UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013March 31, 2014
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition periodto
Commission File Number: 001-31648
EURONET WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware74-2806888
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization)Identification No.)
  
3500 College Boulevard 
Leawood, Kansas66211
(Address of principal executive offices)(Zip Code)
(913) 327-4200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
  (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On October 29, 2013April 30, 2014, Euronet Worldwide, Inc. had 50,268,26750,959,227 shares of Common Stock outstanding.
     



EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Table of Contents
Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.
  

2

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Balance SheetsCONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
As ofAs of
September 30,
2013
 December 31,
2012
March 31,
2014
 December 31,
2013
(unaudited)  (unaudited)  
ASSETS      
Current assets:      
Cash and cash equivalents$244,471
 $201,435
$292,300
 $209,826
Restricted cash63,107
 71,608
70,516
 77,987
Inventory — PINs and other61,339
 101,168
64,811
 92,757
Trade accounts receivable, net of allowances for doubtful accounts of $20,687 at September 30, 2013 and $21,512 at December 31, 2012317,882
 370,836
Trade accounts receivable, net of allowances for doubtful accounts of $22,760 at March 31, 2014 and $22,079 at December 31, 2013315,652
 390,563
Prepaid expenses and other current assets58,201
 68,132
58,310
 69,242
Total current assets745,000
 813,179
801,589
 840,375
Property and equipment, net of accumulated depreciation of $232,547 at September 30, 2013 and $207,282 at December 31, 2012111,885
 115,475
Property and equipment, net of accumulated depreciation of $240,215 at March 31, 2014 and $231,327 at December 31, 2013117,601
 116,230
Goodwill510,780
 481,760
499,680
 498,435
Acquired intangible assets, net of accumulated amortization of $157,722 at September 30, 2013 and $140,829 at December 31, 201297,377
 83,389
Other assets, net of accumulated amortization of $24,645 at September 30, 2013 and $24,247 at December 31, 201249,464
 57,733
Acquired intangible assets, net of accumulated amortization of $137,917 at March 31, 2014 and $132,927 at December 31, 201388,943
 93,026
Other assets, net of accumulated amortization of $26,659 at March 31, 2014 and $25,363 at December 31, 201349,347
 50,049
Total assets$1,514,506
 $1,551,536
$1,557,160
 $1,598,115
   
LIABILITIES AND EQUITY      
Current liabilities:      
Trade accounts payable$326,835
 $459,847
$364,876
 $457,274
Accrued expenses and other current liabilities246,962
 183,406
204,772
 213,284
Current portion of capital lease obligations2,393
 2,397
2,309
 2,361
Short-term debt obligations and current maturities of long-term debt obligations9,029
 7,551
10,013
 10,903
Income taxes payable12,903
 9,396
13,311
 15,656
Deferred revenue27,805
 34,109
33,004
 32,533
Total current liabilities625,927
 696,706
628,285
 732,011
Debt obligations, net of current portion235,252
 286,703
228,384
 188,510
Capital lease obligations, net of current portion3,382
 4,589
2,454
 2,872
Deferred income taxes20,299
 22,031
18,044
 17,695
Other long-term liabilities16,106
 14,967
17,164
 18,572
Total liabilities900,966
 1,024,996
894,331
 959,660
Equity:      
Euronet Worldwide, Inc. stockholders’ equity:      
Preferred Stock, $0.02 par value. 10,000,000 shares authorized; none issued
 

 
Common Stock, $0.02 par value. 90,000,000 shares authorized; 53,891,965 issued at September 30, 2013 and 52,976,558 issued at December 31, 20121,078
 1,060
Common Stock, $0.02 par value. 90,000,000 shares authorized; 54,612,164 issued at March 31, 2014 and 54,276,761 issued at December 31, 20131,092
 1,086
Additional paid-in-capital799,702
 782,506
815,430
 809,640
Treasury stock, at cost, 3,676,370 shares at September 30, 2013 and 3,653,958 shares at December 31, 2012(68,210) (67,327)
Treasury stock, at cost, 3,664,779 shares at March 31, 2014 and 3,650,519 shares at December 31, 2013(68,676) (68,122)
Accumulated deficit(106,024) (184,015)(80,007) (96,029)
Restricted reserve1,035
 1,002
Accumulated other comprehensive loss(17,170) (10,850)(7,255) (10,453)
Total Euronet Worldwide, Inc. stockholders’ equity610,411
 522,376
660,584
 636,122
Noncontrolling interests3,129
 4,164
2,245
 2,333
Total equity613,540
 526,540
662,829
 638,455
Total liabilities and equity$1,514,506
 $1,551,536
$1,557,160
 $1,598,115
See accompanying notes to the unaudited consolidated financial statements.

3

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of OperationsCONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except share and per share data)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Three Months Ended
March 31,
2013 2012 2013 20122014 2013
Revenues$360,580
 $316,356
 $1,037,767
 $916,355
$353,315
 $335,644
       
Operating expenses:          
Direct operating costs223,551
 200,378
 656,933
 586,965
226,338
 219,087
Salaries and benefits52,819
 45,549
 153,298
 134,624
53,574
 48,727
Selling, general and administrative33,254
 30,071
 95,714
 86,738
32,871
 31,003
Acquisition-related contingent consideration gain(19,319) 
 (19,319) 
Depreciation and amortization14,930
 16,163
 48,838
 48,137
16,150
 17,669
Total operating expenses305,235
 292,161
 935,464
 856,464
328,933
 316,486
Operating income55,345
 24,195
 102,303
 59,891
24,382
 19,158
       
Other income (expense):          
Interest income527
 877
 1,438
 3,493
532
 494
Interest expense(2,938) (5,483) (8,372) (16,542)(1,988) (2,859)
Other gains (losses), net2,809
 (25) 2,397
 4,146
Foreign currency exchange gain (loss), net2,899
 1,419
 2,658
 (1,237)
Foreign currency exchange loss, net(1,269) (1,701)
Income from unconsolidated affiliates
 185
 260
 795

 124
Other income (expense), net3,297
 (3,027) (1,619) (9,345)
       
Other expense, net(2,725) (3,942)
Income before income taxes58,642
 21,168
 100,684
 50,546
21,657
 15,216
       
Income tax expense(10,668) (6,827) (22,485) (17,381)(5,724) (3,156)
       
Net income47,974
 14,341
 78,199
 33,165
15,933
 12,060
Less: Net (income) loss attributable to noncontrolling
interests
(100) 289
 (208) 384
Less: Net loss (income) attributable to noncontrolling interests89
 (54)
Net income attributable to Euronet Worldwide, Inc.$47,874
 $14,630
 $77,991
 $33,549
$16,022
 $12,006
          
Earnings per share attributable to Euronet Worldwide, Inc.
stockholders:
          
Basic$0.96
 $0.29
 $1.57
 $0.66
$0.32
 $0.24
Diluted$0.92
 $0.28
 $1.51
 $0.65
$0.30
 $0.24
          
Weighted average shares outstanding:          
Basic50,093,786
 50,827,767
 49,829,379
 50,705,222
50,788,219
 49,504,712
Diluted52,200,472
 51,597,319
 51,579,644
 51,521,203
52,763,650
 50,620,437
See accompanying notes to the unaudited consolidated financial statements.

4

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive IncomeCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2013 2012 2013 2012
Net income$47,974
 $14,341
 $78,199
 $33,165
Other comprehensive income (loss), net of tax:       
Translation adjustment22,072
 10,577
 (6,004) 1,919
Comprehensive income70,046
 24,918
 72,195
 35,084
Comprehensive (income) loss attributable to noncontrolling interests(207) 222
 (306) 435
Comprehensive income attributable to Euronet Worldwide, Inc.$69,839
 $25,140
 $71,889
 $35,519
 Three Months Ended
March 31,
 2014 2013
Net income$15,933
 $12,060
Translation adjustment3,199
 (17,150)
Comprehensive income (loss)19,132
 (5,090)
Comprehensive loss attributable to noncontrolling interests88
 9
Comprehensive income (loss) attributable to Euronet Worldwide, Inc.$19,220
 $(5,081)
See accompanying notes to the unaudited consolidated financial statements.

5

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash FlowsCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended
September 30,
Three Months Ended
March 31,
2013 20122014 2013
Net income$78,199
 $33,165
$15,933
 $12,060
   
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization48,838
 48,137
16,150
 17,669
Share-based compensation9,012
 8,812
3,137
 2,501
Unrealized foreign exchange loss, net(2,658) 1,237
(1,269) 1,701
Deferred income taxes(93) (2,838)(1,661) 71
Income from unconsolidated affiliates(260) (795)
 (124)
Accretion of convertible debentures discount and amortization of debt issuance costs797
 7,032
Acquisition-related contingent consideration gain(19,319) 
Gain on sale of equity method investment(2,827) 
Gain on step acquisition
 (4,388)
Amortization of debt issuance costs297
 208
Changes in working capital, net of amounts acquired:      
Income taxes payable, net3,181
 (811)(2,223) (766)
Restricted cash5,206
 (19,759)8,405
 30,547
Inventory — PINs and other37,599
 31,319
28,665
 16,978
Trade accounts receivable50,767
 36,276
75,976
 9,924
Prepaid expenses and other current assets8,782
 2,191
10,552
 (13,665)
Trade accounts payable(128,449) 16,169
(94,149) (82,301)
Deferred revenue(6,697) (2,274)449
 645
Accrued expenses and other current liabilities66,097
 (13,678)(8,435) 21,872
Changes in noncurrent assets and liabilities2,389
 3,627
1,232
 (1,578)
Net cash provided by operating activities150,564
 143,422
53,059
 15,742
Cash flows from investing activities:      
Acquisitions, net of cash acquired(30,847) (2,655)
 (30,847)
Purchases of property and equipment(27,631) (33,247)(11,049) (6,083)
Purchases of other long-term assets(4,856) (3,463)(1,327) (1,114)
Proceeds from sale of equity method investment7,609
 
Other, net731
 1,106
131
 462
Net cash used in investing activities(54,994) (38,259)(12,245) (37,582)
Cash flows from financing activities:      
Proceeds from issuance of shares7,487
 2,109
1,485
 2,157
Borrowings from revolving credit agreements1,508,463
 282,055
413,913
 538,129
Repayments of revolving credit agreements(1,550,329) (360,596)(371,600) (546,830)
Repayments of long-term debt obligations(8,086) (3,000)(2,000) (1,500)
Repayments of short-term debt obligations(1,337) 
Repayments of capital lease obligations(2,016) (2,009)(629) (702)
Purchase of subsidiary shares from noncontrolling interests(7,878) (3,321)
 (7,878)
Other, net(163) (791)(28) (95)
Net cash used in financing activities(52,522) (85,553)
Net cash provided by (used in) financing activities39,804
 (16,719)
Effect of exchange rate changes on cash and cash equivalents(12) 864
1,856
 (1,447)
Increase in cash and cash equivalents43,036
 20,474
Increase (Decrease) in cash and cash equivalents82,474
 (40,006)
   
Cash and cash equivalents at beginning of period201,435
 177,327
209,826
 201,435
   
Cash and cash equivalents at end of period$244,471
 $197,801
$292,300
 $161,429
   
Supplemental disclosure of cash flow information:      
Interest paid during the period$6,143
 $7,518
$803
 $1,053
Income taxes paid during the period23,227
 21,972
$8,207
 $7,230
Supplemental disclosure of non-cash investing and financing activities:      
Equity issued in connection with acquisition$5,295
 $
$
 $5,296
Contingent consideration in connection with acquisition21,725
 
$
 $21,725
See accompanying notes to the unaudited consolidated financial statements.
6

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) GENERAL
Organization
Euronet Worldwide, Inc. and(together with its subsidiaries, (thethe “Company”or “Euronet”) was established as a Delaware corporation on December 13, 1997 and succeeded Euronet Holding N.V. as the group holding company, which was founded and established in 1994. Euronet is a leading global electronic payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. The Company'sEuronet's primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale (“POS”), card outsourcing, card issuing and merchant acquiring services; electronic distribution of prepaid mobile airtime and other electronic payment productsproducts; and global consumer money transfer services.
Basis of presentationPresentation
The accompanying unaudited consolidated financial statements have been prepared from the records of the Company, in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, such unaudited consolidated financial statements contain all adjustments (consisting of normal interim closing procedures) necessary to present fairly on a consolidated basis the financial position of the Company as of September 30, 2013March 31, 2014, and the results of its operations and cash flows for the three- and nine-month periodsthree months ended September 30, 2013March 31, 2014 and 20122013. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Euronetthe Company for the year ended December 31, 20122013, including the notes thereto, set forth in the Company’s 20122013 Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts reported inof assets and liabilities and disclosures of contingent assets and liabilities at the unaudited consolidateddate of the financial statements, as well as the reported amounts of revenues and accompanying notes.expenses during the reported period. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.
Seasonality
The Company’sEuronet’s EFT Processing segment and epay segmentssegment are significantly impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season. Additionally, mostly in Europe, the EFT Processing business experiences its heaviest demand for dynamic currency conversion services during the third quarter of the fiscal year, coinciding with the tourist season. Seasonality in the money transfer segment varies by regionregions of the world. In most markets, the CompanyEuronet usually experiences increased demand for money transfer services from the month of May through the fourth quarter of each year, coinciding with the increase in worker migration patterns and various holidays, and ourEuronet usually experiences its lowest transaction levels during the first quarter of theeach year. As a result, quarterly financial results are not necessarily indicative of the results to be expected for the year or other interim periods.

(2) SUMMARY OF SIGNIFICANTRECENTLY ISSUED AND ADOPTED ACCOUNTING POLICIES AND PRACTICESPRONOUNCEMENTS
Recently Issued and Adopted Accounting Pronouncements
In FebruaryJuly 2013, the Financial Accounting Standards Board ("FASB"(“FASB”) issued amended guidance that requires an entity to present information about significant items reclassified out of accumulated other comprehensive income, referred to as AOCI, on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. Additionally, the guidance expands the disclosure requirements for presentation of changes in AOCI by component. The guidance is effective for the Company for interim and annual reporting periods beginning January 1, 2013, and its adoption did not have an impact on the Company's results of operations, cash flows or financial position.
In July 2013, the FASB issued Accounting Standards Update ("ASU"(“ASU”) ASUNo. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). The amendments in ASU 2013-11 provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective for fiscal years,Company adopted ASU 2013-11 as of January 1, 2014, and interim periods within those years, beginning after December 15, 2013. The Company doesits adoption did not anticipatehave a material impact toon the Company's financial position, results of operations, or cash flows as a result of this change.or financial position.



7


(3) STOCKHOLDERS' EQUITY

Earnings Per Share
Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings per share has been computed by dividing earnings available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for anythe potential dilution of the assumed conversion of the Company’s convertible debentures, restricted stock and options to purchase the Company’sCompany's common stock and assumed vesting of restricted stock. The following table provides the computation of diluted weighted average number of common shares outstanding:

Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2013 2012 2013 20122014 2013
Computation of diluted weighted average shares outstanding:          
Basic weighted average shares outstanding50,093,786
 50,827,767
 49,829,379
 50,705,222
50,788,219
 49,504,712
Incremental shares from assumed exercise of stock options and vesting of restricted stock2,025,802
 769,552
 1,664,274
 815,981
1,975,431
 1,115,725
Incremental shares from assumed conversion of convertible debentures80,884
 
 85,991
 
Diluted weighted average shares outstanding52,200,472
 51,597,319
 51,579,644
 51,521,203
52,763,650
 50,620,437
The table includes the impact of all stock options and restricted stock that are dilutive to the Company’s weighted average common shares outstanding during the three-three months ended March 31, 2014 and nine-month periods ended September 30, 2013 and 2012.2013. The calculation of diluted earnings per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company’s weighted average common shares outstanding of approximately 528,000763,000 and 1,029,0001,890,000 for the three-three months ended March 31, 2014 and nine-month periods ended2013, respectively.

Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company recorded a foreign currency translation gain of September 30, 2013, respectively, and approximately 3,567,000$3.2 million and translation loss of 3,593,000$17.2 million for the three-three months ended March 31, 2014 and nine-month periods ended September 30, 2012,2013, respectively.
During There were no reclassifications of foreign currency translation into the three- and nine-month periods ended September 30, 2013 and 2012, the Company had convertible debentures outstanding that, if converted, would have a potentially dilutive effect on the Company’s stock. In September 2013, the Company repurchased at par the remaining $3.6 millionConsolidated Statements of principal amount of the convertible debentures outstanding. As required by Accounting Standards Codification ("ASC") Topic 260, Earnings per Share, if dilutive, the impact of the contingently issuable shares must be included in the calculation of diluted earnings per share under the “if-converted” method, regardless of whether the conditions upon which the debentures would be convertible into shares of the Company’s common stock have been met. Under the if-converted method, the dilutive effect of the assumed conversion of the debentures was 80,884 shares and 85,991 sharesIncome for the three-three months ended March 31, 2014 and nine-month periods ended September 30, 2013, respectively. For the three- and nine-month periods ended September 30, 2012, the assumed conversion of the convertible debentures was anti-dilutive and, accordingly, the associated shares have been excluded from diluted weighted average shares outstanding.2013.

Stockholder Rights Agreement(4) ACQUISITIONS

On March 26, 2013,7, 2014, the Company entered into a new RightsShare Purchase Agreement (the "Rights"Purchase Agreement") with Computershare Trust Company, N.A., as Rights Agent. The Rights Agreement became effective at the closeselling shareholders of business on April 3, 2013, immediately following the expirationall of the prior rights agreement. In connection with its approvalcapital stock of EIM (FX) Limited and TBK (FM) Limited, each United Kingdom limited companies, which primarily operate under the trading names HiFX or HiFM. Under the terms of the RightsPurchase Agreement, the Boardselling shareholders will receive at closing an aggregate amount of Directors also declared a dividendpurchase consideration of one "Right" for each outstanding share£145 million in cash and Euronet common stock. The number of Euronet'sshares of Euronet common stock payableto be issued will be based on April 3, 2013 to stockholders of record at the close of business on April 3, 2013. As long as the Rights are attached to the common shares, the Company will issue one Right (subject to adjustment) with each new common share that is issued so that all such shares will have attached Rights. When exercisable, each Right will initially entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock at aaverage closing price of $125 per one one-hundredthEuronet common stock over the twenty trading-day period before closing and the average U.S. dollar to pounds sterling exchange rate over the five trading-day period before closing. Based on the March 31, 2014 exchange rate, the purchase consideration would be comprised of $184.5 million in cash and $56.5 million of Euronet common stock. HiFX offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses, complementing Euronet’s existing consumer-to-consumer money transfer business. HiFX has an innovative multi-channel platform which allows customers to make transfers, track payments and manage their international payment activity online or through a share, subjectcustomer service representative.
The Purchase Agreement contains customary closing conditions, including certain regulatory approvals, and is currently expected to adjustment. Upon occurrenceclose during the second quarter of a trigger event under the Rights Agreement, each holder of a Right (excluding certain holders) thereafter would have the right to receive upon exercise a number of common shares having a market value of two times the then current price of the Right.2014.

8


The Rights are not exercisable until the earlier of (i) ten business days following a public announcement that (or a majority of the Board of Directors of the Company becoming aware that) a person or group of affiliated or associated persons or any person acting in concert therewith, has acquired, or obtained the right to acquire beneficial ownership of 20% or more of the Company's common shares (as defined in the Rights Agreement); or (ii) ten business days following the commencement or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in any person becoming an acquiring person (as defined in the Rights Agreement), unless the Board of Directors sets a later date in either event.
The Rights Agreement is intended to encourage a potential acquiring person to negotiate directly with the Board of Directors, but may have certain anti-takeover effects. The Rights Agreement could significantly dilute the interests in the Company of an acquiring person. The Rights may therefore have the effect of delaying, deterring or preventing a change in control of the Company. The Rights have a de minimus fair value and expire on April 3, 2016.

Accumulated other comprehensive loss
As of September 30, 2013, accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company's reporting currency is the U.S. dollar. The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated to U.S. dollars using (i) exchange rates in effect at period end for assets and liabilities, and (ii) weighted average exchange rates during the period for revenues and expenses. The resulting currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) as a separate component of consolidated stockholders' equity. The Company recorded a foreign currency translation gain of $22.1 million and $10.6 million for the three-month periods ended September 30, 2013 and 2012, respectively. For the nine-month periods ended September 30, 2013 and 2012, the Company recorded a foreign currency translation loss of $6.0 million and a foreign currency translation gain of $1.9 million, respectively. For the three- and nine-month periods ended September 30, 2013, the Company reclassified $0.3 million of foreign currency translation into the consolidated statements of operations. There were no reclassifications of foreign currency translation into the consolidated statements of operations for the three- and nine-month periods ended September 30, 2012.

(4) ACQUISITIONS

On January 4, 2013, the Company acquired all of the common stock of an Australian company, Pure Commerce Pty Limited. (“Pure Commerce”), which offers industry leading currency conversion and multi-currency acquiring products to global, local and online merchant acquirers, banks and retailers. The purchase price consisted of cash of approximately $31.3 million, subject to customary purchase price adjustments, and $5.3 million of the Company's common stock. With respect to the stock portion of the purchase price and pursuant to the acquisition agreement, the Company issued at closing 224,425 shares of common stock to the shareholders of Pure Commerce. The common stock will be held in escrow through September 2014 to secure certain obligations of the sellers. Further, Euronet has agreed pursuant to an earnout provision to pay additional purchase consideration of up to 30.0 million Australian dollars, with half due in cash and the remaining half payable in Euronet common stock in March 2014, if certain performance targets are met during a measurement period ending December 31, 2013. As of the acquisition date, the fair value of the contingent consideration liability was $21.7 million. See Note 8, Fair Value Measurements, for additional information related to the contingent consideration liability.


9


The following table summarizes the fair values of the acquired net assets at the acquisition date:

(dollar amounts in thousands)Estimated Life 
Current assets $4,818
Property and equipment2-8 years331
Non-compete agreements4 years755
Trade names20 years2,382
Proprietary software10 years11,912
Customer relationships12 years18,230
GoodwillIndefinite26,228
Other non-current assets 402
Fair value of assets acquired 65,058
Current liabilities (4,762)
Non-current liabilities (2,028)
Net assets acquired $58,268

The net assets of Pure Commerce and its results from operations are included in the EFT Processing Segment's results.

(5) GOODWILL AND ACQUIRED INTANGIBLE ASSETS, NET
A summary of acquired intangible assets and goodwill activity for the ninethree-month period months ended September 30, 2013March 31, 2014 is presented below:
(in thousands) 
Acquired
Intangible
Assets
 Goodwill 
Total
Intangible
Assets
 
Acquired
Intangible
Assets
 Goodwill 
Total
Intangible
Assets
Balance as of December 31, 2012 $83,389
 $481,760
 $565,149
Balance as of December 31, 2013 $93,026
 $498,435
 $591,461
Increases (decreases):            
Acquisition 33,279
 26,228
 59,507
Amortization (16,128) 
 (16,128) (4,841) 
 (4,841)
Other (primarily changes in foreign currency exchange rates) (3,163) 2,792
 (371) 758
 1,245
 2,003
Balance as of September 30, 2013 $97,377
 $510,780
 $608,157
Balance as of March 31, 2014 $88,943
 $499,680
 $588,623
Estimated amortization expense on intangible assets with finite lives, before income taxes, as of September 30, 2013March 31, 2014, is expected to total $4.813.4 million for the remainder of 2013, $18.1 million for 2014, $12.813.0 million for 2015, $11.211.4 million for 2016, $9.49.6 million for 2017, and $7.07.2 million for 2018.2018 and $6.3 million for 2019.
The Company’s annual goodwill impairment test is performed during the fourth quarter.quarter of its fiscal year. The Company’s annual impairment test for the year ended December 31, 20122013 resulted in the Company recording a non-cash goodwill impairment charge of $23.5$18.4 million and an additional $5.2 million impairment charge relating during the fourth quarter of 2013 with respect to acquired intangible assets.certain reporting units included in the Company's epay segment.
Determining the fair value of reporting units requires significant management judgment in estimating future cash flows and assessing potential market and economic conditions. It is reasonably possible that the Company’s operations will not perform as expected, or that the estimates or assumptions included in the 2012 analysis2013 annual impairment test could change, which may result in the Company recording additional material non-cash impairment charges during the year in which these changes take place.


10

(6) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
TableAccrued expenses and other current liabilities consist of Contentsthe following:
  As of
(in thousands) March 31, 2014 December 31, 2013
Accrued expenses $83,775
 $84,511
Accrued amounts due to mobile operators and other content providers 57,487
 78,398
Money transfer settlement obligations 62,694
 49,757
Deferred income taxes 816
 618
Total $204,772
 $213,284

(6)(7) DEBT OBLIGATIONS
A summary of debt obligation activity for the ninethree-month period months ended September 30, 2013March 31, 2014 is presented below:
  (in thousands) Revolving
Credit
Facilities
 Other Debt
Obligations
 Capital
Leases
 3.5%
Convertible
Debentures
Due 2025
 Term Loan Total
Balance at December 31, 2012 $215,117
 $1,051
 $6,986
 $3,586
 $74,500
 $301,240
Increases (decreases):     
      
Net repayments (41,811) 
 (1,402) (3,586) (4,500) (51,299)
Capital lease interest 
 
 350
 
 
 350
Foreign currency exchange gain (54) (22) (159) 
 
 (235)
Balance at September 30, 2013 173,252
 1,029
 5,775
 
 70,000
 250,056
Less — current maturities 
 (1,029) (2,393) 
 (8,000) (11,422)
Long-term obligations at September 30, 2013 $173,252
 $
 $3,382
 $
 $62,000
 $238,634
  (in thousands) Revolving
Credit
Facilities
 Other Debt
Obligations
 Capital
Leases
 Term Loan A Total
Balance at December 31, 2013 $129,010
 $2,403
 $5,233
 $68,000
 $204,646
Increases (decreases):     
    
Net borrowings (repayments) 42,426
 (1,337) (599) (2,000) 38,490
Capital lease interest 

 

 79
 

 79
Foreign currency exchange (gain) loss (52) (53) 50
 

 (55)
Balance at March 31, 2014 171,384
 1,013
 4,763
 66,000
 243,160
Less — current maturities 
 (1,013) (2,309) (9,000) (12,322)
Long-term obligations at March 31, 2014 $171,384
 $
 $2,454
 $57,000
 $230,838


9


Credit Facility
The convertible debenturesAs of March 31, 2014, the Company had a principal amount outstanding of $3.6480 million senior secured credit facility (the "Credit Facility") consisting of a $400 million revolving credit facility and an $80 million term loan (which has been reduced to $66 million through principal amortization payments) ("Term Loan A").
Interest on borrowings under the revolving credit facility and Term Loan A vary based upon the Company's consolidated total leverage ratio, as defined in the Company's Amended and Restated Credit Agreement ("Credit Agreement"), and during the first quarter of fiscal 2014 was based on a margin over London Inter-Bank Offered Rate (“LIBOR”) or a margin over a base rate, as selected by the Company, with the applicable margin ranging from 1.5% to 2.5% for LIBOR loans or 0.5% to 1.5% for base rate loans. Accordingly, the weighted average interest rate for borrowings outstanding under the Company's revolving credit facility and Term Loan A was 1.77% and 1.65%, respectively, as of DecemberMarch 31, 20122014.
. In September 2013,On April 9, 2014, the Company repurchased at paramended and restated the remainingCredit Agreement to, among other things, $3.6 million of principal(i) increase the amount of Term Loan A from $66 million to $75 million, (ii) increase the convertible debentures outstanding. Interest expense, including contractual interestaggregate credit commitments under the revolving credit facility from $400 million to $600 million, (iii) reduce the margin over the LIBOR rate and discount accretion, which was fully amortized through October 15, 2012, was $29 thousandbase rate by 12.5 basis points, and $92 thousand for(iv) extend the three- and nine-month periods ended September 30, 2013, respectively, and $3.5 million and $10.4 million forexpiration date of the three- and nine-month periods ended September 30, 2012, respectively. The effective interest rate was Credit Agreement from August 18, 2016 to April 9, 2019.3.5% for the three- and nine-month periods ended September 30, 2013 and 8.4% for the three- and nine-month periods ended September 30, 2012.

(7)(8) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
As of September 30, 2013March 31, 2014, the Company had foreign currency forward contracts outstanding with a notional value of $134.2136 million, primarily in Australian dollars, British pounds, euros and Mexican pesos, which were not designated as hedges and had a weighted average remaining maturity of two days. Although the Company enters into foreign currency contracts to offset foreign currency exposure related to the notional value of money transfer transactions collected in currencies other than the U.S. dollar and, on occasion, short-term loans payable in currencies other than the U.S. dollar, they are not designated as hedges under ASC Topic 815, Derivatives and Hedging. This is mainly due to the relatively short duration of the contracts, typically one to 14 days, and the frequency with which the Company enters into them. Due to the short duration of the contracts and the Company’s credit profile, the Company is generally not required to post collateral with respect to its foreign currency forward contracts. The Company's derivative contracts are executed with counterparties governed by an International Swaps and Derivatives Association agreement that includes standard netting arrangements; therefore, asset and liability positions from forward contracts and all other foreign exchange transactions with the same counterparty are net settled upon maturity.
The required tabular disclosures for derivative instruments are as follows:
 Gross Amount of Recognized Assets Gross Amount of Offset in the Consolidated Balance Sheets 
Net Amount of Assets Presented in the Consolidated Balance Sheets

 Gross Amount of Recognized Assets Gross Amount of Offset in the Consolidated Balance Sheets Net Amount of Assets Presented in the Consolidated Balance Sheets
(in thousands) Consolidated Balance
Sheet Location
 
September 30,
2013
 December 31, 2012 
September 30,
2013
 December 31, 2012 
September 30,
2013
 December 31, 2012 Consolidated Balance
Sheet Location
 
March 31,
2014
 December 31, 2013 
March 31,
2014
 December 31, 2013 
March 31,
2014
 December 31, 2013
Foreign currency
derivative contracts
 Other Current Assets $162
 $177
 $(73) $(142) $89
 $35
 Other Current Liabilities $43
 $96
 $(43) $(96) $
 $
                        
 Gross Amount of Recognized Liabilities Gross Amount of Offset in the Consolidated Balance Sheets Net Amount of Liabilities Presented in the Consolidated Balance Sheets Gross Amount of Recognized Liabilities Gross Amount of Offset in the Consolidated Balance Sheets Net Amount of Liabilities Presented in the Consolidated Balance Sheets
(in thousands) Consolidated Balance
Sheet Location
 
September 30,
2013
 December 31, 2012 
September 30,
2013
 December 31, 2012 
September 30,
2013
 December 31, 2012 Consolidated Balance
Sheet Location
 
March 31,
2014
 December 31, 2013 
March 31,
2014
 December 31, 2013 
March 31,
2014
 December 31, 2013
Foreign currency
derivative contracts
 Other Current Liabilities $(137) $(142) $73
 $142
 $(64) $
 Other Current Liabilities $(124) $(178) $43
 $96
 $(81) $(82)

11

Table of Contents


 
Amount of (Loss) Gain Recognized
in Income on Derivative Contracts
 Amount of (Loss) Gain Recognized in Income on Derivative Contracts
 
Location of (Loss) Gain Recognized
in Income on Derivative Contracts
 Three Months Ended September 30, Nine Months Ended September 30, Location of (Loss) Gain Recognized in Income on Derivative Contracts Three Months Ended March 31,
(in thousands) 2013 2012 2013 2012 2014 2013
Foreign currency derivative contracts Foreign currency exchange gain (loss), net $(48) $46
 $(242) $755
 Foreign currency exchange loss, net $(747) $693
See Note 8,9, Fair Value Measurements, for the determination of the fair values of derivatives.


10

(8)
Table of Contents

(9) FAIR VALUE MEASUREMENTS
Fair value measurements used in the consolidated financial statements are based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. 
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.
The following table details financial assets and liabilities measured and recorded at fair value on a recurring basis:

   As of March 31, 2014
(in thousands)Balance Sheet Classification Level 1 Level 2 Level 3 Total
Liabilities         
Foreign currency derivative contractsOther current liabilities $
 $(81) $
 $(81)
   As of September 30, 2013
(in thousands)Balance Sheet Classification Level 1 Level 2 Level 3 Total
Assets         
Foreign currency derivative contractsOther current assets $
 $89
 $
 $89
Foreign currency derivative contractsOther current liabilities $
 $(64) $
 $(64)
 As of December 31, 2012 As of December 31, 2013
(in thousands)Balance Sheet Classification Level 1 Level 2 Level 3 TotalBalance Sheet Classification Level 1 Level 2 Level 3 Total
Assets        
Liabilities        
Foreign currency derivative contractsOther current assets $
 $35
 $
 $35
Other current liabilities $
 $(82) $
 $(82)

Other Fair Value Disclosures
The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses and short-term debtother current obligations approximate their fair values due to their short maturities.because of the relatively short-term maturities of these financial instruments. The carrying values of the Company’s term loan due 2016 and revolving credit agreementslong-term debt, including the current portion, approximate fair valuesvalue because interest is primarily based on the London Inter-Bank Offered Rate ("LIBOR") that resetsLIBOR, which reset at various intervals of less than one year. The Company estimates the fair value of the convertible debentures using quoted prices in inactive markets for identical liabilities (Level 2). As of December 31, 2012, the fair value and carrying amount of the convertible debentures were $3.6 million.


1211

Table of Contents

Contingent Consideration Liability
The contingent consideration liability relating to the Pure Commerce acquisition is recorded at fair value using a Monte Carlo simulation. The significant unobservable inputs used in the fair value measurement of the contingent consideration liability are forecasted financial results, including estimates of future revenues, gross profit, and EBITDA (Level 3). As of the acquisition date, the fair value of the contingent consideration liability was $21.7 million. Changes in any of these inputs could result in a significantly higher or lower fair value measurement. Changes in the fair value of the contingent consideration liability are recorded as income or expense within operating income in our consolidated statements of operations.
During the first nine months of 2013, the Company recorded a $2.4 millionforeign currency exchange gain related to this contingent consideration liability as a result of fluctuations in the value of the Australian dollar against the U.S. dollar. In the third quarter of 2013, the Company adjusted to fair value the contingent consideration liability based on its assessment that the performance targets for gross profit and EBITDA would not be met. The change in fair value resulted in the recognition of a $19.3 million gain.
Although certain elements of Pure Commerce’s business plan changed during the first half of 2013, its management team had specific plans in place to achieve the performance targets.  At June 30, 2013, the Company determined that the performance targets were probable of achievement because Pure Commerce’s business can experience significant impacts on results when key customers launch its services and implementation timeframes are usually short. However, as the actual results through the third quarter were realized, the Company determined that delays in implementing contracts with certain merchants and merchant acquirers and lower than expected transaction volume on certain contracts would not allow Pure Commerce to meet the minimum threshold necessary to require the Company to pay contingent consideration. This assessment was primarily due to the short one-year timeframe to achieve the performance targets and the targets’ high sensitivity to changes in performance.  While these factors contributed to Pure Commerce not achieving the performance targets, they are not expected to adversely affect the fair value of Pure Commerce.

(9)(10) SEGMENT INFORMATION
Euronet’sThe Company’s reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting. The Company currently operates in the following three reportable operating segments:
1)Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East and Asia Pacific. The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, dynamic currency conversion and other value added services. Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
2)Through the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, North Americathe United States and South America.
3)Through the Money Transfer Segment, the Company provides global consumer-to-consumer money transfer services through a network of sending agents and Company-owned stores (primarily in North America and Europe), disbursing money transfers through a worldwide correspondent network. The Company also offers customers bill payment services, payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services, foreign currency exchange services and mobile top-up.
In addition, the Company accounts for non-operating activity, most share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in its administrative division, “Corporate Services, Eliminations and Other.” These services are not directly identifiable with the Company’s reportable operating segments.Thesegments.
The following tables present the Company’s reportable segment results of the Company’s operations for the three- and nine-month periodsthree months ended September 30, 2013March 31, 2014 and 20122013:

  For the Three Months Ended March 31, 2014
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $74,605
 $185,064
 $94,000
 $(354) $353,315
Operating expenses:          
Direct operating costs 37,338
 143,341
 45,972
 (313) 226,338
Salaries and benefits 11,095
 13,594
 23,310
 5,575
 53,574
Selling, general and administrative 6,102
 9,087
 16,145
 1,537
 32,871
Depreciation and amortization 7,296
 4,146
 4,633
 75
 16,150
Total operating expenses 61,831
 170,168
 90,060
 6,874
 328,933
Operating income (expense) $12,774
 $14,896
 $3,940
 $(7,228) $24,382
  For the Three Months Ended March 31, 2013
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $63,334
 $189,575
 $82,903
 $(168) $335,644
Operating expenses:          
Direct operating costs 32,912
 146,657
 39,672
 (154) 219,087
Salaries and benefits 9,645
 14,095
 20,084
 4,903
 48,727
Selling, general and administrative 5,848
 9,667
 12,347
 3,141
 31,003
Depreciation and amortization 8,316
 4,503
 4,758
 92
 17,669
Total operating expenses 56,721
 174,922
 76,861
 7,982
 316,486
Operating income (expense) $6,613
 $14,653
 $6,042
 $(8,150) $19,158



1312


  For the Three Months Ended September 30, 2013
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $83,594
 $182,629
 $95,276
 $(919) $360,580
Operating expenses:          
Direct operating costs 36,576
 142,284
 45,588
 (897) 223,551
Salaries and benefits 10,195
 13,494
 23,120
 6,010
 52,819
Selling, general and administrative 5,249
 10,687
 14,521
 2,797
 33,254
Acquisition-related contingent consideration gain (19,319) 
 
 
 (19,319)
Depreciation and amortization 6,273
 4,036
 4,530
 91
 14,930
Total operating expenses 38,974
 170,501
 87,759
 8,001
 305,235
Operating income (expense) $44,620
 $12,128
 $7,517
 $(8,920) $55,345

The following table presents the Company’s property and equipment and total assets by reportable segment:
  For the Three Months Ended September 30, 2012
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $64,888
 $171,529
 $80,042
 $(103) $316,356
Operating expenses:          
Direct operating costs 30,075
 131,999
 38,394
 (90) 200,378
Salaries and benefits 8,700
 12,717
 19,450
 4,682
 45,549
Selling, general and administrative 5,195
 11,757
 11,250
 1,869
 30,071
Depreciation and amortization 6,435
 4,925
 4,734
 69
 16,163
Total operating expenses 50,405
 161,398
 73,828
 6,530
 292,161
Operating income (expense) $14,483
 $10,131
 $6,214
 $(6,633) $24,195

  For the Nine Months Ended September 30, 2013
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $219,149
 $548,867
 $271,536
 $(1,785) $1,037,767
Operating expenses:          
Direct operating costs 104,103
 424,343
 130,221
 (1,734) 656,933
Salaries and benefits 29,409
 41,976
 64,601
 17,312
 153,298
Selling, general and administrative 16,530
 30,689
 40,621
 7,874
 95,714
Acquisition-related contingent consideration gain (19,319) 
 
 
 (19,319)
Depreciation and amortization 22,242
 12,569
 13,751
 276
 48,838
Total operating expenses 152,965
 509,577
 249,194
 23,728
 935,464
Operating income (expense) $66,184
 $39,290
 $22,342
 $(25,513) $102,303

14


  For the Nine Months Ended September 30, 2012
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate
Services,
Eliminations
and Other
 Consolidated
Total revenues $173,114
 $514,543
 $228,960
 $(262) $916,355
Operating expenses:          
Direct operating costs 83,965
 395,185
 108,037
 (222) 586,965
Salaries and benefits 24,455
 38,409
 56,067
 15,693
 134,624
Selling, general and administrative 15,128
 32,563
 33,578
 5,469
 86,738
Depreciation and amortization 18,710
 15,064
 14,092
 271
 48,137
Total operating expenses 142,258
 481,221
 211,774
 21,211
 856,464
Operating income (expense) $30,856
 $33,322
 $17,186
 $(21,473) $59,891
  Property and Equipment, net as of Total Assets as of
(in thousands) March 31, 2014 December 31, 2013 March 31, 2014 December 31, 2013
EFT Processing $66,372
 $64,972
 $380,268
 $347,073
epay 26,787
 27,176
 670,763
 757,942
Money Transfer 24,167
 23,768
 486,671
 472,390
Corporate Services, Eliminations and Other 275
 314
 19,458
 20,710
Total $117,601
 $116,230
 $1,557,160
 $1,598,115

(10)(11) INCOME TAXES
The Company's effective income tax rates were 26.4% and 20.7% for the three months ended March 31, 2014 and 2013, respectively. The Company's effective tax rate for the three months ended March 31, 2014 was lower than the applicable statutory tax rate of 35% primarily because of the Company's U.S. income tax positions. The Company does not have a history of significant taxable income in the U.S., therefore, the Company has recorded a valuation allowance against its U.S. federal tax net operating loss carryforwards. Accordingly, in instances when the Company's U.S. legal entities generate pre-tax book income, no income tax expense is recognized to the extent there are net operating loss carryforwards to offset pre-tax book income.
(12) COMMITMENTS
As of September 30, 2013March 31, 2014, the Company had $86.695.4 million of stand-by letters of credit/bank guarantees issued on its behalf, of which $35.247.9 million are outstanding under the revolving credit facility. The remaining stand-by letters of credit/bank guarantees are collateralized by $5.05.2 million of cash deposits held by the respective issuing banks.
Under certain circumstances, Euronet grants guarantees in support of obligations of subsidiaries. As of September 30, 2013March 31, 2014, the Company had granted off balance sheet guarantees for cash in various ATM networks amounting to $15.816.3 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $39.227.6 million over the terms of the agreements with the customers.
Each of Euronet's subsidiaries, once they reach a certain size, is required under the Credit Agreement to provide a guarantee of all or a portion of the outstanding obligations under the Credit Agreement depending upon whether the subsidiary is a domestic or foreign entity.
From time to time, Euronetthe Company enters into agreements with unaffiliated partiescommercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. The amount of such potential obligations is generally not stated in the agreements. Euronet's liability under such indemnification provisions may be mitigated by relevant insurance coverage and may be subject to time and materiality limitations, monetary caps and other conditions and defenses. Such indemnification obligations include the following:
In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for damage to ATMs and theft of ATM network cash that, generally, is not recorded on the Company’s Consolidated Balance Sheets. As of September 30, 2013March 31, 2014, the balance of ATM network cash for which the Company was responsible was approximately $435440 million. The Company maintains insurance policies to mitigate this exposure;
In connection with contracts with financial institutions in the EFT Processing Segment, the Company is responsible for losses suffered by its customers and other parties as a result of the breach of its computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through its processing systems. The Company maintains insurance policies to mitigate this exposure;
In connection with the license of proprietary systems to customers, Euronetthe Company provides certain warranties and infringement indemnities to the licensee, which generally warrant that such systems do not infringe on intellectual property owned by third parties and that the systems will perform in accordance with their specifications;
Euronet has entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which the Company has agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from the Company’s use of the vendor’s product or the services of the vendor or consultant;

13


In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, the Company has entered into agreements containing indemnification provisions, which can be generally described as follows: (i) in connection with acquisitions of operating units or assets made by Euronet, the Company has agreed to indemnify the seller against third partythird-party claims made against the seller relating to the operating unit or asset and arising after the closing of the transaction, and (ii) in connection with dispositions made by Euronet, Euronet has agreed to indemnify the buyer against damages incurred by the buyer due to the buyer’s reliance on representations and warranties relating to the subject subsidiary, operating unit or business assets in the disposition agreement if such representations or warranties were untrue when made; and

15


Euronet has entered into agreements with certain third parties, including banks that provide fiduciary and other services to Euronet or to the Company’s benefit plans. Under such agreements, the Company has agreed to indemnify such service providers for third partythird-party claims relating to carrying out their respective duties under such agreements.
The Company is also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transfer operations. The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.
To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of September 30, 2013March 31, 2014 or December 31, 20122013.

(11) INCOME TAXES
The Company's effective income tax rates were 18.2% and 32.3% for the three-month periods ended September 30, 2013 and 2012, respectively, and 22.3% and 34.4% for the nine-month periods ended September 30, 2013 and 2012, respectively. The effective tax rates were significantly influenced by the acquisition-related contingent consideration gain, foreign currency exchange gains and losses and other non-operating gains, net in the respective periods. Excluding these items from pre-tax income, as well as the related tax effects for these items, the Company's effective tax rates were 32.0% and 34.4% for the three-month periods ended September 30, 2013 and 2012, respectively, and 29.3% and 36.6% for the nine-month periods ended September 30, 2013 and 2012.
The Company's effective tax rate, as adjusted for the items above, for the third quarter 2013 was lower than the applicable statutory tax rate of 35% primarily because of the Company's U.S. income tax positions. The Company's effective tax rate, as adjusted for the items above, for the nine-month period ended September 30, 2013 was lower than the applicable statutory tax rate of 35% primarily because of the Company's U.S. income tax positions and a change in the reserve for uncertain tax benefits. The Company does not have a history of significant taxable income in the U.S., therefore, the Company has recorded a valuation allowance against the tax net operating loss carryforwards. Accordingly, in instances when the Company’s U.S. legal entities generate pre-tax book income, no income tax expense is recognized to the extent there are net operating loss carryforwards to offset pre-tax book income.
During the first nine months of 2013, the Company recorded a $2.2 million decrease in the reserve for uncertain tax benefits related to the closure of an income tax audit in Germany, resulting in a decrease in income tax expense for the nine-month period ended September 30, 2013. In connection with the acquisition of Pure Commerce in January 2013, the Company recorded a $2.0 million reserve for uncertain tax benefits in the opening balance sheet. There were no other material changes in the reserve for unrecognized tax benefits during the nine month period ended September 30, 2013.

(12)(13) LITIGATION AND CONTINGENCIES

Contingencies
Computer Security Breach - A unit of the Company's European processing business was the subject of a criminal security breach in late 2011. The affected business represents less than 5% of the Company's revenues, profits and transactions. Euronet took immediate steps to remediate the breach and ensure its impact was contained.
Certain claims arising from such breach were asserted against the Company, and it is possible that additional claims may be asserted in the future. However, the Company maintains insurance to cover the financial exposure for response costs, losses by the card issuer and fines or penalties from incidents of this nature. To date, the aggregate amount of expenses incurred and losses asserted against the Company for which the Company ultimately bore liability have been within the limits of our insurance and the only cost to the Company has been its retention amount under its insurance. The Company does not currently expect the net financial impact of expenses or losses from the breach, after insurance recovery, to be material to the consolidated results of operations or financial condition of the Company.
Expenses related to the breach through December 31, 2012 were $0.5 million, net of $1.9 million in amounts recovered from the Company's insurance carrier. For the first nine months of 2012, the Company incurred $0.5 million in expenses related to the breach, net of insurance recoveries of $1.7 million. No additional related expenses were incurred during the first nine months of 2013, as all losses incurred were covered by insurance.

16


Unclaimed property compliance - During the third quarter ofIn September 2013, the Company entered into a voluntary disclosure agreement (“VDA”) with the Secretary of State of the State of Delaware to determine compliance with Delaware unclaimed property laws. Types of property under examination include, but are not limited to, payroll checks, accounts payable checks and accounts receivable credits for the period 1996 through 2007. The total amount of exposure of this contingency is dependent upon the manner in which the State of Delaware applies its unclaimed property laws. The Company does not currently expect the outcome of this matter to have a material adverse effect on the Company's consolidated financial condition or results of operations or financial condition of the Company.operations.
Legal Proceedings
During 2012, the Company was served with a class action lawsuit filed by a former employee alleging wage and hour violations relating to meal and rest period requirements. The Company has reached an agreement to settle this lawsuit for an immaterial amount and together withcompleted the plaintiffssettlement in the case, is following court procedures to finalize the settlement. The Company expects such procedures to be completed within the next twelve months.2014.
From time to time, the Company is a party to legal or regulatory proceedings arising in the ordinary course of its business. Currently, there are no legal proceedingsproceeding or regulatory findings that management believes, either individually or in the aggregate, would have a material adverse effect uponon the Company's consolidated financial condition or results of operations or financial condition of the Company.operations. In accordance with U.S. GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.



1714


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms "Euronet," the "Company," "we" and "us" as used herein refer to Euronet Worldwide, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Generally, the words "believe," "expect," "anticipate," "intend," "estimate," "will" and similar expressions identify forward-looking statements. However, the absence of these words or similar expressions does not mean the statement is not forward-looking. All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:
our business plans and financing plans and requirements;
trends affecting our business plans and financing plans and requirements;
trends affecting our business;
the adequacy of capital to meet our capital requirements and expansion plans;
the assumptions underlying our business plans;
our ability to repay indebtedness;
our estimated capital expenditures;
the potential outcome of loss contingencies;
our expectations regarding the closing of pending acquisitions;
business strategy;
government regulatory action;
technological advances; and
projected costs and revenues.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct.
Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may materially differ from those in the forward-looking statements as a result of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including economic conditions in specific countries and regions; technological developments affecting the market for our products and services; our ability to successfully introduce new products and services; foreign currency exchange rate fluctuations; the effects of any potential future security breaches; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; our ability to comply with increasingly stringent regulatory requirements, including anti-money laundering requirements; changes in laws and regulations affecting our business, including immigration laws; changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; and those other factors referred to above and as set forth  and more fully described in Part I, Item 1A — Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2013. Our Annual Report on Form 10-K is available on the SEC's EDGAR website at www.sec.gov, and a copy may also be obtained by contacting the Company. All forward-looking statements made in this Form 10-Q speak only as of the date of this report. We do not intend, and do not undertake any obligation, to update any forward-looking statements to reflect future events or circumstances after the date of such statements.


15


OVERVIEW
COMPANY OVERVIEW, GEOGRAPHIC LOCATIONS AND PRINCIPAL PRODUCTS AND SERVICES
Euronet Worldwide, Inc. and its subsidiaries (“Euronet,” the “Company,” “we,” "our" or “us”) isWe are a leading electronic payments provider. We offer payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Our primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale (“POS”), and card outsourcing services, card issuing and merchant acquiring services; electronic distribution of prepaid mobile airtime and other electronic payment productsproducts; and global consumer money transfer services. We operate in the following three segments:
The EFT Processing Segment, which processes transactions for a network of 17,79518,558 ATMs and approximately 68,00067,000 POS terminals across Europe, the Middle East and Asia Pacific. We provide comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit and debit card outsourcing, dynamic currency conversion, and other value added services. Through this segment, we also offer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.
The epay Segment, which provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products. We operate a network of approximately 636,000647,000 POS terminals providing electronic processing of prepaid mobile airtime top-up services and other electronic payment products in Europe, the Middle East, Asia Pacific, North Americathe United States and South America. We also provide vouchers and physical gift fulfillment services in Europe and gift card distribution and processing services in most of our markets.Europe.
The Money Transfer Segment, which provides global consumer-to-consumer money transfer services, primarily under the brand name Ria. We offer this service through a network of sending agents, Company-owned stores (primarily in North America and Europe) and via a desktop or mobile device at riamoneytransfer.com,the Company's website (at riamoneytransfer.com), disbursing money transfers through a worldwide correspondent network that includes approximately 207,000219,000 locations. In addition to money transfers, we also offer customers bill payment services (primarily in the U.S.), payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services for a wide variety of issued checks, along with competitive foreign currency exchange services.services and mobile top-up.
We have four processing centers in Europe, three in Asia Pacific and two in North America. We have 3031 principal offices in Europe, ten in Asia Pacific, six in North America, nine in Asia Pacific, three in the Middle East, two in South America and one in Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 75% of our revenues denominated in currencies other than the U.S. dollar, any significant changes in foreign currency exchange rates will likely have a significant impact on our results of operations.

SOURCES OF REVENUES AND CASH FLOW
Euronet primarily earns revenues and income based on ATM management fees, transaction fees, commissions and foreign currency exchange margin. Each operating segment’s sources of revenues are described below.
EFT Processing Segment — Revenues in the EFT Processing Segment, which represented approximately 23% and 21% of our total consolidated revenues for the thirdfirst quarter and first nine months of 20132014, respectively, are primarily derived from fees charged for transactions made by cardholders on our proprietary network of ATMs, fixed management fees and transaction fees we charge to customers for operating ATMs and processing debit and credit cards under outsourcing and cross-border acquiring agreements, foreign currency exchange margin on dynamic currency conversion transactions, and other value added services such as advertising, prepaid telecommunication recharges, bill payment, and money transfers provided over ATMs. Revenues in this segment are also derived from license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.

16


epay Segment — Revenues in the epay Segment, which represented approximately 51% and 53%52% of our total consolidated revenues for the thirdfirst quarter and first nine months of 20132014, respectively, are primarily derived from (i) commissions or processing fees received from mobile phone operators for the saleprocessing and distribution of prepaid mobile airtime and (ii) commissions earned from the distribution of other electronic payment products, gift cards, vouchers, and physical gifts. Due to certain provisions in our mobile phone operator agreements, the operators have the ability to reduce the overall commission paid on top-up transactions. However, by virtue of our agreements with retailers (distributors where POS terminals are located) in certain markets, not all of these reductions are absorbed by us because we are able to pass a significant portion of the reductions to retailers. Accordingly, under certain retailer agreements, the effect is to reduce revenues and reduce our direct operating costs resulting in only a small impact on gross profit and operating income. In some markets, reductions in commissions can significantly impact our results as it may not be possible, either contractually or commercially in the concerned market, to pass a reduction in commissions to the retailers. In Australia, certain markets, retailers may negotiate directly with the mobile phone operators and prepaid content providers for their own commission rates, which also limits our ability to pass through reductions in commissions. Agreements with mobile operators and prepaid content providers are important to the success of our business. These agreements permit us to distribute prepaid mobile airtime and other electronic payment products to the mobile operators’ customers.end consumer. Other electronic payment products offered by this segment include prepaid long distance calling card plans, prepaid Internet plans, prepaid debit cards, gift cards, vouchers, transport payments, lottery payments, bill payment, money transfer and digital content such as music, games and software.
Money Transfer Segment — Revenues in the Money Transfer Segment, which represented approximately 26%27% of our total consolidated revenues for both the thirdfirst quarter and first nine months of 20132014, are primarily derived from charging a transaction fee,fees, as well as the margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to consumers at retail exchange rates. We have a sending agent network in place comprised of agents, Company-owned stores, primarily in North America and Europe, and our riamoneytransfer.com website, along with a worldwide network of correspondent agents, consisting primarily of financial institutions in the transfer destination countries. Sending and correspondent agents each earn fees for cash collection and distribution services. These fees are recognized as direct operating costs at the time of sale.
Corporate Services, Eliminations and Other - In addition to operating in our principal operating segments described above, our “Corporate Services, Eliminations and Other” category includes non-operating activity, certain inter-segment eliminations and the cost of providing corporate and other administrative services to the operating segments, including most share-based compensation expense. These services are not directly identifiable with our reportable operating segments.

OPPORTUNITIES AND CHALLENGES
Our expansion plans and opportunities are currently focused on six primary areas:
signing new outsourced ATM and POS terminal management contracts and adding ATMs to our owned network;
increasing transactions processed on our network of owned and operated ATMs and POS devices;
expanding value added services in our EFT Processing Segment, including the sale of dynamic currency conversion services to banks and retailers;
expanding our epay processing network and portfolio of electronic payment products;
expanding our money transfer and bill payment network; and
developing our credit and debit card outsourcing business.
EFT Processing Segment — The continued expansion and development of our EFT Processing Segment business will depend on various factors including, but not necessarily limited to, the following:
the impact of competition by banks and other ATM operators and service providers in our current target markets;
the demand for our ATM outsourcing services in our current target markets;
our ability to develop products or services, including value added services, to drive increases in transactions and revenues;
the expansion of our various business lines in markets where we operate and in new markets;
our entry into additional card acceptance and ATM management agreements with banks;
our ability to obtain required licenses in markets we intend to enter or expand services;
the availability of financing for expansion;
our ability to efficiently install ATMs contracted under newly awarded outsourcing agreements;

18


our ability to renew existing contracts at profitable rates;

17


our ability to maintain pricing at current levels or mitigate price reductions in certain markets;
the impact of reductions in ATM interchange fees;
our ability to expand and sign additional customers for the cross-border merchant processing and acquiring business; and
the continued development and implementation of our software products and their ability to interact with other leading products.

We consistently evaluate and add prospects to our list of potential ATM outsourcing customers. However, we cannot predict any increase or decrease in the number of ATMs we manage under outsourcing agreements because this depends largely on the willingness of banks to enter into outsourcing contracts with us. Due to the thorough internal reviews and extensive negotiations conducted by existing and prospective banking customers in choosing outsource vendors, the process of entering into or renewing outsourcing agreements can take several months. The process is further complicated by the legal and regulatory considerations of local countries. These agreements tend to cover large numbers of ATMs, so significant increases and decreases in our pool of managed ATMs could result from the acquisition or termination of one or more of these management contracts. Therefore, the timing of both current and new contract revenues is uncertain and unpredictable.

Software products are an integral part of our product lines, and our investment in research, development, delivery and customer support reflects our ongoing commitment to an expanded customer base. We have been able to enter into agreements under which we contribute the right to use our software in lieu of cash as our initial capital contributions to new transaction processing joint ventures. Such contributions sometimes permit us to enter new markets without significant capital investment.
epay Segment — The continued expansion and development of theour epay Segment business will depend on various factors, including, but not necessarily limited to, the following:
our ability to maintain and renew existing agreements, and to negotiate new agreements in additional markets with mobile phone operators, content providers, agent financial institutions and retailers;
our ability to use existing expertise and relationships with mobile operators, content providers and retailers to our advantage;
the continued use of third-party providers such as ourselves to supply electronic processing solutions for existing and additional content;
the development of mobile phone networks in the markets in which we do business and the increase in the number of mobile phone users;
the overall pace of growth in the prepaid mobile phone market, including consumer shifts between prepaid and postpaid services;
our market share of the retail distribution capacity;
the development of new technologies that may compete with POS distribution of prepaid mobile airtime and other products;
the level of commission that is paid to the various intermediaries in the electronic payment distribution chain;
our ability to fully recover monies collected by retailers;
our ability to add new and differentiated products in addition to those offered by mobile operators;
our ability to develop and effectively market additional value added services;
our ability to take advantage of cross-selling opportunities with our Money Transfer Segment, including providing money transfer services through our distribution network; and
the availability of financing for further expansion.

In all of the markets in which we operate, we are experiencing significant competition which will impact the rate at which we may be able to grow organically. Competition among prepaid mobile airtime distributors results in the increase of commissions paid to retailers and increases in retailer attrition rates. To grow, we must capture market share from other prepaid mobile airtime distributors, offer a superior product offering and demonstrate the value of a global network. In certain markets in which we operate, we believe that many of the factors that may contribute to rapid growth (growth in electronic payment products, expansion of our network of retailers and access to all mobile operators' products) remain present.

18


Money Transfer Segment — The continued expansion and development of our Money Transfer Segment business will depend on various factors, including, but not necessarily limited to, the following:
the continued growth in worker migration and employment opportunities;
the mitigation of economic and political factors that have had an adverse impact on money transfer volumes, such as changes in the economic sectors in which immigrants work and the developments in immigration policies in the U.S.;
the continuation of the trend of increased use of electronic money transfer and bill payment services among immigrant workers and the unbanked population in our markets;
our ability to maintain our agent and correspondent networks;
our ability to offer our products and services or develop new products and services at competitive prices to drive increases in transactions;
the development of new technologies that may compete with our money transfer network;
the expansion of our services in markets where we operate and in new markets;
our ability to strengthen our brands;
our ability to fund working capital requirements;

19


our ability to recover from agents funds collected from customers and our ability to recover advances made to correspondents;
our ability to maintain compliance with the regulatory requirements of the jurisdictions in which we operate or plan to operate;
our ability to take advantage of cross-selling opportunities with our epay Segment, including providing prepaid services through Ria’s stores and agents worldwide;
our ability to leverage our banking and merchant/retailer relationships to expand money transfer corridors to Europe, Asia and Africa, including high growth corridors to Central and Eastern European countries;
the availability of financing for further expansion; and
our ability to successfully expand our agent network in Europe using our Payment Services Directive license.

For all segments, our continued expansion may involve additional acquisitions that could divert our resources and management time and require integration of new assets with our existing networks and services. Our ability to effectively manage our growth has required us to expand our operating systems and employee base, particularly at the management level, which has added incremental operating costs. Any inability to continue to effectively manage expansion could have a material adverse effect on our business, growth, financial condition and results of operations. Inadequate technology and resources would impair our ability to maintain current processing technology and efficiencies, as well as deliver new and innovative services to compete in the marketplace.



19


SEGMENT SUMMARY RESULTS OF OPERATIONS
Revenues and operating income by segment for the three- and nine-month periodsthree months ended September 30, 2013March 31, 2014 and 20122013 are summarized in the tables below:
 Revenues for the Three Months Ended September 30, Year-over-Year Change 
Revenues for the Nine Months Ended
September 30,
 Year-over-Year Change Revenues for the Three Months Ended March 31, Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase
(Decrease)Amount
 Increase
Percent
 2013 2012 Increase
(Decrease)Amount
 Increase
Percent
 2014 2013 Increase
(Decrease)Amount
 Increase
(Decrease)
Percent
EFT Processing $83,594
 $64,888
 $18,706
 29% $219,149
 $173,114
 $46,035
 27% $74,605
 $63,334
 $11,271
 18 %
epay 182,629
 171,529
 11,100
 6% 548,867
 514,543
 34,324
 7% 185,064
 189,575
 (4,511) (2)%
Money Transfer 95,276
 80,042
 15,234
 19% 271,536
 228,960
 42,576
 19% 94,000
 82,903
 11,097
 13 %
Total 361,499
 316,459
 45,040
 14% 1,039,552
 916,617
 122,935
 13% 353,669
 335,812
 17,857
 5 %
Eliminations (919) (103) (816) n/m
 (1,785) (262) (1,523) n/m
 (354) (168) (186) n/m
Total $360,580
 $316,356
 $44,224
 14% $1,037,767
 $916,355
 $121,412
 13% $353,315
 $335,644
 $17,671
 5 %
______________________
  Operating Income (Expense) for the Three Months Ended March 31, Year-over-Year Change
(dollar amounts in thousands) 2014 2013 Increase
(Decrease)Amount
 Increase
(Decrease)
Percent
EFT Processing $12,774
 $6,613
 $6,161
 93 %
epay 14,896
 14,653
 243
 2 %
Money Transfer 3,940
 6,042
 (2,102) (35)%
Total 31,610
 27,308
 4,302
 16 %
Corporate services, eliminations and other (7,228) (8,150) 922
 (11)%
Total $24,382
 $19,158
 $5,224
 27 %
___________________
n/m — Not meaningful

  Operating Income (Expense) for the Three Months Ended September 30, Year-over-Year Change Operating Income (Expense) for the Nine Months Ended September 30, Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase
(Decrease)Amount
 Increase
Percent
 2013 2012 Increase
(Decrease)Amount
 Increase
Percent
EFT Processing (1) $44,620
 $14,483
 $30,137
 208% $66,184
 $30,856
 $35,328
 114%
epay 12,128
 10,131
 1,997
 20% 39,290
 33,322
 5,968
 18%
Money Transfer 7,517
 6,214
 1,303
 21% 22,342
 17,186
 5,156
 30%
Total 64,265
 30,828
 33,437
 108% 127,816
 81,364
 46,452
 57%
Corporate services, eliminations and other (8,920) (6,633) (2,287) 34% (25,513) (21,473) (4,040) 19%
Total (1) $55,345
 $24,195
 $31,150
 129% $102,303
 $59,891
 $42,412
 71%
______________________
(1) For the three- and nine-month periods ended September 30, 2013, both operating income for our EFT Processing segment and total consolidated operating income include a $19.3 million gain related to the change in fair value of an acquisition-related contingent consideration liability. Adjusted for this gain, operating income for our EFT processing segment would have been $25.3 million and $46.9 million for the three- and nine month periods ended September 30, 2013, respectively. Additionally, adjusted for this gain, total consolidated operating income would have been $36.0 million and $83.0 million for the three and nine-month periods ended September 30, 2013, respectively.

20


Impact of changes in foreign currency exchange rates
Because ourOur revenues and local expenses are recorded in the functional currencies of our operating entities,entities; therefore, amounts we earned forearn outside the third quarterU.S. are negatively impacted by the stronger U.S. dollar and first nine months of 2013 reflectedpositively impacted by the impact of changes in currency values relative to theweaker U.S. dollar. Considering the results by country and the associated functional currency, our consolidated operating income for the first quarter of 2014 was not significantly influenced by the changes in foreign currency exchange rates when compared to the third quarter and first nine-monthssame period of 2012.2013. To provide further perspective on the impact of foreign currency exchange rates, the following table shows the changes in currency values relative to the U.S. dollar fromfor the thirdfirst quarter and first nine months of 20122014 compared to the same periodsperiod of 2013 forof the currencies of the countries and regions in which we have our most significant operations:

  Average Translation Rate   Average Translation Rate  
  Three Months Ended September 30, Increase
(Decrease)Percent
 Nine Months Ended September 30, Increase
(Decrease)Percent
Currency (dollars per foreign currency) 2013 2012  2013 2012 
Australian dollar $0.9155
 $1.0391
 (12)% $0.9812
 $1.0349
 (5)%
Brazilian real $0.4373
 $0.4936
 (11)% $0.4740
 $0.5237
 (9)%
British pound $1.5517
 $1.5808
 (2)% $1.5464
 $1.5784
 (2)%
euro $1.3256
 $1.2520
 6 % $1.3174
 $1.2825
 3 %
Hungarian forint $0.0045
 $0.0044
 2 % $0.0044
 $0.0044
  %
Indian rupee $0.0161
 $0.0182
 (11)% $0.0175
 $0.0189
 (7)%
Polish zloty $0.3126
 $0.3033
 3 % $0.3140
 $0.3054
 3 %

  
Average Translation Rate
Three Months Ended March 31,
 Increase
(Decrease)Percent
Currency (dollars per foreign currency) 2014 2013 
Australian dollar $0.8961
 $1.0385
 (14)%
Brazilian real $0.4236
 $0.5010
 (15)%
British pound $1.6551
 $1.5515
 7 %
euro $1.3703
 $1.3205
 4 %
Hungarian forint $0.0045
 $0.0045
  %
Indian rupee $0.0162
 $0.0185
 (12)%
Polish zloty $0.3278
 $0.3183
 3 %

20


COMPARISON OF OPERATING RESULTS FOR THE THREE- AND NINE-MONTH PERIODSTHREE MONTHS ENDED SEPTEMBER 30, 2013MARCH 31, 2014 AND 20122013
EFT PROCESSING SEGMENT
The following table presents the results of operations for the three- and nine-month periodsthree months ended September 30, 2013March 31, 2014 and 20122013 for our EFT Processing Segment:
 Three Months Ended
September 30,
 Year-over-Year Change Nine Months Ended
September 30,
 Year-over-Year Change Three Months Ended
March 31,
 Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase
(Decrease)Percent
 Increase
(Decrease)Percent
 2013 2012 Increase Amount Increase Percent 2014 2013 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
Total revenues $83,594
 $64,888
 $18,706
 29 % $219,149
 $173,114
 $46,035
 27% $74,605
 $63,334
 $11,271
 18 %
Operating expenses:                        
Direct operating costs 36,576
 30,075
 6,501
 22 % 104,103
 83,965
 20,138
 24% 37,338
 32,912
 4,426
 13 %
Salaries and benefits 10,195
 8,700
 1,495
 17 % 29,409
 24,455
 4,954
 20% 11,095
 9,645
 1,450
 15 %
Selling, general and administrative 5,249
 5,195
 54
 1 % 16,530
 15,128
 1,402
 9% 6,102
 5,848
 254
 4 %
Acquisition-related contingent consideration gain (19,319) 
 (19,319) n/m
 (19,319) 
 (19,319) n/m
Depreciation and amortization 6,273
 6,435
 (162) (3)% 22,242
 18,710
 3,532
 19% 7,296
 8,316
 (1,020) (12)%
Total operating expenses 38,974
 50,405
 (11,431) (23)% 152,965
 142,258
 10,707
 8% 61,831
 56,721
 5,110
 9 %
Operating income $44,620
 $14,483
 $30,137
 208 % $66,184
 $30,856
 $35,328
 114% $12,774
 $6,613
 $6,161
 93 %
Transactions processed (millions) 304
 304
 
 n/m
 877
 865
 12
 1% 301
 276
 25
 9 %
ATMs as of September 30, 17,795
 17,370
 425
 2 % 17,795
 17,370
 425
 2%
ATMs as of March 31, 18,558
 17,949
 609
 3 %
Average ATMs 17,595
 17,295
 300
 2 % 17,671
 16,414
 1,257
 8% 18,411
 17,723
 688
 4 %

n/m — Not meaningful.

21


Revenues
Our revenues for the thirdfirst quarter and first nine months of 20132014 increased when compared to the same periodsperiod of 20122013, primarily due to an increase in the number of transactions processed in Poland as a result of an increase in ATMs under management, an increase in transactions processed on brown labelthe number of ATMs in India, an increase in demand for dynamic currency conversion ("DCC") and other valued added services on both our ATMs and POS devices under management and the impact of DCCgrowth in revenues earned on POS devices from our acquisition of Pure Commerce Pty Limited ("Pure Commerce")debit and credit card outsourcing services in January 2013.Greece.
Average monthly revenues per ATM were $1,584$1,351 for the thirdfirst quarter and $1,378 for the first nine monthsof 20132014 compared to $1,251$1,191 for the third quarter and $1,172 for the first nine monthssame period of 20122013. Revenues per transaction were $0.27 for the third quarter and $0.25 for the first nine months quarter of 20132014 compared to $0.21$0.23 for the third quarter and $0.20 for the first nine monthssame period of 20122013. These increases were primarily the result of revenue growth from DCC and value added services, both ofon our ATMs under management, which earnearns higher revenues per transaction than other ATM services and the cancellation of an ATM driving and managed services contract in India.India during the second quarter of 2013. The revenues per ATM and per transaction earned under the canceled contract were significantly lower than other ATM services.
Direct operating costs
Direct operating costs consist primarily of site rental fees, cash delivery costs, cash supply costs, maintenance, insurance, telecommunications, the cost of data center operations-related personnel, as well as the processing centers’ facility-related costs and other processing center-related expenses and commissions paid to retail merchants, banks and card processors involved with POS DCC transactions. Direct operating costs increased infor the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod of 20122013, primarily due to an increase in the number of ATMs under management in Poland and the acquisition of Pure Commerce.India, an increase in demand for DCC transactions on POS devices and growth in revenues from debit and credit card outsourcing services in Greece.
Gross profit
Gross profit, which is calculated as revenues less direct operating costs, was $47.0$37.3 million for the thirdfirst quarter and $115.0of 2014 compared to $30.4 million for the first nine monthssame period of 2013 compared to $34.8 million for the third quarter and $89.1 million for the first nine months of 2012. This increase was primarily due to the growth in revenues from DCC and value added services, including revenues from DCC earned on POS devices from our acquisition of Pure Commerce, thetransactions, an increase in ATMs under management in Poland and the increasegrowth in transactions processed on brown label ATMsrevenues from debit and credit card outsourcing services in India.Greece. Gross profit as a percentage of revenues (“gross margin”) was 56.2%50.0% for the thirdfirst quarter and 52.5% for the first nine monthsof 20132014 compared to 53.7%48.0% for the third quarter and 51.5% for the first nine monthssame period of 20122013. This increase was primarily due to the increase in revenues earned from DCC and value added services discussed above, both ofon our ATMs under management, which earnearns a higher gross profit than other services.

21


Salaries and benefits
The increase in salaries and benefits for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was primarily due to adding employeesadditional headcount to support the growthincrease in the number of ATMs under management along withand the impact ofgrowth in DCC transactions on our acquisition of Pure Commerce.POS devices. As a percentage of revenues, these costs decreased to 12.2%14.9% for the thirdfirst quarter and 13.4%of 2014 from 15.2% for the first nine monthssame period of 2013 from 13.4% for the third quarter and 14.1% for the first nine months of 2012. This decrease was primarily due to the growth in revenues earned from DCC and value added servicestransactions on our ATMs under management, which require minimal incremental support costs.
Selling, general and administrative
The increase in selling, general and administrative expenses for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periods of 2012 was primarily due to the impact of our acquisition of Pure Commerce, partly offset by a decrease in bad debt expense due to the favorable resolution of a specific dispute. The increase for the first nine months of 2013 compared to the same period of 20122013 was alsoprimarily due to anincreased support costs as a result of the increase in professional expenses during the first halfnumber of 2013.ATMs under management and growth in DCC transactions on POS devices. As a percentage of revenues, these expenses decreased to 6.3%8.2% for the thirdfirst quarter and 7.5%of 2014 from 9.2% for the first nine monthssame period of 2013 from 8.0% for the third quarter and 8.7% for the first nine months of 2012, primarily due to the growth in revenues earned from DCC and value added servicestransactions on our ATMs under management, which require minimal incremental support costs.

22


Acquisition-related contingent consideration gain
In the third quarter of 2013, the Company adjusted to fair value the contingent consideration liability based on its assessment that the performance targets for gross profit and EBITDA would not be met. The change in fair value resulted in the recognition of a $19.3 million gain.
Although certain elements of Pure Commerce’s business plan changed during the first half of 2013, its management team had specific plans in place to achieve the performance targets.  At June 30, 2013, the Company determined that the performance targets were probable of achievement because Pure Commerce’s business can experience significant impacts on results when key customers launch its services and implementation timeframes are usually short. However, as the actual results through the third quarter were realized, the Company determined that delays in implementing contracts with certain merchants and merchant acquirers and lower than expected transaction volume on certain contracts would not allow Pure Commerce to meet the minimum threshold necessary to require the Company to pay contingent consideration. This assessment was primarily due to the short one-year timeframe to achieve the performance targets and the targets’ high sensitivity to changes in performance.  While these factors contributed to Pure Commerce not achieving the performance targets, they are not expected to adversely affect the fair value of Pure Commerce.
Depreciation and amortization
DepreciationThe decrease in depreciation and amortization expense decreased for the thirdfirst quarter of 20132014 compared to the same period of 2012,2013 was primarily due to final purchase accounting true-up adjustments to certain acquired intangiblesoftware assets related to the acquisition of Pure Commerce,becoming fully amortized during 2013, partly offset by an increase in depreciation of ATMs under management. Depreciation and amortization expense increased for the first nine months of 2013 compared to the same period of 2012, primarily due to the amortization of intangible assets related to the acquisition of Pure Commerce recorded during the first half of 2013 and an increase in deprecation ofon our ATMs under management. As a percentage of revenues, depreciation and amortization expense decreased to 7.5%9.8% for the thirdfirst quarter and 10.1%of 2014 from 13.1% for the first nine monthssame period of 2013 from 9.9% for the third quarter and 10.8% for the first nine months of 2012, mainlyprimarily due to the growth in revenues from DCC and value added servicestransactions on our ATMs under management. The decrease for the third quarter of 2013 compared to the same period of 2012 is also due tomanagement and the purchase accounting true-up adjustments discussed above.
Operating income
Operating income increased for the third quarter and first nine months of 2013 compared to the same periods of 2012, primarily due to the acquisition-related contingent consideration gain, an increase in the number of ATMs under management, an increase in the number of transactions processed on brown label ATMs in India, growth in revenues earned from DCC and value added services and the decrease in bad debt expense. The increase in operating income for the first nine months quarter of 20132014 compared to the same period of 20122013 was partly offset byprimarily due to the increase in the number of ATMs discussed above, growth in revenues earned from DCC transactions, growth in revenues from debit and credit card management services in Greece and the decrease in amortization expense. Excluding the acquisition-related contingent consideration gain, operatingexpense related to software assets. Operating income as a percentage of revenues (“operating margin”) increased to 30.3%17.1% for the thirdfirst quarter and 21.4%of 2014 from 10.4% for the first nine monthssame period of 2013 from 22.3% for the third quarter and 17.8% for the first nine months of 2012 and operating income per transaction increased to $0.08$0.04 for the thirdfirst quarter and $0.05of 2014 from $0.02 for the first nine monthssame period of 2013 from $0.05 for the third quarter and $0.04 for the first nine months of 2012. Theses2013. These increases were primarily due to the increasegrowth in revenues earned from DCC and value added services on our ATMs under management.


23


EPAY SEGMENT
The following table presents the results of operations for the three- and nine-month periods months ended September 30, 2013March 31, 2014 and 20122013 for our epay Segment:
 Three Months Ended
September 30,
 Year-over-Year Change Nine Months Ended
September 30,
 Year-over-Year Change Three Months Ended
March 31,
 Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
 2013 2012 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
 2014 2013 Increase (Decrease) Amount Increase (Decrease) Percent
Total revenues $182,629
 $171,529
 $11,100
 6 % $548,867
 $514,543
 $34,324
 7 % $185,064
 $189,575
 $(4,511) (2)%
Operating expenses:                        
Direct operating costs 142,284
 131,999
 10,285
 8 % 424,343
 395,185
 29,158
 7 % 143,341
 146,657
 (3,316) (2)%
Salaries and benefits 13,494
 12,717
 777
 6 % 41,976
 38,409
 3,567
 9 % 13,594
 14,095
 (501) (4)%
Selling, general and administrative 10,687
 11,757
 (1,070) (9)% 30,689
 32,563
 (1,874) (6)% 9,087
 9,667
 (580) (6)%
Depreciation and amortization 4,036
 4,925
 (889) (18)% 12,569
 15,064
 (2,495) (17)% 4,146
 4,503
 (357) (8)%
Total operating expenses 170,501
 161,398
 9,103
 6 % 509,577
 481,221
 28,356
 6 % 170,168
 174,922
 (4,754) (3)%
Operating income $12,128
 $10,131
 $1,997
 20 % $39,290
 $33,322
 $5,968
 18 % $14,896
 $14,653
 $243
 2 %
Transactions processed (millions) 269
 277
 (8) (3)% 829
 815
 14
 2 % 280
 278
 2
 1 %

22


Revenues
The increase in revenuesRevenues decreased slightly for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was, primarily due to an increasea decrease in the number of prepaid mobile transactions processed in Australia and Brazil and a decrease in the U.S., increased demand for non-mobile products in Germany, an increase in voucher redemptions andnumber of physical gift fulfillments at our cadooz subsidiary, and the impact of our acquisition of ezi-pay Limited ("ezi-pay") in November 2012.subsidiary. These increasesdecreases were partlypartially offset by revenue declinesincreases in Australiathe number of non-mobile transactions processed in Germany and the U.K. as aThe decrease in revenues for Australia was the result of increased competitive pressures and certain mobile operators modifying their distribution strategies to drive consumer demand for top-up services to on-line or mobile device channels. The decrease in revenues in Brazil was due to changes in certain mobile operators' distribution strategies, which limited our ability to distribute certain products within certain markets in Brazil. The decrease in physical gift fulfillments at our cadooz subsidiary was the result of fewer customer orders during the period.
We currently expect most of our future revenue growth to be derived from:from, (i) additional electronic payment products sold over the base of POS terminals, (ii) valued added services, (iii) developing markets or markets in which there is organic growth in the electronic top-up sector overall, and (iv) acquisitions, if available and commercially appropriate.
Revenues per transaction were $0.68 for the third quarter anddecreased to $0.66 for the first nine months quarter of 2014 from $0.68 for the same period of 2013 compared to $0.62 for the third quarter and $0.63 for the first nine months of 2012. The increase in revenues per transaction was mainly, primarily due to an increase in transactions processed at our cadooz subsidiary, where revenues are recorded at gross value, in contrast to our other electronic payment products which are recorded at net value, and other non-mobile products. These increases were partly offset by a shiftgrowth in the mixnumber of transactions particularly due to growthprocessed in India, where revenues per transaction are considerably lower than average, and a decrease in transactions processed at our ATX subsidiary.the average commission earned per transaction in Australia and Brazil. The decrease in the number of transactions processed for the third quarter of 2013 compared to the same period of 2012, and partialrevenues per transaction was partially offset toby the increase in the number of non-mobile transactions processed in Germany and the U.K., for the first nine months of 2013 compared to the same period of 2012, was due to a decrease in transactions processed at our ATX subsidiary. At our ATX subsidiary and in Indiawhich we provide onlygenerally earn higher revenues per transaction processing services without significant direct costs and other operating costs related to installing and managing terminals. Therefore, the revenues we recognize from these transactions are a fraction of those recognized on average transactions, but with strong contribution to gross profit.than mobile.
Direct operating costs
Direct operating costs in theour epay Segment include the commissions we pay to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, as well as expenses required to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled. The increasedecrease in direct operating costs for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periods of 2012 was primarily due to the growth in transactions processed in the U.S. and Germany, increased voucher redemptions and physical gifts fulfilled at our cadooz subsidiary, increased commissions costs in Brazil, and the impact of our acquisition of ezi-pay. These increases were partly offset by the decrease in the number of transactions processed in Australia and the U.K.

24


Gross profit
Gross profit, which represents revenues less direct costs, was $40.3 million for the third quarter and $124.5 million for the first nine monthsperiod of 2013 compared to $39.5 million forwas the third quarter and $119.4 million for the first nine monthsresult of 2012. The increase in gross profit was primarily due to the increase in transactions processed in Germany (mainly from increased demand for non-mobile products), the U.S. and at our cadooz subsidiary, along with the impact of our acquisition of ezi-pay. These increases were partly offset by thea decrease in transactions processed in Australia and at our ATX subsidiary,Brazil and the increasea decrease in commission costs in Brazil, as a result of a larger percentage of transactions being conducted through large retailers. Gross profit per transaction increased slightly to $0.15 for the third quarter of 2013 from $0.14 for the third quarter of 2012, primarily due tophysical gift fulfillments, partly offset by the growth in revenues at our cadooz subsidiary. transactions processed in Germany and U.K.
Gross profit
Gross profit per transaction was unchanged at $0.15$41.8 million for the first quarter of 2014 compared to $42.9 million for the same period of 2013. Gross margin decreased slightly to 22.5% for the first nine monthsquarter of 2013 and 2012.2014 from 22.6% for the same period of 2013. The decrease in gross profit was the result of the decrease in revenues discussed above.
Salaries and benefits
The increasedecrease in salaries and benefits for the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod of 20122013 was primarily due to an increaselower headcount in staff in Germany, the U.S.certain markets and at our cadooz subsidiary to support the increases in transactions processed discussed above and the impact of our acquisition of ezi-pay. These increases were partly offset by a decrease in salaries and benefits in Brazil in response tobonus expense as a result of the decrease in revenues.revenues discussed above. As a result, these expenses, as a percentage of revenues, salaries and benefits was unchanged at 7.4% for both the third quarter of 2013 and 2012 and increaseddecreased slightly to 7.6%7.3% for the first nine monthsquarter of 20132014 from 7.5%7.4% for the same period of 2012.2013.
Selling, general and administrative
The decrease in selling, general and administrative expenses for the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod of 20122013 was primarily due to a decrease in professional fees, partly offset by the impactbad debt expense and risk management costs. As a result, these expenses, as a percentage of our acquisition of ezi-pay. Additionally, the decreaserevenues, decreased slightly to 4.9% for the first nine months quarter of 2013 compared to2014 from 5.1% for the same period of 2012 was due to a decrease in bad debt expense during the first half of 2013. As a percentage of revenues, selling, general and administrative expenses decreased to 5.9% for the third quarter and 5.6% for the first nine months of 2013 from 6.9% for the third quarter and 6.3% for the first nine months of 2012, primarily due to the decrease in professional fees and the increase in revenues in the U.S., in Germany, and at our cadooz subsidiary, which did not require similar increases in support costs.
Depreciation and amortization
Depreciation and amortization expense primarily represents amortization of acquired intangible assets and the depreciation of POS terminals we install in retail stores.stores and the amortization of acquired intangible assets. Depreciation and amortization expense decreased for the thirdfirst quarter and first nine months of 20132014 compared to the same periods of 2012. As a percentage of revenues, these expenses decreased to 2.2% for the third quarter and 2.3% for the first nine monthsperiod of 2013 from 2.9% for both the third quarter and first nine months of 2012. These decreases were the result of, primarily due to certain acquired intangible assets becoming fully amortized during 2012 andthe first quarter of 2013, partly offset by2013. As a result, these expenses, as a percentage of revenues, decreased slightly to 2.2% for the impactfirst quarter of our acquisition2014 from 2.4% for the same period of ezi-pay.2013.
Operating income
Operating income increased slightly to $14.9 million for the thirdfirst quarter and first nine months of 2013 compared to2014 from $14.7 million for the same periodsperiod of 2012,2013, primarily due to the growthdecreases in transactions processed in Germanysalaries and the U.S., along with the operating income from the acquisition ezi-paybenefits, bad debt expense, risk management costs and the decrease in amortization expense and professional fees. The increaseexceeding the decline in gross profit discussed above. As a result, operating margin increased slightly to 8.0% for the first nine monthsquarter of 2013 compared to2014 from 7.7% for the same period of 2012 was also due to an increase in transactions processed at our cadooz subsidiary and the decrease in bad debt expense. These increases were partly offset by declines in revenues and transactions processed in Australia and increased commission costs in Brazil. Operating margin was 6.6% for the third quarter and 7.2% for the first nine months of 2013 compared to 5.9% for the third quarter and 6.5% for the first nine months of 2012. This increase was primarily due to the increase in revenues discussed above, along with the decrease in amortization expense, partly offset by increased commission costs in Brazil.2013. Operating income per transaction increased towas unchanged at $0.05 for both the thirdfirst quarter of 2014 and first nine months of 2013 from $0.04 for the same periods of 2012.2013.
 

2523


MONEY TRANSFER SEGMENT
The following tables presenttable presents the results of operations for the three- and nine-month periodsthree months ended September 30, 2013March 31, 2014 and 20122013 for the Money Transfer Segment:
 Three Months Ended
September 30,
 Year-over-Year Change Nine Months Ended
September 30,
 Year-over-Year Change Three Months Ended
March 31,
 Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
 2013 2012 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
 2014 2013 Increase
(Decrease)Amount
 Increase
(Decrease)Percent
Total revenues $95,276
 $80,042
 $15,234
 19 % $271,536
 $228,960
 $42,576
 19 % $94,000
 $82,903
 $11,097
 13 %
Operating expenses:                        
Direct operating costs 45,588
 38,394
 7,194
 19 % 130,221
 108,037
 22,184
 21 % 45,972
 39,672
 6,300
 16 %
Salaries and benefits 23,120
 19,450
 3,670
 19 % 64,601
 56,067
 8,534
 15 % 23,310
 20,084
 3,226
 16 %
Selling, general and administrative 14,521
 11,250
 3,271
 29 % 40,621
 33,578
 7,043
 21 % 16,145
 12,347
 3,798
 31 %
Depreciation and amortization 4,530
 4,734
 (204) (4)% 13,751
 14,092
 (341) (2)% 4,633
 4,758
 (125) (3)%
Total operating expenses 87,759
 73,828
 13,931
 19 % 249,194
 211,774
 37,420
 18 % 90,060
 76,861
 13,199
 17 %
Operating income $7,517
 $6,214
 $1,303
 21 % $22,342
 $17,186
 $5,156
 30 % $3,940
 $6,042
 $(2,102) (35)%
Transactions processed (millions) 8.9
 8.0
 0.9
 11 % 25.9
 22.2
 3.7
 17 % 8.8
 8.1
 0.7
 9 %
Revenues
The increase in revenues for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was primarily due to an increase in the number of transactions processed and growth in revenues from other products such as mobile top-up, check cashing, bill payment and money order transactions. The increase in transactions processed was driven by a 17% and 19% increase in money transfers, including a 17% and 22% increase in transfers from the U.S. and a 18% and 14% increase in transfers from non-U.S. markets for the third quarter and first nine months of 2013 compared to the same periods of 2012, respectively. The12% increase in the number of money transfers processed, from both the U.S. and non-U.S. markets was due to the expansion ofmostly driven by a 10% growth in our agent and correspondent payout networks.networks in both the U.S. and non U.S. markets. Also contributing to the increase in revenues was an 18% increase in check cashing and bill payment transactions processed. Offsetting the growth in transactions processed was the discontinuation of a high volume, low revenue per transaction product in Spain.
Revenues per transaction increased to $10.71$10.68 for the thirdfirst quarter and $10.48of 2014 from $10.22 for the first nine monthssame period of 2013 from $10.01 for the third quarter and $10.31 for the first nine months of 2012. The increase is, primarily due to the growth rate of money transfer transactions exceeding the growth rate of non-money transfer services, which earn higher revenues per transaction than non-money transfer services and the impact of the euro strengthening against the U.S. dollar.
Direct operating costs
Direct operating costs in the Money Transfer Segment primarily represent commissions paid to agents who originate money transfers on our behalf and correspondent agents who disburse funds to the customers’ destination beneficiaries, together with less significant costs, such as bank depository fees. The increase in direct operating costs in the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was primarily due to the growth in the number of money transfer transactions processed.
Gross profit
Gross profit, which represents revenues less direct costs, was $49.7$48.0 million for the thirdfirst quarter and $141.3of 2014 compared to $43.1 million for the first nine months quarter of 2013 compared to $41.6 million for the third quarter and $120.9 million for the first nine months of 2012. The increase in gross profit was primarily due to the growth in money transfer transactions and other services such as mobile top-up, check cashing, bill payment and money order transactions. Gross margin increased slightlydecreased to 52.2%51.1% for the thirdfirst quarter of 20132014 from 52.0% in52.1% for the same period of 2012 and decreased to 52.0% for the first nine months of 2013, from 52.8% in the same period of 2012. The decrease for the first nine months of 2013 compared to the same period of 2012 was primarily due to an increase in the percentage of transactions processed to U.S. locations during the first half of 2013, which earn lower revenues and gross profit per transaction than non-U.S. locations.agent commission rates in certain corridors.

26


Salaries and benefits
The increase in salaries and benefits for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was primarily due to an increase in headcount to support the expansion of our operations both in the U.SU.S. and internationally and support costs incurred to launchthe development of our on-lineonline money transfer service. As a percentage of revenues, salaries and benefits was unchanged at 24.3%increased to 24.8% for both the thirdfirst quarter of 2013 and 2012. As a percentage of revenues, salaries and benefits decreased to 23.8%2014 from 24.3% for the first nine monthsquarter of 2013 from 24.5% for the first nine months of 2012.2013. This decreaseincrease was primarily due to costs incurred to support the growth in revenues fromdevelopment of our online money transfers processed exceeding the incremental support costs during the first half of 2013.transfer service.
Selling, general, and administrative
Selling,The increase in selling, general and administrative expenses increased for the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod of 20122013, was primarily due to increasedthe write-down of certain customer acquisition costs, an increase in professional fees, including acquisition-related costs, an increase in bad debt expense and additional expenditures we incurred to support the expansion of our operations and products, both in the U.S. and internationally and an increase in professional fees.internationally. As a result, these expenses as a percentage of revenues, selling, general and administrative expenses increased to 15.2%17.2% for the thirdfirst quarter and 15.0%of 2014 from 14.9% for the first nine monthsquarter of 2013 from 14.1% for the third quarter and 14.7% for the first nine months.

24

Table of 2012. This increase was primarily due to the growth rate of support costs exceeding the growth rate of money transfer revenues and the impact of increased professional fees and legal expenses.Contents

Depreciation and amortization
Depreciation and amortization primarily represents amortization of acquired intangible assets and depreciation of money transfer terminals, computers and software, leasehold improvements and office equipment. For the thirdfirst quarter and first nine months of 20132014, depreciation and amortization decreased slightly compared to the same periodsperiod of 20122013., primarily due to certain acquired intangible assets becoming fully amortized during the first quarter of 2013. As a percentage of revenues, depreciation and amortization decreased to 4.8%4.9% for the thirdfirst quarter and 5.1%of 2014 from 5.7% for the first nine monthssame period of 2013 from 5.9% for the third quarter and 6.2% for the first nine months of 2012. These decreases were primarily due to certain acquired intangibles that became fully amortized in the first quarter of 2013.
Operating income
Operating income increased by 21.0% for the third quarter and 30.0% for the first nine months of 2013 compared to the same periods of 2012, primarily due to the growthincrease in transactions processed andrevenues discussed above, along with the decrease in amortization expense. These increases were partly offset by the increase
Operating income
The decrease in professional fees. As a result, operating margin increased to 7.9% for the third quarter and 8.2%income for the first nine monthsquarter of 2014 compared to the same period of 2013 from 7.8% for the third quarter and 7.5% for the first nine months of 2012. Operating income per transaction increased to $0.84 for the third quarter and $0.86 first nine months of 2013 from $0.78 for the third quarter and $0.77 for the first nine months of 2012,was primarily due to the write-down of certain customer acquisition costs, an increase in professional fees, an increase in bad debt expense and an increase in salaries and benefits related to our online money transfer service, partly offset by revenues earned from the growth in the number of money transfers processed discussed above,transfer transactions processed. As a result, operating margin decreased to 4.2% for thefirst quarter of 2014 from 7.2% for the same period of 2013 and operating income per transaction decreased to $0.45 for the first quarter of 2014 from $0.73 for the same period of 2013. The decrease in amortization expense and the impact ofoperating income per transaction was partly offset by the euro strengthening against the U.S. dollar.


27

Table of Contents

CORPORATE SERVICES
The following table presents the operating expenses for the three- and nine-month periods months ended September 30, 2013March 31, 2014 and 20122013 for Corporate Services:

  Three Months Ended
March 31,
 Year-over-Year Change
(dollar amounts in thousands) 2014 2013 Increase (Decrease) Amount Increase (Decrease) Percent
Salaries and benefits $5,575
 $4,903
 $672
 14 %
Selling, general and administrative 1,578
 3,155
 (1,577) (50)%
Depreciation and amortization 75
 92
 (17) n/m
Total operating expenses $7,228
 $8,150
 $(922) (11)%
________________

  Three Months Ended
September 30,
 Year-over-Year Change Nine Months Ended
September 30,
 Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase Amount Increase Percent 2013 2012 Increase Amount Increase Percent
Salaries and benefits $6,010
 $4,682
 $1,328
 28% $17,312
 $15,693
 $1,619
 10%
Selling, general and administrative 2,819
 1,882
 937
 50% 7,925
 5,509
 2,416
 44%
Depreciation and amortization 91
 69
 22
 32% 276
 271
 5
 2%
Total operating expenses $8,920
 $6,633
 $2,287
 34% $25,513
 $21,473
 $4,040
 19%
n/m — Not meaningful
Corporate operating expenses
Overall, operating expenses for Corporate Services increaseddecreased for the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod of 20122013, primarily due to an increasea decrease in salaries and benefits and selling, general and administrative expenses. The increase in salaries and benefits was primarily due toprofessional fees, partly offset by an increase in share-based compensation expense. The increase in share-based compensation expense and bonus expense, relatedwas due to improved results. The increases in selling, general and administrative expenses was primarily due to an increase in professional fees and legal contingency accruals. For the third quarter and first nine months of 2013 comparedresults relative to the same periodsrespective incentive compensation performance target.

25

Table of 2012, depreciation and amortization expense increased slightly.Contents

OTHER INCOME (EXPENSE), NET
 Three Months Ended
September 30,
 Year-over-Year Change Nine Months Ended
September 30,
 Year-over-Year Change Three Months Ended
March 31,
 Year-over-Year Change
(dollar amounts in thousands) 2013 2012 Increase (Decrease) Amount  Decrease Percent 2013 2012 Increase (Decrease) Amount  Decrease Percent 2014 2013 Increase (Decrease) Amount  Decrease Percent
Interest income $527
 $877
 $(350) (40)% $1,438
 $3,493
 $(2,055) (59)% 532
 494
 38
 n/m
Interest expense (2,938) (5,483) 2,545
 (46)% (8,372) (16,542) 8,170
 (49)% (1,988) (2,859) 871
 (30)%
Other gains (losses), net 2,809
 (25) 2,834
 n/m
 2,397
 4,146
 (1,749) n/m
Foreign currency exchange gain (loss), net 2,899
 1,419
 1,480
 n/m
 2,658
 (1,237) 3,895
 n/m
Foreign currency exchange loss, net (1,269) (1,701) 432
 (25)%
Income from unconsolidated affiliates 
 185
 (185) n/m
 260
 795
 (535) (67)% 
 124
 (124) n/m
Other income (expense), net $3,297
 $(3,027) $6,324
 n/m
 $(1,619) $(9,345) $7,726
 n/m
Other expense, net $(2,725) $(3,942) $1,217
 n/m
________________
n/m — Not meaningful.
Interest income
The decrease in interest income for the third quarter and first nine months of 2013 compared to the same periods of 2012 was primarily due to less interest earned in Australia and Brazil, as a result of holding less cash in interest earning bank accounts due to increased working capital requirements.meaningful
Interest expense
The decrease in interest expense for the thirdfirst quarter and first nine monthsof 20132014 compared to the same periodsperiod of 20122013 was primarily related to the Company's repurchaseresult of $167.9 million of our convertible debentures in October 2012. This decrease was partly offset by an increase in amountslower borrowings outstanding under theour revolving credit facility during the period.first nine months of 2013, primarily due to borrowings to fund a portion of the convertible debenture repurchase during the fourth quarter of 2012.

28

Table of Contents

Other gains (losses), net
In July 2013, the Company completed the sale of its 40% equity method investment in epay Malaysia, which resulted in the recognition of a $2.8 million gain. In the first half of 2013, the Company recorded a $0.4 million impairment charge to an investment in an unconsolidated subsidiary.
In January 2012, our acquisition of the remaining 51% interest of Euronet Middle East W.L.L. resulted in Euronet obtaining control of the entity, which was considered a business combination. Accordingly, we valued the assets and liabilities at fair value, which resulted in a $4.4 million gain on the 49% interest previously owned.
Foreign currency exchange gain (loss),loss, net
Assets and liabilities denominated in currencies other than the local currency of each of our subsidiaries give rise to foreign currency exchange gains and losses. Exchange gains and losses that result from re-measurement of these assets and liabilities are recorded in determining net income. The majority of our foreign currency gains or losses are due to the re-measurement of intercompany loans, which are not considered a long-term investment in nature, that are in a currency other than the functional currency of one of the parties to the loan. For example, we make intercompany loans based in euros from our corporate division, which is comprised of U.S. dollar functional currency entities, to certain European entities that use the euro as the functional currency. As the U.S. dollar strengthens against the euro, foreign currency losses are recognized by our corporate entities because the number of euros to be received in settlement of the loans decreases in U.S. dollar terms. Conversely, in this example, in periods where the U.S. dollar weakens, our corporate entities will record foreign currency gains.
We recorded a net foreign currency exchange gainlosses of $2.91.3 million inand $1.7 million for the thirdfirst quarter of 2014 and 2013, compared to arespectively. These realized and unrealized net foreign currency exchange gain of $1.4 million in the third quarter of 2012. We recorded a net foreign currency exchange gain of $2.7 million in the first nine months of 2013 compared to a net foreign currency exchange loss of $1.2 million in the first nine months of 2012. These realized and unrealized foreign currency exchange gains and losses primarily reflect the respective weakening andnet strengthening of the U.S. dollar against the currencies of the countries in which we operate during the respective periods.
Income from unconsolidated affiliates
Income from unconsolidated affiliates decreased in the third quarter of 2013 compared to the same period of 2012, primarily due to the sale of the Company's 40% equity method investment in epay Malaysia in July 2013. Income from unconsolidated affiliates decreased in the first nine months of 2013 compared to the same period of 2012, primarily due to decreased profitability at epay Malaysia during the first half of 2013 and the subsequent sale discussed above.


29

Table of Contents

INCOME TAX EXPENSE
Our effective tax rates as reported and as adjusted are calculated below:
  Three Months Ended
September 30,
 Nine Months Ended
September 30,
(dollar amounts in thousands) 2013 2012 2013 2012
Income before income taxes $58,642
 $21,168
 $100,684
 $50,546
Income tax expense (10,668) (6,827) (22,485) (17,381)
Net income $47,974
 $14,341
 $78,199
 $33,165
         
Effective income tax rate 18.2% 32.3% 22.3% 34.4%
         
Income before income taxes $58,642
 $21,168
 $100,684
 $50,546
Adjust: Acquisition-related contingent consideration gain 19,319
 
 19,319
 
Adjust: Foreign currency exchange gain (loss), net 2,899
 1,419
 2,658
 (1,237)
Adjust: Other gains (losses), net 2,809
 (25) 2,397
 4,146
Income before income taxes, as adjusted $33,615
 $19,774
 $76,310
 $47,637
         
Income tax expense $(10,668) $(6,827) $(22,485) $(17,381)
Adjust: Income tax benefit attributable to foreign currency exchange (loss) gain, net 104
 (28) (130) 36
Income tax expense, as adjusted $(10,772) $(6,799) $(22,355) $(17,417)
         
Effective income tax rate, as adjusted 32.0% 34.4% 29.3% 36.6%
The Company's effective income tax rates were 18.2%26.4% and 32.3%20.7% for the three-month periods ended September 30,first quarters of 2014 and 2013, and 2012, respectively, and 22.3% and 34.4% for the nine-month periods ended September 30, 2013 and 2012, respectively. The effective tax rates were significantly influenced by the Pure Commerce acquisition-related contingent consideration gain, foreign currency exchange gains and losses and other non-operating gains, net in the respective periods. Excluding these items from pre-tax income, as well as the related tax effects for these items, the Company's effective tax rates were 32.0% and 34.4% for the three-month periods ended September 30, 2013 and 2012, respectively, and 29.3% and 36.6% for the nine-month periods ended September 30, 2013 and 2012, respectively.
Our effective tax rate as adjusted, for the thirdfirst quarter of 2014 and 2013 was lower than the applicable statutory tax rate of 35% primarily because of the Company's U.S. income tax positions. Our effective tax rate, as adjusted, for the nine-month period ended September 30, 2013 was lower than the applicable statutory tax rate of 35% primarily because of the Company's U.S. income tax positions and a change in the reserve for uncertain tax benefits. The Company does not have a history of significant taxable income in the U.S., therefore, the Company has recorded a valuation allowance against theits U.S. federal tax net operating loss carryforwards. Accordingly, in instances when the Company's U.S. legal entities generate pre-tax book income, no income tax expense is recognized to the extent there are net operating loss carryforwards to offset pre-tax book income.
The decreaseincrease in the effective tax rate as adjusted, for the thirdfirst quarter of 20132014 compared to the same period of 20122013 was primarily because of the Company’s U.S. income tax positions. The decrease in the effective tax rate, as adjusted, for the nine-month period ended September 30, 2013 compareddue to the same period of 2012 was primarily because of the Company's U.S. income tax positions and a change in the reserve for uncertain tax benefits. During the first quarter of 2013, the Company recorded a $2.2 million decrease in the reserve for uncertain tax benefits related to the closure of an income tax audit in Germany, resulting in a decrease in income tax expense forrecorded in the nine-month period ended September 30,first quarter of 2013. This decrease was partly offset by $0.9 million of changes in valuation allowances in the first quarter of 2014.
Income before income taxes, as adjusted, income tax expense, as adjusted and effective income tax rate, as adjusted are non-GAAP financial measures that management believes are useful for understanding why our effective tax rates are significantly different than would be expected.


3026

Table of Contents

NET INCOME OR LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Noncontrolling interests represents the elimination of net income or loss attributable to the minority shareholders’ portion of the following consolidated subsidiaries that are not wholly owned:
Subsidiary 
Percent
Owned
 Segment - Country
Movilcarga80%epay - Spain
Euronet China 75%75% EFT - China
Euronet Pakistan 70%70% EFT - Pakistan
Universal Solutions Partners51%EFT - UAE
Euronet Services 95%95% epay - Russia
Movilcarga80%epay - Spain
Universal Solutions Partners51%EFT - UAE

NET INCOME ATTRIBUTABLE TO EURONET WORLDWIDE, INC.
Net income attributable to Euronet Worldwide, Inc. was $47.916.0 million for the thirdfirst quarter and $78.0 million for the first nine months of 20132014 compared to $14.612.0 million for the third quarter and $33.5 million for the first nine monthssame period of 20122013. As more fully discussed above, the increase in net income of $44.4$4.0 million for the first nine months of 2013 as compared to the same period in 2012 was primarily due to the recognition of a $19.3 million gain related to the change in fair value of a contingent consideration liability. The remaining $25.1 million increase was primarily the result of an increase in operating income (excluding the $19.3of $5.2 million, contingent consideration gain) of $23.1 million, an increase in foreign currency exchange gain of $3.9 million and a decrease in interest expense of $8.2 million. Theses increases were partly offset by$0.9 million, a decrease in foreign currency exchange loss of $0.4 million and an increase in other non-operating income of $1.8 million,$0.2 million. These increases to net income were partly offset by an increase in income tax expense of $5.1$2.6 million and a decrease in interest income from unconsolidated affiliates of $2.1$0.1 million. Other non-operating items decreased net income by $1.1 million.

LIQUIDITY AND CAPITAL RESOURCES
Working capital
As of September 30, 2013March 31, 2014 and December 31, 20122013, we had working capital, which is calculated as the difference between total current assets and total current liabilities, of $119.1173.3 million and $116.5108.4 million, respectively. Our ratio of current assets to current liabilities at September 30, 2013March 31, 2014 and December 31, 20122013 werewas 1.191.28 and 1.171.15, respectively.
We require substantial working capital to finance operations. The Money Transfer Segment funds the correspondent distribution network before receiving the benefit of amounts collected from customers by agents. Working capital needs increase due to weekends and international banking holidays. As a result, we may report more or less working capital for the Money Transfer Segment based solely upon the day on which the reporting period ends. As of September 30, 2013March 31, 2014, working capital in the Money Transfer Segment was $78.190.0 million. We expect that working capital needs will increase as we continue to expand this business. The epay Segment produces positive working capital, but much of it is restricted in connection with the administration of its customer collection and vendor remittance activities. The EFT Processing Segment does not require substantial working capital.
We had cash and cash equivalents of $244.5292.3 million at September 30, 2013March 31, 2014, of which $176.4219.3 million was held outside of the United States and is expected to be indefinitely reinvested for continued use in foreign operations. Repatriation of these assets to the U.S. could have negative tax consequences.

The following table identifies cash and cash equivalents provided by/(used in) our operating, investing and financing activities for the three months ended March 31, 2014 and 2013 (in thousands):
  Three Months Ended
March 31,
Liquidity 2014 2013
Cash and cash equivalents provided by (used in):    
Operating activities $53,059
 $15,742
Investing activities (12,245) (37,582)
Financing activities 39,804
 (16,719)
Effect of exchange rate changes on cash and cash equivalents 1,856
 (1,447)
Increase (decrease) in cash and cash equivalents $82,474
 $(40,006)



27

Table of Contents

Operating activity cash flow
Cash flows provided by operating activities were $150.653.1 million for the first nine monthsquarter of 20132014 compared to $143.415.7 million for the first nine monthsquarter of 2012.2013. The increase is primarily due to improved operating results and fluctuations in working capital mainly associated with the timing of the settlement processes with mobile operators in the epay Segment and with correspondents in the Money Transfer Segment.

31

Table of Contents

Investing activity cash flow
Cash flows used in investing activities were $55.012.2 million for the first nine monthsquarter of 20132014 compared to $38.337.6 million for the first nine monthsquarter of 2012.2013. During the first nine monthsquarter of 2013,2014, we used $30.8$11.0 million for acquisitions compared to $2.7 million for the first nine months of 2012. Purchasespurchases of property and equipment used $27.6compared to $6.1 million and $33.2 million of cash for the first nine monthsquarter of 2013 and 2012, respectively.2013. Cash used for software development and other investing activities totaled $4.1$1.2 million for the first nine monthsquarter of 20132014 compared to $2.4$0.7 million for the first nine monthsquarter of 2012.2013. Additionally, we had $7.6used $30.8 million of net proceeds from the sale of an equity investment for acquisitions during the first nine monthsquarter of 2013.
Financing activity cash flow
Cash flows used inprovided by financing activities were $52.539.8 million for the first nine monthsquarter of 20132014 compared to cash flows used in financing activities of $85.616.7 million for the first nine monthsquarter of 2012.2013. Our financing activities for the first nine monthsquarter of 20132014 consisted of net borrowings of $39.0 million compared to net repayments of debt obligations of $50.0 million compared to $81.5$10.2 million for the first nine monthsquarter of 2012.2013. To support the short-term cash needs of our Money Transfer Segment, we generally borrow amounts under our revolving credit facility several times each month to fund the correspondent network in advance of collecting remittance amounts from the agencyagent network. These borrowings are repaid over a very short period of time, generally within a few days. As a result, during the first nine monthsquarter of 20132014 we had a total of $1,508.5$413.9 million in borrowings and $1,550.3$371.6 million in repayments under the revolving credit facility. Additionally, we paid $0.6 million and $0.7 million during the first quarter of 2014 and 2013, respectively, for capital lease obligations. During the first quarter of 2014, we used $1.3 million for the repayment of other short-term debt obligations. We used $7.9 million and $3.3 million during the first nine monthsquarter of 2013 and 2012, respectively, for the acquisition of subsidiary shares from a holder of noncontrolling interests. Additionally, for the first nine months of 2013 and 2012, we paid $2.0 million for capital lease obligations. Further, we received proceeds of $7.5$1.5 million and $2.1$2.2 million during the first nine monthsquarter of 20132014 and 2012,2013, respectively, for the issuance of common stock options in connection with our Stock Incentive Plan.
Other sources of capital
Credit Facility
As of September 30, 2013,March 31, 2014, we havehad a $480 million Credit Facilitysenior secured credit facility (the "Credit Facility") consisting of a $390 million revolving credit facility, a $10 million India revolving credit facility and an $80 million term loan.loan (which had been reduced to $66 million through principal amortization payments) (Term Loan A"). The revolving credit facility allows for borrowings in U.S. dollars, euro, British pound sterling, Australian dollars and/or Indian rupees. See "Credit Facility Amendment" below.
TheAs of March 31, 2014, the $390 million revolving credit facility containscontained a $200 million sublimit for the issuance of letters of credit and a $25 million sublimit for swingline loans. We use the revolving credit facility primarily to fund working capital requirements which are expected to increase as we expand the Money Transfer business. Based on our current projected working capital requirements, we anticipate that our revolving credit facility will be sufficient to fund our working capital needs. Subject to certain conditions, we have the option to increase the Credit Facility by up to an additional $80 million by requesting additional commitments from existing or new lenders.
FeesAs of March 31, 2014, fees and interest on borrowings varyvaried based upon the Company's consolidated total leverage ratio (as defined in the Company's Amended and Restated Credit Agreement governing the Credit Facility)Agreement) (the "Credit Agreement") and will beare based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over London Inter-Bank Offered Rate ("LIBOR") or a margin over the base rate, as selected by us, with the applicable margin ranging from 1.5% to 2.5% (orfor LIBOR loans and 0.5% to 1.5% for base rate loans). The base rate is the highest of (i) the Bank of America prime rate, (ii) the Federal Funds rate plus 0.50% or (iii) the Fixed LIBOR rate plus 1.00%. The term loan is subject to scheduled quarterly amortization payments, as set forth in the Amended and Restated Credit Agreement. The maturity date for the Credit Facility is August 18, 2016, at which time the outstanding principal balance and all accrued interest will be due and payable in full. Financing costs of $5.5 million are being amortized over the terms of the respective loans.
As of September 30, 2013March 31, 2014, we had borrowings of $70.066.0 million outstanding under the term loan.Term Loan A. We had $173.3171.4 million of borrowings and $35.247.9 million of stand-by letters of credit outstanding under the revolving credit facility as of September 30, 2013March 31, 2014. The remaining $191.5$180.7 million under the revolving credit facility was available for borrowing. As of September 30, 2013March 31, 2014, our weighted average interest rates under the revolving credit facility and term loanTerm Loan A were 2.0%1.77% and 1.9%1.65%, respectively, excluding amortization of deferred financing costs.
Short-term debt obligations - Short-term debt obligations at September 30, 2013March 31, 2014 were primarily comprised of $8.0$9.0 million of payments due in the next twelve months under the term loan.Term Loan A. Certain of our subsidiaries also have available credit lines and overdraft facilities to supplement short-term working capital requirements, when necessary, and there was $1.0 million outstanding under these facilities as of September 30, 2013March 31, 2014.

3228

Table of Contents

Credit facility amendment - On April 9, 2014, the Company amended the Credit Agreement to, among other things, (i) increase Term Loan A from $66 million to $75 million, (ii) increase the aggregate credit commitments under the Company’s revolving credit facility from $400 million to $600 million, (iii) reduce the margin over the LIBOR Rate and base rate by 12.5 basis points and (iv) extend the expiration date of the Credit Agreement from August 18, 2016 to April 9, 2019.
Other uses of capital
Debt and equity repurchases — In September 2013, our Board of Directors authorized a program for the repurchase of Euronet Common Stock. The program authorizes repurchases of up to $100 million in value or 5 million shares and will expire on September 19, 2015. Because of constraints established in our Credit Agreement, repurchases may only begin after December 31, 2013. We expect to repurchase Common Stock when prices provide attractive returns on capital. There were no repurchases of Common Stock under a prior authorization during the first nine months of 2013. In September 2013, the Company repurchased at par the remaining $3.6 million of principal amount of the convertible debentures outstanding.
Payment obligations related to acquisitions — A portion of the net assets acquired in the acquisition of Pure Commerce includes a liability for additional purchase price consideration up to 30 million Australian dollars, payable in cash and Euronet Common Stock, based upon achieving certain performance conditions for the twelve month period ending in December 2013. As of September 30, 2013, we estimated that no additional purchase price consideration will be owed to the sellers under this agreement.
Capital expenditures and needs - Total capital expenditures for the first nine monthsquarter of 20132014 were $28.5$11.0 million. These capital expenditures were usedmade primarily for the purchase of ATMs in Poland and India, as well as for office, data center and company store computer equipment and software, and POS terminals for the epay Segment. Total capital expenditures for 20132014 are currently estimated to be approximately $35$45.0 million to $40$50.0 million.
In the epay Segment, approximately 90,00085,000 of the approximately 636,000647,000 POS devices that we operate are Company-owned, with the remaining terminals being operated as integrated cash register devices of our major retail customers or owned by the retailers. As our epay Segment expands, we willexpect to continue to add terminals in certain independent retail locations at a price of approximately $300 per terminal. We expect the proportion of owned terminals to total terminals operated to remain relatively constant.
At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our revolving credit facility and other existing and potential future financings,financing sources, will be sufficient to meet our debt, leasing contingent consideration and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to issue additional debt and/or equity under terms acceptable to us. However, we can offer no assurances that we will be able to obtain favorable terms for the refinancing of any of our debt or other obligations or for the issuance of additional equity.
Share repurchase plan
In September 2013, the Board of Directors authorized a stock repurchase program ("2013 Program") allowing Euronet to repurchase up to $100 million in value or 5 million shares of its common stock through September 19, 2015. Repurchases under the 2013 Program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan. There were no repurchases of common stock under the 2013 Program during the first quarter of 2014.
Acquisitions
On March 7, 2014, the Company entered into a Share Purchase Agreement (the "Purchase Agreement") with the selling shareholders of all of the capital stock of EIM (FX) Limited and TBK (FM) Limited, each United Kingdom limited companies, which primarily operate under the trading names HiFX or HiFM. Under the terms of the Purchase Agreement, the selling shareholders will receive at closing an aggregate amount of purchase consideration of £145 million in cash and Euronet Common Stock. The number of shares of Euronet common stock to be issued will be based on the average closing price of Euronet common stock over the twenty trading-day period before closing and the average U.S. dollar to pounds sterling exchange rate over the five trading-day period before closing. Based on the March 31, 2014 exchange rate, the purchase consideration would be comprised of $184.5 million in cash and $56.5 million of Euronet common stock. HiFX offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses, complementing Euronet’s existing consumer-to-consumer money transfer business. HiFX has an innovative multi-channel platform which allows customers to make transfers, track payments and manage their international payment activity online or through a customer service representative.
The acquisition is subject to customary closing conditions, including certain regulatory approvals, and is currently expected to close during the second quarter of 2014.
Other trends and uncertainties
Although Euronet has no direct investments in European sovereign debt, we are indirectly exposed to its risks. Many of the customers of our EFT Processing Segment are banks who may hold investments in European sovereign debt. To the extent those customers are negatively impacted by those investments, they may be less able to pay amounts owed to us or renew service agreements with us. Further, to the extent that sovereign debt concerns depress economic activity, such concerns may negatively impact the number of transactions processed on our epay and money transfer networks, resulting in lower revenue.
Our Australia, Middle East and U.K. epay businesses have experienced revenue declines as a result of competitive pressures and changes in the distribution strategies of certain mobile operators. Continued competitive pressures in these markets may negatively impact the epay Segment's profitability in the near term and it is possible that the goodwill or acquired intangible assets of these reporting units could become impaired. As of September 30, 2013, the carrying value of goodwill and acquired intangible assets for our Australia, Middle East and U.K. epay reporting units were $12.7 million, $12.3 million and $12.8 million, respectively.revenues.
Inflation and functional currencies
Generally, the countries in which we operate have experienced low and stable inflation in recent years. Therefore, the local currency in each of these markets is the functional currency. Currently, we do not believe that inflation will have a significant effect on our results of operations or financial position. We continually review inflation and the functional currency in each of the countries where we operate.


3329

Table of Contents

OFF BALANCE SHEET ARRANGEMENTS
On occasion, we grant guarantees of the obligations of our subsidiaries and we sometimes enter into agreements with unaffiliated third partiescommercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement. Our liability under such indemnification provisions may be subject to time and materiality limitations, monetary caps and other conditions and defenses. As of September 30, 2013March 31, 2014, there were no material changes from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 20122013. To date, we are not aware of any significant claims made by the indemnified parties or parties to whom we have provided guarantees on behalf of our subsidiaries and, accordingly, no liabilities have been recorded as of September 30, 2013March 31, 2014. See also Note 10,12, Commitments, to the unaudited consolidated financial statements included elsewhere in this report.
CONTRACTUAL OBLIGATIONS
As of September 30, 2013,March 31, 2014, there have beenwere no material changes outside the ordinary course of the Company's business from the disclosures relating to contractual obligations contained in our Annual Report on Form 10-K for the year ended December 31, 2012.2013.

On April 9, 2014, we amended our Credit Agreement. See the discussion under "Liquidity and Capital Resources - Other Sources of Capital - Credit Facility" above for additional information.

34

Table of Contents

FORWARD-LOOKING STATEMENTS
This document contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). All statements other than statements of historical facts included in this document are forward-looking statements, including, but not limited to, statements regarding the following:
our business plans and financing plans and requirements;
trends affecting our business plans and financing plans and requirements;
trends affecting our business;
the adequacy of capital to meet our capital requirements and expansion plans;
the assumptions underlying our business plans;
our ability to repay indebtedness;
our estimated capital expenditures;
the potential outcome of loss contingencies;
business strategy;
government regulatory action;
technological advances; and
projected costs and revenues.
Statements contained in this filing that relate to the future resolution of matters, including those relating to the security breach, are forward-looking statements. Euronet's actual results may vary materially from those anticipated in such forward-looking statements as a result of a number of factors, including the following: the amount of actual losses or liabilities that will be asserted by card associations are currently unknown and may be larger than would be anticipated; other costs, penalties and fines incurred by the Company may be greater than would be anticipated; the Company's insurance coverage may be insufficient to cover all costs, losses and liabilities; and the Company may suffer harm to its reputation and existing and prospective customer relationships as a result of the security breach.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are typically identified by the words believe, expect, anticipate, intend, estimate and similar expressions.
Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may materially differ from those in the forward-looking statements as a result of various factors, including, but not limited to, conditions in world financial markets and general economic conditions, including economic conditions in specific countries and regions; technological developments affecting the market for our products and services; our ability to successfully introduce new products; foreign currency exchange rate fluctuations; the effects of any potential future security breaches; our ability to renew existing contracts at profitable rates; changes in fees payable for transactions performed for cards bearing international logos or over switching networks such as card transactions on ATMs; changes in laws and regulations affecting our business, including immigration laws; changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting the Company; and those referred to above and as set forth and more fully described in Part I, Item 1A — Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012. All forward-looking statements made in this Form 10-Q speak only as of the date of this report. We do not intend, and do not undertake, any obligation to update any forward looking statements to reflect future events or circumstances after the date of such statements.

35

Table of Contents


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
As of September 30, 2013March 31, 2014, our total debt outstanding was $250.1243.2 million. Of this amount, $244.3$238.4 million, or 98% of our total debt obligations, relates to debt that accrues interest at variable rates. If we were to maintain these borrowings for one year and maximize the potential borrowings available under the revolving credit facility for one year, a 1% (100 basis points) increase in the applicable interest rate would result in additional annual interest expense to the Company of approximately $4.3$4.2 million.
The remaining $5.8$4.8 million, or 2% of our total debt obligations, relates to capitalized leases with fixed payment and interest terms that expire between 20132014 and 2017.2018.
Our excess cash is invested in instruments with original maturities of three months or less or in certificates of deposit that may be withdrawn at any time without penalty; therefore, as investments mature and are reinvested, the amount we earn will increase or decrease with changes in the underlying short-term interest rates.
Foreign currency exchange rate risk
For the three- and nine-month periods ended September 30,first quarter of 20132014, 76% and 75% of our revenues respectively, were generated in non-U.S. dollar countries and we expect to continue generating a significant portion of our revenues in countries with currencies other than the U.S. dollar.
We are particularly vulnerable to fluctuations in exchange rates of the U.S. dollar to the currencies of countries in which we have significant operations, primarily the euro,Australian dollar, Brazilian real, British pound, Australian dollar,euro, Indian Rupee, Hungarian forint and Polish zloty, Brazilian real and Indian rupee.zloty. As of September 30, 2013March 31, 2014, we estimate that a 10% fluctuation in these foreign currency exchange rates would have the combined annualized effect on reported net income and working capital of approximately $45$35 million to $50$40 million. This effect is estimated by applying a 10% adjustment factor to our non-U.S. dollar results from operations, intercompany loans that generate foreign currency gains or losses and working capital balances that require translation from the respective functional currency to the U.S. dollar reporting currency. Additionally, we have other non-current, non-U.S. dollar assets and liabilities on our balance sheet that are translated to the U.S. dollar during consolidation. These items primarily represent goodwill and intangible assets recorded in connection with acquisitions in countries other than the U.S. We estimate that a 10% fluctuation in foreign currency exchange rates would have a non-cash impact on total comprehensive income of approximately $50 million to $55 million as a result of the change in value of these items during translation to the U.S. dollar. For the fluctuations described above, a strengthening U.S. dollar produces a financial loss, while a weakening U.S. dollar produces a financial gain. We believe this quantitative measure has inherent limitations and does not take into account any governmental actions or changes in either customer purchasing patterns or our financing or operating strategies. Because a majority of our revenues and expenses are incurred in the functional currencies of our international operating entities, the profits we earn in foreign currencies are positively impacted by the weakening of the U.S. dollar and negatively impacted by the strengthening of the U.S. dollar. Additionally, our debt obligations are primarily in U.S. dollars; therefore, as foreign currency exchange rates fluctuate, the amount available for repayment of debt will also increase or decrease.
We are also exposed to foreign currency exchange rate risk in our Money Transfer Segment. A majority of the money transfer business involves receiving and disbursing different currencies, in which we earn a foreign currency spread based on the difference between buying currency at wholesale exchange rates and selling the currency to consumers at retail exchange rates. This spread provides some protection against currency fluctuations that occur while we are holding the foreign currency. Our

30


exposure to changes in foreign currency exchange rates is limited by the fact that disbursement occurs for the majority of transactions shortly after they are initiated. Additionally, we enter into foreign currency forward contracts primarily to help offset foreign currency exposure related to the notional value of money transfer transactions collected in currencies other than the U.S. dollar. As of September 30, 2013March 31, 2014, we had foreign currency forward contracts outstanding with a notional value of $134.2136.0 million, primarily in Australian dollars, British pounds, euros and Mexican pesos, that were not designated as hedges and mature in a weighted average of two days. The fair value of these forward contracts as of September 30, 2013March 31, 2014 was ana net unrealized gainloss of $25 thousand, which was partly offset by the unrealized losses on the related foreign currency liabilities.$81 thousand.

36



ITEM 4. CONTROLS AND PROCEDURES
Our executive management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of September 30, 2013March 31, 2014. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of these disclosure controls and procedures were effective as of such date to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Change in Internal Controls
There have not been any changes in internal control over financial reporting during the three months ended September 30, 2013March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
The Company is, from time to time, a party to legal or regulatory proceedings arising in the ordinary course of its business.
The discussion regarding contingencies in Part I, Item 1 — Financial Statements (Unaudited), Note 12,13, Litigation and Contingencies, to the unaudited consolidated financial statements in this report is incorporated herein by reference.
Currently, there are no other legal or regulatory proceedings that management believes, either individually or in the aggregate, would have a material adverse effect uponon the Company's consolidated financial condition or results of operations or financial condition of the Company.operations. In accordance with U.S. GAAP, we record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisionsliabilities are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case or matter.proceeding.



3731


ITEM 1A. RISK FACTORS
You should carefully consider the risks described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 20122013, as may be updated in our subsequent filings with the SEC, before making an investment decision. Our operations are subject to a number of risks and uncertainties, including the risks and uncertainties described in our Annual Report on Form 10-K, as may be updated by any subsequent Quarterly Reports on Form 10-Q. If any of the risks identified in our Annual Report on Form 10-K, as may be updated by any subsequent Quarterly Reports on Form 10-Q, actually occurs, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our common stock could decline substantially. This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described in our Risk Factors and elsewhere in this Quarterly Report.
Except as set forth below, thereThere have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 20122013 as filed with the SEC.Securities and Exchange Commission.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate our stockholders' ability to sell their shares for a premium in a change of control transaction.
Various provisions of our certificate of incorporation and bylaws and of Delaware corporate law may discourage, delay or prevent a change in control or takeover attempt of our company by a third party to which our management and board of directors opposes. Public stockholders who might desire to participate in such a transaction may not have the opportunity to do so. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change of control or change in our management and board of directors. These provisions include:
preferred stock that could be issued by our board of directors to make it more difficult for a third party to acquire, or to discourage a third party from acquiring, a majority of our outstanding voting stock;
classification of our directors into three classesThe following table provides information with respect to shares of restricted stock awards granted under our Stock Incentive Plan that we withheld upon vesting to satisfy our tax withholding obligations during the time for which they hold office;three months ended March 31, 2014.
supermajority voting requirements
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (1)
January 1 - January 31, 2014 273
 $47.85
 
 $100,000,000
February 1 - February 28, 2014 
 
 
 100,000,000
March 1, 2014 - March 31, 2014 
 
 
 100,000,000
Total 273
 $47.85
 
  
(1) In September 2013, the Board of Directors authorized a stock repurchase program allowing Euronet to amend the provisionrepurchase up to $100 million in our certificatevalue or 5 million shares of incorporation providing for the classification of our directors into three such classes;
non-cumulative voting for directors;
control by our board of directors of the size of our board of directors;
limitations on the ability of stockholders to call special meetings of stockholders; and
advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by our stockholders at stockholder meetings.

On May 30, 2013, our stockholders ratified a three-year stockholders' rights agreement (the ''Rights Agreement'') entered into on March 26, 2013, between Euronet and Computershare Trust Company, N.A. as rights agent. The Rights Agreement replaces a previous rights agreement that expired on April 3, 2013. Pursuant to the Rights Agreement, holders of our Common Stock are entitled to purchase one one-hundredth (1/100) of a share (a ''Unit'') of Junior Preferred Stock at a price of $125.00 per Unit upon certain events (the "Right"). The purchase price is subject to appropriate adjustment forits common stock splits and other similar events. Generally,through September 19, 2015. Repurchases may take place in the eventopen market or in privately negotiated transactions, including derivative transactions, and may be made under a person or entity acquires, or initiates a tender offer to acquire, at least 20%Rule 10b5-1 plan. There were no repurchases of Euronet's then-outstanding Common Stock,common stock under this program during the Rights will become exercisable for Common Stock having a value equal to two times the exercise pricefirst quarter of the Right, or effectively at one-half of Euronet's then-current stock price. The existence of the Rights may discourage, delay or prevent a change of control or takeover attempt of our company by a third party that is opposed by our management and board of directors.2014.


3832



ITEM 6. EXHIBITS

a)Exhibits
The exhibits that are required to be filed or incorporated herein by reference are listed on the Exhibit Index below.
EXHIBITS
Exhibit Index
Exhibit Description
   
12.12.1†Share Purchase Agreement, dated as of March 7, 2014, among Euronet Worldwide, Inc. and the Sellers referenced therein. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 11, 2014 (File No. 001-31648 ) and incorporated herein by reference).
10.1*Amendment No. 1 dated April 9, 2014, to the Amended and Restated Credit Agreement dated as of August 18, 2011 among Euronet Worldwide, Inc., and certain Subsidiaries and Affiliates, as Borrowers, certain Subsidiaries and Affiliates as Guarantors, the Lenders, Bank of America, N.A., as Administrative Agent and Collateral Agent, U.S. Bank National Association, BMO Capital Markets and BBVA Compass Bank, as Syndication Agent and Wells Fargo as Documentation Agent.
12.1* Computation of Ratio of Earnings to Fixed Charges (1)
31.131.1* Section 302 — Certification of Chief Executive Officer (1)
31.231.2* Section 302 — Certification of Chief Financial Officer (1)
32.132.1** Section 906 — Certification of Chief Executive Officer (2)
32.232.2** Section 906 — Certification of Chief Financial Officer (2)
101101* The following materials from Euronet Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013,March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2013March 31, 2014 (unaudited) and December 31, 2012,2013, (ii) Consolidated Statements of OperationsIncome (unaudited) for the three-three months ended March 31, 2014 and nine-month periods ended September 30, 2013, and 2012, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three-three months ended March 31, 2014 and nine-month periods ended September 30, 2013, and 2012, (iv) Consolidated Statements of Cash Flows (unaudited) for the nine-monthsthree months ended September 30,March 31, 2014 and 2013, and 2012, and (v) Notes Unaudited to the Unaudited Consolidated Financial Statements.
_________________________
(1)Filed herewith.
(2)Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-Q.
* Filed herewith.
** Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-Q.
† Portions of this document have been redacted and are subject to an order granting confidential treatment under the Securities Exchange Act of 1934, as amended (File No. 1-31648 - CF#30821). Redacted portions are indicated with the notation [***].

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about the Company or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about the Company or its business or operations on the date hereof.


3933


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
October 30, 2013May 1, 2014
Euronet Worldwide, Inc.
By:  /s/ MICHAEL J. BROWN   
 Michael J. Brown  
 Chief Executive Officer  
   
   
By:  /s/ RICK L. WELLER   
 Rick L. Weller  
 Chief Financial Officer  


4034