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 and the assumed conversion of the Company's convertible debentures.

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



	Year Ended December 31,
	2013	2012	2011
Computation of diluted weighted average shares outstanding:
Basic weighted average shares outstanding	49,964,819	50,529,476	50,944,349
Incremental shares from assumed exercise of stock options and vesting of restricted stock	1,953,484	883,034	785,164
Incremental shares from assumed conversion of convertible debentures	64,317	—	—
Diluted weighted average shares outstanding	51,982,620	51,412,510	51,729,513

The table includes all stock options and restricted stock 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 that are anti-dilutive to the Company's weighted average common shares outstanding for the years ended December 31, 2013, 2012 and 2011 of approximately 438,000, 3,679,000 and 1,956,000, respectively.

The Company had convertible debentures that, if converted, would have had a potentially dilutive effect on its Common Stock. In September 2013, the Company repurchased at par the remaining $3.6 million of principal amount of the convertible debentures outstanding. As required by ASC Topic 260, Earnings per Share, if dilutive, the impact of the contingently issuable shares must be included in the calculation of diluted earnings per share under the “if-converted” method, regardless of whether the conditions upon which the debentures would be convertible into shares of the Company’s Common Stock have been met. Under the if-converted method, the dilutive effect of the assumed conversion of the debentures was 64,317 shares for the year ended December 31, 2013. The assumed conversion of the debentures was anti-dilutive for the years ended December 31, 2012 and 2011.

Share repurchases

In August 2011, the Board of Directors authorized a stock repurchase program ("2011 Program") allowing the Company to repurchase up to $100 million in value or 5.0 million shares of its Common Stock. During 2011 and 2012, the Company repurchased 1.0 million shares for a total value of $16.0 million and 2.0 million shares for a total value of $42.9 million, respectively, under the 2011 Program. The average purchase price per share was $15.65 and $21.60 for the years ended December 31, 2011 and 2012, respectively. The 2011 program expired in August 2013.

In September 2013, the Board of Directors authorized a stock repurchase program through September 19, 2015 ("2013 program") allowing the Company to repurchase up to $100 million in value or 5.0 million shares of its Common Stock. Because of constraints established in the Company's Credit Agreement, repurchases may only begin after December 31, 2013. Repurchases under the 2013 Program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

Preferred Stock

The Company has the authority to issue up to 10 million shares of preferred stock, of which no shares are currently issued or outstanding.

Stockholder Rights Agreement

On March 26, 2013, the Company entered into a new Rights Agreement (the "Rights Agreement") with Computershare Trust Company, N.A., as Rights Agent. The Rights Agreement became effective at the close of business on April 3, 2013, immediately following the expiration of the prior rights agreement, and has a three year term. In connection with its approval of the Rights Agreement, the Board of Directors also declared a dividend of one "Right" for each outstanding share of Euronet's common stock, payable on April 3, 2013 to stockholders of record at the close of business on April 3, 2013. As long as the Rights are attached to the common shares, the Company will issue one Right (subject to adjustment) with each new common share that is issued so that all such shares will have attached Rights. When exercisable, each Right will initially entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock at a price of $125 per one one-hundredth of a share, subject to adjustment. Upon occurrence of a trigger event under the Rights Agreement, each holder of a Right (excluding certain holders) thereafter would have the right to receive upon exercise a number of common shares having a market value of two times the then current price of the Right.

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

Accumulated other comprehensive loss

As of December 31, 2013 and 2012, accumulated other comprehensive loss consists entirely of foreign currency translation adjustments. The Company recorded a foreign currency translation gain of $0.8 million and $10.9 million for the years ended December 31, 2013 and 2012, respectively. For the year ended December 31, 2011, the Company recorded a foreign currency translation loss of $26.7 million. During 2013, the Company reclassified $0.3 million of foreign currency translation into the Consolidated Statements of Income. There were no reclassifications of foreign currency translation into the Consolidated Statements of Income for the years ending December 31, 2012 and 2011.