Euronet Worldwide (EEFT) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

EURONET WORLDWIDE, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheet (unaudited)

As of December 31, 2006

(In thousands of U.S. dollars)

	Historical
	Euronet			Historical			Pro Forma					Pro Forma
	Worldwide			Ria Envia			Adjustments					Euronet
	(A)			(B)			(C)					Worldwide
ASSETS
Current assets:
Cash and cash equivalents	$	321,058		$	51,367		$	(176,468	)	(D)	(E)	$	195,957
Restricted cash		80,703			—			—					80,703
Inventory — PINs and other		49,511			—			—					49,511
Trade accounts receivable, net		212,631			27,218			—					239,849
Deferred income taxes, net		9,356			—			—					9,356
Prepaid expenses and other current assets		15,212			4,327			—					19,539
Total current assets		688,471			82,912			(176,468	)				594,915
Property and equipment, net		55,174			10,372			—					65,546
Goodwill		278,743			—			383,241		(D)			661,984
Acquired intangible assets, net		47,539			—			111,850		(D)			159,389
Deferred income taxes		19,004			—			—					19,004
Other assets, net		19,208			1,473			3,463		(E)			24,144
Total assets	$	1,108,139		$	94,757		$	322,086				$	1,524,982
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	269,212		$	30,218		$	—				$	299,430
Accrued expenses and other current liabilities		99,039			10,097			—					109,136
Current installments on capital lease obligations		6,592			272			—					6,864
Short-term debt obligations and current maturities of long-term debt obligations		4,378			24,000			—					28,378
Income taxes payable		9,463			—			—					9,463
Deferred income taxes, net		4,108			—			2,148		(D)			6,256
Deferred revenue		11,318			—			—					11,318
Total current liabilities		404,110			64,587			2,148					470,845
Debt obligations, net of current portion		349,073			5,500			190,000		(E)			544,573
Capital lease obligations, excluding current installments		13,409			338			—					13,747
Deferred income taxes		43,071			—			13,294		(D)			56,365
Other long-term liabilities		1,811			—			—					1,811
Minority interest		8,350			—			—					8,350
Total liabilities		819,824			70,425			205,442					1,095,691
Stockholders’ equity:
Common stock and additional paid in capital		338,965			10,489			130,487		(D)	(F)		479,941
Retained earnings (accumulated deficit)		(58,480	)		14,664			(14,664	)	(F)			(58,480	)
Other stockholders’ (deficit)/equity		7,830			(821	)		821		(F)			7,830
Total stockholders’ equity		288,315			24,332			116,644					429,291
Total liabilities and stockholders’ equity	$	1,108,139		$	94,757		$	322,086				$	1,524,982

See accompanying notes to the pro forma unaudited condensed consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statement of Income (unaudited)
Twelve Months Ended December 31, 2006
(In thousands of U.S. dollars, except share and per share data)

	Historical
	Euronet			Historical			Pro Forma				Pro Forma
	Worldwide			Ria Envia			Adjustments				Euronet
	(A)			(B)			(G)				Worldwide
Revenues:
EFT Processing Segment	$	158,320		$	—		$	—			$	158,320
Prepaid Processing Segment		467,651			—			—				467,651
Money Transfer Segment		3,210			178,953			—				182,163
Total revenues		629,181			178,953			—				808,134
Operating expenses:
Direct operating costs		435,476			84,970			—				520,446
Salaries and benefits		74,256			39,898			725		(H)		114,879
Selling, general and administrative		38,101			29,217			(531	)	(H)		66,787
Depreciation and amortization		29,050			2,700			13,332		(I)		45,082
Total operating expenses		576,883			156,785			13,526				747,194
Operating income		52,298			22,168			(13,526	)			60,940
Other income (expense):
Interest income		13,750			—			(9,353	)	(J)		4,397
Interest expense		(14,747	)		(1,498	)		(14,130	)	(K)		(30,375	)
Other income (expense)		—			(2,401	)		1,458		(L)		(943	)
Income from unconsolidated affiliates		660			—			—				660
Foreign currency exchange gain (loss), net		10,166			(275	)		—				9,891
Other income (expense), net		9,829			(4,174	)		(22,025	)			(16,370	)
Income (loss) from continuing operations before income taxes and minority interest		62,127			17,994			(35,551	)			44,570
Income tax expense		(14,843	)		(2,397	)		1,766		(M)		(15,474	)
Minority interest		(977	)		—			—				(977	)
Income (loss) from continuing operations before nonrecurring charges or credits directly attributable to the transaction	$	46,307		$	15,597		$	(33,785	)		$	28,119
Earnings per share from continuing operations — basic	$	1.25			n/m			n/m			$	0.68
Basic weighted average shares outstanding		37,037,435			—			4,053,606		(N)		41,091,041
Earnings per share from continuing operations — diluted	$	1.17			n/m			n/m			$	0.66
Diluted weighted average shares outstanding		42,456,137			—			4,680,762		(O)		47,136,899

See accompanying notes to the pro forma unaudited condensed consolidated financial statements.

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EURONET WORLDWIDE, INC. AND SUBSIDIARIES
Notes to the Pro Forma Condensed Consolidated Financial Statements (unaudited)

A. Reflects the historical financial position and results of operations of Euronet Worldwide, Inc. (“Euronet”). Certain immaterial revenue amounts have been reclassified to conform to the current presentation.

B. Reflects the historical financial position and results of operations of Ria Envia, Inc. (“RIA”). Certain immaterial revenue amounts have been reclassified to conform to the current presentation.

C. To record the effects of the acquisition of RIA as if the transaction had occurred on December 31, 2006.

D. The following table summarizes the consideration paid for RIA (in thousands of U.S. dollars):

Cash paid at closing	$	358,309
Euronet common stock: 4,053,606 shares		108,920
Estimated value of contingent value rights and share appreciation rights		32,056
Total paid to shareholders		499,285
Transaction costs and share registration fees		4,696
Total cost of acquisition	$	503,981

Under the purchase method of accounting, the total purchase price is allocated to acquired tangible and intangible assets based on a preliminary estimate of their fair values as determined by management and a third-party appraisal at the completion of the acquisition. The preliminary allocation of the purchase price is follows (in thousands of U.S. dollars):

Agent and correspondent relationships	$	73,210
Trademarks and trade names		36,760
Developed software technology		1,610
Non-compete agreements		270
Goodwill		383,241
Total intangible assets		495,091
Current assets		82,912
Non-current assets		1,473
Fixed assets		10,372
Current liabilities		(64,587	)
Non-current liabilities		(5,838	)
Deferred income tax		(15,442	)
Total cost of acquisition	$	503,981

	Of the total purchase price, $24.3 million has been allocated to net tangible assets and working capital acquired, which represents the amounts recorded as of December 31, 2006, and approximately $111.9 million has been allocated to amortizable intangible assets acquired. The amortization related to the amortizable intangible assets is reflected as a pro forma adjustment to the unaudited pro forma condensed combined consolidated statements of income – see Note I below.
	Of the total estimated purchase price, approximately $383.2 million has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets.
	In accordance with Statement of Financial Accounting Standards No. 142 – Goodwill and Other Intangible Assets, goodwill is not amortized but instead is tested for impairment on an annual basis and whenever events or circumstances dictate. In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.
E.	To record the proceeds of a secured syndicated credit facility used in the financing of the acquisition of RIA. The following table summarizes the cash received in connection with this term loan:

Gross amount of term loan	$	190,000
Debt issuance costs		(4,293	)
Net proceeds from term loan	$	185,707

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F.	To record the elimination of RIA’s capital for consolidated reporting.
G.	To record the effects of the acquisition of RIA to continuing operations as if the transaction had occurred on January 1, 2006.
H.	To record the acquisition-related expense associated with the use of equity-based incentives included in the compensation of key RIA executives and to record the acquisition-related benefits of lower insurance rates and elimination of RIA corporate overhead allocations.
I.	To record annual amortization on the identifiable intangible assets acquired with the purchase of RIA. Amortization of the identifiable intangible assets is based on the straight-line method over a weighted average life of approximately 8 years. See Note D above.
J.	To remove interest income earned on cash used in the acquisition of RIA.
K.	To record interest expense on the term loan used in the financing of the acquisition of RIA. See Note E above. While the term loan includes an amortization requirement, this pro forma assumes no payments toward debt were made during the period. The term loan bears interest at LIBOR plus 200 basis points or prime plus 100 basis points. As of the acquisition date the LIBOR rate was 5.36%. A 1/8 percentage point change in the applicable interest rate would result in an adjustment to net income of $237,500.
L.	To remove the impact of non-recurring, transaction related expenses included in RIA’s results.
M.	To record tax expense for RIA under a C-corporation tax status in the U.S. as compared to its historical S-corporation status, in which the taxable income was passed through to RIA’s shareholders, and to record the tax benefit of the amortization of the intangible assets acquired.
N.	To record the common stock issued in the acquisition of RIA. See Note D above.
O.	To record the common stock issued in the acquisition of RIA plus the contingently issuable shares related to the Contingent Value Rights and the Stock Appreciation Rights. See Note D above.

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