Euronet Worldwide (EEFT) 8-K/A Report on Interim Financial Statements

Exhibit 99.2

Euronet Worldwide, Inc.

Pro Form Condensed Consolidated Balance Sheet (unaudited)

As of September 30, 2003

(In thousands of U.S. dollars)

	Historical Euronet Worldwide			Acquisition of Transact		Pro Forma Euronet Worldwide
	(A)			(B), (C)
Assets
Current assets:
Cash and cash equivalents	$	12,851		$	2,922	$	15,773
Restricted cash		43,379					43,379
Trade accounts receivable, net		49,968			1,343		51,311
Other current assets		10,093			1,483		11,576
Total current assets		116,291			5,748		122,039
Property, plant and equipment, net		18,214			747		18,961
Goodwill		63,263			22,983		86,246
All other assets, net		20,671			7,915		28,586
Total assets	$	218,439		$	37,393	$	255,832
Liabilities and Stockholders’ Equity/(Deficit)
Current liabilities	$	107,899		$	2,190	$	110,089
Notes payable		59,383					59,383
All other long term liabilities		8,795			4,676		13,471
Total liabilities		176,077			6,866		182,943
Stockholders’ equity/(deficit):
Common stock and additional paid in capital		159,390			30,527		189,917
Accumulated deficit		(115,635	)				(115,635	)
Other stockholders’ equity/(deficit)		(1,393	)				(1,393	)
Total stockholders’ equity		42,362			30,527		72,889
Total liabilities and stockholders’ equity	$	218,439		$	37,393	$	255,832

Euronet Worldwide, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

Nine Months Ended September 30, 2003

(In thousands of U.S. dollars, except share and per share data)

	Historical Euronet Worldwide			Addition of e-pay for the one month ended January 31, 2003			Addition of transact for the nine months ended September 30, 2003			Pro Forma Euronet Worldwide
	(A)			(F)			(C)
Revenues:
ATM network and related revenue	$	36,983								$	36,983
Prepaid processing and related revenue		86,096		$	10,188		$	7,818			104,102
Software and related revenue		11,223									11,223
Total revenue		134,302			10,188			7,818			152,308
Operating expenses:
Direct operating costs		86,862			8,221			3,520			98,603
Salaries and benefits		22,633			583			1,588			24,804
Selling, general and admin.		8,263			452			954			9,669
Depreciation and amortization		8,919			304			902	(D)		10,125
Total operating expenses		126,677			9,560			6,964			143,201
Operating income		7,625			628			854			9,107
Other income/(expenses):
Interest income		926			41			1			968
Interest expense		(5,358	)					(44	)		(5,402	)
Gain on Sale of UK ATM Network		18,001									18,001
Equity in income from investee companies		380									380
Foreign exchange loss, net		(5,193	)								(5,193	)
Total other income (expense)		8,756			41			(43	)		8,754
Income from continuing operations before income taxes		16,381			669			811			17,861
Income tax expense		(2,310	)		(201	)		(307	)(E)		(2,818	)
Income from continuing operations		14,071			468			504			15,043
Loss from Disc. Operations, net of tax		(51	)								(51	)
Net Income	$	14,020		$	468		$	504		$	14,992
Income from continuing operations - basic	$	0.54								$	0.53
Basic weighted average shares outstanding		26,158,391			416,251			1,774,411			28,349,053
Income from continuing operations - diluted	$	0.49								$	0.49
Diluted weighted average shares outstanding		28,431,142			416,251			1,774,411			30,621,804

Euronet Worldwide, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations (unaudited)

Year Ended December 31, 2002

(In thousands of U.S. dollars, except share and per share data)

	Pro Forma As Previously Reported on Form 8K/A -Euronet Worldwide (dated May 2, 2003)			Acquisition of Transact			Pro-forma Euronet Worldwide
	(A)			(C)
Revenues:
ATM network and related revenue	$	40,925					$	40,925
Prepaid processing and related revenue		54,654		$	3,887			58,541
Software and related revenue		17,130						17,130
Total Revenue		112,709			3,887			116,596
Operating expenses:
Direct operating costs		61,954			913			62,867
Salaries and benefits		27,569			1,584			29,153
Selling, general and administrative		8,552			764			9,316
Depreciation and amortization		13,551			991	(D)		14,542
Total operating expenses		111,626			4,252			115,878
Operating Income (Loss)		1,083			(365	)		718
Other income/(expenses):
Interest income		524						524
Interest expense		(8,110	)		(55	)		(8,165	)
Loss on facility sublease		(249	)		—			(249	)
Equity in income/(losses) from investee companies		(38	)		—			(38	)
Loss on early retirement of debt		(955	)		—			(955	)
Foreign exchange loss, net		(4,834	)		—			(4,834	)
Total other income (expense)		(13,662	)		(55	)		(13,717	)
Loss from continuing operations before income taxes and minority interest		(12,579	)		(420	)		(12,999	)
Income tax benefit		2,186			182	(E)		2,368
Loss from continuing operations before minority interest		(10,393	)		(238	)		(10,631	)
Minority interest		51						51
Loss from continuing operations	$	(10,342	)	$	(238	)	$	(10,580	)
Loss from continuing operations - basic	$	(0.40	)				$	(0.39	)
Basic weighted average shares outstanding		25,653,632			1,774,411			27,428,043

Euronet Worldwide, Inc.

Notes to the Pro Forma Unaudited Condensed Consolidated Financial Statements

A. Reflects the historical financial position and results of operations of Euronet. Certain amounts have been reclassified to conform to current presentation and reflect continuing operations. The Pro Forma Condensed Consolidated Statement of Operations (unaudited) for the year ended December 31, 2002 begins with the pro-forma results previously reported on Form 8-K/A filed on May 2, 2003 that gives effect to the sale of Euronet’s U.K. subsidiary (Euronet UK), which closed on January 17, 2003, and the acquisition of e-pay Limited, which closed on February 19, 2003.

B. To record the acquisition of Transact’s assets and liabilities and to record the consideration paid for the shares of Transact as if the transaction had occurred on September 30, 2003. The following table summarizes the consideration paid for Transact (in thousands of U.S. dollars):

Cash	$	17,800
Euronet common stock: 643,048 shares		10,550
Total paid to shareholders		28,350
Transaction costs and share registration fees		676
Total cost of acquisition	$	29,026

C. To record the cash acquired with the purchase of Transact of $.7 million, the total cash of $20.0 million received from the issuance of 1,131,363 shares of common stock in a private placement to facilitate the purchase of Transact, reduced by the total cash paid to shareholders of $17.8 million and transaction costs of $.7 million. 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.

Of the total purchase price, $.9 million has been preliminarily allocated to net tangible assets and working capital acquired and approximately $7 million has been allocated to amortizable intangible assets acquired. The depreciation and amortization related to the fair value adjustment to net tangible assets and the amortization related to the amortizable intangible assets are reflected as pro forma adjustments to the unaudited pro forma condensed combined consolidated statements of operations.

Of the total estimated purchase price, approximately $24 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 the Statement of Financial Accounting Standards No. 142 – Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives resulting from business combinations completed subsequent to December 31, 2001, will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determines that the value of goodwill or intangible assets with indefinite lives 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.

D. Includes amortization of the amortizable intangible assets acquired with the purchase of Transact in the amount of $603,000 for the nine months ended September 30, 2003 and $804,000 for the year ended December 31, 2002. See Note C above.

E. Includes the income tax benefit of $241,000 for the nine months ended September 30, 2003 and $322,000 for the year ended December 31, 2002, respectively, in connection with amortization expense of the amortizable intangible assets acquired.

F. To record the results of e-pay in continuing operations for the one month ended January 31, 2003, including the amortization of amortizable intangibles of approximately $150,000 and the related tax benefit of approximately $50,000.