What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-04 · 192 added, 232 removed, 472 unchanged (47% of the section changed)

4 unchanged sentences

(In millions, except share and per share data)

September 30,

Current assets:

46 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

8 unchanged sentences

Interest expense

Foreign currency exchange gain (loss), net

Other (losses) gains, net

Other income (expense), net

Foreign currency exchange loss, net

Other gains (losses), net

Other expense, net

Income before income taxes

Income tax expense

Net (income) loss attributable to noncontrolling interests

Net income attributable to noncontrolling interests

Net income attributable to Euronet Worldwide, Inc.

5 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in millions)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended

Translation adjustment

Comprehensive income

Comprehensive (income) loss attributable to noncontrolling interests

Comprehensive income attributable to Euronet Worldwide, Inc.

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests

Comprehensive income (loss) attributable to Euronet Worldwide, Inc.

See accompanying notes to the unaudited consolidated financial statements.

6 unchanged sentences

Balance as of December 31, 2023

Net income (loss)

Other comprehensive income

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of March 31, 2023

Net income (loss)

Other comprehensive income

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of June 30, 2023

Other comprehensive loss

2 unchanged sentences

Repurchase of shares

Balance as of September 30, 2023

Balance as of March 31, 2024

Shares Outstanding

1 unchanged sentence

Balance of December 31, 2024

Other comprehensive loss

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of March 31, 2024

Other comprehensive income (loss)

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of June 30, 2024

Net income (loss)

Other comprehensive income

2 unchanged sentences

Repurchase of shares

Balance as of September 30, 2024

EURONET WORLDWIDE, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in millions, except share data)

Balance as of March 31, 2025

Retained Earnings

3 unchanged sentences

Balance as of December 31, 2023

Net income (loss)

Other comprehensive income

Other comprehensive loss

Stock issued under employee stock plans

2 unchanged sentences

Balance as of March 31, 2024

Net income (loss)

Other comprehensive income

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of June 30, 2023

Other comprehensive income

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of September 30, 2023

Retained Earnings

3 unchanged sentences

Balance as of December 31, 2024

Other comprehensive loss

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of March 31, 2024

Other comprehensive income (loss)

Stock issued under employee stock plans

Share-based compensation

Repurchase of shares

Balance as of June 30, 2024

Net income (loss)

Other comprehensive income

2 unchanged sentences

Repurchase of shares

Balance as of September 30, 2024

Balance as of March 31, 2025

See accompanying notes to the unaudited consolidated financial statements.

3 unchanged sentences

(Unaudited, in millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Share-based compensation

Unrealized foreign exchange (gain) loss, net

Unrealized foreign exchange loss, net

Deferred income taxes

13 unchanged sentences

Purchases of other long-term assets

Purchase of convertible note receivable

Net cash used in investing activities

1 unchanged sentence

Proceeds from issuance of shares

Repurchase of shares and other share movements

Repurchase of shares

Borrowings from credit agreements

Repayments of credit agreements

Net borrowings of short-term debt obligations

Repayment of convertible debt

Repayments of capital lease obligations

Net borrowings from short-term obligations

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Increase in cash and cash equivalents and restricted cash

Decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

25 unchanged sentences

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

The Company's EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, normally coinciding with the tourism season.

Euronet’s EFT Processing Segment normally experiences its heaviest demand for dynamic currency conversion ("DCC") services during the third quarter of the fiscal year, normally coinciding with the tourism season.

The epay Segment is 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.

1 unchanged sentence

Seasonality in the Money Transfer Segment varies by region of the world.

In most markets, the Company 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.

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.

( 2 ) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board issued a new accounting pronouncement regarding segment reporting.

The standard requires that public entities expand reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The Company is required to adopt the new standard for its 2024 annual reporting and effective January 1, 2025 for its interim reporting, using a retrospective approach.

Management is currently evaluating the potential impact that the adoption of this standard will have on the Company’s disclosures.

In December 2023, the Financial Accounting Standards Board issued a new accounting pronouncement regarding income tax disclosures.

The standard requires that public entities disclose more consistent and detailed categories in their statutory-to-effective income tax rate reconciliations and further disaggregate income taxes paid by jurisdiction.

The Company is required to adopt the new standard for its 2025 annual reporting, using a prospective approach.

Management is currently evaluating the potential impact that the adoption of this standard will have on the Company’ s disclosures.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023 - 07 , Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures .

The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses.

The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures.

The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.

The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information.

This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold.

In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes.

It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company will adopt the standard in the following fiscal year.

The adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date to clarify the effective date of ASU 2024-03.

The amendments require Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the condensed consolidated financial statements.

( 3 ) ACQUISITIONS

Acquisitions 2025

No material acquisitions.

Acquisitions 2024

On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $ 70.0 million cash and $ 5.0 million of the Company’s common stock to be paid over two installments on February 1, 2026 and 2027 .

The Company preliminarily allocated $ 51.0 million of the purchase consideration to customer relationships, $ 5.6 million to acquired net assets, and the remaining $ 18.4 million to goodwill.

During the second quarter 2024 we subsequently increased the provisional amounts allocated to goodwill by $ 10.2 million and adjusted the deferred tax liability position to reflect facts and circumstances in existence at the effective time of the acquisition.

For the quarter ended June 30, 2024, the Company made a measurement period adjustment to reflect facts and circumstances in existence as of the effective time of the acquisition.

This adjustment primarily included an adjustment to deferred tax liabilities and goodwill of $ 10.2 million .

The Company allocated $ 51.0 million of the purchase consideration to customer relationships, $ 5.6 million to acquired net assets, $ 10.2 million to deferred tax liability and the remaining $ 28.6 million to goodwill.

(4) SETTLEMENT ASSETS AND OBLIGATIONS

5 unchanged sentences

Cash received by Company agents and merchants generally becomes available to us 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 us.

Receivables from business partners represent funds collected by such business partners that are in transit to the Company.

Settlement obligations consist of accrued expenses for money transfers, content providers, and EFT customer deposits and accounts payable to agents and content providers.

4 unchanged sentences

(in millions)

September 30,

Settlement assets:

10 unchanged sentences

(in millions)

September 30,

Cash and cash equivalents

4 unchanged sentences

(5) STOCKHOLDERS' EQUITY

Earnings Per Share

Basic earnings per share has been computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the respective period.

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

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’s common stock, assumed vesting of restricted stock units and the assumed conversion of the Company’s convertible debt, if such conversion would be dilutive.

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

1 unchanged sentence

Three Months Ended

September 30,

Nine Months Ended

September 30,

Computation of diluted earnings:

7 unchanged sentences

The table includes all stock options and restricted stock units that are dilutive to the Company's weighted average common shares outstanding during the period.

The calculation of diluted earnings per share excludes stock options or shares of restricted stock units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately 3.1 million and 3.1 million for the three and nine months ended September 30, 2024 and 3.6 million and 2.7 million for the three and nine months ended September 30, 2023 , respectively .

The Company issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019.

The calculation of diluted earnings per share excludes stock options or shares of restricted stock units that are anti-dilutive to the Company's weighted average common shares outstanding of approximately 3.6 million and 3.3 million for the three months ended March 31, 2025 and 2024 .

Euronet issued Convertible Senior Notes ("Convertible Notes") due March 2049 on March 18, 2019.

The Convertible Notes currently have a settlement feature requiring us 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 Euronet's common stock or a combination thereof, at the Company's option.

The Company has stated its intent to settle any conversion of these notes by paying cash for the principal value and issuing common stock for any conversion premium;

however, after adopting ASU 2020 - 06 , 2.8 million incremental shares assumed for conversion of convertible notes is required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger has been met.

Therefore, the Convertible Notes were included in the calculation of diluted earnings per share if their inclusion was dilutive.

The dilutive effect increases the more the market price for the Company's common stock exceeds the conversion price of $ 188.73 per share.

however, after adopting ASU 2020 - 06 , 2.8 million incremental shares assumed for conversion of Convertible Notes were initially required to be included in the dilutive earnings per share calculation, if dilutive, regardless of whether the market price trigger had been met.

Therefore, the Convertible Notes are included in the calculation of diluted earnings per share if their inclusion is dilutive.

The dilutive effect increases the more the market price exceeds the conversion price of $ 188.73 per share.

See Note 10 , Debt Obligations, to the consolidated financial statements for more information about the Convertible Notes.

During March 2025, almost all of the Convertible Note holders exercised their right to require the Company to repurchase their notes, and we repurchased $ 491.8 million of Convertible Notes leaving $ 33.2 million of Convertible Notes outstanding at March 31, 2025.

This repurchase reduced the weighted average incremental shares from assumed conversion from 2.8 million in the prior year to 2.3 million at March 31, 2025.

Share repurchases

On September 13, 2023, the Company put a repurchase program in place to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 13, 2025.

As of September 30, 2024, 5.9 million shares were available to be repurchased under this repurchase program.

As of March 31, 2025 , approximately $ 121.9 million in value of additional shares were available to be repurchased under this repurchase program.

On September 11, 2024, the Company put a repurchase program in place to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 11, 2026.

As of September 30, 2024, 7.0 million shares were available to be repurchased under this repurchase program.

As of March 31, 2025 , all shares were available to be repurchased under this repurchase program.

Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10 b 5 - 1 plan.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (loss)

Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments.

The Company recorded foreign currency translation adjustments of $ 87.1 million and $ 32.1 million for the three and nine months ended September 30, 2024 and ( $ 61.0 ) million and ($ 30.1 ) million for the three and nine months ended September 30, 2023 , respectively.

There were no reclassifications of foreign currency translation adjustments into the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 .

The Company recorded foreign currency translation adjustments of $ 84.0 million for the three months ended March 31, 2025 and $( 45.0 ) million for the three months ended March 31, 2024 , respectively.

There were no reclassifications of foreign currency translation adjustments into the consolidated statements of income for the three months ended March 31, 2025 and 2024 .

( 6 ) GOODWILL AND ACQUIRED INTANGIBLE ASSETS, NET

A summary of acquired intangible assets and goodwill activity for the nine months ended September 30, 2024 is presented below:

A summary of acquired intangible assets and goodwill activity for the three months ended March 31, 2025 is presented below:

(in millions)

2 unchanged sentences

Foreign currency exchange rate changes

Balance as of September 30, 2024

Of the total goodwill balance of $ 913.3 million as of September 30, 2024 , $ 396.1 million relates to the Money Transfer Segment, $ 390.5 million relates to the EFT Processing Segment and the remaining $ 126.7 million relates to the epay Segment .

Estimated amortization expense on acquired intangible assets with finite lives as of September 30, 2024 , is expected to total $ 5.0 million for the remainder of 2024 , $ 17.8 million for 2025 , $ 18.3 million for 2026 , $ 17.0 million for 2027 , $ 16.6 million for 2028 and $ 16.6 million for 2029.

Balance as of March 31, 2025

Of the total goodwill balance of $ 882.2 million as of March 31, 2025 , $ 366.8 million relates to the Money Transfer Segment, $ 447.3 million relates to the EFT Processing Segment and the remaining $ 68.1 million relates to the epay Segment .

Estimated amortization expense on acquired intangible assets with finite lives as of March 31, 2025 , is expected to total $ 14.3 million for the remainder of 2025 , $ 18.2 million for 2026 , $ 16.7 million for 2027 , $ 16.0 million for 2028 , $ 16.0 million for 2029 and $ 15.9 million for 2030.

(7) CONVERTIBLE NOTES RECEIVABLE

1 unchanged sentence

Under the terms of the 2028 Notes, interest will accrue on the Notes at 2 % per annum and all unpaid principal and interest will be due and payable on October 18, 2028 if not converted earlier as discussed below.

The Company has a security interest in all of the assets of Koin Mobile, LLC and Marker Trax, LLC.

The outstanding principal and accrued interest were $ 60.0 million and $ 1.1 million at September 30, 2024 , respectively.

The Notes are convertible into preferred equity of Koin Mobile, LLC and Marker Trax, LLC at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the Notes.

On March, 27, 2025, the Company loaned $ 25 million to Marker Trax Digital, LLC under a promissory note (the "2030 Note") .

Under the terms of the 2030 Note, interest will accrue on the 2030 Note at 2 % per annum and all unpaid principal and interest will be due and payable on March 27, 2030 if not converted earlier as discussed below.

The Company has a security interest in all of the assets of Koin Mobile, LLC, Marker Trax, LLC, and Marker Trax Digital, LLC, The aggregate outstanding principal and accrued interest were under the 2028 Notes and

the 2030 Note $ 85.0 million and $ 1.7 million at March 31, 2025 .

The 2028 Notes and

the 2030 Note are convertible into preferred equity of Koin Mobile, LLC, Marker Trax, LLC and Marker Trax Digital, LLC, at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the related promissory note purchase agreements.

(8) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

(in millions)

September 30,

December 31, 2024

Accrued expenses

Derivative liabilities

Other tax payables

Derivative liabilities

Accrued payroll expenses

2 unchanged sentences

The Company records deferred revenues when cash payments are received or due in advance of the Company's performance.

The increase in the deferred revenue balance for the nine months ended September 30, 2024 is the result of $ 32.5 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations , offset by $ 31.7 million of revenues recognized.

The decrease in the deferred revenue balance for the three months ended March 31, 2025 is the result of $ 77.2 million of revenues recognized and $ 78.0 million of cash payments received in the current year for which the Company has not yet satisfied the performance obligations.

(10) DEBT OBLIGATIONS

1 unchanged sentence

(in millions)

September 30, 2024

March 31, 2025

December 31, 2024

11 unchanged sentences

Credit Facility

On October 24, 2022, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $ 1.03 billion to $ 1.25 billion and to extend the expiration to October 24, 2027 .

The revolving credit facility contains a sublimit of up to $ 250 million, with $ 150 million committed, for the issuance of letters of credit and a $ 75 million sublimit for U.S.

On December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $ 1.25 billion to $ 1.9 billion and to extend the expiration to December 17, 2029 .

The amended Credit Facility includes a multi-currency borrowing tranche totaling $ 1,685 million and a U.S.

dollar borrowing tranc he totaling $ 215 million .

The amended Credit Facility also removes the credit spread adjustment on SOFR and SONIA borrowings.

All other terms remain substantially the same as the existing Credit Facility.

The multi-currency tranche of the revolving Credit Facility contains a sublimit of up to $ 500 million for the issuance of letters of credit, a $ 75 million sublimit for U.S.

dollar swingline loans and a $ 75 million sublimit for swingline loans in euros or British pounds sterling.

The Credit Facility allows for borrowings in British pounds sterling, euro and U.S.

The multi-currency tranche of the Credit Facility allows for borrowings in British pounds sterling, euro and U.S.

Subject to certain conditions, the Company has the option to increase the Credit Facility by up to an additional $ 500 million by requesting additional commitments from existing or new lenders.

Fees and interest on borrowings vary based upon the Company's corporate credit rating and will be based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over a secured overnight financing rate, as defined in the agreement, with a margin, including the facility fee, ranging from 1.00 % to 1.625 % or the base rate, as selected by the Company.

The applicable margin for borrowings under the credit facility, based on the Company's current credit rating is 1.25 % including the facility fee.

Borrowings under the revolving Credit Facility (other than swing line loans) bear interest based on a margin over a secured financing rate or the base rate, as selected by the Company, which varies from 0.875 % to 1.375 %, in each case based on the Company’s current credit rating.

The applicable margin for borrowings under the Credit Facility, based on the Company’s current credit rating is 1.075 %.

In addition, the Company pays a facility fee on the total commitments made under the revolving Credit Facility, which varies from 0.125 % to 0.250 %.

The current facility fee is 0.175 %.

The agreement contains customary affirmative and negative covenants, events of default and financial covenants, including (all as defined in the Credit Facility):

2 unchanged sentences

Subject to meeting certain customary covenants (as defined in the Credit Facility), the Company is permitted to repurchase common stock and debt.

The Company was in compliance with all debt covenants as of September 30, 2024 .

The Company was in compliance with all debt covenants as of March 31, 2025.

Convertible Notes

2 unchanged sentences

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.

In connection with the issuance of the Convertible Notes, the Company recorded $ 12.8 million in debt issuance costs, which are being amortized through March 1, 2025.

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, (i) if the closing sale price of the Company's Common Stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) on or after March 20, 2025 and prior to the maturity date, regardless of the foregoing sale price condition, in each case at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

No sinking fund is provided for the Convertible Notes.

In addition, if a fundamental change, as defined in the Indenture, occurs prior to the maturity date, holders may require the Company to repurchase for cash all or part of their Convertible Notes 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 fundamental change repurchase date.

As of September 30, 2024 , the conversion threshold was not met.

Contractual interest expense for the Convertible Notes was $ 1.1 million and $ 3.2 million for the three and nine months ended September 30, 2024 , respectively.

Contractual interest expense for the Convertible Notes was $ 1.1 million and $ 3.1 million for the three and nine months ended September 30, 2023 , respectively.

In connection with the issuance of the Convertible Notes, the Company recorded $ 12.8 million in debt issuance costs, which were amortized through March 1, 2025.

Almost all of the holders

exercised their right to require the Company to repurchase their notes in March 2025, and we repurchased the

tendered Convertible Notes at that time with a combination of cash on hand and

a borrowing under our Credit Facility.

As of March 31,

2025, $ 33.2 million of the

Convertible Notes remain outstanding.

1.375 % Senior Notes due 2026

1 unchanged sentence

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 September 30, 2024 , the Company has outstanding € 600.0 million ($ 668.0 million) principal amount of the Senior Notes.

As of March 31, 2025 , the Company has outstanding € 600.0 million ($ 648.8 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.

Uncommitted Credit Agreements

On June 26, 2023, the Company entered into an Uncommitted Loan Agreement for $ 150 million, which expired on June 21, 2024.

This loan was a Prime rate loan, a Bloomberg Short-term Bank Yield (“BSBY”) rate loan plus 0.95 % or bore interest at the rate agreed to by the Bank and the Company at the time a loan was made.

The weighted average interest rate from the loan inception date to June 21, 2024, was 6.32 %.

On June 21, 2024, the Company rolled the $ 150 million Uncommitted Loan Agreement into a new Uncommitted Loan Agreement with a $ 400 million credit limit on or before September 30, 2024, and a credit limit of $ 250 million on or after October 1, 2024 for the sole purpose of providing vault cash for ATMs and expires no later than June 20, 2025 .

The loan had an outstanding balance of $ 250 million at September 30, 2024.

The loan is a Prime Rate Loan, a Daily SOFR Rate Loan plus 1.05 % or shall bear interest at the rate agreed to by the Bank and the Borrower at the time such Loan is made.

The weighted-average interest rate from loan inception date to September 30, 2024 , was 6.30 %.

On June 27, 2024, the Company entered into an Uncommitted Loan Agreement for $ 300 million, fully drawn and outstanding at September 30, 2024 , for the sole purpose of providing vault cash for ATMs, that expires no later than November 30, 2024 .

The loan is a Prime Rate Loan, a Daily Simple SOFR Rate Loan plus 1.125 % or shall bear interest at the rate agreed to by the Bank and the Borrower at the time such Loan is made.

The weighted-average interest rate from the loan inception date to September 30, 2024 was 6.39 %.

On June 21, 2024, the Company

rolled its existing $ 150 million Uncommitted Loan Agreement into a new

Uncommitted Loan Agreement with a $ 400 million credit limit through

September 30, 2024, and a credit limit of $ 250 million thereafter for the

sole purpose of providing vault cash for ATMs and expires no later

than June 20, 2025 .

The loan had an outstanding balance of

$ 250 million at March 31, 2025.

The loan is a Prime Rate Loan,

a Daily SOFR Rate Loan plus 1.05 % or shall bear interest at the

rate agreed to by the Bank and the Company at the time such loan is made.

weighted-average interest rate from loan inception date to March 31,

2025, was 5.86 %.

Other obligations

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 September 30, 2024 and December 31, 2023 , borrowings under these arrangements were $ 4.8 million and $ 0.3 million, respectively .

of our subsidiaries have available credit lines and overdraft facilities to

generally supplement short-term working capital requirements, when necessary.

On October 9, 2024, the Company completed a facility of MYR 140 million and an overdraft facility of MYR 100 million for its Malaysian business.

Each advance under this facility shall be made for a term of one month or such other period of up to 12 months.

As of March 31, 2025 $ 43.8 million was borrowed under this facility.

Including the Malaysian facility, t here was a total of $ 44.2 million outstanding under our subsidiaries credit

lines and overdraft facilities as of March 31, 2025.

Debt Issuance Costs

As of September 30, 2024 , the Company had unamortized debt issuance costs of $ 2.5 million for the Credit Facility, $ 1.0 million for the Convertible Notes and $ 2.0 million for the Senior Notes that will be amortized through October 2027, March 2025 and May 2026, respectively.

As of March 31, 2025 , the Company had unamortized debt issuance costs of $ 5.1 million for the Credit Facility and $ 1.4 million for the Senior Notes that will be amortized through October 2027 and May 2026, respectively.

(11) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

10 unchanged sentences

T he Company had foreign currency forward contracts outstanding in the U.S.

with a notional value of $ 531.3 million and $ 393.3 million as of September 30, 2024 and December 31, 2023 , respectively .

with a notional value of $ 415.6 million and $ 281.5 million as of March 31, 2025 and December 31, 2024 , respectively .

The foreign currency forward contracts consist primarily in Australian dollars, Canadian dollars, British pounds sterling, euros 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.

T he Company had foreign currency forward contracts outstanding with a notional value of $ 193.7 million and $ 563.1 million as of September 30, 2024 and December 31, 2023 , respectively , primarily in euro.

T he Company had foreign currency forward contracts outstanding with a notional value of $ 396.6 million and $ 710.4 million as of March 31, 2025 and December 31, 2024 , respectively , primarily in euro.

Foreign currency exchange contracts - xe Operations

1 unchanged sentence

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 $ 23.2 million and $ 66.5 million for the three and nine months ended September 30, 2024 , respectively, and $ 22.2 million and $ 63.8 million for the three and nine months ended September 30, 2023 , respectively.

Foreign exchange revenues from xe's total portfolio of positions were $ 22.8 million for the three months ended March 31, 2025 , and $ 20.9 million for the same period in 2024 .

All of the derivative contracts used in the Company's xe operations are economic hedges and are not designated as hedges under ASC 815 .

5 unchanged sentences

The aggregate equivalent U.S.

dollar notional amount of foreign currency derivative customer contracts held by the Company in its xe operations as of September 30, 2024 and December 31, 2023 was $ 1.1 billion and $ 1.1 billion, respectively.

dollar notional amount of foreign currency derivative customer contracts held by the Company in its xe operations as of March 31, 2025 and December 31, 2024 was $ 0.9 billion and $ 0.9 billion, respectively.

The significant majority of customer contracts are written in major currencies such as the euro, U.S.

6 unchanged sentences

Balance Sheet Location

September 30, 2024

March 31, 2025

December 31, 2024

Balance Sheet Location

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Other current liabilities

The following tables summarize the gross and net fair value of derivative assets and liabilities as of September 30, 2024 and December 31, 2023 (in millions):

The following tables summarize the gross and net fair value of derivative assets and liabilities as of March 31, 2025 and December 31, 2024 (in millions):

Offsetting of De rivative Ass ets

As of September 30, 2024

As of March 31, 2025

Gross Amounts of Recognized Assets

6 unchanged sentences

Offsetting of Derivative Liabilities

As of September 30, 2024

As of March 31, 2025

Gross Amounts of Recognized Liabilities

7 unchanged sentences

Income Statement Presentation

The following table summarizes the location and amount of gains (losses) on derivatives in the Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 :

Gain (Loss) Recognized in Income on Derivative Contracts (a)

The following table summarizes the location and amount of gains (losses) on derivatives in the Consolidated Statements of Income for the three months ended March 31, 2025 and 2024 :

Amount of Gain (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,

(in millions)

Foreign currency exchange contracts

Foreign currency exchange contracts - Ria Operations

Foreign currency exchange gain (loss), net

11 unchanged sentences

The following table details financial assets and liabilities measured and recorded at fair value on a recurring basis:

As of September 30, 2024

As of March 31, 2025

(in millions)

2 unchanged sentences

Other current assets

Convertible notes receiv able

Convertible notes receivable

Marketable securities

Foreign currency exchange contracts

9 unchanged sentences

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 as of September 30, 2024 was based on the Secured Overnight Financing Rate ("SOFR") that resets at various intervals of less than one year.

The carrying values of the Company’s revolving credit agreements approximate fair values because interest as of March 31, 2025 was based on the Secured Overnight Financing Rate ("SOFR") 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 September 30, 2024 , the fair values of the Convertible Notes and Senior Notes were $ 514.8 million and $ 646.7 million , respectively, with carrying values of $ 525.0 million and $ 668.0 million , respectively.

As of March 31, 2025 , the fair values of the Convertible Notes and Senior Notes were $ 31.6 million and $ 633.9 million , respectively, with carrying values of $ 33.2 million and $ 648.8 million , respectively.

(13) SEGMENT INFORMATION

Our reportable operating segments have been determined in accordance with ASC Topic 280 , Segment Reporting ("ASC 280 ") .

Euronet's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and is responsible for assessing performance and making resource allocation decisions across the Company's operating segments.

The CODM evaluates segment performance primarily based on financial metrics such as revenue, operating income, and other key performance indicators.

In making resource allocation decisions, the CODM reviews segment operating income and revenue on a monthly basis to assess profitability and efficiency across segments.

Additionally, the CODM considers forecast-to-actual variances in revenue, operating income, and key performance indicators as part of the forecasting process.

These measures are used to guide decisions related to capital investments, personnel allocation, and strategic initiatives across the Company’s segments.

The CODM also evaluates segment-level profitability and return on assets when making long-term investment decisions and assessing segment performance relative to strategic goals.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Euronet's reportable operating segments have been determined in accordance with ASC Topic 280 , Segment Reporting ("ASC 280 ") .

The Company currently operates in the following three reportable operating segments:

1 ) Through the EFT Processing Segment, t he Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and North America.

1 ) Through the EFT Processing Segment, t he Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and the United States.

Euronet provides comprehensive electronic payment solutions consisting of ATM cash withdrawal and deposit services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and prepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value added services.

Through this segment, t he Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

2 ) Through the epay Segment, the Company provides distribution, processing and collection services for electronic payment products, and prepaid mobile airtime through a network of POS terminals in Europe, the Middle East, Asia Pacific, South America and North America.

2 ) Through the epay Segment, Euronet provides distribution, processing and collection services for electronic payment products, and prepaid mobile airtime through a network of POS terminals in Europe, the Middle East, Asia Pacific, South America and North America.

The epay Segment also provides vouchers and physical gift fulfillment services in Europe.

3 ) Through the Money Transfer Segment, the Company provides global consumer-to-consumer money transfer services, primarily under the brand names Ria, IME, AFEX, and xe, and global account-to-account money transfer services under the brand name xe.

The Company offers services under the brand names Ria and IME through a network of sending agents, Company-owned stores, Company-owned websites, and mobile applications, disbursing money transfers through a worldwide correspondent network.

xe is a provider of foreign currency exchange information and offers money transfer services on its currency data websites .

The Company also offers customers bill payment services (primarily in the U.S.) , payment alternatives such as money orders and prepaid debit cards, comprehensive check cashing services for a wide variety of issued checks, along with competitive foreign currency exchange services and prepaid mobile top-up.

Furthermore, xe provides cash management solutions and foreign currency risk management services to small-to-medium sized businesses.

3 ) Through the Money Transfer Segment, Euronet provides global money transfers and currency exchange information in retail stores, apps, and websites through Ria Money Transfer, Xe and the Dandelion cross-border real-time payments network.

Euronet’s Money Transfer segment offers real-time, cross-border payments to consumers and businesses across 199 countries and territories, enabling banks, fintechs and big tech platforms to integrate an international payments solution into their own platforms.

Ria Money Transfer offers real-time international money transfers with a special focus on emerging markets.

In addition, Ria offers safe and affordable money transfers through a global network of cash locations and online, serving over 20 million customers annually.

Xe offers web and app-based currency information and industry-leading consumer and business cross-border money transfer services.

Customers can send money, buy property overseas, and execute other international payments via the Xe website or app.

Dandelion offers consumer and business transaction processing and fulfillment with alternative payout channels like bank accounts, cash pick-up and mobile wallets.

Dandelion powers cross-border payments for Xe and Ria, as well as third party banks, fintechs, and big tech platforms.

In addition, t he Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations and the costs of providing corporate and other administrative services in the administrative division, "Corporate Services, Eliminations and Other." These services are not directly identifiable with the Company’s reportable operating segments.

The following tables present the Company's reportable segment results for the three months and nine months ended September 30, 2024 and 2023 :

For the Three Months Ended September 30, 2024

(in millions)

Corporate Services,

Total revenues

Operating expenses:

Direct operating costs, exclusive of depreciation

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating income (loss)

For the Three Months Ended September 30, 2023

(in millions)

Corporate Services,

Total revenues

Operating expenses:

Direct operating costs, exclusive of depreciation

Salaries and benefits

Selling, general and administrative

Depreciation and amortization

Total operating expenses

Operating income (loss)

For the Nine Months Ended September 30, 2024

The following tables present the Company's reportable segment results for the three months ended March 31, 2025 and 2024 :

For the Three Months Ended March 31, 2025

(in millions)

8 unchanged sentences

Operating income (loss)

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

(in millions)

11 unchanged sentences

(in millions )

September 30, 2024

March 31, 2025

December 31, 2024

7 unchanged sentences

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.

Revenues for the Three Months Ended September 30, 2024

Revenues for the Nine Months Ended September 30, 2024

(in millions )

North America

Revenues for the Three Months Ended September 30, 2023

Revenues for the Nine Months Ended September 30, 2023

Revenues for the Three Months Ended March 31, 2025

Revenues for the Three Months Ended March 31, 2024

(in millions )

1 unchanged sentence

( 14 ) INCOME TAXES

The Company's effective income tax rate was 27.3 % and 30.0 % for the three and nine months ended September 30, 2024 respectively, compared to 29.2 % and 30.6 % for the three and nine months ended September 30, 2023 , respectively.

The Company's effective income tax rate for the three and nine months ended September 30, 2024 was higher than the applicable statutory income tax rate of 21 % mainly as a result of certain foreign earnings being subject to higher local statutory tax rates and our U.S.

deferred tax activity.

Our effective income tax rate for the three and nine months ended September 30, 2023 was higher than the applicable statutory income tax rate of 21 % as a result of our U.S.

deferred tax activity and certain foreign earnings being subject to higher local statutory tax rates.

The Company's effective income tax rate was 15.6 % and 37.9 % for the three months ended March 31, 2025 and 2024 respectively.

The Company's effective income tax rate for the three months ended March 31, 2025 was lower than the applicable statutory income tax rate of 21 % mainly as a result of our U.S.

deferred tax activity on the repurchase of Convertible Notes.

The Company's effective income tax rate for the three months ended March 31, 2024 was higher than the applicable statutory income tax rate of 21 % as a result of the Company's U.S.

deferred tax activity on foreign exchange positions and certain of its foreign earnings being subject to higher local statutory tax rates.

The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15 %.

Based on current enacted legislation effective in 2024 , the Company does not expect a material financial impact in 2024 .

We are monitoring developments and evaluating the impacts these new rules will have on our future income tax provision and effective income tax rate.

Based on current enacted legislation effective in 2025 , the Company does not expect a material impact in 2025 .

The Company is monitoring developments and evaluating the impacts these new rules will have on its future income tax provision and effective income tax rate.

(15) COMMITMENTS

As of September 30, 2024 , the Company had $ 75.2 million of stand-by letters of credit/bank guarantees issued on the Company's behalf, of which $ 4.2 million are collateralized by cash deposits held by the respective issuing banks.

As of March 31, 2025 , the Company had $ 73.3 million of stand-by letters of credit/bank guarantees issued on the Company's behalf, of which $ 1.6 million are collateralized by cash deposits held by the respective issuing banks.

Under certain circumstances, the Company grants guarantees in support of obligations of subsidiaries.

As of September 30, 2024 , the Company had granted off balance sheet guarantees for cash in various ATM networks amounting to $ 11.1 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $ 67.4 million over the terms of agreements with the Company's customers.

As of March 31, 2025 , the Company had granted off balance sheet guarantees for cash in various ATM networks amounting to $ 10.8 million over the terms of the cash supply agreements and performance guarantees amounting to approximately $ 35.5 million over the terms of agreements with the Company's customers.

From time to time, the Company enters into agreements with commercial counterparties that contain indemnification provisions, the terms of which may vary depending on the negotiated terms of each respective agreement.

2 unchanged sentences

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, 2024 , the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $ 572.0 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 managing the damage to ATMs and theft of ATM network cash.

As of March 31, 2025 , the balance of such cash used in the Company's ATM networks for which the Company was responsible was approximately $ 483.7 million .

The Company and suppliers maintain 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 the Company's customers and other parties as a result of the breach of the Company's computer systems, including in particular, losses arising from fraudulent transactions made using information stolen through the Company's processing systems.

8 unchanged sentences

The Company has obtained surety bonds in compliance with money transfer licensing requirements of the applicable governmental authorities.

To date, the Company is not aware of any significant claims made by the indemnified parties or third parties to guarantee agreements with the Company and, accordingly, no liabilities were recorded as of September 30, 2024 or December 31, 2023 .

( 16 ) LITIGATION AND CONTINGENCIES

From time to time, the Company is a party to legal or regulatory proceedings arising in the ordinary course of the Company's 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's consolidated financial condition or results of operations.

In accordance with U.S.

GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Currently , there are no legal proceedings or regulatory findings which are both probable that a liability has been incurred and can be reasonably estimated 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.

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.

During July 2024, the Company received an adverse judicial decision related to withholding taxes on certain agency relationships in Italy within the Money Transfer Segment, which the Company plans to appeal.

In January 2025, the Company received a positive judicial decision in the same court related to the same issue but corresponding to a different taxable period.

The Company completed an assessment and concluded that it is reasonably possible that a liability has been incurred, but not probable.

The principal amount of the agent-based withholding tax could be approximately $ 16.5 million for all open periods.

In March 2025, the Co mpany was notified of a fire, resulting in the loss of Malaysian Ringgit notes in the custody of a third-party service provider.

The third-party service provider had the risk of loss based on the terms of the contractual arrangement.

The bank note balance of approximately $ 10 million was moved to other receivables as of March 31, 2025.

At this time the Company has determined that it is probable the bank notes will be recovered from the third-party service provider.

The Company enters into operating leases for ATM sites, office spaces, retail stores and equipment.

The Company's finance leases are immaterial.

Right of use assets (ROU) and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease terms.

Right of use (ROU) 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.

4 unchanged sentences

The Company also has a unilateral termination right for most of the ATM site leases.

Since the Company is not reasonably certain not to exercise termination options, p ayments 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.

Since the Company is not reasonably certain not to exercise termination options, pa yments 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's 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.

2 unchanged sentences

Future minimum lease payments

Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of September 30, 2024 are:

As of September 30, 2024

Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of March 31, 2025 are:

As of March 31, 2025

Maturity of Lease Liabilities (in millions)

10 unchanged sentences

Three Months Ended

September 30, 2024

March 31, 2025

Three Months Ended

September 30, 2023

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

March 31, 2024

Operating lease expense

5 unchanged sentences

Lease Term and Discount Rate of Operating Leases

As of September 30, 2024

As of March 31, 2025

Weighted- average remaining lease term (years)

2 unchanged sentences

Other Information (in millions)

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Three Months Ended

March 31, 2025

Three Months Ended

March 31, 2024

Cash paid for amounts included in the measurement of lease liabilities (a)

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements