futures combines innovative technology and a client-first approach to deliver a seamless, reliable, and competitive trading experience in Indonesia.

KVB Futures Contact

+62 851-1701-0756 | brand@kvb.co.id

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SOURCE KVB Futures

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