UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                                          For the transition period from
to
Commission File Number: 001-31648
EURONET WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware
74-2806888
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11400 Tomahawk Creek Parkway, Suite 300
 
Leawood,
Kansas
66211
(Address of principal executive offices)(Zip Code)
(913) 327-4200
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockEEFT
Nasdaq Global Select Market
1.375% Senior Notes due 2026
EEFT26
Nasdaq Global Market
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. Yesþ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yesþ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer 
þ

Accelerated filer 
o
Non-accelerated filer 
o
Smaller reporting company


Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No þ
On October 27, 2021,August 2, 2022, Euronet Worldwide, Inc. had 52,856,02349,581,198 shares of common stock outstanding.
 

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Table of Contents 



EURONET WORLDWIDE, INC. AND SUBSIDIARIES
(In thousands, except share and per share data)
As ofAs of
September 30,
2021
 December 31,
2020
June 30,
2022
 
December 31,
2021
(unaudited)  (unaudited)  
ASSETS      
Current assets:      
Cash and cash equivalents$
1,048,466

 
$1,420,255
$
1,014,859
 
$1,260,466
ATM cash669,686
 411,054
890,834 543,422
Restricted cash3,626
 3,334
6,616 3,693
Settlement assets928,740
 1,140,875
1,057,423 1,102,389
Trade accounts receivable, net of credit losses of $4,504 and $5,926152,564
 117,517
Trade accounts receivable, net of credit losses of $4,392 and $4,469195,355 203,010
Prepaid expenses and other current assets235,209
 272,900
344,219 195,443
Total current assets3,038,291
 3,365,935
3,509,306 3,308,423
Operating right of use lease assets165,327
 162,074
150,995 161,494
Property and equipment, net of accumulated depreciation of $517,319 and $490,429350,727
 378,441
Property and equipment, net of accumulated depreciation of $527,234 and $532,631332,856 345,381
Goodwill646,178
 665,821
807,848 641,605
Acquired intangible assets, net of accumulated amortization of $180,100 and $175,210102,238
 121,883
Other assets, net of accumulated amortization of $60,908 and $55,710223,557
 232,557
Acquired intangible assets, net of accumulated amortization of $185,145 and $185,054197,281 97,793
Other assets, net of accumulated amortization of $64,197 and $62,349197,232 189,580
Total assets$4,526,318
 $4,926,711
$5,195,518 $4,744,276
LIABILITIES AND EQUITY      
Current liabilities:      
Settlement obligations$928,740
 $1,140,875
$1,057,423 $1,102,389
Trade accounts payable168,792
 147,593
184,155 193,529
Accrued expenses and other current liabilities369,283
 404,021
478,820 367,692
Current portion of operating lease liabilities54,210
 52,436
48,899 52,136
Short-term debt obligations and current maturities of long-term debt obligations985
 797
450,319 821
Income taxes payable53,147
 36,359
46,668
 59,037
Deferred revenue67,677
 73,360
63,260 77,037
Total current liabilities1,642,834
 1,855,441
2,329,544 1,852,641
Debt obligations, net of current portion1,197,495
 1,437,589
1,638,663 1,420,085
Operating lease obligations, net of current portion115,289
 106,502
103,625 111,355
Deferred income taxes38,666
 37,875
33,811 46,505
Other long-term liabilities40,577
 43,401
70,733 58,166
Total liabilities3,034,861
 3,480,808
4,176,376 3,488,752
Equity:      
Euronet Worldwide, Inc. stockholders’ equity:      
Preferred Stock, $0.02 par value. 10,000,000 shares authorized; NaN issued0—
 0—
0— 0—
Common Stock, $0.02 par value. 90,000,000 shares authorized; shares issued 63,483,092 and 63,366,0101,270
 1,267
Common Stock, $0.02 par value. 90,000,000 shares authorized; shares issued 63,850,934 and 63,779,0091,277 1,275
Additional paid-in-capital1,260,283
 1,228,446
1,223,294 1,274,118
Treasury stock, at cost, shares issued 10,627,621 and 10,631,961(703,136) (703,032)
Treasury stock, at cost, shares issued 14,271,179 and 12,631,125(1,106,094) (931,212)
Retained earnings1,087,007
 1,013,155
1,182,787 1,083,882
Accumulated other comprehensive loss(154,048) (94,214)(281,858) (172,582)
Total Euronet Worldwide, Inc. stockholders’ equity1,491,376
 1,445,622
1,019,406 1,255,481
Noncontrolling interests81 281
(264) 43
Total equity1,491,457
 1,445,903
1,019,142 1,255,524
Total liabilities and equity$4,526,318
 $4,926,711
$5,195,518 $4,744,276
See accompanying notes to the unaudited consolidated financial statements.
1


EURONET WORLDWIDE, INC. AND SUBSIDIARIES
(Unaudited, in thousands, except share and per share data)
Three Months Ended
September 30,



Nine Months Ended
September 30,


Three Months Ended
June 30,

Six Months Ended
June 30,


2021
 2020

2021

2020

2022


2021
2022
 2021

Revenues $816,560
 $664,351

$2,183,916

$1,776,061
$843,309
$714,686
$1,561,776
 $1,367,356

Operating expenses:   








   
Direct operating costs484,438
 407,598


1,389,770


1,117,065
Direct operating costs, exclusive of depreciation
500,662

470,816
958,815
 905,332

Salaries and benefits119,421
 101,577

356,160
293,769

131,308

121,071
258,073
 236,739

Selling, general and administrative 64,298
 55,225


182,193


169,333

74,249

59,119
138,105
 117,895

Goodwill and acquired intangible assets impairment
0—

1,467

0—
106,021
Depreciation and amortization33,909
 32,412


100,729


93,470

36,013


33,559

69,003
 66,820

Total operating expenses702,066
 598,279


2,028,852

1,779,658

742,232


684,565

1,423,996
 1,326,786

Operating income (loss)114,494
 66,072

155,064


(3,597)
Operating income
101,077


30,121

137,780
 40,570

Other income (expense):   









   
Interest income153
 139


539


867

245

204
390
 386

Interest expense(10,072) (9,477)
(28,718)

(27,594)
(8,862
)

(9,457
)
(14,996) (18,646)
Foreign currency exchange loss, net(8,135) (1,368)

(12,051)

(17,679)
Foreign currency exchange gain (loss), net
(14,698
)

116
(20,160) (3,916)
Other gains, net0—
 0—

31

728

0—


0—

192
 31
Other expense, net(18,054) (10,706)

(40,199)

(43,678)
(23,315
)

(9,137
)
(34,574) (22,145)
Income (loss) before income taxes 96,440 55,366
114,865
(47,275)
Income before income taxes
77,762

20,984
103,206 18,425
Income tax expense(22,726) (15,051)

(41,140)

(26,423)
(20,728
)

(12,352
)
(37,882) (18,414)
Net income (loss)73,714 40,315
73,725
(73,698)
Net loss (income) attributable to noncontrolling interests168 (66)

127

64
Net income
57,034

8,632
65,324 11
Net income (loss) attributable to noncontrolling interests
184


3

191 (41)
Net income (loss) attributable to Euronet Worldwide, Inc.$73,882 $40,249
$73,852
$(73,634)$57,218

$8,635

$65,515 $(30)
   












   
Earnings (loss) per share attributable to Euronet Worldwide, Inc. stockholders:   




Earnings per share attributable to Euronet Worldwide, Inc. stockholders:





   
Basic$1.40 $0.77
$1.40
$(1.40)$1.13

$0.16

$1.29 $0.00

Diluted$1.37 $0.76
$1.37
$(1.40)$1.08

$0.16

$1.25 $0.00

   











   
Weighted average shares outstanding:   







   
Basic52,829,386
 52,294,522


52,799,199


52,712,030

50,394,610


52,805,367

50,726,281
 52,784,106

Diluted53,853,675
 53,201,971


53,933,226

52,712,030

53,766,914


54,008,839

54,133,724
 52,784,106


See accompanying notes to the unaudited consolidated financial statements.

2


EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS
(Unaudited, in thousands)
Three Months Ended
September 30,

Nine Months Ended
September 30,



2021

2020
2021

 
2020


Three Months Ended
June 30,


Six Months Ended
June 30,

Net income (loss)$73,714

$40,315

$73,725 $(73,698)

2022


2021

2022
 
2021

Net income$57,034
$8,632

$65,324 $11
Translation adjustment(29,692)
47,006
(59,907) 19,360
(88,278)

12,686

(109,392) (30,215)
Comprehensive income (loss)44,022
87,321

13,818 (54,338)
(31,244)
21,318

(44,068) (30,204)
Comprehensive loss (income) attributable to noncontrolling interests196
(133)
200 11
Comprehensive income (loss) attributable to noncontrolling interests
(263)

(8)
(307) 4

Comprehensive income (loss) attributable to Euronet Worldwide, Inc.$44,218
$87,188

$14,018 $(54,327)$(31,507)
$21,310

$(44,375) $(30,200)
See accompanying notes to the unaudited consolidated financial statements.

3

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except share data)

  
Number of
Shares Outstanding

 
Common
Stock

 
Additional
Paid-in Capital

 
Treasury
Stock

Balance as of December 31, 2019
 54,220,854
 $1,256
 $1,190,058
 $(463,704)
Net income (loss)  
 
 
  

  

Other comprehensive loss  
 
 
  

  

Stock issued under employee stock plans 80,519
 
1
 1,701
 
(249
)
Share-based compensation   
 
 
 
6,338
  

Repurchase of shares (2,095,683) 
 
 


  
(239,763
)
Balance as of March 31, 2020

52,205,690


1,257


1,198,097


(703,716
)
Net (loss) income














Other comprehensive income














Stock issued under employee stock plans
82,841


2


3,763


59
Share-based compensation








3,125




Balance as of June 30, 2020
 52,288,531
 $1,259
 $1,204,985
 $(703,657)
Net income














Other comprehensive income














Stock issued under employee stock plans
21,604






687


53
Share-based compensation








5,037




Balance as of September 30, 2020
52,310,135

$1,259

$
1,210,709

$
(703,604
)

  
Number of
Shares Outstanding
 
Common
Stock
 
Additional
Paid-in Capital
 
Treasury
Stock
Balance as of December 31, 2020
 52,734,049 $1,267 $1,228,446 $(703,032)
Net (loss) income         
Other comprehensive loss        
Stock issued under employee stock plans 62,436 1 3,335 
(482
)
Share-based compensation     8,492  
Balance as of March 31, 2021
 52,796,485 1,268 1,240,273 (703,514)
Net (loss) income
Other comprehensive loss
Stock issued under employee stock plans 25,76911,199267
Share-based compensation

10,984

Balance as of June 30, 2021
52,822,2541,2691,252,456(703,247)

 
Number of
Shares Outstanding

 
Common
Stock

 
Additional
Paid-in Capital

 
Treasury
Stock

 
Number of
Shares Outstanding
 
Common
Stock
 
Additional
Paid-in Capital
 
Treasury
Stock
Balance as of December 31, 2020
 52,734,049
 $1,267
 $1,228,446
 $(703,032)
Net (loss) income  
 
 
 
Balance as of December 31, 2021
 51,147,884 $1,275 $1,274,118 $(931,212)
Net income (loss)       
Other comprehensive loss  
 
 
 
       
Stock issued under employee stock plans 62,436
 
1
 
3,335
 
(482
) 40,173 1 1,989 142
Share-based compensation  
  

 
8,492
  

     9,803 
Balance as of March 31, 2021

52,796,485
1,268

1,240,273

(703,514
)
Repurchase of shares(639,535)(70,351)
Adoption of ASU 2020-06(74,080)
Balance as of March 31, 2022
 50,548,522 1,276 1,211,830 (1,001,421)
Net income (loss)







Other comprehensive income




Other comprehensive loss


Stock issued under employee stock plans
25,769
1

1,199

267
31,23311,322(73)
Share-based compensation





10,984




10,142
Balance as of June 30, 2021
 52,822,254
 $1,269
 $1,252,456
 $(703,247)
Net income (loss)















Other comprehensive income














Stock issued under employee stock plans
33,217


1



1,022


111

Share-based compensation








6,805




Balance as of September 30, 2021
52,855,471

$1,270

$
1,260,283


$
(703,136
)
Repurchase of shares(1,000,000)

(104,600)
Balance as of June 30, 2022
49,579,7551,2771,223,294
(1,106,094
)

See accompanying notes to the unaudited consolidated financial statements.

4

Table of Contents

EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
(Unaudited, in thousands)

  
 Retained Earnings

 
Accumulated Other
Comprehensive Loss

 
Noncontrolling
Interests

 
Total

Balance as of December 31, 2019 $1,016,554
 $(164,890) $68
 $1,579,342
Net income (loss) 
1,921
  

 
(201
) 
1,720
Other comprehensive loss   

 
(59,777
) 
(41
) 
(59,818
)
Stock issued under employee stock plans  

  

  

 
1,453
Share-based compensation  

  

  

 
6,338
Repurchase of shares  

  

  

 
(239,763
)
Balance as of March 31, 2020


1,018,475


(224,667
)

(174
)

1,289,272
Net (loss) income

(115,804
)





71


(115,733
)
Other comprehensive income





32,145


27


32,172
Stock issued under employee stock plans













3,824
Share-based compensation













3,125
 Balance as of June 30, 2020
 
902,671
 
(192,522) 
(76) 
1,212,660
 Net income

40,249






66


40,315
 Other comprehensive income





46,939


67


47,006
 Stock issued under employee stock plans













740
 Share-based compensation













5,037
 Balance as of September 30, 2020
$942,920

$
(145,583
)
$57

$1,305,758
   Retained Earnings 
Accumulated Other
Comprehensive Loss
 
Noncontrolling
Interests
 Total
Balance as of December 31, 2020 $1,013,155 $(94,214) $281 $1,445,903
Net (loss) income (8,665)   44 (8,621)
Other comprehensive loss   
(42,845
) 
(56
) 
(42,901
)
Stock issued under employee stock plans       2,854
Share-based compensation       8,492
 Balance as of March 31, 2021
 1,004,490 (137,059) 269 1,405,727
Net (loss) income8,635(3)8,632
Other comprehensive loss12,6751112,686
Stock issued under employee stock plans1,467
Share-based compensation10,984
Balance as of June 30, 2021
1,013,125(124,384)2771,439,496

 
 Retained Earnings

 
Accumulated Other
Comprehensive Loss

 
Noncontrolling
Interests

 
Total

  Retained Earnings 
Accumulated Other
Comprehensive Loss
 
Noncontrolling
Interests
 Total
Balance as of December 31, 2020 $1,013,155
 $(94,214) $281
 $1,445,903
Net (loss) income 
(8,665) 
 
44 (8,621)
Balance as of December 31, 2021 $1,083,882 $(172,582) $43 $1,255,524
Net income (loss) 8,297  (7) 8,290
Other comprehensive loss 
 
(42,845) 
(56) (42,901)  (21,077) (37) (21,114)
Stock issued under employee stock plans  
 
 
 2,854
    2,132
Share-based compensation  

  

  

 8,492
    9,803
Balance as of March 31, 2021

1,004,490
(137,059)
269
1,405,727
Repurchase of shares(70,351)
Adoption of ASU 2020-06
33,390(40,690)
Balance as of March 31, 2022
 1,125,569 (193,659) (1) 1,143,594
Net income (loss)
8,635


(3)
8,632
57,218
(184)57,034
Other comprehensive income


12,675
11
12,686
Other comprehensive loss
(88,199)(79)(88,278)
Stock issued under employee stock plans






1,467



1,250
Share-based compensation









10,984



10,142
Balance as of June 30, 2021
 
1,013,125
 
(124,384) 
277 
1,439,496
Net income


73,882






(168)

73,714
Other comprehensive income





(29,664)

(28)

(29,692)
Stock issued under employee stock plans













1,134
Share-based compensation













6,805
Balance as of September 30, 2021
$1,087,007

$(154,048)
$81

$1,491,457
Repurchase of shares











(104,600)
Balance as of June 30, 2022
1,182,787(281,858)(264)1,019,142

See accompanying notes to the unaudited consolidated financial statements.

5



EURONET WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended
September 30,
Six Months Ended June 30,
2021 20202022 2021
Net income (loss)
$73,725 $(73,698)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Net income
$65,324 $11
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization100,729
 93,470
69,003 66,820
Share-based compensation26,281
 14,500
19,945 19,476
Unrealized foreign exchange loss, net12,051
 17,67920,160 3,916
Deferred income taxes1,412 (5,011)3,407 1,271
Goodwill and acquired intangible assets impairment0—


106,021
Accretion of convertible debt discount and amortization of debt issuance costs15,099
 13,996
2,351 10,012
Changes in working capital, net of amounts acquired:
 
 
Income taxes payable, net17,464 (26,625)(9,390) (785)
Trade accounts receivable96,541
 232,380
Prepaid expenses and other current assets119,698 (25,917)
Trade accounts payable(209,069) (127,291)
Trade accounts receivable, including amounts in settlement assets58,157 136,121
Prepaid expenses and other current assets, including amounts in settlement assets(153,256) 136,331
Trade accounts payable, including amounts in settlement obligations(119,462) (213,158)
Deferred revenue(2,782) (4,540)(9,925) (30)
Accrued expenses and other current liabilities47,254
 25,110
Accrued expenses and other current liabilities, including amounts in settlement obligations255,516 17,340
Changes in noncurrent assets and liabilities5,937 (19,658)(21,171) (4,018)
Net cash provided by operating activities304,340 220,416
180,659 173,307
Cash flows from investing activities:  
  
Acquisitions, net of cash acquired0— (451)(330,023) 0-
Purchases of property and equipment(66,058) (71,396)(53,052) (45,076)
Purchases of other long-term assets(6,171) (5,968)(3,856) (4,273)
Other, net1,277
 742
(35) 1,017
Net cash used in investing activities(70,952) (77,073)(386,966) (48,332)
Cash flows from financing activities:      
Proceeds from issuance of shares6,443
 6,564
3,732 5,271
Repurchase of shares(979) (240,838)(175,287) (943)
Borrowings from revolving credit agreements3,539,100
 2,018,600
4,049,100 1,606,100
Repayments of revolving credit agreements(3,756,300) (2,018,600)(3,385,400) (1,855,700)
Net borrowing (repayments) from short-term debt obligations199 (5,032)
Net borrowings (repayments) from short-term debt obligations1,345 (45)
Other, net(4,754) (4,763)(2,248) (3,236)
Net cash used in financing activities(216,291) (244,069)
Net cash provided by (used in) financing activities491,242 (248,553)
Effect of exchange rate changes on cash and cash equivalents and restricted cash(82,667) 32,042(195,239) (43,278)
Decrease in cash and cash equivalents and restricted cash(65,570) (68,684)
Increase (decrease) in cash and cash equivalents and restricted cash89,696 (166,856)
Cash and cash equivalents and restricted cash at beginning of period2,099,508
 1,817,379
2,086,102 2,099,508
      
Cash and cash equivalents and restricted cash at end of period$2,033,938
 $1,748,695
$
2,175,798
 $1,932,652
      
Supplemental disclosure of cash flow information:      
Interest paid during the period$17,226
 
$
16,653
$15,858 $13,688
Income taxes paid during the period$28,752
 $50,300
$47,119 $18,886
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
Organization

Euronet Worldwide, Inc. (the “Company” or “Euronet”"Company", "Euronet", "we" and "us") was established as a Delaware corporation on December 13, 1996 and succeeded Euronet Holding N.V. as the group holding company, which was founded and established in 1994. Euronet is a leading electronic payments provider. Euronet offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Euronet's primary product offerings include comprehensive automated teller machine (“ATM”), point-of-sale (“POS”),ATM, POS, card outsourcing, card issuing and merchant acquiring services, electronic distribution of prepaid mobile airtime and other electronic payment products, and global money transferinternational payment services. 

Basis of Presentation

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 only of normal recurring adjustments) necessary to fairly present the consolidated financial position and the results of operations, comprehensive income, changes in equity and cash flows for the interim periods. The unaudited consolidated financial statements should be read in conjunction with theour audited consolidated financial statements of the Company for the year ended December 31, 20202021, including the notes thereto, set forth in the Company’s 2020our 2021 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 of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include computing income taxes, estimating the useful lives and potential impairment of long-lived assets and goodwill, as well as allocating the purchase price to assets acquired and liabilities assumed in acquisitions and revenue recognition. Actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2021.

2022.
Seasonality

Euronet’s Electronic Funds Transfer ("EFT")EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC")DCC services during the third quarter of the fiscal year, normally coinciding with the tourism season. Additionally, the EFT Processing and epay Segments are normally 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. Seasonality in the Money Transfer Segment varies by region of the world. In most markets, Euronet 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 its lowest transaction levels during the first quarter of the year.

7


(2)(2) RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluatingWe adopted this standard on January 1, 2022 using the impactmodified retrospective approach, which resulted in our Convertible Senior Notes Due 2049 being recognized as a single liability. As a result of the adoption of ASU 2020-06this standard we recorded a $99.7 million decrease to additional paid-in capital, a $56.8 million decrease in debt discounts and a $42.9 million increase in retained earnings. The adoption of this standard also impacted our deferred tax liability by decreasing our deferred tax liability by $15.0 million, decreasing retained earnings by $10.6 million, and increasing additional paid-in capital by $25.6 million. Additionally, the elimination of the treasury stock method will have onincrease the consolidated financial statements.number of dilutive shares used in the diluted earnings per share calculation, if dilutive, by 2.8 million shares. 

(3) PENDING ACQUISITIONACQUISITIONS


InOn March 2021,15, 2022 we completed the Company entered into an agreement to purchaseacquisition of the Piraeus Bank Merchant Acquiring businessBusiness of Piraeus Bank for €300 million, or approximately $360 million.("PBMA"). The proposed arrangement will include separate commercial agreements foracquisition includes 205,000 POS terminals at 170,000 merchants throughout Greece, as well as Piraeus Bank’s online merchant acquiring business and expands our omnichannel payments strategy where we use our proprietary technology to provide cash, card-based acquiring solutions, alternative payment acquiring, online acquiring, tokenized payment services and other payment products. Additionally, the acquisition includes a long-term strategic partnership withcommercial framework agreement between Piraeus Bank forand Euronet which includes collaborative product distribution, processing and customer referrals. 

The acquisition will expandpurchase price was €313.8 million, or approximately $346.2 million, which includes $331 million cash paid at closing plus $15.2 million of estimated contingent consideration for a ten-year earnout contingent on performance targets outlined in the Company’s omnichannel payments strategy and positioncommercial framework agreement. The contingent consideration is related to a percentage of the Company in Greece’s growing market for merchant acquiring services. The closing is targeted for late 2021 and is subject to regulatory approvals, finalizationnet fee income received during the ten-year period of the commercial agreements,framework agreement and customary closing conditions. there is no contractual maximum amount of consideration under this agreement.

The Company expects to finance theinitial accounting for this acquisition is not complete as of June 30, 2022. The purchase price usingwas preliminarily allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective provisional fair values at the date of acquisition. Additional time is needed to refine and review the results of the valuation of assets and liabilities. The acquisition has been accounted for as a business combination in accordance with U.S. GAAP and the results of operations have been included from the date of acquisition in the EFT Processing Segment.  


8



The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date.

(in thousands)As of March 15, 2022
Other current assets$
1,707
Settlement assets
78,718
Property and equipment
6,095
Acquired intangible assets
122,455
     Total assets acquired$
208,975
Trade accounts payable$
1,499
Settlement liabilities
66,925
Accrued expenses and other current liabilities
5,929
Deferred revenue
500
Other long-term liabilities
99
     Total liabilities assumed$
74,952
Goodwill
212,183
 
Net assets acquired$
346,206

Assets acquired, liabilities assumed, and consideration transferred were recorded at their estimated fair values on the acquisition date. The fair value measurements of intangible assets were based on significant inputs not observable in the market and represent Level 3 measurements within the fair value hierarchy. Level 3 inputs include discount rates that would be used by a market participant in valuing these assets, projections of revenues and cash flows, and customer attrition rates, among others.    

We acquired a customer relationship intangible asset with a preliminary fair value of $112.2 million that is being amortized on hand.a straight-line basis over 15 years and a contract related intangible asset of $10.3 million that is being amortized on a straight-line basis over 10 years.


Goodwill, with a preliminary value of $212.2 million, arising from the acquisition was included in the EFT Processing Segment. The factors that make up goodwill include synergies from combining PBMA operations and intangible assets that do not qualify for separate recognition. Goodwill and intangible assets associated with this acquisition are deductible for tax purposes.

The results of PBMA operations are included in our consolidated results of operation, as part of our EFT Processing business segment, beginning on March 16, 2022. For the three and six months ended June 30, 2022, PBMA had $27.5 million and $31.2 million in revenue. The PBMA business is impacted by higher transaction volumes during the tourism season in the second and third quarters.

(4) SETTLEMENT ASSETS AND OBLIGATIONS


Settlement assets represent funds received or to be received from agents for unsettled money transfers and from merchants for unsettled prepaid transactions. The Company recordsWe record corresponding settlement obligations relating to accounts payable. Settlement assets consist of cash and cash equivalents, restricted cash, accounts receivable and prepaid expenses and other current assets. The settlement cash held at the Company is primarily generated from the monies remitted by consumers through Company agents and financial institutions in payment of the face value of the payment service or foreign currency purchased and the related fees charged to purchase the currency. We use our cash and cash equivalents to pay the face value of the payment service product upon presentation by the recipient. Cash received by EuronetCompany agents and merchants generally becomes available to the Companyus within two weeks after initial receipt by the business partner. Receivables from business partners represent funds collected by such business partners that are in transit to the Company.us. 
9


Settlement obligations consist of accrued expenses for money transfers, content providers, and EFT customer deposits and accounts payable to agents and content providers. Money transfer accrued expenses represent amounts to be paid to transferees when they request funds. Most agents typically settle with transferees first then obtain reimbursement from the Company.us. Money order accrued expenses represent amounts not yet presented for payment. Due to the agent funding and settlement process, accrued expenses to agents represent amounts due to agents for money transfers that have not been settled with transferees. 

 
As of

(in thousands)
September 30,
2021


December 31,
2020

Settlement assets:
 
 
Settlement cash and cash equivalents
$259,727

$188,191
Settlement restricted cash
52,433

76,674
Accounts receivable, net of credit losses of $31,220 and $35,800
478,760

641,955
Prepaid expenses and other current assets
137,820

234,055
Total settlement assets
$928,740

$1,140,875
Settlement obligations:
 
 
Trade account payables
$319,193

$571,175
Accrued expenses and other current liabilities
609,547

569,700
Total settlement obligations
$928,740

$1,140,875

8

 As of
(in thousands)
June 30,
2022
December 31,
2021
Settlement assets:  
Settlement cash and cash equivalents$213,649$203,624
Settlement restricted cash49,84074,897
Accounts receivable, net of credit losses of $30,009 and $27,341 
593,738619,738
Prepaid expenses and other current assets200,196204,130
Total settlement assets$1,057,423$1,102,389
Settlement obligations:  
Trade account payables$383,652$461,135
Accrued expenses and other current liabilities673,771641,254
Total settlement obligations$1,057,423$1,102,389


The table below reconciles cash and cash equivalents, restricted cash, ATM cash, settlement cash and cash equivalents, and settlement restricted cash as presented within "Cash and cash equivalents and restricted cash" in the Consolidated Statement of Cash Flows.

 As of
 As of
(in thousands) 
September 30,
2021
 
December 31,
2020
 
September 30,
2020
 
December 31,
2019

 
June 30,
2022
 
December 31,
2021
 
June 30,
2021
 
December 31,
2020
Cash and cash equivalents $1,048,466
 $1,420,255
 $1,008,183
 $786,081
 $1,014,859 $1,260,466 $994,488 $1,420,255
Restricted cash 3,626
 3,334
 14,204
 34,301
 6,616 3,693 3,328 3,334
ATM cash 669,686
 411,054
 409,683
 665,641
 890,834 543,422 565,084 411,054
Settlement cash and cash equivalents 259,727
 188,191
 272,467
 282,188
 213,649 203,624 311,131 188,191
Settlement restricted cash 52,433
 76,674
 44,158
 49,168
 49,840 74,897 58,621 76,674
Cash and cash equivalents and restricted cash at end of period $2,033,938
 $2,099,508
 $1,748,695
 $1,817,379
 $2,175,798 $2,086,102 $1,932,652 $2,099,508

(5) STOCKHOLDERS' EQUITY

Earnings (Loss) Per Share

Basic earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the respective period. Diluted earnings (loss) per share has been computed by dividing earnings (loss) available to common stockholders by the weighted average shares outstanding during the respective period, after adjusting for the potential dilution of options to purchase the Company'sour common stock, assumed vesting of restricted stock and the assumed conversion of the Company'sour convertible debt, if such conversion would be dilutive.

10


The following table provides the computation of diluted earnings and diluted weighted average number of common shares outstanding:


Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
June 30,

Six Months Ended
June 30,
2022
2021
2022
2021
Computation of diluted earnings:


Net income (loss)$57,218$8,635$65,515$(30)
Add: Interest expense from assumed conversion of convertible notes, net of tax1,098
0—
2,113
0—
Net income (loss) for diluted earnings per share calculation$58,316$8,635$67,628$(30)
2021
2020
2021
2020



Computation of diluted weighted average shares outstanding:










Basic weighted average shares outstanding52,829,386
52,294,522

52,799,199
52,712,030
50,394,610
52,805,367
50,726,281
52,784,106
Incremental shares from assumed exercise of stock options and vesting of restricted stock1,024,289
907,449
1,134,027
0—
590,486
1,203,472
625,625
0—
Incremental shares from assumed conversion of convertible debt
2,781,818
0—
2,781,818
0—
Diluted weighted average shares outstanding 53,853,675
53,201,971
53,933,226
52,712,030

53,766,914
54,008,839
54,133,724
52,784,106

The table includes all stock options and restricted stock that are dilutive to the Company'sour weighted average common shares outstanding during the period. The calculation of diluted earnings (loss) per share excludes stock options or shares of restricted stock that are anti-dilutive to the Company’sour weighted average common shares outstanding of approximately 770,0002,971,768 and 751,000 2,972,786 for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 and approximately 1,122,0001,239,000 and 1,887,0002,429,000 for the three and ninesix months ended SeptemberJune 30, 2020, respectively.
2021, respectively. 

The CompanyWe issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019. The Company'sOur Convertible Notes currently have a settlement feature requiring the Companyus upon conversion to settle the principal amount of the debt and any conversion value in excess of the principal value ("conversion premium"), for cash or shares of the Company'sour common stock or a combination thereof, at the Company'sour option. The Company hasWe have stated itsour intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium. Accordingly,premium; however, after adopting ASU 2020-06, 2.8 million incremental shares assumed for conversion of convertible notes shall be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met. Therefore, our Convertible Notes were included in the calculation of diluted earnings (loss) per share if their inclusion was dilutive. The dilutive effect increases the more the market price exceeds the conversion price. The Convertible Notes would only have a dilutive effect if the market price per share of common stock exceeds the conversion price of $188.73 per share. The market price per share of common stock was $127.28 on September 30, 2021 and $91.10 on September 30, 2020, therefore, according to ASC Topic 260, Earnings per Share (“ASC 260”), there was no dilutive effect of the assumed conversion of the debentures for the three and nine months ended September 30, 2021 and 2020. See Note 9, Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes.

Share Repurchases

repurchases

On March 11, 2019, in connection with the issuance of the Convertible Notes, the Board of Directors authorized a repurchase program of $120 million in value of the Company's common stock through March 11, 2021. On February 26, 2020, the Companywe put a repurchase program in place to repurchase up to $250 million in value, but not more than 5.0 million shares of common stock through February 28, 2022. ForOn December 8, 2021, we put a repurchase program in place to repurchase up to $300 million in value, but not more than 5.0 million shares of common stock through December 8, 2023. Under the repurchase programs we repurchased $104.6 million and $175.0 million of stock, for the three and ninesix months ended SeptemberJune 30, 2021, there were no repurchases of stock under the repurchase programs2022, respectively. Repurchases under the current 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.

Accumulated Other Comprehensive Income (Loss)

Loss

Accumulated other comprehensive income (loss)loss consists entirely of foreign currency translation adjustments. The CompanyWe recorded a foreign currency translation losslosses of $29.7$88.3 million and $109.4 $59.9 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, and a gain of $47.0$12.7 million and $19.4loss of $30.2 million for the three and nine months ended September 30, 2020, respectively.same periods in 2021. There were no reclassifications of foreign currency translation into the consolidated statements of operationsincome for the three and ninesix months ended SeptemberJune 30, 20212022 and 2020.2021.

11



(6) GOODWILL AND ACQUIRED INTANGIBLE ASSETS, NET

A summary of acquired intangible assets and goodwill activity for the ninesix months ended SeptemberJune 30, 20212022 is presented below:
(in thousands)

 Acquired
Intangible
Assets


Goodwill
 
Total
Intangible
Assets

 
Acquired
Intangible
Assets
 Goodwill 
Total
Intangible
Assets
Balance as of December 31, 2020 $121,883
 $665,821
 $787,704
Decreases:      
Balance as of December 31, 2021 $97,793 $641,605 $739,398
Increases (decreases):      
Acquisition 0—
 0— 0—
 122,455 212,183 334,638
Amortization (17,388) 0—
 (17,388) (13,325) 0— (13,325)
Foreign currency exchange rate changes
 (2,257) (19,643) (21,900) (9,642) (45,940) (55,582)
Balance as of September 30, 2021 $102,238
 $646,178
 $748,416
Balance as of June 30, 2022 $197,281 $807,848 $1,005,129

Of the total goodwill balance of $646.2$807.8 million as of SeptemberJune 30, 20212022$393.9$371.5 million relates to the Money Transfer Segment,$315.1 millionrelates to the EFT Processing Segment and the remaining $131.0121.2 million relates to the epay Segment and the remaining $121.3 million relates to the EFT Processing Segment.. Estimated amortization expense on acquired intangible assets with finite lives as of SeptemberJune 30, 2021,2022, is expected to total $5.6$13.9 million for the remainder of 2021, $21.2 million for 2022, $16.3$23.7 million for 2023, $9.6$17.6 million for 2024, $6.3$14.4 million for 2025, and $6.2$14.0 million for 2026. and $12.8 million for 2027.


(7) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:
 As of
 As of
(in thousands) September 30, 2021 December 31, 2020 
June 30,
2022
 December 31, 2021
Accrued expenses $339,023
 $331,713
 $376,386 $285,098
Derivative liabilities 25,498
 65,905
 51,074 23,285
Accrued payroll expenses48,09855,162
Current portion of finance lease obligations 4,762
 6,403
 3,262 4,147
Total $369,283
 $404,021
 $478,820 $367,692

(8) UNEARNEDDEFERRED REVENUES

The Company recordsWe record deferred revenues when cash payments are received or due in advance of itsour performance. The decrease in the deferred revenue balance for the ninesix months ended SeptemberJune 30, 2022 2021 is driven by $39.7the result of $20.2 million of cash payments received in the current year for which the Company haswe have not yet satisfied the performance obligations, offset by $45.4$34.0 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2020.2021.


(9)9) DEBT OBLIGATIONS


Debt obligations consist of the following:

 As of As of
(in thousands) September 30, 2021
 
December 31, 2020

 
June 30,
2022
 December 31, 2021
Credit Facility:        
Revolving credit agreement $53,200
 $270,400
 $497,100 $283,400









Uncommitted Credit Agreements

450,000


0—
Convertible Debt:        
0.75% convertible notes, unsecured, due 2049 464,161
 452,228
 525,000 468,235





    
1.375% Senior Notes, due 2026 694,860
 732,840
 628,920 682,080





    
Other obligations 1,054
 850
 396 920


    
Total debt obligations 1,213,275
 1,456,318
 2,101,416 1,434,635
Unamortized debt issuance costs (14,795) (17,932) (12,434) (13,729)
Carrying value of debt 1,198,480
 1,438,386
 2,088,982 1,420,906
Short-term debt obligations and current maturities of long-term debt obligations (985) (797) (450,319) (821)
Long-term debt obligations $1,197,495
 $1,437,589
 $1,638,663 $1,420,085

Credit Facility

On October 17, 2018, the Company entered into an unsecured revolving credit agreement (the "Credit Facility") for $1.0$1.0 billion that expires on October 17, 2023. In May 2021, an additional lender joined the Credit Facility which increased the revolving commitment by $30 million. Fees and interest on borrowings are based upon the Company's corporate credit rating and are 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 the Company, with the applicable margin ranging from 1.125% to 2.0% (or 0.175% to 1.0% for base rate loans). The Credit Facility allows for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Czech koruna, Danish krone, euro, Hungarian forints, Japanese yen, New Zealand dollars, Norwegian krone, Polish zlotys, Swedish krona, Swiss francs and U.S. dollars. The Credit Facility containscontains$200$200 million sublimit for the issuance of letters of credit, a $50 million sublimit for U.S. dollar swingline loans, and a $90 million sublimit for certain foreign currencies swingline loans. The Credit Facility contains customary affirmative and negative covenants, events of default and financial covenants. The Company was in compliance with all debt covenants as of SeptemberJune 30, 20212022.

Uncommitted Credit Agreements

On May 25, 2022, the Company entered into an Uncommitted Credit Agreement for $300 million, fully drawn and outstanding at June 30, 2022, for the sole purpose of providing vault cash for ATMs, that expires no later than November 30, 2022. Each loan bears interest at the rate per annum equal to the secured overnight financing rate (“SOFR”) plus 1.00%. The weighted-average interest rate from the loan inception date to June 30, 2022 was 1.900%. 

On June 24, 2022, the Company entered into an Uncommitted Loan Agreement for $150 million, fully drawn and outstanding at June 30, 2022, for the sole purpose of providing vault cash for ATMs, that expires no later than June 23, 2023.Each loan is a Prime rate loan, a Bloomberg Short-term Bank Yield ("BSBY") rate loan or bears interest at the rate agreed to by the Bank and the Company at the time such loan is made. The weighted-average interest rate from the loan inception date to June 30, 2022 was 2.317%.

Convertible Debt



On March 18, 2019, the Company completed the sale of $525.0 million of Convertible Senior Notes ("Convertible Notes"). The Convertible Notes mature in March 2049 unless redeemed or converted prior to such date, and are convertible into shares of Euronet common stock at a conversion price of approximately $188.73 per share if certain conditions are met (relating to the closing price of Euronet common stock exceeding certain thresholds for specified periods). Holders of the Convertible Notes have the option to require the Company to purchase their notes on each of March 15, 2025, March 15, 2029, March 15, 2034, March 15, 2039 and March 15, 2044 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

1113


Table


InASU 2020-06 as of January 1, 2022, in accordance with ASC 470-20-30-27, proceeds from the issuance of convertible debt iswas allocated between debt and equity components so that debt iswas discounted to reflect the Company'sour nonconvertible debt borrowing rate. ASC 470-20-35-13 requires470-20-35-13 required the debt discount to be amortized over the period the convertible debt iswas expected to be outstanding as additional non-cash interest expense. The allocation resulted in an increase to additional paid-in capital of $99.7 million for the Convertible Notes.

Contractual interest expense for the Convertible Notes was $1.0 million and $3.0$2.0 million for the three and nine six months ended SeptemberJune 30, 2021 respectively, and $1.0 million and $3.0 million for the three and nine months ended September 30, 2020, respectively., respectively. Accretion expense for the Convertible Notes was $4.0 million and $11.9$7.9 million for the three and nine sixmonths ended September 30, 2021, respectively, and $3.8 million and $11.4 million for the three and nine months ended September 30, 2020, respectively. The effective interest rate was 4.4% for the three and nine months ended SeptemberJune 30, 2021. As of September 30, 2021, the unamortized discount was $60.8 millionSee Footnote 2, Recently Issued and Adopted Accounting Pronouncements, for more information regarding this adoption.

 and will be amortized through March 2025. 

1.375% Senior Notes due 2026



On May 22, 2019, the Company completed the sale of €600 million ($669.9 million) aggregate principal amount of Senior Notes that expireare due in May 2026 (the “Senior Notes”). The Senior Notes accrue interest at a rate of 1.375% per year, payable annually in arrears commencing May 22, 2020, until maturity or earlier redemption. As of SeptemberJune 30, 2021,2022, the Company has outstanding €600 million ($694.9 million)628.9 million) principal amount of the Senior Notes. In addition, the Company may redeem some or all of these notes on or after February 22, 2026 at their principal amount plus any accrued and unpaid interest.

Other Obligationsobligations



Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes. As of SeptemberJune 30, 20212022 and December 31, 2020,2021, borrowings under these arrangements were $1.1$0.4 million and $0.9 million,, respectively.


Debt Issuance Costs

As of June 30, 2022, we had unamortized debt issuance costs of $1.8 million for the Credit Facility, $5.9 million for the Convertible Notes and $4.7 million for the Senior Notes that will be amortized through October 2023, March 2025 and May 2026, respectively. 

(10) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to foreign currency exchange risk resulting from (i) the collection of funds or the settlement of money transfer transactions in currencies other than the U.S. Dollar, (ii) derivative contracts written to its customers in connection with providing cross-currency money transfer services and (iii) certain foreign currency denominated other asset and liability positions. The Company enters into foreign currency derivative contracts, primarily foreign currency forwards and cross-currency swaps, to minimize its exposure related to fluctuations in foreign currency exchange rates. As a matter of Company policy, the derivative instruments used in these activities are economic hedges and are not designated as hedges under ASC Topic 815Derivatives and Hedging ("ASC 815")primarily due to either the relatively short duration of the contract term or the effects of fluctuations in currency exchange rates are reflected concurrently in earnings for both the derivative instrument and the transaction and have an offsetting effect. 

Foreign Currency Exchange Contractscurrency exchange contracts - Ria Operations and Corporate

In the United States, the Company uses short-duration foreign currency forward contracts, generally with maturities up to 14 days, to offset the fluctuation in foreign currency exchange rates on the collection of money transfer funds between initiation of a transaction and its settlement. Due to the short duration of these contracts and the Company’s credit profile, the Company is generally not required to post collateral with respect to these foreign currency forward contracts. Most derivative contracts executed with counterparties in the U.S. are 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 Company had foreign currency forward contracts outstanding in the U.S. with a notional value of $275304.5 million and $246$222.1 million as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively. The foreign currency forward contracts consist primarily in Australian dollars, Canadian dollars, British pounds sterling, euro and Mexican pesos.


In addition, the Company uses forward contracts, typically with maturities from a few days to less than one year, to offset foreign exchange rate fluctuations on certain short-term borrowings that are payable in currencies other than the U.S dollar. The Company had foreign currency forward contracts outstanding with a notional value of $46304.5 million and $454$216.1 million as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively, primarily in euro.


14


Foreign Currency Exchange Contractscurrency exchange contracts - xe Operations

xe writes derivative instruments, primarily foreign currency forward contracts and cross-currency swaps, mostly with counterparties comprised of individuals and small-to-medium size businesses and derives a currency margin from this activity as part of its operations. xe aggregates its foreign currency exposures arising from customer contracts and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Foreign exchange revenues from xe's total portfolio of positions were $20.1$21.7 million and $58.544.2 million for the three and ninesix months ended SeptemberJune 30, 20212022, respectively, and $14.4compared to $19.9 million and $45.7$38.4 million for the three and nine months ended September 30, 2020,the same periods in 2021, respectively. All of the derivative contracts used in the Company's xe operations are economic hedges and are not designated as hedges under ASC 815The duration of these derivative contracts is generally less than one year.

The fair value of xe's total portfolio of positions can change significantly from period to period based on, among other factors, market movements and changes in customer contract positions. xe manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. It mitigates this risk by entering into contracts with collateral posting requirements and/or by performing financial assessments prior to contract execution, conducting periodic evaluations of counterparty performance and maintaining a diverse portfolio of qualified counterparties. xe does not expect any significant losses from counterparty defaults.


The aggregate equivalent U.S. dollar notional amount of foreign currency derivative customer contracts held by the Company in its xe operations as of SeptemberJune 30, 20212022 and December 31, 20202021 was approximately $1.1$0.9 billion and $1.3$1.0 billion, respectively. The significant majority of customer contracts are written in major currencies such as the euro, U.S. dollar, British pounds sterling, Australian dollar and New Zealand dollar.


Balance Sheet Presentation


The following table summarizes the fair value of the derivative instruments as recorded in the Consolidated Balance Sheets as of the dates below:

 Asset Derivatives Liability Derivatives Asset Derivatives Liability Derivatives
   Fair Value   Fair Value   Fair Value   Fair Value
(in thousands) Balance Sheet Location September 30, 2021 December 31, 2020 Balance Sheet Location September 30, 2021 December 31, 2020 Balance Sheet Location June 30, 2022 December 31, 2021 Balance Sheet Location 
June 30,
2022
 December 31, 2021
Derivatives not designated as hedging instruments                        
Foreign currency exchange contracts Other current assets $31,160
 $80,879
 Other current liabilities $(25,498) $(65,905) Other current assets $65,802
 $27,582
 Other current liabilities $(51,074) $(23,285)

The following tables summarize the gross and net fair value of derivative assets and liabilities as of SeptemberJune 30, 20212022 and December 31, 20202021 (in thousands):

Offsetting of Derivative Assets
        Gross Amounts Not Offset in the Consolidated Balance Sheet  
As of September 30, 2021 Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amounts
Derivatives subject to a master netting arrangement or similar agreement $31,160
 $0—
 $31,160
 $(12,780) $(2,616) $15,764

            
As of December 31, 2020            
Derivatives subject to a master netting arrangement or similar agreement $80,879
 $0—
 $80,879
 $(44,893) $(2,778) $33,208
        Gross Amounts Not Offset in the Consolidated Balance Sheet  
As of June 30, 2022 Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amounts
Derivatives subject to a master netting arrangement or similar agreement $65,802
 $0—
 $65,802
 $(35,062) $(5,914) $24,826
             
As of December 31, 2021            
Derivatives subject to a master netting arrangement or similar agreement $27,582
 $0—
 $27,582
 $(14,875) $(2,284) $10,423


Offsetting of Derivative Liabilities 

       Gross Amounts Not Offset in the Consolidated Balance Sheet         Gross Amounts Not Offset in the Consolidated Balance Sheet  
As of September 30, 2021 Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Paid Net Amounts
As of June 30, 2022 Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Paid 
Net Amounts
Derivatives subject to a master netting arrangement or similar agreement $(25,498) $0—
 $(25,498) $12,780
 $825
 $(11,893) $(51,074) $0—
 $(51,074) $35,062
 $1,850
 
$
(14,162
)
                        
As of December 31, 2020            
As of December 31, 2021            
Derivatives subject to a master netting arrangement or similar agreement $(65,905) $0—
 $(65,905) $44,893
 $12,272
 $(8,740) $(23,285) $0—
 $(23,285) $14,875
 $640
 $(7,770)

See Note 11, Fair Value Measurements, for the determination of the fair values of derivatives. 

Income Statement Presentation

The following table summarizes the location and amount of gains and losses on derivatives in the Consolidated Statements of OperationsIncome for the three and nine six months ended SeptemberJune 30, 20212022 and 20202021:

  
Amount of Gain (Loss) Recognized in Income on Derivative Contracts (a) Amount of Loss Recognized in Income on Derivative Contracts (a)
 Location of Gain (Loss) Recognized in Income on Derivative Contracts
Three Months Ended
September 30,


Nine Months Ended September 30,

 Location of Loss Recognized in Income on Derivative Contracts 
Three Months Ended

June 30,

Six Months Ended
June 30,

(in thousands) 
2021


2020


2021 2020 2022 2021

2022



2021

Foreign currency exchange contracts - Ria Operations Foreign currency exchange gain (loss), net
$
388


$(4,060)
$1,835 $(4,283) Foreign currency exchange loss, net $8,064 $3,915
$12,369


$1,447

(a) The Company enters into derivative contracts such as foreign currency exchange forwards and cross-currency swaps as part of its xe operations. These derivative contracts are excluded from this table as they are part of the broader disclosure of foreign currency exchange revenues for this business discussed above. 

See Note 11, Fair Value Measurements, for the determination of the fair values of derivatives. 

(11) FAIR VALUE MEASUREMENTS


Fair value measurements used in the unaudited 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 September 30, 2021   As of June 30, 2022
(in thousands) Balance Sheet Classification 
Level 1
 
Level 2
 
Level 3
 Total Balance Sheet Classification 
Level 1
 
Level 2
 
Level 3
 Total
Assets                  
Foreign currency exchange contracts Other current assets $0—
 $31,160
 $0—
 $31,160
 Other current assets $0—
 $65,802
 $0—
 $65,802
Liabilities                  
Foreign currency exchange contracts Other current liabilities $0—
 $(25,498) $0—
 $(25,498) Other current liabilities $0—
 $(51,074) $0—
 $(51,074)
 As of December 31, 2020 As of December 31, 2021
(in thousands) Balance Sheet Classification 
Level 1
 
Level 2
 
Level 3
 Total Balance Sheet Classification 
Level 1
 
Level 2
 
Level 3
 Total
Assets                  
Foreign currency exchange contracts Other current assets $0—
 $80,879
 $0—
 $80,879
 Other current assets $0—
 $27,582
 $0—
 $27,582
Liabilities                    
Foreign currency exchange contracts Other current liabilities $0—
 $(65,905) $0—
 $(65,905) Other current liabilities $0—
 $(23,285) $0—
 $(23,285)

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt obligations approximate fair values due to their short maturities. The carrying values of the Company’s revolving credit agreements approximate fair values because interest is based on LIBOR that resets at various intervals of less than one year. The Company estimates the fair value of the Convertible Notes and Senior Notes using quoted prices in inactive markets for identical liabilities (Level 2). As of SeptemberJune 30, 2021,2022, the fair values of the Convertible Notes and Senior Notes were $603.1$513.6 million and $710.3$550.0 million, respectively, with carrying values of $464.2$525.0 million and $694.9$628.9 million, respectively.

(12) SEGMENT INFORMATION

Euronet’sOur reportable operating segments have been determined in accordance with ASC Topic 280, Segment Reporting ("ASC 280”280"). The CompanyWe currently operatesoperate in the following 3 reportable operating segments:



  1. 1) Through the EFT Processing Segment, the Company processeswe process transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and the United States and Africa. The Company providesStates. We provide comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and debitprepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value added services. Through this segment, the Companywe also offersoffer a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

    17



    2) Through the
    epay

  2. Through the epay Segment, the Company provideswe provide distribution, processing and collection services for electronic payment products, and prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the U.S., South America and SouthNorth America.



  3. 3) Through the Money Transfer Segment, the Company provideswe provide global money transfer services under the brand names Ria, AFEX, IME, and xe. Ria, AFEX, and IME provide global consumer-to-consumer money transfer services through a network of sending agents, Company-owned stores and Company-owned websites, disbursing money transfers through a worldwide correspondent network. xe offers account-to-account international payment services to high-income individuals and small-to-medium sized businesses. xe is also a provider of foreign currency exchange information. The CompanyWe also offersoffer 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. Furthermore, xe provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses. 
In addition, the Company accountswe account for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in itsour administrative division, “Corporate"Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company’sour reportable operating segments. 


The following tables present the Company’sour reportable segment results for the three and nine six months ended SeptemberJune 30, 20212022 and 2020:2021:
  For the Three Months Ended September 30, 2021
(in thousands) 
EFT
Processing

epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated
Total revenues $227,129

$238,319
 $353,451
 $(2,339) $816,560
Operating expenses:  
       
Direct operating costs 106,321

180,206
 200,231
 (2,320) 484,438
Salaries and benefits 23,665

20,104
 65,285
 10,367
 119,421
Selling, general and administrative 11,301

9,802
 41,533
 1,662
 64,298
Depreciation and amortization 22,640

2,253
 8,897
 119
 33,909
Total operating expenses 163,927

212,365
 315,946
 9,828
 702,066
Operating income (expense) $63,202
$25,954
 $37,505
 $(12,167) $114,494
  
For the Three Months Ended June 30, 2022
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated
Total revenues $249,030 $227,706 $368,459 $(1,886) $843,309
Operating expenses:          
Direct operating costs, exclusive of depreciation 123,758 173,655 205,063 (1,814) 500,662
Salaries and benefits 27,693 19,772 67,977 15,866 131,308
Selling, general and administrative 17,004 8,277 46,361 2,607 74,249
Depreciation and amortization 25,745 1,616 8,546 106 36,013
Total operating expenses 194,200 203,320 327,947 16,765 742,232
Operating income (loss)
 $54,830 $24,386 $40,512 $(18,651) $101,077

 
 
For the Three Months Ended September 30, 2020
(in thousands)
 
EFT
Processing
 
epay
 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 
Consolidated
Total revenues
 
$
144,062

 
$
198,939

 
$
323,092

 
$
(1,742)
 
$
664,351
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Direct operating costs
 
82,626

 
149,993

 
176,718

 
(1,739)
 
407,598
Salaries and benefits
 
25,182

 
16,108

 
52,035

 
8,252

 
101,577
Selling, general and administrative 
 
8,577

 
8,455

 
36,601

 
1,592

 
55,225
Goodwill and acquired intangible assets impairment
0—

0—

1,467

0—

1,467
Depreciation and amortization 
 
21,516

 
2,134

 
8,645

 
117

 
32,412
Total operating expenses
 
137,901

 
176,690

 
275,466

 
8,222

 
598,279
Operating income (expense)
 
$
6,161
 
$
22,249

 
$
47,626
 
$
(9,964)
 
$
66,072
 For the Nine Months Ended September 30, 2021 
For the Three Months Ended June 30, 2021
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated 
EFT
Processing
 epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated
Total revenues $427,687
 $724,540
 $1,037,659
 $(5,970) $2,183,916
 $113,482 $243,918 $359,308 $(2,022) $714,686
Operating expenses:                    
Direct operating costs 258,614
 547,828
 589,273
 (5,945) 1,389,770
Direct operating costs, exclusive of depreciation 82,681 184,989 205,164 (2,018) 470,816
Salaries and benefits 71,334
 59,248
 188,535
 37,043
 356,160
 24,098 19,775 62,710 14,488 121,071
Selling, general and administrative 33,062
 28,594
 115,975
 4,562
 182,193
 9,799 9,772 38,326 1,222 59,119
Depreciation and amortization 66,907
 6,524
 26,886
 412
 100,729
 22,240 2,147 9,026 146 33,559
Total operating expenses  429,917
 642,194
 920,669
 36,072
 2,028,852
 138,818 216,683 315,226 13,838 684,565
Operating (loss) income $(2,230) $82,346
 $116,990
 $(42,042) $155,064
Operating income (loss)
 $(25,336) $27,235 $44,082 $(15,860) $30,121



 
 
For the Nine Months Ended September 30, 2020
(in thousands)
 
EFT
Processing
 
epay
 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 
Consolidated
Total revenues
 
$
368,375

 
$
559,413

 
$
852,189

 
$
(3,916)
 
$
1,776,061
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Direct operating costs
 
232,627

 
424,123

 
464,216

 
(3,901)
 
1,117,065
Salaries and benefits
 
68,562

 
46,996

 
154,958

 
23,253

 
293,769
Selling, general and administrative
 
29,033

 
25,928

 
108,355

 
6,017

 
169,333
Goodwill and acquired intangible assets impairment
21,861

0—

84,160

0—

106,021
Depreciation and amortization
 
61,772

 
5,629

 
25,793

 
276

 
93,470
Total operating expenses
 
413,855

 
502,676

 
837,482

 
25,645

 
1,779,658
Operating (loss) income
 
$
(45,480)
 
$
56,737

 
$
14,707
 
$
(29,561)
 
$
(3,597)

 

 
For the Six Months Ended June 30, 2022
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated
Total revenues $394,601 $463,544 $707,425 $(3,794) $1,561,776
Operating expenses:          
Direct operating costs, exclusive of depreciation 217,095 351,975 393,460 (3,715) 958,815
Salaries and benefits 52,937 39,949 135,202 29,985 258,073
Selling, general and administrative 28,118 17,717 87,398 4,872 138,105
Depreciation and amortization 48,088 3,312 17,388 215 69,003
Total operating expenses 346,238 412,953 633,448 31,357 1,423,996
Operating income (loss)
 $48,363 $50,591 $73,977 $(35,151) $137,780


  
For the Six Months Ended June 30, 2021
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 
Corporate Services,
Eliminations
and Other
 Consolidated
Total revenues $200,558 $486,221 $684,208 $(3,631) $1,367,356
Operating expenses:          
Direct operating costs 152,293 367,622 389,042 (3,625) 905,332
Salaries and benefits 47,669 39,144 123,250 26,676 236,739
Selling, general and administrative 21,761 18,792 74,442 2,900 117,895
Depreciation and amortization 44,267 4,271 17,989 293 66,820
Total operating expenses 265,990 429,829 604,723 26,244 1,326,786
Operating income (loss)
 $(65,432) $56,392 $79,485 $(29,875) $40,570


The following table presents the Company’sour total assets by reportable segment:

 Total Assets as of
(in thousands)
June 30,
2022
 December 31, 2021
EFT Processing$2,463,591 $1,682,680
epay727,248 1,234,074
Money Transfer1,679,328 1,621,726
Corporate Services, Eliminations and Other325,351 205,796
   Total  $5,195,518 $4,744,276
 Total Assets as of
(in thousands)September 30, 2021 December 31, 2020
EFT Processing$1,834,405
 $1,541,610
epay912,934
 1,135,204
Money Transfer1,625,178
 1,755,651
Corporate Services, Eliminations and Other153,801
 494,246
   Total  $4,526,318
 $4,926,711

19


 

The following table presents the Company'sour revenues disaggregated by segment and region. Sales and usage-based taxes are excluded from revenues. The Company believesWe believe disaggregation by segment and region best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The disaggregation of revenues by segment and region is based on management's assessment of segment performance together with allocation of financial resources, both capital and operating support costs, on a segment and regional level. Both segments and regions benefit from synergies achieved through concentration of operations and are influenced by macro-economic, regulatory and political factors in the respective segment and region.   
  
For the Three Months Ended September 30, 2021

For the Nine Months Ended September 30, 2021

(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 Total
EFT
Processing


epay

Money
Transfer


Total
Europe $183,163
 $150,465
 $145,813
 $479,441

$303,134

$475,933

$428,258

$1,207,325
North America 16,341
 35,876
 169,473
 221,690


46,010


104,318


492,099


642,427
Asia Pacific 27,381
 39,303
 24,588
 91,272


78,110


111,998


79,581


269,689
Other 244
 12,675
 13,577
 26,496


433


32,291


37,721


70,445
Eliminations  0—
 0—
 0—
 (2,339)

0—


0—


0—


(5,970)
Total $227,129
 $238,319
 $353,451
 $816,560

$427,687

$724,540

$1,037,659

$2,183,916

  
For the Three Months Ended June 30, 2022
For the Six Months Ended June 30, 2022
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 Total
EFT
Processing
epay
Money
Transfer
Total
Europe $199,275 $140,293 $148,561 $488,129$296,474$290,687$288,670$875,831
North America 16,635 32,960 179,656 229,25133,80365,604338,388437,795
Asia Pacific 32,316 40,984 27,091 100,39162,75181,78353,709198,243
Other 804 13,469 13,151 27,4241,57325,47026,65853,701
Eliminations 0— 0— 0— (1,886)0—0—0—(3,794)
Total $249,030 $227,706 $368,459 $843,309$394,601$463,544$707,425$1,561,776


  
For the Three Months Ended June 30, 2021
For the Six Months Ended June 30, 2021
(in thousands) 
EFT
Processing
 epay 
Money
Transfer
 Total
EFT
Processing
epay
Money
Transfer
Total
Europe $73,109 $160,560 $149,606 $383,275$119,971$325,468$282,445$727,884
North America 15,203 34,601 170,324 220,12829,66968,442322,626420,737
Asia Pacific 25,035 38,377 26,524 89,93650,72972,69554,993178,417
Other 135 10,380 12,854 23,36918919,61624,14443,949
Eliminations 0— 0— 0— (2,022)0—0—0—(3,631)
Total $113,482 $243,918 $359,308 $714,686$200,558$486,221$684,208$1,367,356


 
 
For the Three Months Ended September 30, 2020


For the Nine Months Ended September 30, 2020

(in thousands)
 
EFT
Processing

 
epay

 
Money
Transfer

 
Total



EFT
Processing


epay


Money
Transfer


Total

Europe
 
$
107,182

$
131,330
 
$
127,399
 
$
365,911

$251,583

$368,101

$317,187

$936,871
North America
 
14,318

32,645
 
152,195
 
199,158


42,461


102,603


422,980


568,044
Asia Pacific
 
22,562

26,679
 
34,036
 
83,277


74,327


69,916


91,116


235,359
Other
 
0—

8,285
 
9,462
 
17,747


4


18,793


20,906


39,703
Eliminations
 
0—

0—
 
0—
 
(1,742)

0—


0—


0—


(3,916)
Total
 
$
144,062

$
198,939
 
$
323,092
 
$
664,351

$368,375

$559,413

$852,189

$1,776,061

(13) INCOME TAXES


Our effective income tax rate was 23.6%26.7% and 35.8%36.7% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 27.2%58.9% and (55.9)%99.9% for the the three and ninesix months ended September June 30, 2020, respectively.2021, respectively. Our effective income tax rate for the three and ninesix months ended SeptemberJune 30, 20212022 was higher than the applicable statutory income tax rate of 21%21% aass a result of certain foreign earnings being subject to higher local statutory tax rates, the non-recognition of tax benefits from losses in certain foreign countries where we have a limited history of profitable earnings and as a result of an increase in the valuation allowance in certain jurisdictions relating to the reversal of tax benefits recognized in the first quarter of 2021 for continuing net operating losses.Our effective income tax rate for the three and nine months ended September 30, 2020 was different than the applicable statutory income tax rate of 21% primarily due to the non-deductible goodwill impairment charge during the second quarter of 2020 and as a result of an increase in the valuation allowance in certain jurisdictions relating to the reversal of tax benefits recognized in the first and second quarters of 2020 for net operating losses in those jurisdictions which have a limited history of profitable earnings.

(14) COMMITMENTS


As of SeptemberJune 30, 2021, the Company2022, we had $85.3$80.4 million of stand-by letters of credit/bank guarantees issued on itsour behalf, of which $57.9$53.8 million are outstanding under the Credit Facility. The remaining stand-by letters of credit/bank guarantees are collateralized by $3.7$3.4 million of cash deposits held by the respective issuing banks.
Under certain circumstances, Euronet grantswe grant guarantees in support of obligations of subsidiaries. As of SeptemberJune 30, 2021, the Company2022, we had granted off balance sheet guarantees for cash in various ATM networks amounting to $11.4$10.5 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $39.4$41.2 million over the terms of agreements with theour customers.

1820


From time to time, the Company enterswe enter into agreements with commercial 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'sOur 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. As of September 30, 2021, the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $719 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, the 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;

  • 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 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

  • 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
    • In connection with contracts with financial institutions in the EFT Processing Segment, we are responsible for damage to ATMs and theft of ATM network cash. As of June 30, 2022, the balance of such cash used in our ATM networks for which we were responsible was approximately $477.9 million. We maintain insurance policies to  mitigate this exposure;
    • In connection with contracts with financial institutions in the EFT Processing Segment, we are responsible for losses suffered by our customers and other parties as a result of the breach of our computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through our processing systems. We maintain insurance policies to mitigate this exposure;
    • In connection with the license of proprietary systems to customers, we provide 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;
    • We have entered into purchase and service agreements with vendors and consulting agreements with providers of consulting services, pursuant to which we have agreed to indemnify certain of such vendors and consultants, respectively, against third-party claims arising from our use of the vendor’s product or the services of the vendor or consultant;
    • In connection with acquisitions and dispositions of subsidiaries, operating units and business assets, we have 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 us, we have agreed to indemnify the seller against third 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 us, we have 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
    • We have entered into agreements with certain third parties, including banks that provide fiduciary and other services to us or our benefit plans. Under such agreements, we have agreed to indemnify such service providers for third-party claims relating to carrying out their respective duties under such agreements.
The Company isWe are also required to meet minimum capitalization and cash requirements of various regulatory authorities in the jurisdictions in which the Company has money transferwe have operations. The Company hasWe have obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.

To date, the Company iswe are not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Companyus and, accordingly, no liabilities were recorded as of SeptemberJune 30, 20212022 or December 31, 2020.2021.

(15) LITIGATION AND CONTINGENCIES


From time to time, the Company iswe are a party to legal or regulatory proceedings arising in the ordinary course of itsour business. Currently, there are no legal proceedings or regulatory findings that management believes, either individually or in the aggregate, would have a material adverse effect on the Company'sour consolidated financial condition or results of operations. In accordance with U.S. GAAP, the Company recordswe 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 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. 


(16(16) LEASES

 

The Company entersWe enter into operating leases for ATM sites, office spaces, retail stores and equipment. The Company'sOur finance leases are immaterial. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease terms. 

The present value of lease payments is determined using the incremental borrowing rate based on information available at the lease commencement date. The Company recognizesWe recognize lease expense for these leases on a straight-line basis over the lease term.

Most leases include an option to renew, with renewal terms that can extend the lease terms. The exercise of lease renewal options is at the Company’sour sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease terms. The CompanyWe also hashave a unilateral termination right for most of the ATM site leases. Since the Company iswe are not reasonably certain not to exercise termination options, payments for ATM site leases with termination options subject to the short-term lease exemption are expensed in the period incurred and corresponding leases are excluded from the right of use lease asset and lease liability balances. Certain of the Company'sour lease agreements include variable rental payments based on revenues generated from the use of the leased location and certain leases include rental payments adjusted periodically for inflation. Variable lease payments are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed occurs and are excluded from the right of use assets and lease liabilities balances. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. 

Future Minimum Lease Paymentsminimum lease payments

Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of SeptemberJune 30, 20212022 are:
As of September 30, 2021

As of June 30, 2022
Maturity of Lease Liabilities (in thousands)
Operating Leases (1)
Operating Leases (1)
Remainder of 2021$12,459

202245,386
Remainder of 2022$23,650
2023
35,053
40,041
202425,704
30,569
202518,363
21,923
202615,380
Thereafter34,972
25,379
Total lease payments$171,937
$156,942
Less: imputed interest(2,438)(4,418)
Present value of lease liabilities$169,499
$152,524

(1)  Operating lease payments reflect the Company'sour current fixed obligations under the operating lease agreements. Certain ATM site leases contain termination options that grant the Company the option to terminate the lease prior to the stated term of the agreement. The Company includes the future minimum lease payments for these ATM site leases only to the extent that the termination option is not reasonably certain to be exercised.

Lease expense recognized in the Consolidated Statements of OperationsIncome is summarized as follows:  

Lease Expense 
(in thousands)
Income Statement Classification
Three Months Ended
September 30, 2021

Three Months Ended
September 30, 2020

Nine Months Ended
September 30, 2021

Nine Months Ended
September 30, 2020

Operating lease expenseSelling, general and administrative and Direct operating costs
$13,880
$14,694
$
41,884
$68,927
Short-term and variable lease expense Selling, general and administrative and Direct operating costs

34,808

26,429
 
84,279

47,390
Total lease expense 
$48,688
$41,123
$
126,163
$116,317
Lease Expense 
(in thousands)
Income Statement Classification
Three Months Ended
June 30, 2022
Three Months Ended
June 30, 2021
Six Months Ended
June 30, 2022
Six Months Ended
June 30, 2021
Operating lease expenseSelling, general and administrative and Direct operating costs
$
13,027$14,146$26,544$28,004
Short-term and variable lease expense Selling, general and administrative and Direct operating costs 30,21226,92159,93549,471
Total lease expense 
$
43,239$41,067$86,479$77,475

Other information about lease amounts recognized in the consolidated financial statements is summarized as follows: 

Lease Term and Discount Rate of Operating Leases As of SeptemberJune 30, 20212022
Weighted- average remaining lease term (years) 5.04.9
Weighted- average discount rate 2.262.3%


The following table presents supplemental cash flow and non-cash information related to leases.



Other Information (in thousands)
 
Nine Months Ended
September 30, 2021

Nine Months Ended
September 30, 2020

 
Six Months Ended
June 30, 2022
Six Months Ended
June 30, 2021
Cash paid for amounts included in the measurement of lease liabilities (a)
 $38,763

$66,402
 $26,116$26,321
Supplemental non-cash information on lease liabilities arising from obtaining ROU assets:   

  
ROU assets obtained in exchange for new operating lease liabilities $57,580

$64,149
 $21,492$49,270

         
(a) Included in Net cash provided by operating activities on the Company'sour Consolidated Statements of Cash Flows.

2123


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:
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 impacts from the COVID-19 pandemic; the effectswar in Europethe Ukraine and related economic sanctions; our ability to successfully integrate the operations of the U.K.'s departure from the E.U. andPiraeus Merchant Services; inflation; 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 breach of our computer systems or those of our customers or vendors, including our financial processing networks or those of other third parties; interruptions in any of our systems or those of our vendors or other third parties; 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, anti-terrorism, anti-bribery, sanctions, consumer and data protection and privacy and the European Union's General Data Protection Regulation, and Second Revised Payment Service Directive requirements; changes in laws and regulations affecting our business, including tax and immigration laws and any laws regulating payments, including DCC transactions, changes in our relationships with, or in fees charged by, our business partners; competition; the outcome of claims and other loss contingencies affecting Euronet; the cost of borrowing (including fluctuations in interest rates), availability of credit and terms of and compliance with debt covenants; and renewal of sources of funding as they expire and the availability of replacement funding and those 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, 20202021. Our Annual Report on Form 10-K is available on the SEC's EDGAR website at www.sec.gov, and copies may also be obtained by contacting the Company. Any forward-looking statements made in this Form 10-Q speak only as of the date of this report. Except as required by law, 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.
2224

OVERVIEW

COMPANY OVERVIEW, GEOGRAPHIC LOCATIONS AND PRINCIPAL PRODUCTS AND SERVICES

Euronet is 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"),ATM, POS, card outsourcing, card issuing and merchant acquiring services, software solutions, electronic distribution of prepaid mobile airtime, managed services and other electronic payment products, foreign currency exchange services and global money transfer services. We operate in the following three segments:




We have six processing centers in Europe, five in Asia Pacific and two in North America. We have 36 principal offices in Europe, 14 in Asia Pacific, 10 in North America, three in the Middle East, two in South America and one onein Africa. Our executive offices are located in Leawood, Kansas, USA. With approximately 73% 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 (for(for a further discussion, see Item 1A1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020)2021).


SOURCES OF REVENUES AND CASH FLOW

EuronetEuronet earns revenues and income primarily from 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 28%30% and 20%25% of total consolidated revenues for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, are 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 DCC transactions, domestic and international surcharge, foreign currency dispensing 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 cardless payment, banknote recycling, tax refund services, license fees, professional services and maintenance fees for proprietary application software and sales of related hardware.


2325


epay Segment
 — Revenues in the epay Segment, which represented approximately 29%27% and 33%30% of total consolidated revenues for the three and nine six months endedSeptember June 30, 2021,2022, respectively,aarere primarily derived from commissions earned from the distribution of electronic content, vouchers, and physical gifts and commissions or processing fees receivedreceived from mobile phone operators for the processing and distribution of prepaid mobile airtime and commissions earned fromairtime. Branded payments, which includes the distribution of other electronicdigital media content, vouchers,were 62% and physical gifts. The proportion 64%of epay Segment revenues earned fromfor the distribution of prepaid mobile phone time compared with other electronic products has decreased over time,three and digital media content now produces approximately 67%six months ended June 30, of epay Segment revenues. Other electronic content offered by this segment includes 2022. Branded payments include digital content such as music, games and software, as well as, other products including mobile wallets, prepaid long distance calling card plans, prepaid Internet plans, prepaid debit cards, gift cards, vouchers, transport payments, lottery payments, bill payment, and money transfer.

Money Transfer Segment — Revenues in the Money Transfer Segment, which represented approximately 43%44% and 47%45% of total consolidated revenues for the three and ninesix months endedSeptember June 30, 2021, respectively, a2022re, are primarily derived from transaction fees, as well as the margin earned from purchasing foreign currency at wholesale exchange rates and selling the foreign currency to customers at retail exchange rates. We have a sending agent network in place comprised of agents, customer service representatives, Company-owned stores, primarily in North America, Europe and Malaysia, and Ria, IME and xe branded websites, 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, which are recognized as direct operating costs at the time of sale.

We offer a money transfer product called Walmart-2-Walmart Money Transfer Service which allows customers to transfer money to and from Walmart stores in the U.S. Our Ria business executes the transfers with Walmart serving as both the sending agent and payout correspondent. Ria earns a lower margin from these transactions than its traditional money transfers; however, the arrangement has added a significant number of transactions to Ria's business. The agreement with Walmart establishes Ria as the only party through which Walmart will sell U.S. domestic money transfers branded with Walmart marks. The agreement is effective until April 2023.2026. Thereafter, it will automatically renew for subsequent one year-year terms unless either party provides notice to the contrary. The agreement imposes certain obligations on each party, the most significant being service level requirements by Ria and money transfer compliance requirements by Walmart. Any violation of these requirements by Ria could result in an obligation to indemnify Walmart or termination of the contract by Walmart. However, the agreement allows the parties to resolve disputes by mutual agreement without termination of the agreement.


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

The globalproduct markets in which we operate are large and fragmented, which poses both opportunities and challenges for our technology to disrupt new and existing competition. As an organization, our focus is on increasing our market presence through both physical (ATMs, POS terminals, company stores and agent correspondents) and digital assets and providing new and improved products and services for customers through all of our channels, which may in turn drive an increase in the number of transactions on our networks. Each of these opportunities also presents us with challenges, including differentiating our portfolio of products and services in highly competitive markets, the successful development and implementation of our software products and access to financing for expansion.

2426

3) The Money Transfer Segment opportunities include expanding our portfolio of products and services to new and existing customers around the globe, which in turn may lead to an increase in transaction volumes. The opportunities to expand are contingent on our ability to effectively leverage our network of bank accounts for digital money transfer delivery, maintaining our physical agent network, cross selling opportunities with our EFT and epay segments and our penetration into high growth money transfer corridors. The challenges inherit in these opportunities include maintaining compliance with all regulatory requirements, maintaining all required licenses, ensuring the recoverability of funds advanced to agents and the continued reliance on the technologies required to operate our business. The volume of transactions processed on our network is impacted by shifts in our customer base, which can change rapidly with worker migration patterns and changes in unbanked populations across the globe. Foreign regulations that impact cross-border migration patterns and the money transfer markets can significantly impact our ability to grow the number of transactions on our network.


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. An inability to continue to effectively manage expansion could have a material adverse effect on our business, growth, financial condition or 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. 


COVID-19

The outbreak of the COVID-19 (coronavirus) pandemic has resulted in varying degrees of border and business closures, travel restrictions and other social distancing orders in most of the countries where we operate during the three and ninesix months ended June 30,September 30, 2021 2022 and 20202021. These types of orders were first put into effect in late February 2020 or early March 2020. As the number and rate of new cases has fluctuated in various locations around the global,globe, the closures, restrictions and other social distancing orders have been modified, rescinded and/or re-imposed. Although vaccines for COVID-19 are widely available, in the U.S. and the European Union, their availability is still limited in many partsa significant portion of the world where we operate. In addition, the rate of acceptancepopulation remains unvaccinated and long term effectiveness of the vaccines, especially against new variants, areis still unknown. The EFT Segment has experienced declines in certain transaction volumes due to these restrictions, especially high-margin cross-border transactions. The epay Segment has experienced the impacts of consumer movement restrictions in certain markets, while other markets have been positively impacted where we have a higher mix of digital distribution or a higher concentration of retailers that are deemed essential and have remained open during the pandemic. The Money Transfer Segment continues to be impacted by the pandemic-related restrictions in certain markets that limit customers' ability to access our network of company-owned stores and agents. 
agents as well as certain restrictions that may impact immigrant laborers.
In response to the COVID-19 pandemic driven impacts, we implemented several key measures to offset the impact across the business, including re-negotiating certain third party contracts, reducing travel, decreasing capital expenditures, and increasing the number of seasonal ATM deactivations (placing them in dormancy status, terminating, or re-negotiating) in more sites and more markets.


2527


SEGMENT SUMMARY RESULTS OF OPERATIONS

Revenues and operating income by segment for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 are summarized in the tables below:

  
Revenues for the Three Months Ended June 30,
 Year-over-Year Change
Revenues for the Six Months Ended June 30,
Year-over-Year Change
(dollar amounts in thousands) 
2022
 
2021
 
Increase(Decrease)
Amount
 
Increase
(Decrease)
Percent
20222021
Increase(Decrease)
Amount
Increase
(Decrease)
Percent
EFT Processing $
249,030
 $
113,482
 $
135,548
 
119
%$394,601$200,558$194,04397%
epay 
227,706
 
243,918
 
(16,212
) 
(7)
%463,544486,221(22,677)(5)%
Money Transfer  
368,459
 
359,308
 
9,151
 
3
%707,425684,20823,2173%
   Total 845,195 716,708 128,487 18%1,565,5701,370,987194,58314%
Corporate services, eliminations and other 
(1,886
) 
(2,022
) 
136
 
(7)
%(3,794)(3,631)(163)4%
Total $
843,309
 $
714,686
 $
128,623
 
18
%$1,561,776$1,367,356$194,42014%

  
Revenues for the Three Months Ended 
September 30,
 Year-over-Year Change

Revenues for the Nine Months Ended

 September 30,


Year-over-Year Change
(dollar amounts in thousands) 2021 2020 
Increase
(Decrease)
Amount
 
Increase
(Decrease)
Percent

2021

2020


Increase
(Decrease)
Amount

Increase
(Decrease)
Percent

EFT Processing $
227,129
 $
144,062
 $
83,067
58
%
$427,687
$368,375
$59,31216%
epay 
238,319
 
198,939
 
39,380
20
%

724,540

559,413

165,12730%
Money Transfer  
353,451
 
323,092
 
30,359
9
%

1,037,659

852,189

185,47022%
Total  
818,899
 
666,093
 
152,806
23
%

2,189,886

1,779,977

409,90923
%
Corporate Services, Eliminations and Other 
(2,339
)
(1,742
)
(597
)
34
%

(5,970)
(3,916)
(2,054)52
%
Total $
816,560
 $
664,351
 $
152,209
23
%
$2,183,916
$1,776,061
$407,85523%
  
Operating Income (Expense) for the Three Months Ended
September
30,
 Year-over-Year Change
Operating (Loss) Income for the Nine Months Ended  
September
30,


Year-over-Year Change
(dollar amounts in thousands) 2021 2020 
Increase
(Decrease)
Amount
 
Increase
(Decrease)
Percent

2021
2020

Increase
(Decrease)
Amount

Increase
(Decrease)
Percent

EFT Processing $
63,202
$
6,161
$
57,041
926
%
$(2,230)$(45,480)$43,250(95)%
epay 
25,954
 
22,249
 
3,705
17
%

82,346

56,737

25,60945%
Money Transfer  
37,505
 
47,626
(10,121
)
(21)
%

116,990

14,707
102,283695%
Total 
126,661
 
76,036
50,625
67
%

197,106

25,964
171,142659
%
Corporate Services, Eliminations and Other 
(12,167
)
(9,964
)
(2,203
)
22
%

(42,042)

(29,561)
(12,481)
42
%
Total $
114,494
 $
66,072
$
48,422
73
%
$155,064
$(3,597)$158,661
(4,411)%
  
Operating Income (Loss) for the Three Months Ended June 30,
 Year-over-Year Change
Operating Income (Loss) for the Six Months Ended June 30,
Year-over-Year Change
(dollar amounts in thousands) 
2022
 
2021
 
Increase(Decrease)
Amount
 
Increase
(Decrease)
Percent
2022
2021
Increase(Decrease)
Amount
Increase
(Decrease)
Percent
EFT Processing $
54,830
 $
(25,336
) $
80,166
 
316
%$48,363$(65,432)$113,795174%
epay 
24,386
 
27,235
 
(2,849
) 
(10)
%50,59156,392(5,801)(10)%
Money Transfer  
40,512
 
44,082
 
(3,570
) 
(8)
%73,97779,485(5,508)(7)%
Total 
119,728
 
45,981
 
73,747
 
160
%172,93170,445102,486145%
Corporate services, eliminations and other 
(18,651
) 
(15,860
) 
(2,791
) 
18
%(35,151)(29,875)(5,276)18%
Total $
101,077
 $
30,121
 $
70,956
 
236
%$137,780$40,570$97,210240%
28



Impact of changes in foreign currency exchange rates 


Our revenues and local expenses are recorded in the functional currencies of our operating entities, and then are translated into U.S. dollars for reporting purposes; therefore, amounts we earn outside the U.S. are negatively impacted by a stronger U.S. dollar and positively impacted by a weaker U.S. dollar. If significant, in our discussion we will refer to the impact of fluctuations in foreign currency exchange rates in our comparison of operating segment results. 

26

To provide further perspective on the impact of foreign currency exchange rates, the following table shows the changes in values relative to the U.S. dollar of the currencies of the countries in which we have our most significant operations:
  
Average Translation Rate
Three Months Ended September 30,
 


Average Translation Rate
Nine Months Ended September 30,



Currency (dollars per foreign currency) 2021 2020 Increase (Decrease) Percent
2021

2020
Increase
Percent
Australian dollar $0.7348
 $0.7149
 3%
$0.7589
$0.6768
12%
British pounds sterling $1.3783
 $1.2916
 7%
$1.3848
$1.2709
9%
euro $1.1787
 $1.1689
 1%
$1.1962
$1.1241
6%
Hungarian forint $0.0033
 $0.0033
 %
$0.0034
$0.0032
6%
Indian rupee $0.0135
 $0.0135
 %
$
0.0136
$
0.0135
1%
Malaysian ringgit $0.2385
 $0.2382
 0%
$0.2423
$0.2364
2%
New Zealand dollar $0.7007
 $0.6619
 6%
$0.7114
$
0.6383
11%
Polish zloty $0.2585
 $0.2633
 (2)%
$
0.2634
$0.2544
4%

  
Average Translation Rate
Three Months Ended June 30,

Average Translation Rate
Six Months Ended June 30,
 
Currency (dollars per foreign currency) 
2022

2021
Decrease
Percent
2022
 2021 
Decrease
Percent
Australian dollar $0.7151

$0.7695
(7)%$0.7194 $0.7710 (7)%
British pounds sterling $1.2574

$1.3971
(10)%$1.2994 $1.3880 (6)%
Canadian dollar$0.7837

$0.8141
(4)%$0.7866$0.8020(2)%
euro $1.0656

$1.2045
(12)%$1.0939 $1.2049 (9)%
Hungarian forint $0.0028

$0.0034
(18)%$0.0029 $0.0034 (15)%
Indian rupee $0.0130

$0.0136
(4)%$0.0131 $0.0136 (4)%
Malaysian ringgit $0.2302

$0.2424
(5)%$0.2344 $0.2443 (4)%
New Zealand dollar $0.6510

$0.7146
(9)%$0.6636 $0.7167 (7)%
Polish zloty $0.2296

$0.2662
(14)%$0.2364 $0.2659 (11)%

COMPARISON OF OPERATING RESULTS FOR THE THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30 2021 , 2022 AND 2020 

2021
EFT PROCESSING SEGMENT

The following table summarizes the results of operations for our EFT Processing Segment for the three and ninesixmonths endedJune 30, 2022 September 30, 2021and and 20202021:

 
Three Months Ended
September 30,
 Year-over-Year Change
Nine Months Ended
September 30,

Year-over-Year Change 
Three Months Ended
June 30,
 Year-over-Year Change
Six Months Ended
June 30,
Year-over-Year Change
(dollar amounts in thousands) 
2021
 
2020
 Increase (Decrease) Amount 
Increase
(Decrease) Percent

2021
2020
Increase (Decrease) Amount
Increase
(Decrease) Percent
 
2022
 
2021
 Increase (Decrease) Amount 
Increase
(Decrease) Percent
20222021Increase (Decrease) Amount
Increase
(Decrease) Percent
Total revenues $
227,129

 $
144,062

 $
83,067

 
58
%
$427,687
$368,375
$59,312
16% $
249,030
 $
113,482
 $
135,548
 
119
%$394,601$200,558$194,04397%
Operating expenses:        




        
Direct operating costs 
106,321

 
82,626

 
23,695

 
29
%

258,614
232,627
25,987
11% 
123,758
 
82,681
 
41,077
 
50
%217,095152,29364,80243%
Salaries and benefits 
23,665

 
25,182

 
(1,517
) 
(6)
%

71,334
68,562
2,772
4% 
27,693
 
24,098
 
3,595
 
15
%52,93747,6695,26811%
Selling, general and administrative 
11,301

 
8,577

 
2,724

 
32
%

33,062
29,033
4,029
14
%
 
17,004
 
9,799
 
7,205
 
74
%28,11821,7616,35729%
Goodwill impairment





n/a


21,861
(21,861)(100)%
Depreciation and amortization 
22,640

 
21,516

 
1,124

 
5
%

66,907

61,772

5,135
8% 
25,745
 
22,240
 
3,505
 
16
%48,08844,2673,8219%
Total operating expenses 
163,927

 
137,901

 
26,026

 
19
%

429,917

413,855

16,0624
%
 
194,200
 
138,818
 
55,382
 
40
%346,238265,99080,24830%
Operating income (loss) $
63,202
 $
6,161
 $
57,041
 
926
%
$(2,230)$(45,480)$43,250(95)%
Operating income $
54,830
 $
(25,336
) $
80,166
 
316
%$48,363$(65,432)$113,795174%
Transactions processed (millions) 
1,173

 
910

 
263

 
29
%

3,086
2,374
712
30% 
1,573
 
988
 
585
 
59
%2,9021,91398952%
Active ATMs as of September 30, 
45,520

 
43,956

 
1,564

 
4
%

45,520
43,956
1,564
4%
Average active ATMs 
45,595

 
44,259

 
1,336

 
3
%

40,913
43,143
(2,230
)
(5)
%
Active ATMs as of June 30, 
50,178
 
43,559
 
6,619
 
15
%50,17843,5596,61915%
Average Active ATMs 
48,938
 
40,521
 
8,417
 
21
%46,16638,5737,59320%

Revenues

EFT Processing Segment total revenues were $227.1$249.0 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $83.1$135.5 million or 58%119% compared to the same period in 2020.2021. EFT Processing Segment total revenues were $427.7$394.6 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $59.3$194.0 million or 16%97%. The increase in revenues was primarily due to the increase in domestic and international cash withdrawal transactions resulting from the reduction of travel restrictions across Europe, the increase in low-value point-of-sale transactions in Europe and low-value payment processing transactions in Asia Pacific. Foreign currency movements decreased revenues by approximately $28.5 million and $37.0 million for the three and six months ended June 30, 2022, respectively, compared to the same period in 2020. 2021.
Beginning in the late first quarter of 2020, the COVID-19 related government-imposed border and business closures, travel restrictions and other orders significantly reduced tourism throughout Europe, which led to a significant decrease in high-margin cross-border transactions (DCC) and surcharge transactions from March through September of 2020. During 2021, we began increasing our estate of active ATMs as certain countries began easing COVID-19 restrictions; however, remaining cross-border travel patterns prevented our volume of DCC and surcharge transactions from returning to pre-COVID-19 levels. Revenues increased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to the reactivation of ATMs and increase in high-margin cross-border transaction volumes during 2021. Revenues increased for the nine months ended September 30, 2021 compared to the same period in 2020 as cross-border travel and corresponding DCC and surcharge revenues increased, partially offset by the nine months ended September 30, 2020 including two months of pre-COVID-19 level DCC and surcharge transaction volumes compared to the nine months ended September 30, 2021 which had various levels of restrictions throughout the entire nine month period. Foreign currency movements increased revenues by approximately $1.7 million and $12.0 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020.  

Average monthly revenues per ATM increased to $1,660$1,696 for the three months ended SeptemberJune 30, 20212022 compared to $1,085$934 for the same period in 2020.2021. Average monthly revenues per ATM increased to $1,162$1,425 for the ninesix months ended SeptemberJune 30, 20212022 compared to $949$867 for the same period in 2020. 2021Revenues per transaction increased to $0.19$0.16 for the three months ended SeptemberJune 30, 2022 30, 2021 compared to $0.16$0.11 for the same period in 2020.2021. Revenues per transaction decreasedincreased to $0.14 for the nine msixonths months ended SeptemberJune 30, 2021 2022 compared to $0.16 $0.10for the same period in 2020. For the three months ended 2021.September 30, 2021, the increase The increases in average monthly revenues per ATM and revenues per transaction were attributable to the easing of COVID-19 restrictions throughout Europe and corresponding increase in cross-border DCC and surcharge transactions, partially offset by a shift in the mix of our transaction volume as we experienced a significant increase in the volume of lower revenue transactions (processing bank wallet transactions and payments for e-commerce sites) primarily in our Asia Pacific region. For the nine months ended September 30, 2021, the average monthly revenues per ATM increased primarily due to the lower average ATM count as we modified our estateincrease in domestic and international cash withdrawal transactions resulting from the reduction in travel restrictions across Europe, partially offset by the increase in volume of ATMs beginninglow-value point-of-sale transactions in the second quarter of 2020,Europe and revenues per transaction decreased due to the effect of lower DCC and surcharge revenues during January and February of 2021 compared to January and February 2020 prior to COVID-19's initial emergence as well  as a shiftlow-value payment processing transactions in the mix of our transaction volume.Asia Pacific.

28

Table of Contents

Direct operating costs

EFT Processing Segment direct operating costs were $106.3$123.8 million for the three threemonths ended SeptemberJune 30, 20212022, an increase of $23.7$41.1 million or 29%50% compared to the same period in 2020. 2021.EFT Processing Segment direct operating costs were $258.6$217.1 million for the nine six months ended SeptemberJune 30, 20212022, an increase of $26.0$64.8 million or 11%43% compared to the same period in 2020.2021. Direct operating costs primarily consist of site rental fees, cash delivery costs, cash supply costs, maintenance, insurance, telecommunications, payment scheme processing fees, 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. processors.
30


For the three months ended September 30, 2021, theThe increase in direct operating costs was primarily due to the increase in the number of ATMs under management as there were fewer deactivated ATMs during the six months ended June 30, 2022 compared to the same period in Europe and the2021 resulting in an increase in transaction volumes. For the nine months ended September 30, 2021, the increase in direct operating costs was primarily due to the increase in transaction volumes, costs associated with modifying our estate of ATMs,ATM site rental fees and the weakening of the U.S. dollar.cash delivery costs. Foreign currency movements increaseddecreased direct operating costs by approximately $0.6$13.9 million and $9.3$19.5 million for the three and ninesix months ended SeptemberJune 30, 2021,2022 , respectively, compared to the same periods in 20202021.

Gross profit


Gross profit, which is calculated as revenues less direct operating costs, was $120.8$125.3 million for the three threemonths ended SeptemberJune 30, 2021,2022, an increase of $59.4$94.5 million or 97%307% compared to $61.4$30.8 million for the same period in 2020.2021. Gross profit, was $169.1$177.5 million for the nine six months ended SeptemberJune 30, 2021,2022, an increase of $33.4$129.2 million or 25%267% compared to $135.7$48.3 million for the same period in 2020.2021Gross profit as a percentage of revenues (“gross margin”) increased to 53.2%50.3% and 39.5%45.0% for the three and ninesix months ended September June 30, 2021,2022, respectively,, compared to 42.6%27.1% and 36.9% 24.1% for the same periods in 2020, respectively. For the three and nine months ended 2021September 30, 2021, the. The increase in gross profit and gross margin waswere primarily driven bydue to the increase in cross-borderincremental volume of transactions that were processed on our network relative to the fixed costs incurred, and overall increase in transaction volumes. 

the higher proportion of high value and high margin DCC transactions due to reduction of travel restrictions.

Salaries and benefits

Salaries and benefits expenses were $23.7$27.7 million for the three months ended SeptemberJune 30, 2021, a decrease2022, an increase of $1.5$3.6 million or 6%15% compared to the same period in 20202021. Salaries and benefits expenses were $71.3$52.9 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $2.8$5.3 million or 4%11% compared to the same period in 20202021. The increase is primarily due to an increase in salariesheadcount to support the growth of the business. Foreign currency movements in the countries in which we employ our workforce reduced these expenses by $3.5 million and benefits$5.0 million for the ninethree and six months ended SeptemberJune 30, 20212022, respectively, compared to the same period in 2020 was primarily driven by2021. As a percentage of revenues, these expenses decreased to 11.1% and 13.4%  $3.3for the three and six months ended June 30, 2022, respectively, compared to 21.2% and 23.8% for the same periods in 2021

Selling, general and administrative

Selling, general and administrative expenses were $17.0 million for the three months ended June 30, 2022, an increase from foreign currency movementsof $7.2 million or 74% compared to the same period in 2021. Selling, general and administrative expenses were $28.1 million for the countries where we employ our workforce.six months ended June 30, 2022, an increase of $6.4 million or 29% compared to the same period in 2021. As a percentage of revenues, these expenses decreased to 10.4%6.8% and 16.7% 7.1% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 17.5%8.6% and 18.6% 10.9% for the same periods in 2020, respectively2021.
 
Selling, general and administrative

Selling, generalDepreciation and administrativeamortization

Depreciation and amortization expenses were $11.3$25.7 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $2.7$3.5 million or 32%16% compared to the same period in 20202021.. Selling, general Depreciation and administrativeamortization expenses were $33.1$48.1 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $4.0$3.8 million or 14% 9% compared to the same period in 20202021.. The increase in these expenses is primarily driven by an increase in professional fees and travel related expenses. As a percentage of revenues, these expenses decreased to 5.0%10.3% and 7.712.2% for the three and nine msix months ended June 30, 2022onths ended September 30, 2021,, respectively, compared to 6.0%19.6% and 7.9%22.1% for the same periods in 2020, respectively2021.

Goodwill impairment

Due to the economic impacts of the COVID-19 pandemic, the Company recorded a $21.9 million non-cash goodwill impairment charge related to two reporting units during the second quarter of 2020. A $14.0 million non-cash goodwill impairment charge was recorded for Innova as a result of the decline in value added tax, or VAT, refund activity directly related to the decline in international tourism within the European Union, and a $7.9 million non-cash goodwill impairment charge was recorded for Pure Commerce related to the decline in international tourism in Asia Pacific.


29

Depreciation and amortization

Depreciation and amortization expenses were $22.6 million for the three months ended September 30, 2021, an increase of $1.1 million or 5% compared to the same period in 2020.Depreciation and amortization expenses were $66.9 million for the nine months ended September 30, 2021, an increase of $5.1 million or 8% compared to the same period in 2020. Foreign currency movements increased these expenses by $0.1 million and $2.9 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020, with the remainder of the increase driven by the acquisition of additional ATMs and software assets. As a percentage of revenues, these expenses decreased to 10.0% and 15.6% for the three and nine months ended September 30, 2021, respectively, compared to 14.9% and 16.8% for the same periods in 2020, respectively.

Operating income (loss)


EFT Processing Segment had operating income of $63.2$54.8 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $57.0$80.2 million or 926% 316% compared to the same period in 2021. EFT Processing Segment had operating income of $48.4 million for the six months ended June 30, 2022, an increase of  $113.8 million or 174% compared to the same period in 2020. EFT Processing Segment had an operating loss of ($2.2 million) for the nine months ended September 30, 2021 a decrease of $43.3 million or 95% compared to the operating loss in the same period in 2020Operating income (loss) as a percentage of revenues (“operating margin”) increased to 27.8%22.0% and 12.3%  and (0.5%) for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 4.3%(22.3%) and (12.3%(32.6%) for the same periods in 2020,2021, respectively. Operating income (loss) per transaction was $0.05less than $0.04 and $0.02 and ($0.00) for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022, compared to operating losses of ($0.01 and ($0.02)0.03) for the same periods in 2020, respectively2021For the three months ended September 30, 2021, the increasesThe increase in operating income, improved operating margin and increase in operating income per transaction were primarily driven by the easing of COVID-19 restrictions in limited regions where we operate. For the nine months ended September 30, 2021, the decrease in operating lossdue to increased volumes processed on our network, and increase in operating margin was primarily driven by the easing of COVID-19 restrictions in limited regions where we operate and the $21.9 million decrease in non-cash goodwill impairment charges, partially offset by the decrease in tourism in the months of January and February 2021associated revenues, compared to the same periods in the prior period.2021. 
31



EPAY SEGMENT

The following table presents the results of operations for the three and ninesix months endedSeptemberJune 30, 20212022 and 20202021 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
June 30,
 Year-over-Year Change
Six Months Ended
June 30,
Year-over-Year Change
(dollar amounts in thousands) 2021 
2020
 Increase Amount 
Increase
Percent

2021
2020

Increase Amount
Increase
Percent
 
2022
 
2021
 Increase (Decrease) Amount 
Increase
(Decrease) Percent
20222021Increase (Decrease) Amount
Increase
(Decrease) Percent
Total revenues $
238,319
 $
198,939
 $
39,380
 
20
%
$724,540
$559,413
$165,127
30% $
227,706
 $
243,918
 $
(16,212
) 
(7)
%$463,544$486,221$(22,677)(5)%
Operating expenses:        



        
Direct operating costs 
180,206
 
149,993
 
30,213
 
20
%

547,828
424,123
123,705
29% 
173,655
 
184,989
 
(11,334
) 
(6)
%351,975367,622(15,647)(4)%
Salaries and benefits 
20,104
 
16,108
 
3,996
 
25
%

59,248
46,996
12,252
26% 
19,772
 
19,775
 
(3
) 
%39,94939,1448052%
Selling, general and administrative 
9,802
 
8,455
 
1,347
 
16
%

28,594
25,928
2,666
10
%
 
8,277
 
9,772
 
(1,495
) 
(15)
%17,71718,792(1,075)(6)%
Depreciation and amortization 
2,253
 
2,134
 
119
 
6
%

6,524

5,629

895
16% 
1,616
 
2,147
 
(531
) 
(25)
%3,3124,271(959)(22)%
Total operating expenses 
212,365
 
176,690
 
35,675
 
20
%

642,194

502,676

139,518
28
%
 
203,320
 
216,683
 
(13,363
) 
(6)
%412,953429,829(16,876)(4)%
Operating income $
25,954
 $
22,249
 $
3,705
 
17
%
$82,346
$56,737
$25,609
45%
 $
24,386
 $
27,235
 $
(2,849
) 
(10)
%$50,591$56,392$(5,801)(10)%
Transactions processed (millions) 
811
 
661
 
150
 
23
%

2,266
1,692
574
34% 
1,116
 
788
 
328
 
42
%1,9801,45552536%
Revenues

epay Segment total revenues were $238.3$227.7 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $39.4($16.2) million or 20%(7%) compared to the same period in 2020. 2021. epay Segment total revenues were $724.5$463.5 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $165.1($22.7) million or 30%(5%) compared to the same period in 2020. The increase in revenues was primarily due to an increase in the number of transactions processed driven by continued digital media growth and the U.S. dollar weakening against key foreign currencies during 2021.2021. Foreign currency movements increased revenuesdecreased revenue by approximately $2.1 $20.5 million and $31.0$33.7 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to the same periods in 20202021.. The epay segment was impacted by COVID-19 pandemic-driven government-imposed lockdowns and business closures, primarily at retail outlets, which were offset by increases in digital media offerings in Asia and revenues derived from businesses that were classified as essential and remained open during the pandemic.

30

Table of Contents
Revenues per transaction decreased to $0.29$0.20 and $0.32$0.23 for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to $0.30$0.31 and $0.33 for the same periods in 2020, respectively2021. The decreasesdecrease in revenues per transaction werewas primarily driven bydue to the increase in the number of mobile transactions processed in a region where we generally earn lower revenues per transaction.

Direct operating costs

epay Segment direct operating costs were $180.2$173.7 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $30.2($11.3) million or 20%(6%) compared to the same period in 2020.2021epay Segment direct operating costs were $547.8$352.0 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $123.7($15.6) million or 29%(4%) compared to the same period in 2020.2021. Direct operating costs primarily consist of the commissions paid to retail merchants for the distribution and sale of prepaid mobile airtime and other prepaid products, expenses incurred to operate POS terminals and the cost of vouchers sold and physical gifts fulfilled. The increasesdecrease in direct operating costs werewas primarily due to the increase in transaction volumes of low-value mobile top-up transactions, an increase in retailer commissions$15.1 million and the U.S. dollar weakening against key$24.6 million decrease caused by foreign currencies during 2021. Foreign currency movements increased direct operating costs by approximately $1.6 million and $22.9 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to the same periods in 20202021.

Gross profit

Gross profit was $58.1$54.1 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $9.2 million($4.9 million) or 19%(8.3%) compared to $48.9$58.9 million for the same period in 2020.2021. Gross profit was $176.7$111.6 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $41.4 million($7.0 million) or 31%(5.9%) compared to $135.3$118.6 million for the same period in 2020.2021.Gross margin was decreased to 23.724.4%% and 24.1% for both the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 24.6%24.2% and 24.2%24.4% for the same periods in 2020, respectively2021. The increasedecrease in gross profit and gross margin is primarily driven bydue to decrease in revenues associated with the increaseshift in transaction volumes at relatively flat margins.

mix of transactions processed
.

32


Salaries and benefits

Salaries and benefits expenses were $20.1$19.8 million for the three months ended SeptemberJune 30, 2021, an increase of 2022$4.0 million or 25%, no change compared to the same period in 20202021. Salaries and benefits expenses were $59.2$39.9 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $12.3$0.8 million or 26%2% compared to the same period in 20202021The increase in salaries and benefits was primarily driven by an increase in headcount to support the growth of the business, partially offset by a $1.8 million and an increase in bonus expense. Foreign$2.9 million decrease from foreign currency movements in the countries where we employ our workforce increased these expenses by $0.3 million and $3.0 millionfor the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to the same periods in 2020.2021. As a percentage of revenues, these expenses were 8.4%increased to 8.7% and 8.2%8.6% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 8.1% and 8.4% for both of the same periods in 2020, respectively.
2021. 

Selling, general and administrative

Selling, general and administrative expenses were $9.8$8.3 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $1.3 million($1.5 million) or 16%(15%) compared to the same period in 20202021. Selling, general and administrative expenses were $28.6$17.7 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $2.7 million($1.1 million) or 10%(6%) compared to the same period in 2020. Foreign currency movements increased these expenses by $0.1 million and $1.6 million for the three and nine months ended September 30, 2021 respectively, compared to the same periods in 2020As.As a percentage of revenues, these expenses decreasedincreased to 4.1%3.6% and 3.8% for the three and six months ended June 30, 2022, respectively, compared to 4.0% and 3.9% for the three and nine months ended September 30, 2021, respectively, compared to 4.3% and 4.6% for the same periodsperiod in 2020, respectively.

2021.
Depreciation and amortization

Depreciation and amortization expenses were $2.3$1.6 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $0.1 million($0.5 million) or 6%(25%) compared to the same period in 2020.2021. Depreciation and amortization expenses were $6.5$3.3 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $0.9 million($1.0 million) or 16%(22%) compared to the same period in 20202021Depreciation and amortization expense primarily represents depreciation of POS terminals we install in retail stores and amortization of acquired intangible assets. As a percentage of revenues, these expenses decreased to 0.9%0.7% for both the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 1.1% and 1.0%0.9% for the same periods in 2020, respectively.2021.

31

Operating income

epay Segment operating income was $26.0$24.4 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $3.7 million($2.8 million) or 17%(10%) compared to the same period in 20202021. epay Segment operating income was $82.3$50.6 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $25.6 million($5.8 million) or 45% compared(10%) compared to the same period in 20202021Operating margin decreased to 10.9%10.7%  and increased to 11.4%10.9% for the three and ninesix months ended SeptemberJune 30, 20212022, respectively, respectively, compared to 11.2% and 10.1%11.6% for the same periods in 20202021, respectively.. Operating income per transaction wasdecreased to $0.02 and $0.03 and $0.04 for the three and ninesix months ended SeptemberJune 30, 2021, 2022, respectively compared to $0.03 and $0.04 for both of the same periodsperiod in 20212020.. The increasedecreases in operating income, and relatively flat operating margin and operating income per transaction for the three months ended SeptemberJune 30, 20212022 compared to the same period in 2020 was2021 were primarily due to an increasethe shift in the numbermix of overall transactions. The increases in operating income and operating margin for the nine months ended September 30, 2021 compared to the same period in transactions processed2020 was primarily due to an increase in the number of higher-margin digital media transactions..

33


MONEY TRANSFER SEGMENT

The following table presents the results of operations for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 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 June 30,
Year-over-Year ChangeSix Months Ended June 30, Year-over-Year Change
(dollar amounts in thousands) 2021 2020 Increase (Decrease) Amount 
Increase
(Decrease) Percent

2021
2020
Increase (Decrease) Amount
Increase
(Decrease) Percent
2022
2021
Increase (Decrease) Amount
Increase
(Decrease) Percent
2022
 
2021
 Increase (Decrease) Amount 
Increase
(Decrease) Percent
Total revenues $
353,451
 $
323,092
 $
30,359
 
9
%
$1,037,659
$852,189
$185,470
22%$368,459$359,308$9,151$3%$
707,425
 $
684,208
 $
23,217
 $
3
%
Operating expenses:        



       
Direct operating costs 
200,231
 
176,718
 
23,513
 
13
%

589,273
464,216
125,057
27%205,063205,164(101)(0)%
393,460
 
389,042
 
4,418
 
1
%
Salaries and benefits 
65,285
 
52,035
 
13,250
 
25
%

188,535
154,958
33,577
22%67,97762,7105,2678%
135,202
 
123,250
 
11,952
 
10
%
Selling, general and administrative 
41,533
 
36,601
 
4,932
 
13
%

115,975
108,355
7,620
7
%
46,36138,3268,03521%
87,398
 
74,442
 
12,956
 
17
%
Goodwill and acquired intangible assets impairment

1,467
(1,467)(100)%


84,160
(84,160)(100)%
Depreciation and amortization 
8,897
 
8,645
 
252
 3%

26,886

25,793

1,093
4%8,5469,026(480)(5)%
17,388
 
17,989
 
(601
) (3)%
Total operating expenses 
315,946
 
275,466
 
40,480
15
%

920,669

837,482

83,187
10
%
327,947315,22612,7214%
633,448
 
604,723
 
28,725
 
5
%
Operating income $
37,505
 $
47,626
$
(10,121
)
(21)
%
$116,990
$14,707$102,283
695%
$40,512$44,082$(3,570)$(8)%$
73,977
 $
79,485
 $
(5,508
) $
(7)
%
Transactions processed (millions) 
34.1
 
30.9
 
3.2
 
10
%

99.4
84.1
15.3
18%37.334.23.19%
70.7
 
65.3
 
5.4
 
8
%
Revenues

Money Transfer Segment total revenues were $353.5$368.5 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $30.4$9.2 million or 9%3% compared to the same period in 2020.2021. Money Transfer Segment total revenues were $1,037.7$707.4 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $185.5$23.2 million or 22%3% compared to the same period in 2020. 2021The increase in revenues was primarily due to increasesthe increase in U.S. outbound and international-originated money transfers, U.S. outbound transactions, and direct-to-consumer digital transactions, partially offset by decreasesa decrease in the U.S. domestic business and transactions in the Middle East region.transactions. Revenues per transaction decreased to $10.37$9.88 and increased to $10.44$10.00 for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to $10.46$10.51 and $10.13$10.48 for the same periods in 2020, respectively.2021 due to a shift in the mix of transactions processed. Foreign currency movements increaseddecreased revenues by approximately $3.2$22.5 million and $35.4$34.4 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to the same periods in 20202021.

Direct operating costs

Money Transfer Segment direct operating costs were $200.2$205.1 million for the three months ended SeptemberJune 30, 2021, an increase of 2022$23.5 million or 13%, were essentially flat compared to the same period in 2020.2021. Money Transfer Segment direct operating costs were $589.3$393.5 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $125.1$4.4 million or 27%1% compared to the same period in 2020.2021. Direct operating costs primarily consist of 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 was primarily due to the increase in the number of international-originated and U.S. outbound and international-originated money transfer transactions, and corresponding increase in agent commissions. Foreignpartially offset by foreign currency movements increasedthat decreased direct operating costs by approximately $1.6$11.4 million and $17.9$17.3 million for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to the same periods in 2020.
32


During the third quarter of 2021, the Company evaluated $40.8 million of deferred contract acquisition costs related to a large retail contract due to lower than expected cash flows. An undiscounted cash flow analysis was performed comparing the carrying amount of the deferred contract acquisition costs to the projected undiscounted cash flows. The undiscounted cash flows exceeded the carrying amount indicating no impairment at September 30, 2021.

2021.
Gross profit

Gross profit was $153.2$163.4 million for the three months ended June 30, 2022, an increase of $9.3 million or 6.0% compared to $154.1 million for the same period in 2021. Gross profit was $314.0 million for the six months ended June 30, 2022, an increase of $18.8 million or 6.4% compared to $295.2 million for the same period in 2021Gross margin increased to 44.3% and 44.4% for the three and six months ended June 30, 2022, respectively, compared to 42.9% and 43.1% for the same periods in 2021. The increase in gross profit and gross margin was primarily due to increases in international-originated money transfers, U.S. outbound money transfers and direct-to-consumer digital transactions
34


Salaries and benefits

Salaries and benefits expenses were $68.0 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $6.8$5.3 million or 5% compared to $146.4 million for the same period in 2020.Gross profit was $448.4 million for the nine months ended September 30, 2021, an increase of $60.4 million or 16% compared to $388.0 million for the same period in 2020. Gross margin decreased to 43.3% and 43.2% for the three and nine months ended September 30, 2021, respectively, compared to 45.3% and 45.5% for the same periods in 2020, respectively. The increase in gross profit is primarily attributable to the increase in transactions and the decrease in gross margin is primarily attributable to the increase in direct operating costs driven by increased agent commissions for the three and nine months ended September 30, 2021 compared to the same periods in 2020.

Salaries and benefits

Salaries and benefits expenses were $65.3 million for the three months ended September 30, 2021, an increase of $13.3 million or 25%8% compared to the same period in 20202021. Salaries and benefits expenses were $188.5$135.2 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $33.6$12.0 million or 22%10% compared to the same period in 20202021. The increase in salaries and benefits was primarily driven by an increase in headcount to support the growth of the business and an increase in bonus expense. Foreign currency movements in the countries where we employ our workforce increased these expenses by $0.9 million and $6.7 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020.business. As a percentage of revenues, these expenses increased to 18.5%18.4% and were flat at 18.2%19.1% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 16.1%17.5% and 18.2% 18.4% for the same periods in 2020, respectively2021.


Selling, general and administrative

Selling, general and administrative expenses were $41.5$46.4 million for the three months ended SeptemberJune 30, 2021,2022, an increase of $4.9$8.0 million or 13%21% compared to the same period in 20202021.Selling, general and administrative expenses were $116.0$87.4 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $7.6$13.0 million or 7%17% compared to the same period in 2020. 2021. The increase in these expenses iswas primarily driven bydue to an increase in professional feesmarketing expenses and travel related expenses. Foreign currency movements decreased these expenses by $0.1 million and increased these expenses by $4.9 million for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020As a percentage of revenues, these expenses increased to 11.8%12.6% and decreased to 11.2%12.4% for the three and ninesix months ended September
June 30, 2021,2022, respectively, compared to 11.3%10.7% and 12.7%10.9% for the same periods in 2020, respectively.
2021
.

Goodwill and acquired intangible assets impairment

Due to the economic impacts of the COVID-19 pandemic, the Company recorded an $82.7 million non-cash goodwill impairment charge related to the xe reporting unit during the second quarter of 2020. The non-cash goodwill impairment charge was recorded for xe as a result of declines in the international payments business stemming from economic uncertainty. During the third quarter of 2020, a $1.5 million non-cash acquired intangible asset impairment charge was recorded for xe on previously acquired customer relationship intangible assets due to the discontinuation of trading with certain customers during the quarter.

Depreciation and amortization

Depreciation and amortization expenses were $8.9$8.5 million for the three months ended SeptemberJune 30, 2021, an increase2022, a decrease of $0.3 million($0.5 million) or 3%(5%) compared to the same period in 2020.2021. Depreciation and amortization expenses were $26.9$17.4 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $1.1 million($0.6 million) or 4%(3%) compared to the same period in 20202021Depreciation and amortization primarily represents amortization of acquired intangible assets and depreciation of money transfer terminals, computers and software, leasehold improvements and office equipment. As a percentage of revenues, these expenses decreased to 2.3% and 2.5% for the three and six months ended June 30, 2022, respectively, compared to 2.5% and 2.6% for the three and nine months ended September 30, 2021, respectively, compared to 2.7% and 3.0% for the same periods in 2020, respectively2021.
33


Operating income


Money Transfer Segment operating income was $37.5$40.5 million for the three months ended SeptemberJune 30, 2021,2022, a decrease of $10.1 million($3.6 million) or 21%(8%) compared to the same period in 2020.2021. Money Transfer Segment operating income was $117.0$74.0 million for the ninesix months ended SeptemberJune 30, 2021, an increase2022, a decrease of $102.3 million($5.5 million) or 695%(7%) compared to the same period in 2020. 2021.Operating margin decreased to 10.6%11.0% and increased to 11.3%10.5% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 14.7%12.3% and 1.7%11.6% for the same periods in 2020, respectively.2021. The decreases in operating income and operating margin were primarily driven by the increase in salaries and selling, general and administrative expenses incurred. Operating income per transaction decreased to $1.10$1.09 and increased to $1.18$1.05 for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to $1.54$1.29 and $0.17$1.22 for the same periods in 2020, respectively. The decrease2021 due to a shift in operating income, operating margin and operating income per transaction for the three months ended September 30, 2021 compared to the same period in 2020 was primarily driven by the increase in agent commissions and increase in headcount to support the growthmix of the business. The increase in operating income, operating margin and operating income per transaction for the nine months ended September 30, 2021 compared to the same period in 2020 transactions processed.was primarily driven by the decrease in non-cash goodwill impairment charges, and an increase in transaction volume, specifically the higher margin transactions for U.S. outbound and international-originated money transfers, partially offset by the increase in agent commissions and increase in headcount to support the growth of the business. 

CORPORATE SERVICES

The following table presents the operating expenses for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 for Corporate Services:


Three-Month Ended
June 30,
Year-over-Year Change
Six Months Ended June 30,
Year-over-Year Change
(dollar amounts in thousands) 2022 2021 Increase (Decrease) Amount 
Increase
(Decrease) Percent
20222021Increase (Decrease) Amount
Increase
(Decrease) Percent
Salaries and benefits $15,866 $14,488 $1,378 
10
%
$29,985$26,676$3,309
12%
Selling, general and administrative 2,607 1,226 1,381
113
%
4,8722,9061,966
68%
Depreciation and amortization 106 146 (40) 
(27)
%
215293(78)(27)%
Total operating expenses $18,579 $15,860 $2,719 
17
%
$35,072$29,875$5,197
17%

35



  
Three Months Ended
September 30,
 Year-over-Year Change
Nine Months Ended
September 30,

Year-over-Year Change
(dollar amounts in thousands) 2021 2020 Increase (Decrease) Amount 
Increase
(Decrease) Percent

2021
2020
Increase (Decrease) Amount
Increase
(Decrease) Percent
Salaries and benefits $10,367 $8,252 $2,115 
26
%
$37,043
$23,253
$13,790
59%
Selling, general and administrative 
1,681 
1,595 
86
5
%

4,587

6,032

(1,445)(24)
%
Depreciation and amortization 
119
 
117 
2 
2
%

412

276

136
49%
Total operating expenses $
12,167
 $9,964 $2,203 
22
%
$42,042
$29,561
$12,481
42
%

Corporate operating expenses


Total Corporate operating expenses were $12.2$18.6 million and $42.0$35.1 million for the three and six months ended June 30, 2022, respectively, an increase of $2.7 million or 17% and $5.2 million or 17% compared to the same periods in 2021. The increase is primarily due to an increase in short-term compensation expense of $2.2 million and $2.3 million for the three and ninesix months ended SeptemberJune 30, 2021, respectively, an increase of $2.2 million or 22% and $12.5 million or 42%,2022, respectively, compared to the same periods in 2020. The increases are primarily due to $1.8 million and $11.8 million increases in share based compensation for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. 2021.

OTHER EXPENSE, NET
  
Three Month Ended June 30,
 Year-over-Year Change
Six Month Ended June 30,
Year-over-Year Change
(dollar amounts in thousands) 2022 2021 Increase (Decrease) Amount 
Increase
(Decrease) Percent

20222021Increase (Decrease) Amount
Increase
(Decrease) Percent
Interest income $245 $204 $41 
20
%

$390$386$41%
Interest expense 
(8,862
)
(9,457
)
595
6
%

(14,996)(18,646)3,65020%
Foreign currency exchange gain (loss), net 
(14,698
)
116
 
(14,814
)(12,771)%

(20,160)(3,916)(16,244)415%
Other gains (losses) 
 
 
(100)%

19231161519%
Other expense, net $
(23,315
)$
(9,137
)$
(14,178
)
155
%

$(34,574)$(22,145)$(12,429)56%
  
Three Months Ended
September 30,
 Year-over-Year Change
Nine Months Ended
September 30,

Year-over-Year Change
(dollar amounts in thousands) 2021 2020 Increase (Decrease) Amount 
Increase
(Decrease) Percent

2021
2020
Increase (Decrease) Amount
Increase
(Decrease) Percent
Interest income $153 $
139
 $14 
10
%
$539
$867
$
(328)(38)%
Interest expense 
(10,072
)
(9,477
)
(595)
6
%

(28,718)
(27,594)
(1,124)4%
Foreign currency exchange loss, net 
(8,135
)
(1,368
)
(6,767
)495%

(12,051)
(17,679)
5,628
(32)
%
Other gains 
 
 
n/a


31

728

(697)(96)%
Other expense, net $
(18,054
)$
(10,706
)$
(7,348
)
69
%
$(40,199)$(43,678)$3,479
(8)%

Interest expense

Interest expense was $8.9 million for the three months ended June 30, 2022, a decrease of ($0.6 million) or (6%) compared to the same period in 2021Interest expense was $15.0 million for the six months ended June 30, 2022, a decrease of ($3.7 million) or (20%) compared to the same period in 2021. The decrease in interest expense relates to the $7.9 million accretion expense incurred for the six months ended June 30,2021, which was eliminated for the six months ended June 30, 2022 as a result of the adoption of ASU 2020-06, partially offset by increased interest rates and borrowings on the revolving Credit Facility for the six months endedJune 30, 2022 compared to the same period in 2021. See Footnote 2, Recently Issued and Adopted Accounting Pronouncements, for more information on the impact of this adoption. 
34


Foreign currency exchange loss, net

Foreign currency exchange activity includes gains and losses on certain foreign currency exchange derivative contracts and the impact of remeasurement of assets and liabilities denominated in foreign currencies. 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. Foreign currency exchange gains and losses that result from remeasurement of these assets and liabilities are recorded in net income. The majority of our foreign currency exchange gains or losses are due to the remeasurement of intercompany loans which are not considered a long-term investment in nature and 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 composed 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 exchange 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 exchange gains.

We recorded a net foreign currency exchange losslosses of $8.1$14.7 million and $12.1$20.2 million for the three and ninesix months ended SeptemberJune 30, 2021, 2022, respectively, compared to a net foreign currency exchange gain of $0.1 million and loss of $1.4 million and $17.7$3.9 million for the same periods in 2020,2021, respectively. These realized and unrealized foreign currency exchange losses reflect the fluctuation in the value of the U.S. dollar against the currencies of the countries in which we operated during the respective periods.


INCOME TAX EXPENSE

Our effective income tax rate was 23.6%26.7% and 35.8%36.7% for the three and ninesix months ended SeptemberJune 30, 2021,2022, respectively, compared to 27.2%58.9% and (55.9)%99.9% for the same periods in 2020,ended June 30, 2021, respectively. Our effective income tax rate for the three and ninesix months ended SeptemberJune 30, 20212022 was higher than the applicable statutory income tax rate of 21% as a result of certain foreign earnings being subject to higher statutory tax ratesOur effective income tax rate for the three and six months endedJune 30, 2021 was higher than the applicable statutory income tax rate of 21% as a result of certain foreign earnings being subject to higher local statutory tax rates, the non-recognition of tax benefits from losses in certain foreign countries where we have a limited history of profitable earnings and as a result of an increase in the valuation allowance in certain jurisdictions relating to the reversal of tax benefits recognized in the first quarter of 2021 for continuing net operating losses.Our effective income tax rate for the three and nine months ended September 30, 2020 was different than the applicable statutory income tax rate of 21% primarily due to the non-deductible goodwill impairment charge during the second quarter of 2020 and as a result of an increase in the valuation allowance in certain jurisdictions relating to the reversal of tax benefits recognized in the first quarter of 2020 for net operating losses in those jurisdictions which have a limited history of profitable earnings.
36



NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

Noncontrolling interests represent 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
Movilcarga 95% epay - Spain
Euronet China 85% EFT - China
Euronet Pakistan 70% EFT - Pakistan
Euronet Infinitium Solutions 65% EFT - India

NET INCOME (LOSS) ATTRIBUTABLE TO EURONET

Net income attributable to Euronet was $73.957.2 millionfor the three months ended SeptemberJune 30, 2021,2022, an increase of $33.6$48.6 million or 84%563% compared to the same period in 20202021. For the three months ended September 30, 2021, theThe increase in net income was primarily attributable to the $75.4$128.6 million increase in revenues, largely driven by the increases within the EFT Segment as tourism and cross-border travel increased during the second quarter of 2022 compared to the second quarter of 2021. The increased revenues led to a $98.8 million increase in gross profit, driven by anwith $94.5 million of this increase within the EFT Segment. The increase in transaction volumes,gross profit was partially offset by a $17.8$10.2 million increase in salaries and benefits expense, an $8.4 million increase in income tax expense and a $9.1$14.7 million increase in selling, general and administrative expenses, a $7.7 million increase in income tax expense, a $6.8 million increase in net foreign currency exchange losses and an increase in other expenses aggregating $0.4 million.expense.

Net income attributable to Euronet was $73.9$65.5 million for the ninesix months ended SeptemberJune 30, 2021,2022, an increase of $147.5$65.5 million, or 200% compared to the net loss of ($0.03 million) in the same period in 20202021. For the nine months ended September 30, 2021, theThe increase in net income was primarily attributable to the $135.2$194.4 million increase in revenues, largely driven by the increases within the EFT Segment as tourism and cross-border travel increased during the second quarter of 2022 compared to the second quarter of 2021. The increased revenues led to a $140.9 million increase in gross profit, driven by anwith $129.2 million of this increase within the EFT Segment. The increase in transaction volumes, a $106.0 million decrease in non-cash goodwill and intangible assets impairment charges and a $5.6 million decrease in foreign currency exchange losses,gross profit was partially offset by a $62.4an $21.3 million increase in salaries and benefits expense, a $14.7$19.5 million increase in income tax expense and a $12.9$20.2 million increase in selling, general and administrative expenses, a $7.3 million increase in depreciation and amortization expenses expense.and an increase in other expenses aggregating $2.0 million.

35


LIQUIDITY AND CAPITAL RESOURCES


Working capital

As of SeptemberJune 30, 2021,2022, we had working capital of $1,395.5$1,179.8 million, which is calculated as the difference between total current assets and total current liabilities, compared to working capital of $1,510.5$1,455.8 million as of December 31, 2020.2021. The decrease in working capital was primarily due to the $217.2$330.0 million decreaseacquisition of PBMA and the $175.0 million of share repurchases, partially offset by a $213.7 million increase in the outstanding balanceborrowing on the Credit Facility during the nine months ended Septemberas of June 30, 2021, partially offset by a $35.0 million increase in trade accounts receivable and a $34.7 million decrease in accrued expenses and other current liabilities.2022 compared to December 31, 2021. Our ratio of current assets to current liabilities was 1.851.51 and 1.81 1.79 at SeptemberJune 30, 20212022 and December 31, 20202021, respectively.

We require substantial working capital to finance operations. The Money Transfer Segment funds the payout of the majority of our consumer-to-consumer money transfer services before receiving the benefit of amounts collected from customers by agents. Working capital needs increase due to weekends and 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. The epay Segment produces positive working capital, some of which is restricted in connection with the administration of its customer collection and vendor remittance activities. In our EFT Processing Segment, we obtain a significant portion of the cash required to operate our ATMs through various cash supply arrangements, the amount of which is not recorded on Euronet's Consolidated Balance Sheets. However, in certain countries, we fund the cash required to operate our ATM network from borrowings under theour revolving credit facilities, uncommitted credit agreements and cash flows from operations. As of SeptemberJune 30, 2021,2022, we had $669.7$890.8 million of our own cash in use or designated for use in our ATM network, which is recorded in ATM cash on Euronet's Consolidated Balance Sheet. ATM cash increased $258.6$347.4 million from $411.1$543.4 million as of December 31, 20202021 to $669.7$890.8 million as of SeptemberJune 30, 2021 2022 as a result of the increase in the number of active ATMs as of SeptemberJune 30, 20212022 compared to December 31, 2020.

The2021.The Company has $1,048.5$1,014.9 million of unrestricted cash as of SeptemberJune 30, 20212022 compared to $1,420.3$1,260.5 million as of December 31, 2020.2021. The decrease in unrestricted cash was primarily due to the $217.2$346.2 million net repaymentacquisition of PBMA, the outstanding balance$101.0 million allocated from unrestricted cash to ATM cash and the $175.0 million of share repurchases during the six months ended June 30, 2022, partially offset by the $213.7 million increase in borrowings on the Credit Facility during the nine months ended September 30, 2021 and the $258.6 million increase in ATM cash as unrestricted cash was utilized to fill the additional active ATMs.Facility. Including the $669.7$890.8 million of cash in ATMs at SeptemberJune 30, 2021, the Company has2022, we have access to $1,718.2$1,905.7 million in available cash, and $918.9$479.1 million available under the Credit Facility with no significant long-term debt principal payments until March 2025.October 2023.
37




The following table identifies cash and cash equivalents provided by/(used in) our operating, investing and financing activities for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 (in thousands):
 Nine Months Ended
September 30,
Liquidity2021 2020
Cash and cash equivalents and restricted cash provided by (used in):   
Operating activities$304,340 $220,416
Investing activities(70,952) (77,073)
Financing activities(216,291) (244,069)
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash(82,667) 32,042
Decrease in cash and cash equivalents and restricted cash$(65,570) $(68,684)

 Six Months Ended June 30,
Liquidity2022 2021
Cash and cash equivalents and restricted cash provided by (used in):   
Operating activities$180,659 $173,307
Investing activities(386,966) (48,332)
Financing activities491,242 (248,553)
Effect of foreign currency exchange rate changes on cash and cash equivalents and restricted cash(195,239) (43,278)
Increase (decrease) in cash and cash equivalents and restricted cash$89,696 $(166,856)
Operating activity cash flow

Cash flows provided by operating activities were $304.3$180.7 million forfor the ninethree months ended SeptemberJune 30, 20212022 compared to $220.4cash flows used in operating activities of $173.3 million for the same period in 2020.2021. The increase in operating cash flows was primarily due to the $65.3 million increase in net income, andpartially offset by fluctuations in working capital mainly associated with the timing of the settlement processes with content providers in the epay Segment, with correspondents in the Money Transfer Segment, and with card organizations and banks in the EFT Processing Segment.

Investing activity cash flow

Cash flows used in investing activities were $71.0$387.0 million for the ninesix months ended SeptemberJune 30, 20212022 compared to $77.1$48.3 million for the same period in 2020. We2021. The increase in cash used $66.1in investing activities is primarily due to the $331.0 million of cash paid at the closing of PBMA in March 2022. Additionally, we used $53.1 million for purchases of property and equipment for the ninesix months ended SeptemberJune 30, 20212022 compared to $71.4$45.1 million for the same period in 2020.2021. The increase in purchases of property and equipment is primarily due to the prior period expenditures being reduced by the COVID-19 related impacts to the EFT segment. Cash used for software development and other investing activities totaled $4.9$3.8 million and $5.7$3.3 million for the ninesix months ended SeptemberJune 30, 20212022 and 20202021, respectively.
36


Financing activity cash flow

Cash flows provided by financing activities were $491.2 million Cashfor the six months ended June 30, 2022 compared to cash flows used in financing activities were $216.3 million for the nine months ended September 30, 2021 compared to $244.1of $248.6 million for the same period in 2020.2021. Our borrowing activities on the Credit Facility for the ninesix months ended SeptemberJune 30, 20212022 consisted of net cash outflowsborrowings of $217.0 million$663.7million compared to net cash outflowsrepayments of $5.0$249.6 million for the same period in 2020.2021. The increase in net cash outflowsborrowings on the Credit Facility, forduring the ninesix months ended SeptemberJune 30, 2021 compared to the same period in 2020 was2022, is primarily the result of the net repayment of $217.2 million of the outstanding balance on the Credit Facility. treasury management relating to settlement requirements across currencies as well as increased funding requirements for acquisitions and share repurchases. We repurchased $1.0$175.3 million of common stock during the ninesix months ended SeptemberJune 30, 20212022 compared to repurchases of $240.8$0.9 million forduring the same period in 2020. The $1.0 million of share repurchases during the nine months ended September 30, 2021 were in connection with the settlement of Restricted Stock Unit awards and the exercise of option awards in certain countries in which we operate.2021. We received proceeds of $6.4$3.7 million and $6.6$5.3 million during the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, for the issuance of stock in connection with our Stock Incentive Plan.
Effect of exchange rates on cash, cash equivalents and restricted cash
Foreign currency exchange rates for the six months ended June 30, 2022 and 2021 had a negative impact of $195.2 million and $43.3 million, respectively, on cash, cash equivalents, and restricted cash. The negative impact on cash, cash equivalents, and restricted cash for the six months ended June 30, 2022 was due primarily to the negative impact in the exchange rate of the U.S. dollar to the Euro.  
38



Other sources of capital

Credit Facility - On October 17, 2018, the Companywe entered into a $1.0 billion unsecured credit agreement (the "Credit Facility") that expires on October 17, 2023.In May 2021, an additional lender joined the Credit Facility which increased the revolving commitment by $30 million. The Credit Facility allows for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Czech koruna, Danish krone, euro, Hungarian forints, Japanese yen, New Zealand dollars, Norwegian krone, Polish zlotys, Swedish krona, Swiss francs, and U.S. dollars. The Credit Facility contains a $200 million sublimit for the issuance of letters of credit, a $50 million sublimit for U.S. Dollar swingline loans, and a $90 million sublimit for certain foreign currencies swingline loans.

Asloans.As of SeptemberJune 30, 2021,2022, fees and interest on borrowings are based upon our corporate credit rating (as defined in the credit agreement) and are based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over the London InterBank Offered Rate ("LIBOR") or a margin over the base rate, as selected by us, with the applicable margin ranging from 1.125% to 2.0% (or 0.175% to 1.0%1.0% for base rate loans).

As of SeptemberJune 30, 2021,2022, we had $53.2$497.1 million of borrowings and $57.9$53.8 million of stand-by letters of credit outstanding under the Credit Facility. The remaining $918.9$449.1 millionunder the Credit Facility was available for borrowing.


Convertible debt - On March 18, 2019, we completed the sale of $525.0 million in principal amount of Convertible Senior Notes due 2049 (“Convertible Notes”). The Convertible Notes were issued pursuant to an indenture, dated as of March 18, 2019 (the “Indenture”), by and between us and U.S. Bank National Association, as trustee. The Convertible Notes have an interest rate of 0.75% per annum payable semi-annually in March and September, and are convertible into shares of Euronet common stock at a conversion price of approximately $188.73 per share if certain conditions are met (relating to the closing prices of Euronet common stock exceeding certain thresholds for specified periods). Holders of the Convertible Notes have the option to require us to repurchase for cash all or part of their Convertible Notes on each of March 15, 2025, 2029, 2034, 2039 and 2044 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In connection with the issuance of the Convertible Notes, we recorded $12.8 million in debt issuance costs, which are being amortized through March 1, 2025.

Senior Notes - On May 22, 2019, we completed the sale of €600 million ($669.9 million) aggregate principal amount of Senior Notes that expire on May 2026 (the “Senior Notes”). The Senior Notes accrue interest at a rate of 1.375% per year, payable annually in arrears on May 22 of each year, until maturity or earlier redemption. As of SeptemberJune 30, 2021,2022, we have outstanding €600 million ($694.9 million)($628.9 million) principal amount of the Senior Notes. In addition, we may redeem some or all of these notes on or after February 22, 2026 at their principal amount plus any accrued and unpaid interest.
Uncommitted Loans - On May 25, 2022 and June 24, 2022, we entered into two separate uncommitted credit agreements for $300 million and $150 million, respectively, that expire no later than November 30, 2022 and June 23, 2023, respectively. Both credit agreements are fully drawn and outstanding at June 30, 2022. The credit agreements were entered into for the sole purpose of providing vault cash for ATMs. Each loan entered into under the $300 million agreement accrues interest at the rate per annum equal to the secured overnight financing rate (“SOFR”) plus 1.00%. Each loan entered into under the $150 million agreement is a Prime rate loan, a Bloomberg Short-term Bank Yield ("BSBY") rate loan or bears interest at the rate agreed to by the lender and the Company at the time such loan is made. 
39



Other debt obligations - Certain of our subsidiaries have available credit lines and overdraft facilities to generally supplement short-term working capital requirements, when necessary. There were $1.1$0.4 million and $0.9 million outstanding under these other obligation arrangements as of SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively.

Other uses of capital

Capital expenditures and needs - Total capital expenditures for the ninesix months ended SeptemberJune 30, 20212022 were $66.1$53.1 million. These capital expenditures were primarily for the purchase and installation of ATMs in key under-penetrated markets, the purchase of POS terminals for the epay and Money Transfer Segments, and office, data center and company store computer equipment and software. Total capital expenditures for 20212022 are currently estimated to range from approximately $100$115 million to $105 million.

37

Table of Contents

$120 million. At current and projected cash flow levels, we anticipate that cash generated from operations, together with cash on hand and amounts available under our Credit Facility and other existing and potential future financing will be sufficient to meet our debt, leasing, and capital expenditure obligations. If our capital resources are not sufficient to meet these obligations, we will seek to refinance our debt and/or issue additional 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.

Inflation and functional currencies

Generally,Historically, the countries in which we operate have experienced low and stable inflation in recent years.inflation. Therefore, the local currency in each of these markets is the functional currency. Currently, we do not believe We have seen indications that inflationthe current inflationary period will have a significant effectput pressure on our results of operations orand our financial position. We have seen some signs of inflation impacting discretionary spend items, such as gaming products, in our epay business as well as some pressure on send amounts in money transfer.  As a consequence of this inflationary period, we expect to see increasing expenses forthcoming. We continually review inflation and the functional currency in each of the countries where we operate.

OFF BALANCE SHEET ARRANGEMENTS

On occasion, we grant guarantees of the obligations of our subsidiaries and we sometimes enter into agreements with unaffiliated third parties 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 SeptemberJune 30, 20212022, there were no material changes from the disclosure in our Annual Report on Form 10-K for the year ended December 31, 20202021. 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 SeptemberJune 30, 20212022. See also Note 14, Commitments, to the unaudited consolidated financial statements included elsewhere in this report.

CONTRACTUAL OBLIGATIONS

As of SeptemberJune 30, 2021,2022, there have been no material changes outside the ordinary course of business in our future contractual obligations from the amounts reported within our Annual Report on Form 10-K for the year ended December 31, 20202021. 

40



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

As ofSeptemberJune 30, 20212022, our total debt outstanding, excluding unamortized debt issuance costs, was $1,213.3$2,101.4 million. Of this amount, $464.2$525.0 million, net of debt discounts, or 38%25% of our total debt obligations, relates to our contingent Convertible Notes that have a fixed coupon rate. Our $525.0 million outstanding principal amount of Convertible Notes accrue cash interest at a rate of 0.75% of the principal amount per annum. Based on quoted market prices, as of SeptemberJune 30, 2021,2022, the fair value of our fixed rate Convertible Notes was $603.1$513.6 million, compared to a carrying value of $464.2$525.0 million. Interest expense for the Convertible Notes, including accretion and amortization of deferred debt issuance costs, has a weighted average interest rate of 4.4% annually. Further, as of SeptemberJune 30, 20212022 we had $53.2$497.1 million of borrowings under our Credit Facility, or 4%24% of our total debt obligations, under ourobligations. The carrying values of the Credit Facility.Facility approximates fair value because interest is based on LIBOR that resets at various intervals of less than one year. Additionally, $694.9$628.9 million, or 57%30% of our total debt obligations, relates to Senior Notes having a fixed coupon rate. Our €600 million outstanding principal amount of Senior Notes accrue cash interest at a rate of 1.375% of the principal amount per annum. Based on quoted market prices, as of SeptemberJune 30, 2021,2022, the fair value of our fixed rate Senior Notes was $710.3$550.0 million, compared to a carrying value of $694.9$628.9 million. An additional $450.0 million, or 21% of our total debt, is related to short-term uncommitted credit agreements. The credit agreements are due within one year and accrue interest at variable rates. The remaining $1.1$0.4 million, or less than 1% of our total debt obligations, is related to borrowings by certain subsidiaries to fund, from time to time, working capital requirements. These arrangements generally are due within one year and accrue interest at variable rates.
Based on the outstanding borrowings accruing interest at variable rates, a 1% increase in the interest rate would result in a $9.5 million increase or decrease, as applicable, in our annual interest expense.

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 nine six months ended SeptemberJune 30, 2021,2022, approximately 73%74.1% of our revenues 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.

38


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, British pound, Australian dollar, Polish zloty, Indian rupee, New Zealand dollar, Malaysian ringgit and Hungarian forint. As of 
SeptemberJune 30, 2021,2022, we estimate that a 10% fluctuation in these foreign currencycurrency exchange rates would have the combined annualized effect on reported net income and working capital of approximately $155$105 million to $160$110 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. and our Senior Notes. As of September 30, 2021, weWe estimate that a 10% fluctuation in foreign currency exchange rates would have a non-cash impact on total comprehensive income of approximately 
$115$125 million to $120$130 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 a weakening of the U.S. dollar and negatively impacted by a strengthening of the U.S. dollar. Additionally, a significant portion of our debt obligations are in U.S. dollars; therefore, as foreign currency exchange rates fluctuate, the amount available for repayment of debt will also increase or decrease.

We use derivatives to minimize our exposures related to changes in foreign currency exchange rates and to facilitate foreign currency risk management services by writing derivatives to customers. Derivatives are used to manage the overall market risk associated with foreign currency exchange rates; however, we do not perform the extensive record-keeping required to account for the derivative transactions as hedges. Due to the relatively short duration of the derivative contracts, we use the derivatives primarily as economic hedges. Since we do not designate foreign currency derivatives as hedging instruments pursuant to the accounting standards, we record gains and losses on foreign exchange derivatives in earnings in the period of change.

41



A majority of our consumer-to-consumer money transfer operations involve receiving and disbursing different currencies, in which we earnearn 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. We enter into foreign currency forward and cross-currency swap contracts to minimize exposure related to fluctuations in foreign currency exchange rates. The changes in fair value related to these contracts are recorded in Foreign currency exchange (loss) gain, net on the Consolidated Statements of Operations.Income. As of SeptemberJune 30, 2021,2022, we had foreign currency derivative contracts outstanding with a notional value of $275$304.5 million, primarily in Australian dollars, British pounds, Canadian dollars, euros and Mexican pesos, that were not designated as hedges and mature within a few days.

For derivative instruments our xe operations write to customers, we aggregate the foreign currency exposure arising from customer contracts, and hedge the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties as part of a broader foreign currency portfolio. The changes in fair value related to the total portfolio of positions are recorded in Revenues on the Consolidated Statements of Operations.Income. As of SeptemberJune 30, 2021,2022, we held foreign currency derivative contracts outstanding with a notional value of $1.1 billion$936.8 million, primarily in U.S. dollars, euros, British pounds, Australian dollars and New Zealand dollars, that were not designated as hedges and for which the majority mature within the next twelve months.

We use longer-term foreign currency forward contracts to mitigate risks associated with changes in foreign currency exchange rates on certain foreign currency denominated other asset and liability positions. As of SeptemberJune 30, 2021, the Company2022, we had foreign currency forward contracts outstanding with a notional value of $46$304.5 million, primarily in euros.

See Note 10, Derivative Instruments and Hedging Activities, to our unaudited consolidated financial statements for additional information.
39


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 SeptemberJune 30, 2021.2022. 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.
On March 15, 2022, we completed the acquisition of the Merchant Acquiring Business of Piraeus Bank ("PBMA"). We are currently integrating PBMA into our operations and internal control processes and, pursuant to the Securities and Exchange Commission staff interpretive guidance, the assessment of a recently acquired business may be omitted from the scope of an assessment for a period not to exceed one year from the date of acquisition. The scope of our assessment of our internal controls over financial reporting as of June 30, 2022 does not include PBMA.

Change in Internal Controls

There
Except for internal controls related to integration activities associated with our acquisition of PBMA, there has been no change in our internal control over financial reporting during the thirdsecond quarter of 20212022 that has materially affected, or is 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 15, Litigation and Contingencies, to the unaudited consolidated financial statements in this report is incorporated herein by reference.

Currently, there are no legal or regulatory proceedings that management believes, either individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial condition or results of 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 liabilities 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 proceeding.

42



ITEM 1A. RISK FACTORS


Except as otherwise described herein, there were no
Economic conditions around the world, and in certain markets in which the Company does business, could impact sales price and volume. As a result, market uncertainty or an economic downturn driven by inflationary pressures; political tensions; war, including the ongoing conflict between Russia and Ukraine and the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company provides services and products could reduce demand and result in decreased sales volume, which could have a negative impact on the Company’s results of operations.

In February 2022, Russia invaded Ukraine resulting in the United States, Canada, the European Union and other countries imposing economic sanctions on Russia. Euronet suspended its operations and product offerings in Russia.   This action has not had a material changes toimpact on the risk factors previously disclosedCompany's financial condition or results of operations. However, the fluidity and continuation of the conflict may result in our Annual Reportadditional economic sanctions and other impacts which could have a negative impact on Form 10-K for the year ended December 31, 2020, Company’s financial condition, results of operations and cash flows. These include decreased sales; potential disruptions in neighboring countries where Euronet has operations; volatility in foreign exchange rates and interest rates; inflationary pressures; and heightened cybersecurity threats.as filed with the SEC.


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

The following table provides information with respect to shares of the Company's common stock that were purchased by the Company during the three months ended SeptemberJune 30, 2021. There were no repurchases of common stock during the three months ended September 30, 2021.2022.

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 (in thousands) (1)
July 1 - July 31, 2021 
 $
 
 $250,000
August 1 - August 31, 2021
 
 
 
 
250,000
September 1 - September 30, 2021 
 
 
 $250,000
Total 
 $
 
  
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 (in thousands) (1)
April 1 - April 30, 2022
 
 $
 
 $229,649
May 1 - May 31, 2022
    229,649
June 1 - June 30, 2022
 1,000,000 104.60 1,000,000 $125,049
Total 1,000,000 $104.60 1,000,000  
(1) On February 26, 2020, the Company put a repurchase program in place to repurchase up to $250 million in value, but not more than 5.0 million shares of common stock through February 28, 2022. On December 8, 2021, the Company put a repurchase program in place to repurchase up to $300 million in value, but not more than 5.0 million shares of common stock through December 8, 2023. Repurchases 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.

4043

Table of Contents

ITEM 6. EXHIBITS
Exhibit Description
  
31.1* 
31.2* 
32.1** 
32.2** 
101* 
The following materials from Euronet Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended SeptemberJune 30, 2021,2022, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at JuneSeptember 30, 20212022 (unaudited) and December 31, 20202021, (ii) Consolidated Statements of Operations (unaudited) for the three and ninesix months ended SeptemberJune 30, 2021 2022 and 2020,2021, (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and ninesix months ended June 30September 30, 2021, 2022 and 2020,2021, (iv) Consolidated Statements of Changes in Equity (unaudited) for the three and ninesix months ended June 30September 30, 2021, 2022 and 20202021 (v) Consolidated Statements of Cash Flows (unaudited) for the ninesix months ended June 30September 30, 2021, 2022 and 2020,2021, and (vi) Notes to the Unaudited Consolidated Financial Statements.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_________________________
* Filed herewith.
** Pursuant to Item 601(b)(32) of Regulation S-K, this Exhibit is furnished rather than filed with this Form 10-Q.

PLEASE NOTE: Pursuant to the rules and regulations of the SEC, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. 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 our 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 us or our business or operations on the date hereof.

4144

Table of Contents



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 28, 2021August 3, 2022
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  


4245