Cardtronics 10Q 2021 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended	March 31, 2021

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: 001-37820

________________________________________

Cardtronics plc

(Exact name of registrant as specified in its charter)


England and Wales			98-1304627
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)


2050 West Sam Houston Parkway South, Suite 1300		77042
Houston	Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 308-4000


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	CATM	NASDAQ Stock 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. Yes ☑ No ☐

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). Yes ☑ No ☐

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

☑

Accelerated filer

☐

Non-accelerated filer

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Shares outstanding as of May 5, 2021: 45,265,702 Ordinary shares, nominal value $0.01 per share.

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CARDTRONICS PLC

TABLE OF CONTENTS

When we refer to “us,” “we,” “our,” “ours,” “the Company,” or “Cardtronics,” we are describing Cardtronics plc and/or our subsidiaries unless the context indicates otherwise.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CARDTRONICS PLC

CONSOLIDATED BALANCE SHEETS

(In thousands, excluding share and per share amounts)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	197,363	$	174,242
Accounts and notes receivable	94,775		96,902
Less: Allowance for credit losses	(7,005)		(7,035)
Accounts and notes receivable, net	87,770		89,867
Inventory, net	6,210		6,598
Restricted cash	141,859		137,353
Prepaid expenses, deferred costs, and other current assets	50,338		53,953
Total current assets	483,540		462,013
Property and equipment, net of accumulated depreciation of $657,069 and $637,835 as of March 31, 2021 and December 31, 2020, respectively	412,861		429,842
Operating lease assets	56,434		60,368
Intangible assets, net of accumulated amortization of $460,841 and $454,533 as of March 31, 2021 and December 31, 2020, respectively	75,250		84,629
Goodwill	760,811		759,102
Deferred tax assets, net	17,774		17,382
Prepaid expenses, deferred costs, and other noncurrent assets	23,188		18,109

Total assets	$	1,829,858	$	1,831,445

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	5,000	$	5,000
Current portion of other long-term liabilities	51,744		64,799
Accounts payable	46,053		39,901
Accrued liabilities	373,015		366,285
Total current liabilities	475,812		475,985
Long-term liabilities:
Long-term debt	772,693		773,177
Asset retirement obligations	56,859		56,973
Deferred tax liabilities, net	55,471		51,484
Operating lease liabilities	53,681		56,683

Other long-term liabilities	21,886		37,727
Total liabilities	1,436,402		1,452,029

Commitments and contingencies (See Note 13)	0		0

Shareholders' equity:
Ordinary shares, $0.01 nominal value; 45,255,680 and 44,539,433 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	453		445
Additional paid-in capital	333,596		343,042
Accumulated other comprehensive loss, net	(76,062)		(93,731)
Retained earnings	135,568		129,693
Total parent shareholders' equity	393,555		379,449
Noncontrolling interests	(99)		(33)
Total shareholders’ equity	393,456		379,416
Total liabilities and shareholders’ equity	$	1,829,858	$	1,831,445

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, excluding share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Revenues:
ATM operating revenues	$	255,018	$	291,799
ATM product sales and other revenues	12,816		14,803
Total revenues	267,834		306,602
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c))	150,803		193,630
Cost of ATM product sales and other revenues	8,796		12,092
Total cost of revenues	159,599		205,722
Operating expenses:
Selling, general, and administrative expenses	42,909		42,378

Restructuring expenses	1,692		1,209
Acquisition related expenses	1,440		0

Depreciation and accretion expense	32,285		32,211
Amortization of intangible assets	6,086		8,413
Loss on disposal and impairment of assets	353		921
Total operating expenses	84,765		85,132
Income from operations	23,470		15,748
Other expenses:
Interest expense, net	10,761		6,421
Amortization of deferred financing costs and note discount	1,043		3,486

Other expenses, net	2,842		3,829
Total other expenses	14,646		13,736
Income before income taxes	8,824		2,012
Income tax expense (benefit)	2,951		(3,737)
Net income	5,873		5,749
Net loss attributable to noncontrolling interests	(3)		(6)
Net income attributable to controlling interests and available to common shareholders	$	5,876	$	5,755

Net income per common share – basic	$	0.13	$	0.13
Net income per common share – diluted	$	0.13	$	0.13

Weighted average shares outstanding – basic	44,959,960		44,729,824
Weighted average shares outstanding – diluted	45,609,764		45,741,261

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2021		2020
Net income	$	5,873	$	5,749
Unrealized gain (loss) on interest rate derivative contracts, net of deferred income tax expense of $4,610 and benefit of $12,103 for the three months ended March 31, 2021 and 2020, respectively	15,064		(39,842)
Foreign currency translation adjustments, net of deferred income tax expense of $238 and benefit of $561 for the three months ended March 31, 2021 and 2020, respectively	2,605		(19,620)
Other comprehensive income (loss)	17,669		(59,462)
Total comprehensive income (loss)	23,542		(53,713)
Less: Comprehensive (loss) income attributable to noncontrolling interests	(66)		35
Comprehensive income (loss) attributable to controlling interests	$	23,608	$	(53,748)

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Three Months Ended March 31, 2021
	Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Retained Earnings			Noncontrolling Interests
	Shares	Amount								Total
Balance as of December 31, 2020	44,539	$	445	$	343,042	$	(93,731)	$	129,693		$	(33)	$	379,416

Issuance of common shares for share-based compensation, net of forfeitures	717	8		760		—		—			—		768
Share-based compensation expense	—	—		4,258		—		—			—		4,258
Tax payments related to share-based compensation	—	—		(14,464)		—		—			—		(14,464)


Unrealized gain on interest rate derivative contracts, net of deferred income tax expense of $4,610	—	—		—		15,064		—			—		15,064
Net income attributable to controlling interests	—	—		—		—		5,876			—		5,876
Net loss attributable to noncontrolling interests	—	—		—		—		—			(3)		(3)
Foreign currency translation adjustments, net of deferred income tax expense of $238	—	—		—		2,605		(1)			(63)		2,541
Balance as of March 31, 2021	45,256	$	453	$	333,596	$	(76,062)	$	135,568		$	(99)	$	393,456


	Three Months Ended March 31, 2020
	Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Retained Earnings			Noncontrolling Interests
	Shares	Amount								Total
Balance as of December 31, 2019	44,676	$	447	$	332,109	$	(77,887)	$	125,763		$	(106)	$	380,326
Cumulative effect of change in accounting principle	—	—		—		—		(1,871)			—		(1,871)
Issuance of common shares for share-based compensation, net of forfeitures	286	3		271		—		—			—		274
Share-based compensation expense	—	—		5,193		—		—			—		5,193
Tax payments related to share-based compensation	—	—		(5,515)		—		—			—		(5,515)
Repurchase of common shares	(506)	(5)		(3,530)		—		(13,338)			—		(16,873)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $12,103	—	—		—		(39,842)					—		(39,842)
Net income attributable to controlling interests	—	—		—		—		5,755			—		5,755
Net loss attributable to noncontrolling interests	—	—		—		—		—			(6)		(6)
Foreign currency translation adjustments, net of deferred income tax benefit of $561	—	—		—		(19,620)		(3)			41		(19,582)
Balance as of March 31, 2020	44,456	$	445	$	328,528	$	(137,349)	$	116,306		$	(71)	$	307,859

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three months ended March 31,
	2021		2020
Cash flows from operating activities:
Net income	$	5,873	$	5,749
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization of intangible assets	38,371		40,624
Amortization of deferred financing costs and note discount	1,043		3,486
Share-based compensation expense	4,258		5,193
Deferred income tax (benefit) expense	(780)		9,602
Loss on disposal and impairment of assets	353		921
Other reserves and non-cash items	3,311		4,361

Changes in assets and liabilities:
Decrease in accounts and notes receivable, net	2,129		3,171
Decrease (increase) in prepaid expenses, deferred costs, and other current assets	2,992		(11,645)
Decrease (increase) in inventory, net	177		(1,454)
Decrease in other assets	2,946		3,866
Increase (decrease) in accounts payable	6,122		(8,813)
Increase (decrease) in restricted cash liabilities	4,346		(39,871)
Increase (decrease) in accrued liabilities	5,371		(11,209)
Decrease in other liabilities	(7,160)		(2,861)
Net cash provided by operating activities	69,352		1,120

Cash flows from investing activities:
Additions to property and equipment	(16,246)		(18,429)

Net cash used in investing activities	(16,246)		(18,429)

Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	0		731,862
Repayments of borrowings under revolving credit facility	0		(144,754)

Repayments of term loan facility	(1,250)		0


Tax payments related to share-based compensation	(14,464)		(5,515)
Proceeds from exercises of stock options	760		293
Repurchase of common shares	0		(16,873)
Payment of contingent consideration	(9,193)		0
Other financing activities	(36)		0
Net cash (used in) provided by financing activities	(24,183)		565,013

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(1,296)		(6,649)
Net increase in cash, cash equivalents, and restricted cash	27,627		541,055

Cash, cash equivalents, and restricted cash as of beginning of period	311,595		117,469
Cash, cash equivalents, and restricted cash as of end of period	$	339,222	$	658,524

Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,628	$	1,992
Cash paid for income taxes, net	$	5,881	$	2,666

The accompanying notes are an integral part of these consolidated financial statements.

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CARDTRONICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) General and Basis of Presentation

(a) General

Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company” or “Cardtronics”), provides convenient automated financial related services to consumers through its global network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). The Company is the world’s largest ATM owner/operator, providing services in North America, Europe and Africa, and Australia and New Zealand. The Company evaluates, oversees and manages the financial performance of the business through these 3 operating segments, further described in Note 15. Segment Information.

The Company’s revenues are generally recurring in nature and historically have been derived primarily from convenience transaction fees (or "surcharge"), which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable electronic funds transfer ("EFT") network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees from financial institutions that participate in the Company's Allpoint network ("Allpoint"), the largest retail-based surcharge-free ATM network (based on the number of participating ATMs), (ii) fees for bank-branding ATMs and providing financial institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services solutions and transaction processing services to retailers and financial institutions, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion ("DCC"), and (v) revenues from the sale of ATMs, ATM-related equipment and other ancillary services.

On January 25, 2021, the Company entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash (the “NCR Transaction”). This followed the Company's delivery of a notice to terminate its previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P., dated as of December 15, 2020, pursuant to which the Company would have been acquired by Catalyst for $35.00 per share in cash, in accordance with the terms of such agreement. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals. Cardtronics shareholders approved the transaction on May 7, 2021. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. During the three months ended March 31, 2021, the Company incurred $1.4 million of costs related to the proposed acquisition of the Company, including legal and professional fees, and certain other administrative expenses presented in the Acquisition related expenses line on the Consolidated Statements of Operations.

(b) Basis of Presentation

This Quarterly Report on Form 10-Q (this “Form 10-Q”) has been prepared pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”) applicable to interim financial information. As this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the U.S. (“U.S. GAAP” or “GAAP”), although the Company believes that the disclosures are adequate to make the information not misleading. This Form 10-Q should be read along with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.

All normal recurring adjustments necessary for a fair presentation of the Company’s interim and prior period results have been made. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of results of operations that may be expected for any other interim period or for the full fiscal year.

The unaudited interim financial statements include the accounts of the Company. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority (95.7%) interest in, and realizes a majority of the earnings and/or losses of, Cardtronics Mexico, S.A. de C.V.; thus this entity is reflected as a consolidated subsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests.

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The preparation of the unaudited interim financial statements to conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this Form 10-Q and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and these differences could be material to the financial statements.

The Company presents the Cost of ATM operating revenues in the Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets.

The following table reconciles the amounts excluded from the Cost of ATM operating revenues line in the Consolidated Statements of Operations to total depreciation, accretion, and amortization of intangible assets included in the Consolidated Statement of Operations for the periods presented:


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Depreciation and accretion expenses related to ATMs and ATM-related assets	$	25,875	$	22,781
Amortization of intangible assets	6,086		8,413
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues	31,961		31,194
Depreciation and accretion expense included in Selling, general, and administrative expenses	6,410		9,430
Total depreciation, accretion and amortization of intangible assets	$	38,371	$	40,624

(d) Restructuring Expenses

During the three months ended March 31, 2021, the Company continued certain corporate reorganization and cost reduction initiatives that began in 2020, partly in response to the impacts of the COVID-19 pandemic (the "Pandemic"). In the three months ended March 31, 2021 and 2020, the Company incurred $1.7 million and $1.2 million, respectively, of pre-tax expenses related to these activities that primarily included facility closures, workforce reductions and other related charges.

The following table reflects the amounts recorded in the Restructuring expenses line in the Consolidated Statements of Operations for the periods presented:


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Europe & Africa	$	1,549	$	1,000


Corporate	143		209
Total	$	1,692	$	1,209

The costs incurred in Europe & Africa for the three months ended March 31, 2021 and 2020 included facility related costs consisting of non-cash asset write-offs and accelerated lease expenses as well as amounts pertaining to workforce reductions, primarily in the U.K. The costs incurred in Corporate for the three months ended March 31, 2021 included amounts pertaining to workforce reductions and the costs incurred in Corporate for the three months ended March 31, 2020 primarily consisted of professional fees. The restructuring liability balances as of March 31, 2021 and 2020 were $1.6 million and $0.6 million, respectively. The restructuring liability balance as of December 31, 2020 was $2.2 million.

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(e) Cash, Cash Equivalents, and Restricted Cash

For purposes of reporting financial condition, cash and cash equivalents include cash in bank and short-term deposit accounts and physical cash. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a liability. Restricted cash primarily consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. Restricted cash in current assets is offset by a corresponding liability balance in the Accrued liabilities line in the Consolidated Balance Sheets. The changes in the settlement liabilities corresponding to the changes in the balance of restricted cash during the three months ended March 31, 2021 and 2020 are presented in the Consolidated Statements of Cash Flows within the Increase (decrease) in restricted cash liabilities line.

The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as of March 31, 2021 and 2020, corresponding with the balances in the Consolidated Statements of Cash Flows.


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Cash and cash equivalents	$	197,363	$	613,728
Restricted cash	141,859		44,796
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows	$	339,222	$	658,524

(f) Accounts and Notes Receivable, net

Accounts and notes receivable are comprised of amounts due from the Company’s clearing and settlement banks for transaction revenues earned on transactions processed during the month ending on the balance sheet date, as well as receivables from surcharge-free network customers, bank-branding and network-branding customers, managed services customers and for ATMs and ATM-related equipment sales and service. Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for credit losses represents the Company’s best estimate of the future expected credit losses on the Company's existing accounts and notes receivable. Accounting Standards Codification Topic 326 ("Topic 326") requires recognition of credit losses when expected based on a broad range of information, including historical experience and current economic conditions. The Company applies an aging based methodology using historic loss experience and aging categories. Where necessary, the Company segregates receivables into pools with common characteristics. In addition, where appropriate and where the available information indicates that losses would be minimal, an estimated loss rate is applied. In all cases, losses are recognized when expected. The Company holds no material financing receivables and no other financial instruments measured at amortized cost.

For the three months ended March 31, 2021 and 2020, the Company assessed the likelihood of collection of its receivables utilizing historical loss rates and current market conditions that included the estimated impact of the global COVID-19 pandemic. The Company recorded an insignificant provision for estimated credit losses during the three months ending March 31, 2021 and a provision of $0.9 million during the three months ending March 31, 2020.

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(g) Inventory

The Company’s inventory is determined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts the carrying values to the lower of cost or net realizable value.

The following table reflects the Company’s primary inventory components:


	March 31, 2021		December 31, 2020
	(In thousands)
ATMs	$	1,563	$	1,837
ATM spare parts and supplies	6,320		6,525
Total inventory	7,883		8,362
Less: Inventory reserves	(1,673)		(1,764)
Inventory, net	$	6,210	$	6,598

(h) Warrants

Concurrent with the issuance of the 1.00% Convertible Senior Notes due 2020 (the "Convertible Notes") in November 2013, Cardtronics, Inc. entered into separate convertible note hedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The net effect of these transactions effectively raised the price at which dilution would occur from the $52.35 initial conversion price of the Convertible Notes to $73.29. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders' equity section in the Consolidated Balance Sheets.

The note hedge terminated upon the maturity of the Convertible Notes in 2020. The 2.2 million warrants that remain outstanding as of March 31, 2021 have a strike price of $73.29 and expire incrementally on a series of expiration dates through August 30, 2021.

If the share price of the Company's stock remains below the strike price of the warrants, Cardtronics plc’s shareholders will not experience any dilution; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, Cardtronics plc would be required to, at the Company’s election, (i) issue additional shares to the warrant holders or (ii) settle the difference between the price of the shares and the strike price of the warrants in cash to the warrant holders.

(2) New Accounting Pronouncements

Adoption of New Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intra-period allocations and calculating income taxes in interim periods. The ASU also adds guidance intended to reduce complexity in certain areas, including recognizing deferred taxes for certain changes in the tax basis of goodwill and allocating taxes to members of a consolidated group. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on the Company's financial statements.

In October 2020, FASB issued ASU 2020-10, Codification Improvements, which clarifies application of guidance to a wide variety of topics in the Accounting Standard Codification. The guidance also includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to disclose information in the notes to the financial statements is codified in the disclosure section of the respective codification and to clarify guidance so that entities can apply guidance more consistently where the original guidance may have been unclear. The ASU is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this ASU did not have a material impact on the Company's financial statements.

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In January 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which serves to clarify the scope of Topic 848 to explicitly include derivative instruments both directly and indirectly impacted by the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR") (collectively, "reference rate reform") and to allow certain practical expedients to be applied to derivative instruments indirectly impacted by reference rate reform. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of this guidance has had no impact on the consolidated financial statements as the Company has not yet modified any of the existing contracts in response to the reference rate reform. The impact of this ASU will ultimately depend on the terms of any future contract modifications related to a change in reference rate, including potential future modifications to the Company's debt facilities, vault cash agreements and cash flow hedges.

Accounting Pronouncements Issued But Not Yet Adopted

Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its consolidated financial statements.

(3) Revenue Recognition

Disaggregated Revenues

The following tables detail the revenues of the Company’s reportable segments disaggregated by financial statement line and component of revenue:



	Three Months Ended March 31, 2021
	(In thousands)
	North America		Europe & Africa		Australia & New Zealand		Eliminations		Consolidated
Surcharge revenues	$	61,452	$	16,734	$	15,203	$	0	$	93,389
Interchange revenues	32,160		34,135		0		0		66,295
Bank-branding and surcharge-free network revenues	61,309		280		0		0		61,589
Managed services and processing revenues	28,038		1,686		4,509		(488)		33,745
Total ATM operating revenues	182,959		52,835		19,712		(488)		255,018

ATM product sales and other revenues	9,086		3,243		487		0		12,816
Total revenues	$	192,045	$	56,078	$	20,199	$	(488)	$	267,834



	Three Months Ended March 31, 2020
	(In thousands)
	North America		Europe & Africa		Australia & New Zealand		Eliminations		Consolidated
Surcharge revenues	$	81,977	$	32,596	$	15,945	$	0	$	130,518
Interchange revenues	31,610		44,825		0		0		76,435
Bank-branding and surcharge-free network revenues	54,538		347		0		0		54,885
Managed services and processing revenues	25,116		2,190		4,307		(1,652)		29,961
Total ATM operating revenues	193,241		79,958		20,252		(1,652)		291,799

ATM product sales and other revenues	12,756		1,942		105		0		14,803
Total revenues	$	205,997	$	81,900	$	20,357	$	(1,652)	$	306,602

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As presented, certain prior year revenue amounts have been reclassified to ensure consistency with the current year presentation and management's current views concerning the classification of revenues related to managed services and processing arrangements. The reclassified amounts previously presented as Managed services and processing revenues were reclassified as Surcharge revenues and Bank-branding and surcharge-free network revenues, respectively, in the North America segment, and amounts previously presented as Interchange revenues were reclassified as Managed services and processing revenues in the Europe & Africa and Australia & New Zealand segments. The Company determined that these reclassifications are not material to the previously reported financial statements.

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recorded in the ATM operating revenues and ATM product sales and other revenues lines in the Consolidated Statements of Operations.

The Company presents revenues from automated consumer financial services, bank-branding and surcharge-free network offerings, managed services and other services in the ATM operating revenues line in the Consolidated Statements of Operations. ATM operating revenues are recognized (i) as the associated transactions are processed or (ii) on a monthly basis on a per ATM or per cardholder basis. When customer contracts provide for up-front fees that do not pertain to a distinct performance obligation, the fees are recognized over the term of the underlying agreement on a straight-line basis.

The Company’s bank-branding, surcharge-free network and managed services arrangements result in the Company providing a series of distinct services that have similar patterns of transfer to the customer. As a result, these arrangements create performance obligations that are satisfied over-time (generally 3-5 years) for which the Company has a right to consideration that corresponds directly with the value of the Company’s performance completed to date. In conjunction with these arrangements, the Company recognizes revenue in the amount that it has a right to receive. Variable consideration may exist in these arrangements and is recognized only to the extent a significant reversal is not probable.

The Company presents revenues from other product sales and services in the ATM product sales and other revenues line in the Consolidated Statements of Operations. The Company earns revenues from the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenues related to these activities are recognized when ownership of the equipment is transferred to the customer. With respect to the sale of ATMs to Value-Added-Resellers (“VARs”), the Company recognizes revenues related to such sales when ownership of the equipment is transferred to the VARs.

Due to the transactional nature of the Company’s revenue, there are no significant judgments that affect the determination of the amount and timing of its revenues. See the 2020 Form 10-K for further information on the components of the Company's revenues.

Contract Balances

As of March 31, 2021, the Company has recognized no significant contract assets. Contract liabilities totaled $7.6 million and $8.1 million at March 31, 2021 and December 31, 2020, respectively. These amounts represent deferred revenues for advance consideration received primarily in relation to bank-branding and surcharge-free network arrangements. The revenue recognized during the three months ended March 31, 2021 and 2020 on previously deferred revenues was not significant. The Company expects to recognize the revenue associated with its contract liabilities ratably over various periods generally extending over the next 36 months.

(4) Share-based Compensation

The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company's share price on the date of the grant.

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The following table reflects the total share-based compensation expense amounts reported in the Consolidated Statements of Operations:


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Cost of ATM operating revenues	$	258	$	545
Selling, general, and administrative expenses	4,000		4,648
Total share-based compensation expense	$	4,258	$	5,193

Restricted Stock Units. The Company grants restricted stock units (“RSUs”) under its Long-Term Incentive Plan (“LTIP”), which is an annual equity award program under the Fourth Amended and Restated 2007 Stock Incentive Plan. The ultimate number of RSUs that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors, based on the Company’s achievement of previously specified performance levels at the end of the associated performance period. RSU grants are service-based (“Time-RSUs”), performance-based (“Performance-RSUs”), or market-based (“Market-Based-RSUs”). Each is recognized ratably over the associated service period. For Time-RSUs and Market-Based-RSUs, the Company recognizes the related compensation expense based on the grant date fair value. The grant date fair value of the Time-Based RSUs is the Company's closing stock price on the date of grant while the grant date fair value of the Market-Based-RSUs is derived from a Monte Carlo simulation. For Performance-RSUs, the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met.

Time-RSUs are convertible into the Company’s common shares upon passage of the annual graded vesting periods, which begin on the date of grant and extend 3-4 years. Performance-RSUs and Market-Based-RSUs will be earned to the extent the Company achieves the associated performance-based or market-based vesting conditions and these awards are convertible into the Company’s common shares after the passage of the vesting periods which extend 3-4 years from the grant date. Although Performance-RSUs and Market-Based-RSUs are not considered to be earned and outstanding until the vesting conditions are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier). RSUs may also be granted outside of LTIPs, with or without performance-based vesting requirements.

The number of the Company’s earned non-vested RSUs as of March 31, 2021 and December 31, 2020, and changes during the three months ended March 31, 2021, are presented below:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2020	1,075,359	$	25.41
Granted	408,336	29.17
Vested	(1,035,982)	24.65
Forfeited	(3,282)	29.19
Non-vested RSUs as of March 31, 2021	444,431	$	30.61

The above table only includes earned RSUs. Performance-RSUs and Market-Based-RSUs that are not yet earned are not included. The number of unearned Performance-RSUs granted at the target threshold in 2021, net of actual forfeitures, was 58,013 units with a grant date fair value of $38.79 per unit. The number of unearned Market-Based-RSUs granted in 2021, net of actual forfeitures, was 58,007 units with a grant date fair value of $38.79 per unit. The number of unearned Performance-RSUs granted in 2020, net of actual forfeitures, was 204,374 units with a grant date fair value of $23.45 per unit. The number of unearned Market-Based-RSUs granted at the target in 2020, net of actual forfeitures, was 187,809 units with a grant date fair value of $30.48 per unit. The number of unearned Performance-RSUs granted at the target in 2019, net of actual forfeitures, was 108,498 units with a grant date fair value of $33.68 per unit. The number of unearned Market-Based-RSUs granted in 2019, net of actual forfeitures, was 108,424 units with a grant date fair value of $49.06 per unit. Time-RSUs are included in the listing of earned and outstanding RSUs when granted.

As of March 31, 2021, the unrecognized compensation expense associated with earned RSUs was $12.2 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of 2.07 years.

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Options. The number of the Company’s outstanding stock options as of March 31, 2021 and December 31, 2020, and changes during the three months ended March 31, 2021, are presented below:


	Number of Shares	Weighted Average Exercise Price
Options outstanding as of December 31, 2020	584,465	$	23.96
Granted	0	0
Exercised	(91,299)	24.76
Forfeited	0	0
Options outstanding as of March 31, 2021	493,166	$	23.81

Options vested and exercisable as of March 31, 2021	292,744	$	24.12

As of March 31, 2021, the unrecognized compensation expense associated with outstanding options was approximately $1.8 million, which will be recognized over the remaining weighted average vesting period of approximately 1.52 years. The weighted average contractual term associated with outstanding options was 8.07 years as of March 31, 2021.

(5) Earnings Per Share

The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net income available to common shareholders) when their impact on net income available to common shareholders is anti-dilutive.

Potentially dilutive securities for the three months ended March 31, 2021 include outstanding stock options, RSUs, and the potentially dilutive effect of outstanding warrants. Potentially dilutive securities for the three months ended March 31, 2020 include outstanding stock options, RSUs, and the potentially dilutive effect of outstanding warrants and shares underlying the 1.00% Convertible Senior Notes and the associated note hedges. The potentially dilutive effect of outstanding warrants, the underlying shares exercisable under the Convertible Notes, and the note hedges were excluded from diluted shares outstanding for the three months ended March 31, 2021 and 2020, as applicable, as the exercise price exceeded the average market price of the Company’s common shares in both periods presented.

The details of the Company's Earnings per Share calculation are as follows:


	Three Months Ended March 31,

	2021		2020
	(in thousands, excluding share and per share amounts)
Net income available to common shareholders	$	5,876	$	5,755
Weighted average common basic shares outstanding (for basic calculation)	44,959,960		44,729,824
Dilutive effect of outstanding common stock options and RSUs	649,804		1,011,437
Weighted average common dilutive shares outstanding (for diluted calculation)	45,609,764		45,741,261

Net income per common share - basic	$	0.13	$	0.13
Net income per common share - diluted	$	0.13	$	0.13

The computations of diluted earnings per share for the three months ended March 31, 2021 and 2020 exclude approximately 18,000 and 200,000 potentially dilutive common shares, respectively, due to the effect of including these shares in the computation would have been antidilutive.

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(6) Shareholders' Equity

Accumulated Other Comprehensive Loss, net. Accumulated other comprehensive loss, net, is a separate component of Shareholders’ equity in the Consolidated Balance Sheets. The following tables present the changes in the balances of each component of Accumulated other comprehensive loss, net, for the three months ended March 31, 2021:



	Foreign Currency Translation Adjustments			Unrealized Losses on Interest Rate Derivative Contracts			Total
	(In thousands)
Total accumulated other comprehensive loss, net as of December 31, 2020	$	(41,572)	(1)	$	(52,159)	(2)	$	(93,731)
Other comprehensive income before reclassification	2,605		(3)	6,162		(4)	8,767
Amounts reclassified from accumulated other comprehensive loss, net	0			8,902		(4)	8,902
Net current period other comprehensive income	2,605			15,064			17,669
Total accumulated other comprehensive loss, net as of March 31, 2021	$	(38,967)	(1)	$	(37,095)	(2)	$	(76,062)

(1)Net of deferred income tax benefit of $2,845 and $3,083 as of March 31, 2021 and December 31, 2020, respectively.

(2)Net of deferred income tax expense of $8,433 and $3,823 as of March 31, 2021 and December 31, 2020, respectively.

(3)Net of deferred income tax expense of $238.

(4)Net of deferred income tax expense of $1,886 and $2,724 for Other comprehensive income (loss) before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the three months ended March 31, 2021. For additional information, see Note 11. Derivative Financial Instruments.

The Company records unrealized gains and losses related to its interest rate derivative contracts, net of taxes, in the Accumulated other comprehensive loss, net line within the Consolidated Balance Sheets. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of ATM operating revenues, Interest expense, net, or Other expenses, net lines in the Consolidated Statements of Operations.

The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related to the interest rate swap contracts in Accumulated other comprehensive loss, net within the Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuation allowance was appropriately released as a tax benefit into continuing operations in 2010 will reverse out of the Accumulated other comprehensive loss, net line within the Consolidated Balance Sheets and into continuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of March 31, 2021, the disproportionate tax effect was $14.7 million.

(7) Intangible Assets

Goodwill

The Company tests goodwill for impairment annually as of its fiscal year end, or more frequently if events or circumstances indicate goodwill could be impaired. The Company did not identify any impairment indicators associated with its reporting units during the three months ended March 31, 2021.

The following table presents the net carrying amounts of the Company’s goodwill as of March 31, 2021 and December 31, 2020, as well as the changes in the net carrying amounts for the three months ended March 31, 2021, by segment. As of March 31, 2021, the Company held an immaterial amount of indefinite-lived intangible assets. For additional information related to the Company’s segments, see Note 15. Segment Information.

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	North America		Europe & Africa		Australia & New Zealand		Total
	(In thousands)
Goodwill, gross as of December 31, 2020	$	563,734	$	240,151	$	152,561	$	956,446
Accumulated impairment loss	(7,303)		(50,003)		(140,038)		(197,344)
Goodwill, net as of December 31, 2020	556,431		190,148		12,523		759,102

Foreign currency translation adjustments	1,252		621		(164)		1,709

Goodwill, gross as of March 31, 2021	564,986		240,772		152,397		958,155
Accumulated impairment loss	(7,303)		(50,003)		(140,038)		(197,344)
Goodwill, net as of March 31, 2021	$	557,683	$	190,769	$	12,359	$	760,811

(8) Accrued Liabilities

The Company’s accrued liabilities consisted of the following:


	March 31, 2021			December 31, 2020
	(In thousands)
Accrued merchant settlement	$	220,484	$	$	213,067
Accrued merchant fees	28,503			24,869
Accrued processing costs	15,103			11,676
Accrued taxes	15,744			22,217
Accrued cash-in-transit	11,031			8,549
Accrued interest	9,172			5,537
Accrued compensation	9,156			17,849
Accrued cash management fees	8,647			7,742
Accrued maintenance	8,552			6,513
Accrued purchases	6,446			8,084
Accrued telecommunications costs	1,377			2,011
Other accrued expenses	38,800			38,171
Total accrued liabilities	$	373,015		$	366,285

(9) Current and Long-Term Debt

The Company’s carrying value of current and long-term debt consisted of the following:


	March 31, 2021		December 31, 2020
	(In thousands)
Revolving credit facility due September 2024, including swingline credit facility	$	0	$	0
Term loan facility due June 2027, net of unamortized discount and capitalized debt issuance costs	480,339		480,985
5.50% Senior notes due May 2025, net of unamortized capitalized debt issuance costs	297,354		297,192
Total Debt	777,693		778,177
Less: Current portion	(5,000)		(5,000)
Total Long-Term Debt	$	772,693	$	773,177

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The Term Loan Facility (or "Term Loan") due June 2027 with a face value of $496.3 million and $497.5 million as of March 31, 2021 and December 31, 2020, respectively, is presented net of unamortized discount and capitalized debt issuance costs of $16.0 million and $16.5 million as of March 31, 2021 and December 31, 2020, respectively. Mandatory quarterly installments of principal repayments under the Term Loan, totaling $5.0 million in the next twelve months, are presented in the Current portion of long-term debt line of the Company's Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. The 5.50% Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 million are presented net of unamortized capitalized debt issuance costs of $2.6 million and $2.8 million as of March 31, 2021 and December 31, 2020, respectively.

Revolving Credit Facility

The Company is party to a $600 million revolving credit agreement with a maturity date of September 19, 2024 (the "Amended Credit Agreement"). The covenant levels for the Total Net Leverage Ratio (as defined in the second amendment entered into on May 29, 2020 and discussed further below) provide for a Restricted Period, which will end on the earlier of (a) October 1, 2021; or (b) the date on which (i) the Company terminates the Restricted Period at its election and (ii) the Total Net Leverage ratio does not exceed 4.50 to 1.0 (the "Restricted Period"). Interest rates for borrowings and the issuance of letters of credit and fees payable on any unused amounts of the revolving credit facility are subject to certain upward adjustments, including applicable margins above base rates and commitment fee rates when the Total Net Leverage Ratio exceeds 4.00 to 1.0 and base rate floors during the Restricted Period. The Company is subject to some additional limitations under certain covenant baskets during the Restricted Period.

Financial covenants under the Amended Credit Agreement are determined as of the last day of each fiscal quarter. The Company is required to maintain an Interest Coverage Ratio, as defined in the Amended Credit Agreement, of no less than 3.00 to 1.00. During the Restricted Period, the Amended Credit Agreement provides for adjustments to the Total Net Leverage Ratio covenant as follows: (i) for the fiscal quarter ending March 31, 2021, the Total Net Leverage Ratio shall not exceed 5.50 to 1.0; (ii) for the fiscal quarter ending June 30, 2021, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; and (iii) for the fiscal quarter ending September 30, 2021, the Total Net Leverage Ratio shall not exceed 5.00 to 1.0. For each fiscal quarter ending on or after the end of the Restricted Period, the Company shall not permit the Total Net Leverage ratio to exceed 4.50 to 1.0.

The Amended Credit Agreement requires certain mandatory prepayments if (i) other than as a result of fluctuations in currency exchange rates, revolving credit exposures exceed the total commitments or, solely as a result of fluctuations in currency exchange rates, the revolving credit exposures exceed 105% of the total commitments and (ii) during the Restricted Period, Unencumbered Balance Sheet Cash (as defined in the Amended Credit Agreement) exceeds $100 million for 5 consecutive business days.

The Company is limited in its ability to make certain payments. Such restricted payments are generally not permitted in the Restricted Period; however, outside of the Restricted Period the Company may generally make such restricted payments so long as no event of default exists at the time of such payment and would not result therefrom and the Total Net Leverage Ratio is equal to or less than 3.75 to 1.00 at the time such restricted payment is made. As of March 31, 2021, the Company was in compliance with all applicable covenants and ratios under the Amended Credit Agreement.

The Amended Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, (iv) notification of certain events, and (v) limitations on the ability of the Company and certain of its subsidiaries to, among other things, sell or transfer assets, merge into or consolidate with any third-party or liquidate or dissolve, incurrence or guarantee of indebtedness, create liens, make investments, pay dividends or other distributions on or redeem or repurchase shares, make payments on subordinated indebtedness, enter into certain restrictive agreements or hedging transactions, engage in transactions with affiliates, enter into sale and leaseback transactions, amend their organizational documents, amend certain terms of existing indebtedness and change their fiscal year-end.

Each of the Guarantors (as defined in the Amended Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility and the obligations under the revolving credit facility are secured by substantially all of the assets of the credit facility Guarantors, subject to permitted liens and other customary exceptions. Deferred financing costs associated with the Amended Credit Agreement are classified within the Prepaid expenses, deferred costs, and other noncurrent assets line on the Consolidated Balance Sheets.

As of March 31, 2021, the Company had 0 outstanding borrowings under its $600 million revolving credit facility and $10.0 million outstanding standby letters of credit under the facility.

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Term Loan Facility

On June 29, 2020, the Company entered into the Term Loan, by and among the Company, certain of its subsidiaries (including Cardtronics USA, Inc. as the “Borrower”), the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the Term Loan, the Company borrowed $500 million of aggregate principal and used a portion of the net proceeds to repay outstanding borrowings under its revolving credit facility and retire the 1.00% Convertible Senior Notes due December 2020. The Term Loan was issued with an original issue discount of 175 basis points and interest accrues at the rate of LIBOR plus 400 basis points, with a 1.00% LIBOR floor. Interest is payable quarterly, or in shorter intervals for LIBOR borrowings with a duration of less than three months.

The Term Loan matures on June 29, 2027 and requires installment principal repayments equal to 1% of the initial aggregate principal per annum, paid quarterly, with the outstanding balance due on the maturity date. The Term Loan Agreement requires certain other mandatory prepayments, including mandatory prepayments based on (i) a specified percentage of Excess Cash Flow (as defined in the Term Loan Agreement) on an annual basis, commencing with the fiscal year ending December 31, 2021, (ii) the net proceeds of certain asset sales and/or insurance/condemnation events above a threshold amount, subject to reinvestment rights and other exceptions and (iii) the net proceeds of any issuance or incurrence of debt that is not permitted by the Term Loan Agreement, subject to certain exceptions. Outstanding balances are fully prepayable on a voluntary basis at par, subject to premiums for certain repricing or refinancing transactions, but may not be borrowed again once prepaid.

Each of the Guarantors of the Term Loan (as defined in the Term Loan Agreement) have guaranteed the full and punctual payment of the obligations under the Term Loan Agreement and the obligations under the Term Loan Agreement are secured by substantially all of the assets of such Guarantors, subject to permitted liens and other customary exceptions.

The Term Loan Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, (iv) notification of certain events, and (v) limitations on the ability of the Company and certain of its subsidiaries to, among other things, sell or transfer assets, merge into or consolidate with any third-party or liquidate or dissolve, incur or guarantee indebtedness, create liens, make investments, pay dividends or other distributions on or redeem or repurchase shares, make payments on subordinated indebtedness, enter into certain restrictive agreements or hedging transactions, engage in transactions with affiliates, enter into sale and leaseback transactions, amend their organizational documents, amend certain terms of existing indebtedness, and change their fiscal year-end.

$300.0 million 5.50% Senior Notes Due 2025

On April 4, 2017, in a private placement offering, Cardtronics Inc. and Cardtronics USA, Inc. (the “2025 Notes Issuers”) issued $300.0 million in aggregate principal amount of the 2025 Notes pursuant to an indenture dated April 4, 2017 (the “2025 Notes Indenture”) among the 2025 Notes Issuers, Cardtronics plc, and certain of its subsidiaries, as guarantors (each, a “2025 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee.

Interest on the 2025 Notes accrues at the rate of 5.50% per annum and is payable semi-annually in cash in arrears on May 1st and November 1st of each year.

The 2025 Notes and the related guarantees (the “2025 Guarantees”) are the general unsecured senior obligations of each of the 2025 Notes Issuers and the 2025 Notes Guarantors, respectively, and rank: (i) equally in right of payment with all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future senior indebtedness and (ii) senior in right of payment to all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ future subordinated indebtedness. The 2025 Notes and the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future secured debt to the extent of the collateral securing such debt, including all borrowings under the Company’s revolving credit facility and Term Loan. The 2025 Notes are structurally subordinated to all third-party liabilities of any of Cardtronics plc’s subsidiaries (excluding the 2025 Notes Issuers) that do not guarantee the 2025 Notes.

Obligations under the 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the indenture to the 2025 Notes). There are no significant restrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Inc., Cardtronics USA, Inc., or the other 2025 Notes Guarantors by dividend or loan. None of the 2025 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X.

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The 2025 Notes are subject to certain automatic customary releases with respect to the 2025 Notes Guarantors (other than Cardtronics plc, Cardtronics Holdings Limited, and CATM Holdings LLC), including the sale, disposition, or transfer of the common shares or substantially all of the assets of such 2025 Notes Guarantor, designation of such 2025 Notes Guarantor as unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2025 Notes Guarantor. The 2025 Notes Guarantors, including Cardtronics plc, may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the 2025 Notes Indenture and certain other specified requirements under the 2025 Notes Indenture are not satisfied.

The 2025 Notes contain various covenants restricting the Company's investments, indebtedness, and payments.

(10) Other Liabilities

The Company’s other liabilities consisted of the following:


	March 31, 2021		December 31, 2020
	(In thousands)
Current portion of other long-term liabilities
Interest rate swap and cap contracts	$	22,211	$	23,916
Operating lease liabilities	17,607		18,683

Acquisition related contingent consideration	0		9,490
Asset retirement obligations	6,502		6,517
Deferred revenue	4,182		4,295
Other	1,242		1,898
Total current portion of other long-term liabilities	$	51,744	$	64,799

Noncurrent portion of other long-term liabilities
Interest rate swap and cap contracts	$	12,935	$	26,994
Deferred revenue	3,447		3,850

Other	5,504		6,883
Total noncurrent portion of other long-term liabilities	$	21,886	$	37,727

As of December 31, 2020, the Acquisition related contingent consideration line consisted of the estimated fair value of the contingent consideration associated with the Spark ATM Systems Pty Ltd. (“Spark”) acquisition that occurred in 2017.

(11) Derivative Financial Instruments

Risk Management Objectives of Using Derivatives - Interest rate risk

The Company is exposed to interest rate risk associated with its vault cash rental obligations and its floating-rate debt. The Company uses varying notional amount interest rate swap contracts and interest rate cap agreements (“Interest Rate Derivatives”) to manage the interest rate risk associated with its vault cash rental obligations in the U.S., Canada, the U.K., and Australia. The Company also uses interest rate swap or cap contracts to mitigate its exposure to floating interest rates on its floating-rate debt.

The majority of the Company’s Interest Rate Derivatives serve to mitigate interest rate risk exposure by converting a portion of the Company’s monthly floating-rate vault cash rental payments to either monthly fixed-rate vault cash rental payments or to vault cash rental payments with a capped rate. Typically, the Company receives monthly floating-rate payments from its Interest Rate Derivative counterparties that correspond to, in all material respects, the monthly floating-rate payments that are paid by the Company to its vault cash rental providers for the portion of the average outstanding vault cash balances that have been hedged. The floating-rate payments may or may not be capped or limited. In return, the Company pays its counterparties a monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cash rental and from time to time the interest on certain debt from floating-rate to a fixed or a capped rate, the impact of favorable and unfavorable changes in future interest rates on the monthly vault cash rental payments recognized in the Cost of ATM operating revenues line and on the interest payments on floating-rate debt recognized in the Interest expense, net line in the Consolidated Statements of Operations has been reduced.

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Risk Management Objectives of Using Derivatives - Foreign Currency Exchange Rate Risk

The Company is also exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company has at times used foreign currency forward contracts to mitigate its foreign exchange rate risk associated with certain anticipated transactions. The Company regularly designates its foreign currency derivatives as cash flow hedges, however, the Company is not presently party to any foreign currency derivatives designated as cash flow hedges.

Derivative Accounting Policy

The Interest Rate Derivatives discussed above are used by the Company to hedge its exposure to variability in expected future cash flows attributable to a particular risk and therefore typically qualify as and are designated as cash flow hedging instruments. The Company does not currently hold any interest rate derivative instruments not designated as cash flow hedges.

As discussed above, the Company generally utilizes fixed-for-floating Interest Rate Derivatives where the underlying pricing terms of the cash flow hedging instrument agree, in all material respects, with the pricing terms of the anticipated vault cash rental obligations, anticipated Amended Credit Agreement borrowings or other floating-rate debt borrowings. Therefore, the amount of ineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes (i) that the obligations that have been hedged are no longer probable or (ii) that the underlying terms of the agreements have changed such that they do not sufficiently agree to the pricing terms of the Interest Rate Derivatives, the Interest Rate Derivative contracts would be deemed ineffective. The Company does not currently anticipate terminating or modifying terms of its existing Interest Rate Derivative instruments prior to their expiration dates.

The Company recognizes its Interest Rate Derivative contracts as assets or liabilities at fair value and the accumulated changes in the fair values of the related Interest Rate Derivative contracts are reported net of taxes in Accumulated other comprehensive loss, net within the Consolidated Balance Sheets. For additional information related to the Company’s interest rate swap and cap contracts and the associated fair value measurements, see Note 12. Fair Value Measurements.

In accordance with U.S. GAAP, the Company reports the gain or loss related to each highly effective cash flow hedging instrument, including any ineffectiveness, as a component of Accumulated other comprehensive loss, net within the Consolidated Balance Sheets and reclassifies the gain or loss into earnings within the Cost of ATM operating revenues, Interest expense, net, or Other expenses, net lines of the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings. The classification of the gain or loss is determined based on the associated hedge designation.

None of the Company’s existing derivative contracts contain credit-risk-related contingent features.

Summary of Outstanding Interest Rate Derivatives

The notional amounts, weighted average fixed rates, and remaining terms associated with the interest rate swap contracts and cap agreements that are currently in place in the U.S., Canada, the U.K, and Australia as of March 31, 2021 are as follows:

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Remaining Term of Hedging Instrument	Segment	Currency	Weighted Average Fixed Rate/Cap Rate (1)		Notional Value in Respective Currency
					(In millions)
Interest Rate Swap Contract - Vault Cash
April 1, 2021 – December 31, 2021	North America	U.S. Dollar	1.46	%	$	1,200
January 1, 2022 – December 31, 2022	North America	U.S. Dollar	1.17	%	$	1,000
January 1, 2023 – December 31, 2024	North America	U.S. Dollar	0.98	%	$	600
April 1, 2021 – December 31, 2021	North America	Canadian Dollar	2.46	%	$	125
April 1, 2021 – December 31, 2022	Europe & Africa	Pound Sterling	0.94	%	$	500
April 1, 2021 – December 31, 2021	Australia & New Zealand	Australian Dollar	0.71	%	$	40
Interest Rate Cap Contracts - Vault Cash
April 1, 2021 – December 31, 2023	North America	U.S. Dollar	3.25	%	$	200
Interest Rate Cap Contracts - Variable Debt
April 1, 2021 – December 31, 2025	North America	U.S. Dollar	1.00	%	$	250

(1) Cap rate represents the maximum amount of interest to be paid each year as per terms of the cap. The cost of the cap related to vault cash is amortized through vault cash rental expense over the term of the cap while the cost of the cap related to floating-rate debt is amortized through interest expense over the term of the cap.

Effects of Interest Rate Derivatives on the Consolidated Balance Sheets and Consolidated Statements of Operations

The following tables depict the effects of the use of the Company’s Interest Rate Derivatives on the Consolidated Balance Sheets and Consolidated Statements of Operations:

Balance Sheet Data


Asset (Liability) Derivative Instruments	Balance Sheet Location	Fair Value
		March 31, 2021		December 31, 2020
		(In thousands)
Derivatives designated as hedging instruments:

Interest rate swap and cap contracts	Prepaid expenses, deferred costs, and other noncurrent assets	$	3,897	$	0
Interest rate swap and cap contracts	Current portion of other long-term liabilities	(22,211)		(23,916)
Interest rate swap and cap contracts	Other long-term liabilities	(12,935)		(26,994)
Total derivatives designated as hedging instruments, net		$	(31,249)	$	(50,910)




Total derivative instruments, net		$	(31,249)	$	(50,910)

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Statements of Operations Data



	Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationship	Amount of Gain (Loss) on Derivative Instruments Recognized in Accumulated Other Comprehensive Loss, net				Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss, net into Income
	2021		2020			2021		2020
	(In thousands)					(In thousands)
Interest rate swap and cap contracts	$	6,530	$	(42,294)	Cost of ATM operating revenues	$	(8,809)	$	(2,619)
Interest rate swap and cap contracts	(368)		(210)		Interest expense, net	(93)		(43)
Total	$	6,162	$	(42,504)		$	(8,902)	$	(2,662)

As of March 31, 2021, the Company expects to reclassify $22.2 million of net derivative-related losses contained in the Accumulated comprehensive loss, net line within its Consolidated Balance Sheets into earnings during the next twelve months concurrent with the recording of the related vault cash rental expense and Term Loan interest expense amounts.

The following tables show the impact of the Company's cash flow hedge accounting relationships on the Consolidated Statement of Operations for the three months ended March 31, 2021 and 2020.


	Location and Amount of Loss Recognized in Income on Cash Flow Hedging Relationships in the Three Months Ended
	March 31, 2021				March 31, 2020
	(In thousands)
	Cost of ATM Operating Revenues		Interest Expense, net		Cost of ATM Operating Revenues		Interest Expense, net
Total amount of expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	150,803	$	10,761	$	193,630	$	6,421

Amount of loss reclassified from Accumulated other comprehensive loss, net into expense	$	8,809	$	93	$	2619	$	43

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(12) Fair Value Measurements

The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2021 and December 31, 2020 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 refers to fair values estimated using significant non-observable inputs. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.


	Fair Value Measurements at March 31, 2021
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets
Assets associated with interest rate swap and cap contracts	$	3,897	$	0	$	3,897	$	0
Liabilities
Liabilities associated with interest rate swap and cap contracts	$	(35,146)	$	0	$	(35,146)	$	0


	Fair Value Measurements at December 31, 2020
	Total		Level 1		Level 2		Level 3
	(In thousands)


Liabilities
Liabilities associated with interest rate swap and cap contracts	$	(50,910)	$	0	$	(50,910)	$	0
Liabilities associated with acquisition related contingent consideration	$	(9,490)	$	0	$	0	$	(9,490)

Below are descriptions of the Company’s valuation methodologies for assets and liabilities measured at fair value. The methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Cash and cash equivalents, accounts and notes receivable, net of allowance for credit losses, prepaid expenses, deferred costs, and other current assets, accounts payable, accrued liabilities, and other current liabilities. These financial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk.

Acquisition related intangible assets. The estimated fair values of acquisition related intangible assets are valued based on a discounted cash flows analysis using significant non-observable (Level 3) inputs. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An assessment of non-amortized intangible assets is performed on an annual basis or more frequently based on the occurrence of events that might indicate a potential impairment.

Acquisition related contingent consideration. Liabilities from acquisition-related contingent consideration have been estimated using market observable inputs and other significant non-observable inputs, as well as projections based on the Company’s best estimate of future operational results upon which the payment of these obligations are contingent.

During the three months ended March 31, 2021, the Company paid $9.2 million to satisfy the 2020 portion of its obligation under the Spark acquisition contingent consideration arrangement. Previously, in the three months ended June 30, 2020 the Company paid $5.2 million to satisfy the 2019 portion of the obligation. As of March 31, 2021, the Company has no remaining obligations under the Spark acquisition contingent consideration arrangement.

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During the three months ended March 31, 2021, the Company recognized a foreign exchange gain of approximately $0.3 million to remeasure the remaining South African Rand denominated liability into U.S. Dollars. During the three months ended March 31, 2020 the Company recognized mark-to-market gains of approximately $4.1 million and foreign exchange gains of approximately $3.3 million to remeasure the South African Rand denominated liability into U.S. Dollars. In both periods presented, the revision of the estimated fair values and the net foreign exchange gains and losses are included in the Other expenses, net line in the Consolidated Statements of Operations.

Long-term debt. The carrying amounts of the long-term debt balances related to borrowings under the Company’s Revolving credit facility and Term Loan approximate fair value due to the fact that any outstanding borrowings are subject to short-term floating interest rates. As of March 31, 2021, the fair value of the 2025 Notes was approximately $308.9 million, based on the quoted prices in markets that are not active (Level 2). For additional information related to long-term debt, see Note 9. Current and Long-Term Debt.

Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its ARO liability using expected future cash flows discounted at the Company’s credit-adjusted risk-free interest rate. Liabilities added to the ARO are measured at fair value at the time of the asset installations using significant non-observable (Level 3) inputs. These liabilities are evaluated periodically based on estimated current fair value.

Interest rate derivatives. As of March 31, 2021, the recognized fair value of the Company’s Interest Rate Derivatives resulted in an asset of $3.9 million and current and long-term liabilities totaling $35.1 million. These financial instruments are carried at fair value and are valued using pricing models based on significant other observable inputs (Level 2), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. For additional information related to the valuation process of this asset or liability, see Note 11. Derivative Financial Instruments.

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(13) Commitments and Contingencies

Legal Matters

The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company has provided accruals where necessary for contingent liabilities, based on ASC 450, Contingencies, when it has determined that a liability is probable and reasonably estimable. The Company’s management does not expect the outcome in any legal proceedings or claims, individually or collectively, to have a material adverse financial or operational impact on the Company. Additionally, the Company currently expenses all legal costs as they are incurred.

On March 1, 2019, the Company was named as a defendant in a purported class action lawsuit stylized as Kristen Schertzer, et al. v. Bank of America, N.A., et al., Case No. 3:19-cv-00264, in the United States District Court for the Southern District of California, which makes allegations of harm related to balance inquiry transactions. On September 28, 2020, the district court issued a denial of the Company’s motion to dismiss and the matter is proceeding to the discovery phase. Due to the early stages of this matter, including uncertainty related to class certification and potential amount claimed by the class, the Company is unable to determine if liability will arise from this matter or estimate the range of any potential liability. The Company will vigorously defend this matter.

Gain Contingency

In 2014, the Valuation Office Agency (or “VOA”), an executive agency of HM Revenue & Customs in England and Wales, took action to amend its business ratings list going back to 2010, to create separate entries on these lists for the sites of thousands of ATMs. Similar steps were taken by the equivalent agencies to the VOA in Scotland and Northern Ireland in their respective jurisdictions. Before 2014, the ATM sites in each location had not been distinguished from the host store. Therefore, the ATMs located in host stores such as supermarkets and convenience stores were not subject to business rates, a tax on commercial property. The effect of each of the amendments was to include the ATM sites in the business ratings lists as separate hereditaments with their own ratable value, subjecting the sites to business rates taxation. The Company and its merchant partners paid the business rate taxes, as required.

In 2018, various appellants, including a number of large supermarkets and the Company (together, the “Appellants”), appealed the matter to the England and Wales Court of Appeal (the “Court of Appeal”) after having lost appeals to the Valuation Tribunal for England (“VTE”) and Upper Tribunal (Lands Chamber) in 2016 and 2017, respectively. In late 2018, the Court of Appeal ruled in favor of the Appellants and found that the amendments to the ratings list for a large number of ATM location types should not have been affected by the VOA, or sustained by the VTE and Upper Tribunal. The VOA appealed to the U.K. Supreme Court, and on May 20, 2020, the Supreme Court dismissed the VOA appeal and upheld the decision of the Court of Appeal.

Following the Supreme Court ruling, the VOA is in process of amending the business rating lists for England and Wales and the Company has recovered a large portion of the amounts paid to the tax authorities in respect of the ATMs subject to the amended lists in numerous local tax jurisdictions for the periods spanning from 2010 to December 2020. During the three months ended March 31, 2021, the Company recorded cash recoveries of approximately $12.0 million, net of amounts due to merchant partners, which is reflected as a reduction to the Cost of ATM operating revenues line in the Consolidated Statements of Operations. The Company estimates that up to approximately 2 million U.K. pounds sterling, or up to approximately $3 million at the March 31, 2021 exchange rate, remains recoverable from the various tax authorities, net of amounts that have already been recovered or are estimated to be due to merchant partners of the Company, some of which had paid indirectly these business rate taxes. The Company seeks to ensure that all necessary amendments to the business ratings list are made and that all recoverable amounts paid to the tax authorities are collected. The Company's estimate of the total recoverable amount is subject to change as the Company continues its analysis of the business rate taxes paid during the 10 year period. Due to the complexity in administering and uncertainty of these collections, the Company will recognize the business rate tax recoveries only when received.

The Supreme Court ruling does not apply to Scotland or Northern Ireland and business rate taxes in those jurisdictions are still subject to valuation tribunal appeals and assessments. Accordingly, the Company continues to recognize business rate taxes in Scotland and Northern Ireland, net of any amounts recorded as receivables that are deemed recoverable under contracts with merchants.

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Other Commitments

Asset retirement obligations. The Company’s ARO consist primarily of costs to remove the Company’s ATMs and to restore the ATM sites to their original condition. In most cases, the Company is contractually required to perform this deinstallation of its owned ATMs, and in some cases, site restoration work. As of March 31, 2021, the Company had $63.4 million accrued for these liabilities.

(14) Income Taxes

The Company’s income tax expense (benefit) for the periods presented was as follows:


	Three Months Ended March 31, 2021
	2021			2020
	(In thousands, excluding percentages)
Income tax expense (benefit)	$	2,951		$	(3,737)
Effective tax rate	33.4		%	(185.7)		%

The Company’s income tax expense for the three months ended March 31, 2021 totaled $3.0 million resulting in an effective tax rate of 33.4%, compared to a benefit of $3.7 million, and an effective tax rate of (185.7)%, for the same period of 2020.

The increase in tax expense for the three months ended March 31, 2021 was primarily attributable to the higher pre-tax profits recognized in the current period, without an offset from any non-recurring tax benefits, as was recognized in the same period of 2020. The benefit recognized for the three months ended March 31, 2020 was primarily attributable to a non-recurring benefit from the carryback of net operating losses to prior tax years at the higher 35% U.S. tax rate, compared to the current tax rate of 21%, as a result of the Coronavirus Aid, Relief, and Economic Security (CARES) Act that was signed into law in the U.S. in March 2020.

The Company assesses the need for any deferred tax asset valuation allowances at the end of each reporting period. The determination of whether a valuation allowance for deferred tax assets is needed is subject to considerable judgment and requires an evaluation of all available positive and negative evidence. The Company’s assessment concluded that maintaining valuation allowances on deferred tax assets in Australia, Canada, Mexico, and Spain was appropriate, as the Company currently believes that it is more likely than not that the related deferred tax assets will not be realized.

The deferred tax expenses and benefits associated with the Company’s net unrealized gains and losses on derivative instruments and foreign currency translation adjustments have been recorded in the Accumulated other comprehensive loss, net line in the Company's Consolidated Balance Sheets.

The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’s book basis and underlying tax basis in these subsidiaries or on the foreign currency translation adjustment amounts.

(15) Segment Information

As of March 31, 2021, the Company’s operations consisted of North America, Europe & Africa, and Australia & New Zealand segments. The Company’s ATM operations in the U.S., Canada, Mexico, and Puerto Rico are included in its North America segment. The North America segment also includes the Company’s transaction processing operations, which service its internal ATM operations, along with external customers. The Company’s ATM operations in the U.K., Ireland, Germany, Spain and South Africa are included in its Europe & Africa segment, along with i-design (the Company’s ATM advertising business based in the U.K.). The Company’s Australia & New Zealand segment consists exclusively of its ATM operations in Australia and New Zealand. The Corporate segment primarily includes general and administrative costs incurred by the corporate functions in the Company's geographical regions and also the technology center in India. While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies. Intersegment revenues reflect each segment's total intercompany sales, including intercompany sales within a segment and between segments and are eliminated upon consolidation. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.

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Management uses Adjusted EBITDA, together with U.S. GAAP measures, to manage and measure the performance of its segments. Management believes Adjusted EBITDA is a useful measure to more effectively evaluate the performance of the business and compare its results of operations from period to period without regard to financing methods, capital structure, or non-recurring costs as defined by the Company. Adjusted EBITDA adds net interest expense, income tax expense, depreciation and accretion, amortization of deferred financing costs and note discounts, amortization of intangible assets, share-based compensation expense, certain other income and expense amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses (if applicable in a particular period), and certain costs not anticipated to occur in future periods to net income, and includes an adjustment for noncontrolling interests. Depreciation and accretion expense and amortization of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantially from company to company within the industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.

Adjusted EBITDA, as defined by the Company, is a non-GAAP financial measure provided as a complement to the financial results prepared in accordance with U.S. GAAP. It may not be defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA, management recognizes and considers the limitations of this measurement. Therefore, Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures contained within the consolidated financial statements.

The following table is a reconciliation of Net income attributable to controlling interests and available to common shareholders to EBITDA and Adjusted EBITDA:


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Net income attributable to controlling interests and available to common shareholders	$	5,876	$	5,755
Adjustments:
Interest expense, net	10,761		6,421
Amortization of deferred financing costs and note discount	1,043		3,486

Income tax expense (benefit)	2,951		(3,737)
Depreciation and accretion expense	32,285		32,211
Amortization of intangible assets	6,086		8,413
EBITDA	59,002		52,549
Add back:
Loss on disposal and impairment of assets	353		921
Other expenses, net (1)	2,842		3,829
Noncontrolling interests (2)	15		13
Share-based compensation expense	4,258		5,193
Restructuring expenses (3)	1,692		1,209
Acquisition related expenses (4)	1,440		0

Adjusted EBITDA (5)	$	69,602	$	63,714

(1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.

(2)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of the Company's Mexican subsidiaries.

(3)For the three months ended March 31, 2021, restructuring expenses included costs incurred in conjunction with facility closures, workforce reductions and other related charges. For the three months ended March 31, 2020, restructuring expenses included costs incurred in conjunction with facilities closures, professional fees and workforce reductions. The facility closures during the three months ended March 31, 2021 and 2020, respectively, primarily occurred in the U.K. related to reducing the number of facilities associated with cash delivery operations.

(4) For the three months ended March 31, 2021, acquisition related expenses includes legal and professional fees and certain administrative costs incurred in connection with the proposed acquisition of the Company, as further discussed in Note 1. Basis of Presentation - (a) Description of Business.

(5) The results for the three months ended March 31, 2021 include business rate tax recoveries of $12.0 million, classified as a cost reduction within Cost of ATM operating revenues.

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The following tables reflect certain financial information for each of the Company’s reporting segments for the periods presented:


	Three Months Ended March 31, 2021
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	191,557	$	56,078	$	20,199	$	0	$	—	$	267,834
Intersegment revenues	488		0		0		—		(488)		—
Cost of revenues	120,177		25,375		14,313		222		(488)		159,599
Selling, general, and administrative expenses	18,329		8,684		1,421		14,701		(226)		42,909
Restructuring expenses	0		1,549		0		143		0		1,692
Acquisition related expenses	0		0		0		1,440		0		1,440
(Gain) loss on disposal and impairment of assets	(79)		435		(3)		0		0		353

Adjusted EBITDA	53,538		21,952		4,466		(10,373)		19		69,602




Capital expenditures (1)	12,032		3,891		323		0		0		16,246

Total Assets	$	1,259,570	$	469,149	$	57,778	$	43,361	$	—	$	1,829,858


	Three Months Ended March 31, 2020
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	204,382	$	81,863	$	20,357	$	0	$	—	$	306,602
Intersegment revenues	1,615		37		0		—		(1,652)		—
Cost of revenues	139,904		52,634		14,275		561		(1,652)		205,722
Selling, general, and administrative expenses	17,049		9,061		1,947		14,321		0		42,378
Restructuring expenses	0		1,000		0		209		0		1,209

Loss (gain) on disposal and impairment of assets	443		495		(17)		0		0		921

Adjusted EBITDA	48,999		20,251		4,133		(9,461)		(208)		63,714




Capital expenditures (1)	12,187		5,867		375		0		0		18,429

Total assets	$	1,149,376	$	570,709	$	50,464	$	446,672	$	—	$	2,217,221

(1)Capital expenditures are primarily related to organic growth projects, including the purchase of ATMs for both new and existing ATM management agreements, technology and product development, investments in infrastructure, ongoing refreshment of ATMs and operational assets and other related type activities in the normal course of business. Additionally, capital expenditure amounts for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts.

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Identifiable Assets

Property and equipment, net of accumulated depreciation, relating to operations in the Company's geographic segments are as follows:


	March 31, 2021		December 31, 2020
	(In thousands)
North America	$	234,305	$	238,601
Europe & Africa	135,684		145,824
Australia & New Zealand	17,709		19,232
Corporate	25,163		26,185
Total	$	412,861	$	429,842

(16) Supplemental Guarantor Financial Information

The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and its CFC Subsidiaries (as defined in the 2025 Notes Indenture). The guarantees of the 2025 Notes by any 2025 Notes Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the 2025 Notes Guarantor, (ii) the disposition of sufficient capital stock of the 2025 Notes Guarantor so that it no longer qualifies under the 2025 Notes Indenture as a restricted subsidiary of the Company, (iii) the designation of the 2025 Notes Guarantor as an unrestricted subsidiary in accordance with the 2025 Notes Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the 2025 Notes Indenture, (v) the liquidation or dissolution of the 2025 Notes Guarantor, or (vi) provided the 2025 Notes Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company or another 2025 Notes Guarantor. A 2025 Notes Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge into another company (other than the Company or another 2025 Notes Guarantor) unless no default under the 2025 Notes Indenture exists and either the successor to the 2025 Notes Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the 2025 Notes Indenture.

The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income for the three months ended March 31, 2021, the Condensed Consolidated Balance Sheets as of March 31, 2021, and the Summary Financial Information as of and for the year ended December 31, 2020 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii) Cardtronics Inc. and Cardtronics USA, Inc. (“Issuers”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025 Notes Non-Guarantors.

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Condensed Consolidated Statements of Comprehensive (Loss) Income


	Three Months Ended March 31, 2021
	Parent		Issuers		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	0	$	156,803	$	73,740	$	55,270	$	(17,979)	$	267,834
Operating costs and expenses	6,079		147,786		52,478		55,659		(17,991)		244,011
Loss on disposal and impairment of assets	0		(98)		57		394		0		353
(Loss) income from operations	(6,079)		9,115		21,205		(783)		12		23,470
Interest expense, net, including amortization of deferred financing costs and note discount	90		10,766		734		154		60		11,804

Equity in earnings of subsidiaries	(12,419)		(13,592)		11,625		(1,353)		15,739		0
Other expenses, net	1,912		2,504		2,950		1,850		(6,374)		2,842
Income (loss) before income taxes	4,338		9,437		5,896		(1,434)		(9,413)		8,824
Income tax (benefit) expense	(1,535)		1,616		1,768		1,102		0		2,951
Net income (loss)	5,873		7,821		4,128		(2,536)		(9,413)		5,873
Net loss attributable to noncontrolling interests	0		0		0		0		(3)		(3)
Net income (loss) attributable to controlling interests and available to common shareholders	5,873		7,821		4,128		(2,536)		(9,410)		5,876
Other comprehensive income (loss) attributable to controlling interest	17,732		(37,160)		(2,169)		(4,633)		43,962		17,732
Comprehensive income (loss) attributable to controlling interests	$	23,605	$	(29,339)	$	1,959	$	(7,169)	$	34,552	$	23,608

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Condensed Consolidated Balance Sheets


	As of March 31, 2021
	Parent		Issuers		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	72	$	137,449	$	39,534	$	20,308	$	0	$	197,363
Accounts and notes receivable, net	0		46,387		22,016		19,367		0		87,770
Restricted cash	0		106,913		2,477		32,469		0		141,859

Other current assets	0		30,061		2,281		24,206		0		56,548
Total current assets	72		320,810		66,308		96,350		0		483,540
Property and equipment, net	0		245,575		50,613		116,673		0		412,861
Operating lease assets	0		31,608		2,330		22,496		0		56,434
Intangible assets, net	0		17,467		37,400		20,383		0		75,250
Goodwill	0		445,046		152,505		163,260		0		760,811
Investments in and advances to subsidiaries	460,376		324,975		179,526		53,387		(1,018,264)		0
Intercompany receivable	11,759		510,398		625,003		265,162		(1,412,322)		0
Deferred tax assets, net	1,112		0		(1,014)		17,676		0		17,774
Prepaid expenses, deferred costs, and other noncurrent assets	0		16,509		1,583		5,096		0		23,188
Total assets	$	473,319	$	1,912,388	$	1,114,254	$	760,483	$	(2,430,586)	$	1,829,858

Liabilities and Shareholders' Equity
Current portion of long-term liabilities	$	0	$	5,000	$	0	$	0	$	0	$	5,000
Accounts payable and accrued liabilities	2,584		328,772		70,254		97,104		(27,902)		470,812
Total current liabilities	2,584		333,772		70,254		97,104		(27,902)		475,812
Long-term debt	0		772,693		0		0		0		772,693
Intercompany payable	77,279		316,948		634,751		383,338		(1,412,316)		0
Asset retirement obligations	0		23,853		1,966		31,040		0		56,859
Deferred tax liabilities, net	0		53,611		1,490		370		0		55,471
Operating lease liabilities	0		37,325		1,584		14,772		0		53,681
Other long-term liabilities	0		16,719		1,911		3,256		0		21,886
Total liabilities	79,863		1,554,921		711,956		529,880		(1,440,218)		1,436,402
Shareholders' equity	393,456		357,467		402,298		230,603		(990,368)		393,456
Total liabilities and shareholders' equity	$	473,319	$	1,912,388	$	1,114,254	$	760,483	$	(2,430,586)	$	1,829,858

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Summary Prior Year Financial Information


	As of and for the Year Ended December 31, 2020
	Parent		Issuers		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	0	$	614,090	$	281,752	$	268,948	$	(70,791)	$	1,093,999
(Loss) income from operations	(34,392)		14,968		76,556		(4,215)		871		53,788
Net income	19,137		12,467		14,897		4,191		(31,555)		19,137
Net income attributable to controlling interests and available to common shareholders	19,137		12,467		14,897		4,191		(31,548)		19,144
Total current assets	87		299,489		72,391		90,046		0		462,013
Total noncurrent assets	444,012		1,531,788		1,060,252		693,038		(2,359,658)		1,369,432
Total current liabilities	4,295		310,477		68,326		110,592		(17,705)		475,985
Total noncurrent liabilities	60,388		1,211,466		645,420		445,586		(1,386,816)		976,044

(17) Concentration Risk

Significant merchant customers. During the trailing twelve months ended March 31, 2021, the Company derived approximately 23% of its total revenues from ATMs placed at the locations of its top five merchant customers. The Company’s top five merchant customers, none accounting for more than 6% of total revenue for the trailing twelve months ended March 31, 2021, were Alimentation Couche-Tard Inc., Co-operative Food, CVS Caremark Corporation, Speedway LLC, and Walgreens Boots Alliance, Inc. Accordingly, a significant percentage of the Company’s future revenues and operating income will be dependent upon the successful continuation of its relationships with these merchants. As of March 31, 2021, the contracts the Company has with its five largest merchant customers have a weighted average remaining life of approximately 2.4 years.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provisions thereof. Forward-looking statements can be identified by words such as “project,” “believe,” “estimate,” “expect,” “future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on its estimates for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:

•the Company’s ability to respond to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters, or health emergencies, including the COVID-19 outbreak, that have adversely affected its business, and may in the future have a material adverse impact on its business;

•the Company’s financial outlook and the financial outlook of the automated teller machines and multi-function financial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates near historical patterns;

•the impact of macroeconomic conditions, including the future impacts of the COVID-19 outbreak on global economic conditions, which is highly uncertain and difficult to predict;

•the Company’s ability to respond to recent and future network and regulatory changes;

•the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent cyber incidents, data breaches or losses, or other business disruptions;

•the Company’s ability to respond to changes implemented by networks and how they determine interchange, scheduled and potential reductions in the amount of net interchange that it receives from global and regional debit networks due to pricing changes implemented by those networks as well as changes in how issuers route their ATM transactions over those networks;

•the Company’s ability to renew its existing merchant relationships on comparable or improved economic terms and add new merchants;

•changes in interest rates and foreign currency rates;

•the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;

•the Company’s ability to manage concentration risks with and changes in the mix of key customers, merchants, vendors, and service providers;

•the Company’s ability to maintain appropriate liquidity;

•the Company’s ability to prevent thefts of cash and maintain adequate insurance;

•the Company’s ability to provide new ATM solutions to retailers and financial institutions including the demand for any such new ATM solutions as well as its ability to place additional banks’ brands on ATMs currently deployed;

•the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers and its ability to continue to secure vault cash rental agreements in the future and once secured, on reasonable economic terms;

•the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;

•the Company’s ability to renew its existing third-party service provider relationships on comparable or improved economic terms;

•the Company’s ability to successfully implement and evolve its corporate strategy;

•the Company’s ability to compete successfully with new and existing competitors;

•the Company’s ability to meet the service levels required by its service level agreements with its customers;

•the additional risks the Company is exposed to in its United Kingdom (“U.K.”) cash-in-transit business;

•the Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or joint ventures;

•the impact of changes in laws, including tax laws that could adversely affect the Company’s business and profitability;

•the impact of, or uncertainty related to, the U.K.’s exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, human, and regulatory regime and macro-economic environment to which it will be subject to as a U.K. company;

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•the Company’s ability to adequately maintain and upgrade its ATM fleet to address changes in industry standards, regulations and consumer behavior patterns;

•the Company’s ability to retain its key employees and maintain good relations with its employees; and

•the Company’s ability to manage the fluctuation of its operating results, including as a result of the foregoing and other risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

In addition, actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the proposed acquisition of the Company by NCR Corporation, including, without limitation:

•statements regarding the Company’s plans to manage its business through the COVID-19 pandemic and the health and safety of its customers and employees;

•the expected impact of the COVID-19 pandemic on the Company’s operating goals and actions to manage these goals;

•expectations regarding cost and revenue synergies; expectations regarding the Company’s cash flow generation, cash reserve, liquidity, financial flexibility and impact of the COVID-19 pandemic on the Company’s employee base;

•expectations regarding the Company’s ability to capitalize on market opportunities;

•the Company’s financial outlook;

•the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company does business, or on the Company's operating results and business generally;

•risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction;

•the outcome of any legal proceedings related to the proposed transaction;

•the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement;

•the ability of the parties to consummate the proposed transaction on a timely basis or at all;

•the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner;

•the ability of the Company to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits;

•business disruption following the proposed transaction; and

•the potential benefits of an acquisition of the Company.

For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see: Part I. Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this Form 10-Q. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).

Overview

Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, “us,” “we,” “our,” “ours,” the “Company” or “Cardtronics”) is the trusted leader in financial self-service, enabling cash transactions at over 285,000 automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”) across 10 countries in North America, Europe, Asia-Pacific, and Africa. The total number of ATMs that we service includes our estimate of ATMs that were temporarily closed as a result of the coronavirus pandemic ("COVID-19" or the "Pandemic") as further described in Results of Operations - Key Operating Metrics, below. The total number of transacting ATMs we serviced as of March 31, 2021 was approximately 279,000.

During the three months ended March 31, 2021, approximately 72% of our total revenues were derived from operations in North America (including our ATM operations in the United States ("U.S."), Canada, and Mexico), approximately 21% of our total revenues were derived from operations in Europe and Africa (including our ATM operations in the United Kingdom ("U.K."), Ireland, Germany, Spain, and South Africa), and approximately 8% of our total revenues were derived from operations in Australia and New Zealand.

We deliver financial-related services to cardholders through our networks. We also provide ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of facilities such as shopping malls, casinos, airports, and train stations. In doing so, we provide our retail partners with a compelling automated solution that helps attract and retain customers. In turn, it increases the likelihood that customers will utilize the ATMs placed at their facilities. We also partner with financial institutions and other consumer financial services providers to enable convenient and fee-free access to our ATMs via our surcharge-free solutions for their customers. Included in our network are approximately 200,000 ATMs (including our estimate of ATMs that were temporarily closed as a result of the Pandemic) to which we provided processing only services or various forms of managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or a fee per service provided.

We own and operate the Allpoint network (“Allpoint”), the world’s largest retail-based surcharge-free ATM network (based on the number of participating ATMs). Allpoint has over 55,000 participating ATMs and provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks, financial technology companies with a primary focus on the retail consumer finance business (or "FinTechs"), and stored-value debit card issuers. For participants, Allpoint delivers the scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. Under Allpoint, we typically earn either a fixed monthly fee per cardholder or a fixed fee per transaction paid by the consumer's financial institution or the card/benefit issuer. We also earn interchange revenues on each transaction performed at one of our participating Allpoint ATMs. Allpoint includes a majority of our Company-owned ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general-purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing organizations pay Allpoint a fee per issued stored-value debit card or transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.

For additional information related to our operations and the manner in which we derive revenues, see our Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Trends and Events

Proposed Transaction with NCR. On January 25, 2021, we entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash. This followed our delivery of a notice to terminate our previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P. and Hudson Executive Capital, LP, dated as of December 15, 2020, pursuant to which we would have been acquired by Catalyst for $35.00 per share, in accordance with the terms of such agreement. In connection with such termination, NCR paid on our behalf a termination fee of approximately $32.6 million, which we must reimburse if our agreement with NCR is terminated under certain specified circumstances. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals. Cardtronics shareholders approved the transaction on May 7, 2021.

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It is expected that, subject to the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. For a discussion of certain risks related to the proposed transaction with NCR, including related to certain covenants with which we must comply during the pendency of the proposed transaction, see Part I. Item 1A. Risk Factors – Risks Associated with the Proposed Transaction with NCR Corporation in the 2020 Form 10-K. For more information, see our definitive proxy statement filed with the SEC on March 30, 2021 and the supplement to the definitive proxy statement filed with the SEC on April 27, 2021.

COVID-19 Update. On March 11, 2020, the respiratory virus commonly known as COVID-19 (the “Pandemic”) was declared a pandemic by the World Health Organization. By late March 2020, there were confirmed cases and deaths from the Pandemic in each of the countries in which we operate. In response, throughout 2020 and in 2021, national and local governments instituted various degrees of travel restrictions and shelter-in-place orders while generally deeming financial institutions, grocery stores, pharmacies and convenience stores as “critically essential” in providing their services to citizens during this global emergency. Although our primary focus has been and remains on protecting the health and safety of our employees and the communities in which we operate, we continue to coordinate with our partners, where possible, to ensure continued and seamless operations of our ATMs.

Specific locations, such as casinos, theme parks, malls, tourist-focused ATMs, education facilities and other ATM sites were closed for all or parts of the second, third and fourth quarters of 2020. Some of these locations remain closed or continue to be negatively impacted as a result of the Pandemic. At the end of March 2021, closed ATMs, including but not limited to ATMs at casinos, theme parks, malls, tourist-focused ATMs, and education locations, represented approximately 6% of our total Company-owned ATM fleet. Due to the Pandemic, we have experienced decreased transaction volumes of varying degrees across our network, depending on the location. The majority of our revenues are transaction volume dependent; therefore, continued declines due to Pandemic-related restrictions resulted in lower first quarter 2021 revenues compared to the same period in 2020 and may continue to adversely impact our results in future periods.

In response to the Pandemic, we implemented business continuity plans, with most of our employees working from home since March 2020, without issue. Some of our employees continue to perform cash delivery, maintenance and other technical services on site and at certain office and warehouse locations to ensure the continued operations of our ATMs. During 2020, we also implemented cost reduction plans and took action to manage expenses, temporarily deferred capital spending and suspended our opportunistic share repurchase program to optimize cash flow. We continue to monitor the situation actively and may take further actions that could alter our business operations as may be required by national, federal, state, and/or local authorities or that we determine are in the best interests of our employees, customers, partners and shareholders. Despite the transaction declines impacted by the Pandemic that may continue in the remainder of 2021, we anticipate generating positive adjusted free cash flows in 2021 after considering our required capital expenditures. See Part I, Item 1A. Risk Factors - We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-19” or the "Pandemic") that has adversely affected our business, and that may in the future have a material adverse impact on our business in the 2020 Form10-K.

Withdrawal transaction and revenue trends. We present cash withdrawal transaction trends on a comparable ATM, or “same-store,” basis as supplemental information for investors. Our same-store cash withdrawal transactions include withdrawal transactions on Company-owned transacting ATMs registering withdrawals for 12 consecutive months preceding and including each quarter of the fiscal year. Withdrawal transactions on ATMs deployed under managed services arrangements are not included. In addition, we also may make adjustments to exclude ATMs that change formats (e.g., change between pay-to-use and free-to-use). We present same-store cash withdrawal transactions to help us and our investors evaluate the ongoing performance of our comparable ATMs, including the impact of the Pandemic on our operations. Our method of calculating same store cash withdrawal transactions is not necessarily comparable to similarly titled measures reported by other companies.

Our two largest markets are the U.S. and U.K., and on a combined basis, these markets represent approximately 80% of our revenues. Our U.S. same-store cash withdrawal transactions increased by approximately 6% during the three months ended March 31, 2021 when compared to same period in 2020, and were up 5% compared to the same period in 2019 (non-pandemic impacted). Our U.S. transactions were up compared to both periods as we continue to see strong growth in our surcharge-free transactions. Our U.K. same-store cash withdrawal transactions decreased by approximately 39% during the three months ended March 31, 2021 when compared to same period in 2020 and were down 46% compared to the same period in 2019 (non-pandemic impacted). In each of our other jurisdictions, same-store transaction results have been adversely impacted by the Pandemic beginning in mid-March 2020.

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With varying measures implemented by governments, including travel and social gathering limitations and their corresponding impacts to consumer activity, our business remained impacted throughout most of 2020 and during the first quarter of 2021 by the consequential impacts of the Pandemic. Further social gathering restrictions or the introduction of additional restrictions in any or all of our markets would likely adversely impact our transaction volumes. Conversely, we would expect to recover more transaction volume as social gathering and travel restrictions are reduced or removed in each of the markets in which we operate.

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Results of Operations

The following table reflects line items from the accompanying Consolidated Statements of Operations as a percentage of total revenues for the periods indicated. Percentages may not add due to rounding.


	Three months ended March 31,

	2021				2020
	(In thousands, excluding percentages)
Revenues:
ATM operating revenues	$	255,018	95.2	%	$	291,799	95.2	%
ATM product sales and other revenues	12,816		4.8		14,803		4.8
Total revenues	267,834		100.0		306,602		100.0
Cost of revenues:
Cost of ATM operating revenues (1)	150,803		56.3		193,630		63.2
Cost of ATM product sales and other revenues	8,796		3.3		12,092		3.9
Total cost of revenues	159,599		59.6		205,722		67.1
Operating expenses:
Selling, general, and administrative expenses (2)	42,909		16.0		42,378		13.8

Restructuring expenses	1,692		0.6		1,209		0.4
Acquisition related expenses	1,440		0.5		—		—

Depreciation and accretion expense	32,285		12.1		32,211		10.5
Amortization of intangible assets	6,086		2.3		8,413		2.7
Loss on disposal and impairment of assets	353		0.1		921		0.3
Total operating expenses	84,765		31.6		85,132		27.8
Income from operations	23,470		8.8		15,748		5.1
Other expenses:
Interest expense, net	10,761		4.0		6,421		2.1
Amortization of deferred financing costs and note discount	1,043		0.4		3,486		1.1

Other expense, net	2,842		1.1		3,829		1.2
Total other expenses	14,646		5.5		13,736		4.5
Income before income taxes	8,824		3.3		2,012		0.7
Income tax expense (benefit)	2,951		1.1		(3,737)		(1.2)
Net income	5,873		2.2		5,749		1.9
Net loss attributable to noncontrolling interests	(3)		—		(6)		—
Net income attributable to controlling interests and available to common shareholders	$	5,876	2.2	%	$	5,755	1.9	%

(1)Excludes effects of depreciation, accretion, and amortization of intangible assets of $32.0 million and $31.2 million for the three months ended March 31, 2021 and 2020, respectively. See Item 1. Financial Statements, Note 1. General and Basis of Presentation – (c) Cost of ATM Operating Revenues Presentation. The inclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 11.9% and 10.2% for the three months ended March 31, 2021 and 2020, respectively.

(2)Includes share-based compensation expense of $4.0 million and $4.6 million for the three months ended March 31, 2021 and 2020, respectively.

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Key Operating Metrics

The following tables reflect certain key measures that gauge our operating performance for the periods indicated:


	As of March 31,
	2021	% Change		2020
Ending number of transacting ATMs(1):
North America	44,021	0.5	%	43,792
Europe & Africa	20,736	(9.7)	%	22,971
Australia & New Zealand	5,946	(11.3)	%	6,703
Total Company-owned(2)	70,703	(3.8)	%	73,466

North America	11,664	(12.6)	%	13,351
Europe & Africa	126	(44.7)	%	228

Total Merchant-owned	11,790	(13.2)	%	13,579

Managed Services and Processing:
North America	194,772	(0.7)	%	196,196
Europe & Africa	151	4.1	%	145
Australia & New Zealand	1,321	(21.7)	%	1,687
Total Managed services and processing(2)	196,244	(0.9)	%	198,028

Total ending number of transacting ATMs	278,737	(2.2)	%	285,073

(1)The ending number of transacting ATMs presented in the table above includes only those ATMs transacting during the months of March 2021 and 2020. The 2021 and 2020 counts do not include ATMs at casinos, theme parks, malls, education facilities, tourist-focused sites and other ATM sites that were temporarily closed and not transacting as a result of the Pandemic. The Company estimates, that during the month of March 2021, approximately 10,400 ATMs were not transacting due to the Pandemic including approximately 4,600 ATMs, 2,400 ATMs, and 3,400 ATMs in the Company-owned, Merchant-owned, and Managed services and processing arrangement types, respectively. In total, we estimate that the number of ATMs we service exceeds 285,000.

(2)Company-owned ATMs that are deployed under managed services agreements are classified under Managed services and processing.

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	Three months ended March 31,
	2021			% Change		2020
Average number of transacting ATMs(1):
North America	43,456			(0.6)	%	43,702
Europe & Africa	20,979			(10.3)		23,376
Australia & New Zealand	5,982			(11.0)		6,725
Total Company-owned (2)	70,417			(4.6)		73,803

North America	11,285			(16.3)		13,480
Europe & Africa	145			(37.2)		231

Total Merchant-owned	11,430			(16.6)		13,711

Managed Services and Processing:
North America	189,813			(3.4)		196,561
Europe and Africa	151					145
Australia & New Zealand	1,397			(19.2)		1,728
Total Managed services and processing (2)	191,361			(3.6)		198,434

Total average number of transacting ATMs	273,208			(4.5)		285,948

Total transactions (in thousands):
ATM operations	211,639			(19.5)		263,048
Managed services and processing, net	341,993			5.7		323,544
Total transactions (3)	553,632			(5.6)		586,592

Total cash withdrawal transactions (in thousands):
ATM operations (3)	135,215			(22.0)		173,413

Per ATM per month amounts (excludes managed services and processing):
Cash withdrawal transactions (3)	551			(16.6)		661

ATM operating revenues (4)	$	935		(8.1)		$	1,017
Cost of ATM operating revenues (4) (5)	565			(18.9)		697
ATM adjusted operating gross profit (4)(5)	$	370		15.6	%	$	320

ATM adjusted operating gross profit margin	39.6		%			31.5		%

(1)The average number of transacting ATMs presented above represents an average of the ATMs transacting in the respective months of 2021 and 2020. The 2021 and 2020 counts do not include ATMs at casinos, theme parks, malls, education facilities, tourist-focused sites and other ATM sites that were temporarily closed and not transacting as a result of the Pandemic.

(2)Company-owned ATMs that are deployed under managed services agreements are classified under Managed services and processing.

(3)Total transactions, total cash withdrawal transactions, and total cash withdrawal transactions per ATM per month were adversely impacted by the Pandemic, particularly in the U.K. where average transactions per ATM exceed our Company average.

(4)ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales, and other ATM-related services are not included in this calculation. The Cost of ATM operating revenues in the three months ended March 31, 2021 includes business rate tax recoveries totaling $12.0 million.

(5)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying Consolidated Statements of Operations. For additional information, see Item 1. Financial Statements, Note 1. General and Basis of Presentation – (c) Cost of ATM Operating Revenues Presentation.

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Revenues


	Three Months Ended March 31,
	2021		2020		% Change
	(In thousands, excluding percentages)
North America
ATM operating revenues	$	182,959	$	193,241	(5.3)	%
ATM product sales and other revenues	9,086		12,756		(28.8)
North America total revenues	192,045		205,997		(6.8)
Europe & Africa
ATM operating revenues	52,835		79,958		(33.9)
ATM product sales and other revenues	3,243		1,942		67.0
Europe & Africa total revenues	56,078		81,900		(31.5)
Australia & New Zealand
ATM operating revenues	19,712		20,252		(2.7)
ATM product sales and other revenues	487		105		363.8
Australia & New Zealand total revenues	20,199		20,357		(0.8)

Eliminations	(488)		(1,652)		(70.5)

Total ATM operating revenues	255,018		291,799		(12.6)
Total ATM product sales and other revenues	12,816		14,803		(13.4)
Total revenues	$	267,834	$	306,602	(12.6)	%

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Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

ATM operating revenues. ATM operating revenues, during the three months ended March 31, 2021, decreased $36.8 million, or 12.6%, compared to the same period of 2020. Absent foreign currency exchange rate movements, ATM operating revenues would have decreased $44.1 million or 15.1% due to the impacts of the Pandemic that resulted in lower transaction volumes. The decrease in revenue was partially offset by growth in the interchange, bank-branding and surcharge-free network, and managed services and processing revenues in North America.

The following table details, by segment, the changes in the various components of ATM operating revenues for the periods indicated. As presented, certain prior year amounts have been reclassified to ensure consistency with the current year presentation and management's current views concerning the classification of revenues related to managed services and processing arrangements. The reclassified amounts previously presented as Managed services and processing revenues were reclassified as Surcharge revenues and Bank-branding and surcharge-free network revenues, respectively, in the North America segment, and amounts previously presented as Interchange revenues were reclassified as Managed services and processing revenues in the Europe & Africa and Australia & New Zealand segments. We determined that these reclassifications are not material to the previously reported financial statements.



	Three Months Ended March 31,
	2021		2020		Change		% Change
	(In thousands, excluding percentages)
North America
Surcharge revenues	$	61,452	$	81,977	$	(20,525)	(25.0)	%
Interchange revenues	32,160		31,610		550		1.7
Bank-branding and surcharge-free network revenues	61,309		54,538		6,771		12.4
Managed services and processing revenues	28,038		25,116		2,922		11.6

North America total ATM operating revenues	182,959		193,241		(10,282)		(5.3)
Europe & Africa
Surcharge revenues	16,734		32,596		(15,862)		(48.7)
Interchange revenues	34,135		44,825		(10,690)		(23.8)
Bank-branding and surcharge-free network revenues	280		347		(67)		(19.3)
Managed services and processing revenues	1,686		2,190		(504)		(23.0)
Europe & Africa total ATM operating revenues	52,835		79,958		(27,123)		(33.9)
Australia & New Zealand
Surcharge revenues	15,203		15,945		(742)		(4.7)


Managed services and processing revenues	4,509		4,307		202		4.7

Australia & New Zealand total ATM operating revenues	19,712		20,252		(540)		(2.7)
Eliminations	(488)		(1,652)		1,164		(70.5)
Total ATM operating revenues	$	255,018	$	291,799	$	(36,781)	(12.6)	%

North America. For the three months ended March 31, 2021, ATM operating revenues in our North America segment decreased $10.3 million, or 5.3%, compared to the same period of 2020 due to the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge revenues. The decrease in total revenues was partially offset by growth in bank-branding and surcharge free network revenues in the U.S., driven by growth from our Allpoint Network. The additional volume on our Allpoint Network also drove an increase in interchange revenue. The decrease in total revenue was also partially offset by an increase in our managed services and processing revenues in the U.S., driven by new outsourcing arrangements with both financial institution and retail customers.

Europe & Africa. For the three months ended March 31, 2021, ATM operating revenues in our Europe & Africa segment decreased $27.1 million, or 33.9% compared to the same period of 2020. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased by $30.7 million, or 38.4%, primarily due to the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge and interchange revenues as well as lower managed services and processing revenues. The lower surcharge revenues were also impacted by travel restrictions associated with the Pandemic, which resulted in a decrease in dynamic currency conversion revenues (recognized within surcharge revenues). The decline was partially offset by an increase in revenues in South Africa attributable to an increase in the number of transacting ATMs and additional transactions per ATM.

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Australia & New Zealand. For the three months ended March 31, 2021, ATM operating revenues in our Australia & New Zealand segment decreased $0.5 million, or 2.7%, compared to the same period of 2020. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased by $3.4 million, or 17.0%, primarily due to a reduction in the number of transacting ATMs and the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge revenues as well as lower managed services and processing revenues on a constant currency basis.

ATM product sales and other revenues. For the three months ended March 31, 2021, ATM product sales and other revenues decreased $2.0 million, or 13.4%, compared to the same period of 2020. The decrease was primarily related to lower equipment sales in the U.S. as a result of the Pandemic.

For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures, below. In addition, see Factors Impacting Comparability Between Periods, below.

Cost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets)


	Three Months Ended March 31,
	2021		2020		% Change
	(In thousands, excluding percentages)
North America
Cost of ATM operating revenues	$	113,368	$	128,838	(12.0)	%
Cost of ATM product sales and other revenues	6,809		11,065		(38.5)
North America total cost of revenue	120,177		139,903		(14.1)
Europe & Africa
Cost of ATM operating revenues	23,869		51,790		(53.9)
Cost of ATM product sales and other revenues	1,506		844		78.4
Europe & Africa total cost of revenues	25,375		52,634		(51.8)
Australia & New Zealand
Cost of ATM operating revenues	13,832		14,093		(1.9)
Cost of ATM product sales and other revenues	481		183		162.8
Australia & New Zealand total cost of revenues	14,313		14,276		0.3
Corporate total cost of revenues	222		561		(60.4)

Eliminations	(488)		(1,652)		(70.5)

Cost of ATM operating revenues	150,803		193,630		(22.1)
Cost of ATM product sales and other revenues	8,796		12,092		(27.3)
Total cost of revenues	$	159,599	$	205,722	(22.4)	%

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets). Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) during the three months ended March 31, 2021 decreased $42.8 million, or 22.1%, compared to the same period of 2020. These results include unfavorable foreign currency exchange rate movements of $4.4 million. This decrease is consistent with the decline in revenues due to the Pandemic that resulted in lower transaction volumes and the reduced cost of operations that primarily resulted in lower merchant commissions, vault cash rental fees, transaction processing, and other operating costs across all of our segments. In addition, in response to the Pandemic, cost reduction initiatives were implemented that included workforce reductions and restructuring activities. The decrease in Cost of ATM operating revenues is also attributable to the recovery of previously paid business rate taxes in the U.K., discussed below.

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The following table details, by segment, the changes in the various components of Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets):



	Three Months Ended March 31,
	2021		2020		Change		% Change
	(In thousands, excluding percentages)
North America
Merchant commissions	$	46,216	$	60,811	$	(14,595)	(24.0)	%
Vault cash rental	11,006		11,314		(308)		(2.7)
Other costs of cash	17,522		16,054		1,468		9.1
Repairs and maintenance	14,606		13,473		1,133		8.4
Communications	3,318		3,424		(106)		(3.1)
Transaction processing	1,250		1,731		(481)		(27.8)
Employee costs	8,775		8,730		45		0.5
Other expenses	10,675		13,301		(2,626)		(19.7)
North America total cost of ATM operating revenues	113,368		128,838		(15,470)		(12.0)
Europe & Africa
Merchant commissions	11,790		19,311		(7,521)		(38.9)
Vault cash rental	2,989		3,525		(536)		(15.2)
Other costs of cash	2,905		4,724		(1,819)		(38.5)
Repairs and maintenance	2,413		3,178		(765)		(24.1)
Communications	2,716		2,613		103		3.9
Transaction processing	1,452		3,945		(2,493)		(63.2)
Employee costs	8,130		9,217		(1,087)		(11.8)
Other expenses	(8,526)		5,277		(13,803)		(261.6)
Europe & Africa total cost of ATM operating revenues	23,869		51,790		(27,921)		(53.9)
Australia & New Zealand
Merchant commissions	7,505		7,512		(7)		(0.1)
Vault cash rental	848		1,306		(458)		(35.1)
Other costs of cash	1,316		1,240		76		6.1
Repairs and maintenance	1,829		1,631		198		12.1
Communications	475		418		57		13.6
Transaction processing	242		612		(370)		(60.5)
Employee costs	1,189		923		266		28.8
Other expenses	428		451		(23)		(5.1)
Australia & New Zealand total cost of ATM operating revenues	13,832		14,093		(261)		(1.9)
Corporate	222		561		(339)		(60.4)
Eliminations	(488)		(1,652)		1,164		(70.5)
Total cost of ATM operating revenues	$	150,803	$	193,630	$	(42,827)	(22.1)	%

North America. For the three months ended March 31, 2021, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) in our North America segment decreased $15.5 million, or 12.0%, compared to the same period of 2020. This decline was primarily due to the Pandemic that resulted in lower transaction volumes driving lower merchant commissions, vault cash rental fees, transaction processing costs and other operating costs. The decrease was partially offset by an increase in Other costs of cash primarily related to higher cash-in-transit costs to ensure cash availability in the U.S. Also offsetting the decline were higher repair and maintenance costs driven by an increase in Company-owned ATMs utilizing third-party maintenance, including an increase in the number of full function ATMs.

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Europe & Africa. For the three months ended March 31, 2021, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Europe & Africa segment decreased by $27.9 million, or 53.9%, compared to the same period of 2020, including a $1.7 million unfavorable impact of foreign currency exchange rate movements. This decrease was primarily due to the Pandemic that resulted in lower transaction volumes driving lower merchant commissions, transaction processing costs, vault cash rental fees and other operating costs. The decrease was also due to the closure of certain cash management and office facilities as part of our restructuring activities, primarily in the U.K., and lower employee costs due to workforce reductions partially in response to the Pandemic. In addition, in May 2020, the U.K. Supreme Court eliminated our obligation to pay business rate taxes to certain local authorities that resulted in net cash recoveries of $12.0 million related to previous periods, which is reflected as a cost reduction in the Other expenses line within the Cost of ATM operating revenues, as well as the ongoing reduction in business rate tax expense during the three months ended March 31, 2021, compared to the same period of 2020.

Australia & New Zealand. For the three months ended March 31, 2021, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Australia & New Zealand segment decreased $0.3 million, or 1.9%, compared to the same period of 2020, including a $2.0 million unfavorable impact of foreign currency exchange rate movements. The decline was primarily due to the effects of the Pandemic including lower transaction volumes driving lower merchant commissions, vault cash rental fees, cash-in-transit services and other operating costs.

Cost of ATM product sales and other revenues. For the three months ended March 31, 2021, our cost of ATM product sales and other revenues decreased 27.3% from the same period of 2020. The decrease was primarily related to lower equipment sales in the U.S as a result of the Pandemic.

Selling, General, and Administrative Expenses


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Selling, general, and administrative expenses	$	38,909		$	37,730		3.1	%
Share-based compensation expense	4,000			4,648			(13.9)
Total selling, general, and administrative expenses	$	42,909		$	42,378		1.3	%

Percentage of total revenues:
Selling, general, and administrative expenses	14.5		%	12.3		%
Share-based compensation expense	1.5			1.5
Total selling, general, and administrative expenses	16.0		%	13.8		%

Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation expense. For the three months ended March 31, 2021, SG&A expenses, excluding share-based compensation expense, increased $1.2 million, or 3.1%, compared to the same period of 2020. This increase was primarily a result of pandemic impacted compensation costs in the prior year partially offset by restructuring activities as well as lower professional fees and other cost reductions implemented as a result of the Pandemic.

Share-based compensation expense. For the three months ended March 31, 2021, share-based compensation expense decreased $0.6 million, or 13.9%, compared to the same period of 2020 as a result of the amount, timing and terms of share-based payment awards granted during the respective periods, net of estimated forfeitures. For additional information related to share-based compensation expense, see Item 1. Financial Statements, Note 4. Share-based Compensation.

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Restructuring Expenses

During 2020, we implemented certain cost reduction initiatives intended to improve the Company's cost structure and operating efficiency partly in response to the Pandemic. During the three months ended March 31, 2021 and 2020, we incurred $1.7 million and $1.2 million, respectively, of pre-tax expenses related to these restructuring activities that primarily included facility closures, workforce reductions, professional fees and other related charges. The facility closures and related workforce reductions during the three months ended March 31, 2021 and 2020, respectively, primarily occurred in the U.K. related to reducing the number of facilities associated with cash delivery operations.

For additional information, see Item 1. Financial Statements, Note 1. General and Basis of Presentation – (d) Restructuring Expenses.

Acquisition Related Expenses

We incurred legal and professional fees and certain other administrative expenses totaling $1.4 million during the three months ending March 31, 2021 in connection with the proposed acquisition of the Company by NCR. For additional information related to the proposed acquisition, see Recent Trends and Events - Proposed Transaction with NCR, above.

Depreciation and Accretion Expense


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Depreciation and accretion expense	$	32,285		$	32,211		0.2	%

Percentage of total revenues	12.1		%	10.5		%

Depreciation and accretion expense. For the three months ended March 31, 2021, depreciation and accretion expense increased $0.1 million or 0.2%, compared to the same periods of 2020 due to the amount and timing of capital additions in the ordinary course of business and the fluctuation in foreign currency exchange rates.

Amortization of Intangible Assets


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Amortization of intangible assets	$	6,086		$	8,413		(27.7)	%

Percentage of total revenues	2.3		%	2.7		%

Amortization of intangible assets. For the three months ended March 31, 2021, amortization of intangible assets decreased by $2.3 million, or 27.7%, compared to the same period of 2020 primarily due to the timing of certain intangible assets becoming fully amortized.

Loss on Disposal and Impairment of Assets


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Loss on disposal and impairment of assets	$	353		$	921		(61.7)	%

Percentage of total revenues	0.1		%	0.3		%

Loss on disposal and impairment of assets. The losses recognized during the three months ended March 31, 2021 and 2020 primarily related to the disposal of ATM assets and related ATM parts in the normal course of business.

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Interest Expense, net


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Interest expense, net	$	10,761		$	6,421		67.6	%

Percentage of total revenues	4.0		%	2.1		%

Interest expense, net. For the three months ended March 31, 2021, Interest expense, net, increased $4.3 million, or 67.6%, compared to the same period of 2020. This increase was primarily attributable to interest on the $500 million term loan facility entered into in June 2020 ("Term Loan"), partially offset by the repurchase and repayment of our 1% convertible senior notes ("Convertible Notes") in the second half of 2020. The increase was also partially offset by lower interest expense on the revolving credit facility, which was fully repaid in June 2020.

For additional information related to our outstanding borrowings, see Item 1. Financial Statements, Note 9. Current and Long-Term Debt.

Other Expenses, net

During the three months ended March 31, 2021, our Other expenses, net of $2.8 million were primarily attributable to foreign currency remeasurement adjustments and other non-operating costs. During the three months ended March 31, 2020, we recognized a gain of $4.1 million in Other expenses, net to revise the estimated fair value of the acquisition related contingent consideration liability. This gain was entirely offset by foreign currency translation losses and other non-operating costs totaling $7.9 million.

Income Tax Expense (Benefit)


	Three Months Ended March 31,

	2021			2020			% Change
	(In thousands, excluding percentages)
Income tax expense (benefit)	$	2,951		$	(3,737)		(179.0)	%

Effective tax rate	33.4		%	(185.7)		%

Income tax expense (benefit). Our income tax expense for the three months ended March 31, 2021 totaled $3.0 million resulting in an effective tax rate of 33.4%, compared to a benefit of $3.7 million, and an effective tax rate of (185.7)%, for the same period of 2020.

Factors Impacting Comparability Between Periods

COVID-19 pandemic. As discussed in our Recent Trends and Events and our Results of Operations above, the Pandemic has had a significant impact on our operating results during the three months ended March 31, 2021, and continues to have an impact on our operating results.

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Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year fluctuation of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by approximately $7.7 million during the three months ended March 31, 2021.

Please see the Form 10-K for the year ended December 31, 2020, for discussion of developing trends and recent events with relevance to the business.

Strategic Outlook

Over the past several years, we have expanded our operations and our ATMs’ capabilities and service offerings through strategic acquisitions and investments. We have continued to deploy ATMs in high-traffic locations under contracts with well-known retailers. We have expanded through the growth of Allpoint, our retail-based surcharge-free ATM network, and our bank-branding programs. We have recently seen increased demand from financial institutions of all sizes to evaluate their physical banking services and branch strategies. We have also expanded our ATM capabilities and service offerings to financial institutions due to increasing interest from financial institutions to outsource ATM-related services due to our cost efficiency advantages and higher service levels.

We aim to continue to expand our ATM footprint organically and launch new products and services that will allow us to leverage our existing ATM network. We believe our network can serve as the digital to physical gateway for financial institutions, digital-based businesses, and consumers for cash-based transactions. We see opportunities to expand our operations by:

•broadening our relationships with leading financial institutions;

•working with financial technology companies with a primary focus on the retail consumer finance business (or “FinTechs”) and card issuers to further leverage our extensive ATM network;

•increasing transaction levels at our existing locations;

•expanding the number of deployed ATMs with existing and new merchant relationships;

•developing and providing additional services at our existing ATMs;

•pursuing additional managed services opportunities; and

•pursuing opportunities to expand into new international markets over time.

For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy in our 2020 Form 10-K.

Non-GAAP Financial Measures

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures as a complement to financial results prepared in accordance with U.S. GAAP: EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Tax Rate, Adjusted Net Income per diluted share, Adjusted Net Cash Provided by Operating Activities, Adjusted Free Cash Flow, and certain other results presented on a constant-currency basis. We believe that the presentation of these measures and the identification of notable, non-cash, non-operating costs and/or (if applicable in a particular period), certain costs not anticipated to occur in future periods enhance an investor’s understanding of the underlying trends in our business and provide for better comparability between periods in different years. In addition, we present Net Debt as a measure of our financial condition. We also believe that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, financial condition and, in the case of free cash flow, our liquidity results. We use these non-GAAP financial measures in managing and measuring the performance of our business, including setting and measuring incentive-based compensation for management.

Furthermore, the non-GAAP financial measures presented herein should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures contained within our consolidated financial statements prepared in accordance with U.S. GAAP. The non-GAAP measures that we use are not defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies.

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EBITDA and Adjusted EBITDA

EBITDA adds net interest expense, income tax expense, depreciation and accretion, amortization of deferred financing costs and note discounts, amortization of intangible assets, and certain costs not anticipated to occur in future periods to net income. Adjusted EBITDA excludes the items excluded from EBITDA as well as share-based compensation expense, certain other income and expense amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses (if applicable in a particular period), and includes an adjustment for noncontrolling interests. Depreciation and accretion expense and amortization of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.

Adjusted Net Income, Adjusted Net Income per Diluted Share, and Adjusted Tax Rate

Adjusted Net Income represents net income computed in accordance with U.S. GAAP, before amortization of intangible assets, deferred financing costs and note discounts, gains or losses on disposal and impairment of assets, share-based compensation expense, certain other income and expense amounts, acquisition related expenses, certain non-operating expenses, and (if applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). The non-GAAP tax rate used to calculate Adjusted Net Income was approximately 27.1% for the three months ended March 31, 2021 and 23.6% for the three months ended March 31, 2020, respectively. The non-GAAP tax rates represent the U.S. GAAP tax rate for the period as adjusted by the estimated tax impact of the items adjusted from the measure and excluding non-recurring impacts of tax rate changes and valuation allowances. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by weighted average diluted shares outstanding.

Adjusted Net Cash Provided by Operating Activities and Adjusted Free Cash Flow

Adjusted Net Cash Provided by Operating Activities is defined as net cash provided by operating activities less the impact of changes in restricted cash due to the timing of payments of restricted cash liabilities.

Adjusted Free Cash Flow is defined as Adjusted Net Cash Provided by Operating Activities less payments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Adjusted Free Cash Flow measure does not take into consideration certain financing activities and other non-discretionary cash requirements such as mandatory principal payments on portions of our long-term debt.

Net Debt

Net Debt represents the principal amount of current and long-term debt outstanding less cash and cash equivalents. The carrying value of current and long-term debt is reconciled to the principal amount by adding the unamortized debt issuance costs and discounts.

Constant Currency

Management calculates certain U.S. GAAP as well as non-GAAP measures on a constant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to the measures in the current reporting period to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods.

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Reconciliation of Non-GAAP Financial Statements

Reconciliations of the non-GAAP financial measures used herein to the most directly comparable U.S. GAAP financial measures are presented as follows:

Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, and Adjusted Net Income (in thousands, excluding share and per share amounts)


	Three Months Ended March 31,
	2021		2020
Net income attributable to controlling interests and available to common shareholders	$	5,876	$	5,755
Adjustments:
Interest expense, net	10,761		6,421
Amortization of deferred financing costs and note discount	1,043		3,486

Income tax expense (benefit)	2,951		(3,737)
Depreciation and accretion expense	32,285		32,211
Amortization of intangible assets	6,086		8,413
EBITDA	59,002		52,549

Add back:
Loss on disposal and impairment of assets	353		921
Other expenses (1)	2,842		3,829
Noncontrolling interests (2)	15		13
Share-based compensation expense	4,258		5,193
Restructuring expenses (3)	1,692		1,209
Acquisition related expenses (4)	1,440		—

Adjusted EBITDA (5)	69,602		63,714

Less:
Depreciation and accretion expense (6)	32,285		32,210


Interest expense, net	10,761		6,421
Adjusted pre-tax income	26,556		25,083
Income tax expense (7)	7,197		5,920
Adjusted Net Income	$	19,359	$	19,163

Adjusted Net Income per share – basic	$	0.43	$	0.43
Adjusted Net Income per share – diluted	$	0.42	$	0.42

Weighted average shares outstanding – basic	44,959,960		44,729,824
Weighted average shares outstanding – diluted	45,609,764		45,741,261

(1)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.

(2)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of the Company's Mexican subsidiaries.

(3)For the three months ended March 31, 2021, restructuring expenses included costs incurred in conjunction with facility closures, workforce reductions and other related charges. For the three months ended March 31, 2020, restructuring expenses included professional fees and costs incurred in conjunction with facility closures and workforce reductions. The facility closures during the three months ended March 31, 2021 and 2020, respectively, primarily occurred in the U.K. related to reducing the number of facilities associated with cash delivery operations.

(4)For the three months ended March 31, 2021, acquisition related expenses includes legal and professional fees and certain administrative costs incurred in connection with the proposed acquisition of the Company, as further discussed in Note 1. Basis of Presentation - (a) Description of Business.

(5)The results for the three months ended March 31, 2021 include business rate tax recoveries of $12.0 million, classified as a cost reduction within Cost of ATM operating revenues.

(6)Amounts exclude a portion of the expenses incurred by one of the Company's Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.

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(7)For the three month periods ended March 31, 2021 and 2020, the non-GAAP tax rates used to calculate Adjusted Net Income were 27.1% and 23.6%. The non-GAAP tax rates represent the Company’s U.S. GAAP tax rates adjusted for the net tax effects related to the items excluded from Adjusted Net Income.

Reconciliation of U.S. GAAP Revenue to Constant-Currency Revenue

(in thousands, excluding percentages)



Consolidated revenue:	Three Months Ended March 31,
	2021						2020		% Change
	U.S. GAAP		Foreign Currency Impact		Constant - Currency		U.S. GAAP		U.S. GAAP		Constant - Currency
ATM operating revenues	$	255,018	$	(7,306)	$	247,712	$	291,799	(12.6)	%	(15.1)	%
ATM product sales and other revenues	12,816		(401)		12,415		14,803		(13.4)		(16.1)
Total revenues	$	267,834	$	(7,707)	$	260,127	$	306,602	(12.6)	%	(15.2)	%



North America revenue:	Three Months Ended March 31,
	2021						2020		% Change
	U.S. GAAP		Foreign Currency Impact		Constant - Currency		U.S. GAAP		U.S. GAAP		Constant - Currency
ATM operating revenues	$	182,959	$	(810)	$	182,149	$	193,241	(5.3)	%	(5.7)	%
ATM product sales and other revenues	9,086		(61)		9,025		12,756		(28.8)		(29.2)
Total revenues	$	192,045	$	(871)	$	191,174	$	205,997	(6.8)	%	(7.2)	%



Europe & Africa revenue:	Three Months Ended March 31,
	2021						2020		% Change
	U.S. GAAP		Foreign Currency Impact		Constant - Currency		U.S. GAAP		U.S. GAAP		Constant - Currency
ATM operating revenues	$	52,835	$	(3,599)	$	49,236	$	79,958	(33.9)	%	(38.4)	%
ATM product sales and other revenues	3,243		(258)		2,985		1,942		67.0		53.7
Total revenues	$	56,078	$	(3,857)	$	52,221	$	81,900	(31.5)	%	(36.2)	%



Australia & New Zealand revenue:	Three Months Ended March 31,
	2021						2020		% Change
	U.S. GAAP		Foreign Currency Impact		Constant - Currency		U.S. GAAP		U.S. GAAP		Constant - Currency
ATM operating revenues	$	19,712	$	(2,897)	$	16,815	$	20,252	(2.7)	%	(17.0)	%
ATM product sales and other revenues	487		(82)		405		105		363.8		285.7
Total revenues	$	20,199	$	(2,979)	$	17,220	$	20,357	(0.8)	%	(15.4)	%

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Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non-GAAP basis to Constant-Currency (in thousands, excluding percentages and per share amounts)


	Three Months Ended March 31,
	2021						2020		% Change
	Non - GAAP (1)		Foreign Currency Impact		Constant - Currency		Non - GAAP (1)		Non - GAAP (1)		Constant - Currency

Adjusted EBITDA	$	69,602	$	(2,086)	$	67,516	$	63,714	9.2	%	6.0	%
Adjusted Net Income	$	19,359	$	(522)	$	18,837	$	19,163	1.0	%	(1.7)	%
Adjusted Net Income per share – diluted (2)	$	0.42	$	—	$	0.42	$	0.42	—	%	—	%

(1) As reported on the Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, and Adjusted Net Income above.

(2) Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of 45,609,764 and 45,741,261 for the three months ended March 31, 2021 and 2020.

Reconciliation of Current and Long-Term Debt to Net Debt


	March 31, 2021		December 31, 2020
	(In thousands)
	(Unaudited)
Total Current and Long-term Debt	$	777,693	$	778,177
Add: Unamortized discounts and capitalized debt issuance costs	18,557		19,323
Less: Cash and cash equivalents	(197,363)		(174,242)
Net Debt	$	598,887	$	623,258

Reconciliation of Net Cash Provided by Operating Activities to Adjusted Net Cash Provided by Operating Activities and Adjusted Free Cash Flow


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Net cash provided by operating activities	$	69,352	$	1,120
Restricted cash settlement activity (1)	(4,346)		39,871
Adjusted net cash provided by operating activities	65,006		40,991
Net cash used in investing activities, excluding acquisitions (2)	(16,246)		(18,429)
Adjusted free cash flow	$	48,760	$	22,562

(1)Restricted cash settlement activity represents the change in our restricted cash excluding the portion of the change that is attributable to foreign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows. Restricted cash primarily consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement to the merchant has not yet occurred or day of the week on which a quarter ends.

(2)Capital expenditures are primarily related to organic growth projects, including the purchase of ATMs for both new and existing ATM management agreements, technology and product development, investments in infrastructure, ongoing refreshment of ATMs and operational assets and other related type activities in the normal course of business. Additionally, capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts.

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Liquidity and Capital Resources

Overview

As of March 31, 2021, we had $197.4 million in cash and cash equivalents and $777.7 million of current and long-term debt (or $796.3 million, including $18.6 million of capitalized debt issuance costs and unamortized discounts). In addition, we currently have a $600 million revolving credit facility, with currently no borrowings outstanding and approximately $10.0 million in outstanding letters of credit.

We have historically funded our business with cash on hand, cash flows from operations, borrowings under our revolving credit facility, and the issuance of debt and equity securities. We have generally used a portion of our cash flows to invest in additional ATMs, either through acquisitions or through organic growth. We have also used cash to pay interest and principal amounts outstanding under our borrowings. As we collect a sizable portion of our sales on a daily basis but generally pay our vendors on 30 day terms and are not required to pay certain merchants until 20 days after the end of each calendar month, we have historically utilized the excess available cash flow to reduce outstanding borrowings and to fund investments and capital expenditures. Accordingly, it is not uncommon for us to reflect a working capital deficit position in our Consolidated Balance Sheet.

Taking into consideration the foregoing and the expected effects of known trends, we believe we have sufficient liquidity available from cash on hand, cash flow from operations and potential borrowings to fund our operations for the foreseeable future. See Financing Activities below.

Operating Activities

Net cash provided by operating activities totaled $69.4 million during the three months ended March 31, 2021 compared to net cash provided by operating activities of $1.1 million during the same period of 2020. Excluding changes in restricted cash liabilities during the periods due to the timing of settlements, our cash flows from operating activities increased $24.0 million. This increase in operating cash flow (excluding settlement changes) is primarily due to higher operating profits and positive changes in working capital.

Investing Activities

Net cash used in investing activities totaled $16.2 million during the three months ended March 31, 2021 compared to net cash used in investing activities of $18.4 million during the same period of 2020. The change in net cash used in investing activities during the three months ended March 31, 2021 relative to the prior year was primarily a result of reduced capital expenditures, driven by technology enhancements, strategic procurement initiatives and ordinary course business requirement fluctuations.

Financing Activities

Net cash used in financing activities totaled $24.2 million during the three months ended March 31, 2021 compared to cash provided by financing activities of $565.0 million during the same period of 2020. During the three months ended March 31, 2021, we paid $9.2 million to satisfy the 2020 portion of our obligation under the Spark acquisition contingent consideration arrangement, made $14.5 million in tax payments upon vesting of share-based compensation awards, and made the mandatory quarterly principal repayment on our Term Loan facility. During the first quarter of 2020, we borrowed $587.1 million under our revolving credit agreement in anticipation of the maturity of our Convertible Notes due on December 1, 2020 and for additional liquidity given the economic uncertainty caused by the worldwide COVID-19 pandemic. During the three months ended March 31, 2020 we also used $16.9 million to repurchase 505,699 Class A ordinary shares. We have from time to time sought to repurchase our outstanding debt and / or equity securities in privately negotiated transactions.

For information related to our financing facilities, see Item 1. Financial Statements, Note 9. Current and Long-Term Debt.

Effects of Inflation

Our monetary assets, consisting primarily of cash and receivables, are not currently significantly affected by inflation. Similarly our non-monetary assets, consisting primarily of tangible and intangible assets, are not affected by inflation. However, inflation may in the future affect our expenses, such as those for employee compensation, operating costs and capital expenditures, which may not be readily recoverable in the price of services offered by us.

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Critical Accounting Policies

Our consolidated financial statements included in this Form 10-Q have been prepared in accordance with U.S. GAAP, which requires management to make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, thus impacting our results of operations and financial position. For discussion of the critical accounting policies and estimates that are most important to the depiction of our financial condition and results of operations see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates and Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies within our 2020 Form 10-K.

Goodwill Impairment

During the year ended December 31, 2020, we performed quantitative impairment tests and determined that the fair value of all reporting units exceeded the carrying value and, as such, no impairments were recorded. During the three months ended March 31, 2021, we did not identify any impairment indicators. To the extent that we are unable to perform in accordance with our projections, including the estimated impact of the Pandemic, further goodwill impairment charges are possible.

New Accounting Pronouncements

For information related to accounting pronouncements adopted and not yet adopted during 2021 see Item 1. Financial Statements, Note 2. New Accounting Pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following market risk disclosures should be read in conjunction with the quantitative and qualitative disclosures about market risk contained in our 2020 Form 10-K.

We are exposed to certain risks related to our ongoing business operations, including interest rate risk associated with our vault cash rental obligations and variable rate debt. The following quantitative and qualitative information is provided about financial instruments to which we were a party at March 31, 2021 and from which we may incur future gains or losses as a result of changes in market interest rates or foreign currency exchange rates. We do not enter into derivative or other financial instruments for speculative or trading purposes.

Hypothetical changes in interest rates and foreign currency exchange rates chosen for the following estimated sensitivity analysis are considered to be reasonably possible near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates and foreign currency exchange rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.

Interest Rate Risk

Vault cash rental expense. As our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in the general level of interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates in the U.S., the U.K., Germany, and Spain. In Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”), in South Africa, the rate is based on the South African Prime Lending rate and the Johannesburg Interbank Agreed Rate, in Canada, the rate is based on the Bank of Canada’s Bankers' Acceptance Rate and the Canadian Prime Rate, and in Mexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”).

As a result of the significant sensitivity to interest rates related to our vault cash rental expense, we have entered into a number of interest rate swap contracts and caps with varying notional amounts and fixed interest rates in the U.S., Canada, the U.K., and Australia to manage the rate we pay on the amounts of our current and anticipated outstanding vault cash balances.

The notional amounts, weighted average fixed rates, and remaining terms associated with our interest rate swap contracts and cap agreements that are currently in place in the U.S., Canada, the U.K., and Australia as of March 31, 2021 are as follows:

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Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations


Remaining Term of Hedging Instrument	Segment	Currency	Weighted Average Fixed Rate/Cap Rate (1)		Notional Value in Respective Currency
					(In millions)
Interest Rate Swap Contract - Vault Cash
April 1, 2021 – December 31, 2021	North America	U.S. Dollar	1.46	%	$	1,200
January 1, 2022 – December 31, 2022	North America	U.S. Dollar	1.17	%	$	1,000
January 1, 2023 – December 31, 2024	North America	U.S. Dollar	0.98	%	$	600
April 1, 2021 – December 31, 2021	North America	Canadian Dollar	2.46	%	$	125
April 1, 2021 – December 31, 2022	Europe & Africa	Pound Sterling	0.94	%	$	500
April 1, 2021 – December 31, 2021	Australia & New Zealand	Australian Dollar	0.71	%	$	40
Interest Rate Cap Contracts - Vault Cash
April 1, 2021 – December 31, 2023	North America	U.S. Dollar	3.25	%	$	200

(1) Cap rate represents the maximum amount of interest to be paid each year as per terms of the cap. The cost of the cap is amortized through vault cash rental expense over the term of cap.

Summary of Interest Rate Exposure on Average Outstanding Vault Cash

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in our North America, Europe & Africa and Australia & New Zealand segments based on our average outstanding vault cash balance and interest rate derivatives for the quarter ended March 31, 2021 and assuming a 100 basis point increase in interest rates (in millions):


	North America		Europe & Africa		Australia & New Zealand
Average outstanding vault cash balance	$	2,774	$	1,187	$	259
Interest rate swap contracts fixed notional amount	(1,499)		(689)		(31)
Residual unhedged outstanding vault cash balance	$	1,275	$	498	$	228

Additional annual interest incurred on 100 basis point increase	$	12.75	$	4.98	$	2.28

We also have terms in certain of our North America contracts with merchants and financial institution partners where we can decrease fees paid to merchants or effectively increase the fees paid to us by financial institutions if vault cash rental costs increase. Such protection will serve to reduce but not eliminate the exposure calculated above. Furthermore, we have the ability in North America to partially mitigate our interest rate exposure through our operations. We believe we can reduce the average outstanding vault cash balances as interest rates rise by visiting ATMs more frequently with lower cash amounts. This ability to reduce the average outstanding vault cash balances is partially constrained by the incremental cost of more frequent ATM visits. Our contractual protections with merchants and financial institution partners and our ability to reduce the average outstanding vault cash balances will serve to reduce but not eliminate interest rate exposure.

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Interest Rate Derivatives and Outlook. As of March 31, 2021, we had an asset of $0.3 million and a liability of $34.8 million recorded in the accompanying Consolidated Balance Sheets, which represented the fair value of our interest rate swap and cap contracts associated with our vault cash rental obligations. The fair value estimate for these instruments was calculated as the present value of amounts estimated to be paid to a marketplace participant. These derivative contracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP). For each highly effective hedging relationship, the gain or loss on the derivative instrument is reported as a component of the Accumulated other comprehensive loss, net line in the Consolidated Balance Sheets. The gain or loss is reclassified into earnings in the Vault cash rental expense line within the Cost of ATM operating revenues line in the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings.

Although we currently hedge a substantial portion of our vault cash interest rate risk in the U.S., Canada, the U.K., and Australia, we may not be able to enter into similar arrangements for similar amounts in the future, and any significant increase in interest rates in the future could have an adverse impact on our business, financial condition, and results of operations by increasing our operating expenses. However, we expect that the impact on our consolidated financial statements from a significant increase in interest rates would be partially mitigated by the derivative instruments that we currently have in place associated with our vault cash balances in the U.S., Canada, the U.K., and Australia and other protective measures we have put in place to mitigate such risk.

Interest expense. Our interest expense is also sensitive to changes in interest rates as borrowings under our revolving credit and term loan facilities accrue interest at floating rates. As of March 31, 2021, we had no outstanding borrowings under our revolving credit facility and $496.3 million of outstanding borrowings under our floating rate term loan facility.

To mitigate the interest rate risk associated with the borrowings on our floating rate term loan facility, on July 30, 2020, we executed $250.0 million aggregate notional amount interest rate cap contracts that terminate December 31, 2025. These interest rate cap contracts have a cap rate of 1% and have been designated as cash flow hedges of the floating rate interest associated with our term loan facility. See Item 1. Financial Statements, Note 9. Current and Long-Term Debt.

Outstanding Interest Rate Derivatives Associated with Variable Rate Debt

Remaining Term of Hedging Instrument

Segment

Currency

Weighted Average Fixed Rate/Cap Rate (1)

Notional Value in Respective Currency

Interest rate cap contracts - Variable Debt

(In millions)

April 1, 2021 – December 31, 2025

North America

U.S. Dollar

1.00

250

(1) Cap rate represents the maximum amount of interest to be paid each year as per terms of the cap. The cost of the cap will be amortized through interest expense over the term of the cap.

As of March 31, 2021, we had an asset of $3.6 million and a liability of $0.4 million recorded in the accompanying Consolidated Balance Sheets, which represented the fair value of our interest rate cap contracts associated with our term loan facility. The fair value estimate for these instruments was calculated as the present value of amounts estimated to be paid to a marketplace participant. These derivative contracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP). For each highly effective hedging relationship, the gain or loss on the derivative instrument is reported as a component of the Accumulated other comprehensive loss, net line in the Consolidated Balance Sheets. The gain or loss is reclassified into earnings in the Interest expense, net line in the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings.

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Transition from LIBOR. We are currently evaluating the impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates. Currently, we have several debt, derivative and commercial contracts that reference LIBOR-based rates. The transition from LIBOR in the U.S. for tenors that the Company currently utilizes is expected to take place sometime after 2021. The LIBOR transition in the U.K. is expected to take place at the end of 2021, and we do not expect this change to have a significant impact on our operations or results. We will continue to assess the impact of this transition. For additional information related to the transition from LIBOR, see Part 1, Item 1A. Risk Factors - Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs in our Annual Report on Form 10-K for the year ended December 31, 2020.

Foreign Currency Exchange Rate Risk

As a result of our global operations, we are exposed to market risk from changes in foreign currency exchange rates. The functional currencies of our international subsidiaries are their respective local currencies. The results of operations of our international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments to assets and liabilities have been reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. As of March 31, 2021, this accumulated translation loss totaled $39.0 million compared to $41.6 million as of December 31, 2020.

Our consolidated financial results were impacted by changes in foreign currency exchange rates during the three months ended March 31, 2021 compared to the prior year. Our total revenues during the three months ended March 31, 2021 would have been lower by approximately $7.7 million had the foreign currency exchange rates from the three months ended March 31, 2021 remained unchanged from the prior year. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the U.K. pound sterling, Euro, Mexican peso, Canadian dollar, Australian dollar, and South African Rand, the effect upon our operating income would have been approximately $0.6 million for the three months ended March 31, 2021, respectively.

Certain intercompany balances are designated as short-term in nature. The changes in these balances related to foreign currency exchange rates have been recorded in the Consolidated Statements of Operations and we are exposed to foreign currency exchange rate risk as it relates to these intercompany balances.

We do not hold derivative commodity instruments and all of our cash and cash equivalents are held in money market and checking funds or in physical cash form.

Item 4. Controls and Procedures

Management’s Quarterly Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2021 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

In the ordinary course of business, the Company reviews its internal control over financial reporting and makes changes to its control procedures, processes and systems that are intended to enhance such controls and increase efficiency while maintaining an effective internal control environment.

In conjunction with the evaluation described above, there have been no changes in our system of internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The disclosure responsive to this Item related to our material pending legal and regulatory proceedings and settlements, is incorporated by reference herein from Part I. Financial Information, Item 1. Financial Statements, Note 13. Commitments and Contingencies – Legal Matters.

Item 1A. Risk Factors

You should carefully consider the risks discussed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”) and other information included and incorporated by reference in this report. These risks could materially affect our business, financial condition, or future results. There have been no material changes in our assessment of our risk factors from those set forth in our 2020 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


Exhibit Number			Description
10.1*			Form equity award agreement (South Africa, time based)
10.2*			Form equity award agreement (South Africa, performance based)
10.3*			Form equity award agreement (South Africa, market based)
10.4*			Form equity award agreement (non-employee director)
10.5*			Form equity award agreement (time based)
10.6*			Form equity award agreement (time based)
10.7*			Form equity award agreement (time based, special)
10.8*			Form equity award agreement (performance based)
10.9*			Form equity award agreement (performance based)
10.10*			Form equity award agreement (performance based, special)
10.11*			Form equity award agreement (market based)
10.12*			Form equity award agreement (market based)
10.13*			Form equity award agreement (market based, special)
10.14*			Form Annual Executive Cash Incentive Plan
31.1*			Certification of the Chief Executive Officer of Cardtronics plc pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of the Chief Financial Officer of Cardtronics plc pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of the Chief Executive Officer and Chief Financial Officer of Cardtronics plc pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
104			The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL.
101.INS*			XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*			XBRL Taxonomy Extension Schema Document
101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*			XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith.

Management contract or compensatory plan or arrangement.

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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.


						CARDTRONICS PLC

May 7, 2021						/s/ Gary W. Ferrera
						Gary W. Ferrera
						Chief Financial Officer
						(Duly Authorized Officer and
						Principal Financial Officer)

May 7, 2021						/s/ Paul A. Gullo
						Paul A. Gullo
						Chief Accounting Officer
						(Duly Authorized Officer and
						Principal Accounting Officer)

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Cardtronics 10-Q2021 Q1 Quarterly report

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