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Table of Contents

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	~~September~~March 3031, ~~2020~~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 ~~October~~May 275, ~~2020~~2021: 4445,~~479~~265,~~262~~702 Ordinary shares, nominal value $0.01 per share.

Table of Contents

CARDTRONICS PLC

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Notes to Unaudited Condensed Consolidated Financial Statements	98
	Cautionary Statement Regarding Forward-Looking Statements	4334
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4536
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6755
Item 4.	Controls and Procedures	7158
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	7259
Item 1A.	Risk Factors	7259
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7359
Item 3.	Defaults Upon Senior Securities	7359
Item 4.	Mine Safety Disclosures	7359
Item 5.	Other Information	7459
Item 6.	Exhibits	7560
	Signatures	7661

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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CARDTRONICS PLC

CONSOLIDATED BALANCE SHEETS

(In thousands, excluding share and per share amounts)

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~263~~197,~~490~~363	$	30174,~~115~~242
Accounts and notes receivable	8394,~~281~~775		~~101~~96,~~046~~902
Less: Allowance for credit losses	(67,~~994~~005)		(57,~~251~~035)
Accounts and notes receivable, net	7687,~~287~~770		9589,~~795~~867
Inventory, net	6,~~450~~210		106,~~618~~598
Restricted cash	96141,~~740~~859		87137,~~354~~353
Prepaid expenses, deferred costs, and other current assets	7250,~~869~~338		8453,~~639~~953
Total current assets	~~515~~483,~~836~~540		~~308~~462,~~521~~013
Property and equipment, net of accumulated depreciation of $594,832 and $525,933 as of September 30, 2020 and December 31, 2019, respectively	423,578		461,277
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	6256,~~418~~434		7660,~~548~~368
Intangible assets, net	88,036		113,925
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	~~739~~760,~~179~~811		~~752~~759,~~592~~102
Deferred tax assets, net	17,~~420~~774		1317,~~159~~382
Prepaid expenses, deferred costs, and other noncurrent assets	2023,~~411~~188		3718,~~936~~109
Total assets	$	1,~~866~~829,~~878~~858	$	1,~~763~~831,~~958~~445
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	~~119~~5,~~694~~000	$	—5,000
Current portion of other long-term liabilities	6351,~~620~~744		5364,~~144~~799
Accounts payable	4046,~~867~~053		4639,~~478~~901
Accrued liabilities	~~326~~373,~~216~~015		~~334~~366,~~762~~285
Total current liabilities	~~550~~475,~~397~~812		~~434~~475,~~384~~985
Long-term liabilities:
Long-term debt	~~773~~772,~~857~~693		~~739~~773,~~475~~177
Asset retirement obligations	5456,~~607~~859		5556,~~494~~973
Deferred tax liabilities, net	4855,~~636~~471		4651,~~878~~484
Operating lease liabilities	5853,~~782~~681		6956,~~531~~683
Other long-term liabilities	4621,~~264~~886		37,~~870~~727
Total liabilities	1,~~532~~436,~~543~~402		1,~~383~~452,~~632~~029
Commitments and contingencies (See Note 15)
Commitments and contingencies (See Note 13)
Shareholders' equity:
Ordinary shares, $0.01 nominal value; 44,478,988 and 44,676,132 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	445		447
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	~~338~~333,~~045~~596		~~332~~343,~~109~~042
Accumulated other comprehensive loss, net	(~~124~~76,~~211~~062)		(7793,~~887~~731)
Retained earnings	~~120~~135,~~116~~568		~~125~~129,~~763~~693
Total parent shareholders' equity	~~334~~393,~~395~~555		~~380~~379,~~432~~449
Noncontrolling interests	(6099)		(~~106~~33)
Total shareholders’ equity	~~334~~393,~~335~~456		~~380~~379,~~326~~416
Total liabilities and shareholders’ equity	$	1,~~866~~829,~~878~~858	$	1,~~763~~831,~~958~~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 EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2020		2019		2020		2019
	2021		2020
Revenues:
ATM operating revenues	$	~~267~~255,~~320~~018	$	~~333~~291,~~384~~799	$	~~781,998~~	$	~~959,067~~
ATM product sales and other revenues	12,~~078~~816		1814,~~123~~803		~~37,194~~		~~51,531~~
Total revenues	~~279~~267,~~398~~834		~~351~~306,~~507~~602		~~819,192~~		~~1,010,598~~
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c))	~~165~~150,~~265~~803		~~208~~193,~~860~~630		~~510,014~~		~~623,099~~
Cost of ATM product sales and other revenues	78,~~842~~796		1412,~~922~~092		~~27,522~~		~~41,148~~
Total cost of revenues	~~173~~159,~~107~~599		~~223~~205,~~782~~722		~~537,536~~		~~664,247~~
Operating expenses:
Selling, general, and administrative expenses	4042,~~373~~909		4642,~~257~~378		~~115,609~~		~~131,912~~
Restructuring expenses	21,~~008~~692		31,~~583~~209		~~6,557~~		~~7,046~~
Depreciation and accretion expense	33,063		33,466		97,346		99,644
Acquisition related expenses	1,440		—
Amortization of intangible assets	7,900		12,404		25,162		37,407
Depreciation and accretion expense	32,285		32,211
Loss on disposal and impairment of assets	814		637		1,847		3,101
Amortization of intangible assets	6,086		8,413
Total operating expenses	84,158		96,347		246,521		279,110
Loss on disposal and impairment of assets	353		921
Income from operations	22,133		31,378		35,135		67,241
Total operating expenses	84,765		85,132
Other expenses (income):
Income from operations	23,470		15,748
Interest expense, net	11,132		6,751		26,362		20,265
Other expenses:
Amortization of deferred financing costs and note discount	2,341		3,377		10,226		9,999
Interest expense, net	10,761		6,421
Loss on extinguishment of convertible notes	—		—		3,018		—
Amortization of deferred financing costs and note discount	1,043		3,486
Other income	(7,116)		(3,703)		(9,651)		(9,454)
Other expenses, net	2,842		3,829
Total other expenses	614,~~357~~646		613,~~425~~736		~~29,955~~		~~20,810~~
Income before income taxes	158,~~776~~824		242,~~953~~012		~~5,180~~		~~46,431~~
Income tax expense (benefit)	102,~~049~~951		4(3,~~086~~737)		~~(4,375)~~		~~10,780~~
Net income	5,~~727~~873		205,~~867~~749		~~9,555~~		~~35,651~~
Net (loss) income attributable to noncontrolling interests	(5)		3		(10)		(3)
Net loss attributable to noncontrolling interests	(3)		(6)
Net income attributable to controlling interests and available to common shareholders	$	5,~~732~~876	$	205,~~864~~755	$	~~9,565~~	$	~~35,654~~
Net income per common share – basic	$	0.13	$	0.4613	$	~~0.21~~	$	~~0.77~~
Net income per common share – diluted	$	0.13	$	0.4613	$	~~0.21~~	$	~~0.77~~
Weighted average shares outstanding – basic	44,~~506~~959,~~874~~960		4544,~~058~~729,~~226~~824		~~44,557,103~~		~~46,040,027~~
Weighted average shares outstanding – diluted	45,~~209~~609,~~696~~764		45,~~504~~741,~~165~~261		~~45,382,687~~		~~46,475,353~~

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 EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2020		2019		2020		2019
	2021		2020
Net income	$	5,~~727~~873	$	205,~~867~~749	$	~~9,555~~	$	~~35,651~~
Unrealized gain (loss) on interest rate derivative contracts, net of deferred income tax expense of $735 and benefit of $583 for the three months ended September 30, 2020 and 2019, respectively, and benefits of $12,292 and $7,860 for the nine months ended September 30, 2020 and 2019, respectively.	3,548		(2,798)		(39,534)		(29,107)
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 $943 and $0 for the three months ended September 30, 2020 and 2019, respectively, and expense (benefit) of $820 and $(242) for the nine months ended September 30, 2020 and 2019, respectively.	11,068		(6,998)		(6,790)		2,378
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)	1417,~~616~~669		(959,~~796~~462)		~~(46,324)~~		~~(26,729)~~
Total comprehensive income (loss)	2023,~~343~~542		11(53,~~071~~713)		~~(36,769)~~		~~8,922~~
Less: Comprehensive income (loss) attributable to noncontrolling interests	10		2		46		(3)
Less: Comprehensive (loss) income attributable to noncontrolling interests	(66)		35
Comprehensive income (loss) attributable to controlling interests	$	2023,~~333~~608	$	11(53,~~069~~748)	$	~~(36,815)~~	$	~~8,925~~

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 September 30, 2020
	Three Months Ended March 31, 2021
	Common Shares			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveLoss, Net		RetainedEarnings			NoncontrollingInterests
	Shares	Amount								Total
Balance as of June 30, 2020	44,477	$	445	$	332,157	$	(138,827)	$	114,384		$	(70)	$	308,089
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	2717	—8		24760		—		—			—		24768
Share-based compensation expense	—	—		54,~~921~~258		—		—			—		54,~~921~~258
Tax payments related to share-based compensation	—	—		(4314,464)		—		—			—		(4314,464)
Settlement of note hedge and warrants associated with the convertible senior notes	—	—		(14)		—		—			—		(14)
Unrealized gain on interest rate derivative contracts, net of deferred income tax expense of $4,610	—	—		—		15,064		—			—		15,064
Unrealized gain on interest rate derivative contracts, net of deferred income tax expense of $735	—	—		—		3,548		—			—		3,548
Net income attributable to controlling interests	—	—		—		—		5,876			—		5,876
Net income attributable to controlling interests	—	—		—		—		5,732			—		5,732
Net loss attributable to noncontrolling interests	—	—		—		—		—			(3)		(3)
Net loss attributable to noncontrolling interests	—	—		—		—		—			(5)		(5)
Foreign currency translation adjustments, net of deferred income tax expense of $238	—	—		—		2,605		(1)			(63)		2,541
Foreign currency translation adjustments, net of deferred income tax expense of $943	—	—		—		11,068		—			15		11,083
Balance as of March 31, 2021	45,256	$	453	$	333,596	$	(76,062)	$	135,568		$	(99)	$	393,456
Balance as of September 30, 2020	44,479	$	445	$	338,045	$	(124,211)	$	120,116		$	(60)	$	334,335

	Three Months Ended September 30, 2019
	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 June 30, 2019	45,645	$	456	$	330,131	$	(83,810)	$	115,197		$	(101)	$	361,873
Balance as of December 31, 2019	44,676	$	447	$	332,109	$	(77,887)	$	125,763		$	(106)	$	380,326
Issuance of common shares for share-based compensation, net of forfeitures	12	—		—		—		—			—		—
Cumulative effect of change in accounting principle	—	—		—		—		(1,871)			—		(1,871)
Share-based compensation expense	—	—		5,633		—		—			—		5,633
Issuance of common shares for share-based compensation, net of forfeitures	286	3		271		—		—			—		274
Tax payments related to share-based compensation	—	—		(202)		—		—			—		(202)
Share-based compensation expense	—	—		5,193		—		—			—		5,193
Repurchase of common shares	(1,054)	(10)		(7,222)		—		(22,920)			—		(30,152)
Tax payments related to share-based compensation	—	—		(5,515)		—		—			—		(5,515)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $583	—	—		—		(2,798)		—			—		(2,798)
Repurchase of common shares	(506)	(5)		(3,530)		—		(13,338)			—		(16,873)
Net income attributable to controlling interests	—	—		—		—		20,864			—		20,864
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 noncontrolling interests	—	—		—		—		—			3		3
Net income attributable to controlling interests	—	—		—		—		5,755			—		5,755
Foreign currency translation adjustments, net of deferred income tax benefit of $0	—	—		—		(6,998)		—			(2)		(7,000)
Net loss attributable to noncontrolling interests	—	—		—		—		—			(6)		(6)
Balance as of September 30, 2019	44,603	$	446	$	328,340	$	(93,606)	$	113,141		$	(100)	$	348,221
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 ~~SHAREHOLDERS’~~CASH ~~EQUITY~~FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30, 2020
	Three months ended March 31,
	Common Shares				AdditionalPaid-InCapital		AccumulatedOtherComprehensiveLoss, Net		RetainedEarnings			NoncontrollingInterests
	2021				2020
	Shares		Amount								Total
Cash flows from operating activities:
Balance as of December 31, 2019	44,676		$	447	$	332,109	$	(77,887)	$	125,763		$	(106)	$	380,326
Net income	$	5,873			$	5,749
Cumulative effect of change in accounting principle	—		—		—		—		(1,871)			—		(1,871)
Adjustments to reconcile net income to net cash provided by operating activities:
Issuance of common shares for share-based compensation, net of forfeitures	309		3		312		—		—			—		315
Depreciation, accretion, and amortization of intangible assets	38,371				40,624
Share-based compensation expense			—		16,143		—		—			—		16,143
Amortization of deferred financing costs and note discount	1,043				3,486
Tax payments related to share-based compensation			—		(5,792)		—		—			—		(5,792)
Share-based compensation expense	4,258				5,193
Repurchase of common shares	(506)		(5)		(3,530)		—		(13,338)			—		(16,873)
Deferred income tax (benefit) expense	(780)				9,602
Settlement of note hedge and warrants associated with the convertible senior notes			—		(1,197)		—		—			—		(1,197)
Loss on disposal and impairment of assets	353				921
Unrealized loss on interest rate derivative contracts, net of deferred income tax benefit of $12,292			—		—		(39,534)					—		(39,534)
Other reserves and non-cash items	3,311				4,361
Net income attributable to controlling interests			—		—		—		9,565			—		9,565
Changes in assets and liabilities:
Net loss attributable to noncontrolling interests			—		—		—		—			(10)		(10)
Decrease in accounts and notes receivable, net	2,129				3,171
Foreign currency translation adjustments, net of deferred income tax expense of $820			—		—		(6,790)		(3)			56		(6,737)
Decrease (increase) in prepaid expenses, deferred costs, and other current assets	2,992				(11,645)
Balance as of September 30, 2020	44,479		$	445	$	338,045	$	(124,211)	$	120,116		$	(60)	$	334,335
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	—				731,862
Repayments of borrowings under revolving credit facility	—				(144,754)
Repayments of term loan facility	(1,250)				—
Tax payments related to share-based compensation	(14,464)				(5,515)
Proceeds from exercises of stock options	760				293
Repurchase of common shares	—				(16,873)
Payment of contingent consideration	(9,193)				—
Other financing activities	(36)				—
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

	Nine Months Ended September 30, 2019
	Common Shares			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveLoss, Net		RetainedEarnings			NoncontrollingInterests
	Shares	Amount								Total
Balance as of December 31, 2018	46,134	$	461	$	327,009	$	(66,877)	$	116,276		$	(97)	$	376,772
Cumulative effect of change in accounting principle	—	—		—		366		(366)			—		—
Issuance of common shares for share-based compensation, net of forfeitures	201	2		—		—		—			—		2
Share-based compensation expense	—	—		15,367		—		—			—		15,367
Tax payments related to share-based compensation	—	—		(2,224)		—		—			—		(2,224)
Repurchase of common shares	(1,732)	(17)		(11,812)		—		(38,423)			—		(50,252)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $7,860	—	—		—		(29,473)		—			—		(29,473)
Net income attributable to controlling interests	—	—		—		—		35,654			—		35,654
Net loss attributable to noncontrolling interests	—	—		—		—		—			(3)		(3)
Foreign currency translation adjustments, net of deferred income tax benefit of $242	—	—		—		2,378		—			—		2,378
Balance as of September 30, 2019	44,603	$	446	$	328,340	$	(93,606)	$	113,141		$	(100)	$	348,221

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)

	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	9,555	$	35,651
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization of intangible assets	122,508		137,051
Amortization of deferred financing costs and note discount	10,226		9,999
Share-based compensation expense	16,143		15,367
Deferred income tax expense	10,333		1,089
Loss on disposal and impairment of assets	1,847		3,101
Other reserves and non-cash items	(2,412)		(8,565)
Changes in assets and liabilities:
Decrease (increase) in accounts and notes receivable, net	16,181		(21,589)
Decrease in prepaid expenses, deferred costs, and other current assets	7,725		7,810
Increase in inventory, net	(86)		(4,035)
Decrease in other assets	8,007		5,047
(Decrease) increase in accounts payable	(5,258)		5,526
Increase in restricted cash liabilities	10,673		22,629
(Decrease) increase in accrued liabilities	(19,422)		31,827
Increase (decrease) in other liabilities	2,181		(9,216)
Net cash provided by operating activities	188,201		231,692
Cash flows from investing activities:
Additions to property and equipment	(61,094)		(90,319)
Acquisitions, net of cash acquired	—		(9,100)
Net cash used in investing activities	(61,094)		(99,419)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	747,003		486,486
Repayments of borrowings under revolving credit facility	(907,140)		(555,588)
Proceeds from issuance of term loan facility	500,000		—
Repayments of term loan facility	(1,250)		—
Debt issuance, modification, and redemption costs	(20,519)		(924)
Repurchase of convertible notes	(171,173)		—
Tax payments related to share-based compensation	(5,792)		(2,224)
Proceeds from exercises of stock options	293		2
Repurchase of common shares	(16,873)		(50,252)
Payment of contingent consideration	(5,179)		—
Net cash provided by (used in) financing activities	119,370		(122,500)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3,716)		99
Net increase in cash, cash equivalents, and restricted cash	242,761		9,872
Cash, cash equivalents, and restricted cash as of beginning of period	117,469		195,410
Cash, cash equivalents, and restricted cash as of end of period	$	360,230	$	205,282
Supplemental disclosure of cash flow information:
Cash paid for interest	$	22,995	$	14,453
Cash (refunded) paid for income taxes	$	(2,878)	$	5,251

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 three operating segments, further described in Note 1715. 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, ~~2019~~2020 (the “~~2019~~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 ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~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.

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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 EndedSeptember 30,

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2020

2019

2020

2019

2021

2020

(In thousands)

Depreciation and accretion expenses related to ATMs and ATM-related assets

25,~~626~~875

2422,~~899~~781

~~72,406~~

~~74,890~~

Amortization of intangible assets

76,~~900~~086

128,~~404~~413

~~25,162~~

~~37,407~~

Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues

3331,~~526~~961

3731,~~303~~194

~~97,568~~

~~112,297~~

Depreciation and accretion expense included in Selling, general, and administrative expenses

76,~~437~~410

89,~~567~~430

~~24,940~~

~~24,754~~

Total depreciation, accretion and amortization of intangible assets

4038,~~963~~371

4540,~~870~~624

~~122,508~~

~~137,051~~

(d) Restructuring Expenses

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021, the Company continued certain corporate reorganization and cost reduction initiatives that began in ~~2019. In addition, the Company implemented additional cost reduction measures during the nine months ended September 30,~~ 2020, partly in response to the impacts of the COVID-19 pandemic (the "Pandemic"). In the three ~~and nine~~ months ended ~~September~~March 3031, 2021 and 2020, the Company incurred $21.0 7 million and $61.6 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 EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2020		2019		2020		2019
	2021		2020
	(In thousands)
Europe & Africa	$	1,~~894~~549	$	21,~~335~~000	$	~~4,971~~	$	~~2,735~~
North America	—		799		1,205		1,012
Corporate	143		209
Australia & New Zealand	114		—		114		—
Total	$	1,692	$	1,209
Corporate	—		449		267		3,299
Total	$	2,008	$	3,583	$	6,557	$	7,046

The costs incurred in Europe & Africa for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 included facility related costs consisting of non-cash asset write-offs and accelerated lease expenses as well as amounts pertaining to workforce reductions., ~~The~~primarily ~~costs incurred~~ in ~~North America for~~ the ~~nine months ended September 30, 2020 and the three and nine months ended September 30, 2019 primarily related to workforce reductions~~U.K. The costs incurred in ~~Australia~~Corporate ~~& New Zealand~~ for the three months ended ~~September~~March 3031, ~~2020~~2021 ~~primarily~~included ~~related~~amounts pertaining to workforce reductions. ~~The~~and the costs incurred in Corporate for the ~~nine~~three months ended ~~September~~March 3031, 2020 ~~and the three and nine months ended September 30, 2019~~ primarily consisted of professional fees. The restructuring liability balances as of ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020 were $1.06 million and $0.76 million, respectively. The restructuring liability balance as of December 31, ~~2019~~2020 was $12.02 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. ~~Current~~Restricted ~~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 ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~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 ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, corresponding with the balances in the Consolidated Statements of Cash Flows.

	September 30,
	Three Months EndedMarch 31,
	2020		2019
	2021		2020
	(In thousands)
Cash and cash equivalents	$	~~263~~197,~~490~~363	$	26613,~~534~~728
Restricted cash	96141,~~740~~859		~~178~~44,~~748~~796
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows	$	~~360~~339,~~230~~222	$	~~205~~658,~~282~~524

(f) Accounts and Notes Receivable~~-Credit~~, ~~Losses~~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. ~~The~~Accounting ~~Company~~Standards ~~assessed~~Codification ~~the~~Topic ~~likelihood~~326 of("Topic ~~collection~~326") requires recognition of ~~its~~credit ~~receivables~~losses ~~utilizing~~when ~~historical~~expected ~~loss~~based ~~rates~~on a broad range of information, including historical experience and current ~~market~~economic conditions. ~~that~~The ~~included~~Company ~~the~~applies ~~estimated~~an ~~impact~~aging ofbased ~~the~~methodology ~~global~~using ~~COVID-19~~historic ~~pandemic~~loss experience and aging categories. ~~Refer~~Where tonecessary, ~~Note~~the 2Company segregates receivables into pools with common characteristics. ~~New~~In ~~Accounting~~addition, ~~Pronouncements~~where ~~for~~appropriate ~~additional~~and where the available information onindicates ~~the~~that ~~development~~losses ofwould ~~the~~be ~~Company's~~minimal, ~~estimate~~an ofestimated ~~expected~~loss ~~credit~~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.

~~The~~For ~~Company~~the ~~recorded~~three amonths ~~(benefit)~~ended ~~provision~~March ~~for~~31, ~~estimated~~2021 ~~credit~~and ~~losses~~2020, ofthe ~~$(0.5) million~~Company ~~and~~assessed ~~$0.4 million~~the ~~during~~likelihood ~~the~~of ~~three~~collection ~~months~~of ~~ending~~its ~~September~~receivables ~~30,~~utilizing ~~2020~~historical loss rates and ~~2019,~~current ~~respectively,~~market ~~and~~conditions athat ~~provision~~included the estimated impact of ~~$0.8 million~~the ~~and~~global $1COVID-19 pandemic.~~0 million~~ ~~during~~The ~~the~~Company ~~nine~~recorded ~~months~~an ~~ending~~insignificant ~~September~~provision ~~30,~~for ~~2020~~estimated ~~and~~credit ~~2019,~~losses ~~respectively.~~during Asthe ofthree ~~September~~months ~~30,~~ending ~~2020~~March 31, ~~approximately~~2021 ~~79%~~and ofa ~~the~~provision ~~Accounts~~of ~~and~~$0.9 million ~~Notes~~during ~~Receivable~~the ~~balance~~three ~~was~~months ~~current~~ending ~~and~~March ~~not~~31, ~~yet due~~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:

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
	(In thousands)
ATMs	$	21,~~180~~563	$	31,~~330~~837
ATM spare parts and supplies	56,~~360~~320		76,~~673~~525
Total inventory	7,~~540~~883		118,~~003~~362
Less: Inventory reserves	(1,~~090~~673)		(~~385~~1,764)
Inventory, net	$	6,~~450~~210	$	106,~~618~~598

11(h) Warrants

~~Table~~Concurrent with the issuance of ~~Contents~~ 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

~~Current~~In ~~Expected~~December ~~Credit Losses. On January 1~~2019, ~~2020,~~ the ~~Company~~FASB ~~adopted Accounting Standards Update ("~~issued ASU") ~~2016~~2019-1312, Income ~~Financial~~Taxes ~~Instruments - Credit Losses~~ (Topic ~~326~~740): ~~Measurement~~Simplifying ofthe ~~Credit~~Accounting ~~Losses~~for onIncome ~~Financial~~Taxes. ~~Instruments,~~The ~~and~~ASU ~~related~~simplifies ~~amendments~~the ~~(collectively,~~accounting ~~"Topic~~for ~~326"),~~income ~~via~~taxes aby ~~cumulative-effect~~removing ~~adjustment~~certain toexceptions ~~opening~~for ~~retained~~recognizing ~~earnings.~~deferred ~~Topic~~taxes, ~~326~~performing ~~replaced~~intra-period ~~the~~allocations ~~incurred~~and ~~loss~~calculating ~~impairment~~income ~~model~~taxes ~~under~~in ~~which~~interim ~~credit losses were recognized when probable~~periods. The ~~new~~ASU ~~guidance~~also ~~requires~~adds ~~recognition~~guidance ofintended ~~credit~~to ~~losses~~reduce ~~when~~complexity ~~expected~~in ~~based~~certain ~~on a broad range of information~~areas, including ~~historical~~recognizing ~~experience~~deferred ~~and~~taxes ~~current~~for ~~economic~~certain ~~conditions.~~changes Toin ~~implement~~ the ~~standard,~~tax ~~the~~basis ~~Company~~of ~~applied~~goodwill ~~an aging based methodology using historic loss experience~~ and ~~aging~~allocating ~~categories.~~taxes ~~Where~~to ~~necessary,~~members ~~the~~of ~~Company~~a ~~segregated~~consolidated ~~receivables into pools with common characteristics~~group. The InASU is ~~addition,~~effective ~~where~~for ~~appropriate~~fiscal ~~and~~years ~~where~~beginning ~~the~~after ~~available~~December ~~information indicated that losses would be minimal~~15, ~~an estimated loss rate was applied. In all cases~~2020, ~~losses~~including ~~are~~interim ~~recognized~~periods ~~when~~within ~~expected.~~those ~~The~~fiscal ~~Company holds no material financing receivables and no other financial instruments measured at amortized cost~~years. The ~~Company's~~ adoption of ~~Topic~~this ~~326~~ASU ~~had~~did ~~the~~not ~~following~~have a material impact on the Company’'s ~~consolidated statement of~~ financial ~~position:~~statements.

	December 31, 2019		ASC 326 Adoption		January 1, 2020
	As Reported				As Adjusted
	(In thousands)
Accounts and notes receivable	$	101,046	$	—	$	101,046
Allowance for credit losses	(5,251)		(2,337)		(7,588)
Accounts and notes receivable, net	$	95,795	$	(2,337)	$	93,458
Deferred tax asset, net	$	13,159	$	466	$	13,625
Retained earnings	$	125,763	$	(1,871)	$	123,892

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.

Fair Value Measurement. In January 2020, the Company adopted ASU 2018-13, Disclosure Framework (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. This guidance modified the disclosure requirements for fair value measurements. The Company's adoption of these disclosure requirements had no impact on the Company's consolidated financial statements.11

In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected 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"). 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 modification 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

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 740-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this guidance and has not yet concluded whether it will early adopt in 2021. At this time, this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

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,

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~~performing~~In ~~intra~~January 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-~~period~~01, ~~allocations~~Reference ~~and~~Rate ~~calculating~~Reform ~~income~~(Topic ~~taxes~~848): inScope, ~~interim~~which ~~periods.~~serves ~~The~~to ~~ASU~~clarify ~~also~~the ~~adds~~scope ~~guidance~~of ~~intended~~Topic 848 to ~~reduce~~explicitly ~~complexity~~include inderivative ~~certain~~instruments ~~areas,~~both ~~including~~directly ~~recognizing~~and ~~deferred~~indirectly ~~taxes~~impacted ~~for~~by ~~certain~~the ~~changes~~market intransition from the ~~tax~~London ~~basis~~Interbank ofOffered ~~goodwill~~Rate ("LIBOR") and ~~allocating~~other ~~taxes~~interbank offered rates to ~~members~~alternative ofreference arates, ~~consolidated~~such ~~group~~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 ~~ASU~~guidance iswas effective ~~for~~upon ~~fiscal~~issuance ~~years~~and ~~beginning~~may ~~after~~be ~~December~~applied ~~15,~~prospectively ~~2020,~~to ~~including~~contract ~~interim~~modifications ~~periods~~made ~~within~~and ~~those~~hedging ~~fiscal~~relationships ~~years.~~entered ~~Early~~into ~~adoption~~or isevaluated ~~permitted~~on or before December 31, ~~including~~2022. The adoption inof anthis ~~interim~~guidance ~~period.~~has ~~The~~had no impact on the consolidated financial statements as the Company ishas ~~currently~~not ~~evaluating~~yet modified any of the existing contracts in response to the reference rate reform. The impact of ~~the~~this ~~new~~ASU ~~guidance~~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 ~~consolidated~~debt ~~financial~~facilities, ~~statements~~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 September 30, 2020

Three Months Ended March 31, 2021

(In thousands)

North America

Europe & Africa

Australia & New Zealand

Eliminations

Consolidated

Surcharge revenues

6961,~~120~~452

2716,~~188~~734

1415,~~720~~203

—

~~111~~93,~~028~~389

Interchange revenues

3032,~~903~~160

3934,~~151~~135

~~832~~—

—

7066,~~886~~295

Bank-branding and surcharge-free network revenues

5661,~~272~~309

~~397~~280

—

5661,~~669~~589

Managed services and processing revenues

2528,~~035~~038

1,~~557~~686

34,~~599~~509

(~~1,454~~488)

2833,~~737~~745

Total ATM operating revenues

~~181~~182,~~330~~959

6852,~~293~~835

19,~~151~~712

(~~1,454~~488)

~~267~~255,~~320~~018

ATM product sales and other revenues

109,~~395~~086

13,~~613~~243

70487

—

12,~~078~~816

Total revenues

~~191~~192,~~725~~045

6956,~~906~~078

1920,~~221~~199

(~~1,454~~488)

~~279~~267,~~398~~834

Three Months Ended September 30, 2019

Three Months Ended March 31, 2020

(In thousands)

North America

Europe & Africa

Australia & New Zealand

Eliminations

Consolidated

Surcharge revenues

9081,~~148~~977

4832,~~652~~596

1915,~~603~~945

—

~~158~~130,~~403~~518

Interchange revenues

3531,~~289~~610

5144,~~631~~825

~~1,056~~—

—

8776,~~976~~435

Bank-branding and surcharge-free network revenues

5254,~~112~~538

~~238~~347

—

5254,~~350~~885

Managed services and processing revenues

3125,~~046~~116

2,~~280~~190

34,~~730~~307

(21,~~401~~652)

3429,~~655~~961

Total ATM operating revenues

~~208~~193,~~595~~241

~~102~~79,~~801~~958

2420,~~389~~252

(21,~~401~~652)

~~333~~291,~~384~~799

ATM product sales and other revenues

1612,~~113~~756

1,~~907~~942

~~103~~105

—

1814,~~123~~803

Total revenues

~~224~~205,~~708~~997

~~104~~81,~~708~~900

2420,~~492~~357

(21,~~401~~652)

~~351~~306,~~507~~602

1312

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	Nine Months Ended September 30, 2020
	(In thousands)
	North America		Europe & Africa		Australia & New Zealand		Eliminations		Consolidated
Surcharge revenues	$	212,359	$	77,256	$	39,008	$	—	$	328,623
Interchange revenues	90,298		112,514		2,299		—		205,111
Bank-branding and surcharge-free network revenues	162,514		1,102		—		—		163,616
Managed services and processing revenues	74,457		4,467		10,244		(4,520)		84,648
Total ATM operating revenues	539,628		195,339		51,551		(4,520)		781,998
ATM product sales and other revenues	32,133		4,859		202		—		37,194
Total revenues	$	571,761	$	200,198	$	51,753	$	(4,520)	$	819,192

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.

	Nine Months Ended September 30, 2019
	(In thousands)
	North America		Europe & Africa		Australia & New Zealand		Eliminations		Consolidated
Surcharge revenues	$	263,492	$	124,124	$	60,047	$	—	$	447,663
Interchange revenues	103,954		161,362		3,557		—		268,873
Bank-branding and surcharge-free network revenues	146,523		721		—		—		147,244
Managed services and processing revenues	85,208		6,773		11,302		(7,996)		95,287
Total ATM operating revenues	599,177		292,980		74,906		(7,996)		959,067
ATM product sales and other revenues	44,994		6,123		414		—		51,531
Total revenues	$	644,171	$	299,103	$	75,320	$	(7,996)	$	1,010,598

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.

~~Revenue~~The isCompany ~~recognized~~presents ~~when~~revenues ~~obligations~~from ~~under~~automated ~~the~~consumer ~~terms~~financial ofservices, abank-branding ~~contract~~and ~~with~~surcharge-free anetwork ~~customer~~offerings, ~~are~~managed ~~satisfied.~~services ~~Revenue~~and isother ~~recorded~~services in the ATM operating revenues ~~and~~line ~~ATM~~in ~~product~~the ~~sales~~Consolidated ~~and~~Statements ~~other~~of Operations. ATM operating revenues ~~line~~are ~~items~~recognized in(i) as the ~~Consolidated~~associated ~~Statements~~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 ~~Operations~~the underlying agreement on a straight-line basis.

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 as the associated transactions are processed or monthly 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. ATM product sales and other revenues are recognized when the related performance obligations are fulfilled upon transfer of control of goods or services to the customer.

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 ~~and the Company has completed all required installation and set-up procedures~~. 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.

14Due 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.

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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 2019 Form 10-K for further information on the components of the Company's revenues.

Contract Balances

As of ~~September~~March 3031, ~~2020~~2021, the Company has recognized no significant contract assets. Contract liabilities totaled $8.7.6 million and $98.01 million at ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~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 ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~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.

Contract Acquisition Costs

The Company expects that the incremental commissions paid to sales personnel, together with other associated costs, are recoverable, and therefore, the Company capitalizes these amounts as deferred contract acquisition costs. Deferred contract acquisition costs totaled $6.5 million and $7.5 million at September 30, 2020 and December 31, 2019, respectively. Sales commissions capitalized are generally amortized over a 4-5 year period corresponding with the related agreements. Similarly, the costs incurred to fulfill a contract, primarily consisting of prepaid merchant commissions and other consideration paid or provided to merchant partners, are capitalized and recognized over the duration of the related contract. The Company does not capitalize the costs of obtaining a contract if the associated contract is one year or less.

(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 EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2020		2019		2020		2019
	2021		2020
	(In thousands)
Cost of ATM operating revenues	$	~~391~~258	$	~~367~~545	$	~~1,161~~	$	~~994~~
Selling, general, and administrative expenses	54,~~530~~000		54,~~266~~648		~~14,982~~		~~14,373~~
Total share-based compensation expense	$	54,~~921~~258	$	5,~~633~~193	$	~~16,143~~	$	~~15,367~~

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.

15 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. ~~Time-RSUs~~The ~~are~~number ~~convertible~~of ~~into~~ the Company’s ~~common~~outstanding ~~shares~~stock ~~upon~~options ~~passage~~as of ~~the annual graded vesting periods~~March 31, ~~which~~2021 ~~begin 1-2 years after the grant date~~ and ~~extend~~December ~~3-4~~31, ~~years.~~2020, ~~Performance-RSUs~~ and ~~Market-Based-RSUs~~changes ~~will~~during ~~be earned to~~ the ~~extent~~three ~~the~~months ~~Company~~ended 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 metMarch 31, ~~the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date~~2021, ifare ~~earlier).~~presented ~~RSUs may also be granted outside of LTIPs, with or without performance-based vesting requirements.~~below:

The number of the Company’s earned non-vested RSUs as of September 30, 2020, and changes during the nine months ended September 30, 2020, are presented below:


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

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

	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2019	742,352	$	29.44
Granted	919,605	23.58
Vested	(428,767)	29.55
Forfeited	(58,948)	28.08
Non-vested RSUs as of September 30, 2020	1,174,242	$	24.88

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.

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 Market-Based-RSUs granted in 2018, net of forfeitures, was 134,989 units with a weighted average grant date fair value of $24.13. The number of unearned Performance-RSUs granted at target in 2019, net of forfeitures, was 110,023 units with a weighted average grant date fair value of $33.70 per unit. The number of unearned Performance-RSUs granted at target in 2020, net of forfeitures, was 206,587 units with a weighted average grant date fair value of $21.76 per unit. The number of unearned Market-Based-RSUs granted in 2019, net of forfeitures, was 109,946 units with a weighted average grant date fair value of $49.12 per unit. The number of unearned Market-Based-RSUs granted in 2020, net of forfeitures, was 190,020 units with a weighted average grant date fair value of $30.54. Time-RSUs are included in the listing of earned and outstanding RSUs when granted.

As of September 30, 2020, the unrecognized compensation expense associated with earned RSUs was $11.1 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 approximately 1.93 years.

Options. The number of the Company’s outstanding stock options as of September 30, 2020, and changes during the nine months ended September 30, 2020, are presented below:

	Number of Shares	Weighted Average Exercise Price
Options outstanding as of December 31, 2019	380,180	$	26.01
Granted	233,888	20.92
Exercised	(13,020)	22.31
Forfeited	(9,626)	31.99
Options outstanding as of September 30, 2020	591,422	$	23.98
Options vested and exercisable as of September 30, 2020	196,185	$	24.61

As of September 30, 2020, the unrecognized compensation expense associated with outstanding options was approximately $2.7 million, which will be recognized over the remaining weighted average vesting period of approximately 1.86 years. The weighted average contractual term associated with outstanding options was 8.42 years as of September 30, 2020.

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(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 ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 include outstanding stock options, RSUs, and the potentially dilutive effect of outstanding warrants. ~~and~~Potentially dilutive securities for the ~~underlying~~three ~~shares~~months ~~exercisable~~ended ~~under~~March 31, 2020 include outstanding stock options, RSUs, and the ~~Company’s~~potentially dilutive effect of outstanding warrants and shares underlying the 1.00% Convertible Senior Notes ~~due~~and ~~2020~~the associated note hedges. The potentially dilutive effect of outstanding warrants, ~~and~~ 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. ~~The effect of the note hedge as described~~ in ~~Note~~both 9.periods ~~Current and Long-Term Debt, was also excluded as the effect is anti-dilutive~~presented.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2020		2019		2020		2019
	2021		2020
	(in thousands, excluding share and per share amounts)
Net income available to common shareholders	$	5,~~732~~876	$	205,~~864~~755	$	~~9,565~~	$	~~35,654~~
Weighted average common basic shares outstanding (for basic calculation)	44,~~506~~959,~~874~~960		4544,~~058~~729,~~226~~824		~~44,557,103~~		~~46,040,027~~
Dilutive effect of outstanding common stock options and RSUs	~~702~~649,~~822~~804		~~445~~1,~~939~~011,437		~~825,584~~		~~435,326~~
Weighted average common dilutive shares outstanding (for diluted calculation)	45,~~209~~609,~~696~~764		45,~~504~~741,~~165~~261		~~45,382,687~~		~~46,475,353~~
Net income per common share - basic	$	0.13	$	0.4613	$	~~0.21~~	$	~~0.77~~
Net income per common share - diluted	$	0.13	$	0.4613	$	~~0.21~~	$	~~0.77~~

The computations of diluted earnings per share for the three ~~and nine~~ months ended ~~September~~March 3031, 2021 and 2020 exclude approximately ~~900~~18,000 and ~~390~~200,000 potentially dilutive common shares, respectively, due to the effect of including these shares in the computation would have been antidilutive. In addition, the computations of diluted earnings per share for the three and nine months ended September 30, 2020 exclude approximately 175,000 and 40,000 weighted average dilutive shares, respectively, that are contingently issuable, consisting of market-based and performance based awards for which all necessary conditions had not been satisfied.

1715

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(6) Shareholders' Equity

~~Share~~ ~~Repurchases.~~Accumulated OnOther ~~March~~Comprehensive 26Loss, ~~2019,~~net. ~~the~~Accumulated ~~Company announced~~other ~~that~~comprehensive ~~its~~loss, ~~Board~~net, ofis ~~Directors ("Board") had authorized~~ a ~~share repurchase program,~~separate ~~enabling~~component ~~the repurchase~~ of upShareholders’ ~~to $50~~equity ~~million of~~in ~~its~~the ~~Class~~Consolidated ABalance ~~ordinary shares through August 31, 2020~~Sheets. The ~~Company~~following ~~exhausted~~tables ~~this~~present ~~authorization in September 2019. Subsequently, on November 21, 2019,~~ the ~~Company~~changes ~~announced~~in ~~that its Board had authorized~~ the ~~repurchase~~balances of aneach ~~additional~~component ~~$50 million~~ of ~~its~~Accumulated ~~Class~~other Acomprehensive ~~ordinary~~loss, ~~shares through December 31~~net, ~~2020.~~for ~~Share repurchases under~~ the ~~authorized~~three ~~plans~~months ~~could~~ended ~~be effected on behalf of the Company through open market transactions~~March 31, ~~privately negotiated transactions, or otherwise, pursuant to SEC trading rules.~~2021:

During the three months ended March 31, 2020, the Company repurchased and canceled 505,699 of its outstanding Class A ordinary shares for an aggregate purchase price of $16.9 million, inclusive of stamp taxes of $0.1 million. On April 1, 2020, the Company announced the suspension of its buyback program as part of its Pandemic related business update. The buyback program remains suspended as of September 30, 2020.



	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	—			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)

~~Additional~~(1)Net ~~Paid-In~~of ~~Capital.~~deferred ~~Included~~income intax ~~the~~benefit ~~balance~~ of ~~Additional~~$2,845 ~~paid-in capital are the net amounts paid to settle the convertible note hedges~~ and ~~the~~$3,083 ~~associated~~as ~~warrants that the Company entered into in conjunction with the issuance~~ of ~~its Convertible Notes in 2013. These instruments were partially settled upon the partial repurchase of the Convertible Notes in June 2020~~March 31, in2021 ~~proportionate~~and ~~amounts.~~December ~~During the nine months ended September 30~~31, 2020, ~~the Company received $0~~respectively.4 million upon settlement of convertible note hedges that were canceled and paid $1.4 million to settle the warrants that were canceled. These figures are reported together with the associated fees in the Company's Consolidated Statements of Shareholders' Equity. See Note 9. Current and Long-Term Debt for additional information on the Convertible Notes and the related equity instruments.

(2)Net ~~Accumulated~~of ~~Other~~deferred ~~Comprehensive~~income ~~Loss,~~tax ~~net.~~expense ~~Accumulated~~of ~~other~~$8,433 ~~comprehensive~~and ~~loss~~$3,823 ~~net,~~as ~~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~~March 31, ~~net,~~2021 ~~for the three~~ and ~~nine~~December ~~months ended September 30~~31, 2020:, respectively.

	Foreign Currency Translation Adjustments			Unrealized Losses on Interest Rate Derivative Contracts			Total
	(In thousands)
Total accumulated other comprehensive loss, net as of June 30, 2020	$	(77,001)	(1)	$	(61,826)	(2)	$	(138,827)
Other comprehensive income (loss) before reclassification	11,068		(3)	(5,072)		(4)	5,996
Amounts reclassified from accumulated other comprehensive loss, net	—			8,620		(4)	8,620
Net current period other comprehensive income	11,068			3,548			14,616
Total accumulated other comprehensive loss, net as of September 30, 2020	$	(65,933)	(1)	$	(58,278)	(2)	$	(124,211)

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

(14)Net of deferred income tax ~~benefit~~expense of $41,~~654~~886 and $52,~~597~~724 asfor ofOther ~~September 30,~~comprehensive ~~2020~~income (loss) before reclassification and ~~June~~Amounts 30reclassified from accumulated other comprehensive loss, ~~2020~~net, respectively, for the three months ended March 31, 2021. For additional information, see Note 11. Derivative Financial Instruments.

~~(2)Net~~ The ofCompany ~~deferred~~records ~~income~~unrealized ~~tax~~gains ~~expense~~and losses related to its interest rate derivative contracts, net of $1taxes,~~981~~ ~~and~~in $1the Accumulated other comprehensive loss,~~246~~ asnet ofline ~~September 30~~within the Consolidated Balance Sheets. The amounts reclassified from Accumulated other comprehensive loss, ~~2020~~net ~~and~~are ~~June~~recognized 30in the Cost of ATM operating revenues, ~~2020~~Interest expense, ~~respectively~~net, or Other expenses, net lines in the Consolidated Statements of Operations.

~~(3)Net~~The ofCompany has elected the portfolio approach for the deferred ~~income~~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 $~~943~~14.7 million.

(4)Net of deferred income tax expense of $272 and $463 for Other comprehensive income (loss) before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the three months ended September 30, 2020. For additional information, see Note 13. Derivative Financial Instruments.

	Foreign Currency Translation Adjustments			Unrealized Losses on Interest Rate Derivative Contracts			Total
	(In thousands)
Total accumulated other comprehensive loss, net as of December 31, 2019	$	(59,143)	(1)	$	(18,744)	(2)	$	(77,887)
Other comprehensive loss before reclassification	(6,790)		(3)	(58,139)		(4)	(64,929)
Amounts reclassified from accumulated other comprehensive loss, net	—			18,605		(4)	18,605
Net current period other comprehensive loss	(6,790)			(39,534)			(46,324)
Total accumulated other comprehensive loss, net as of September 30, 2020	$	(65,933)	(1)	$	(58,278)	(2)	$	(124,211)

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(1)Net of deferred income tax benefit of $4,654 and $5,474 as of September 30, 2020 and December 31, 2019, respectively.

(2)Net of deferred income tax expense of $1,981 and $14,273 as of September 30, 2020 and December 31, 2019, respectively.

(3)Net of deferred income tax expense of $820.

(4)Net of deferred income tax benefit of $9,312 and $2,980 for Other comprehensive income before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the nine months ended September 30, 2020. For additional information, see Note 13. 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 income 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 September 30, 2020, the disproportionate tax effect is $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. ~~During~~The ~~the three months ended March 31, 2020, in response to the global economic impact of the COVID-19 pandemic, the~~ Company ~~performed~~did ~~a qualitative assessment and determined that it was~~ not ~~more~~identify ~~likely~~any ~~than~~impairment ~~not~~indicators ~~that~~associated ~~the~~with ~~carrying value of~~ its ~~U.S., United Kingdom ("U.K."), Australia & New Zealand, South Africa, Germany and Mexico~~ reporting units ~~exceeded~~during ~~their fair value. As such,~~ the ~~Company~~three ~~determined~~months ~~that~~ended a quantitative assessment was not necessary for these reporting units. For the Canada reporting unit, which was partially impaired as of December 31, 2019, the Company bypassed the optional qualitative assessment and performed a quantitative assessment as of March 31, ~~2020~~2021. For this quantitative assessment, the Company prepared a revised cash flow forecast that incorporated the estimated Pandemic impact, assumptions on operating efficiencies and resulting cash flows over time at a discount rate of 9.7%. Based on this quantitative test, the fair value of the Canada reporting unit marginally exceeded its carrying value and no additional goodwill impairment was recognized.

The ~~Company~~following ~~did~~table ~~not~~presents ~~identify~~the ~~any~~net ~~impairment~~carrying ~~indicators~~amounts ~~associated~~of ~~with~~the ~~its~~Company’s ~~reporting~~goodwill ~~units~~as ~~during~~of ~~the~~March 31, ~~three~~2021 ~~months~~and ~~ended September 30~~December 31, 2020., ~~The~~as ~~Canada~~well ~~reporting~~as ~~unit's~~the ~~goodwill~~changes ~~was~~in ~~approximately~~the ~~$101 million~~net atcarrying ~~September~~amounts 30for the three months ended March 31, ~~2020~~2021, by segment. ToAs ~~the~~of ~~extent~~March ~~that~~31, 2021, the Company isheld ~~unable~~an toimmaterial ~~meet~~amount ~~its~~of ~~forecasts~~indefinite-lived inintangible ~~the~~assets. ~~future~~For oradditional ~~there~~information ~~are~~related ~~changes~~to in the ~~discount~~Company’s ~~rate~~segments, ~~further~~see ~~impairment~~Note ~~charges~~15. ~~are~~Segment ~~possible~~Information.

The following table presents the net carrying amounts of the Company’s goodwill as of September 30, 2020 and December 31, 2019, as well as the changes in the net carrying amounts for the nine months ended September 30, 2020, by segment. As of September 30, 2020, the Company held no significant indefinite-lived assets. For additional information related to the Company’s segments, see Note 17. Segment Information.16

	North America		Europe & Africa		Australia & NewZealand		Total
	(In thousands)
Goodwill, gross as of December 31, 2019	$	561,513	$	236,992	$	151,431	$	949,936
Accumulated impairment loss	(7,303)		(50,003)		(140,038)		(197,344)
Goodwill, net as of December 31, 2019	$	554,210	$	186,989	$	11,393	$	752,592
Foreign currency translation adjustments	(2,778)		(10,842)		207		(13,413)
Goodwill, gross as of September 30, 2020	558,735		226,150		151,638		936,523
Accumulated impairment loss	(7,303)		(50,003)		(140,038)		(197,344)
Goodwill, net as of September 30, 2020	$	551,432	$	176,147	$	11,600	$	739,179

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Intangible Assets with Definite Lives


	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

The following table presents the Company’s intangible assets that were subject to amortization:

	September 30, 2020						December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(In thousands)
Merchant and bank-branding contracts/relationships	$	488,725	$	(410,685)	$	78,040	$	489,363	$	(388,598)	$	100,765
Trade names	16,315		(13,190)		3,125		18,391		(12,792)		5,599
Technology	11,895		(8,615)		3,280		12,389		(7,952)		4,437
Non-compete agreements	4,335		(4,335)		—		4,408		(4,408)		—
Revolving credit facility deferred financing costs	5,820		(2,229)		3,591		5,256		(2,132)		3,124
Total intangible assets with definite lives	$	527,090	$	(439,054)	$	88,036	$	529,807	$	(415,882)	$	113,925

During the nine months ended September 30, 2020, the Company expensed approximately $0.8 million of deferred financing costs associated with its revolving credit facility upon entering into a third amendment to the revolving credit facility agreement, which reduced the borrowing capacity of the facility. This expense was recognized in the Amortization of deferred financing costs and note discount line of the Consolidated Statements of Operations. See Note 9. Current and Long-Term Debt.

(8) Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

	September 30, 2020			December 31, 2019
	March 31, 2021			December 31, 2020
	(In thousands)
Accrued merchant settlement	$	~~168~~220,~~017~~484	$	$	~~154~~213,~~181~~067
Accrued merchant fees	2628,~~565~~503			3324,~~037~~869
Accrued taxes	21,684			36,067
Accrued processing costs	15,103			11,676
Accrued purchases	14,585			7,138
Accrued taxes	15,744			22,217
Accrued processing costs	11,831			12,159
Accrued cash-in-transit	11,031			8,549
Accrued compensation	10,926			23,676
Accrued interest	9,172			5,537
Accrued armored	10,713			8,307
Accrued compensation	9,156			17,849
Accrued maintenance	9,061			6,463
Accrued cash management fees	8,647			7,742
Accrued interest	7,497			3,775
Accrued maintenance	8,552			6,513
Accrued cash management fees	5,595			9,291
Accrued purchases	6,446			8,084
Accrued telecommunications costs	1,~~477~~377			12,~~664~~011
Other accrued expenses	38,~~265~~800			3938,~~004~~171
Total accrued liabilities	$	~~326~~373,~~216~~015		$	~~334~~366,~~762~~285

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(9) Current and Long-Term Debt

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

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
	(In thousands)
Revolving credit facility due September 2024, including swingline credit facility	$	—	$	~~167,227~~—
Term loan facility due June 2027, net of unamortized discount and capitalized debt issuance costs	~~481~~480,~~827~~339		—480,985
5.50% Senior notes due May 2025, net of unamortized capitalized debt issuance costs	297,~~030~~354		~~296~~297,~~545~~192
1.00% Convertible senior notes due December 2020, net of unamortized discount and capitalized debt issuance costs	114,694		275,703
Total Debt	777,693		778,177
Total Debt	893,551		739,475
Less: Current portion	(5,000)		(5,000)
Less: Current portion	(119,694)		—
Total Long-Term Debt	$	772,693	$	773,177
Total Long-Term Debt	$	773,857	$	739,475

The Term Loan Facility (or "Term Loan") due June 2027 with a face value of $498.7 million is presented net of unamortized discount and capitalized debt issuance costs of $16.9 million as of September 30, 2020. 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 Sheet as of September 30, 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 $3.0 million and $3.5 million as of September 30, 2020 and December 31, 2019, respectively. The 1.00% Convertible senior notes due December 2020 (the "Convertible Notes") with a face value of $115.6 million and $287.5 million as of September 30, 2020 and December 31, 2019, respectively, are presented net of unamortized discounts and capitalized debt issuance costs of $0.9 million and $11.8 million as of September 30, 2020 and December 31, 2019, respectively. The Convertible Notes are presented in the Current portion of long-term debt line of the Company's Consolidated Balance Sheet as of September 30, 2020. 17

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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

OnThe ~~May 29, 2020, the~~ Company ~~entered~~is ~~into~~party ~~a second amendment~~ to ~~its~~a ~~second~~$600 million ~~amended~~revolving ~~and restated~~ credit agreement ~~(the~~with ~~"Second~~a ~~Amendment").~~maturity ~~Given~~date ~~the unprecedented conditions across all~~ of ~~the~~September ~~markets in which the Company operates~~19, ~~due~~2024 to (the ~~impact~~"Amended ofCredit the Pandemic and as a precautionary measure, the Company sought this amendment to provide financial covenant relief should transactions and corresponding revenues not recover or further weaken from more recent resultsAgreement"). ~~With~~The ~~this amendment, the~~ covenant levels for the Total Net Leverage Ratio (as defined in the ~~Second~~second ~~Amendment)~~amendment ~~were~~entered ~~revised~~into toon 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) ~~as modified by~~ the ~~third amendment, the~~ Total Net Leverage ratio does not exceed 4.50 to 1.0 (the "Restricted Period"). ~~Under~~Interest ~~the Second Amendment, in consideration for the financial covenant relief, the 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 ~~new~~ applicable margins above base rates and commitment fee rates when the Total Net Leverage Ratio exceeds 4.00 to 1.0 and ~~amended~~ base rate floors during the Restricted Period. The ~~Second Amendment provides that the~~ Company is subject to some additional limitations under certain covenant baskets ~~while~~during ~~financial~~the ~~covenant~~Restricted ~~relief remains in effect~~Period.

OnFinancial ~~June~~covenants ~~29,~~under ~~2020,~~the Amended Credit Agreement are determined as of the ~~Company~~last ~~entered~~day ~~into~~of aeach ~~third~~fiscal ~~amendment~~quarter. toThe ~~its~~Company ~~second~~is ~~amended~~required ~~and~~to ~~restated~~maintain ~~credit~~an ~~agreement~~Interest ~~(as~~Coverage ~~amended~~Ratio, as defined in the "Amended Credit Agreement"), inof ~~conjunction~~no ~~with~~less ~~the~~than ~~Term~~3.00 ~~Loan~~to ~~issuance~~1.00. ~~The~~During ~~third~~the ~~amendment~~Restricted ~~decreased~~Period, the ~~Company's~~Amended ~~available~~Credit ~~borrowing~~Agreement ~~capacity~~provides ~~under~~for adjustments to the ~~revolving~~Total ~~credit~~Net ~~agreement~~Leverage ~~from~~Ratio ~~$750 million~~covenant toas ~~$600 million~~follows: ~~and~~(i) ~~modified~~for ~~various~~the ~~terms~~fiscal quarter ending March 31, ~~conditions~~2021, ~~and~~the ~~covenants~~Total Net Leverage Ratio shall not exceed 5.50 Asto ~~modified~~1.0; by(ii) for the ~~Second~~fiscal ~~Amendment~~quarter ending June 30, ~~most~~2021, ~~changes~~the ~~during~~Total Net Leverage Ratio shall not exceed 5.25 to 1.0; and (iii) for the ~~period~~fiscal ofquarter ~~financial~~ending ~~covenant~~September ~~relief~~30, ~~remain~~2021, inthe ~~place~~Total Net Leverage Ratio shall not exceed 5.00 ~~The~~to ~~Amended~~1.0. ~~Credit~~For ~~Agreement~~each ~~matures~~fiscal quarter ending on ~~September~~or 19after the end of the Restricted Period, ~~2024~~the Company shall not permit the Total Net Leverage ratio to exceed 4.50 to 1.0.

~~Due~~The toAmended ~~the~~Credit ~~reduction~~Agreement inrequires ~~capacity~~certain ~~under~~mandatory ~~the~~prepayments ~~Amended~~if ~~Credit~~(i) ~~Agreement,~~other ~~the~~than ~~Company~~as ~~expensed~~a ~~approximately~~result ~~$1.2 million~~ of ~~the~~fluctuations ~~deferred~~in ~~financing~~currency ~~costs~~exchange ~~and~~rates, ~~amendment~~revolving ~~fees,~~credit ~~presented~~exposures ~~within~~exceed ~~Amortization~~the oftotal ~~deferred~~commitments ~~financing~~or, ~~costs~~solely ~~and~~as ~~note~~a ~~discount~~result ~~line~~of fluctuations in currency exchange rates, the ~~Consolidated~~revolving ~~Statement~~credit ofexposures ~~Operations.~~exceed ~~The~~105% ~~deferred~~of ~~financing~~the ~~costs~~total ~~associated~~commitments ~~with~~and (ii) during the ~~Amended~~Restricted ~~Credit~~Period, ~~Agreement~~Unencumbered ~~are~~Balance ~~classified~~Sheet ~~within~~Cash ~~Intangible~~(as ~~assets,~~defined ~~net~~in ~~and~~the ~~presented~~Amended ~~within~~Credit ~~Note~~Agreement) 7.exceeds ~~Intangible~~$100 million ~~Assets~~for five consecutive business days.

21The 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 no 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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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.

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 September 30, 2020, the Total Net Leverage Ratio shall not exceed 4.25 to 1.0; (ii) for the fiscal quarter ending December 31, 2020, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; (iii) for the fiscal quarter ending March 31, 2021, the Total Net Leverage Ratio shall not exceed 5.50 to 1.0; (iv) for the fiscal quarter ending June 30, 2021, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; and (v) 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.

Additionally, 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 less than 3.75 to 1.00 at the time such restricted payment is made. As of September 30, 2020, the Company was in compliance with all applicable covenants and ratios under the Amended Credit Agreement.

As of September 30, 2020, the Company had no outstanding borrowings under its $600 million revolving credit facility. The Company had $8.7 million outstanding in letters of credit as of September 30, 2020.

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. ~~Upon~~and ~~closing,~~used ~~the~~a ~~Company~~portion ~~used~~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 ~~from June 29, 2020,~~ 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. ~~Certain~~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 ~~Credit~~ Agreement) on an annual basis, ~~are required~~ commencing ~~following~~with the ~~end of 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.

~~The~~Each ~~guarantors~~of the Guarantors of the Term Loan (as defined in the Term Loan ~~Credit~~ 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~~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 ~~covenants~~of ~~relating~~its subsidiaries to, among other things, ~~the~~sell ~~sale~~ or transfer of assets, ~~fundamental~~merge ~~changes~~into or consolidate with any third-party or liquidate or dissolve, ~~incurrence~~incur 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, ~~and~~amend ~~payment~~their ~~capacity.~~organizational ~~The~~documents, ~~Term~~amend ~~Loan~~certain ~~does~~terms ~~not~~of ~~have~~existing ~~any~~indebtedness, ~~financial~~and ~~covenants~~change their fiscal year-end.

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$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) ~~1.00%~~Other ~~Convertible Senior Notes Due 2020 and Related Equity Instruments~~Liabilities

On November 19, 2013, Cardtronics, Inc. issued the Convertible Notes at par value of $287.5 million. After bifurcating the embedded conversion option and classifying it within equity, the Company recorded the notes at a discount, determining that the fair value of the debt component to be $215.8 million. Taking into account the discount resulting from the bifurcation, the effective interest rate recognized on the Convertible Notes is approximately 5.26%. Interest on the Convertible Notes accrues at the rate of 1.00% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year.

In June 2020, the Company repurchased and cancelled an aggregate principal amount of Convertible Notes equal to $171.9 million. The Company recognized a loss on extinguishment of $3.0 million in conjunction with the repurchase and cancellation of these notes.

The Convertible Notes that remain outstanding have a conversion price of $52.35 per share, which equals a conversion rate of 19.1022 shares per $1,000 principal amount of the Convertible Notes. The principal amount outstanding at September 30, 2020, of $115.6 million, is convertible into approximately 2.2 million shares. The conversion rate, however, is subject to adjustment under certain circumstances. The remaining Convertible Notes became convertible on September 1, 2020.

Upon conversion, holders of the Convertible Notes are entitled to receive a combination of cash and shares, subject to the trading price per share and calculations outlined in the indenture under which the Convertible Notes have been issued. In the event of a change in control, as defined in the indenture under which the Convertible Notes have been issued, holders can require Cardtronics to purchase all or a portion of their Convertible Notes for 100% of the notes’ par value plus any accrued and unpaid interest.

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The Company’s interest expense related to the Convertible Notes consisted of the following:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2020		2019		2020		2019
	(In thousands)
Cash interest per contractual coupon rate	$	288	$	719	$	1,693	$	2,157
Amortization of note discount	1,214		2,854		7,112		8,450
Amortization of debt issuance costs	97		216		558		633
Total interest expense related to Convertible Notes	$	1,599	$	3,789	$	9,363	$	11,240

The Company’s carrying value of the Convertible Notes consisted of the following:

	September 30, 2020		December 31, 2019
	(In thousands)
Principal balance	$	115,568	$	287,500
Unamortized discount and capitalized debt issuance costs	(874)		(11,797)
Net carrying amount of Convertible Notes	$	114,694	$	275,703

Concurrent with the issuance of the Convertible Notes, 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. Consistent with the potential conversion of the original $287.5 million principal amount, Cardtronics, Inc. entered into convertible note hedge purchasing call options granting Cardtronics Inc. the right to acquire up to approximately 5.5 million common shares with an initial strike price of $52.35. Cardtronics Inc. also sold warrants related to approximately 5.5 million common shares with a strike price of $73.29. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders' equity section in the Consolidated Balance Sheets.

On June 30, 2020, the Company entered into agreements with the counterparties of the convertible note hedges and warrants to terminate a proportionate amount of the instruments, corresponding to the portion of the Convertible Notes cancelled in June 2020, (“Partial Unwind”), for net consideration to the counterparties of $1.0 million. Following the Partial Unwind, the Company retained the right to acquire up to approximately 2.2 million common shares with a strike price of $52.35.

The call options under the note hedge automatically become exercisable upon conversion of the Convertible Notes and terminate on the second scheduled trading day immediately preceding December 1, 2020. The remaining 2.2 million warrants outstanding have a strike price of $73.29 and expire incrementally on a series of expiration dates from June 2021 through August 30, 2021.

If the share price of the Company's stock remains between the strike prices of the call options and warrants, Cardtronics plc’s shareholders will not experience any dilution in connection with the conversion of the Convertible Notes; 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.

(10) Asset Retirement Obligations

Asset retirement obligations (“ARO”) consist of costs to deinstall the Company’s ATMs and restore the ATM sites to their original condition. These costs to deinstall ATMs are estimated based on current market rates. In most cases, the Company is contractually required to perform the deinstallation of company-owned ATMs and, in some cases, site restoration work. For each group of similar ATM placements, the Company estimates the fair value of the future ARO based on the discounted estimated future cash flows and recognizes the amount as a liability in the Consolidated Balance Sheets. The Company capitalizes the initial estimated fair value of the future ARO as part of the cost basis of the related assets and depreciates the ARO assets on a straight-line basis over their estimated useful lives, which are based on the average time period that an ATM is

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installed in a location before being deinstalled. The ARO liabilities, which are recognized at discounted amounts, are accreted to their estimated future value over the same period of time.

The changes in the Company’s ARO liability consisted of the following (in thousands):

Asset retirement obligations at December 31, 2019	$	61,194
Additional obligations	2,825
Accretion expense	1,204
Payments	(4,196)
Foreign currency translation adjustments	(755)
Asset retirement obligations at September 30, 2020	60,272
Less: current portion of asset retirement obligations (see Note 12. Other Liabilities)	(5,665)
Asset retirement obligations, excluding current portion, at September 30, 2020	$	54,607

For additional information related to the Company’s ARO with respect to its fair value measurements, see Note 14. Fair Value Measurements.

(11) Leases

The Company leases facilities consisting of office and warehouse space as well as vehicles and office equipment. The Company's facility leases have various remaining terms extending over 10 years, some of which may include one or more options to extend the associated lease term by up to 5-10 years, and some may include options for the Company or the lessor to terminate the leases prior to the end of the lease term. The exercise of lease renewal options is at the Company's discretion. From time to time, the Company may sublease office or warehouse space. This sublease activity is currently not significant. The Company's vehicle and office equipment leases currently have remaining lease terms extending up to 3 years and these leases typically have original terms of approximately 4-6 years. The Company has not historically extended its vehicle and office equipment leases beyond their original term. Similarly, the Company has not historically subleased these assets.

In addition, certain ATM placement agreements are deemed to contain an operating lease of merchant space under Accounting Standards Codification ("ASC") 842, Leases. These ATM placement agreements have remaining terms extending from less than 1 year to more than 5 years. These arrangements consist of semi-permanent or through-the-wall placements of company-owned ATMs at merchant or financial institution locations. These arrangements are deemed to contain a lease as the counterparty lacks the practical ability to substitute alternative space. The renewal provisions under ATM placement agreements vary.

The Company's through-the-wall ATM placement agreements that require fixed payments are deemed to contain an operating lease. These placement agreements may also require variable merchant commissions based on the type and volume of transactions conducted at the ATMs at their respective location. To the extent the merchant commissions are variable, the commission payments to the merchants are not deemed part of the lease payment that gives rise to the operating lease asset and operating lease liability recognized on the Company's Consolidated Balance Sheets. In addition, the merchant commissions may also change, in accordance with the terms of these agreements, in response to changes in interchange fees or interest rates. Certain Company facility leases require variable payments based on an index or external market rates. The Company's vehicle and office equipment leases do not generally include variable payments.

The Company recognizes the accounting impact of lease extension options when reasonably certain that a right to extend a lease will be exercised. The Company does not provide residual value guarantees within or in conjunction with any of its leases. As of September 30, 2020, all material leases of facilities, vehicles, office equipment, and merchant space had commenced.

The Company is not currently party to any significant finance leases. As a result, the net assets recorded under finance leases and the associated liabilities are not material.

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Balance sheet information related to operating leases is as follows:

	Classification	September 30, 2020		December 31, 2019
Assets		(In thousands)
Operating lease assets	Operating lease assets	$	62,418	$	76,548
Total operating lease assets		$	62,418	$	76,548
Liabilities
Current
Operating lease liabilities	Current portion of other long-term liabilities	$	18,374	$	20,345
Noncurrent
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	58,782		69,531
Total operating lease liabilities		$	77,156	$	89,876

Operating lease costs during the three and nine months ended September 30, 2020 and 2019 were as follows:

			Three Months Ended		Nine Months Ended
	Classification		September 30, 2020		September 30, 2020
		(In thousands)
Operating lease costs	Cost of ATM operating revenues (1)		$	6,247	$	17,353
Operating lease costs	Selling, general, and administrative expenses (2)		1,228		3,775
Total operating lease cost			$	7,475	$	21,128

(1)Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed direct operating lease costs. The variable lease cost associated with these leases was not significant. In addition, includes the fixed and variable cost associated with ATM placement agreements that are deemed to contain a lease. The variable cost associated with these placements were approximately $0.6 million and $1.8 million in the three and nine months ended September 30, 2020, respectively.

(2)Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed general and administrative operating lease costs. The variable lease cost associated with these leases was not significant.

			Three Months Ended		Nine Months Ended
	Classification		September 30, 2019		September 30, 2019
		(In thousands)
Operating lease costs	Cost of ATM operating revenues (1)		$	7,197	$	21,473
Operating lease costs	Selling, general, and administrative expenses (2)		1,361		4,275
Total operating lease cost			$	8,558	$	25,748

(1)Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed direct operating lease costs. The variable lease cost associated with these leases was not significant. In addition, includes the fixed and variable cost associated with ATM placement agreements that are deemed to contain a lease. The variable cost associated with these placements were approximately $0.7 million and $2.9 million in the three and nine months ended September 30, 2019, respectively.

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The following table presents the weighted-average remaining term and weighted-average discount rate associated with the Company's operating leases.

Lease Term and Discount Rate

September 30, 2020

December 31, 2019

Weighted-average remaining lease term (years)

Operating leases

7.3

6.9

Weighted-average discount rate

Operating leases

3.70%

3.47%

Additional lease information is summarized below:

	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
	(In thousands)
Operating cash outflows resulting from payments of operating lease liabilities	$	14,344	$	15,237
New operating lease assets recognized during the period	7,520		12,929

The following table presents the undiscounted cash flows associated with the Company's recognized operating lease liabilities in the next five years and thereafter as of September 30, 2020.

Maturity of Recognized Operating Lease Liabilities	Operating Lease Payments(1)
	(In thousands)
Remainder of 2020	$	7,507
2021	19,825
2022	12,687
2023	9,911
2024	8,156
After 2024	32,599
Total lease payments	90,685
Less: Interest (2)	(13,529)
Present value of operating lease liabilities (3)	$	77,156

(1)Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements. The Company has identified no extensions that are reasonably certain of being exercised and there are no significant lease agreements that have been signed and not yet commenced.

(2)Calculated using the estimated incremental borrowing rate for each lease.

(3)Includes current operating lease liabilities of $18.4 million and noncurrent operating lease liabilities of $58.8 million.

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(12) Other Liabilities

The Company’s other liabilities consisted of the following:

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
	(In thousands)
Current portion of other long-term liabilities
Interest rate swap and cap contracts	$	2422,~~737~~211	$	1523,~~565~~916
Operating lease liabilities	1817,~~374~~607		2018,~~345~~683
Acquisition related contingent consideration	~~6,818~~—		49,~~963~~490
Asset retirement obligations (see Note 10. Asset Retirement Obligations)	5,665		5,701
Asset retirement obligations	6,502		6,517
Deferred revenue	54,~~061~~182		34,~~386~~295
Other	21,~~965~~242		31,~~184~~898
Total current portion of other long-term liabilities	$	6351,~~620~~744	$	5364,~~144~~799
Noncurrent portion of other long-term liabilities
Interest rate swap and cap contracts	$	3312,~~973~~935	$	926,~~723~~994
Deferred revenue	3,~~605~~447		53,~~589~~850
Acquisition related contingent consideration	—		11,888
Other	5,504		6,883
Other	8,686		10,670
Total noncurrent portion of other long-term liabilities	$	21,886	$	37,727
Total noncurrent portion of other long-term liabilities	$	46,264	$	37,870

As of ~~September 30, 2020 and~~ December 31, ~~2019~~2020, the Acquisition related contingent consideration ~~lines~~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.

(1311) 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 ~~variable~~ 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. ~~Intermittently,~~The ~~the~~ Company ~~has~~ also ~~used~~uses interest rate swap or cap contracts to mitigate its exposure to floating interest rates on its ~~variable~~ 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 ~~Statement~~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.

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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 ~~variable~~ floating-rate debt borrowings. Therefore, the amount of ineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes 1(i) that the obligations that have been hedged are no longer probable or 2(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 1412. 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 ~~income~~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 ~~September~~March 3031, ~~2020~~2021 are as follows:

~~Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations~~21

North America – Interest Rate Swap Contracts

Notional AmountsU.S. $		Weighted Average Fixed Rate	Term
(In millions)
$	1,500	1.69%	October 1, 2020 – December 31, 2020
$	1,200	1.46%	January 1, 2021 – December 31, 2021
$	1,000	1.17%	January 1, 2022 – December 31, 2022
$	600	0.98%	January 1, 2023 – December 31, 2024

Notional Amounts CAD $

Weighted Average Fixed Rate

Term

(In millions)

125

2.46%

October 1, 2020 – December 31, 2021

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North America – Interest Rate Cap Contracts


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

Notional AmountsU.S. $

Cap Rate (1)

Term

(In millions)

200

3.25%

January 1, 2021 – December 31, 2023

(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.

(1) Maximum amount of interest to be paid each year as per terms of the cap. The cost of the cap will be amortized through vault cash rental expense over term of the cap.

Europe & Africa – Interest Rate Swap Contracts

Notional Amounts		Weighted Average
U.K. £		Fixed Rate	Term
(In millions)
£	550	0.94%	October 1, 2020 – December 31, 2020
£	500	0.94%	January 1, 2021 – December 31, 2022

Australia & New Zealand – Interest Rate Swap Contracts

Notional AmountsAUS $		Weighted AverageFixed Rate	Term
(In millions)
$	140	1.59%	October 1, 2020 – December 31, 2020
$	40	0.71%	January 1, 2021 – December 31, 2021

Interest Rate Derivatives Associated with Variable Rate Debt

North America – Interest Rate Cap Contracts

Notional AmountsU.S. $

Cap Rate (1)

Term

(In millions)

250

1.00%

October 1, 2020 – December 31, 2025

(1) 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 term of the cap.

On July 30, 2020, the Company executed $250.0 million aggregate notional amount interest rate cap contracts that began August 1, 2020 and 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 the Company’s Term Loan. See Note 9. Current and Long-Term Debt.

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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
		September 30, 2020		December 31, 2019
		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 ~~current~~noncurrent assets	$	—3,897	$	~~1,872~~—
Interest rate swap and cap contracts	~~Prepaid~~Current ~~expenses,~~portion ~~deferred~~of ~~costs, and~~ other ~~noncurrent~~long-term ~~assets~~liabilities	—(22,211)		8(23,~~766~~916)
Interest rate swap and cap contracts	~~Current~~Other ~~portion of other~~ long-term liabilities	(2412,~~737~~935)		(726,~~697~~994)
Interest rate swap and cap contracts	Other long-term liabilities	(33,973)		(9,723)
Total derivatives designated as hedging instruments, net		$	(31,249)	$	(50,910)
Total derivatives designated as hedging instruments, net		$	(58,710)	$	(6,782)
Total derivative instruments, net		$	(31,249)	$	(50,910)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Current portion of other long-term liabilities	—		(7,868)
Total derivative instruments, net		$	(58,710)	$	(14,650)

3122

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Statements of Operations Data

	Three Months Ended September 30
	Three Months EndedMarch 31,
Derivatives in Cash Flow Hedging Relationship	Amount of Gain (Loss) on Derivative Instruments Recognized inAccumulated Other Comprehensive Loss, ~~onDerivative Instruments~~net				Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Loss Reclassified ~~fromAccumulated~~from Accumulated Other Comprehensive ~~Lossinto~~Loss, netinto Income
	2020		2019			2020		2019
	2021		2020			2021		2020
	(In thousands)					(In thousands)
Interest rate swap and cap contracts	$	(56,~~072)~~530	$	(342,~~406~~294)	Cost of ATM operating revenues	$	(8,~~620~~809)	$	(~~668~~2,619)
Interest rate swap and cap contracts	—(368)		(~~119~~210)		Interest expense, net	—(93)		(5943)
Total	$	(56,~~072)~~162	$	(342,~~525~~504)		$	(8,~~620~~902)	$	(~~727~~2,662)

	Nine Months Ended September 30
Derivatives in Cash Flow Hedging Relationship	Amount of Loss Recognized inAccumulated Other Comprehensive Loss onDerivative Instruments				Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income	Amount of Loss Reclassified fromAccumulated Other Comprehensive Lossinto Income
	2020		2019			2020		2019
	(In thousands)					(In thousands)
Interest rate swap and cap contracts	$	(57,929)	$	(28,989)	Cost of ATM operating revenues	$	(18,562)	$	(210)
Interest rate swap and cap contracts	(210)		(500)		Interest expense, net	(43)		(172)
Total	$	(58,139)	$	(29,489)		$	(18,605)	$	(382)

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.

AsThe ~~of September 30,~~following ~~2020,~~tables show the ~~Company~~impact ~~expects to reclassify $24.7 million~~ of ~~net derivative-related losses contained in~~ the ~~Accumulated~~Company's ~~comprehensive~~cash ~~loss,~~flow ~~net~~hedge ~~line~~accounting ~~within~~relationships ~~its~~on the Consolidated ~~Balance~~Statement ~~Sheets~~of ~~into~~Operations ~~earnings~~for ~~during~~ the ~~next~~three ~~twelve~~ months ~~concurrent~~ended ~~with~~March ~~the~~31, ~~recording~~2021 ~~of the related vault cash rental expense~~ and ~~Term Loan interest expense amounts~~2020.

The following tables show the impact of the Company's cash flow hedge accounting relationships on the Consolidated Statement of Operations for the three and nine months ended September 30, 2020 and 2019.


	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

	Location and Amount of Loss Recognized in Income on Cash Flow Hedging Relationships in the Three Months Ended
	September 30, 2020				September 30, 2019
	(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	$	165,265	$	11,132	$	208,860	$	6,751
Amount of loss reclassified from Accumulated other comprehensive loss into expense	$	8,620	$	—	668		59

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	Location and Amount of Loss Recognized in Income on Cash Flow Hedging Relationships in the Nine Months Ended
	September 30, 2020				September 30, 2019
	(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	$	510,014	$	26,362	$	623,099	$	20,265
Amount of loss reclassified from Accumulated other comprehensive loss into expense	$	18,562	43		210		172

(12) Fair Value Measurements

~~(14)~~The ~~Fair~~following ~~Value~~tables ~~Measurements~~ 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.

The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2020 and December 31, 2019 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	$	—	$	3,897	$	—
Liabilities
Liabilities associated with interest rate swap and cap contracts	$	(35,146)	$	—	$	(35,146)	$	—

Fair Value Measurements at September 30, 2020

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

(5850,~~710~~910)

—

(5850,~~710~~910)

—

Liabilities associated with acquisition related contingent consideration

(69,~~818~~490)

—

(69,~~818~~490)

	Fair Value Measurements at December 31, 2019
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets
Assets associated with interest rate swap and cap contracts	$	10,638	$	—	$	10,638	$	—
Liabilities
Liabilities associated with interest rate swap and cap contracts	$	(17,420)	$	—	$	(17,420)	$	—
Liabilities associated with acquisition related contingent consideration	$	(16,851)	$	—	$	—	$	(16,851)
Liabilities associated with foreign currency forward contracts	$	(7,868)	$	—	$	(7,868)	$	—

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.

33Cash 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.

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Cash and cash equivalents, accounts and notes receivable, net of allowance for doubtful accounts, 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 ~~are~~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. The contingent consideration payment amounts are estimated based upon a formula and projected performance relative to certain agreed-upon earnings targets. Subsequent to the Spark acquisition, the Company utilized a Monte Carlo simulation to estimate the fair value and account for the interdependency between the 2019 and 2020 performance periods. However, effective December 31, 2019, at the end of the first measurement period, the Company revised its methodology and used a Black-Scholes based model to estimate the fair value of the payments.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, the Company paid $59.2 million to satisfy the ~~2019~~2020 portion of its obligation under the Spark acquisition contingent consideration arrangement. ~~During~~Previously, in the ~~nine~~three months ended ~~September~~ June 30, 2020, the Company ~~recognized~~paid ~~mark-to-market gains of~~ $25.12 million, to ~~revise~~satisfy the ~~estimated~~2019 ~~fair~~portion ~~value~~ of the ~~contingent consideration liability~~obligation. ~~The~~As ~~Company also recognized a net foreign exchange gains~~ of ~~$2.8 million~~March ~~during the nine months ended September 30~~31, ~~2020~~2021, ~~to remeasure~~ the ~~South~~Company ~~African~~has ~~Rand~~no ~~denominated~~remaining ~~liability.~~obligations ~~During~~under the ~~three~~Spark months ended September 30, 2020 the mark-to-market and foreign exchange impacts were immaterial. Both the revision to the estimated fair values and the net foreign exchange gains and losses are included in the Other income line in the Consolidated Statements of Operations. As of September 30, 2020, the estimated fair value of the Company’s acquisition ~~related~~ contingent consideration ~~liability was $6~~arrangement.~~8 million, payable in the first quarter of 2021.~~

Future changes to the estimated contingent liability either higher or lower may occur as the estimated internal projections and other significant non-observable inputs for the calculation become available and are updated as deemed necessary. These future changes could result in a material change in the estimated contingent liability. The estimates and significant non-observable inputs may differ from actual results. 24

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 September 30, 2020, the fair values of the 2020 Convertible Notes and 2025 Notes were approximately $115.4 million and $301.8 million, respectively, 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 discounted future cash flow 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. Amounts added to the ARO liability during the three months ended September 30, 2020 and 2019 totaled $2.8 million and $1.1 million, respectively.

Interest rate derivatives. As of September 30, 2020, the recognized fair value of the Company’s Interest Rate Derivatives resulted in current and long-term liabilities totaling $58.7 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 13. Derivative Financial Instruments.

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~~(15)~~During ~~Commitments~~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 ~~Contingencies~~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 ~~rates~~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 ~~some~~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 ~~October~~December 2020. ~~The~~During ~~Company~~the ~~estimates~~three ~~that~~months ~~approximately~~ended March 31 ~~million~~, ~~U.K.~~2021, ~~pounds~~the ~~sterling~~Company ~~remains~~recorded ~~recoverable~~cash ~~from~~recoveries ~~the~~of ~~various~~approximately ~~tax authorities~~$12.0 million, net of amounts ~~that~~due ~~have~~to ~~already~~merchant ~~been~~partners, ~~recovered~~which oris ~~are~~reflected ~~estimated~~as toa bereduction ~~due~~ to ~~merchant~~the ~~partners~~Cost of ATM operating revenues line in the ~~Company,~~Consolidated ~~some~~Statements of ~~which~~Operations. ~~had~~The ~~paid~~Company ~~indirectly~~estimates ~~these~~that ~~business~~up ~~rates~~to approximately 2 million U.K. ~~During~~pounds ~~the~~sterling, ~~three~~or ~~and~~up ~~nine~~to ~~months~~approximately ~~ended~~$3 million ~~September~~at 30the March 31, ~~2020~~2021 exchange rate, remains recoverable from the ~~Company~~various ~~recorded~~tax authorities, net ~~cash~~of ~~recoveries~~amounts ofthat ~~approximately~~have ~~$11.8 million,~~already ~~which~~been isrecovered ~~reflected~~or asare aestimated ~~reduction~~to be due to ~~the~~merchant ~~Cost~~partners of ~~ATM~~the ~~operating~~Company, ~~revenues~~some ~~line~~of inwhich ~~the~~had ~~Consolidated~~paid ~~Statements~~indirectly ofthese ~~Operations~~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 ~~rates~~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 ~~rates~~rate tax recoveries only when received.

The Supreme Court ruling does not apply to Scotland or Northern Ireland and business ~~rates~~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 ~~September~~March 3031, ~~2020~~2021, the Company had $6063.3 4 million accrued for these liabilities. ~~For additional information, see Note 10. Asset Retirement Obligations.~~

Acquisition related contingent consideration. During the nine months ended September 30, 2020, the Company paid $5.2 million to satisfy the 2019 portion of its obligation under the Spark acquisition contingent consideration arrangement. As of September 30, 2020, the Company had $6.8 million accrued for its 2020 obligation. For additional information related to the Spark acquisition related contingent consideration, see Note (14.) ~~Fair~~Income ~~Value~~Taxes ~~Measurements.~~

The Company’s income tax expense (16benefit) ~~Income~~for ~~Taxes~~the periods presented was as follows:

The Company’s income tax (benefit) expense 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)		%

	Three Months EndedSeptember 30		Nine Months EndedSeptember 30
	2020	2019	2020	2019
	(In thousands, excluding percentages)
Income tax expense (benefit)	$10,049	$4,086	$(4,375)	$10,780
Effective tax rate	63.7%	16.4%	(84.5)%	23.2%

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 ~~Company’s~~increase ~~income~~in tax expense for the three months ended ~~September 30~~March 31, ~~2020~~2021 ~~totaled~~was ~~$10.0~~primarily ~~million~~attributable ~~resulting~~to inthe anhigher ~~effective~~ pre-tax ~~rate~~profits ofrecognized ~~63.7%,~~in ~~compared~~the tocurrent anperiod, ~~expense~~without ofan ~~$4.1~~offset ~~million,~~from ~~and~~any annon-recurring ~~effective~~ tax ~~rate~~benefits, ofas ~~16.4%,~~was ~~for~~recognized in the same period of ~~2019~~2020. The ~~Company’s income tax~~ benefit recognized for the ~~nine~~three months ended ~~September 30~~March 31, 2020 ~~totaled~~was ~~$4.4~~primarily ~~million~~attributable ~~resulting~~to ina annon-recurring ~~effective~~benefit ~~tax~~from ~~rate~~the carryback of ~~(84.5)%,~~net ~~compared~~operating losses to anprior ~~expense~~tax ofyears ~~$10~~at the higher 35% U.8S. ~~million~~tax rate, ~~and~~compared anto ~~effective~~the current tax rate of ~~23.2~~21%, ~~for~~as a result of the ~~same~~Coronavirus ~~period~~Aid, ofRelief, ~~2019~~and Economic Security (CARES) Act that was signed into law in the U.S. in March 2020.

The increase in tax expense for the three months ended September 30, 2020, compared to the same period of 2019, was primarily attributable to the mix of earnings across our jurisdictions including increased losses incurred in countries where the Company realizes no tax benefit. The decrease in the tax expense for the nine months ended September 30, 2020, compared to the same period of 2019, was attributable to lower pre-tax income during the nine months ended September 30, 2020 and 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 recent changes in U.S. tax law. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in the U.S., which provided for an elective five-year carryback of net operating losses (NOLs) generated in taxable years beginning after December 31, 2017 and before January 1, 2021. As a result of this change in law and since the Company incurred net operating losses in 2018, the Company carried back these 2018 losses to prior periods to receive refunds of taxes paid at higher rates in earlier periods.

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.

(1715) Segment Information

As of ~~September~~March 3031, ~~2020~~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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~~Germany~~Management uses Adjusted EBITDA, ~~Spain~~together ~~and~~with ~~South~~U.S. ~~Africa~~GAAP ~~are~~measures, ~~included~~to inmanage and measure the performance of its ~~Europe~~segments. &Management ~~Africa~~believes ~~segment,~~Adjusted ~~along~~EBITDA ~~with~~is ~~i-design~~a (useful measure to more effectively evaluate the ~~Company’s~~performance ~~ATM~~of ~~advertising~~the business ~~based~~and incompare ~~the~~its ~~U.K.).~~results ~~The~~of ~~Company’s~~operations ~~Australia~~from &period ~~New~~to ~~Zealand~~period ~~segment~~without ~~consists~~regard ofto ~~its~~financing ~~ATM~~methods, ~~operations~~capital instructure, ~~these~~or ~~two~~non-recurring ~~countries.~~costs ~~Corporate~~as ~~primarily~~defined ~~includes~~by the Company’s. ~~corporate~~Adjusted ~~general~~EBITDA ~~and~~adds ~~administrative~~net ~~expenses.~~interest ~~While~~expense, ~~each~~income tax expense, depreciation and accretion, amortization of ~~the~~deferred ~~reporting~~financing ~~segments~~costs ~~provides~~and ~~similar~~note ~~kiosk~~discounts, amortization of intangible assets, share-based compensation expense, certain other income and/ expense amounts, acquisition related expenses, gains or ~~ATM~~losses on disposal and impairment of assets, certain non-~~related~~operating ~~services~~expenses (if applicable in a particular period), ~~each~~and ~~segment~~certain iscosts ~~managed~~not ~~separately~~anticipated to occur in future periods to net income, and ~~requires~~includes ~~different~~an ~~marketing~~adjustment for noncontrolling interests. Depreciation and ~~business~~accretion ~~strategies~~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.

~~Management uses~~ Adjusted EBITDA, ~~together~~as ~~with~~defined ~~U.S.~~by ~~GAAP~~the ~~measures~~Company, tois ~~manage~~a ~~and~~non-GAAP financial measure ~~the~~provided ~~performance~~as ~~of its segments. Management believes Adjusted EBITDA is~~ a ~~useful~~complement ~~measure~~ to ~~more effectively evaluate~~ the ~~performance~~financial ~~of the business and compare its~~ results ofprepared ~~operations~~in ~~from~~accordance ~~period~~with toU.S. ~~period~~GAAP. ~~without~~It ~~regard~~may tonot ~~financing~~be ~~methods, capital structure, or non-recurring costs as~~ defined byin the ~~Company.~~same ~~Adjusted~~manner ~~EBITDA~~by ~~excludes~~all ~~depreciation~~companies and ~~accretion,~~therefore ~~amortization~~may ofnot ~~deferred~~be ~~financing~~comparable ~~costs~~to ~~and~~other ~~note~~similarly ~~discounts,~~titled ~~amortization~~measures of ~~intangible assets, share-based compensation expense, certain~~ other ~~income~~companies. ~~and~~In ~~expense~~evaluating ~~amounts,~~the ~~acquisition~~Company’s ~~related~~performance ~~expenses,~~as ~~gains~~measured orby ~~losses~~Adjusted ~~on disposal and impairment of assets~~EBITDA, ~~certain~~management ~~non-operating~~recognizes ~~expenses (if applicable in a particular period),~~ and ~~includes~~considers anthe ~~adjustment~~limitations ~~for~~of ~~noncontrolling~~this ~~interests~~measurement. ~~Depreciation~~Therefore, ~~and~~Adjusted ~~accretion~~EBITDA ~~expense~~should ~~and~~not ~~amortization~~be ofconsidered ~~intangible~~in ~~assets~~isolation ~~are~~or ~~excluded~~as ~~from~~a ~~Adjusted~~substitute ~~EBITDA~~for asoperating ~~these~~income, ~~amounts~~net ~~can~~income, ~~vary~~cash ~~substantially~~flows from ~~company~~operating, toinvesting, ~~company~~or ~~within~~financing ~~the~~activities, ~~Company's~~or ~~industry~~other ~~depending~~income ~~upon~~or ~~accounting~~cash ~~methods~~flow ~~and~~measures ~~book~~contained ~~values~~within ~~of assets, capital structures, and~~ the ~~methods~~consolidated byfinancial ~~which the assets were acquired~~statements.

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 loss, net loss, 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 EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2020		2019		2020		2019
	2021		2020
	(In thousands)
Net income attributable to controlling interests and available to common shareholders	$	5,~~732~~876	$	205,~~864~~755	$	~~9,565~~	$	~~35,654~~
Adjustments:
Interest expense, net	1110,~~132~~761		6,~~751~~421		~~26,362~~		~~20,265~~
Amortization of deferred financing costs and note discount	21,~~341~~043		3,~~377~~486		~~10,226~~		~~9,999~~
Loss on extinguishment of convertible notes	—		—		3,018		—
Income tax expense (benefit)	2,951		(3,737)
Income tax expense (benefit)	10,049		4,086		(4,375)		10,780
Depreciation and accretion expense	32,285		32,211
Depreciation and accretion expense	33,063		33,466		97,346		99,644
Amortization of intangible assets	6,086		8,413
Amortization of intangible assets	7,900		12,404		25,162		37,407
EBITDA	59,002		52,549
EBITDA	70,217		80,948		167,304		213,749
Add back:
Loss on disposal and impairment of assets	~~814~~353		~~637~~921		~~1,847~~		~~3,101~~
Other income (1)	(7,116)		(3,703)		(9,651)		(9,454)
Other expenses, net (1)	2,842		3,829
Noncontrolling interests (2)	1415		1513		42		46
Share-based compensation expense	54,~~921~~258		5,~~633~~193		~~16,143~~		~~15,367~~
Restructuring expenses (3)	21,~~008~~692		31,~~583~~209		~~6,557~~		~~7,046~~
Adjusted EBITDA	$	71,858	$	87,113	$	182,242	$	229,855
Acquisition related expenses (4)	1,440		—
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 ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021, restructuring expenses included costs incurred in conjunction with facility closures, workforce reductions and other related charges. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020, restructuring expenses included ~~professional fees and~~ costs incurred in conjunction with ~~facility~~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.

37(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.

Table of Contents

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

	Three Months Ended September 30, 2020
	Three Months Ended March 31, 2021
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	~~190~~191,~~271~~557	$	6956,~~906~~078	$	1920,~~221~~199	$	—	$	—	$	~~279~~267,~~398~~834
Intersegment revenues	~~1,454~~488		—		—		—		(~~1,454~~488)		—
Cost of revenues	~~127~~120,~~405~~177		3225,~~815~~375		1314,~~951~~313		~~390~~222		(~~1,454~~488)		~~173~~159,~~107~~599
Selling, general, and administrative expenses	1418,~~293~~329		8,~~986~~684		21,~~036~~421		1514,~~057~~701		1(226)		4042,~~373~~909
Restructuring expenses	—		1,~~894~~549		~~114~~—		—143		—		21,~~008~~692
Loss (gain) on disposal and impairment of assets	379		436		(1)		—		—		814
Acquisition related expenses	—		—		—		1,440		—		1,440
Adjusted EBITDA	50,077		27,994		3,235		(9,467)		19		71,858
(Gain) loss on disposal and impairment of assets	(79)		435		(3)		—		—		353
Capital expenditures (1)	$	22,028	$	8,706	$	556	$	—	$	—	$	31,290
Adjusted EBITDA	53,538		21,952		4,466		(10,373)		19		69,602
Capital expenditures (1)	12,032		3,891		323		—		—		16,246
Total Assets	$	1,259,570	$	469,149	$	57,778	$	43,361	$	—	$	1,829,858

	Three Months Ended September 30, 2019
	Three Months Ended March 31, 2020
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	~~222~~204,~~329~~382	$	~~104~~81,~~686~~863	$	2420,~~492~~357	$	—	$	—	$	~~351~~306,~~507~~602
Intersegment revenues	21,~~379~~615		2237		—		—		(21,~~401~~652)		—
Cost of revenues	~~148~~139,~~215~~904		6052,~~477~~634		1714,~~264~~275		~~368~~561		(21,~~542~~652)		~~223~~205,~~782~~722
Selling, general, and administrative expenses	17,~~517~~049		109,~~292~~061		21,~~286~~947		1614,~~162~~321		—		4642,~~257~~378
Restructuring expenses	~~799~~—		21,~~335~~000		—		~~449~~209		—		31,~~583~~209
Loss (gain) on disposal and impairment of assets	~~225~~443		~~457~~495		(4517)		—		—		~~637~~921
Adjusted EBITDA	5848,~~977~~999		3320,~~939~~251		4,~~941~~133		(109,~~896~~461)		~~152~~(208)		8763,~~113~~714
Capital expenditures (1)	$12,187	~~18,723~~	$5,867	~~12,638~~	$375	~~672~~	$—	~~3,233~~	$—	—	$18,429	~~35,266~~
Total assets	$	1,149,376	$	570,709	$	50,464	$	446,672	$	—	$	2,217,221

	Nine Months Ended September 30, 2020
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	567,277	$	200,162	$	51,753	$	—	$	—	$	819,192
Intersegment revenues	4,484		36		—		—		(4,520)		—
Cost of revenues	386,472		117,261		37,169		1,154		(4,520)		537,536
Selling, general, and administrative expenses	43,877		24,965		5,541		41,452		(226)		115,609
Restructuring expenses	1,205		4,971		114		267		—		6,557
Loss (gain) on disposal and impairment of assets	956		912		(21)		—		—		1,847
Adjusted EBITDA	141,417		57,908		9,042		(26,176)		51		182,242
Capital expenditures (1)	$	41,689	$	18,302	$	1,103	$	—	$	—	$	61,094

(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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	Nine Months Ended September 30, 2019
	North America		Europe & Africa		Australia & New Zealand		Corporate		Eliminations		Total
	(In thousands)
Revenue from external customers	$	636,663	$	298,615	$	75,320	$	—	$	—	$	1,010,598
Intersegment revenues	7,508		488		—		—		(7,996)		—
Cost of revenues	429,287		187,429		54,540		995		(8,004)		664,247
Selling, general, and administrative expenses	50,981		31,745		6,800		42,386		—		131,912
Restructuring expenses	1,012		2,735		—		3,299		—		7,046
Loss (gain) on disposal and impairment of assets	1,327		1,874		(100)		—		—		3,101
Adjusted EBITDA	163,904		79,930		13,979		(28,014)		56		229,855
Capital expenditures (1)	$	41,873	$	32,538	$	3,535	$	12,373	$	—	$	90,319

(1)Capital expenditures include payments made for property and equipment, exclusive license agreements, and site acquisition costs. 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.

Identifiable Assets

	September 30, 2020		December 31, 2019
	(In thousands)
North America	$	1,285,430	$	1,141,084
Europe & Africa	490,867		511,037
Australia & New Zealand	55,811		60,416
Corporate	34,770		51,421
Total	$	1,866,878	$	1,763,958

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

(18) Supplemental Guarantor Financial Information


	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.

39The 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.

Table of Contents

On March 2, 2020, the SEC made significant changes to its disclosure requirements relating to registered securities that are guaranteed. The disclosure requirements, as amended, are generally effective for filings on or after January 4, 2021, with early adoption permitted. The new rules, adopted by the Company in conjunction with its Form 10-Q for the period ended March 31, 2020, changed the form and content of the disclosures, requiring summarized financial information only as of and for the most recently completed fiscal year and subsequent year-to-date interim period, if certain conditions are met. The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income for the nine months ended September 30, 2020, the Condensed Consolidated Balance Sheets as of September 30, 2020, and the Summary Financial Information as of and for the year ended December 31, 2019 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.

Condensed Consolidated Statements of Comprehensive (Loss) Income

	Nine Months Ended September 30, 2020
	Three Months Ended March 31, 2021
	Parent		Issuers		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	~~460~~156,~~657~~803	$	~~207~~73,~~657~~740	$	~~203~~55,~~710~~270	$	(5217,~~832~~979)	$	~~819~~267,~~192~~834
Operating costs and expenses	176,~~883~~079		~~449~~147,~~802~~786		~~161~~52,~~231~~478		~~206~~55,~~932~~659		(5317,~~638~~991)		~~782~~244,~~210~~011
Loss on disposal and impairment of assets	—		~~919~~(98)		~~227~~57		~~701~~394		—		~~1,847~~353
(Loss) income from operations	(176,~~883~~079)		9,~~936~~115		4621,~~199~~205		(~~3,923~~783)		~~806~~12		3523,~~135~~470
Interest expense (income), net, including amortization of deferred financing costs and note discount	—		32,601		5,254		(1,438)		171		36,588
Interest expense, net, including amortization of deferred financing costs and note discount	90		10,766		734		154		60		11,804
Loss on extinguishment of convertible notes	—		3,018		—		—		—		3,018
Equity in earnings of subsidiaries	(12,419)		(13,592)		11,625		(1,353)		15,739		—
Equity in earnings of subsidiaries	(25,929)		(47,044)		30,432		282		42,259		—
Other expenses, net	1,912		2,504		2,950		1,850		(6,374)		2,842
Other expenses (income)	2,332		9,418		5,915		(8,673)		(18,643)		(9,651)
Income (loss) before income taxes	4,338		9,437		5,896		(1,434)		(9,413)		8,824
Income before income taxes	5,714		11,943		4,598		5,906		(22,981)		5,180
Income tax (benefit) expense	(1,535)		1,616		1,768		1,102		—		2,951
Income tax (benefit) expense	(3,841)		(4,332)		6,259		(2,461)		—		(4,375)
Net income (loss)	5,873		7,821		4,128		(2,536)		(9,413)		5,873
Net income (loss)	9,555		16,275		(1,661)		8,367		(22,981)		9,555
Net loss attributable to noncontrolling interests	—		—		—		—		(3)		(3)
Net loss attributable to noncontrolling interests	—		—		—		—		(10)		(10)
Net income (loss) attributable to controlling interests and available to common shareholders	5,873		7,821		4,128		(2,536)		(9,410)		5,876
Net income (loss) attributable to controlling interests and available to common shareholders	9,555		16,275		(1,661)		8,367		(22,971)		9,565
Other comprehensive income (loss) attributable to controlling interest	17,732		(37,160)		(2,169)		(4,633)		43,962		17,732
Other comprehensive loss attributable to controlling interest	(46,380)		(37,161)		(2,169)		(4,632)		43,962		(46,380)
Comprehensive income (loss) attributable to controlling interests	$	23,605	$	(29,339)	$	1,959	$	(7,169)	$	34,552	$	23,608
Comprehensive (loss) income attributable to controlling interests	$	(36,825)	$	(20,886)	$	(3,830)	$	3,735	$	20,991	$	(36,815)

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Condensed Consolidated Balance Sheets

	As of September 30, 2020
	As of March 31, 2021
	Parent		Issuers		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	9872	$	~~186~~137,~~507~~449	$	6139,~~756~~534	$	1520,~~129~~308	$	—	$	~~263~~197,~~490~~363
Restricted cash	—		68,909		2,551		25,280		—		96,740
Accounts and notes receivable, net	—		46,387		22,016		19,367		—		87,770
Accounts and notes receivable, net	—		41,057		17,921		17,309		—		76,287
Restricted cash	—		106,913		2,477		32,469		—		141,859
Other current assets	—		4030,~~105~~061		2,~~198~~281		3724,~~016~~206		—		7956,~~319~~548
Total current assets	9872		~~336~~320,~~578~~810		8466,~~426~~308		9496,~~734~~350		—		~~515~~483,~~836~~540
Property and equipment, net	—		~~254~~245,~~809~~575		50,~~773~~613		~~117~~116,~~996~~673		—		~~423~~412,~~578~~861
Intangible assets, net	—		26,661		41,048		20,327		—		88,036
Operating lease assets	—		31,608		2,330		22,496		—		56,434
Goodwill	—		445,046		141,262		152,871		—		739,179
Intangible assets, net	—		17,467		37,400		20,383		—		75,250
Operating lease assets	—		34,239		2,120		26,059		—		62,418
Goodwill	—		445,046		152,505		163,260		—		760,811
Investments in and advances to subsidiaries	~~390~~460,~~948~~376		~~295~~324,~~349~~975		~~188~~179,~~237~~526		4553,~~214~~387		(~~919~~1,~~748~~018,264)		—
Intercompany receivable	3611,~~422~~759		510,~~388~~398		~~254~~625,~~500~~003		~~274~~265,~~982~~162		(1,~~076~~412,~~292~~322)		—
Deferred tax assets, net	~~698~~1,112		—		(1,~~013~~014)		17,~~735~~676		—		17,~~420~~774
Prepaid expenses, deferred costs, and other noncurrent assets	—		1216,~~047~~509		1,~~438~~583		65,~~926~~096		—		2023,~~411~~188
Total assets	$	~~428~~473,~~166~~319	$	1,~~915~~912,~~117~~388	$	~~762~~1,~~791~~114,254	$	~~756~~760,~~844~~483	$	(12,~~996~~430,~~040~~586)	$	1,~~866~~829,~~878~~858
Liabilities and Shareholders' Equity
Current portion of long-term liabilities	$	—	$	~~147~~5,~~977~~000	$	~~5,869~~—	$	~~29,468~~—	$	—	$	~~183~~5,~~314~~000
Accounts payable and accrued liabilities	~~390~~2,584		~~240~~328,~~871~~772		6270,~~267~~254		8497,~~464~~104		(2027,~~909~~902)		~~367~~470,~~083~~812
Total current liabilities	~~390~~2,584		~~388~~333,~~848~~772		6870,~~136~~254		~~113~~97,~~932~~104		(2027,~~909~~902)		~~550~~475,~~397~~812
Long-term debt	—		~~773~~772,~~857~~693		—		—		—		~~773~~772,~~857~~693
Intercompany payable	9377,~~441~~279		~~310~~316,~~126~~948		~~303~~634,~~654~~751		~~369~~383,~~065~~338		(1,~~076~~412,~~286~~316)		—
Asset retirement obligations	—		2223,~~524~~853		1,~~961~~966		3031,~~122~~040		—		5456,~~607~~859
Operating lease liabilities	—		40,617		1,449		16,716		—		58,782
Deferred tax liabilities, net	—		53,611		1,490		370		—		55,471
Deferred tax liabilities, net	—		46,238		1,660		738		—		48,636
Operating lease liabilities	—		37,325		1,584		14,772		—		53,681
Other long-term liabilities	—		3716,~~310~~719		21,~~147~~911		63,~~807~~256		—		4621,~~264~~886
Total liabilities	9379,~~831~~863		1,~~619~~554,~~520~~921		~~379~~711,~~007~~956		~~537~~529,~~380~~880		(1,~~097~~440,~~195~~218)		1,~~532~~436,~~543~~402
Shareholders' equity	~~334~~393,~~335~~456		~~295~~357,~~597~~467		~~383~~402,~~784~~298		~~219~~230,~~464~~603		(~~898~~990,~~845~~368)		~~334~~393,~~335~~456
Total liabilities and shareholders' equity	$	~~428~~473,~~166~~319	$	1,~~915~~912,~~117~~388	$	~~762~~1,~~791~~114,254	$	~~756~~760,~~844~~483	$	(12,~~996~~430,~~040~~586)	$	1,~~866~~829,~~878~~858

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Summary Prior Year Financial Information

As of and for the Year Ended December 31, 2019

As of and for the Year Ended December 31, 2020

Parent

Issuers

Guarantors

Non-Guarantors

Eliminations

Total

(In thousands)

Revenues

—

~~668~~614,~~527~~090

~~351~~281,~~330~~752

~~402~~268,~~079~~948

(7270,~~531~~791)

1,~~349~~093,~~405~~999

(Loss) income from operations

(3534,~~637~~392)

4014,~~733~~968

7076,~~835~~556

10(4,~~203~~215)

~~300~~871

8653,~~434~~788

Net income

4819,~~265~~137

2012,~~546~~467

6314,~~952~~897

274,~~036~~191

(~~111~~31,~~534~~555)

4819,~~265~~137

Net income attributable to controlling interests and available to common shareholders

4819,~~265~~137

2012,~~546~~467

6314,~~952~~897

274,~~036~~191

(~~111~~31,~~525~~548)

4819,~~274~~144

Total current assets

4687

~~146~~299,~~768~~489

4172,~~788~~391

~~119~~90,~~919~~046

—

~~308~~462,~~521~~013

Total noncurrent assets

~~452~~444,~~342~~012

1,~~225~~531,~~786~~788

1,~~488~~060,~~531~~252

~~196~~693,~~625~~038

(12,~~907~~359,~~847~~658)

1,~~455~~369,~~437~~432

Total current liabilities

~~814~~4,295

~~242~~310,~~735~~477

6668,~~766~~326

~~124~~110,~~069~~592

—(17,705)

~~434~~475,~~384~~985

Total noncurrent liabilities

7160,~~248~~388

~~805~~1,~~812~~211,466

~~984~~645,~~556~~420

~~(24~~445,~~244)~~586

(~~888~~1,~~125~~386,816)

~~949~~976,~~247~~044

(1917) Concentration Risk

Significant merchant customers. During the trailing twelve months ended ~~September~~March 3031, ~~2020~~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 ~~September~~March 3031, ~~2020~~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 ~~September~~March 3031, ~~2020~~2021, the contracts the Company has with its five largest merchant customers have a weighted average remaining life of approximately 32.4 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, ~~civil unrest~~ or health emergencies, ~~such~~including as the COVID-19 outbreak, that have adversely affected its business, and may ~~negatively~~in ~~affect~~the ~~our~~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.”) ~~armored~~cash-in-transit ~~transport~~ 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, ~~2019~~2020.

~~For~~In ~~additional~~addition, ~~information regarding known material factors that could cause the Company’s~~ actual results tomay ~~differ~~vary materially from ~~its~~those ~~projected~~expressed ~~results,~~or ~~see:~~implied ~~Part I. Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as updated~~ by ~~Part II, Item 1A. Risk Factors of this Form 10-Q. Readers are cautioned not to place undue reliance on~~ forward-looking statements ~~contained~~based inon ~~this~~a ~~document, which~~number ~~speak~~of ~~only~~factors asrelated ofto the ~~date~~proposed acquisition of ~~this Form 10-Q. Except as required by applicable law,~~ the Company ~~undertakes~~by ~~no obligation~~NCR ~~to publicly update or revise any forward-looking statements after the date they are made~~Corporation, ~~whether as a result of new information~~including, ~~future~~without ~~events, or otherwise.~~limitation:

44•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, ~~2019~~2020 (the “2020 Form 10-K”).

Overview

Cardtronics plc, ~~provides~~together ~~convenient~~with ~~automated consumer financial services through~~ its ~~network~~wholly ~~of automated teller machines~~ and ~~multi~~majority-~~function~~owned ~~financial~~subsidiaries ~~services kiosks~~ (collectively, ~~referred~~“us,” ~~to as~~ “~~ATMs~~we,”). ~~We are the world’s largest ATM owner/operator~~“our,” ~~providing services to over 285~~“ours,~~000~~” ~~ATMs. During~~ the ~~three~~“Company” ~~months~~or ~~ended~~“Cardtronics”) ~~September 30,~~is ~~2020,~~the ~~68%~~trusted ofleader ~~our total revenues were derived from operations~~ in ~~North~~financial ~~America~~self-service, ~~(including~~enabling ~~our~~cash ~~ATM~~transactions ~~operations~~at inover ~~the~~285,000 ~~United~~automated ~~States~~teller ~~("U.S."),~~machines ~~Canada,~~ and ~~Mexico),~~multi-function ~~25%~~financial ofservices ~~our~~kiosks ~~total~~(collectively ~~revenues~~referred ~~were~~to ~~derived~~as ~~from~~“ATMs”) ~~operations~~across in10 ~~Europe~~countries ~~and Africa (including our ATM operations~~ in ~~the~~North ~~United Kingdom ("U.K.")~~America, ~~Ireland~~Europe, ~~Germany~~Asia-Pacific, ~~Spain,~~ and ~~South~~ Africa),. ~~and~~The ~~7% of our~~ total ~~revenues~~number ~~were~~of ~~derived~~ATMs ~~from~~that ~~operations~~we inservice ~~Australia~~includes ~~and New Zealand. Included in~~ our ~~network~~estimate ~~are~~of ~~approximately 198,000~~ ATMs tothat ~~which~~were wetemporarily ~~provided~~closed ~~processing~~as ~~only~~a ~~services~~result ~~or various forms~~ of ~~managed~~the ~~services~~coronavirus ~~solutions.~~pandemic ~~Under~~("COVID-19" aor ~~managed~~the ~~services~~"Pandemic") ~~arrangement,~~as ~~retailers,~~further ~~financial~~described ~~institutions,~~in ~~and~~Results ~~ATM~~of ~~distributors~~Operations ~~rely~~- onKey usOperating toMetrics, ~~handle~~below. ~~some~~The ortotal ~~all~~number of ~~the~~transacting ~~operational aspects associated with operating and maintaining~~ ATMs, ~~typically~~we inserviced ~~exchange~~as ~~for~~of aMarch ~~monthly service fee~~31, ~~fee~~2021 ~~per~~was ~~transaction,~~approximately ~~or fee per service provided~~279,000.

~~Through~~During ~~our~~the ~~network,~~three wemonths ~~deliver~~ended ~~various~~March 31, ~~ATM-based~~2021, ~~financial~~approximately ~~services~~72% toof ~~cardholders~~our ~~and~~total ~~provide~~revenues ~~ATM~~were ~~management~~derived ~~and~~from ~~ATM~~operations ~~equipment-related~~in ~~services~~North America (~~typically~~including ~~under~~our ~~multi-year~~ATM ~~contracts)~~operations toin ~~large~~the ~~retail~~United ~~merchants,~~States ~~smaller retailers~~("U.S."), ~~financial institutions~~Canada, and ~~operators of facilities such as shopping malls~~Mexico), ~~casinos,~~approximately ~~airports,~~21% ~~and~~of ~~train~~our ~~stations.~~total Inrevenues ~~doing~~were ~~so,~~derived wefrom ~~provide~~operations ~~our~~in ~~retail~~Europe and ~~financial~~Africa ~~institution~~(including ~~partners~~our ~~with~~ATM aoperations ~~compelling automated financial services solution that helps attract and retain customers, and~~ in ~~turn, increases~~ the ~~likelihood~~United ~~that~~Kingdom ~~our ATMs will be utilized~~("U.K."), WeIreland, ~~also~~Germany, ~~own~~Spain, and ~~operate~~South ~~electronic funds transfer (“EFT”~~Africa), ~~transaction~~and ~~processing~~approximately ~~platforms~~8% ~~that~~of ~~provide transaction processing services to~~ our ~~network~~total ofrevenues ~~ATMs,~~were asderived ~~well~~from asoperations toin ~~other~~Australia ~~ATMs~~and ~~operated~~New ~~under managed services arrangements~~Zealand. ~~Additionally, we provide processing services for issuers of debit cards.~~

We ~~also~~deliver ~~own~~financial-related ~~and~~services ~~operate~~to ~~the~~cardholders ~~Allpoint~~through ~~network~~our ~~(“Allpoint”),~~networks. ~~the~~We ~~largest~~also ~~retail~~provide ~~based surcharge-free~~ ATM ~~network~~management ~~(based~~and onATM ~~the~~equipment-related ~~number~~services of(typically ~~participating~~under ~~ATMs~~multi-year contracts). ~~Allpoint~~to ~~has~~large ~~over~~retail 55merchants,~~000~~ ~~participating~~smaller ~~ATMs~~retailers, and ~~provides~~operators ~~surcharge-free~~of ~~ATM~~facilities ~~access~~such toas ~~nearly~~shopping 1malls,~~200~~ ~~participating credit unions~~casinos, ~~banks~~airports, ~~digital~~and ~~banks,~~train ~~financial~~stations. ~~technology~~In ~~companies~~doing so, ~~and~~we ~~stored-value~~provide ~~debit~~our ~~card~~retail ~~issuers~~partners ~~that~~with ~~are~~a ~~principally~~compelling ~~located~~automated insolution ~~North~~that ~~America.~~helps ~~For~~attract ~~participants,~~and ~~Allpoint~~retain ~~provides~~customers. ~~scale,~~In ~~density~~turn, ~~and~~it ~~convenience~~increases ofthe ~~surcharge-free~~likelihood ~~ATMs~~ that ~~surpasses~~customers will utilize the ~~largest~~ATMs ~~banks~~placed inat ~~the~~their Ufacilities.S. InWe ~~exchange,~~also ~~Allpoint~~partner ~~earns~~with afinancial ~~fixed~~institutions ~~monthly~~and ~~fee~~other ~~per~~consumer ~~cardholder~~financial ~~and/or~~services aproviders ~~fixed~~to enable convenient and fee-free ~~per~~access ~~transaction~~to ~~that~~our isATMs ~~paid~~via byour ~~participants.~~surcharge-free ~~Allpoint~~solutions ~~includes~~for atheir ~~majority~~customers. ofIncluded in our ~~Company~~network ~~owned~~are approximately 200,000 ATMs in(including ~~the~~our ~~U.S.,~~estimate ~~and~~of ~~certain~~ ATMs inthat ~~the~~were ~~U.K.,~~temporarily ~~Canada,~~closed ~~Mexico,~~as ~~and~~a ~~Australia.~~result ~~Allpoint~~of ~~also~~the ~~provides~~Pandemic) ~~services~~ to ~~organizations~~which ~~that~~we ~~manage~~provided ~~stored-value~~processing ~~debit~~only ~~card~~services ~~programs~~or onvarious ~~behalf~~forms of ~~corporate~~managed ~~entities~~services ~~and~~solutions. ~~governmental~~Under ~~agencies,~~a ~~including~~managed ~~general-purpose~~services arrangement, ~~payroll~~retailers, ~~and~~financial ~~electronic~~institutions, ~~benefits~~and ~~transfer~~ATM ~~(“EBT”)~~distributors ~~cards.~~rely ~~Under~~on ~~these~~us ~~programs,~~to ~~the~~handle ~~issuing~~some ~~organizations~~or ~~pay~~all usof athe ~~fee~~operational ~~per~~aspects ~~issued~~associated ~~stored-value~~with ~~debit~~operating ~~card~~and ormaintaining ~~per~~ATMs, ~~transaction~~typically in ~~return~~exchange for ~~allowing~~a ~~the~~monthly ~~users~~service offee, ~~those~~fee ~~cards~~per ~~surcharge-free~~transaction, ~~access~~or toa ~~the~~fee ~~Allpoint~~per ~~ATM~~service ~~network~~provided.

~~For~~We ~~additional~~own ~~information~~and ~~related~~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 ~~our~~approximately ~~operations~~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 ~~manner~~scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in ~~which~~the U.S. Under Allpoint, we ~~derive~~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, ~~see~~on each transaction performed at one of our ~~Annual~~participating ~~Report~~Allpoint onATMs. ~~Form~~Allpoint 10includes a majority of our Company-Kowned ~~for~~ATMs in the ~~year~~U.S. ~~ended~~and ~~December~~certain ~~31,~~ATMs ~~2019~~in (the ~~“2019~~U.K., ~~Form~~Canada, 10Mexico, and Australia. Allpoint also provides services to organizations that manage stored-Kvalue 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.

~~COVID~~For additional information related to our operations and the manner in which we derive revenues, see our Annual Report on Form 10-19K ~~Update~~ for the year ended December 31, 2020.

OnRecent ~~March~~Trends ~~11, 2020, the respiratory virus commonly known as COVID-19 (the “Pandemic”) was declared a pandemic by the World Health Organization,~~ and by late March 2020, there were confirmed cases and deaths from the Pandemic in each of the countries in which we operate. In response, national and local governments instituted various 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 will remain on protecting the health and well-being 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. Events

45Proposed 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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~~Certain~~It ~~locations,~~is ~~such~~expected ~~as casinos~~that, ~~theme~~subject ~~parks,~~to ~~malls,~~the ~~tourist-focused~~satisfaction ~~ATMs,~~or ~~education~~waiver ~~and~~of ~~other ATM sites were closed for~~ all orrelevant ~~part~~conditions, of the ~~second~~proposed ~~and~~transaction ~~third~~will ~~quarters~~be ofcompleted ~~2020.~~in ~~Many~~mid-year of2021. ~~these~~For ~~locations remain closed to varying degrees as~~ a ~~result~~discussion of ~~the~~certain ~~Pandemic.~~risks Atrelated to the ~~end~~proposed oftransaction ~~September~~with ~~2020~~NCR, ~~closed ATMs,~~ including ~~but~~related ~~not limited~~ to ~~ATMs~~certain atcovenants ~~casinos,~~with ~~theme~~which ~~parks,~~we ~~malls,~~must ~~tourist-focused~~comply ~~ATMs,~~during ~~and~~the ~~education~~pendency ~~locations, represented approximately 5%~~ of ~~our~~the ~~total~~proposed ~~Company-owned ATM fleet~~transaction, ansee ~~improvement~~Part ~~from~~I. 8%Item as1A. ofRisk ~~the~~Factors ~~end~~– ofRisks ~~June~~Associated ~~2020.~~with ~~Due to~~ the ~~Pandemic,~~Proposed weTransaction ~~have~~with ~~experienced~~NCR ~~decreased~~Corporation ~~transaction~~in ~~volumes of varying degrees across our network, depending on~~ the ~~location.~~2020 ~~Although~~Form ~~same~~10-~~store~~K. ~~transactions~~For ~~have~~more ~~continued to improve across most geographies since late March 2020~~information, ~~we expect to continue to~~ see ~~transaction~~our ~~volume~~definitive ~~declines~~proxy ~~year~~statement ~~over~~filed ~~year~~with ~~for~~ the ~~remainder~~SEC ofon ~~2020.~~March ~~The majority of our revenues are transaction volume dependent; therefore~~30, ~~these~~2021 ~~anticipated~~and ~~transaction~~the ~~declines~~supplement ~~are expected~~ to ~~result~~the indefinitive ~~lower~~proxy ~~fourth~~statement ~~quarter~~filed ~~2020~~with ~~revenues compared to~~ the ~~same~~SEC ~~period~~on inApril ~~2019~~27, ~~and may continue to impact our results in future periods beyond 2020~~2021.

InCOVID-19 ~~response~~Update. toOn ~~the~~March ~~Pandemic~~11, we2020, ~~have~~the ~~implemented~~respiratory ~~business~~virus ~~continuity~~commonly ~~plans,~~known ~~with~~as ~~most~~COVID-19 of(the ~~our~~“Pandemic”) ~~employees~~was ~~working~~declared ~~from~~a ~~home~~pandemic ~~since~~by ~~March~~the ~~16,~~World ~~without~~Health ~~issue~~Organization. ~~Certain~~By oflate ~~our~~March ~~employees continue to perform cash delivery~~2020, ~~maintenance~~there ~~and~~were ~~other~~confirmed ~~technical~~cases ~~services on site~~ and atdeaths ~~certain~~from ~~office~~the ~~and~~Pandemic ~~warehouse~~in ~~locations~~each toof ~~ensure~~ the ~~continued~~countries ~~operations~~in ofwhich ~~our~~we ~~ATMs~~operate. WeIn ~~have~~response, ~~also~~throughout ~~implemented~~2020 ~~cost reduction plans~~ and ~~have~~in ~~taken action to manage expenses~~2021, ~~reduce~~national ~~capital spending~~ and ~~have~~local ~~suspended~~governments ~~our~~instituted ~~opportunistic~~various ~~share~~degrees ~~repurchase~~of ~~program~~travel torestrictions ~~optimize~~and ~~cash~~shelter-in-place ~~flow~~orders ~~during~~while ~~the~~generally ~~current~~deeming ~~environment.~~financial Weinstitutions, ~~continue~~grocery tostores, ~~actively~~pharmacies ~~monitor the situation~~ and ~~may~~convenience ~~take~~stores ~~further~~as ~~actions~~“critically ~~that~~essential” ~~could~~in ~~alter~~providing ~~our~~their ~~business~~services ~~operations~~to ascitizens ~~may~~during bethis ~~required~~global byemergency. ~~national,~~Although ~~federal,~~our ~~state~~primary orfocus ~~local~~has ~~authorities~~been orand ~~that~~remains weon ~~determine~~protecting ~~are in~~ the ~~best~~health ~~interests~~and safety of our employees, ~~customers, partners~~ and ~~shareholders. In spite of~~ the ~~transaction~~communities ~~declines that may continue~~ in ~~the~~which ~~remainder~~we ~~of 2020~~operate, we ~~anticipate~~continue ~~generating~~to ~~positive~~coordinate ~~free~~with ~~cash flows after considering~~ our ~~required capital expenditures. See Part I~~partners, ~~Item~~where ~~1. Financial Statements~~possible, ~~Note 9. Long-Term Debt. and Part II, Item 1A - “Risk Factors” - “We are subject~~ to ~~business~~ensure ~~cycles,~~continued ~~seasonality,~~ and ~~other~~seamless ~~outside~~operations ~~factors such as extreme weather, natural disasters or health emergencies, including the recent outbreak~~ of ~~the coronavirus (“COVID-19”) pandemic that has adversely impacted~~ our ~~business, and that may in the future have a material adverse impact on our business~~ATMs.”

~~Other~~Specific ~~Recent~~locations, ~~Trends~~such as casinos, theme parks, malls, tourist-focused ATMs, education facilities and ~~Events~~ 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.

~~Withdrawal~~In ~~transaction~~response ~~and~~to ~~revenue~~the ~~trends~~Pandemic, -we ~~Our~~implemented ~~two~~business ~~largest~~continuity ~~markets~~plans, ~~are~~with ~~the~~most ~~U.S.~~of ~~and~~our Uemployees working from home since March 2020, without issue.K. Some of our employees continue to perform cash delivery, maintenance and other technical services on asite ~~combined~~and ~~basis,~~at ~~these~~certain ~~markets~~office ~~represent~~and ~~approximately~~warehouse ~~80%~~locations to ensure the continued operations of our ~~revenues~~ATMs. ~~Our~~During ~~U.S.~~2020, ~~same-store~~we ~~cash~~also ~~withdrawal~~implemented ~~transactions~~cost ~~increased~~reduction byplans ~~approximately~~and 1%took ~~during~~action to manage expenses, temporarily deferred capital spending and suspended our opportunistic share repurchase program to optimize cash flow. We continue to monitor the ~~three~~situation ~~months~~actively ~~ended~~and ~~September 30~~may take further actions that could alter our business operations as may be required by national, ~~2020~~federal, ~~when~~state, ~~compared~~and/or tolocal ~~same~~authorities ~~period~~or that we determine are in ~~2019.~~the ~~Our~~best Uinterests of our employees, customers, partners and shareholders.K. ~~same-store~~Despite ~~cash~~the ~~withdrawal~~transaction ~~transactions~~declines ~~decreased~~impacted by ~~approximately~~the ~~33%~~Pandemic ~~during~~that ~~the~~may ~~three~~continue ~~months~~in ~~ended~~the ~~September 30~~remainder of 2021, ~~2020~~we ~~when~~anticipate ~~compared~~generating topositive ~~same~~adjusted ~~period~~free cash flows in ~~2019~~2021 after considering our required capital expenditures. InSee ~~both~~Part ~~cases~~I, ~~and~~Item ~~each~~1A. ofRisk ~~our~~Factors - We are subject to business cycles, seasonality, and other ~~jurisdictions~~outside factors such as extreme weather, ~~same~~natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-~~store~~19” ~~transaction~~or ~~results~~the ~~have~~"Pandemic") ~~been~~that has adversely ~~impacted~~affected byour business, and that may in the ~~Pandemic~~future ~~beginning~~have a material adverse impact on our business in ~~mid-March~~the 2020. Form10-K.

~~Following~~Withdrawal ~~the~~transaction ~~momentum~~and werevenue ~~experienced~~trends. inWe ~~the~~present ~~latter~~cash ~~part~~withdrawal oftransaction ~~2019,~~trends weon ~~saw~~ a ~~strong~~comparable ~~start to 2020. In the U.S.~~ATM, ~~our~~or “same-store ~~withdrawal transactions were up 6% from January through mid-March. However~~,” ~~the~~basis ~~Pandemic,~~as ~~and~~supplemental ~~the~~information ~~associated~~for ~~government-mandated restrictions, began to impact transaction volumes starting in the second week of March, with U~~investors.S. Our same-store ~~transaction~~cash ~~volumes~~withdrawal ~~decreasing~~transactions ~~approximately~~include ~~30%-35%~~withdrawal ~~year-over-year~~transactions inon ~~the~~Company-owned ~~latter~~transacting ~~part~~ATMs ofregistering ~~March.~~withdrawals ~~These~~for ~~transaction~~12 ~~declines~~consecutive ~~improved~~months ~~during~~preceding ~~the month of April when we first noted a modest improvement in withdrawal transaction volumes, correlated with higher unemployment benefits~~ and ~~other~~including ~~government~~each ~~stimulus~~quarter ~~programs. The improvement continued throughout the remainder~~ of the ~~second~~fiscal ~~and~~year. ~~third~~Withdrawal ~~quarters~~transactions ofon ~~2020~~ATMs asdeployed ~~the~~under ~~shelter~~managed inservices ~~place~~arrangements ~~restrictions~~are ~~began~~not ~~to ease and consumer activity resumed to varying extents in our markets~~included. In ~~the U.S.~~addition, ~~same-store~~we ~~withdrawal~~also ~~transaction~~may ~~volumes~~make inadjustments ~~the~~to ~~third~~exclude ~~quarter~~ATMs ~~of 2020 were up approximately 1%, as indicated above, but down 3% when locations~~ that ~~remain~~change ~~closed~~formats ~~are included~~(e. ~~Both measures represent a notable improvement from March~~g., ~~The~~change ~~U.K.~~between ~~also~~pay-to-use ~~experienced a notable improvement from late March~~ and ~~early April~~free-to-use). InWe ~~the~~present ~~U.K., during the last week of March through the first week of April, we saw~~ same-store ~~withdrawal~~cash ~~transaction volumes decrease approximately 60-65% year-over-year, consistent with overall market volume. These~~ withdrawal ~~transaction~~transactions ~~declines began~~ to ~~improve~~help ~~later~~us ~~in April~~ and ~~volumes~~our ~~continued~~investors toevaluate ~~improve throughout~~ the ~~remainder~~ongoing ofperformance ~~the second and into the third quarter. U.K. same-store transaction volumes in the third quarter~~ of ~~2020~~our ~~were~~comparable ~~down approximately 33% year-over-year~~ATMs, asincluding ~~indicated above, and down 34% when locations that remain closed are included. Further social gathering restrictions or~~ the ~~introduction~~impact of ~~additional~~the ~~restrictions~~Pandemic inon ~~any or all of~~ our ~~markets would likely adversely impact our transaction volumes~~operations. ~~Conversely,~~Our wemethod ~~would~~of ~~expect~~calculating tosame ~~recover~~store ~~more~~cash ~~transaction~~withdrawal ~~volume~~transactions asis ~~social~~not ~~gathering~~necessarily ~~restrictions~~comparable ~~are~~to ~~reduced~~similarly ortitled ~~removed~~measures inreported ~~each~~by ~~market~~other ~~as we have seen in certain regions~~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 ~~reflect each line~~ as a percentage of total revenues for the periods indicated. Percentages may not add due to rounding.

	Three months ended September 30,								Nine Months Ended September 30,
	Three months ended March 31,
	2020				2019				2020				2019
	2021				2020
	(In thousands, excluding percentages)
Revenues:
ATM operating revenues	$	~~267~~255,~~320~~018	95.72	%	$	~~333~~291,~~384~~799	9495.82	%	$	~~781,998~~	~~95.5~~	%	$	~~959,067~~	~~94.9~~	%
ATM product sales and other revenues	12,~~078~~816		4.38		1814,~~123~~803		54.28		~~37,194~~		~~4.5~~		~~51,531~~		~~5.1~~
Total revenues	~~279~~267,~~398~~834		100.0		~~351~~306,~~507~~602		100.0		~~819,192~~		~~100.0~~		~~1,010,598~~		~~100.0~~
Cost of revenues:
Cost of ATM operating revenues (1)	~~165~~150,~~265~~803		5956.23		~~208~~193,~~860~~630		5963.42		~~510,014~~		~~62.3~~		~~623,099~~		~~61.7~~
Cost of ATM product sales and other revenues	78,~~842~~796		23.83		1412,~~922~~092		43.29		~~27,522~~		~~3.4~~		~~41,148~~		~~4.1~~
Total cost of revenues	~~173~~159,~~107~~599		6259.06		~~223~~205,~~782~~722		6367.71		~~537,536~~		~~65.6~~		~~664,247~~		~~65.7~~
Operating expenses:
Selling, general, and administrative expenses (2)	4042,~~373~~909		1416.40		4642,~~257~~378		13.28		~~115,609~~		~~14.1~~		~~131,912~~		~~13.1~~
Restructuring expenses	21,~~008~~692		0.76		31,~~583~~209		1.0.4		~~6,557~~		~~0.8~~		~~7,046~~		~~0.7~~
Depreciation and accretion expense	33,063		11.8		33,466		9.5		97,346		11.9		99,644		9.9
Acquisition related expenses	1,440		0.5		—		—
Amortization of intangible assets	7,900		2.8		12,404		3.5		25,162		3.1		37,407		3.7
Depreciation and accretion expense	32,285		12.1		32,211		10.5
Loss on disposal and impairment of assets	814		0.3		637		0.2		1,847		0.2		3,101		0.3
Amortization of intangible assets	6,086		2.3		8,413		2.7
Total operating expenses	84,158		30.1		96,347		27.4		246,521		30.1		279,110		27.6
Loss on disposal and impairment of assets	353		0.1		921		0.3
Income from operations	22,133		7.9		31,378		8.9		35,135		4.3		67,241		6.7
Total operating expenses	84,765		31.6		85,132		27.8
Other expenses (income):
Income from operations	23,470		8.8		15,748		5.1
Interest expense, net	11,132		4.0		6,751		1.9		26,362		3.2		20,265		2.0
Other expenses:
Amortization of deferred financing costs and note discount	2,341		0.8		3,377		1.0		10,226		1.2		9,999		1.0
Interest expense, net	10,761		4.0		6,421		2.1
Loss on extinguishment of convertible notes	0		—		—		—		3,018				—		—
Amortization of deferred financing costs and note discount	1,043		0.4		3,486		1.1
Other income	(7,116)		(2.5)		(3,703)		(1.1)		(9,651)		(1.2)		(9,454)		(0.9)
Other expense, net	2,842		1.1		3,829		1.2
Total other expenses	614,~~357~~646		25.35		613,~~425~~736		14.85		~~29,955~~		~~3.7~~		~~20,810~~		~~2.1~~
Income before income taxes	158,~~776~~824		53.63		242,~~953~~012		70.17		~~5,180~~		~~0.6~~		~~46,431~~		~~4.6~~
Income tax expense (benefit)	102,~~049~~951		31.61		4(3,~~086~~737)		(1.2)		~~(4,375)~~		~~(0.5)~~		~~10,780~~		~~1.1~~
Net income	5,~~727~~873		2.02		205,~~867~~749		51.9		~~9,555~~		~~1.2~~		~~35,651~~		~~3.5~~
Net (loss) income attributable to noncontrolling interests	(5)		—		3		—		(10)		—		(3)		—
Net loss attributable to noncontrolling interests	(3)		—		(6)		—
Net income attributable to controlling interests and available to common shareholders	$	5,~~732~~876	2.12	%	$	205,~~864~~755	51.9	%	$	~~9,565~~	~~1.2~~	%	$	~~35,654~~	~~3.5~~	%

(1)Excludes effects of depreciation, accretion, and amortization of intangible assets, of $3332.50 million and $3731.32 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $97.6 million and $112.3 million for the nine months ended September 30,~~ 2020 ~~and 2019~~, 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 12 11.09% and 10.62% for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and 11.9% and 11.1% for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

(2)Includes share-based compensation expense of $54.50 million and $54.36 million for the three months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019, respectively, and $15.0 million and $14.4 million for the nine months ended September 30,~~ 2020 ~~and 2019~~, respectively.

4739

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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 September 30,
	As of March 31,
	2020	% Change		2019
	2021	% Change		2020
Ending number of transacting ATMs(1):
North America	4244,~~766~~021	(30.2)5	%	4443,~~162~~792
Europe & Africa	2220,~~352~~736	(69.67)	%	2322,~~921~~971
Australia & New Zealand	5,~~798~~946	(1811.23)	%	76,~~085~~703
Total Company-owned(2)	70,~~916~~703	(53.78)	%	7573,~~168~~466
North America	1211,~~074~~664	(1412.06)	%	1413,~~032~~351
Europe & Africa	~~169~~126	(2944.07)	%	~~238~~228
Total Merchant-owned	1211,~~243~~790	(1413.2)	%	1413,~~270~~579
Managed Services and Processing:
North America	~~187~~194,~~123~~772	(80.37)	%	~~204~~196,~~145~~196
Australia & New Zealand	1,477	(17.9)	%	1,798
Europe & Africa	151	4.1	%	145
Total Managed services and processing(2)	188,600	(8.4)	%	205,943
Australia & New Zealand	1,321	(21.7)	%	1,687
Total ending number of transacting ATMs	271,759	(8.0)	%	295,381
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 ~~September~~March ~~2020~~2021 and ~~2019~~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 ~~during~~and ~~September~~not ~~2020~~transacting as a result of the Pandemic. The Company estimates, that during the month of ~~September~~March ~~2020~~2021, approximately 1510,~~000~~400 ATMs were not transacting due to the Pandemic including approximately 34,600 ATMs, 12,~~600~~400 ATMs, and 93,~~800~~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 September 30,								Nine Months Ended September 30,
	Three months ended March 31,
	2020			% Change		2019			2020			% Change		2019
	2021			% Change		2020
Average number of transacting ATMs(1):
North America	4243,~~240~~456			(30.36)	%	43,~~668~~702			~~42,565~~			~~(1.7)~~	%	~~43,316~~
Europe & Africa	2120,~~848~~979			(810.83)		23,~~950~~376			~~22,472~~			~~(5.8)~~		~~23,861~~
Australia & New Zealand	5,~~689~~982			(2011.50)		76,~~155~~725			~~5,823~~			~~(22.3)~~		~~7,493~~
Total Company-owned (2)	6970,~~777~~417			(64.76)		7473,~~773~~803			~~70,860~~			~~(5.1)~~		~~74,670~~
North America	11,~~799~~285			(16.23)		1413,~~078~~480			~~11,904~~			~~(15.4)~~		~~14,077~~
Europe & Africa	~~164~~145			~~n/m~~(37.2)		~~269~~231			~~188~~			~~(23.0)~~		~~244~~
Total Merchant-owned	11,~~963~~430			(16.6)		1413,~~347~~711			~~12,092~~			~~(15.6)~~		~~14,321~~
Managed Services and Processing:
North America (3)	184,436			(9.5)		203,781			183,388			7.7		170,336
North America	189,813			(3.4)		196,561
Australia & New Zealand	1,505			(16.8)		1,809			1,596			(9.0)		1,754
Europe and Africa	151					145
Total Managed services and processing (2)	185,941			(9.6)		205,590			184,984			7.5		172,090
Australia & New Zealand	1,397			(19.2)		1,728
Total average number of transacting ATMs	267,681			(9.2)		294,710			267,936			2.6		261,081
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	~~236~~211,~~418~~639			(2219.95)		~~306~~263,~~823~~048			~~693,242~~			~~(25.0)~~		~~923,878~~
Managed services and processing, net	~~346~~341,~~458~~993			~~(24~~5.7)		~~460~~323,~~243~~544			~~925,781~~			~~(14.2)~~		~~1,078,675~~
Total transactions (4)	582,876			(24.0)		767,066			1,619,023			(19.2)		2,002,553
Total transactions (3)	553,632			(5.6)		586,592
Total cash withdrawal transactions (in thousands):
ATM operations (4)	153,010			(24.6)		203,061			445,645			(27.1)		611,095
ATM operations (3)	135,215			(22.0)		173,413
Per ATM per month amounts (excludes managed services and processing):
Cash withdrawal transactions (4)	624			(17.8)		759			597			(21.7)		762
Cash withdrawal transactions (3)	551			(16.6)		661
ATM operating revenues (5)	$	996		(11.9)		$	1,130		$	954		(12.8)		$	1,094
ATM operating revenues (4)	$	935		(8.1)		$	1,017
Cost of ATM operating revenues (5) (6)	631			(13.9)		733			644			(11.7)		729
Cost of ATM operating revenues (4) (5)	565			(18.9)		697
ATM adjusted operating gross profit (5)(6)	$	365		(8.1)	%	$	397		$	310		(15.1)	%	$	365
ATM adjusted operating gross profit (4)(5)	$	370		15.6	%	$	320
ATM adjusted operating gross profit margin	3639.6		%			3531.15		%	~~32.5~~		%			~~33.4~~		%

(1)The average number of transacting ATMs presented above represents an average of the ATMs transacting in the respective months of ~~2020~~2021 and ~~2019~~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 ~~during 2020~~ 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)InTotal ~~May~~transactions, ~~2019~~total cash withdrawal transactions, ~~the~~and ~~Company~~total ~~completed~~cash ~~the~~withdrawal ~~acquisition~~transactions ofper ATM ~~processing~~per ~~contracts~~month ~~providing~~were ~~transaction~~adversely ~~processing~~impacted ~~services~~by ~~for~~the ~~approximately 62~~Pandemic,~~000~~ ~~ATMs~~particularly in the U.K. where average transactions per ATM exceed our Company average.

(4)~~Total~~ATM ~~transactions,~~operating ~~total~~revenues ~~cash~~and ~~withdrawal~~Cost ~~transactions~~of ATM operating revenues relating to managed services, processing, ~~and~~ATM ~~total~~equipment ~~transactions~~sales, ~~per~~and other ATM-related ~~per~~services ~~month~~are ~~were~~not ~~adversely~~included ~~impacted~~in bythis ~~the~~calculation. ~~Pandemic,~~The ~~particularly~~Cost of ATM operating revenues in the ~~U.K.~~three ~~where~~months ~~average~~ended ~~transactions~~March ~~per~~31, ~~ATM~~2021 ~~exceed~~includes ~~our~~business ~~Company~~rate ~~average~~tax recoveries totaling $12.0 million.

(5)~~ATM~~Amounts ~~operating~~presented ~~revenues~~exclude ~~and~~the ~~Cost~~effect of ~~ATM~~depreciation, ~~operating~~accretion, ~~revenues~~and ~~relating~~amortization toof ~~managed~~intangible ~~services~~assets, ~~processing,~~ ~~ATM~~which ~~equipment~~is ~~sales,~~reported ~~and~~separately ~~other~~in ~~ATM-related~~the ~~services~~accompanying ~~are~~Consolidated ~~not~~Statements ~~included~~of ~~in this calculation~~Operations. ~~The~~For ~~Cost~~additional ofinformation, ~~ATM~~see ~~operating~~Item ~~revenues~~1. inFinancial ~~the~~Statements, Note ~~three~~1. General and ~~nine~~Basis ~~months~~of ~~ended~~Presentation ~~September~~– ~~30,~~(c) ~~2020~~Cost ~~include~~of ~~business~~ATM ~~rate~~Operating ~~tax~~Revenues ~~recoveries totaling $11~~Presentation.8 ~~million.~~

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(6)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the 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.

Revenues

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2020

2019

% Change

2020

2019

% Change

2021

2020

% Change

(In thousands, excluding percentages)

North America

ATM operating revenues

~~181~~182,~~330~~959

~~208~~193,~~595~~241

(135.13)

~~539,628~~

~~599,177~~

~~(9.9)~~

ATM product sales and other revenues

109,~~395~~086

1612,~~113~~756

(3528.58)

~~32,133~~

~~44,994~~

~~(28.6)~~

North America total revenues

~~191~~192,~~725~~045

~~224~~205,~~708~~997

(146.78)

~~571,761~~

~~644,171~~

~~(11.2)~~

Europe & Africa

ATM operating revenues

6852,~~293~~835

~~102~~79,~~801~~958

(33.69)

~~195,339~~

~~292,980~~

~~(33.3)~~

ATM product sales and other revenues

13,~~613~~243

1,~~907~~942

~~(15~~67.4)0

~~4,859~~

~~6,123~~

~~(20.6)~~

Europe & Africa total revenues

6956,~~906~~078

~~104~~81,~~708~~900

(3331.25)

~~200,198~~

~~299,103~~

~~(33.1)~~

Australia & New Zealand

ATM operating revenues

19,~~151~~712

2420,~~389~~252

(212.57)

~~51,551~~

~~74,906~~

~~(31.2)~~

ATM product sales and other revenues

70487

~~103~~105

~~(32~~363.0)8

~~202~~

~~414~~

~~(51.2)~~

Australia & New Zealand total revenues

1920,~~221~~199

2420,~~492~~357

(210.58)

~~51,753~~

~~75,320~~

~~(31.3)~~

Eliminations

(~~1,454~~488)

(21,~~401~~652)

(3970.45)

~~(4,520)~~

~~(7,996)~~

~~(43.5)~~

Total ATM operating revenues

~~267~~255,~~320~~018

~~333~~291,~~384~~799

(1912.86)

~~781,998~~

~~959,067~~

~~(18.5)~~

Total ATM product sales and other revenues

12,~~078~~816

1814,~~123~~803

(3313.4)

~~37,194~~

~~51,531~~

~~(27.8)~~

Total revenues

~~279~~267,~~398~~834

~~351~~306,~~507~~602

(2012.56)

~~819,192~~

~~1,010,598~~

~~(18.9)~~

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Three Months Ended ~~September~~March 3031, ~~2020~~2021 Compared to Three Months Ended ~~September~~March 3031, ~~2019~~2020

ATM operating revenues. ATM operating revenues, during the three months ended ~~September~~March 3031, ~~2020~~2021, decreased $6636.18 million, or 1912.86%, compared to the same period of ~~2019~~2020. Absent foreign currency exchange rate movements, ATM operating revenues would have decreased $6844.5 1 million or 2015.51% 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 September 30,
	Three Months Ended March 31,
	2020		2019		Change		% Change
	2021		2020		Change		% Change
	(In thousands, excluding percentages)
North America
Surcharge revenues	$	6961,~~120~~452	$	9081,~~148~~977	$	(2120,~~028~~525)	(2325.30)	%
Interchange revenues	3032,~~903~~160		3531,~~289~~610		~~(4,386)~~550		~~(12~~1.4)7
Bank-branding and surcharge-free network revenues	5661,~~272~~309		5254,~~112~~538		46,~~160~~771		812.04
Managed services and processing revenues	2528,~~035~~038		3125,~~046~~116		(62,~~011)~~922		~~(19~~11.4)6
North America total ATM operating revenues	~~181~~182,~~330~~959		~~208~~193,~~595~~241		(2710,~~265~~282)		(135.13)
Europe & Africa
Surcharge revenues	2716,~~188~~734		4832,~~652~~596		(2115,~~464~~862)		(4448.17)
Interchange revenues	3934,~~151~~135		5144,~~631~~825		(1210,~~480~~690)		(2423.28)
Bank-branding and surcharge-free network revenues	~~397~~280		~~238~~347		~~159~~(67)		66(19.83)
Managed services and processing revenues	1,~~557~~686		2,~~280~~190		(~~723~~504)		(3123.70)
Europe & Africa total ATM operating revenues	6852,~~293~~835		~~102~~79,~~801~~958		(3427,~~508~~123)		(33.69)
Australia & New Zealand
Surcharge revenues	1415,~~720~~203		1915,~~603~~945		(~~4,883~~742)		(244.97)
Interchange revenues	832		1,056		(224)		(21.2)
Managed services and processing revenues	4,509		4,307		202		4.7
Managed services and processing revenues	3,599		3,730		(131)		(3.5)
Australia & New Zealand total ATM operating revenues	19,712		20,252		(540)		(2.7)
Australia & New Zealand total ATM operating revenues	19,151		24,389		(5,238)		(21.5)
Eliminations	(488)		(1,652)		1,164		(70.5)
Eliminations	(1,454)		(2,401)		947		(39.4)
Total ATM operating revenues	$	255,018	$	291,799	$	(36,781)	(12.6)	%
Total ATM operating revenues	$	267,320	$	333,384	$	(66,064)	(19.8)	%

North America. For the three months ended ~~September~~March 3031, ~~2020~~2021, ATM operating revenues in our North America segment decreased $2710.3 million, or 135.13%, compared to the same period of ~~2019~~2020 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 decrease in total revenues was partially offset by growth in ~~the~~ bank-branding and surcharge free network revenues in ~~North~~the ~~America~~U.S., driven by ~~the~~growth ~~addition~~from ofour ~~new~~Allpoint ~~branding~~Network. ~~arrangements~~The ~~and~~ additional ~~revenue~~volume ~~from~~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 ~~September~~March 3031, ~~2020~~2021, ATM operating revenues in our Europe & Africa segment decreased $3427.5 1 million, or 33.69% compared to the same period of ~~2019~~2020. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased by $3630.6 7 million, or 3538.64%, 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) ~~of approximately $10~~.4 ~~million.~~The ~~These~~decline ~~declines~~was ~~were~~ 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.

Australia & New Zealand. For the three months ended September 30, 2020, ATM operating revenues in our Australia & New Zealand segment decreased $5.2 million, or 21.5%, compared to the same period of 2019. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased by $6.0 million, or 24.5%, 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 and interchange revenues. 43

ATM product sales and other revenues. For the three months ended September 30, 2020, ATM product sales and other revenues decreased $6.0 million, or 33.4%, compared to the same period of 2019. The decrease was primarily related to lower equipment sales in the U.S.

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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.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

ATM operating revenues. ATM operating revenues, during the nine months ended September 30, 2020, decreased $177.1 million, or 18.5%, compared to the same period of 2019. Absent foreign currency exchange rate movements, ATM operating revenues would have decreased $172.3 million or 18.0% due to the impacts of the Pandemic that resulted in lower transaction volumes. The decrease in revenue was partially offset by growth in bank-branding and surcharge-free network revenues in North America.

The following table details, by segment, the changes in the various components of ATM operating revenues:

	Nine Months Ended September 30,
	2020		2019		Change		% Change
	(In thousands, excluding percentages)
North America
Surcharge revenues	$	212,359	$	263,492	$	(51,133)	(19.4)	%
Interchange revenues	90,298		103,954		(13,656)		(13.1)
Bank-branding and surcharge-free network revenues	162,514		146,523		15,991		10.9
Managed services and transaction processing revenues	74,457		85,208		(10,751)		(12.6)
North America total ATM operating revenues	539,628		599,177		(59,549)		(9.9)
Europe & Africa
Surcharge revenues	77,256		124,124		(46,868)		(37.8)
Interchange revenues	112,514		161,362		(48,848)		(30.3)
Bank-branding and surcharge-free network revenues	1,102		721		381		52.8
Managed services and processing revenues	4,467		6,773		(2,306)		(34.0)
Europe & Africa total ATM operating revenues	195,339		292,980		(97,641)		(33.3)
Australia & New Zealand
Surcharge revenues	39,008		60,047		(21,039)		(35.0)
Interchange revenues	2,299		3,557		(1,258)		(35.4)
Managed services and transaction processing revenues	10,244		11,302		(1,058)		(9.4)
Australia & New Zealand total ATM operating revenues	51,551		74,906		(23,355)		(31.2)
Eliminations	(4,520)		(7,996)		3,476		(43.5)
Total ATM operating revenues	$	781,998	$	959,067	$	(177,069)	(18.5)	%

North America. For the nine months ended September 30, 2020, ATM operating revenues in our North America segment decreased $59.5 million, or 9.9%, compared to the same period of 2019 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 decrease in revenues was partially offset by growth in the bank-branding and surcharge free network revenues in North America, driven by the addition of new branding arrangements and additional revenue from our Allpoint Network.

Europe & Africa. For the nine months ended September 30, 2020, ATM operating revenues in our Europe & Africa segment decreased $97.6 million, or 33.3%, compared to the same period of 2019, primarily due to the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge and interchange revenues as well as managed services and processing revenues. The travel restrictions associated with the Pandemic resulted in a decrease in dynamic currency conversion revenues (recognized within surcharge revenues) of approximately $19.6 million. Foreign currency exchange rate movements had an insignificant impact on results during the period. The decline was partially offset by an increase in revenues in South Africa attributable to an increase in the number of transacting ATMs.

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Australia & New Zealand. For the nine months ended September 30, 2020, ATM operating revenues in our Australia & New Zealand segment decreased $23.4 million, or 31.2%, compared to the same period of 2019. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased 21.8 million, or 29.1% 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 and interchange revenues as well as lower managed services and processing revenues.

ATM product sales and other revenues. For the nine months ended September 30, 2020, ATM product sales and other revenues decreased $14.3 million, or 27.8%, compared to the same period of 2019. The decrease was primarily related to lower equipment sales in the U.S. and lower ATM servicing fees in the U.K.

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 September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2020

2019

% Change

2020

2019

% Change

2021

2020

% Change

(In thousands, excluding percentages)

North America

Cost of ATM operating revenues

~~120~~113,~~292~~368

~~134~~128,~~313~~838

(1012.40)

~~360,976~~

~~391,588~~

~~(7.8)~~

Cost of ATM product sales and other revenues

76,~~113~~809

1311,~~902~~065

(4838.85)

~~25,496~~

~~37,699~~

~~(32.4)~~

North America total cost of revenue

~~127~~120,~~405~~177

~~148~~139,~~215~~903

(14.01)

~~386,472~~

~~429,287~~

~~(10.0)~~

Europe & Africa

Cost of ATM operating revenues

3223,~~221~~869

5951,~~656~~790

(4653.09)

~~115,647~~

~~184,752~~

~~(37.4)~~

Cost of ATM product sales and other revenues

~~594~~1,506

~~821~~844

~~(27~~78.6)4

~~1,614~~

~~2,677~~

~~(39.7)~~

Europe & Africa total cost of revenues

3225,~~815~~375

6052,~~477~~634

(4551.78)

~~117,261~~

~~187,429~~

~~(37.4)~~

Australia & New Zealand

Cost of ATM operating revenues

13,~~816~~832

1714,~~065~~093

(191.09)

~~36,757~~

~~53,768~~

~~(31.6)~~

Cost of ATM product sales and other revenues

~~135~~481

~~199~~183

~~(32~~162.2)8

~~412~~

~~772~~

~~(46.6)~~

Australia & New Zealand total cost of revenues

1314,~~951~~313

1714,~~264~~276

~~(19~~0.2)3

~~37,169~~

~~54,540~~

~~(31.9)~~

Corporate total cost of revenues

~~390~~222

~~368~~561

6(60.04)

~~1,154~~

~~995~~

~~16.0~~

Eliminations

(~~1,454~~488)

(21,~~542~~652)

(4270.85)

~~(4,520)~~

~~(8,004)~~

~~(43.5)~~

Cost of ATM operating revenues

~~165~~150,~~265~~803

~~208~~193,~~860~~630

(2022.91)

~~510,014~~

~~623,099~~

~~(18.1)~~

Cost of ATM product sales and other revenues

78,~~842~~796

1412,~~922~~092

(4727.43)

~~27,522~~

~~41,148~~

~~(33.1)~~

Total cost of revenues

~~173~~159,~~107~~599

~~223~~205,~~782~~722

(22.64)

~~537,536~~

~~664,247~~

~~(19.1)~~

53Three 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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Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

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 September 30, 2020 decreased $43.6 million, or 20.9%, compared to the same period of 2019. Absent foreign currency exchange rate movements, our Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) decreased $44.7 million, or 21.4%. 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 across all of our segments related to our restructuring activities and workforce reductions. The decrease is also attributable to the recovery of previously paid business rate taxes in the U.K., discussed below.

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 September 30,

Three Months Ended March 31,

2020

2019

Change

% Change

2021

2020

Change

% Change

(In thousands, excluding percentages)

North America

Merchant commissions

5446,~~568~~216

6660,~~620~~811

(1214,~~052~~595)

(1824.10)

Vault cash rental

11,~~040~~006

11,~~981~~314

(~~941~~308)

(72.97)

Other costs of cash

1617,~~091~~522

1516,~~577~~054

~~514~~1,468

39.31

Repairs and maintenance

14,~~887~~606

13,~~409~~473

1,~~478~~133

118.04

Communications

3,~~396~~318

3,~~445~~424

(49106)

(13.41)

Transaction processing

1,~~227~~250

21,~~695~~731

(~~1,468~~481)

(5427.58)

Employee costs

8,~~282~~775

78,~~914~~730

~~368~~45

40.65

Other expenses

10,~~801~~675

1213,~~672~~301

(12,~~871~~626)

(1419.87)

North America total cost of ATM operating revenues

~~120~~113,~~292~~368

~~134~~128,~~313~~838

(1415,~~021~~470)

(1012.40)

Europe & Africa

Merchant commissions

1511,~~086~~790

2319,~~962~~311

(87,~~876~~521)

(3738.09)

Vault cash rental

32,~~211~~989

3,~~685~~525

(~~474~~536)

(1215.92)

Other costs of cash

42,~~968~~905

4,~~921~~724

47(1,819)

1(38.05)

Repairs and maintenance

2,~~798~~413

3,~~347~~178

(~~549~~765)

(1624.41)

Communications

2,~~623~~716

2,~~699~~613

~~(76)~~103

(23.8)9

Transaction processing

31,~~733~~452

53,~~678~~945

(12,~~945~~493)

(3463.32)

Employee costs

8,~~029~~130

109,~~187~~217

(21,~~158~~087)

(2111.28)

Other expenses

(8,~~227~~526)

5,~~177~~277

(13,~~404~~803)

(~~258~~261.96)

Europe & Africa total cost of ATM operating revenues

3223,~~221~~869

5951,~~656~~790

(27,~~435~~921)

(4653.09)

Australia & New Zealand

Merchant commissions

7,~~226~~505

97,~~629~~512

(~~2,403~~7)

(~~25.~~0.1)

Vault cash rental

~~1,193~~848

1,~~568~~306

(~~375~~458)

(2335.91)

Other costs of cash

1,~~240~~316

1,~~537~~240

~~(297)~~76

~~(19~~6.3)1

Repairs and maintenance

1,~~632~~829

1,~~616~~631

16198

112.01

Communications

~~461~~475

~~610~~418

~~(149)~~57

~~(24~~13.4)6

Transaction processing

~~482~~242

~~577~~612

(95370)

(1660.5)

Employee costs

1,~~134~~189

~~1,105~~923

29266

228.68

Other expenses

~~448~~428

~~423~~451

25(23)

(5.91)

Australia & New Zealand total cost of ATM operating revenues

13,~~816~~832

1714,~~065~~093

(~~3,249~~261)

(191.09)

Corporate

~~390~~222

~~368~~561

22(339)

6(60.04)

Eliminations

(~~1,454~~488)

(21,~~542~~652)

1,~~088~~164

(4270.85)

Total cost of ATM operating revenues

~~165~~150,~~265~~803

~~208~~193,~~860~~630

(4342,~~595~~827)

(2022.91)

54North 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.

Table of Contents

~~North~~Europe ~~America.~~& Africa. For the three months ended ~~September~~March 3031, ~~2020~~2021, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of ~~intangible~~intangibles assets) in our ~~North~~Europe ~~America~~& Africa segment decreased by $1427.0 9 million, or 1053.49%, compared to the same period of ~~2019~~2020, including a $1. 7 million unfavorable impact of foreign currency exchange rate movements. This ~~decline~~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 ~~lower~~the ~~operating~~closure ~~costs~~of ~~resulting~~certain ~~from~~cash management and office facilities as part of our restructuring activities, ~~implemented~~primarily ~~during~~in the ~~second~~U.K., ~~quarter~~and oflower ~~2020.~~employee ~~The~~costs ~~decrease~~due ~~was~~to workforce reductions partially ~~offset~~in byresponse anto ~~increase~~the Pandemic. In addition, in ~~other~~May ~~cost~~2020, ofthe ~~cash~~U.K. ~~related~~Supreme Court eliminated our obligation to ~~higher~~pay ~~armored~~business ~~costs~~rate taxes to ~~ensure~~certain local authorities that resulted in net cash ~~availability~~recoveries ~~and~~of ~~higher~~$12.0 million ~~repair~~related ~~and~~to ~~maintenance~~previous ~~costs~~periods, ~~driven~~which byis anreflected ~~increase~~as a cost reduction in ~~company-owned~~the ~~ATMs~~Other ~~utilizing~~expenses ~~third-party~~line ~~maintenance~~within the Cost of ATM operating revenues, ~~including~~as anwell ~~increase~~as the ongoing reduction in business rate tax expense during the ~~number~~three ofmonths ~~full~~ended ~~function~~March ~~ATMs~~31, 2021, compared to the same period of 2020.

~~Europe~~Australia & ~~Africa~~New Zealand. For the three months ended ~~September~~March 3031, ~~2020~~2021, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our ~~Europe~~Australia & ~~Africa~~New Zealand segment decreased by $270.4 3 million, or

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