Cardtronics Inc. Annual Report 2019

FY2019 Annual Report · Cardtronics Inc.

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Table of Contents

(Mark One)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019

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
(State or other jurisdiction of

incorporation or organization)

2050 West Sam Houston Parkway South, Suite 1300

Houston Texas

(Address of principal executive offices)

98-1304627
(I.R.S. Employer

Identification No.)

77042
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, nominal value $0.01 per share

CATM

The NASDAQ Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes

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

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 during the preceding twelve months (or for such shorter period that the registrant was required to submit such files). Yes

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

Smaller reporting company

Accelerated filer

Non-accelerated filer

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 Act). Yes

Aggregate market value of common shares held by non-affiliates as June 28, 2019, the last business day of the registrant’s most recently completed second

fiscal quarter, based on the reported last sale price of common shares on that date: $1,247,016,838.

Number of shares outstanding as of February 27, 2020: 44,914,118 Ordinary Shares, nominal value $0.01 per share.

Portions of our definitive proxy statement for the 2020 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within
120 days of December 31, 2019, are incorporated by reference into Part III of this Annual Report on Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

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CARDTRONICS PLC

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

PART I

Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

PART II

Item 5.

Item 6.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

PART III

Item 10.

Item 11.

Item 12.
Item 13.

Item 14.

PART IV

Item 15.

Item 16.

Signatures

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Selected Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Directors, Executive Officers and Corporate Governance

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Exhibits and Financial Statement Schedules

Form 10-K Summary

Page

130

132

133

134

139

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

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for the year ended December 31, 2019 (this “2019 Form 10-K”) 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:

•

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•

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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 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 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 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;
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.

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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 this 2019 Form 10-K. 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 2019 Form 10-K. Except as required
by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements publicly after the
date they are made, whether as a result of new information, future events, or otherwise.

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PART I

ITEM 1. BUSINESS

Overview

Cardtronics plc provides convenient automated consumer financial services through its global network of automated teller
machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2019, we were
the world’s largest ATM owner/operator, providing various services to approximately 285,000 ATMs globally.

During 2019, approximately 64% of our revenues were derived from our operations in North America (including our ATM
operations in the U.S., Canada, and Mexico), approximately 29% of our revenues were derived from our operations in Europe and
Africa (including our ATM operations in the U.K., Ireland, Germany, Spain, and South Africa), and approximately 7% of our
revenues were derived from our operations in Australia and New Zealand. As of December 31, 2019, we owned and operated
approximately 74,000 ATMs, many located in well-known retail locations across our markets. These company-owned ATMs
accounted for approximately 87% of our total ATM operating revenues during 2019.

Also included within our network as of December 31, 2019 were approximately 198,000 ATMs to which we provided
processing services or various forms of managed services solutions. Under a managed services arrangement, retailers, financial
institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and
maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, a fee per service provided, or a combination
of these fees.

We provide various ATM-based financial services at retail locations and other high-traffic locations, such as shopping malls,
airports, train stations, and casinos. In doing so, we provide our retail partners with a compelling automated financial services
solution that helps attract and retain customers. We also partner with financial institutions and other providers of consumer financial
services to enable convenient and fee-free access to our ATMs via our surcharge-free solutions. Finally, we provide managed
service ATM solutions for retailers and financial institutions with a complete range of service offerings related to ATMs, including
electronic funds transfer (“EFT”) transaction processing services, along with many other ATM-related services, depending on the
needs of the customer.

We generally operate ATMs under three arrangement types with our retail partners: Company-owned ATM placements,
merchant-owned ATM placements, and managed services (which includes transaction processing services). Under Company-
owned arrangements, we provide the physical ATM and are typically responsible for all aspects of the ATM’s operations, including
transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical
maintenance. Under merchant-owned arrangements, the retail merchant, financial institution or an independent distributor owns
the ATM and is usually responsible for providing cash and performing simple maintenance tasks, while we generally provide more
complex maintenance services, transaction processing, and connection to the EFT networks. We also offer various forms of managed
services depending on the needs of our customers. Each managed service arrangement is a customized ATM management solution
that can include any combination of the following services: monitoring, maintenance, cash management, cash delivery, customer
service, transaction processing, and other types of related services. As of December 31, 2019, approximately 26% of our ATMs
operated were Company-owned, and approximately 74% of our ATMs were merchant-owned or operated under a managed services
solution. Each of the arrangement types described above are attractive to us and we plan to continue growing our revenues under
each arrangement type.

In addition to our retail merchant relationships, we also partner with leading financial institutions to brand selected ATMs
within our network, including but not limited to BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”), Citizens
Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNC Bank, N.A.
(“PNC Bank”), Santander Bank, N.A. (“Santander”), TD Bank, N.A. (“TD Bank”), United Services Automobile Association
("USAA") in the U.S.; BMO Bank of Montreal (“BMO”), the Bank of Nova Scotia (“Scotiabank”), Canadian Imperial Bank
Commerce (“CIBC”), and TD Bank in Canada; the Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in
Australia; and Capitec Bank ("Capitec"), Mercantile Bank ("Mercantile") and Old Mutual ("Old Mutual") in South Africa. In
Mexico, we partner with Scotiabank and Banco Multiva by putting their brands on our ATMs in exchange for certain services
provided by them. As of December 31, 2019, approximately 21,000 of our ATMs were under a bank-branding contract with
approximately 500 financial institutions to place their logos on the ATMs and to provide convenient surcharge-free access for their
banking customers. We also provide managed service offerings for financial institutions, which generally include full outsourcing
of a portion or all of the financial institution's ATMs.

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We also own and operate the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the number
of participating ATMs). Allpoint, with approximately 58,000 participating ATMs, provides surcharge-free ATM access to nearly
1,200 participating credit unions, banks, digital banks, financial technology companies, and stored-value debit card issuers that
are principally located in North America. For participants, Allpoint provides scale, density, and convenience of surcharge-free
ATMs that surpasses the largest banks in the U.S. In exchange, Allpoint earns a fixed monthly fee per cardholder and/or a fixed
fee per transaction that is paid by participants. Allpoint includes a majority of our Company’s ATMs in the U.S., and certain ATMs
in the U.K., Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit card
programs on behalf of corporate entities and governmental agencies, including general-purpose, payroll, and electronic benefits
transfer (“EBT”) cards. Under these programs, the issuing organizations pay us a fee per issued stored-value debit card or per
transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s ATM network.

Our revenues are generally recurring in nature and historically have been mainly derived from convenience transaction fees,
which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s
financial institution or card issuer for the use of the ATMs serving their customers and connectivity to the applicable 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 Allpoint, (ii) fees for bank-branding ATMs and providing financial institution cardholders with
surcharge-free access, (iii) revenues earned by providing managed services (including transaction processing services) solutions
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 and ATM-related equipment and other ancillary services.

Our Strategy

Our strategy is to leverage the expertise, scale, and network we have built in our largest markets and to continue to expand
in those markets. We believe there are significant growth opportunities for our business as the consumer financial services industry
transforms with new consumer payment options, changes in consumer payments behavior and the evolution of traditional retail
banking. These dynamics and trends have caused banks to continue to reduce their physical branch locations across the markets
in which we operate, making our ATMs more attractive as digital-to-physical solutions for the customers of both traditional banks
and new emerging consumer financial services companies. With our significant network of ATM locations, comprehensive
solutions, extensive expertise, and operating history, we believe we can provide value to consumer financial services organizations
of all sizes and grow our revenues and profits.

We plan to drive additional transactions at our existing ATMs by making them increasingly attractive to use by banks and
their customers by promoting the convenience of our network and offering additional services and capabilities. We also intend to
expand our capabilities and service offerings to financial institutions and digital financial service providers, with whom we are
seeing increasing demand for outsourcing of ATM-related services, including, in some cases, management of in-branch ATMs.
Additional demand for our products and services is, in part, being driven by banks reducing the number of physical branches they
operate and bank initiatives to lower their operating and capital costs. Furthermore, many start-up or challenger banks and providers
of consumer financial services are increasingly valuing our convenient ATM network to provide physical cash-related services to
their customers. Additionally, we seek to deploy additional products and services that will further incentivize consumers to utilize
our network of ATMs. We also plan to continue partnering with leading financial institutions and retailers to expand our network
of conveniently located ATMs. In the future, we may seek to diversify our revenues beyond the services provided by our ATMs.
We seek to capitalize on opportunities to expand our operations through the following efforts:

Expand our relationships with leading financial institutions. Through our extensive network of ATMs as well as our diverse
product and service offerings, we believe we can provide financial institution customers with convenient solutions to fulfill their
growing ATM and automated consumer financial services requirements. Services currently offered to financial institutions include
bank-branding, deposit solutions, surcharge-free access provided to their cardholders, managed services for their ATM portfolios
and on-screen marketing and content management. Our EFT transaction processing platforms enable us to provide customized
control over the content of the information appearing on the screens of our ATMs and ATMs we process for financial institutions,
which increases the types of products and services we are able to offer to financial institutions. We also plan to continue growing
the number of ATMs and financial institutions participating in our Allpoint network, which drives higher transaction volumes and
profitability on our existing ATMs and increases our value to the retailers where our ATMs are located through increased foot
traffic at their stores. We are seeing increasing demand from financial institutions for the outsourcing of ATM-related services, as
recent industry trends have caused many banks to reduce their physical footprints and transform their existing branches to focus
less on human tellers and increasingly utilize automation, through ATMs and other digital channels, for serving their customers.

Work with non-traditional financial institutions and card issuers to further leverage our extensive ATM network. We believe
there are opportunities to develop or expand relationships with non-traditional financial institutions and card issuers, such as
reloadable stored-value debit card issuers, digital-only balances held by consumers, and alternative payment networks, which are
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seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Additionally,
we believe that many of the stored-value debit card issuers in the U.S. can benefit by providing their cardholders with access to
our ATM network on a discounted or free-to-use basis. For example, through our Allpoint network, we have sold access to our
ATM network to issuers of stored-value debit cards to provide their cardholders with convenient, surcharge-free access to cash.
Additionally, challenger digital banks and providers of consumer financial services that lack a physical branch or ATM network
of their own have partnered with us to provide their customers with convenient and free access to ATM services.

Increase transaction levels at our existing locations. We believe there are opportunities to increase the number of transactions
that are occurring today at our existing ATM locations. On average, only a small fraction of the individuals that enter our retail
customers’ locations utilize our ATMs. In addition to our existing initiatives that tend to drive additional transaction volumes to
our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive
incremental transactions to our existing ATM locations. We also operate and continue to develop programs to steer cardholders of
our existing financial institution partners and members of our Allpoint network to visit our ATMs in convenient retail locations.
These programs may include incentives to cardholders, such as coupons and rewards, that influence customers to visit our ATMs
within our existing retail footprint. We also continue to invest in data analytics to better understand the usage patterns of our ATMs
to help us identify opportunities for growth. We also include growth in transaction volumes as an incentive compensation metric
for our relationship managers to help drive discussions with our existing financial institution partners to implement programs to
drive their customers toward our ATMs. While we are in various stages of developing and implementing many of these programs,
we believe that these programs, when properly structured, benefit multiple constituents, (i.e., retailers, financial institutions, and
cardholders), in addition to driving increased transaction volumes to our ATMs, creating a synergistic network.

Increase our number of deployed ATMs with existing and new merchant relationships. Certain of our retail customers continue
to expand the number of active store locations they operate, either through acquisitions or through new store openings, thus
providing us with additional ATM deployment opportunities. Additionally, we seek opportunities to deploy ATMs with new retailers,
including retailers that currently do not have ATMs, as well as those that have existing ATM programs, but that are looking for a
new ATM provider. We believe our expertise, broad geographic footprint, strong record of customer service, and significant scale
positions us to successfully market to and enter into long-term contracts with additional leading merchants.

Develop and provide additional services at our existing ATMs. The majority of our ATMs in service currently offer only cash
dispensing and other simple transactions, such as balance inquiries. We believe that there are opportunities to offer additional
automated consumer financial services at our ATMs, such as cash and check deposit, cardless cash access, and other products
which could provide a compelling and cost-effective solution for financial institutions and stored-value debit card issuers looking
to provide convenient and broader financial services to their customers at well-known retail locations. During 2019, we installed
nearly one thousand deposit-taking ATMs in select markets throughout the United States and reached agreements with several
financial institutions to provide their customers with access to these deposit-taking ATMs. We also allow advertisers to place their
messages on our ATMs equipped with on-screen advertising software in the U.S., Canada, and the U.K. Offering additional services
at our ATMs, such as advertising or cardless cash access, allows us to create new revenue streams from assets that have already
been deployed in addition to providing value to our customers through beneficial offers and convenient services. We are focused
on developing additional products and services that can be delivered through our existing ATM network.

Pursue additional managed services opportunities. Over the last several years, we expanded the number of ATMs that are
operated under managed services arrangements. Under these arrangements, retailers and financial institutions generally pay us a
fixed management fee per ATM and/or a fixed fee per transaction in exchange for handling some or all of the operational aspects
associated with operating and maintaining their own ATMs. Surcharge and interchange fees under these arrangements are generally
earned by the retailer or the financial institution rather than by us. As a result, in this arrangement type, our revenues are partially
protected from fluctuations in transaction levels of these ATMs and changes in network interchange rates. We continue to pursue
additional managed services opportunities with leading merchants and financial institutions in the markets in which we operate.

Additionally, we may grow in other markets and potentially expand into new international markets over time in order to
enhance our position as a leading global provider of automated consumer financial services. For additional information related to
items that may impact our strategy, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations - Developing Trends and Recent Events.

Our Products and Services

Under our Company-owned arrangement type, we typically provide all of the services required to operate ATMs, which include
monitoring, maintenance, cash management, customer service, and transaction processing. We believe our customers, including
our retail and financial institution customers, value our high level of service, industry expertise, and established operating history.
In connection with the operation of our ATMs under our traditional ATM services model, we earn revenue on a per transaction
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basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged
to cardholders’ financial institutions for processing the transactions conducted on our ATMs. As further described below, we also
earn revenues on these ATMs from branding with certain financial institutions and from our surcharge-free network, Allpoint. The
Company-owned arrangement currently accounts for approximately 87% of our total ATM operating revenues.

Under our merchant-owned arrangement type, we typically provide transaction processing services, certain customer support
functions, and settlement services. We generally earn interchange revenue on a per transaction basis in this arrangement. In some
cases, the surcharge is earned completely by the merchant, in which case our revenues are derived solely from interchange revenues.
In other arrangements, we also share a portion of the surcharge revenues.

For ATMs under managed services arrangements (including transaction processing arrangements), we typically receive a fixed
monthly management fee and/or a fixed fee per transaction in return for providing the agreed-upon service or suite of services.
We do not generally receive surcharge and interchange fees in these arrangements, but rather those amounts are earned by our
customer.

We also earn revenues from other services at our ATMs, such as DCC fees, on-screen advertising, and other transaction-based

fees across our various arrangement types.

The following table summarizes the number of ATMs under our various arrangement types as of December 31, 2019:

Number of ATMs at period end

Percentage of Total ATMs

Percentage of ATM Operating Revenue

ATM Operations

Merchant -
Owned,
Managed
Services
and
Processing

Total

Company -
Owned

74,482

212,291

286,773

26%

87%

74%

13%

100%

We have found that the primary factor affecting transaction volumes at a given ATM is its location. Therefore, our strategy
in deploying ATMs, particularly those placed under Company-owned arrangements, is to identify and deploy ATMs at locations
that provide high visibility and high retail transaction volume. Our experience has demonstrated that the following locations often
meet these criteria: convenience stores, gas stations, grocery stores, drug stores, transportation hubs (e.g., airports and train stations),
casinos, and other major regional and national retail outlets.

We have entered into multi-year agreements with many well-known merchant retailers, including Bi-Lo Holdings, LLC, Circle
K Procurement and Brands Limited (“Couche-Tard”), Cumberland Farms, Inc., CVS Caremark Corporation (“CVS”), HEB Grocery
Company, L.P., The Kroger Co., The Pantry, Inc., Rite Aid Corporation, Safeway, Inc., Speedway LLC (“Speedway”), Target
Corporation, and Walgreens Boots Alliance, Inc. (“Walgreens”) in the U.S., BP p.l.c., BT Group plc, Co-operative Food (“Co-op
Food”), Martin McColl Ltd., Royal Dutch Shell plc, Southern Railway Ltd., Tates Ltd., Waitrose Ltd., and Welcome Break Holdings
Ltd. in the U.K.; 7-Eleven, Inc. in Canada and Australia as well as Coles Supermarket Australia Pty Ltd. in Australia; Massmart
Holdings Ltd. and Shoprite Holdings Ltd. in South Africa; and Total in Germany.

We generally operate our ATMs under multi-year contracts that provide a recurring and stable source of revenue and typically
have an initial term of approximately five years. For the year ended December 31, 2019, the Company’s top five merchant customers
were Co-op Food, Couche-Tard, CVS, Speedway, and Walgreens. No individual customer accounted for more than 6% of the
Company’s total revenue in 2019. Together these merchant customers accounted for approximately 22% of our total revenues and
had a weighted average remaining life of approximately 3.5 years. For additional information related to the risks associated with
our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small
number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or
more of our top merchants were to cease doing business with us, or substantially reduce their dealings with us, could cause our
revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

Additionally, we enter into arrangements with financial institutions to brand selected Company-owned ATMs with their logos.
These bank-branding arrangements allow a financial institution to expand its geographic presence for less than the cost of building
a branch location or placing one of its own ATMs at a new location and can also rapidly increase the bank's number of branded

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ATM sites and improve its competitive position. Under these arrangements, the financial institution’s customers have access to
use the bank-branded ATMs without paying a surcharge fee to us. In return, we typically receive a fixed management fee per ATM
from the financial institution, while retaining our standard fee schedule for other cardholders using the bank-branded ATMs. In
addition, our bank-branded ATMs typically earn higher interchange revenue as a result of the increased usage of our ATMs by the
branding financial institution’s customers and others who prefer to use a bank-branded ATM. In some instances, we have branded
an ATM with more than one financial institution. We intend to continue pursuing additional bank-branding arrangements as part
of our growth strategy.

In addition to our bank-branding arrangements, we offer credit unions, banks, digital banks, and stored-value debit card issuers
and other providers of consumer financial services another type of surcharge-free solution to their customers through our Allpoint
surcharge-free ATM network. Under Allpoint, participants pay us a fixed monthly fee per cardholder and/or a fixed fee per
transaction in exchange for us providing their cardholders with surcharge-free ATM access to approximately 58,000 participating
ATMs in Allpoint, which includes ATMs throughout the U.S., the U.K., Canada, Mexico, and Australia. We also earn interchange
revenues on each transaction performed, which is paid to us by the consumer’s financial institution. We believe Allpoint is an
attractive option for providers of consumer financial services of all sizes to provide convenient consumer ATM-related services.

For additional information related to the amount of revenue contributed by our various service offerings, see Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Components of Revenues, Costs of
Revenues, and Expenses - Revenues.

Segment and Geographic Information

We operate in three segments: North America, Europe & Africa, and Australia & New Zealand. Our North America segment
includes ATM operations in all 50 states in the U.S., Puerto Rico, Canada, and Mexico, and accounted for approximately 64% of
our total revenues for the year ended December 31, 2019. Our Europe & Africa segment includes our ATM operations in the U.K.,
Ireland, Germany, Spain, and South Africa, and accounted for approximately 29% of our total revenues for the year ended
December 31, 2019. Our Australia & New Zealand segment includes ATM operations in Australia and New Zealand and accounted
for approximately 7% of our total revenues for the year ended December 31, 2019. 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.

For financial information including revenues, earnings, and total assets of our reporting segments, see Part II. Item 8. Financial
Statements and Supplementary Data, Note 22. Segment Information. For additional information related to the risks associated with
our international operations, see Item 1A. Risk Factors - We operate in many sovereign jurisdictions across the globe and expect
to continue to grow our business in new regions. Operating in different countries involves special risks, which could result in a
reduction of our gross and net profits.

Sales and Marketing

Our sales and marketing teams are typically organized by customer type across retail and financial industries. We have teams
focused on developing new relationships with national, regional, and local merchants, as well as building and maintaining
relationships with our existing merchants and ATM distributors. In addition, we have sales and marketing teams focused on
developing and managing our relationships with financial institutions, financial technology companies, and stored-value debit
card issuers as we look to expand the types of services that we offer to such organizations. Our sales and marketing teams also
focus on identifying potential managed services opportunities with financial institutions and retailers alike. We maintain sales
teams in each of the geographic markets in which we currently operate.

In addition to targeting new business opportunities, our sales and marketing teams support our customer retention and growth
initiatives by building and maintaining relationships with our existing merchants. We seek to identify growth opportunities within
merchant accounts by analyzing ATM cardholder patterns and recommending programs that will tend to increase transaction
volumes. We also analyze foot traffic and various demographic data to determine the best opportunities for new ATM placements,
as well as the potential drivers for increasing same-store ATM transactions that will positively impact merchant store sales.
Employees who focus on sales are typically compensated with a combination of incentive-based compensation and base salary.

Technology and Operations

Our technology and operations platforms consist of ATMs, central transaction processing systems, network infrastructure
components, (including hardware, software, and telecommunication circuits used to provide real-time ATM monitoring, software
distribution, and transaction processing services), cash management and forecasting software tools, customer service, information
9

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security, and ATM management infrastructure. In most of our markets, except for our U.K. operations, a portion of our operations
are outsourced to other providers, particularly with respect to physical cash delivery and physical maintenance services. Inclusive
of both our internal capabilities and our partnerships, we offer end-to-end ATM service solutions for our retailer and financial
partners, which we believe is a competitive advantage.

Transaction processing. We place significant emphasis on providing quality service with a high level of security and minimal
interruption. We have carefully selected support vendors and systems, as well as developed internal professional staff to optimize
the performance of our network. We operate our own EFT transaction processing platforms, which enables us to process and
monitor transactions on our ATMs and to control the flow and content of information appearing on the screens of such ATMs. We
have also implemented new products and services, such as dynamic currency conversion.

Internal systems. Our internal systems, including our EFT transaction processing platforms, include multiple layers of security
to help protect the systems from unauthorized access. We use hardware-based and software-based security features to prevent and
report unauthorized access attempts to our systems. We operate user authentication and security measures at multiple levels. These
systems are protected by detailed security rules only to allow appropriate access to information based on the employee’s job
responsibilities. Changes to systems are controlled by policies and procedures, with automatic prevention and reporting controls
that are placed within our processes. Our real-time connections to the various financial institutions’ authorization systems that
allow withdrawals, deposits, balance inquiries, transfers, and advanced functionality transactions are accomplished through
gateway relationships or direct connections. We use commercially-available and proprietary software that monitors the performance
of the ATMs in our network, including details of transactions at each ATM and expenses relating to the ATMs, further allowing
us to monitor our online availability and financial profitability at each location. We analyze transaction volume and profitability
data to determine whether to continue operating at a given site, to determine how to price various operating arrangements with
merchants and bank-branding partners, and to create a profile of successful locations to assist us in deciding the best locations for
additional deployments.

Product development. In recent years, we have made investments to develop new technology which we anticipate will drive
transaction volume at our ATMs. We have a product development team focused on improving existing products and services as
well as delivering new capabilities that generally leverage our existing platform. Internal product development is an increasing
focus for us, and we expect, over time, our product development will drive revenue growth. Examples of recent and continued
product development include dynamic currency conversion at the ATM, promotional consumer offers, deposit enablement for
multiple financial institutions, cardless cash access via a mobile phone and the ability to convert stored value digital currency into
cash and cash into stored value digital currency at the ATM. A number of products are currently in various stages of development,
pilot, and rollout.

ATM cash management. Our ATM cash management function uses commercially-available software and proprietary analytical
models to determine the necessary fill frequency and cash load amount for each ATM. We project vault cash requirements for our
Company-owned and cash-serviced ATMs, taking into consideration the ATM's location, the day of the week, the timing of holidays,
and other factors such as specific events occurring in the vicinity of the ATM. After receiving a cash order from us, the vault cash
provider forwards the request to its vault location nearest to the applicable ATM. Personnel at the vault location then arrange for
the requested amount of cash to be set aside and made available for the designated armored courier to access and subsequently
transport to the ATM. Our ATM cash management department utilizes data from the vault cash providers, internally-produced
data, and a proprietary methodologies to confirm daily orders, audit delivery of cash to armored couriers and ATMs, monitor cash
balances for cash shortages, coordinate and manage special cash orders, and audit costs from both armored couriers and vault cash
providers. In the U.K., we operate our own armored courier operation which services the majority of our ATMs in the U.K.

Customer service. We believe one of the factors that differentiates us from our competitors is our customer service and proactive
approach to managing any downtime experienced by our ATMs. We use advanced software and skilled technicians that monitor
our ATMs 24 hours a day for service interruptions and notify our maintenance engineers and vendors for prompt dispatch of
necessary service calls.

Finally, we use proprietary software systems to maintain a database of transactions and performance metrics for our ATMs.
This data is aggregated into individual merchant and financial institution customer profiles that are used by our customer service
team. We believe our proprietary databases enable us to provide superior quality and reliable customer support, together with
information on trends that is also valuable to our retail and financial institution partners.

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Primary Vendor Relationships

To maintain an efficient and flexible operating structure, we outsource certain aspects of our operations, including cash supply
and cash delivery, maintenance, and certain transaction processing services. Due to the large number of ATMs we operate, we
believe we have obtained favorable pricing terms from most of our major vendors. We contract for the provision of the services
described below in connection with our operations.

Transaction processing. We own and operate EFT transaction processing platforms that utilize proprietary as well as
commercially-available software. A portion of our withdrawal transactions are processed through third-parties. We plan to convert
transaction processing services to our internal EFT transaction processing platforms when economically advantageous to us or as
these contracts expire or are terminated.

EFT network services. Our transactions are routed over various EFT networks to obtain authorization for cash disbursements
and to provide account balances. EFT networks set the interchange fees that they charge to the financial institutions, as well as
the amount paid to us. We attempt to maximize the utility of our ATMs to cardholders by participating in as many EFT networks
as practical. Additionally, we own and operate the Allpoint network, the largest surcharge-free network in the U.S. Having this
network further enhances our ATM utility by providing certain cardholders surcharge-free access to our ATMs, as well as allowing
us to receive network-related economic benefits such as receiving additional transaction-based revenue and setting interchange
rates on transactions over this network.

Equipment. We purchase our ATMs from global ATM manufacturers, including, but not limited to, NCR, Hyosung, Triton,
Diebold, and Chungho. The large quantity of ATMs that we purchase from these manufacturers enables us to receive favorable
pricing and terms. In addition, we maintain close working relationships with these manufacturers in the course of our business,
allowing us to stay informed about product updates and to receive prompt attention for any technical problems with purchased
ATM equipment. The favorable pricing we receive from these manufacturers also allows us to offer certain of our customers an
affordable solution to replace their ATMs with modern technology and to be compliant with new regulatory requirements as they
arise.

Maintenance. We generally contract with third-party service providers with national operations for on-site maintenance services
in most of our markets. In the U.K., Australia, Canada, and South Africa, maintenance services are , to differing degrees, performed
by in-house technicians as well.

ATM cash management. We obtain or use our own cash to fill our Company-owned ATMs, and in some cases, merchant-
owned and managed services ATMs, under arrangements with various vault cash providers. We pay a monthly fee based on the
average outstanding vault cash balances to our primary vault cash providers under a floating rate formula, which is generally based
on various benchmark interest rates such as London Interbank Offered Rates (“LIBOR”). In virtually all cases, beneficial ownership
of the cash is retained by the vault cash providers and we have no right to the cash and no access except for the ATMs that are
serviced by our wholly-owned armored courier operations in the U.K. While our U.K. armored courier operations have physical
access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault cash provider at all times. We also
contract with third-parties to provide us with certain cash management services, which varies by geography, which may include
reporting, armored courier coordination, cash ordering, cash insurance, reconciliation of ATM cash balances, claims processing
with armored couriers, financial institutions, and processors.

For the quarter ended December 31, 2019, we had an average outstanding vault cash balance of approximately: $1.9 billion
in our North America ATMs.; approximately $1.1 billion in our Europe and Africa ATMs; approximately $0.2 billion in our Australia
and New Zealand ATMs. For additional information related to our vault cash agreements and the related risks, see Item 1A. Risk
Factors - We rely on third-parties to provide us with the cash we require to operate many of our ATMs. If these third-parties were
unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locate alternative sources of
cash to operate our ATMs or we would not be able to operate our business. Also see, Item 1A. Risk Factors - Changes in interest
could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs.

The vault cash that we are contractually responsible for in all of the jurisdictions in which we operate is insured up to certain
per location loss limits and subject to per-incident and annual aggregate deductibles through a syndicate of multiple underwriters.

Cash replenishment. We contract with armored courier services to transport and transfer most of the cash to our ATMs. We
use leading third-party armored couriers in all of our jurisdictions except for in the U.K., where we primarily utilize our own
armored courier operations. Under these arrangements, the armored couriers pick up the cash in bulk using instructions received
from us and our vault cash providers to prepare the cash for delivery to each ATM on the designated fill day. Following a

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predetermined schedule, the armored couriers visit each location on the designated fill day, load cash into each ATM, and then
balance each machine and provide cash reporting to the applicable vault cash provider.

Merchant Customers

In each of our markets, we typically deploy our Company-owned ATMs under long-term contracts with major national and
regional merchants including convenience stores, gas stations, grocery stores, drug stores, and other high-traffic locations. Our
merchant-owned ATMs are typically deployed under arrangements with smaller independent merchants.

The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of Company-owned

ATMs, the contract terms vary, but typically include the following:

•
•
•
•

•

a multi-year term, typically approximately five years;
exclusive deployment of ATMs at locations where we install an ATM;
the right to increase surcharge fees, with merchant consent required in some cases;
in the U.S., our right to terminate or remove ATMs or renegotiate the fees payable to the merchant if surcharge fees or
interchange fees are reduced or eliminated as a result of regulatory action; and
provisions that make the merchant’s fee dependent on the number of ATM transactions.

During the year ended December 31, 2019, we derived approximately 22% of our total revenues from ATMs placed at the
locations of our top five merchant customers, including revenues from bank branding and Allpoint at these locations, none of
which individually contributed more than approximately 6% of our total revenues for the year. The weighted average remaining
life of our top five merchant customers is approximately 3.5 years. For additional information related to the risks associated with
our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small
number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or
more of our top merchants were to cease doing business with us, or substantially reduce its dealings with us could cause our
revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

Seasonality and Tourism

Our overall business is somewhat seasonal in nature with generally fewer transactions occurring in the first quarter of the
year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines
in volume during winter months as a result of decreases in the amount of consumer traffic through such locations. We usually see
an increase in transactions in the warmer summer months, which are also aided by increased vacation and holiday travel. We expect
these fluctuations in transaction volumes to continue in the future. In addition, other factors, such as a recessionary economic,
environment or real, or potential health emergencies such as the widespread outbreak of contagious diseases, could hinder travel,
reduce the use of cash and may have a negative impact on transaction levels.

Competition

Historically, we have competed with independent ATM deployers (commonly referred to as “IADs”) and financial institutions
for ATM placements, new merchant accounts, bank-branding and network-branding relationships, and acquisitions. IADs compete
with us for placement rights at merchant locations. Our ATMs compete with the ATMs owned and operated by financial institutions
and other IADs for underlying consumer transactions. In certain locations with very high foot traffic, such as airports, major train
stations, large arenas, and stadiums, we often see competition from large financial institutions as they may utilize such locations
for marketing and advertising purposes, and in some cases are willing to subsidize the operations of the ATM.

We have established relationships with leading regional and national financial institutions, as well as digital banks, other
operators of consumer financial services, and stored-value debit card issuers through our bank-branding program and Allpoint.
Both of these programs can be cost-efficient alternatives to these organizations in lieu of operating branches and owning and
operating extensive ATM networks. We believe the scale of our extensive network, our EFT transaction processing services,
comprehensive solutions and our focus on customer service provide us with competitive advantages for providing services to
leading financial institutions and newer providers of consumer financial services.

Through Allpoint, we have significantly expanded our relationships with local, regional, and national financial institutions as
well as digital banks, providers of consumer financial services and other issuers of stored-value debit card programs in the U.S.
With regard to Allpoint, we encounter competition from other organizations’ surcharge-free networks that are seeking to sell their
network to retail locations and offer surcharge-free ATM access to issuers of stored-value debit cards, as well as financial institutions
that lack large ATM footprints.

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We work to continually develop the types of services we provide to financial institutions and merchants including management
of their ATMs. With respect to our managed services offering, we believe we are well-positioned to offer a comprehensive ATM
outsourcing solution with our breadth of services, in-house expertise, and network of existing locations that can leverage the
economies of scale required to operate an ATM portfolio. There are several large financial services companies, ATM equipment
manufacturers, and service providers that currently offer some of the services we provide, with whom we expect to compete directly
in this area. While we have direct competition for providing certain services, we believe that we have unique advantages that will
allow us to offer a variety of compelling solutions to financial institutions and retailers alike.

Acquisitions have historically been a consistent part of our strategy and may form part of our strategy in the future. Typically,
competition for acquisitions is from other IADs, financial service or payments businesses, and/or private equity sponsors of ATM
portfolios.

Finally, we face indirect competition from alternative payment mechanisms, such as card-based payments, including
contactless, or other electronic forms of payment, including payment applications on mobile phones. While it has been difficult
to specifically quantify the direct effects of alternative payment sources on our transaction volumes, cash-based payments have
declined as a percentage of total payments in our primary geographic markets in recent years. Further expansion in electronic
payment forms and the entry of new and less traditional competitors could reduce consumer demand for cash. We expect to continue
to face competition from emerging payments technology in the future. See Item 1A. Risk Factors - The proliferation of payment
options and increasingly frictionless methods of payment other than cash, including credit cards, debit cards, stored-value debit
cards, contactless, and mobile payments options could result in a reduced need for cash in the marketplace and a resulting decline
in the usage of our ATMs.

Government and Industry Regulation

Our principal business, ATM network ownership and operation, is subject to government (federal, state, or local) and industry
regulations. Our failure to comply with applicable laws and regulations could result in restrictions on our ability to provide our
products and services in such jurisdictions, as well as the imposition of civil fines. For additional information related to recent
regulatory matters that have impacted our operations or are expected to impact us in the future, see Part II. Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Developing Trends and Recent Events.

Risk Management

We have adopted a formalized Enterprise Risk Management program that seeks to identify and manage the major risks we
face. The major risks are prioritized and assigned to a member of the management team who develops mitigation plans, monitors
the risk activity, and is responsible for implementation of the mitigation plan, if necessary. The risks, plans, and activities are
regularly monitored by our management team and overseen by our Board of Directors (“Board”).

Employees

As of December 31, 2019, we had 1,987 employees, 326 of which were covered by a collective bargaining agreement. We
currently believe our relationships with employees represented by the union are good and we have not experienced any work
stoppages.

Organizational History and Additional Company Information

We were formed as a Texas corporation in 1993 and originally operated under the name of Cardpro, Inc. In June 2001,
Cardtronics Group, Inc. was incorporated under the laws of the state of Delaware and became the parent company for the existing
business. In January 2004, Cardtronics Group, Inc. changed its name to Cardtronics, Inc. (“Cardtronics Delaware”), and in December
2007, we completed an initial public offering.

In July 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changed from
Delaware to the U.K., whereby Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became
the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between
Cardtronics Delaware and one of its subsidiaries (the “Redomicile”). Upon completion of the Redomicile, Cardtronics plc common
shares were listed and began trading on the NASDAQ stock market under the symbol “CATM,” the same symbol under which
common shares of Cardtronics Delaware were formerly listed and traded. The Redomicile transaction was accounted for as an
internal reorganization of entities under common control, and therefore, Cardtronics Delaware’s assets and liabilities have been
accounted for at their historical cost basis and not revalued in the transaction.

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A large portion of our growth throughout our operating history was driven by acquisitions as we expanded our operations in
the U.S. and into several other new geographic markets in North America, Europe, South Africa, Australia and New Zealand. Our
largest markets are currently the U.S. and the U.K. Over the past few years, our growth strategy has been primarily focused on
organic growth.

General information about us can be found on our website at http://www.cardtronics.com. We file annual, quarterly, and current
reports as well as other information electronically with the Securities Exchange Commission (“SEC”) under the Exchange Act.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those
reports are available free of charge on our website as soon as reasonably practicable after the reports are filed or furnished
electronically with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at http://www.sec.gov. You may also request an electronic or
paper copy of our SEC filings at no cost by writing or telephoning us at the following: Cardtronics plc, Attention: Chief Financial
Officer, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042; (832) 308-4000. Information on our website
is not incorporated into this 2019 Form 10-K or our other securities filings.

ITEM 1A. RISK FACTORS

Risks associated with our industry

The proliferation of payment options and increasingly frictionless methods of payment other than cash, including credit
cards, debit cards, stored-value debit cards, contactless, and mobile payments options, could result in a reduced need for cash
in the marketplace and a resulting decline in the usage of our ATMs.

The U.S., the U.K., Canada, Australia, Germany, and other developed markets have seen a shift in consumer payment trends
since the late 1990s, with more customers now opting for electronic forms of payment (e.g., credit cards and debit cards) for their
in-store purchases over traditional paper-based forms of payment (e.g., cash and checks). Additionally, some merchants offer free
cash back at the point-of-sale (“POS”) for customers that utilize debit cards for their purchases, thus providing an additional
incentive for consumers to use these cards. Increasingly, frictionless payment options, like contactless, are also being used by
consumers. According to the Nilson Report issued in December 2018, the percentage of cash transaction counts in the U.S. declined
from approximately 31.9% of all payment transactions in 2012 to approximately 25.9% in 2017, with declines also seen in check
usage as credit and debit card transactions increased. However, in terms of absolute dollar value, the volume of cash used in
payment transactions remained relatively flat at $1.6 trillion from 2012 to 2017. The U.K. has followed a similar trend in absolute
terms according to the Access to Cash study in the U.K., with cash making up over a third of all transactions and being the second
most common payment method. In Australia, the value of banknotes in circulation increased by 2.5% over 2017, but at a somewhat
slower rate than in past years. In their customer payments survey, the Reserve Bank of Australia published that 37% of all payments
made in Australia are with cash. According to the 2018 Canadian Payment Methods and Trends study, cash was still the most used
payment method at 29.8% of all transactions and while cash has been in decline in recent years, in 2017, the rate of decline showed
signs of slowing. On a same-store basis, we have generally seen a single-digit percentage rate of decline in the number of cash
withdrawal transactions conducted on our U.K.-based ATMs during the last 12-24 months while we have seen low single-digit
rates of growth in our U.S.-based ATMs over the last twelve months, which is partly attributable to increased transactions from
our surcharge-free Allpoint network. The continued growth in electronic payment methods, such as mobile phone payments,
contactless payments and card only self-service order and payment terminals could result in a reduced need for cash in the
marketplace and ultimately, a decline in the usage of ATMs. New payment technology, such as Venmo, Zelle, Square Cash,
Facebook Messenger Payments and virtual currencies such as Bitcoin, or other new payment method preferences by consumers
could reduce the general population’s need or demand for cash and negatively impact our transaction volumes in the future. The
proliferation of payment options and changes in consumer preferences and usage behavior could reduce the need for cash and
have a material adverse impact on our operations and cash flows.

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The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.

The ATM business is and can be expected to remain highly competitive. Our principal direct competition comes from
independent ATM companies and financial institutions in all of the countries in which we operate. Our competitors could prevent
us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the revenue generated by transactions at
our ATMs, or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, new and
less traditional competitors may enter the market vertically integrated competitors may offer comprehensive bundled product and
service offerings or we may face additional competition associated with the creation, integration, and consolidation of competitors
through transactions as well as the introduction of alternative payment mechanisms and emerging payment technologies. Increased
competition could result in transaction fee reductions, reduced gross margins, and loss of market share. As a result, the failure to
effectively adapt our organization, products, and services to the market could significantly reduce our offerings to gain market
acceptance, could significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our operations
and cash flows.

Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could

adversely affect our ability to conduct our business.

We, along with our partners and customers in the financial services area, are subject to a number of laws and regulations,
including, among others, those promulgated under the authority of the Federal Trade Commission, the Electronic Communications
Privacy Act, Computer Fraud and Abuse Act, the Gramm Leach Bliley Act and state cybersecurity, privacy, and breach notification
laws, the Australian Privacy Act, the Personal Information Protection and Electronic Documents Act in Canada, the E.U. General
Data Protection Regulations. These laws, rules and regulations address a range of issues including data privacy and cybersecurity,
and restrictions or technological requirements regarding the collection, use, storage, protection, retention or transfer of data.

Such government regulation (together with applicable industry standards) may increase the costs of doing business. Federal,
state, municipal and foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws,
policies, regulations, and standards covering user privacy, data security, cybersecurity, technologies such as cookies that are used
to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxation of products and services,
unfair and deceptive practices, and the collection (including the collection of information), use, processing, transfer, storage and/
or disclosure of data associated with unique individual internet users. New regulation or legislative actions regarding data privacy
and security could have a material adverse impact on our operations and cash flows.

The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely

impact our revenues and our operations.

We rely on transaction-based revenues in each of our markets and any regulatory fee limits that could be imposed on our
transactions may have an adverse impact on our revenues and profits. If legislation were to be enacted in the future in any of our
markets, and the amount we were able to charge consumers to use our ATMs was reduced, our revenues and related profitability
would be negatively impacted. Furthermore, if such limits were set at levels that are below our current or future costs to operate
our ATMs, it would have a material adverse impact on our ability to continue to operate under our current business model and
adversely impact our revenues and cash flows. Despite the nationwide acceptance of surcharge fees at ATMs in the U.S. since
their introduction in 1996, consumer activists have from time to time attempted to impose local bans or limits on surcharge fees.
Even in the few instances where these efforts have passed the local governing body (such as with an ordinance adopted by the
city of Santa Monica, California), U.S. federal courts have overturned these local laws on federal preemption grounds. Although
Section 1044 of the Dodd-Frank Act contains a provision that will limit the application of federal preemption with respect to state
laws that do not discriminate against national banks, federal preemption will not be affected by local municipal laws, where such
proposed bans or limits often arise. Additionally, some U.S. federal officials have expressed concern in previous years that surcharge
fees charged by banks and non-bank ATM operators are unfair to consumers.

Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the
discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes,
thus reducing our future revenues and operating profits.

Interchange fees, which represented 27.8% of our total ATM operating revenues for the year ended December 31, 2019, are
set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed.
These fees vary from one network to the next. During the year ended December 31, 2019, 16.6%, 10.8%, and 0.4% of our total
ATM operating revenues were derived from interchange fees in Europe & Africa, North America, and Australia & New Zealand,
respectively. Some of these fees are subject to pricing changes that we may be unable to offset through lower payments to
merchants. Interchange revenues in the U.K. accounted for 14.7% of our consolidated ATM operating revenues. In the U.K., the
15

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significant majority of the interchange revenues we earn are based on rates set by LINK, the major interbank network in that
market.

Revenues from our UK based ATMs are highly dependent on interchange and therefore susceptible to changes in interchange
rates, with the majority of our UK interchange revenues being determined by the rates set by the LINK scheme. In addition to
LINK transactions, a small number of UK financial institutions have issued cards that are not affiliated with the LINK network,
but instead route over a Visa or MasterCard network. Transactions conducted on our ATMs from these cards currently represent
less than 3% of our annual withdrawal transactions in the U.K. The interchange rates set by Visa and MasterCard have historically
been less than the LINK rates. Accordingly, if any major financial institution in the U.K. decided to leave the LINK network in
favor of Visa, MasterCard, or another network, and we elected to continue to accept the transactions of their cardholders, such a
move could impact the interchange revenues that we currently receive from the related withdrawal transactions conducted on our
ATMs by these cardholders in that market. During 2017, some of the major financial institutions that provide the majority of
LINK volumes expressed concern about the LINK interchange rate and commenced efforts to significantly lower the interchange
rate. As a result, a group of members of LINK (the “Working Group”) developed a new interchange rate setting mechanism and
in October 2017, it was decided that an independent “LINK Board” would set interchange rates going forward. On January 31,
2018 the LINK Board issued an update and determined that interchange rates would decrease by 5% from 2017 levels, effective
July 1, 2018 and announced the intention to further reduce the interchange rate by three further annual 5% reductions. However,
on July 16, 2018, LINK announced that the third interchange rate decrease was canceled and the fourth rate decrease was suspended,
pending further review. The first 5% rate reduction occurred on July 1, 2018, and the second scheduled 5% decrease in the LINK
interchange rate occurred January 1, 2019. Should there be a significant change in the LINK scheme or its membership, our U.K.
interchange revenues and profits could be further adversely impacted.

In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the
U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financial institutions
and higher per-transaction fees charged by the networks to ATM operators. Accordingly, if some of the networks through which
our ATM transactions are routed were to reduce the interchange rates paid to us or increase their transaction fees charged to us for
routing transactions across their network, our future transaction revenues could decline. For example, Visa announced a new
acquirer fee for non-monetary transactions in the U.S. that took effect on April 1, 2019. In addition to the impact of net interchange
rate decreases, we have seen certain financial institutions migrate their volume away from some networks to take advantage of
the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. In Canada, the vast
majority of transactions route through the Interac network which sets the interchange revenue rates for its network.

In Canada, domestic transactions represent more than 90% of total transaction volume and these route through the Interac
network, which sets the interchange revenue rates for the transactions, with the remaining, non-domestic transactions routing
primarily to Visa and Mastercard. As a result, if Interac were to reduce the interchange revenue rates or increase their transaction
fees for routing transactions across their network, our future transaction revenues could decline.

Future changes in interchange rates, some of which we have minimal or no control over, could have a material adverse impact

on our operations and cash flows.

We operate in a changing and unpredictable regulatory environment, which may harm our business. If we are subject to
new regulations or legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to
comply with that regulation or legislation, which may reduce our net income and our profit margins.

With its initial roots in the banking industry, the U.S. ATM industry is regulated by the rules and regulations of the federal
Electronic Funds Transfer Act, which establishes the rights, liabilities, and responsibilities of participants in EFT systems. The
vast majority of states have few, if any, licensing requirements. However, legislation related to the U.S. ATM industry is periodically
proposed at the state and local level. In past years, certain members of the U.S. Congress called for a re-examination of fees that
are charged for an ATM transaction, although no legislation was passed relative to these matters. As a part of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Consumer Financial Protection Bureau was created, and it
is possible that this governmental agency could enact new or modify existing regulations that could have a direct or indirect impact
on our business. For additional information related to this topic, see the risk factor entitled The passage of legislation banning or
limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations below.

The Americans with Disabilities Act (“ADA”), through implementing regulations, requires that public accommodations be
accessible to and independently usable by individuals with disabilities, including visually-impaired or wheel-chair bound persons.
The U.S. Department of Justice issued accessibility regulations under the ADA that became effective in March 2012, which
provided specific requirements for ATMs. Failure to meet these requirements, and other similar requirements under various states’
laws, could adversely impact our operations and revenues, including through costs incurred in lawsuits and payment of damages,
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fines or penalties. The Commonwealth of Massachusetts and the National Federation of the Blind (the “NFB”) had pursued a
lawsuit against the Company alleging non-compliance with the ADA, its implementing regulations, and court orders. We settled
this lawsuit by, among other things, agreeing to certain procedures and standards for voice guidance on ATMs. While we have
completed implementation of the operational elements of our settlement agreement, any failure to meet the remaining reporting
requirements of our settlement agreement in this matter could adversely impact our operations and revenues, including through
the incurrence of damages.

In the U.K., the ATM industry historically has been largely self-regulating. Most ATMs in the U.K. are part of the LINK
network and must operate under the network rules set forth by LINK, which operates under the oversight of the Bank of England
and its regulatory capacity and since October 2013, the Payment Systems Regulator (“PSR”) oversees any payment system operating
in the U.K. and its participants. The PSR is actively engaged in a review of the LINK scheme and the scheme’s direct commissioning
and interchange operating procedures. See the risk factor entitled Interchange fees, which comprise a substantial portion of our
transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions
are routed, or through potential regulatory changes, thus reducing our future revenues above.

The amended 2009 Cross Border Payments Regulation requires enhanced consumer disclosure at point of transaction for
dynamic currency conversion transactions. The new regulation, which is expected to be introduced over 2020 and 2021 could
cause us to suffer losses or other adverse changes in our business that would reduce our net income.

We are also subject to various regulations in other jurisdictions that we operate in, including Germany, Spain, Ireland, Mexico,
Canada, Australia, New Zealand and South Africa. Due to the numerous regulations in the jurisdictions in which we operate, there
are risks and substantial costs incurred in ensuring consistent compliance with the existing regulatory requirements in those
jurisdictions. To the extent we are not successful in complying with the new or existing regulations, non-compliance may have
an impact on our ability to continue operating in such jurisdictions or adversely impact our profits. New legislation proposed in
any of the jurisdictions in which we operate, or adverse changes in the laws that we are subject to, may materially affect our
business through the requirement of additional expenditures to comply with that legislation or other direct or indirect impacts on
our business. If regulatory legislation is passed in any of the jurisdictions in which we operate, we could be required to incur
substantial expenditures or suffer adverse changes in our business that would reduce our net income. In addition, new product and
service offerings such as mobile ATM access and deposit-taking ATMs are often subject to additional regulations which may have
an impact on our ability to offer such products. We may not be able to comply with all such regulations for new product and
services offerings or may not be able to do so profitability.

Internal control failures, security breaches, including the occurrence of a cyber-incident or a deficiency in our
cybersecurity, could harm our business by compromising Company, merchant or vendor data or cardholder information and
disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business
partners, and generally exposing us to liability.

As part of our transaction processing services, we electronically process and transmit cardholder information. We and our
vendors have been, and will continue to be, subjected to cyber-attacks or internal control failures, including accidental or intentional
computer or network issues (such as unauthorized parties gaining access to our information technology systems, phishing attacks,
viruses, malware or ransomware installation, server malfunction, software or hardware failures, impairment of data integrity, loss
of data or other computer assets, adware, or other similar issues), none of which to date have resulted in any material disruption,
interruption, or loss. Our vulnerability to attack and our vendors’ vulnerability to attack exists in relation to known threats, against
which we work to implement and maintain what we consider to be adequate security controls, as well as other threats, against
which we cannot defend because they are unknown. Consequently, the security measures we deploy and our internal processes
and procedures are not perfect or impenetrable, and, despite our investment in and maintenance of security controls, we may be
unable to anticipate or prevent all unauthorized access attempts made on our systems.

A vulnerability in the cybersecurity of our systems or one or more of our vendors’ systems (which include, among other things,
cloud based networks and services outside of the control of the Company) could impair, compromise or shut down one or more
of our computing systems, transaction processing systems, or our IT network and infrastructure, which could harm our business
or result in harm to our customers or our business partners and result in negative publicity or media coverage. Furthermore,
companies that process and transmit cardholder information have been specifically and increasingly targeted in recent years by
sophisticated and persistent actors including hacktivists, organized criminal groups, and nation states in an effort to obtain
information and utilize it for fraudulent transactions or other purposes. It is also possible that a cyber-attack or information security
breach could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber-attack
would be inherently unpredictable and that it would take time before the completion of any investigation and before there is
availability of full and reliable information. During such time we may not necessarily know the extent of the harm or how best to

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remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any
of which would further increase the costs and consequences of a cyber-attack.

The technical and procedural controls we, our vendors and our other partners use to provide security for storage, processing
and transmission of confidential customer and other information may not be effective to protect against control failures, data
security breaches or other cyber incidents. The risk of unauthorized circumvention of our security measures has been heightened
by advances in computer capabilities and the increasing sophistication of hackers. Unauthorized access to our computer systems,
or those of our third-party service providers, could result in the theft or publication of the information or the deletion or modification
of sensitive records, and could cause interruptions in our operations. Any inability to prevent security breaches could damage our
relationships with our merchant and financial institution customers, cause a decrease in transactions by individual cardholders,
expose us to liability including claims from merchants, financial institutions, and cardholders, and subject us to network fines.

Further, we could be forced to expend significant resources in response to a security breach, including repairing system damage
and increasing cybersecurity protection costs by deploying additional personnel, each of which could divert the attention of our
management and key personnel away from our business operations. These claims also could result in protracted and costly litigation.
If unsuccessful in defending that litigation, we might be forced to pay damages and/or change our business practices.

While many of our agreements with partners and third-party vendors contain indemnification provisions and we maintain
insurance intended to cover some of these risks, such measures may not be sufficient to cover all of our losses from any future
breaches of our systems.

We have a history of making acquisitions and investments, which expose us to additional risk associated with the integration
of new information systems, processes, and procedures. We may not adequately identify weaknesses in an acquired entity’s
information systems either before or after an acquisition, which could affect the value we are able to derive from the acquisition,
expose us to unexpected liabilities or make our own systems more vulnerable to a cyber-attack. We may also not be able to integrate
the systems of the businesses we acquire in a timely manner which could further increase these risks until such integration takes
place.

As a global company, the cross border movement of data increases our exposure to cybersecurity threats. This cross border
data movement must be managed in accordance with an ever changing compliance landscape and the development of cybersecurity
guidance and best practice and while we have and will continue to invest in the protection of our systems and the maintenance of
what we believe to be adequate security controls over individually identifiable customer, employee and vendor data provided to
us, there can be no assurance that we will not suffer material losses relating to cyber-attacks or other security breaches involving
our information systems in the future. In addition, we could be impacted by existing and proposed laws and regulations, as well
as government policies and practices related to cybersecurity, privacy, and data protection across the various jurisdictions in which
we operate which may overlap and potentially conflict with one another. An actual security breach or cyber-incident could have
a material adverse impact on our operations and cash flows and costs to remediate any damages to our information technology
systems suffered as a result of a cyber-attack could be significantly over and above any obligations arising from any penalties
imposed by any regulatory or supervisory authority including in connection with General Data Protection Regulations.

The broad introduction of free-to-use ATMs in Australia has and may continue to adversely impact our revenues and

profits.

In September 2017, Australia’s four largest banks, the Commonwealth Bank of Australia (“CBA”), Australia and New Zealand
Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia Bank Limited (“NAB”),
each independently announced decisions to remove all direct charges applied to domestic transactions completed at their respective
ATM networks effectively creating a free-to-use network of ATM terminals that did not exist previously.

Australia has historically been a direct charge market where cardholders pay a fee (the “direct charge”) to ATM operators for
each transaction, unless the ATM where the transaction is completed is part of the cardholder’s issuing bank ATM network. There
continues to be no broad interchange arrangement in Australia between card issuers and ATM operators to compensate ATM
operators for the cost of providing a service to cardholders in the absence of a direct charge levied on the cardholder directly. In
2019, approximately 78% of our revenues in Australia were sourced from direct charge fees paid by cardholders. As a result, this
introduction of free-to-use ATMs in Australia has and may continue to adversely impact our revenues and profits.

In September 2017, we determined that these developments were to be an indicator of impairment of our Australia & New
Zealand reporting unit and related long-lived assets. As further discussed in Item 8. Financial Statements and Supplementary Data,
Note 1. Basis of Presentation and Summary of Significant Accounting - (l) Goodwill, we recorded an impairment of certain assets
in our Australia & New Zealand reporting unit in September 2017.

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While the direct impact we have experienced has been limited to date, the ultimate impact of this action could increase over
time as consumers’ behavior patterns change as a result of the introduction of a free-to-use network in Australia that did not
previously exist.

Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems,
including transaction processing services, causing non-compliance with network rules, damaging our relationships with our
merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual
cardholders.

We routinely face cyber and data security threats through computer viruses, malware, attachments to emails, persons inside
our organization or persons with access to systems inside our organization and other significant disruptions of our IT networks
and related systems (“System Threats”). Any one or more System Threats could result in the infiltration of our systems, as well
as those of our customers and partners, and disrupt our delivery of services, cause delays or loss of data or public releases of
confidential data or make our applications unavailable, all of which could have a material adverse effect on our revenues and our
operations and cash flows. Although we utilize several preventative and detective security controls in our network, we have from
time to time experienced System Threats to our data and systems, including but not limited to computer viruses, unauthorized
parties gaining access to our information technology systems and similar incidents, none of which to date have resulted in any
material disruption, interruption or loss. Our preventative and detective security controls at times have been, and may be at times
in the future, ineffective in preventing System Threats, and material consequences arising from the occurrence of any such event
could damage our relationships with our customers, cause a decrease in transactions by individual cardholders, cause our reputation
to be damaged, require us to make significant expenditures to repair or replace equipment, or cause our non-compliance with
applicable network rules and regulations.

Currency design changes may require modifications to our ATMs that could impact our cash flows.

In American Council of the Blind, et. al., v. Timothy F. Geithner, Secretary of the Treasury (Case #1:02-cv-00864) in the U.S.
District Court for the District of Columbia (the “Court”) an order was entered that found that U.S. currencies (as currently designed)
violated the Rehabilitation Act, a law that prohibits discrimination in government programs on the basis of disability, as the paper
currencies issued by the U.S. are identical in size and color, regardless of denomination. As a consequence of this ruling, the U.S.
Treasury stated in its semi-annual status report filed with the Court in September 2012, that the Bureau of Engraving and Printing
(“BEP”) was making progress towards implementing the Secretary’s decision to provide meaningful access to paper currency by:
“(i) adding a raised tactile feature ("RTF") to each Federal Reserve note that the BEP may lawfully redesign, (ii) continuing the
BEP’s program of adding large high-contrast numerals and different colors to each denomination that it may lawfully redesign,
and (iii) implementing a supplemental currency reader distribution program for blind and other visually impaired U.S. citizens
and legal residents.” Of these three steps only the first materially affects the ATM industry. The BEP continues to research the
RTF and is engaged in testing samples in conjunction with the Banknote Equipment Manufactures program. Until a selection is
made and disclosed by the BEP, the impact, if any, a raised tactile feature will have on the ATM industry, remains unknown. It is
possible that such a change or any redesign of currencies could require us to incur additional costs, which could be substantial, to
modify our ATMs in order to store and dispense notes with raised or other tactile features.

Additionally, polymer notes have been introduced by a number of countries, including Canada, the U.K. and Australia. Polymer
notes were first introduced by the Bank of England in 2016 and are now used, almost exclusively, in our ATMs in the U.K. The
introduction of these new currency designs has required upgrades to software and physical ATM components on our ATMs,
specifically, software and hardware modifications were completed for the polymer £10s and some minor additional hardware
modifications to ATM components are required for polymer £20s. To date, we have not experienced any material adverse financial
or operational impact as a result of the new requirements to handle these new notes.

The Reserve Bank of Australia (or “RBA”) has also issued redesigned banknotes beginning with the $5, $10 and $50 Australian
dollar banknotes that are currently in circulation . Over 90% of the required polymer upgrades in Australia have been completed
and the remaining upgrades are being managed on a case-by-case basis as part of contract extensions or renewals. We expect that
the RBA will continue issuing redesigned banknotes to introduce additional security features in subsequent years. The RBA has
been progressively releasing new polymer banknotes with a new design and anti-counterfeit security features. The majority of
denominations have been released with only the $100 denomination remaining, which is expected to be issued in late 2020. The
redesigned banknotes include a raised tactile feature to help the blind and visually impaired community distinguish between
different denominations of banknotes and a top-to-bottom clear window in which the banknote is transparent. Any required upgrades
or full replacement of our ATMs could require us to incur additional cost which could be substantial and result in ATM downtime
which could have a material adverse impact on our operations and cash flows.

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Risks associated with our business.

We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenues would,
and profits could, be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that we operate,
whether as a result of changes in consumer spending preferences, global economic conditions or otherwise.

Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs and multi-
function financial services kiosks, including surcharge and interchange transaction fees, have historically accounted for most of
our revenues. We expect that transaction fees, including fees we receive through our bank-branding and surcharge-free network
offerings, will continue to account for the substantial majority of our revenues for the foreseeable future. Consequently, our future
operating results will depend on many factors, including: (i) the market acceptance of our services in our target markets, (ii) the
level of transaction fees we receive, (iii) our ability to install, acquire, operate, and retain ATMs, (iv) usage of our ATMs by
cardholders and any changes in payment preferences they may have, and (v) our ability to continue to expand our surcharge-free
and other automated consumer financial services offerings. If alternative technologies to our services are successfully developed
and implemented or there is a significant shift in consumer preferences for other alternative payment methods, we may experience
a decline in the usage of our ATMs. Surcharge rates, which are largely market-driven and are often negotiated between us and our
merchant partners, could be reduced over time. Further, growth in surcharge-free ATM networks and widespread consumer bias
toward these networks could adversely affect our revenues, even though we maintain our own surcharge-free offerings. Many of
our ATMs are utilized by consumers that frequent the retail establishments in which our ATMs are located, including convenience
stores, gas stations, malls, grocery stores, drug stores, airports, train stations, and other large retailers. If there is a significant
slowdown in consumer spending or a change in consumer payment preferences, the number of consumers that frequent the retail
establishments in which we operate our ATMs may decline and the number of transactions conducted on those ATMs and our
network, and the corresponding transaction fees we earn, may also decline. Additionally, should banks increase the fees they charge
to their customers when using an ATM outside of their network (i.e. out of network or foreign bank fees), this would effectively
make transactions at our ATM more expensive to consumers and could adversely impact our transaction volumes and revenues.

Should banks or other ATM operators decrease or eliminate the fees they charge to users of their ATMs in any of our markets
(as they did in Australia in 2017) or otherwise offer free access to their networks, such action would make transactions at our ATM
comparatively more expensive to consumers and could adversely impact our transaction volumes and revenues. A decline in usage
of our ATMs by cardholders, in the levels of fees received by us in connection with this usage, or in the number of ATMs that we
operate, would have a negative impact on our revenues and cash flows and would limit our future growth potential.

We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration,
termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to
cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly
and our business, financial condition and results of operations could be adversely impacted.

For the year ended December 31, 2019, our contracts with our top five merchant customers (Co-op Food (in the U.K.), Couche
Tard, CVS, Speedway, and Walgreens) accounted for approximately 22% of our total revenues, the largest of which accounted
for approximately 6% of our total revenues. Because a significant percentage of our future revenues and operating income depends
upon the successful continuation of our relationship with our top merchant customers, the loss of any of our largest merchants,
such as the loss of 7-Eleven in 2017, a decision by any one of them to reduce the number of our ATMs placed in their locations,
or a decision to sell or close their locations could result in a decline in our revenues or otherwise adversely impact our business
operations. To the extent there is consolidation or contraction within our primary retailer partners, and as a part of that consolidation
or contraction, the retailers decide to reduce their store footprint, such an event could materially impact our revenues and profits.
Furthermore, if their financial conditions were to deteriorate in the future, and as a result, one or more of these merchants was
required to close a significant number of their store locations, our revenues would be significantly impacted. Additionally, these
merchants may elect not to renew their contracts when they expire. As of December 31, 2019, the contracts we have with our five
largest merchant customers had a weighted average remaining life of approximately 3.5 years.

Even if our major contracts are extended or renewed, the renewal terms may be less favorable to us than the current contracts.
If any of our largest merchants enters bankruptcy proceedings and rejects its contract with us, fails to renew its contract upon
expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, it could result in a
decline in our revenues and profits and have a material adverse impact on our operations and cash flows.

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Deterioration in global credit markets, as well as changes in legislative and regulatory requirements, could have a negative

impact on financial institutions including those with whom we conduct business and may seek to conduct business.

We have a significant number of customer and vendor relationships with financial institutions in all of our key markets,
including relationships in which those financial institutions pay us for the right to place their brands on our ATMs. Additionally,
we rely on a small number of financial institution partners to provide us with the cash that we maintain in our Company-owned
ATMs and some of our merchant-owned ATMs. Further, we rely on a small number of financial institution partners to provide us
with liquidity under our revolving credit facility. Volatility in the global credit markets may have a negative impact on those
financial institutions and our relationships with them. In particular, if the liquidity positions of the financial institutions with which
we conduct business deteriorate significantly, these institutions may be unable to perform under their existing agreements with
us. If these defaults were to occur, we may not be successful in our efforts to identify new bank-branding partners, vault cash
providers or lenders, and the underlying economics of any new arrangements may not be consistent with our current arrangements.
Furthermore, if our existing bank-branding partners or vault cash providers are acquired by other institutions with assistance from
the Federal Deposit Insurance Corporation (“FDIC”), or placed into receivership by the FDIC, it is possible that our agreements
may be rejected in part or in their entirety.

We rely on third-parties in the various regions where we operate to provide us with the cash we require to operate many
of our ATMs. If these third-parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we
would need to identify alternative sources of cash to operate our ATMs or we would not be able to operate our business.

We primarily rely on several financial institutions in the regions where we operate to provide us with the vault cash that we
use in our ATMs where cash is not provided by the merchant, which includes, approximately 41,000 in North America,
approximately 19,000 in Europe and Africa, and approximately 4,000 ATMs in Australia and New Zealand. For the quarter ended
December 31, 2019, we had an average outstanding vault cash balance of approximately $1.9 billion held in our North America
ATMs, approximately $1.1 billion in our ATMs in Europe and Africa and approximately $0.2 billion in our ATMs in Australia and
New Zealand.

Our existing vault cash rental agreements expire at various times through June 2023. However, each provider has the right to
demand the return of all or any portion of its cash at any time upon the occurrence of certain events. Other key terms of our
agreements include the requirement that the vault cash providers provide written notice of their intent not to renew. Such notice
provisions typically require a minimum of 180 to 360 days’ notice prior to the actual termination date. If such notice is not received,
then the contracts will typically automatically renew for an additional one-year period.

If our vault cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash
from our ATMs, or if they fail to provide us with cash as and when we need it for our operations, our ability to operate our ATMs
would be jeopardized, and we would need to locate alternative sources of vault cash or potentially suffer significant downtime of
our ATMs. In the event this was to happen, the terms and conditions of the new or renewed agreements could potentially be less
favorable to us, which would negatively impact our results of operations. Furthermore, restrictions on access to cash to fill our
ATMs could severely restrict our ability to keep our ATMs operating, and could subject us to performance penalties under our
contracts with our customers. A significant reduction in access to the necessary cash to operate our ATMs could have a material
adverse impact on our operations and cash flows.

We rely on third-party EFT network providers, transaction processors, bank sponsors, armored courier providers, and
maintenance providers to provide services to our ATMs. If some of these providers that service a significant number of our
ATMs fail or otherwise cease, consolidate, or no longer agree to provide their services, we could suffer a temporary loss of
transaction revenues, incur significant costs or suffer the permanent loss of any contract with a merchant or financial institution
affected by such disruption in service.

We rely on EFT network providers and have agreements with various transaction processors, armored courier providers, and
maintenance providers. These service providers enable us to provide card authorization, data capture, settlement, cash management
and delivery, and maintenance services to our ATMs. Typically, these agreements are for periods of two or three years each. If we
are unable to secure the renewal or replacement of any expiring vendor contracts, or a key vendor fails or otherwise ceases to
provide the services for which we have contracted and disruption of service to our ATMs occurs, our relationship with those
merchants and financial institutions affected by the disrupted ATM service could suffer.

While we have more than one provider for each of the critical services that we rely on third-parties to perform, certain of
these providers currently provide services to or for a significant number of our ATMs. Although we believe we would be able to
transition these services to alternative service providers, this could be a time-consuming and costly process. In the event one or
more of such service providers was unable to deliver services to us, we could suffer a significant disruption in our business, which
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could result in a material adverse impact to our financial results. Furthermore, any disruptions in service in any of our markets,
whether caused by us or by third-party providers, may continue to result in a loss of revenues under certain of our contractual
arrangements that contain minimum service-level requirements and could result in a material adverse impact on our operations
and cash flows.

Our operational failures or those of our transaction processors, EFT networks or other service providers could delay or
interrupt our products and services and harm our business and our relationships with our merchant and financial institution
customers.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our EFT transaction
processing platforms, third-party transaction processors, telecommunications network systems, and other service providers as well
as availability of hardware and replacement parts from vendors. Accordingly, any damage, destruction, or third-party actions that
interrupt our services would severely harm our business and reputation and result in a loss of revenues and profits and could cause
us to incur substantial additional expenses. Additionally, if any interruption is caused by us, especially in those situations in which
we serve as the primary transaction processor, such interruption could result in the loss of the affected merchants and financial
institutions, or damage our relationships with them. Prolonged interruption of our services or network that extends for more than
several hours (i.e., where our backup systems are not able to recover) would result in data loss and/or a reduction in revenues as
our ATMs would be unable to process transactions. Our systems and operations and those of our transaction processors and our
EFT network and other service providers could be exposed to damage or interruption from fire, floods, natural disaster, unlawful
acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry, cyber-attack, public health emergencies and
computer viruses, among other things. We cannot be certain that any measures we and our service providers have taken to prevent
system failures will be successful or that we will not experience service interruptions. Should a significant system failure occur,
it could have a material adverse impact on our operations and cash flows. In addition, a significant interruption of service could
have a negative impact on our reputation and could cause our present and potential merchant and financial institution customers
to choose alternative service providers, as well as subject us to fines or penalties related to contractual service agreements and
ultimately cause a material adverse impact on our operations and cash flows.

We maintain a significant amount of vault cash within our Company-owned ATMs, which is subject to potential loss due

to theft or other events, including natural disasters.

For the quarter ended December 31, 2019, our average outstanding vault cash balance was $3.2 billion in our ATMs. Any
loss of vault cash from our ATMs is generally our responsibility. We typically require that our service providers, who either transport
the vault cash or otherwise have access to the ATM safe, maintain adequate insurance coverage in the event cash losses occur as
a result of theft, misconduct, or negligence on the part of such providers. Cash losses at the ATM occur in a variety of ways, such
as natural disasters (hurricanes, flooding, tornadoes, etc.), fires, vandalism, and physical removal of the entire ATM, defeating the
interior safe or by compromising the ATM’s technology components. Because our ATMs are often installed at retail sites, they
face exposure to attempts of theft and vandalism. Thefts of vault cash may be the result of an individual acting alone or as a part
of a crime group. We have experienced theft of vault cash from our ATMs across the geographic regions in which we operate and
have at times temporarily removed ATMs from service to enhance security features or permanently removed ATMs due to security
concerns. While we maintain insurance policies to cover significant losses that may occur that are not covered by the insurance
policies maintained by our service providers, such insurance coverage is subject to deductibles, exclusions, and limitations that
may leave us bearing some or all of those losses. Significant vault cash losses could result in a material adverse impact on our
operations and cash flows.

Any increase in the frequency and/or amounts of theft and other losses could negatively impact our operating results by
causing higher deductible payments and increased insurance premiums. Certain ATM types have recently been susceptible to
coordinated ATM attacks that generally involves a logical or physical compromise of the ATM, which causes the ATM to dispense
cash without proper authorization and can be controlled remotely in certain types of these attacks. While we maintain a controls
program across many fronts to prevent and quickly detect unauthorized ATM access and theft attempts, there can be no assurance
that a significant or successful jackpotting attack attempt could occur on our portfolio. Additionally, in recent periods, we have
seen elevated attack attempts and vault cash losses in our U.K. business, in particular. Should these losses continue at an elevated
or increasing rate, it could adversely impact our results and impact our ability to obtain insurance for the vault cash used on our
ATMs. Also, damage sustained to our merchant customers’ store locations in connection with any ATM-related thefts, if extensive
and frequent enough in nature, could negatively impact our relationships with those merchants and impair our ability to deploy
ATMs in those existing or new locations of those merchants. Certain merchants have requested, and could request in the future,
that we remove ATMs from store locations that have suffered damage as a result of ATM-related thefts, thus negatively impacting
our financial results. Finally, we have in the past, and may in the future, voluntarily remove vault cash from certain ATMs on a
temporary or permanent basis to mitigate further losses arising from theft or vandalism. Depending on the magnitude and duration
of any cash removal, our revenues and profits could be materially and adversely affected.

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Our armored transport business exposes us to additional risks beyond those currently experienced by us in the ownership

and operation of ATMs.

Our armored courier operation in the U.K. delivers cash to and collects residual cash from our ATMs in that market. As of
December 31, 2019, we were providing armored courier services to a majority of our ATMs in that market and we currently intend
to further expand that operation to service additional ATMs. The armored transport business exposes us to significant risks, including
the potential for cash-in-transit losses, employee theft, as well as claims for personal injury, wrongful death, worker’s compensation,
punitive damages, and general liability. There can be no assurance that we will avoid significant future claims or adverse publicity
related thereto. Furthermore, there can be no assurance that our insurance coverage will be adequate to cover potential liabilities
or that insurance coverage will remain available at costs that are acceptable to us. The availability of quality and reliable insurance
coverage is an important factor in our ability to successfully operate this aspect of our operations. A loss claim for which insurance
coverage is denied or that is in excess of our insurance coverage could have a material adverse effect on our business, financial
condition and results of operations and cash flows.

If we fail to adapt our products and services to changes in technology or in the marketplace, or if our ongoing efforts to
upgrade our technology are not successful, we could lose customers or have difficulty attracting new customers, which would
adversely impact our revenues and our operations.

The markets for our products and services are characterized by constant technological changes, frequent introductions of new
products and services and evolving industry standards. Due to a variety of factors, including but not limited to security features,
compatibility between systems and software and hardware components, consumer preferences, industry standards, demands of
our financial institution and retail customers, and other factors, we regularly update the technology components, including software,
on our ATMs. These technology upgrade efforts, in some cases, may result in downtime to our ATMs, and as a result, loss of
transactions and revenues. Additionally, our ability to enhance our current products and services and to develop and introduce
innovative products and services that address the increasingly sophisticated needs of our customers will significantly affect our
future success. Our ability to take advantage of opportunities in the market may require us to invest considerable resources adapting
our organization and capabilities to support development of products and systems that can support new services or be integrated
with new technologies and incur other expenses in advance of our ability to generate revenue from these products and services.
These developmental efforts may require substantial capital investment, divert resources from other potential investments in our
businesses, management time and attention from other matters, and these efforts may not lead to the development of viable new
products or services on a timely or cost effective basis. We may not be successful in developing, marketing or selling new products
and services that meet these changing demands. In addition, we may experience difficulties that could delay or prevent the successful
development, introduction or marketing of these products and services, or our new products and services and enhancements may
not adequately meet the demands of the marketplace or achieve market acceptance.

Microsoft announced a plan to end technical support and patches for a series of Windows-based operating systems, including
Windows 7, which is currently in use on a large number of our ATMs. Microsoft has stated that support for Windows 7 has ended
as of January 2020 and that limited support will be available until 2023 for a fee. As a large number of our ATMs currently operate
on Windows 7 we are in the process of upgrading or replacing portions of our fleet. As we progress through the upgrades we
anticipate the cost will be significant to us and may elevate our capital expenditures. Changing security features, compatibility
requirements and end of life capital replenishment may result in upgrade costs and capital costs as well as downtime at some of
our ATMs, which could adversely impact revenues and profits.

If we are unsuccessful in offering products or services that gain market acceptance, it could have an adverse impact on our
ability to retain existing customers or attract new ones, which could have a material adverse effect on our revenues and our
operations.

Errors or omissions in the settlement of merchant funds or in our vault cash reconciliations could damage our relationships

with our merchant customers and vault cash providers, respectively and expose us to liability.

We are responsible for maintaining accurate bank account information for certain of our merchant, financial institution
customers and vault cash providers and accurate settlements of funds into these accounts based on the underlying transaction
activity. This process relies on precise and authorized maintenance of electronic records and internal controls. Although we have
controls in place to help ensure the safety and accuracy of our records in the movement and settlement of funds, errors or unauthorized
changes to these records or failure to maintain proper controls of the vault cash in transit with our carriers could result in the
erroneous or fraudulent movement of funds, thus damaging our relationships with our merchant customers and vault cash providers
exposing us to liability and potentially resulting in a material adverse impact on our operations and cash flows.

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Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and

our vault cash rental costs.

Interest on amounts borrowed under our revolving credit facility is based on a floating interest rate, and our vault cash rental
expense is based primarily on floating interest rates. As a result, our interest expense and cash management costs are sensitive to
changes in interest rates. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate
formulas based on a spread above various LIBOR in the U.S., and the U.K. In Germany and Spain, the rate is based on the Euro
Interbank Offered Rate (commonly referred to as “Euribor”). In Mexico, the rate is based on the Interbank Equilibrium Interest
Rate (commonly referred to as the “TIIE”), in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and
the Canadian prime rate, and in Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”). Although we currently
hedge a portion of our vault cash interest exposure and interest on outstanding borrowings on our revolving credit facility by using
interest rate swap and cap contracts, we may not be able to enter into similar arrangements for similar amounts in the future. Any
significant future increases in interest rates could have a negative impact on our earnings and cash flow by increasing our operating
costs and expenses.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it
intends to stop compelling banks to submit LIBOR rates after 2021. The announcement indicates that the continuation of LIBOR
on the current basis cannot be guaranteed after 2021. While there is no consensus on what rate or rates may become accepted
alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee (or "ARRC"), selected the Federal
Reserve Bank of New York to publish the Secured Overnight Finance Rate or SOFR as an alternative to LIBOR. Beginning in
May 2018, SOFR was established as a broad measure of the cost of overnight borrowing collateralized by U.S. Treasury securities.
Furthermore, the Bank of England has commenced publication of a reformed Sterling Overnight Index Average (or "SONIA"),
comprised of a broader set of overnight Sterling money market transactions. The SONIA has been recommended as the alternative
to Sterling LIBOR by the Bank of England’s Working Group on Sterling Risk-Free Reference Rates. At this time, it is not possible
to predict whether SOFR, SONIA or other rates will become widely accepted alternatives to LIBOR. As a result, it is also not
possible to predict whether LIBOR will continue in place, what changes will be made to it, what rates may replace LIBOR going
forward, or how a reference rate will be determined for purposes of loans, securities and derivative instruments that reference
LIBOR when and if it ceases to exist. For these reasons, the potential effect of a LIBOR phase out on our operating costs cannot
yet be determined. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in an
increase or decrease in reported LIBOR. The potential changes could have a negative impact on our earnings and cash flow by
increasing our operating costs and expenses.

For additional information, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - Interest Rate

Risk.

The election by our merchant customers not to participate in our surcharge-free network offerings could impact the

effectiveness of our offerings, which would negatively impact our financial results.

Financial institutions that are members of the Allpoint network pay a fee in exchange for allowing their cardholders to use
selected Company-owned, managed and/or participating ATMs on a surcharge-free basis. The success of the Allpoint network is
dependent upon the participation by our merchant customers in that network. In the event a significant number of our merchants
elect not to participate in that network, the benefits and effectiveness of the network would be diminished, thus potentially causing
some of the participating financial institutions to not renew their agreements, terminate early with us, and/or trigger financial
penalties, thereby having a negative impact on our financial results.

We may be unable to effectively integrate our acquisitions, which could increase our cost of operations, reduce our

profitability, or reduce our shareholder value.

We have been an active business acquirer and may be active in the future. The acquisition and integration of businesses
involves a number of risks. The core risks are in the areas of valuation (negotiating a fair price for the business based on inherently
limited due diligence) and integration (managing the complex process of integrating the acquired company’s personnel, products,
processes, technology, and other assets so as to realize the projected value of the acquired company and the synergies projected
to be realized in connection with the acquisition).

The process of integrating operations is time consuming and could cause an interruption of, or loss of momentum in, the
activities of one or more of our combined businesses and the possible loss of key personnel. The diversion of management’s
attention from day-to-day operations, any delays or difficulties encountered in connection with acquisitions, and the integration
of the companies’ operations could have an adverse effect on our business, results of operations, financial condition or prospects.
The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating
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personnel with disparate business backgrounds, and combining different corporate cultures. Further, if we cannot successfully
integrate an acquired company’s internal control over financial reporting, the reliability of our consolidated financial statements
may be impaired and we may not be able to meet our reporting obligations under applicable law. Any such impairment or failure
could cause investor confidence and, in turn, the market price of our common shares, to be materially adversely affected.

In addition, even if we are able to integrate acquired businesses successfully, we may not realize the full benefits of the cost
efficiency or synergies, or other benefits that we anticipated when selecting our acquisition candidates or these benefits may not
be achieved within a reasonable period of time. We may be required to invest significant capital and resources after an acquisition
to maintain or grow the business that we acquire. Further, acquired businesses may not achieve anticipated revenues, earnings, or
cash flows. Any shortfall in anticipated revenues, earnings, or cash flows could require us to write down the carrying value of the
intangible assets associated with any acquired company, which would adversely affect our reported earnings.

Since we were incorporated as Cardtronics Group, Inc. in 2001, we have acquired numerous ATM businesses, a surcharge-
free ATM network, a technology product offering that complements our surcharge-free offering, an ATM installation company in
the U.K., a Scotland-based provider and developer of marketing and advertising software and services for ATM owners, a U.K.-
based provider of secure cash logistics and ATM maintenance, and a transaction processor in the U.S. We have made acquisitions
to obtain the assets of deployed ATM networks and the related businesses and their infrastructure, as well as for strategic reasons
to enhance the capability of our ATMs and expand our service offerings. We currently anticipate that our future acquisitions, if
any, will likely reflect a mix of asset acquisitions and acquisitions of businesses, with each acquisition having its own set of unique
characteristics. In the future, we may acquire businesses outside of our traditional areas, which could introduce new risks and
uncertainties. To the extent that we elect to acquire an existing company or the operations, technology, and the personnel of the
company, we may assume some or all of the liabilities associated with the acquired company and face new and added challenges
integrating such acquisition into our operations.

A failure of enterprise resource planning (“ERP”) and other associated information systems changes could adversely

impact our business and our results of operations.

The Company has implemented a new cloud based enterprise resource planning and related information systems in order to
better manage the business. This implementation required the commitment of significant personnel and financial resources, and
entailed risks to business operations. Failure and difficulties encountered with our new ERP and related information systems would
result in lost anticipated productivity improvements or cost efficiencies, and/or interruptions in service or other operational
difficulties that hinder our ability to effectively manage our business. If we do experience unanticipated failures or other difficulties
with the ERP system, we may incur additional costs associated with repairing and/or re-implementing the system, adversely
impacting our financial condition and results of operations.

We operate in many sovereign jurisdictions across the globe and expect to continue to grow our business in new regions.

Operating in different countries involves special risks which could result in a reduction of our gross and net profits.

We have operations in the U.S., the U.K., Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand, India and South
Africa. We expect to continue to expand in the countries in which we currently operate, and potentially into other countries as
opportunities arise. We currently report our consolidated results in U.S. dollars and under generally accepted accounting principles
in the U.S. (“U.S. GAAP” or “GAAP”) and expect to do so for the foreseeable future. Operating in various distinct jurisdictions
presents a number of risks, including:

•

•
•

•

•
•

•

exposure to currency fluctuations, including the risk that our future reported operating results could be negatively
impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S.
dollar, which represents our consolidated reporting currency;
the imposition of exchange controls, which could impair our ability to freely move cash;
difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate,
including unique labor and reporting laws and restrictions on the collection, management, aggregation, and use of
information;
unexpected changes in laws, regulations, and policies of governments or other regulatory bodies, including changes
that could potentially disallow surcharging or that could result in a reduction in the amount of interchange or other
transaction-based fees that we receive;
new, existing or unanticipated conflicts, and political and/or social instability that may be experienced;
rising crime rates in certain of the areas we operate in, including increased incidents of crimes on our ATMs and
against store personnel where our ATMs are located;
difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those
countries in which we operate;

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•

•
•

decreased ATM usage related to decreased travel and tourism or travel restrictions and quarantines in the markets that
we operate in;
decreased use or restrictions on the use of cash, or supply chain or staffing interruptions, related to the widespread
outbreak of contagious diseases;
exposure to corruption in jurisdictions where we operate; and
potential adverse tax consequences, including restrictions on the repatriation of foreign earnings.

Any of these factors could have a material adverse impact on us and reduce the revenues and profitability derived from our
international operations and thereby adversely impact our consolidated operations and cash flows.

The exit of the U.K. from the European Union could adversely affect us and our shareholders.

On January 31, 2020, the U.K. exited the European Union and is now in a transition period through December 2020. As a
significant portion of our operations are located in the U.K. and our parent company is incorporated in the U.K., we face potential
risks associated with the exit and transition. The exit of the U.K. from the E.U. and implementation of the resulting changes could
materially and adversely affect the tax, tax treaty, currency, operational, legal, human, and regulatory regime as well as the macro-
economic environment in which we operate. The effect of any of these risks, were they to materialize, is difficult to quantify, but
could materially increase our operating and compliance costs and materially affect our tax position or business, results of operations
and financial position.

We derive a significant portion of our revenues and profits from bank-branding relationships with financial institutions
and surcharge-free revenue from our Allpoint network. A decline in these revenues as a result of changes in financial institution
and card provider demand for these services may have a significant negative impact on our results.

Bank-branding and surcharge-free revenues from our Allpoint network drive a significant portion of our revenues, and if these
product offerings were to become less attractive to financial institutions and card providers whereby we lost a significant amount
of existing contracts, it could have a material impact on our revenues and profits. In addition, consolidations within the banking
industry may impact our bank-branding relationships as existing bank-branding customers are acquired by other financial
institutions, some of which may not be existing bank-branding customers. Our bank-branding contracts could be adversely affected
by such consolidations.

If we experience additional impairments of our goodwill or other intangible assets, we will be required to record a charge

to earnings, which may be significant.

We have a large amount of goodwill and other intangible assets and are required to perform periodic assessments for any
possible impairment for accounting purposes. We periodically evaluate the recoverability and the amortization period of our
intangible assets under U.S. GAAP and have taken impairment charges following this analysis in the past. Some of the factors
that we consider important in assessing whether or not impairment exists include the performance of the related assets relative to
the expected historical or projected future operating results, significant changes in the manner of our use of the assets or the strategy
for our overall business, and significant negative industry or economic trends. These factors and assumptions, and any changes
in them, could result in an impairment of our goodwill and other intangible assets.

During 2019, we recognized a $7.3 million impairment of our goodwill in our Canada reporting unit. Additionally, during
2017, we recognized impairments of our goodwill and other intangible assets of $140.0 million and $54.5 million, respectively,
in our Australia & New Zealand reporting unit. See the risk factor entitled, The broad introduction of free-to-use ATMs in Australia
has and will continue to adversely impact our revenues and profits, above for additional information regarding the market changes
that resulted in this impairment. As of December 31, 2019, we had goodwill and other intangible assets of $752.6 million and
$113.9 million, respectively. In the event we determine our goodwill or amortizable intangible assets are impaired in the future,
we may be required to record a significant charge to earnings in our consolidated financial statements, which would negatively
impact our results of operations and that impact could be material.

We may accumulate excess or obsolete inventory or assets that cannot be used or re-deployed, which could result in

unanticipated write-downs and adversely affect our financial results.

To the extent we are not able to re-deploy the assets, we may in future periods incur write-downs of these and other assets

which could materially and adversely affect our business, results of operations, and stockholders’ equity.

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We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our

business, remain in compliance with debt covenants, and make payments on our indebtedness.

As of December 31, 2019, our outstanding indebtedness was $754.8 million, which represents approximately 67% of our
total book capitalization of approximately $1.1 billion. Our indebtedness could have important consequences. For example, it
could:

•

• make it difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the
obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event
of default under the indentures governing our senior subordinated notes and the agreements governing our other
indebtedness;
require us to dedicate a substantial portion of our cash flow in the future to pay principal and interest on our debt, which
will reduce the funds available for working capital, capital expenditures, acquisitions, and other general corporate
purposes;
require us to refinance our indebtedness or, in the case of our Convertible Notes, issue shares;
•
•
limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
• make us more vulnerable to adverse changes in general economic, industry and competitive conditions, and adverse

•

changes in government regulation; and
limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service
requirements, execution of our growth strategy, research and development costs, or other purposes.

Any of these factors could materially and adversely affect our business, results of operations, and cash flows. We cannot
assure shareholders that our business will generate sufficient cash flow from operations or that future borrowings, including those
under our credit facilities, will be available in an amount sufficient to pay our indebtedness. If we do not have sufficient earnings
or capital resources to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more
money, delay investment and capital expenditures, or sell equity or debt securities, none of which we can guarantee we will be
able to do on commercially reasonable terms or at all. For additional information, see Part II. Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Facilities.

Our $287.5 million Convertible Notes are due to mature on December 1, 2020. While our current plan is to retire these
obligations with additional borrowings under our revolving credit facility and we currently have and expect to have the necessary
capacity under our revolving credit facility to repay the Convertible Notes, there can be no assurance that we will be able to borrow
the necessary funds at the time they mature. Alternatively, if we are unable to secure the necessary funds through our revolving
credit facility or another financing vehicle, we may issue new common stock for the settlement of the Convertible Notes which
could dilute our current shareholders’ equity interests.

The terms of our credit agreement and the indentures governing our senior notes may restrict our current and future

operations, particularly our ability to respond to changes in our business or to take certain actions.

Our credit agreement and the indentures governing our senior notes include a number of covenants that, among other items,

restrict or limit our ability to:

sell or transfer property or assets;
pay dividends on or redeem or repurchase shares;

•
•
• merge into or consolidate with any third-party;
create, incur, assume, or guarantee additional indebtedness;
•
•
create certain liens;
• make investments;
•
•
•

engage in transactions with affiliates;
issue or sell preferred shares of restricted subsidiaries; and
enter into sale and leaseback transactions.

In addition, we are required by our credit agreement to adhere to certain covenants and maintain specified financial ratios.
As a result of these ratios, we may be limited in the manner in which we conduct our business in the future and may be unable to
engage in favorable business activities or finance our future operations or capital needs. Accordingly, these restrictions may limit
our ability to successfully operate our business and prevent us from fulfilling our debt obligations. A failure to comply with the
covenants or financial ratios could result in an event of default. In the event of a default under our credit agreement, the lenders
could exercise a number of remedies, some of which could result in an event of default under the indentures governing the senior
notes. An acceleration of indebtedness under our credit agreement would also likely result in an event of default under the terms
of any other financing arrangement we have outstanding at the time. If any or all of our debt were to be accelerated, we cannot
assure shareholders that our assets would be sufficient to repay our indebtedness in full. If we are unable to repay any amounts
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outstanding under our bank credit facility when due, the lenders will have the right to proceed against the collateral securing our
indebtedness. Such actions could have a material adverse impact on our operations and cash flows. For additional information
related to our credit agreement and indentures, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources - Financing Facilities.

The fundamental change and make-whole fundamental change provisions associated with our $287.5 million of 1.00%
Convertible Senior Notes due December 2020 (“Convertible Notes”) may delay or prevent an otherwise beneficial takeover
attempt of us.

The fundamental change purchase rights, which will allow holders of our Convertible Notes to require us to purchase all or
a portion of their notes upon the occurrence of a fundamental change, and the provisions requiring an increase to the conversion
rate for conversions in connection with certain other circumstances may delay or prevent a takeover of us or the removal of current
management that might otherwise be beneficial to investors. For the potential dilutive effect on the convertible notes, see the risk
factor entitled The accounting method for convertible debt securities that may be settled in cash could have a material affect on
our reported financial results.

We may not have the ability to raise the funds necessary to pay the amount of cash due upon conversion of the Convertible
Notes, if relevant, or upon the occurrence of a fundamental change as described in our convertible indentures, and our debt
may contain limitations on our ability to pay cash upon conversion or required purchase of the Convertible Notes.

Upon the occurrence of a fundamental change, holders of our Convertible Notes may require us to purchase, for cash, all or
a portion of their Convertible Notes at a fundamental change purchase consideration specified within the convertible note indentures.
There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing, to pay the fundamental
change purchase consideration if holders submit their Convertible Notes for purchase by us upon the occurrence of a fundamental
change or to pay the amount of cash (if any) due if holders surrender their Convertible Notes for conversion. In addition, the
occurrence of a fundamental change may cause an event of default under agreements governing us or our subsidiaries’ indebtedness.
Agreements governing any future debt may also restrict our ability to make any of the required cash payments even if we have
sufficient funds to make them. Furthermore, our ability to purchase the Convertible Notes or to pay cash (if any) due upon the
conversion of the Convertible Notes may be limited by law or regulatory authority. In addition, if we fail to purchase the Convertible
Notes or to pay the amount of cash (if any) due upon conversion of the Convertible Notes, we will be in default under the indenture.
A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other
indebtedness, which in turn may result in the acceleration of other indebtedness we may then have. If the repayment of the other
indebtedness were to be accelerated, we may not have sufficient funds to repay that indebtedness and to purchase the Convertible
Notes or to pay the amount of cash (if any) due upon conversion. Our convertible notes are due December 2020, see Part I. Item
1A. We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business,
remain in compliance with debt covenants, and make payments on our indebtedness.

Non-compliance with established EFT network rules and regulations could expose us to fines, penalties or other liabilities
and could negatively impact our results of operations. Additionally, new EFT network rules and regulations could require us
to expend significant amounts of capital to remain in compliance with such rules and regulations.

Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account
balances. These networks include Star, Pulse, NYCE, Cirrus (MasterCard), and Plus (Visa) in the U.S., and LINK in the U.K.,
among other networks. We utilize various other EFT networks in our other geographic locations. EFT networks set the interchange
fees that they charge to the financial institutions, as well as the amounts paid to us. Additionally, EFT networks, including MasterCard
and Visa, establish rules and regulations that ATM providers, including ourselves, must comply with in order for member cardholders
to use those ATMs. Failure to comply with such rules and regulations could expose us to penalties and/or fines, which could
negatively impact our financial results. Furthermore, compliance may in certain instances require capital expenditure, which could
be significant. The payment networks’ rules and regulations are generally subject to change and they may modify their rules and
regulations from time to time. Our inability to react to changes in the rules and regulations or the interruption or application thereof,
may result in the substantial disruption of our business.

The majority of the electronic debit networks over which our transactions are conducted require sponsorship by a bank,

and the loss of any of our sponsors and our inability to find a replacement may cause disruptions to our operations.

In each of the geographic segments in which we operate, bank sponsorship is required in order to process transactions over
certain networks. In all of our markets, our ATMs are connected to financial transaction switching networks operated by
organizations such as Visa and MasterCard. The rules governing these switching networks require any company sending transactions
through these networks to be a bank or a technical service processor that is approved and monitored by a bank. As a result, the
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operation of our ATM network in all of our markets depends on our ability to secure these “sponsor” arrangements with financial
institutions. In the U.S., our largest geographic segment by revenues, bank sponsorship is required on a significant majority of
our transactions and we rely on our sponsor banks for participation in the applicable networks. In the U.K., only international
transactions require bank sponsorship. In Mexico, all ATM transactions require bank sponsorship, which is currently provided by
our banking partners in the country. In Canada, Germany, and Spain, bank sponsorships are also required and are obtained through
our relationships with third-party processors. If our current sponsor banks decide to no longer provide this service, or are no longer
financially capable of providing this service as may be determined by certain networks, it may be difficult to find an adequate
replacement at a cost similar to what we incur today, or potentially, we could incur a temporary service disruption for certain
transactions in the event we lose or do not retain bank sponsorship, which may negatively impact our profitability and may prevent
us from doing business in that market.

If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely

affected.

We are dependent upon the ability and experience of a number of key personnel who have substantial experience with our
operations, the rapidly changing automated consumer financial services industry, and the geographical segments in which we
operate. It is possible that the loss of the services of one or a combination of several of our senior executives or key managers
would have an adverse effect on our operations, if we are not able to find suitable replacements for such persons in a timely manner.
Unexpected turnover in key leadership positions within the Company may adversely impact our ability to manage the Company
efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing
personnel, any of which could adversely impact our business. Any adverse change in our reputation, whether as a result of decreases
in revenue or a decline in the market price of our common shares, could affect our ability to motivate and retain our existing
employees and recruit new employees. Our success also depends on our ability to continue to attract, manage, motivate and retain
other qualified management, as well as technical and operational personnel as we grow. We may not be able to continue to attract
and retain such personnel in the future, which could adversely impact our business.

We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or

health emergencies that may negatively affect our business.

Many of our ATMs are located in convenience stores, gas stations, malls, grocery stores, drug stores, airports, train stations,
and other large retailers and are utilized by consumers that frequent them. As such transaction volumes at our ATMs located in
regions affected by strong winter weather patterns typically experience declines in volume during those months as a result of
decreases in the amount of consumer traffic through such locations. With the majority of our ATMs located in the northern
hemisphere, we expect to see slightly higher transactions in the warmer summer months from May through August, which are
also aided by increased vacation and holiday travel. As a result of these seasonal variations, our quarterly operating results may
fluctuate and could lead to volatility in the price of our shares. In addition, if a recessionary economic environment were to reduce
traffic at our ATM locations, this could impact the level of transactions taking place on our networks and at our ATMs.

Natural or man-made disasters (including, hurricanes, flooding, tornadoes, fires, or acts of war or terror), uncharacteristic or
significant weather conditions or real or potential health emergencies such as the widespread outbreak of contagious diseases
could hinder travel, result in travel bans, government restrictions or quarantines. Any of these events could restrict or reduce traffic
at our ATM locations, reduce the use or demand for cash or decrease demand for our services. In addition, any catastrophic events
or significant business interruptions could reduce or impair our ability, and that of our employees, to provide services and conduct
operations and this may occur in a manner that cannot be mitigated by our disaster and business continuity planning or cause
losses which are not recoverable under our insurance policies. The impact of such events may have a range of lingering impacts
on us, our employees, customers, our suppliers and the overall economy, adversely affecting our operations, financial condition,
results of operations and cash flows even after the initial incident resolves.

Changes in tax laws, regulations and interpretations or challenges to our tax positions could adversely affect our business.

We are a large corporation with operations in various jurisdictions around the world. As such, we are subject to tax laws and
regulations of federal, state and local governments. We compute our income tax provision based on enacted tax rates in the
jurisdictions in which we operate. As the tax rates vary among jurisdictions, a change in earnings attributable to the various
jurisdictions in which we operate could result in an unfavorable change in our overall tax provision.

From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax
liability. For example, the recent U.S. tax legislation enacted on December 22, 2017 resulted in significant changes to the U.S.
federal tax code. This tax legislation significantly reduced the U.S. statutory corporate tax rate and made other changes that could
have a favorable impact on our overall U.S. federal tax liability in a given period. However, the tax legislation also included a
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number of provisions, including, but not limited to, the limitation or elimination of various deductions or credits (including for
interest expense and for performance-based compensation under Section 162(m)), the imposition of taxes on certain cross-border
payments or transfers and the changing of the timing of the recognition of certain income and deductions or their character that
could significantly and adversely affect our U.S. federal income tax position. There can be no assurance that changes in tax laws
or regulations, both within the U.S. and the other jurisdictions in which we operate, will not materially and adversely affect our
effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that
impact our customers and counterparties or the economy generally may also impact our financial condition and results of operations.

We may also be audited from time to time and while we generally believe we comply with all filing and reporting requirements,
a regulator may challenge a particular position or interpretation of law or practice. Certain of our entities are currently under audit.

In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply
with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any
changes in enacted tax laws (such as the recent U.S. tax legislation), rules or regulatory or judicial interpretations; any adverse
outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income
taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.

We operate in several jurisdictions and we could be adversely affected by violations of anti-bribery, sanctions and anti-

money laundering laws and regulations.

Our business operations are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign
Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions, such as the U.K. Bribery Act,
generally prohibit companies and their intermediaries from paying or promising to pay government officials, political parties, or
political party officials and in some cases private individuals or organizations for the purpose of obtaining, retaining, influencing,
or directing business. We operate in parts of the world that have experienced governmental or commercial corruption to some
degree and, in certain circumstances, compliance with anti-corruption laws may conflict with local customs and practices.

Our employees and agents may interact with government officials on our behalf, including interactions necessary to obtain
licenses and other regulatory approvals necessary to operate our business, import or export equipment and resolve tax disputes.
These interactions create a risk that actions may occur that could violate the FCPA or other similar laws.

Although we have implemented policies and procedures designed to ensure compliance with local laws and regulations as
well as U.S. and U.K. laws and regulations, including the FCPA and the U.K. Bribery Act, there can be no assurance that all of
our employees, consultants, contractors and agents will abide by our policies. If we were to be found to be liable for violations of
the FCPA, the U.K. Bribery Act or similar anti-corruption laws, either due to our own acts or out of inadvertence, or due to the
acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on
our business, results of operations, financial condition, and cash flows.

We are also subject to economic and trade sanctions programs that are administered globally by the United Nations and in
the United States by the Treasury Department’s Office of Foreign Assets Control (OFAC). These programs prohibit or restrict
transactions to or from or dealings with specified countries, governments or individuals, including narcotics traffickers and terrorists
or terrorist organizations. Additionally other countries in which we operate also have sanctions programs including Canada,
Australia, the United Kingdom and the European Union.

Compliance with sanctions regulations may be onerous and expensive, and they may be inconsistent or contradictory between
jurisdictions. Any violation of OFAC or other sanctions regulations could result in criminal or civil penalties which could have a
material and adverse effect on our business, results of operations, financial condition, and cash flows.

Many jurisdictions apply financial crime regulations, including combating money laundering and terrorist financing. Whilst
we are not a financial institution, certain of these regulations may apply to our businesses. To the extent that they do, any violation
of such financial crime regulations could have a material and adverse effect on our business, results of operations, financial
condition, and cash flows.

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If we are unable to adequately protect our intellectual property, we may lose a valuable competitive advantage or be forced
to incur costly litigation to protect our rights. Additionally, if we face claims of infringement of third-party intellectual property,
we may be forced to incur costly litigation.

Our success depends, in part, on developing and protecting our intellectual property. We rely on copyright, patent, trademark
and trade secret laws to protect our intellectual property. We also rely on other confidentiality and contractual agreements and
arrangements with our employees, affiliates, business partners and customers to establish and protect our intellectual property and
similar proprietary rights. While we expect these agreements and arrangements to be honored, we cannot assure shareholders that
they will be and, despite our efforts, our trade secrets and proprietary know-how could become known to, or independently
developed by competitors. Agreements entered into for that purpose may not be enforceable or provide us with an adequate remedy.
Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which
our applications and services are made available. Any litigation relating to the defense of our intellectual property, whether
successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

In addition, we may face claims of infringement that could interfere with our ability to use technology or other intellectual
property rights that are material to our business operations. We may expose ourselves to additional liability if we agree to indemnify
our customers against third-party infringement claims. If the owner of intellectual property establishes that we are, or a customer
which we are obligated to indemnify is, infringing its intellectual property rights, we may be forced to change our products or
services, and such changes may be expensive or impractical, or we may need to seek royalty or license agreements from the owner
of such rights. In the event a claim of infringement against us is successful, we may be required to pay royalties to use technology
or other intellectual property rights that we had been using, or we may be required to enter into a license agreement and pay license
fees, or we may be required to stop using the technology or other intellectual property rights that we had been using. We may be
unable to obtain necessary licenses from third-parties at a reasonable cost or within a reasonable amount of time. Any litigation
of this type, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our
resources.

We are subject to business cycles, seasonality, and other outside factors that may negatively affect our business.

Our overall business is subject to seasonal variations. Transaction volumes at our ATMs located in regions affected by strong
winter weather patterns typically experience declines in volume during those months as a result of decreases in the amount of
consumer traffic through such locations. With the majority of our ATMs located in the northern hemisphere, we expect to see
slightly higher transactions in the warmer summer months from May through August, which are also aided by increased vacation
and holiday travel. As a result of these seasonal variations, our quarterly operating results may fluctuate and could lead to volatility
in the price of our shares. In addition, a recessionary economic environment could impact the level of transactions taking place
on our networks, which could have a material impact on our operations and cash flows.

Cardtronics plc may be treated as a U.S. corporation for U.S. federal income tax purposes and could be liable for substantial
additional U.S. federal income taxes in the event our redomicile to the U.K. is successfully challenged by the U.S. Internal
Revenue Service (“IRS”).

For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its incorporation
or organization. Because Cardtronics plc is incorporated under English law, it should be considered a U.K. tax resident, and not
a U.S. tax resident under these general rules. However, Section 7874 of the Code provides that a corporation organized outside
the U.S. that acquires substantially all of the assets of a corporation organized in the U.S. (including through a merger) will be
treated as a U.S. corporation (and therefore, a U.S. tax resident) for U.S. federal income tax purposes if (i) the shareholders of the
acquired U.S. corporation own at least 80% (of either the voting power or value) of the share of the acquiring foreign corporation
after the acquisition and (ii) the acquiring foreign corporation’s “expanded affiliated group” does not have substantial business
activities in the country in which the acquiring foreign corporation is organized relative to the expanded affiliated group’s worldwide
activities (“substantial business activities” or the “SBA Test”). Pursuant to the Redomicile Transaction, Cardtronics plc indirectly
acquired all of Cardtronics Delaware’s assets, and Cardtronics Delaware shareholders held 100% of the value of Cardtronics plc
by virtue of their prior share ownership of Cardtronics Delaware immediately after the Redomicile Transaction. As a result, the
Cardtronics plc expanded affiliated group (which includes Cardtronics Delaware and its subsidiaries) must have had substantial
business activities in the U.K. for Cardtronics plc to avoid being treated as a U.S. corporation for U.S. federal income tax purposes
under Section 7874 of the Code. In order for the Cardtronics plc expanded affiliated group to have satisfied the SBA Test, at least
25% of the employees (by headcount and compensation), assets, and gross income of such group must have been based, located,
and derived, respectively, in the U.K. as of the dates and for relevant periods under the Code sections.

Cardtronics plc believes it fully satisfied the SBA Test and performed rigorous analysis to support this conclusion. However,
the application of Section 7874 of the Code is not entirely clear in all situations, and while we believe the SBA Test was fully
31

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satisfied, there is no assurance that the IRS or a court will agree. Furthermore, there have been legislative proposals to expand the
scope of U.S. corporate tax residence and there could be changes to the Code (including Section 7874 of the Code) or the U.S.
Treasury Regulations that could result in Cardtronics plc being treated as a U.S. corporation or otherwise have adverse consequences.
Such statutory or regulatory provisions could have retroactive application.

If it were determined that Cardtronics plc should be taxed as a U.S. corporation for U.S. federal income tax purposes, Cardtronics
plc could be liable for substantial additional U.S. federal income taxes. Additionally, the U.K. could continue to tax Cardtronics
plc as a U.K. tax resident for U.K. tax purposes, and thus Cardtronics plc and its shareholders could be subject to taxation in both
the U.S. and the U.K.

Our U.S. shareholders could suffer tax consequences if we are treated as a “controlled foreign corporation” for U.S.

federal income tax purposes.

A foreign corporation will be treated as a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes if,
on any day during the taxable year of such foreign corporation, more than 50% of the equity interests in such corporation, measured
by reference to the combined voting power or value of the equity of the corporation, is owned directly or by application of the
attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Internal Revenue Code by United States
Shareholders. For this purpose, a “United States Shareholder” is any United States person that possesses directly, or by application
of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code, 10% or more of the combined voting
power of all classes of equity in such corporation. Each United States Shareholder of our Company who owns, directly or indirectly,
our common shares on the last day of the taxable year on which we are a CFC will be required to include in its gross income for
United States federal income tax purposes its pro rata share of our “Subpart F income,” even if the Subpart F income is not
distributed. Subpart F income generally includes passive income but also includes certain related party sales, manufacturing and
services income. Additionally, post U.S. Tax Reform, each United States Shareholder of our Company may be required to include
in their gross income for United States federal income tax purposes its pro rata share of our Global Intangible Low-Taxed Income,
even if undistributed. If we are a CFC, the Passive Foreign Investment Company ("PFIC") rules set forth above, even if we are
otherwise considered to be a PFIC, will not be applicable. United States persons who might, directly, indirectly or constructively,
acquire 10% or more of our common shares, and therefore might be a United States Shareholder, should consider the possible
application of the CFC rules, and consult a tax advisor with respect to such matter.

Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our

ability to maintain our current market position or expand.

Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors,

many of which are beyond our control, including the following:

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•
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•

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•

•
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•

•

changes in consumers’ preferences for cash as a payment vehicle;
changes implemented by networks and how they determine interchange rates;
changes in general economic conditions and specific market conditions in the ATM and financial services industries;
competition from other companies providing the same or similar services that we offer;
changes in the demand for our services by financial institutions;
changes in legislative or regulatory requirements associated with the ATM and financial services industries;
changes in payment trends and offerings in the markets in which we operate;
security or data breaches, cyber-incidents or other business disruptions;
changes in the financial condition and operational execution of our key vendors and service providers;
changes in the mix of our merchant customers;
the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion of sales,
marketing, and operations, including as a result of acquisitions, if any;
political or social instability;
the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill, intangible
assets, or long-lived assets;
changes in the general level of interest rates in the markets in which we operate;
changes in inflation or how key vendors and suppliers price their services to us;
changes in the mix of our current services;
changes in the financial condition and credit risk of our customers;
any adverse results in litigation by us or by others against us;
our inability to make payments on our outstanding indebtedness as they become due;
our failure to successfully enter new markets or the failure of new markets to develop in the time and manner we
anticipate;
acquisitions, strategic alliances, or joint ventures involving us, our customers, vendors, or our competitors;

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•

•
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•

terrorist acts, theft, vandalism, fires, floods, or other natural disasters;
decreased use or restrictions on the use of cash, or supply chain interruptions, related to the widespread outbreak of
contagious diseases;
additions or departures of key personnel;
changes in tax rates or tax policies in the jurisdictions in which we operate; and
exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted
by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which
represents our consolidated reporting currency.

Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition.
Although we have experienced revenue growth in recent years, this growth rate is not necessarily indicative of future operating
results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to personnel expenses,
depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to
fluctuations in revenues. Additionally, beginning in July 2017, the loss of our largest customer at that time, 7-Eleven in the U.S.,
had a significant negative impact on our income from operations and cash flows. As such, comparisons to prior periods should
not be relied upon as indications of our future performance.

Risks associated with our common shares

We may issue additional common shares or instruments convertible into common shares, which may materially and

adversely affect the market price of our common shares and the trading price of our Convertible Notes.

We may conduct future offerings of our common shares or other securities convertible into our common shares to fund
acquisitions, finance operations or for general corporate purposes. In addition, we may elect to settle the conversion of our
outstanding Convertible Notes in common shares and we may also issue common shares under our equity awards programs. The
market price of our common shares or the trading price of the Convertible Notes could decrease significantly if we conduct such
future offerings, if any of our existing shareholders sells a substantial amount of our common shares or if the market perceives
that such offerings or sales may occur. Moreover, any issuance of additional common shares will dilute the ownership interest of
our existing common shareholders and may adversely affect the ability of holders of our Convertible Notes to participate in any
appreciation of our common shares.

The accounting method for convertible debt securities that may be settled in cash could have a material affect on our

reported financial results.

Under U.S. GAAP, an entity must separately account for the debt component and the embedded conversion option of convertible
debt instruments that may be settled entirely or partially in cash upon conversion, such as our Convertible Notes, in a manner that
reflects the issuer’s economic interest cost. The effect of the accounting treatment for such instruments is that the value of such
embedded conversion option is treated as an original issue discount for purposes of accounting for the debt component of the
Convertible Notes, and that original issue discount is amortized into interest expense over the term of the Convertible Notes using
an effective yield method. As a result, we are required to record non-cash interest expense as a result of the amortization of the
effective original issue discount to the Convertible Notes’ face amount over the term of the notes. Accordingly, we report lower
net income in our financial results because of the recognition of both the current period’s amortization of the debt discount and
the Convertible Notes’ coupon interest.

Under certain circumstances, convertible debt instruments that may be settled entirely or partially in cash are evaluated for
their impact on earnings per share utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion
of the notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the
notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the notes are
accounted for as if the number of common shares that would be necessary to settle such excess, if we elected to settle such excess
in shares, are issued. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of
the notes, then our diluted earnings per share could be adversely affected.

Our articles of association include mandatory offer provisions that may be viewed as less favorable to shareholders,

including with respect to takeover matters.

Although we are not currently subject to the U.K. Takeover Code, certain provisions similar to the mandatory offer provisions
and certain other aspects of the U.K. Takeover Code were specifically approved and included in our articles of association that
were adopted at the special meeting of shareholders of Cardtronics Delaware held in June 2016 in connection with the Redomicile
Transaction. As a result, except as permitted by our articles of association, (including acquisitions with the consent of our Board
33

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of Directors or with prior approval by the independent shareholders at a general meeting), a shareholder, together with persons
acting in concert, would be at risk of certain Board of Directors sanctions if they acquired 30% or more of our issued shares without
making a voluntary offer for all of the issued and outstanding shares, not already held by the acquirer, that is in cash (or accompanied
by a full cash alternative) and otherwise in accordance with the provisions of the U.K. Takeover Code, (as if the U.K. Takeover
Code applied to us). The ability of shareholders to retain their shares upon completion of an offer for our entire issued share capital
may depend on whether the Board of Directors subsequently agrees to propose a court-approved scheme of arrangement that
would, if approved by our shareholders, compel minority shareholders to transfer or surrender their shares in favor of the offeror,
or if the offeror acquires at least 90% of the shares. In that case, the offeror can require minority shareholders to accept the offer
under the ‘squeeze-out’ provisions in our articles of association. The mandatory offer provisions in our articles of association could
have the effect of discouraging the acquisition and holding of interests of 30% or more of our issued shares and encouraging those
shareholders, who may be acting in concert, with respect to the acquisition of shares, to obtain the recommendation of our Board
of Directors before effecting any additional purchases. In addition, these provisions may adversely affect the market price of our
shares or inhibit fluctuations in the market price of our shares that could otherwise result from actual or rumored takeover attempts.

English law generally provides for increased shareholder approval requirements with respect to certain aspects of capital

management.

English law provides that a board of directors may generally only allot shares with the prior authorization of shareholders
and such authorization must specify the maximum nominal value of the shares that can be allotted and can be granted for a
maximum period of five years, each as specified in the articles of association or the relevant shareholder resolution. English law
also generally provides shareholders with preemptive rights when new shares are issued for cash. It is possible, however, for the
articles of association, or shareholders in a general meeting, to exclude preemptive rights, if coupled with a general authorization
to allot shares. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption
of the articles of association, or from the date of the shareholder resolution, as applicable.

English law also prohibits us from repurchasing our own shares by way of “off market purchases” by ordinary resolution (i.e.,
majority of votes cast of our shareholders). Such authority can be granted for a maximum period of up to five years but may be
sought more frequently. English law prohibits us from conducting “on market purchases” as our shares are listed on NASDAQ
and will not be traded on a recognized investment exchange in the U.K.

Our shareholders approved the authorization of off market purchases that will expire in 2024 unless renewed by our shareholders
prior to the expiration date. We cannot assure shareholders that situations will not arise where such shareholder approval
requirements for any of these actions would deprive our shareholders of substantial capital management benefits.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices are located at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042
where we lease 53,544 square feet of office space. We also maintain other offices in North America, Europe, Australia, and South
Africa. All of our properties are leased pursuant to operating leases for various terms and we believe they are adequate for our
current use. We believe that our leases are at market rates and do not anticipate any difficulty in leasing suitable additional space
upon expiration of our current lease terms.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company
has provided reserves where necessary for all claims and 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.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market information and holders. Our common shares trade on The NASDAQ Global Select Market under the symbol “CATM.”
As of February 27, 2020, the majority of our shareholders held their shares in “street name” by a nominee of the Depository Trust
Company.

Dividend information. We have historically not paid dividends with respect to our common shares. For additional information
related to our restrictions on our ability to pay dividends, see Item 8. Financial Statements and Supplementary Data, Note 11.
Debt.

Purchases of Equity Securities. The Company repurchased and canceled an accumulated total of 1,732,392 outstanding
Class A ordinary shares between May and September 2019. These shares were repurchased at a weighted average price of $28.86 per
share for an aggregate purchase price of approximately $50 million. There were no repurchases of the Company's ordinary shares
in the three months ended December 31, 2019.

For information on securities authorized for issuance under our existing equity compensation plans, see “Securities
Authorized for Issuance under Equity Compensation Plans” under the heading “Share Ownership Matters” in our proxy statement
filed with the SEC.

Share performance graph. The following graph compares the five-year total return to holders of Cardtronics plc’s common
shares, the NASDAQ Composite index (the “Index”), and a customized peer group of 12 companies that includes: (i) ACI
Worldwide, Inc. (ACIW), (ii) CSG Systems International, Inc. (CSGS), (iii) Euronet Worldwide, Inc. (EEFT), (iv) Everi Holdings
Inc. (EVRI), (v) Fair Isaac Corp. (FICO), (vi) Global Payments, Inc. (GPN), (vii) Jack Henry & Associates, Inc. (JKHY), (viii)
Liveramp Holdings, Inc. (RAMP), (ix) MoneyGram International, Inc. (MGI), (x) SS&C Technologies Holdings, Inc. (SSNC),
(xi) Total Systems Services, Inc. (TSS), and (xii) WEX, Inc. (WEX), (collectively, the “Peer Group”).

We selected the Peer Group companies because they are publicly traded companies that: (i) have the same Global Industry
Classification Standard classification, (ii) earn a similar amount of revenues, (iii) have similar market values, and (iv) provide
services that are similar to the services we provide.

The performance graph below was prepared based on the following assumptions: (i) $100 was invested in our common shares,
in our Peer Group, and the Index on December 31, 2014, (ii) investments in the Peer Group are weighted based on the returns of
each individual company within the group according to their market capitalization at the beginning of the period, and (iii) dividends
were reinvested on the relevant payment dates. The share price performance included in this graph is historical and not necessarily
indicative of future share price performance.

The following graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such
information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, each as
amended, except to the extent that we specifically incorporate it by reference into such filing.

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Cardtronics plc
NASDAQ Composite
Peer Group

12/14

$ 100.00
$ 100.00
$ 100.00

12/15
$
87.22
$ 106.96
$ 123.21

12/16

$ 141.45
$ 116.45
$ 132.76

12/17
$
48.00
$ 150.96
$ 174.80

12/18
$
67.39
$ 146.67
$ 189.04

12/19

$ 115.73
$ 200.49
$ 289.84

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ITEM 6. SELECTED FINANCIAL DATA

The following table reflects selected financial data derived from our consolidated financial statements. As a result of
acquisitions of businesses during the years presented below, our financial results are not comparable in all periods. Additionally,
these selected historical results are not necessarily indicative of results to be expected in the future.

Consolidated Statements of Operations Data:

Revenues and Income:

Total revenues
Income (loss) from operations (1) (2)
Net income (loss)

Net income (loss) attributable to controlling
interests and available to common shareholders

Per Share Data:

Basic net income (loss) per common share

Diluted net income (loss) per common share

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

Consolidated Balance Sheets Data:

Total cash and cash equivalents
Total assets (3)
Total long-term debt and lease obligations,
including current portions (3) (4)
Total shareholders' equity

Consolidated Statements of Cash Flows Data:
Cash flows from operating activities (5)
Cash flows from investing activities

Cash flows from financing activities

Operating Data (Unaudited):

Total number of ATMs (at period end):

ATM operations
Managed services and processing, net (6)
Total number of ATMs (at period end)

Year Ended December 31,

2019

2018

2017

2016

2015

(In thousands, excluding share and per share information and number of ATMs)

1,349,405

1,345,243

1,507,599

1,265,364

1,200,301

86,434

48,265

48,274

70,210

3,656

(103,509)

(145,351)

146,379

87,910

139,917

65,981

3,676

(145,350)

87,991

67,080

1.06

1.05

0.08

(3.19) $

1.95

1.92

1.50

1.48

45,514,703

46,015,334

45,988,775

46,436,439

45,619,679

45,206,119

45,821,527

44,796,701

45,368,687

30,115

39,940

51,370

73,534

26,297

1,763,958

1,787,344

1,862,716

1,364,696

1,319,935

862,150

380,326

818,509

376,772

918,275

390,393

503,320

456,935

568,331

369,793

204,659

334,202

230,587

272,311

268,060

(134,006)

(151,097)

(108,355)

(126,392)

(628,742)

391,424

(139,203)

(78,942)

(209,562)

(48,520)

88,335

198,438

286,773

88,223

138,362

226,585

96,539

134,156

230,695

78,561

124,572

203,133

77,169

112,622

189,791

Total transactions (excluding Managed services and
processing, net)

Total cash withdrawal transactions (excluding
Managed services and processing)

1,219,085

1,328,971

1,495,586

1,358,409

1,251,626

807,188

864,923

956,919

848,394

759,408

(1) The year ended December 31, 2019 includes $11.7 million of impairment and disposal losses including a goodwill impairment of $7.3 million on our Canada reporting unit.

The year ended December 31, 2018 includes $17.9 million of impairment and disposal losses and $6.4 million in redemption costs for early extinguishment of debt. The year
ended December 31, 2017 includes $227.8 million of impairment and disposal losses. The years ended December 31, 2018, 2017, and 2016 and 2015 include $3.2 million, $18.9
million, $9.5 million, and $27.1 million, respectively, in acquisition and divestiture related costs. No significant acquisition and divestiture costs were recognized in the year ended
December 31, 2019. Additionally, the years ended December 31, 2019, 2018 and 2017 include $8.9 million, $6.6 million and $11.1 million, respectively, in restructuring costs.
(2) The year ended December 31, 2016 includes $13.7 million of expenses associated with the redomicile of our parent company to the U.K., which was completed on July 1, 2016.
(3) We adopted Accounting Standards Codification Topic 842, Leases (the “Lease Standard”) on January 1, 2019, using the modified retrospective approach and using the effective
date as the date of initial application. Consequently, the financial information for dates and periods ended before January 1, 2019 has not been revised within our financial statements
or the above selected financial data. As of December 31, 2019, Total assets include operating lease assets of approximately $76.5 million and Total current liabilities and Long-
term liabilities include operating lease liabilities of approximately $20.3 million and approximately $69.5 million, respectively.

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(4) Our long-term debt as of December 31, 2019 consists of outstanding borrowings under our revolving credit facility, our 5.50% Senior Notes due 2025 (the “2025 Notes”) and our
1.00% Convertible Senior Notes due December 2020 (the "Convertible Notes"). The 2025 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying
value of $296.5 million as of December 31, 2019, which represents the principal balance of $300.0 million less capitalized debt issuance costs of $3.5 million. The Convertible
Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $275.7 million as of December 31, 2019, which represents the principal balance of
$287.5 million less the unamortized discount and capitalized debt issuance costs of $11.8 million. Although the Convertible Notes are due in December 2020, it is currently
Management's intent to utilize the available capacity under the revolving credit facility to fund the December 2020 repayment of the Convertible Notes. Therefore, in accordance
with the applicable accounting guidance, the Convertible Notes remain classified in the Long-term debt line in the accompanying Consolidated Balance Sheets at December 31,
2019.
In conjunction with our adoption of Accounting Standards Codification ("ASC") 2016-18 in 2018, we retroactively revised our reported Cash flows from operating activities.
Consistent with this guidance, Restricted cash is treated as cash in the preparation of the Statements of Cash Flows. Consequently, our reported Cash flows from operating activities
can vary significantly due to the timing of settlement activity at a period end.

(5)

(6) The notable increase in the Managed services and processing, net ATM machine count in 2019, is primarily attributable to the May 2019 acquisition of ATM processing contracts

associated with approximately 62,000 ATMs.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements
that are based on management’s current expectations, estimates, and projections about our business and operations. Our actual
results may differ materially from those currently anticipated and expressed in such forward-looking statements. Known material
factors that could cause actual results to differ materially from those in the forward-looking statements are those described in
Part I. Item 1A. Risk Factors of this 2019 Form 10-K. Additionally, you should read the following discussion together with the
consolidated financial statements and the related notes included in Item 8. Financial Statements and Supplementary Data.

Strategic Outlook

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

We will continue to expand our ATM footprint organically and launch new products and services that will allow us to further

leverage our existing ATM network. We see opportunities to expand our operations through the following efforts:

expanding our relationships with leading financial institutions;

•
• working with financial technology companies (or “Fintechs”) with a primary focus on the retail consumer finance business

and card issuers to further leverage our extensive ATM network;
increasing transaction levels at our existing locations;
increasing the number of deployed ATMs with existing and new merchant relationships;
developing and providing additional services at our existing ATMs;
pursuing additional managed services opportunities; and
pursuing opportunities to expand into new international markets over time.

•
•
•
•
•

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

Developing Trends and Recent Events

Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. With the expansion of
services available through digital channels, such as online and mobile, and financial institution customers’ preferences towards
these digital channels, many financial institutions have been de-emphasizing traditional physical branches. This trend toward
shifting more customer transactions to online and ATMs has helped financial institutions lower their operating costs. As a result,
many banks have been reducing the number of physical branches they operate. However, financial institution customers still
consider convenient access to ATMs to be an important criteria for maintaining an account with a particular financial institution.
The closing of physical branches generally results in the removal of the ATMs that were at the closed branch locations and may
create a void in physical presence for that financial institution. This creates an opportunity for us to provide the financial institution’s
customers with convenient access to ATMs and to work with the financial institutions to preserve branded or unbranded physical
points of presence through our ATM network.

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Increase in surcharge-free offerings in the U.S. Many U.S. national and regional financial institutions aggressively compete
for market share, and part of their competitive strategy is to increase their number of customer touchpoints, including the
establishment of an ATM network to provide convenient, surcharge-free access to cash for their cardholders. Bank-branding of
ATMs and participation in surcharge-free networks allow financial institutions to rapidly increase surcharge-free ATM access for
their customers at a lower cost than owning and operating ATM networks. Additionally, many financial institutions find that
providing convenient and free access to ATMs is an important factor in customers establishing or maintaining an account with a
particular institution. These factors have led to an increase in bank-branding and participation in surcharge-free ATM networks
and we believe that there will be continued growth in such arrangements.

Managed services. While many financial institutions (and some retailers) own and operate significant ATM networks that
serve as extensions of their physical branches and increase the level of service offered to their customers, large ATM networks
are costly to own and operate and typically do not provide significant revenue for financial institutions or retailers. Owning and
operating an ATM network is not a core competency nor a major point of differentiation for the majority of financial institutions
and retailers; therefore, we believe there is an opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower
costs and an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Such
an arrangement could reduce a financial institution or retailer’s operating costs while extending their customer service. Additionally,
we believe there are opportunities to provide selected ATM-related services on an outsourced basis, such as transaction processing
services, to other independent owners and operators of ATMs.

Growth in other automated consumer financial services. The majority of all ATM transactions in our geographies are cash
withdrawals, with the remainder representing other banking functions such as balance inquiries and balance transfers. We believe
that there are opportunities for a large non-bank ATM owner/operator, such as ourselves, to provide additional financial services
to customers, such as deposit-taking or cash-out services for on-line stored accounts. These additional automated consumer financial
services could result in additional revenue streams for us and could ultimately result in increased profitability. However, they
generally would require additional capital expenditures on our part to offer these services more broadly and would increase
regulatory compliance activities.

Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance of
stored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past ten years.
Based on published studies, the value loaded on stored-value debit cards such as open loop network-branded money and financial
services cards, payroll and benefit cards, and social security cards is expected to continue to increase in the next few years.

We believe that our extensive network of ATMs, located in well-known retail establishments throughout the U.S., provides
a convenient and cost-effective way for stored-value cardholders to access their cash and potentially conduct other financial services
transactions. Furthermore, through Allpoint, we partner with financial institutions that manage stored-value debit card programs
on behalf of corporate entities and governmental agencies and we are able to provide the users of those cards convenient, surcharge-
free access to their cash. We believe that the number of stored-value debit cards being issued and in circulation has increased
significantly over the last several years and represents a growing portion of our total withdrawal transactions at our ATMs in the
U.S.

Growth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. (our two largest
markets). We believe the ATM industry will grow faster in certain markets, as the number of ATMs per capita in those markets
increases and begins to approach the levels in the U.S. and the U.K. We believe there is further growth potential for non-branch
ATMs in the other geographic markets in which we operate.

• United Kingdom. The U.K. is the largest ATM market in Europe. According to LINK (which connects the ATM networks
of all the U.K. ATM operators), approximately 60,000 ATMs were deployed in the U.K. as of December 2019, of which
approximately 60% were operated by non-banks (inclusive of our approximately 18,000 ATMs). Electronic payment
alternatives have gained popularity in the U.K. and we have seen both the number of ATM deployments and withdrawals
decrease in recent years. We currently operate the largest ATM network in the U.K., with over 18,000 ATMs, which is
over 25% of all the ATMs in the country. As a result, our ATMs are a key part of the payment infrastructure in the country,
and we expect to leverage our network and capabilities as banks in this market continue to reduce their physical footprints.
In light of changes to the LINK interchange rate that included a 5% decrease that came into effect on July 1, 2018 and a
second additional 5% decrease in the LINK interchange rate that was enacted January 1, 2019, we have changed certain
of our ATMs to pay-to-use, whereby we no longer receive interchange from the customer’s bank, but instead, the customer
now pays us a convenience fee. We have also removed certain ATMs from service and have taken other measures to
mitigate the impact of this rate reduction. For additional information, see Decrease in interchange rates below. We believe
there are opportunities with financial institutions in this market to outsource certain components of their ATM operations
and we are actively working to grow our offerings for such services.

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• Germany. There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations. The
top four independent ATM deployers, including Cardtronics, continue to account for less than 10% of the market as of
December 31, 2019. We are presently the largest independent ATM deployer in Germany with over 1,500 ATMs. The
German ATM market is highly fragmented and may be under-deployed, based on its population’s high use of cash relative
to other markets in which we operate such as the U.S. and the U.K. As a result, this fragmented and potentially under-
deployed ATM market is attractive to us and we believe there are a number of opportunities for growth in this market. We
have recently expanded our ATM count in this market by adding new ATMs with new retail partners. Additionally, we
now also partner with a major retail bank to provide free-to-use access to their customers at our ATMs.

• Canada. We currently operate approximately 10,000 ATMs in this market and estimate that there are currently
approximately 68,000 ATMs in total in the Canadian market. We plan to grow in this market through a combination of
new merchant and financial institution partners.

• Mexico. There are approximately 50,000 ATMs operating in Mexico, most of which are owned by national and regional
financial institutions. We currently operate approximately 1,000 ATMs in Mexico and plan to selectively pursue growth
opportunities with retailers and financial institutions in the region.

•

Spain. In October 2016, we launched our business in Spain, joining a top Spain ATM network and signing agreements
to provide ATMs at multiple retail chains. Spain’s market has approximately 50,000 ATMs of which we currently operate
approximately 1%. We plan to continue to grow in this market through additional merchant and financial institution
relationships. Recently, most of our growth in this market has been driven by ATM placements in tourist locations.

• Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we expanded operations
into Australia and New Zealand. Our business in Australia has been adversely impacted by the removal of ATM access
fees by the major banks in this market to non-customers. The Australian and New Zealand ATM market is comprised of
over 30,000 ATMs and we are the largest independent ATM deployer in this region with approximately 9,000 ATMs. For
further information regarding the removal of ATM access fees, see Australia market changes and asset impairment below.
We believe there are opportunities for longer-term growth in Australia which would likely include expansion of services
to financial institutions in this market.

•

South Africa. In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa.
Spark is a leading independent ATM operator in South Africa and we have recently grown in this market by expanding
the number of ATMs we operate and partnering with financial institutions. We expect to continue to grow in this market
with retailers and financial institutions. We operate approximately over 4,000 ATMs in South Africa and estimate that
this market has nearly 35,000 ATMs in total.

Increase in surcharge rates. As financial institutions increase the surcharge rates charged to non-customers for the use of their
ATMs, it enables us to increase the surcharge rates charged on our ATMs in selected markets. We also believe that higher surcharge
rates in the market make our surcharge-free offerings more attractive to consumers and other financial institutions.

Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in some cases
set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed.
In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. by
reducing the transaction rates charged to financial institutions and increasing per-transaction fees charged by the networks to ATM
operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume
away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange
rates per transaction realized by us. If financial institutions move to other networks to take further advantage of lower interchange
rates, or if networks reduce the interchange rates they currently pay to ATM deployers or increase their network fees, our future
revenues and gross profits could be negatively impacted. We have taken measures to mitigate our exposure to interchange rate
reductions by networks, including, but not limited to: (i) where possible, routing transactions through a preferred network such
as Allpoint, where we have influence over the per-transaction rate, (ii) negotiating directly with our financial institution partners
for contractual interchange rates on transactions involving their customers, (iii) developing contractual protection from such rate
changes in our agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain
networks. During the year ended December 31, 2019, 16.6%, 10.8%, and 0.4% of our total ATM operating revenues were derived
from interchange fees in Europe & Africa, North America, and Australia & New Zealand, respectively. A portion of these fees are
subject to pricing changes that we may be unable to offset through lower payments to merchants and other measures.

Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank network. In addition to LINK transactions,
certain card issuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carry the Visa or
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MasterCard network brands. In recent years, transactions conducted on our ATMs from these non-LINK cards have totaled less
than 3% of our annual withdrawal transactions in the U.K. For these transactions, we receive interchange revenues based on rates
that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than
the rates that have been established by LINK. In July 2018, the LINK interchange rate was reduced by 5% and an additional 5%
rate reduction commenced on January 1, 2019. There are no further scheduled rate reductions at this time, but the impact of the
recent rate reductions has recently adversely impacted our revenues and profits in the U.K. As a result of these reductions, we
have taken certain actions and may continue to take additional actions to mitigate the impact of the current and potential future
price reductions. Mitigating measures have included, but have not been limited to, the removal of lower profitability sites, contract
renegotiations with certain merchants and conversion of certain ATMs to a direct charge to the consumer model. Should there be
a further change in LINK scheme or its membership, our U.K. interchange revenues and profits could be adversely impacted.

Withdrawal transaction and revenue trends - U.S. Many financial institutions are shifting traditional teller based transactions
to online activities and ATMs to reduce their operating costs and remain competitive with lower-cost providers of consumer
financial services. Additionally, many financial institutions are reducing the number of branches they own and operate in order to
lower their operating costs. As a result of this industry transformation, we believe there has been increasing demand for automated
banking solutions such as ATMs. Bank-branding of our ATMs and participation in our surcharge-free ATM network, Allpoint,
allows financial institutions and providers of consumer financial services to rapidly increase and/or maintain surcharge-free ATM
access for their customers at a substantially lower cost than owning and operating an ATM network themselves. We believe there
is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating
history, to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a
financial institution’s operating costs while extending its customer service. Furthermore, we believe there are opportunities to
provide selected services on an outsourced basis, such as transaction processing services, to other independent owners and operators
of ATMs. Over the last several years, we have seen increased participation in Allpoint and growth in bank-branding and managed
services. We expect continued growth across each of these solutions.

U.S. same-store cash withdrawal transactions during the year ended December 31, 2019 increased approximately 2% from
the same period in 2018. These same-store results were impacted by a number of factors and the discrete impact of each factor is
difficult to precisely estimate. Growth in our surcharge-free offerings has positively impacted the same-store growth rate, driven
by increases in Allpoint transactions as a result of growth in the number of financial institutions and other providers of consumer
financial services participating in the Allpoint network along with increased marketing efforts to existing Allpoint participants.
Additionally, we expanded our number of branded ATM locations over the past year which drove additional transaction volumes.
These positive increases in surcharge-free transactions were partially offset by lower surcharge transactions during the year,
consistent with our recent experience.

7-Eleven U.S. relationship. The Company had a long-standing relationship with 7-Eleven in the U.S. that ended during the
quarter ended March 31, 2018. In previous periods, this relationship accounted for a material portion of the Company’s consolidated
revenues and profits. The Company began a transition to 7-Eleven’s new service provider during the third quarter of 2017 that
was completed in February 2018. 7-Eleven in the U.S. accounted for approximately 12.5% of the Company’s total revenues for
the twelve months ended December 31, 2017 with an incremental adjusted gross margin of approximately 40%. 7-Eleven in the
U.S. accounted for less than 1% of total revenues in 2018 and none in 2019.

Withdrawal transaction and revenue trends - U.K. Historically, the majority of our ATMs in the U.K. have been free-to-use
ATMs, meaning the transaction is free to the consumer and we earn an interchange rate paid by the consumer’s bank. We also
operate surcharging, or pay-to-use ATMs, which are now increasing in the U.K. The total transaction volume from our ATM
operations declined by approximately 8% primarily due to lower transaction volume in the U.K. that was directly impacted by
our conversion of a significant number of ATMs from free-to-use to pay-to-use and removal of over 3,000 ATMs in response to
the two 5% decreases in the Link interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019. Changes
in consumer payments behavior including consumers' use of more contactless debit and credit transactions for small payments at
retailers also impacted our transaction volume in the U.K.

Australia market changes and asset impairment. In September 2017, Australia’s four largest banks, Commonwealth Bank
of Australia (“CBA”), Australia and New Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”),
and National Australia Bank (“NAB”), each separately announced decisions to remove all direct charges to all users on domestic
ATM transactions on their respective ATM networks, effectively creating a free-to-use network of ATMs that did not exist
previously. Collectively, these four banks account for approximately one-third of the total ATMs in Australia. CBA removed the
direct charges in September 2017, and Westpac, ANZ, and NAB removed the direct charges soon thereafter in October 2017.
During the three months ended September 30, 2017, we performed qualitative and quantitative analysis and recognized an
impairment of our Australia and New Zealand reporting unit in response to expected revenue and profit declines in this market
following the banks’ removal of the direct charges.

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The removal of direct charges by Australia’s four largest banks was expected to be and has been particularly impactful as
Australia is a direct charge ATM market, where cardholders pay a fee (or “direct charge”) to the operator of an ATM for each
transaction, unless the ATM, where the transaction was completed, is part of the cardholder’s issuing bank ATM network. There
is no broad interchange arrangement or any other arrangement in Australia between card issuers and ATM operators to compensate
the ATM operator for its service to a financial institution’s cardholder in lieu of the direct charge being levied to the cardholders.
The impact of these banks’ actions could increase or change over time as consumers’ behavior patterns change as a result of the
introduction of an effective free-to-use ATM network in Australia that did not previously exist.

Alternative payment options. We face indirect competition from alternative payment options, including card-based and mobile
phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasing rates of
contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australian component of the
business, we have observed declines in transactions at Australian ATMs, as cash-based payments have declined as a percentage
of total payments in recent years, with growth in contactless payments appearing to be the primary driver of the decline.

Capital investments. Our capital spending in 2019 and 2018 was driven by the following: (i) our strategic initiatives to enhance
the consumer experience at our ATMs and drive transaction growth, including the roll-out of deposit-taking ATMs in select markets
within the U.S., (ii) certain software and hardware enhancements required to facilitate our strategic initiatives, enhance security,
and retain the necessary support, (iii) other compliance related matters including terminal upgrades, (iv) long-term renewals of
existing merchant contracts, (v) growth opportunities across our enterprise, and (vi) investments in the infrastructure of our business,
including the implementation of an enterprise resource planning (“ERP”) system. Our capital investments in 2017 included
significant expenditures to upgrade and replace ATMs at certain locations in response to certain changes in network operating
rules largely related to the acceptance of chip-enabled cards at our U.S. ATMs

U.K. exit from the European Union (“Brexit”). On January 31, 2020, the U.K. exited the European Union into a transition
period extending through December 2020. The ultimate impact of Brexit on our business is unknown, therefore, we continue to
monitor the relationship between the EU and the U.K., see Part 1. Item 1A. Risk Factors The exit of the U.K. from the European
Union could adversely affect us and our shareholders.

Dynamic Currency Conversion. The European Commission now requires additional transparency and price comparability
requirements on DCC transactions to be implemented between April 2020 and April 2021. Our DCC revenues currently account
for approximately 4% of our total revenues, the majority of which relate to our U.K. operations.

Restructuring Expenses. During 2019, the Company continued the corporate reorganization and cost reduction initiatives
that began in 2017 to improve the Company's cost structure and operating efficiency (the "Restructuring Plan"). During the years
ended December 31, 2019, 2018, and 2017, the Company incurred $8.9 million, $6.6 million and $10.4 million, respectively, of
pre-tax expenses related to the Restructuring Plan. Our restructuring activities included workforce reductions, costs incurred in
conjunction with facilities closures, professional fees and other related charges.

Next generation banknote upgrade in Australia. Next generation banknotes are in the process of being introduced by the
Reserve Bank of Australia. The new $5 note was introduced on September 1, 2016, and the new $50 note, the most widely
disseminated note in Australia, was introduced on October 18, 2018. The new $20 note was recently introduced on October 9,
2019 and we expect that the new $100 will be issued in October 2020. The introduction of these next generation banknotes has
required upgrades to software and physical ATM components on our ATMs in Australia.

Payments legislation. We monitor active and potential legislative activity across all of our markets. Recently, some well-
known retailers attempted to operate ‘cashless’ stores whereby consumers would be unable to buy goods or services with physical
cash. In response to these retailer initiatives, several jurisdictions across the U.S. introduced and passed legislation to effectively
require cash as a legal tender payment form for most consumer purchases at physical retail locations. Additional legislation at the
local, state, and federal levels has been proposed and are currently in various stages. We are actively supporting the legislative
efforts to ensure cash remains a widely available choice for consumers’ payment activities. We believe and have heard from many
political representatives and key regulators that cash should be supported on behalf of their constituent consumers, who value the
choice, privacy, security, convenience, reliability and other key attributes of cash.

Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, a leading operator of approximately 25,000
ATMs with operations in Australia, Canada, Mexico, New Zealand and the U.K. On January 31, 2017, we completed the acquisition
of Spark, an independent ATM operator in South Africa, with a growing network that now exceeds 4,000 ATMs. The agreed
purchase consideration for Spark included initial cash consideration paid at closing and potential additional contingent
consideration. The additional purchase consideration is contingent upon Spark achieving certain agreed-upon earnings targets in
2019 and 2020 to be paid in 2020 and 2021, respectively.

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Cybersecurity trends. We electronically process and transmit limited cardholder information as part of our transaction
processing services. Companies that process and transmit cardholder information, such as ourselves, have been specifically and
increasingly targeted in recent years by sophisticated criminal organizations in an effort to obtain information and utilize it for
fraudulent transactions. Additionally, the risk of unauthorized circumvention of system controls has been heightened by advances
in computer capabilities and increasing sophistication of hackers. We take a risk-based approach to cybersecurity, and in recognition
of the growing threat within our industry and the general marketplace, we proactively make strategic investments in our security
infrastructure, technical and procedural controls, and regulatory compliance activities. We also apply the knowledge gained through
industry and government organizations to continuously improve our technology, processes and services to detect, mitigate and
protect our information. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at Board
meetings. We expect to continue to focus attention and resources on our security protection protocols, including repairing any
system damage and deploying additional personnel, as well as protecting against any potential reputational harm. The cost to
remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significant. For
further discussion of the risks we face in connection with growing cybersecurity trends, see Part 1. Item 1A. Risk Factors Security
breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by
compromising Company, merchant or vendor data, or cardholder information and disrupting our transaction processing services,
thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability. Computer
viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems, including transaction
processing services, causing non-compliance with network rules, damaging our relationships with our merchant and financial
institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders.

Factors Impacting Comparability Between Periods

• Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currency exchange
rates. We estimate that the year-over-year fluctuations of the currencies in the markets in which we operate relative to
the U.S. dollar caused our reported total revenues to be lower by approximately $30.1 million, or 2.2%, for the year ended
December 31, 2019 as compared to the prior year.

• Acquisitions. The results of operations for any acquired entities during a particular year have been included in our
consolidated financial statements for that year since the respective dates of acquisition. Similarly, the results of operations
for any divested operations have been excluded from our consolidated financial statements since the dates of divestiture.

•

7-Eleven ATM removal. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017 and all ATM operations
in the U.S. were transitioned to the new service provider by the end of February 2018. 7-Eleven in the U.S. accounted
for approximately 12.5% of total revenues for the year ended 2017 and less than 1% of total revenues in 2018 and none
in 2019.

Components of Revenues, Cost of Revenues, and Expenses

Revenues

We derive our revenues primarily from providing ATM and automated consumer financial services, bank-branding, surcharge-
free network offerings, and sales and services of ATM equipment. We currently classify revenues into two primary categories: (i)
ATM operating revenues and (ii) ATM product sales and other revenues.

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

ATM operating revenues are recognized daily 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.

ATM operating revenues. 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 accompanying
Consolidated Statements of Operations. The Company’s ATM operating revenues consist of the following:

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•

Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal
from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated
with merchants. In the U.S. and Canada, the Company does not receive surcharge fees from cardholders whose financial
institutions participate in a surcharge-free network or have branded a location; instead, the Company receives interchange
and bank-branding or surcharge-free network-branding revenues, which are discussed below. For certain ATMs, primarily
those owned and operated by merchants, the Company does not receive any portion of the surcharge but rather the entire
surcharge fee is earned by the merchant. In the U.K., ATM deployers operate their ATMs on either a free-to-use (surcharge-
free) or a pay-to-use (surcharge) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on
withdrawal and certain other transactions. These fees are paid by the cardholder’s financial institution. On pay-to-use ATMs
in the U.K., the Company only earns a surcharge fee paid by the cardholder on withdrawal transactions and interchange is
only paid by the cardholder’s financial institution on other non-withdrawal transaction types. The Company earns both
surcharge and interchange in Spain. In Germany, Australia, and Mexico, the Company collects surcharge fees on withdrawal
transactions but generally does not receive interchange revenue. In South Africa, the Company generally earns interchange
revenues which varies by transaction type and customer arrangement. Surcharge revenues, as described above, are recognized
daily as the associated transactions are processed.

Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an
ATM that is owned by another operator and for the fee the EFT network charges to transmit data between the ATM and the
cardholder’s financial institution. The Company typically receives a majority of the interchange fee paid by the cardholder’s
financial institution, net of the amount retained by the EFT network, and recognizes the net amount received from the
network as revenue. In some markets in which the Company operates, interchange fees are earned not only on cash withdrawal
transactions but also on other ATM transactions, including balance inquiries and balance transfers. Interchange revenues
are subject to various arrangements and are recognized daily as the associated transactions are processed.

• Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are Company-owned
and operated are branded with the logo of the branding financial institution. In exchange for a fee paid by the financial
institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge
fee. Under the Company’s Allpoint surcharge-free network, financial institutions that participate pay a fixed monthly fee
per cardholder and/or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of
ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per
cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front
fees associated with these arrangements are recognized ratably over the life of the arrangement.

The Company’s bank-branding, surcharge-free network and managed services arrangements result in the Company
providing a series of distinct services that have the same pattern 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 entity’s performance completed to date. In conjunction with
these arrangements, the Company recognizes revenue in the amount 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.

• Managed services and processing revenues. Under managed service agreements, the Company provides various forms of
ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen
advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under
processing arrangements, the Company provides transaction processing services to merchants, financial institutions, and
third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally
earned by the customer and the Company typically receives a fixed fee per transaction and/or a periodic management fee
per ATM in return for providing the agreed-upon operating services. The managed services and processing fees are recognized
as the related services are provided to the customers.

The following table presents the components of our total ATM operating revenues:

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Surcharge revenue

Interchange revenue

Bank-branding and surcharge-free network revenues

Managed services and processing revenues

Total ATM operating revenues

Year Ended
December 31,

2019

2018

46.4%

27.8

15.8

10.0

100.0%

44.1%

32.4

13.9

9.6

100.0%

ATM product sales and other revenues. The Company presents revenues from other product sales and services in the ATM
product sales and other revenues line in the accompanying 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 VAR.

Cost of Revenues

Our cost of revenues primarily consist of the costs directly associated with the transactions completed on our network of
ATMs. These costs include merchant commissions, vault cash rental expense, other costs of cash, repairs and maintenance expense,
communications expense, transaction processing fees, and direct operations expense. To a lesser extent, cost of revenues also
includes those costs associated with the sales of ATMs and ATM-related equipment and providing certain services to third-parties.
The following is a description of our primary cost of revenues categories:

• Merchant commissions. We pay our merchants a fee for allowing us an exclusive right to place our ATM at their location.
The fee amount depends on a variety of factors, including the type of arrangement under which the ATM is placed, the
type of location, and the number of transactions on that ATM.

• Vault cash rental expense. We pay monthly fees to our vault cash providers for renting the vault cash that is maintained
in our ATMs. The fees we pay under our arrangements with our vault cash providers are based on market rates of interest;
therefore, changes in the general level of interest rates affect our cost of cash. In order to limit our exposure to increases
in interest rates, we have entered into a number of interest rate derivatives of varying notional amounts through 2024 for
our current and anticipated outstanding vault cash rental obligations. This cost category also includes the income/expense
realized from interest rate derivatives designated as hedges of our vault cash rental expense.

• Other costs of cash. Other costs of cash includes all costs associated with the provision of cash for our ATMs except for
vault cash rental expense, including third-party armored courier services, cash insurance, reconciliation of ATM cash
balances, associated bank fees, and other costs. This category excludes the cost of our wholly-owned cash delivery
operation in the U.K., as those costs are reported in the Other expenses line described below.

• Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/
or second-line maintenance for the ATM. In most of our markets, we generally use third-parties with national operations
to provide these services. In the U.K., Australia, Canada, and South Africa, we also maintain in-house technicians to
service our ATMs and those costs are reported in the Other expenses line described below.

• Communications. Under our Company-owned arrangements, we are usually responsible for the expenses associated with
providing telecommunications capabilities to the ATMs allowing them to connect with the applicable EFT networks.

•

Transaction processing. We own and operate EFT transaction processing platforms, through which the majority of our
ATMs are driven and monitored. We also utilize third-party processors to gateway certain transactions to the EFT networks
for authorization by the cardholders’ financial institutions and to settle transactions. As a result of our past acquisitions,
we have inherited transaction processing contracts with certain third-party providers that have varying lengths of remaining
contractual terms. Over the next few years, we plan to convert the majority of our ATMs currently operating under these
contracts to our own EFT transaction processing platforms.

• Other expenses. Other expenses primarily consist of direct operations expenses, which are costs associated with managing
our ATM network, including expenses for monitoring the ATMs, program managers, technicians, cash ordering and

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forecasting personnel, cash-in-transit and maintenance engineers (principally in the U.K., Canada, and Australia), and
customer service representatives.

• Cost of ATM product sales. In connection with the sale of ATM and ATM-related equipment to merchants and distributors,
we incur costs associated with purchasing the ATM equipment from manufacturers, as well as delivery and installation
expenses. Additionally, this category includes costs related to providing maintenance services to third-party customers
in the U.K.

The following table presents the components of our total cost of ATM operating revenues:

Merchant commissions

Vault cash rental

Other costs of cash

Repairs and maintenance

Communications

Transaction processing

Employee costs

Other expenses

Year Ended
December 31,

2019

2018

47.0%

8.5

11.0

8.9

3.2

2.8

9.6

9.0

48.6%

8.3

10.6

8.1

3.7

2.4

10.0

8.3

Total cost of ATM operating revenues

100.0%

We define variable costs as those that vary based on transaction levels. The majority of Merchant commissions, Vault cash
rental expense, and Other costs of cash fall under this category. The other categories of Cost of ATM operating revenues are mostly
fixed in nature, meaning that any significant decrease in transaction volumes would lead to a decrease in the profitability of our
operations, unless there was an offsetting increase in per-transaction revenues or decrease in our fixed costs. Although the majority
of our operating costs are variable in nature, an increase in transaction volumes may lead to an increase in the profitability of our
operations due to the economies of scale obtained through increased leveraging of our fixed costs and incremental preferential
pricing obtained from our vendors. We exclude depreciation, accretion, and amortization of intangible assets related to ATMs and
ATM-related assets from our Cost of ATM operating revenues line item in the accompanying Consolidated Statements of
Operations.

The profitability of any particular location and of our entire ATM operation is attributable to a combination of surcharge,
interchange, bank-branding and surcharge-free network revenues, and managed services revenues, as well as the level of our
related costs.

Other operating expenses

Our Other operating expenses include selling, general, and administrative expenses related to salaries, benefits, advertising
and marketing, professional services, and overhead. Acquisition related expenses, redomicile-related expenses, restructuring
expenses, depreciation and accretion expense, amortization of our acquired merchant and bank-branding contracts/relationships,
and other amortizable intangible assets are also components of our Other operating expenses. We depreciate our ATMs and ATM-
related equipment on a straight-line basis over the estimated life of such equipment and amortize the value of acquired intangible
assets over the estimated lives of such assets.

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Results of Operations

The following table reflects line items from the accompanying Consolidated Statements of Operations as a percentage of total

revenues for the periods indicated. Percentages may not add due to rounding.

Revenues:

ATM operating revenues

ATM product sales and other revenues

Total revenues (1)
Cost of revenues:

Cost of ATM operating revenues (excludes depreciation,
accretion, and amortization of intangible assets reported
separately below.) (2)
Cost of ATM product sales and other revenues

Total cost of revenues

Operating expenses:
Selling, general, and administrative expenses (3)
Restructuring expenses

Acquisition related expenses

Depreciation and accretion expense

Amortization of intangible assets
Loss on disposal and impairment of assets (4)
Total operating expenses

Income from operations

Other expenses:

Interest expense, net

Amortization of deferred financing costs and note discount

Redemption costs for early extinguishment of debt
Other income (5)
Total other expenses

Income before income taxes

Income tax expense

Net income

Net loss attributable to noncontrolling interests
Net income attributable to controlling interests and available
to common shareholders

Year Ended
December 31,

2019

2018

(In thousands, excluding percentages)

$ 1,281,106

94.9% $ 1,292,930

68,299

1,349,405

5.1

100.0

830,359

54,620

884,979

177,474

8,928

—

130,676

49,261

11,653

377,992

86,434

26,604

13,447

—
(18,404)
21,647

64,787

16,522

48,265
(9)

61.5

4.0

65.6

13.2

0.7

—

9.7

3.7

0.9

28.0

6.4

2.0

1.0

—
(1.4)
1.6

4.8

1.2

3.6

—

52,313

96.1%

3.9

1,345,243

100.0

855,948

41,835

897,783

170,490

6,586

3,191

126,199

52,911

17,873

377,250

70,210

35,429

14,887

6,408
(627)
56,097

14,113

10,457

3,656
(20)

63.6

3.1

66.7

12.7

0.5

0.2

9.4

3.9

1.3

28.0

5.2

2.6

1.1

0.5

—

4.2

1.0

0.8

0.3

—

48,274

3.6% $

3,676

0.3%

(1) Effective January 1, 2018, we adopted Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers using the modified

retrospective approach.

(2) Excludes effects of depreciation, accretion, and amortization of intangible assets of $146.4 million and $145.7 million for the years ended December 31,
2019 and 2018, respectively. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting
Policies - (d) 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 10.8% and 10.8% for the years
ended December 31, 2019 and 2018, respectively.
Includes share-based compensation expense of $19.5 million and $14.9 million for the years ended December 31, 2019 and 2018, respectively.

(3)
(4) The year ended December 31, 2019 includes $11.7 million of impairment and disposal losses including a goodwill impairment of $7.3 million on our Canada

reporting unit. See Loss on Disposal and Impairment of Assets for additional information.

(5) Other income includes mark-to-market gains associated with the acquisition-related contingent consideration of $21.9 million and losses of $1.9 million in
the years ended December 31, 2019 and 2018, respectively. Other income also includes foreign exchange remeasurement gains and losses pertaining to the
recognized acquisition-related contingent consideration liability. The Company recognized remeasurement losses of $0.5 million and $6.2 in the years ended
December 31, 2019 and 2018, respectively.

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Key Operating Metrics

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

Ending number of transacting ATMs:

North America

Europe & Africa

Australia & New Zealand
Total Company-owned(1)

North America

Europe & Africa

Total Merchant-owned

Managed Services and Processing:
North America (2)
Australia & New Zealand

Ending number of transacting ATMs – Managed services and processing (1)

Year Ended
December 31,

2019

% Change

2018

43,562

23,992

6,928

74,482

13,621

232

13,853

196,681

1,757

198,438

0.8 %

0.9 %

(8.7)%

(0.1)%

1.6 %

0.4 %

1.6 %

44.3 %

(15.3)%

43.4 %

43,233

23,768

7,585

74,586

13,406

231

13,637

136,288

2,074

138,362

Total ending number of transacting ATMs

286,773

26.6 %

226,585

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

In May 2019, the Company completed the acquisition of ATM processing contracts to provide transaction processing services for approximately 62,000
ATMs. This transaction added approximately 40,000 ATMs to the average number of transacting ATMs for the year ended December 31, 2019.

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Average number of transacting ATMs:

North America

Europe & Africa

Australia & New Zealand
Total Company-owned (1)

North America

Europe & Africa

Total Merchant-owned

Managed Services and Processing:
North America (2)
Australia & New Zealand

Average number of transacting ATMs – Managed services and
processing (1)

Total average number of transacting ATMs

Total transactions (in thousands):
ATM operations (3)
Managed services and processing, net

Total transactions

Total cash withdrawal transactions (in thousands):
ATM operations (3)

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

ATM operating revenues
Cost of ATM operating revenues (4)
ATM adjusted operating gross profit (4)

ATM adjusted operating gross profit margin

Year Ended
December 31,

2019

% Change

2018

43,388

23,875

7,373

74,636

13,998

241

14,239

176,828

1,762

178,590

267,465

1,219,085

1,427,329

2,646,414

(2.5)%

(3.0)%

(7.7)%

(3.2)%

(0.2)%

57.5 %

0.4 %

30.2 %

(16.1)%

29.5 %

16.7 %

(8.3)%

25.6 %

7.4 %

44,513

24,609

7,988

77,110

14,030

153

14,183

135,796

2,101

137,897

229,190

1,328,971

1,136,188

2,465,159

807,188

(6.7)%

864,923

757

(4.1)%

1,100

731
369

33.5%

1.2 % $
(1.3)%
6.6 % $

789

1,087

741
346

31.8%

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

(3) Total transactions from ATM operations of approximately 1.2 billion include withdrawal transactions of 807.2 million as well as other non-monetary
transactions such as balance inquiries and funds transfers. The 8% decline in total transactions from ATM operations is primarily due to our U.K. ATM
operations and our conversion of a significant number of ATMs from free-to-use to pay-to-use and removal of over 3,000 ATMs in response to the two 5%
decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019. The decline in transactions is also due to our
Australia & New Zealand ATM operations where in our continued response to market changes we deployed fewer ATMs and realized fewer transactions per
ATM. The decline in cash withdrawal transactions per ATM is also attributable to these same factors, partially offset by increases in the number of withdrawal
transactions per ATM in our U.S. business.

(4) Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying
Consolidated Statements of Operations. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation
and Summary of Significant Accounting Policies – (d) Cost of ATM Operating Revenues Presentation.

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Revenues

North America

ATM operating revenues

ATM product sales and other revenues

North America total revenues

Europe & Africa

ATM operating revenues

ATM product sales and other revenues

Europe & Africa total revenues

Australia & New Zealand

ATM operating revenues

ATM product sales and other revenues

Australia & New Zealand total revenues

Eliminations

Total ATM operating revenues

Total ATM product sales and other revenues

Total revenues

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

803,955

59,559

863,514

388,091

8,229

396,320

99,552

511

100,063

2.1 % $
39.6 %

4.0 %

(3.1)%

(12.3)%

(3.3)%

(15.0)%

90.0 %

(14.8)%

787,514

42,665

830,179

400,391

9,379

409,770

117,138

269

117,407

(10,492)

(13.4)%

(12,113)

1,281,106

68,299

1,349,405

(0.9)%

30.6 %
0.3 % $

1,292,930

52,313

1,345,243

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ATM operating revenues. ATM operating revenues during the years ended December 31, 2019 and 2018 decreased by $11.8
million compared to the prior year. The following tables detail, by segment, the changes in the various components of ATM
operating revenues for the periods indicated:

North America

Surcharge revenues
Interchange revenues
Bank-branding and surcharge-free network revenues
Managed services and processing revenues

North America total ATM operating revenues

Europe & Africa

Surcharge revenues
Interchange revenues
Bank-branding and surcharge-free network revenues
Managed services and processing revenues

Europe & Africa total ATM operating revenues

Australia & New Zealand

Surcharge revenues
Interchange revenues
Managed services and processing revenues

Australia & New Zealand total ATM operating revenues

Eliminations

Total ATM operating revenues

Year Ended
December 31,

2019

2018

Change

% Change

(In thousands, excluding percentages)

349,346
138,557
201,210
114,842
803,955

164,606
213,106
958
9,421
388,091

359,154
143,803
179,760
104,797
787,514

120,906
269,064
—
10,421
400,391

79,880
4,558
15,114
99,552
(10,492)
$ 1,281,106

90,110
5,451
21,577
117,138
(12,113)
$ 1,292,930

(9,808)
(5,246)
21,450
10,045
16,441

43,700
(55,958)
958
(1,000)
(12,300)

(10,230)
(893)
(6,463)
(17,586)
1,621
(11,824)

(2.7)%
(3.6)%
11.9 %
9.6 %
2.1 %

36.1 %
(20.8)%
n/m
(9.6)%
(3.1)%

(11.4)%
(16.4)%
(30.0)%
(15.0)%
(13.4)%
(0.9)%

North America. During the year ended December 31, 2019, our ATM operating revenues in our North America segment
increased by $16.4 million or 2.1% compared to the prior year. This increase was attributable to growth in bank-branding and
surcharge-free network revenues, higher managed services and transaction processing revenues, and higher same-store withdrawal
transactions. The increase was partially offset by lower surcharge and interchange revenues due to a lower number of transacting
ATMs, fewer surcharge transactions, and a slight decrease in non-monetary transactions and increased network fees impacting our
interchange revenues.

For additional information related to recent trends that have impacted, and may continue to impact, the revenues from our

North America segment, see Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.S. above.

Europe & Africa. During the year ended December 31, 2019, our ATM operating revenues in our Europe & Africa segment
decreased by $12.3 million or 3.1% compared to the prior year. Absent foreign currency exchange rate movements, our ATM
operating revenues would have increased by approximately $6.6 million or 1.7% due to an increase in the number of transacting
ATMs and the associated transaction activity in Germany, Spain, and South Africa as well as higher dynamic currency conversion
revenues. The increase was partially offset by lower ATM operating revenues in the U.K. resulting from lower transaction volume
with our conversion of a significant number of ATMs from free-to-use to pay-to-use and removal of over 3,000 ATMs in response
to the two 5% decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019.

For additional information related to our constant-currency calculations and recent trends that have impacted, and may continue
to impact, the revenues from our Europe & Africa segment, see Non-GAAP Financial Measures below and Developing Trends
and Recent Events - Withdrawal transaction and revenue trends - U.K. above, respectively.

Australia & New Zealand. During the year ended December 31, 2019, ATM operating revenues in our Australia & New
Zealand segment decreased $17.6 million or 15.0% compared to the prior year. Our ATM operating revenues would have been

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higher by $7.5 million absent the foreign currency exchange rate movements. Adjusted for foreign currency movements, ATM
operating revenues decreased 8.6% primarily due to a decline in the number of transacting ATMs and fewer transactions per ATM.

ATM product sales and other revenues. Our ATM product sales and other revenues increased $16.0 million in 2019 when

compared to 2018. These fluctuations were primarily due to the timing of equipment sales in our North America segment.

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

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

North America

Cost of ATM operating revenues

Cost of ATM product sales and other revenues

North America total cost of revenue

Europe & Africa

Cost of ATM operating revenues
Cost of ATM product sales and other revenues

Europe & Africa total cost of revenues

Australia & New Zealand

Cost of ATM operating revenues

Cost of ATM product sales and other revenues

Australia & New Zealand total cost of revenues

Corporate

Eliminations

527,135

50,167

577,302

241,822
3,540

245,362

(0.1)%

35.6%

2.2%

(4.3)%

(5.7)%

(4.4)%

70,368

913

(17.9)%

(14.9)%

71,281

(17.9)%

1,528

93.9%

(10,494)

(6.7)%

Cost of ATM operating revenues

Cost of ATM product sales and other revenues

Total cost of revenues

830,359

54,620

884,979

(3.0)%

30.6%

(1.4)%

527,879

37,009

564,888

252,789
3,753

256,542

85,741

1,073

86,814

788

(11,249)

855,948

41,835

897,783

Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets). The Total cost
of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) for the years ended
December 31, 2019 and 2018, decreased $25.6 million or 3.0% compared to the prior year. The tables that follow detail, by
segment, changes in the various components of the cost of ATM operating revenues (exclusive of depreciation, accretion, and
amortization of intangible assets) for the periods indicated:

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Cost of ATM operating revenues

North America

Merchant commissions

Vault cash rental

Other costs of cash

Repairs and maintenance

Communications

Transaction processing

Employee costs

Other expenses

Year Ended
December 31,

2019

2018

Change

% Change

(In thousands, excluding percentages)

256,992

265,110

48,740

63,479

52,450

13,443

8,559

31,954

51,518

48,056

58,492

45,368

15,760

5,911

34,624

54,558

(8,118)
684

4,987

7,082
(2,317)
2,648
(2,670)
(3,040)
(744)

(8,954)
392
(2,308)
(863)
(1,852)
(120)
(2,424)
5,162
(10,967)

(8,479)
(2,114)
(1,366)
(2,083)
(912)
(192)
(928)
701

(3.1)%

1.4

8.5

15.6

(14.7)

44.8

(7.7)

(5.6)

(0.1)

(8.7)

2.7

(9.7)

(5.8)

(14.7)

(0.5)

(5.4)

30.5

(4.3)

(17.9)

(23.6)

(17.3)

(22.5)

(26.2)

(8.2)

(17.5)
60.4

(17.9)

93.9

(6.7)

(3.0)%

North America total cost of ATM operating revenues

527,135

527,879

Europe & Africa

Merchant commissions

Vault cash rental

Other costs of cash

Repairs and maintenance

Communications

Transaction processing

Employee costs

Other expenses

94,249

14,783

21,512

14,109

10,740

22,195

42,160

22,074

103,203

14,391

23,820

14,972

12,592

22,315

44,584

16,912

Europe & Africa total cost of ATM operating revenues

241,822

252,789

Australia & New Zealand

Merchant commissions

Vault cash rental

Other costs of cash

Repairs and maintenance

Communications

Transaction processing

Employee costs

Other expenses

Australia & New Zealand total cost of ATM operating
revenues

Corporate

Eliminations

38,866

47,345

8,947

7,898

9,250

3,477

2,355

5,308

1,161

6,833

6,532

7,167

2,565

2,163

4,380

1,862

70,368
1,528
(10,494)

85,741

788
(11,249)
855,948

(15,373)
740

755
(25,589)

Total cost of ATM operating revenues

830,359

North America. During the year ended December 31, 2019, our cost of ATM operating revenues (exclusive of depreciation,
accretion, and amortization of intangible assets) decreased $0.7 million compared to the prior year. The decrease was primarily
due to lower merchant commissions, lower communications costs, and improved operational efficiency as a result of our
restructuring activities, partially offset by an increase in repairs and maintenance costs and other costs of cash.

Europe & Africa. During the year ended December 31, 2019, our cost of ATM operating revenues (exclusive of depreciation,
accretion, and amortization of intangible assets) in our Europe & Africa segment decreased by $11.0 million or 4.3% compared
to the prior year. Excluding foreign currency exchange rate movements, our cost of ATM operating revenues (exclusive of
depreciation, accretion, and amortization of intangible assets) increased less than 1% as a result of the additional transacting ATMs

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and transaction activity from new placement agreements in Germany, Spain, and South Africa and higher U.K. business rates
(property taxes) on ATMs compared to the prior year, partly offset by a decrease in merchant commissions in the U.K.

Australia & New Zealand. During the year ended December 31, 2019, our cost of ATM operating revenues (exclusive of
depreciation, accretion, and amortization of intangibles assets) in our Australia & New Zealand segment decreased $15.4 million
or 17.9% compared to the prior year primarily due to foreign currency exchange rate movements, a decline in the number of
transacting ATMs and fewer transactions per ATM.

Cost of ATM product sales and other revenues. During the year ended December 31, 2019, our cost of ATM product sales and
other revenues increased $12.8 million or 30.6% compared to the prior year which is directionally consistent with the increase in
revenue from ATM product sales primarily in the U.S.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses

Share-based compensation expense

Total selling, general, and administrative expenses

Percentage of total revenues:

Selling, general, and administrative expenses

Share-based compensation expense

Total selling, general, and administrative expenses

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

158,000

19,474

177,474

1.5% $
30.9%

155,618

14,872

4.1% $

170,490

11.7%

1.4

13.2%

11.6%

1.1

12.7%

Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation. SG&A expenses,
excluding share-based compensation, increased $2.4 million, or 1.5% during the year ended December 31, 2019 compared to the
prior year. This increase is primarily a result of licensing and other fees related to the new ERP system, investments in information
security and technology, and health insurance costs.

Share-based compensation. Share-based compensation increased $4.6 million during the year ended December 31, 2019
compared to the prior year. This increase is a result of the amount, timing and terms of share-based payment awards granted during
the periods, net of estimated forfeitures.

For additional information related to equity awards, see Item 8. Financial Statements and Supplementary Data, Note 4. Share-

Based Compensation.

Restructuring Expenses

During 2019, we continued the corporate reorganization and cost reduction initiatives that began in 2017 to improve our cost
structure and operating efficiency. During the years ended December 31, 2019 and 2018, we incurred $8.9 million and $6.6 million
of pre-tax expenses related to the Restructuring Plan. Our restructuring activities included workforce reductions, costs incurred in
conjunction with facilities closures, professional fees and other related charges.

For additional information see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and

Summary of Significant Accounting Policies – (e) Restructuring Expenses.

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Acquisition related Expenses

Acquisition related expenses

2019

Year Ended
December 31,

% Change

2018

(In thousands, excluding percentages)
nm

—

Percentage of total revenues

—%

3,191

0.2%

Acquisition related expenses. The Company incurred no acquisition related expenses in the year ended December 31, 2019.
For the year ended December 31, 2018, acquisition related expenses included acquisition and integration related professional fees,
employee severance, and lease termination costs related to certain operations of DCPayments.

Depreciation and Accretion Expense

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

Depreciation and accretion expense

130,676

3.5% $

126,199

Percentage of total revenues

9.7%

9.4%

Depreciation and accretion expense. In the year ended December 31, 2019, depreciation and accretion expense increased $4.5
million, or 3.5%, in comparison to prior year due to capital additions in the normal course of business and foreign exchange rate
movements.

Amortization of Intangible Assets

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

Amortization of intangible assets

49,261

(6.9)% $

52,911

Percentage of total revenues

3.7%

3.9%

Amortization of intangible assets. The decrease in amortization of intangible assets of $3.7 million for the year ended

December 31, 2019 compared to the prior year was primarily due to certain intangible assets becoming fully amortized.

Loss on Disposal and Impairment of Assets

Loss on disposal and impairment of assets

11,653

(34.8)% $

17,873

Percentage of total revenues

0.9%

1.3%

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

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Loss on disposal and impairment of assets.

For the year ended December 31, 2019, we recognized losses of $4.4 million related to the disposal of ATM assets in the

normal course of business. In addition, we recognized a goodwill impairment of $7.3 million related to our Canada reporting unit.

For the year ended December 31, 2018, the loss on disposal and impairment of assets was $17.9 million due to our decision
to not redeploy certain ATM models. Although many ATMs in our U.S. operations that were impaired were deployable, a
combination of many factors including the size, functionality, estimated upgrade costs, and availability of suitable placement
locations resulted in a change of plans relative to certain models such that the units not currently in service were deemed not likely
to be deployed. These ATM assets, with a net book value of approximately $7 million, were written down to their estimated net
realizable value. The remaining loss was a result of other ATM asset disposals in the ordinary course of business and disposals
related to the exit from a leased facility in the U.K.

Interest Expense, net

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

Interest expense, net

26,604

(24.9)% $

35,429

Percentage of total revenues

2.0%

2.6%

Interest expense, net. Interest expense, net, decreased $8.8 million or 24.9% during the year ended December 31, 2019,
compared to the prior year. This decrease was attributable to a comparatively lower outstanding long-term debt balance and a
lower weighted average interest rate following the December 2018 redemption of our $250.0 million 5.125% Senior notes. These
borrowings were refinanced under our revolving credit facility with a lower interest rate.

For additional information, see Item 8. Financial Statements and Supplementary Data, Note 11. Long-Term Debt.

Early Extinguishment of Debt

In connection with the early extinguishment of the 2022 Notes in 2018, we recognized a $6.4 million pre-tax charge for the
premium paid upon redemption. This amount is included in the Redemption costs for early extinguishment of debt line in the
accompanying Consolidated Statements of Operations in the year ended December 31, 2018. We also wrote off approximately
$1.4 million in deferred financing costs upon extinguishment. This amount is included in the Amortization of deferred financing
costs and note discount in the accompanying Consolidated Statements of Operations in the year ended December 31, 2018. For
additional information, see Item 8. Financial Statements and Supplementary Data, Note 11. Long-Term Debt.

Income Tax Expense

Income tax expense

Effective tax rate

Year Ended
December 31,

% Change

2018

2019

(In thousands, excluding percentages)

16,522

58.0% $

10,457

25.5%

74.1%

Income tax expense. Our income tax expense for the year ended December 31, 2019 totaled $16.5 million resulting in an
effective tax rate of 25.5%, compared to an income tax expense of $10.5 million, and an effective tax rate of 74.1%, for the same
period of 2018. The decrease in the effective tax rate for the year ended December 31, 2019 was primarily attributable to tax
benefits from the utilization of interest deductions disallowed in the prior year and the nontaxable gain recorded in the current
year to revise the fair value of the acquisition related contingent consideration liability.

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Non-GAAP Financial Measures

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

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

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

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

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

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

Adjusted Net Income represents net income computed in accordance with GAAP, before amortization of intangible assets,
deferred financing costs and note discount, gains or losses on disposal and impairment of assets, share-based compensation expense,
certain other income and expense amounts, acquisition and divestiture-related expenses, certain non-operating expenses, and (if
applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). The non-
GAAP tax rate used to calculate Adjusted Net Income was approximately 23.1% and 24.1% for the years ended December 31,
2019 and 2018, respectively. The non-GAAP tax rates represent the GAAP tax rate for the period as adjusted by the estimated tax
impact of the items adjusted from the measure. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net
Income by weighted average diluted shares outstanding.

Adjusted Free Cash Flow

Adjusted Free Cash Flow is defined as cash provided by operating activities less the impact of changes in restricted cash due
to the timing of payments of restricted cash liabilities and less payments for capital expenditures, including those financed through
direct debt, but excluding acquisitions. The Adjusted Free Cash Flow measure does not take into consideration certain financing
activities and other non-discretionary cash requirements such as mandatory principal payments on portions of the Company's long-
term debt.

Constant Currency

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

Reconciliation of Non-GAAP Financial Statements

Reconciliations of the non-GAAP financial measures used herein to the most directly comparable U.S. GAAP

financial measures are presented as follows:

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

Net income attributable to controlling interests and available to common
shareholders

48,274

3,676

Year Ended
December 31,

2019

2018

Adjustments:

Interest expense, net

Amortization of deferred financing costs and note discount

Redemption costs for early extinguishment of debt

Income tax expense

Depreciation and accretion expense

Amortization of intangible assets

EBITDA

Add back:

Loss on disposal and impairment of assets (1)
Other income (2)
Noncontrolling interests (3)
Share-based compensation expense
Restructuring expenses (4)
Acquisition related expenses (5)

Adjusted EBITDA

Less:

Depreciation and accretion expense (6)
Interest expense, net

Adjusted pre-tax income

Income tax expense (7)
Adjusted Net Income

Adjusted Net Income per share – basic
Adjusted Net Income per share – diluted

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

26,604

13,447

—

16,522

130,676

49,261
284,784

11,653
(18,404)
58

20,962

8,928

—
307,981

130,675

26,604

150,702

34,877
115,825

2.54
2.52

$
$

35,429

14,887

6,408

10,457

126,199

52,911
249,967

17,873
(627)
38

15,660

6,586

3,191
292,688

126,197

35,429

131,062

31,529
99,533

2.16
2.14

45,514,703

46,015,334

45,988,775
46,436,439

$
$

(1)

(2)

Includes a goodwill impairment of $7.3 million on the Canada reporting unit during the year ended December 31, 2019.
Includes the revaluation of the estimated acquisition related contingent consideration, foreign currency translation gains/losses and other non-operating costs.
(3) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexican

(4)

subsidiaries.
For the years ended December 31, 2019 and 2018, restructuring activities included workforce reductions, costs incurred in conjunction with facilities closures,
professional fees and other related charges.

(5) Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs.
(6) Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest

(7)

shareholders.
For the years ended December 31, 2019 and 2018, the non-GAAP tax rate used to calculate Adjusted Net Income was 23.1% and 24.1%, respectively, which
represents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income.

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

Consolidated revenue

Year Ended
December 31,

2019

Foreign
Currency
Impact

U.S.
GAAP

Constant -
Currency

2018

U.S.
GAAP

% Change

U.S.
GAAP

Constant -
Currency

(In thousands)

ATM operating revenues

$ 1,281,106

29,450

$ 1,310,556

$ 1,292,930

(0.9)%

1.4%

ATM product sales and other
revenues

68,299

657

68,956

52,313

Total revenues

$ 1,349,405

30,107

$ 1,379,512

$ 1,345,243

30.6

0.3 %

31.8

2.5%

North America revenue

Year Ended
December 31,

2019

Foreign
Currency
Impact

U.S.
GAAP

Constant -
Currency

2018

U.S.
GAAP

% Change

U.S.
GAAP

Constant -
Currency

(In thousands)

803,955

3,069

807,024

787,514

2.1%

2.5%

59,559

59,650

42,665

863,514

3,160

866,674

830,179

39.6

4.0%

39.8

4.4%

Year Ended
December 31,

2019

Foreign
Currency
Impact

U. S.
GAAP

Constant -
Currency

2018

U.S.
GAAP

% Change

U.S.
GAAP

Constant -
Currency

(In thousands)

388,091

18,914

407,005

400,390

(3.1)%

8,229

496

8,725

9,379

396,320

19,410

415,730

409,769

(12.3)

(3.3)%

1.7%

(7.0)
1.5%

Year Ended
December 31,

2019

Foreign
Currency
Impact

U.S.
GAAP

Constant -
Currency

2018

U.S.
GAAP

% Change

U.S.
GAAP

Constant -
Currency

(In thousands)

99,552

7,466

107,018

117,138

(15.0)%

(8.6)%

511

552

269

100,063

7,507

107,570

117,407

90.0

(14.8)%

105.2

(8.4)%

ATM operating revenues

ATM product sales and other
revenues

Total revenues

Europe & Africa revenue

ATM operating revenues

ATM product sales and other
revenues

Total revenues

Australia & New Zealand
revenue

ATM operating revenues

ATM product sales and other
revenues

Total revenues

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Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non-GAAP basis
to Constant-Currency

Year Ended
December 31,

2019

Foreign
Currency
Impact

Non -
GAAP (1)

Constant -
Currency

2018

Non -
GAAP (1)

% Change

Non -
GAAP (1)

Constant -
Currency

307,981

115,825

(In thousands)

6,819

2,486

314,800

118,311

292,688

5.2%

7.6%

99,533

16.4%

18.9%

2.52

0.05

2.57

2.14

17.8%

20.1%

Adjusted EBITDA

Adjusted Net Income

Adjusted Net Income
per share – diluted (2)

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

Adjusted EBITDA, and Adjusted Net Income above.

(2) Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares

outstanding of 46,015,334 and 46,436,439 for the years ended December 31, 2019 and 2018, respectively.

Calculation of Adjusted Free Cash Flow

Net cash provided by operating activities

Restricted cash settlement activity

(1)

Adjusted net cash provided by operating activities

Net cash used in investing activities, excluding acquisitions (2)

Adjusted free cash flow

Year Ended
December 31,

2019

2018

(In thousands)

204,659

70,482

275,141
(124,906)
150,235

334,202
(109,093)
225,109
(107,205)
117,904

(1) Restricted cash settlement activity represents the change in our restricted cash excluding the portion of the change that is attributable to
foreign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in the
accompanying Consolidated Statements of Cash Flows.

(2) Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other assets. Additionally,

capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts.

Liquidity and Capital Resources

Overview

As of December 31, 2019, we had $30.1 million in cash and cash equivalents and $739.5 million in outstanding long-term

debt.

We have historically funded our operations primarily through cash flows from operations, borrowings under our revolving
credit facility, and the issuance of debt and equity securities. We have generally used a portion of our cash flows to invest in
additional ATMs, either through acquisitions or through organic growth. We also have used our cash flows to pay interest and
principal amounts outstanding under our borrowings. During 2019, we also used cash flows to repurchase 1.7 million of our
outstanding shares at a cost of approximately $50 million and to repay approximately $96 million of our indebtedness.

We typically reflect a working capital deficit position in the Consolidated Balance Sheets. We collect a sizable portion of our
cash from sales on a daily basis but generally pay our vendors on 30 day terms and are not required to pay certain of our merchants

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until 20 days after the end of each calendar month. We are able to utilize the excess available cash flow to reduce borrowings
made under our revolving credit facility reported as long term debt and to fund capital expenditures.

We believe that our cash on hand and our current revolving credit facility will be sufficient to meet our working capital
requirements and contractual commitments for the next twelve months, including the settlement of our Convertible Notes at
maturity on December 1st, 2020. See Financing Facilities below.

Operating Activities

Net cash provided by operating activities totaled $204.7 million and $334.2 million for the years ended December 31, 2019
and 2018, respectively. Excluding changes in restricted cash during the periods due to the timing of settlements, our cash flows
from operating activities were up approximately $50.0 million compared to the prior year. This increase is primarily attributable
to growth in profits and lower interest payments as well as favorable working capital changes.

Investing Activities

Net cash used in investing activities totaled $134.0 million and $108.4 million for the years ended December 31, 2019 and
2018, respectively. These amounts vary by year, depending on acquisition and divestiture activities in a particular year along with
our capital investments. The change in net cash used in investing activities during the year ended 2019 relative to the prior years
was related to the following: i) organic growth projects, including the purchase of ATMs for both new and existing ATM management
agreements, ii) technology and product development, iii) investments in our infrastructure, iv) ongoing refreshment of our ATMs
and operational assets and v) a small acquisition.

Anticipated future capital expenditures. We currently anticipate that the majority of our capital expenditures for the foreseeable
future will be attributable to the following: i) organic growth projects, including the purchase of ATMs for both new and existing
ATM management agreements, ii) technology and product development, iii) investments in our infrastructure, and iv) ongoing
refreshment. We currently anticipate that our capital expenditures for 2020 will total approximately $140 million, the majority of
which is expected to be utilized to support new business growth. We expect such capital expenditures to be funded primarily
through our cash flows from operations.

Financing Activities and Facilities

Net cash used in financing activities totaled $151.1 million and $126.4 million, for the years ended December 31, 2019 and
2018, respectively. Throughout 2019 and 2018, we used our net cash flow generated from operations to continue to invest in our
business and pay down borrowings under our revolving credit facility. In 2019, we also used net cash flows from operations to
repurchase 1.7 million shares for approximately $50 million. During 2019, we also entered into an amendment to the second
amended and restated credit agreement, increasing the total available commitments under the facility to $750 million. In 2018,
we used borrowings under our credit facility to fund our redemption of the 2022 Notes.

For information related to our financing facilities see Item 8. Financial Statements and Supplementary Data, Note 11. Long-
Term Debt.

Effects of Inflation

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

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Contractual Obligations

The following table reflects our significant contractual obligations and other commercial commitments as of December 31,

2019:

2020

2021

2022

2023

2024

Thereafter

Total

Payments Due by Period

(In thousands)

Long-term debt obligations:

Principal (1)
Interest (2)

Operating leases (3)
Merchant obligations

(4)

Minimum service contracts

Open purchase orders

287,500

— $

— $ 167,227

$ 300,000

754,727

23,266

22,316

13,999

1,149

5,383

20,391

19,832

9,809

732

—

20,391

12,096

6,417

—

20,391

8,781

4,424

—

20,067

6,800

1,514

—

27,500

32,054

599

—

132,006

101,879

36,762

1,881

5,383

Total contractual obligations $

353,613

50,764

38,904

33,596

$ 195,608

$ 360,153

$ 1,032,638

(1) Represents the $287.5 million face value of our Convertible Notes, $167.2 million outstanding under our revolving credit facility, and

$300.0 million face value of our 2025 Notes.

(2) Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2019, assuming current

interest rates and the amount of debt outstanding in the periods indicated in the table above.

(3) Our operating lease obligations increased during 2019 due to our entry into new and amended long-term facilities leases.
(4) Includes various fixed periodic payments to merchants required under our ATM placement agreements.

Critical Accounting Policies and Estimates

Our consolidated financial statements included in this 2019 Form 10-K have been prepared in accordance with U.S. GAAP,
which requires management to make numerous estimates and assumptions. Actual results could differ from those estimates and
assumptions, thus impacting our results of operations and financial position. The critical accounting policies and estimates described
in this section are those that are most important to the depiction of our financial condition and results of operations and the
application of which requires management’s most subjective judgments in making estimates about the effect of matters that are
inherently uncertain. For additional information related to our significant accounting policies, see Item 8. Financial Statements
and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies.

Goodwill and intangible assets. We have accounted for our acquisitions as business combinations in accordance with U.S.
GAAP. Accordingly, the value of the purchase consideration for these acquisitions has been allocated to the assets acquired and
liabilities assumed based on their respective fair values as of each acquisition date. Intangible assets that met the criteria established
by U.S. GAAP for recognition apart from goodwill include acquired merchant and bank-branding contracts/relationships, trade
names, technology, and the non-compete agreements entered into in connection with certain acquisitions. The excess of the purchase
consideration paid in excess of the fair values of the identified assets acquired and liabilities assumed is recognized as goodwill
in our consolidated financial statements.

Goodwill and other intangible assets that have indefinite useful lives are not amortized, but instead are evaluated annually
for impairment, and intangible assets that have finite useful lives are amortized over their estimated useful lives. We follow U.S.
GAAP for testing goodwill and other non-amortized intangible assets for impairment. In 2019, we elected to perform the optional
qualitative assessment allowed under U.S. GAAP to determine if it was necessary to perform a quantitative assessment. The
qualitative assessment considers whether it is more likely than not that the fair value of a reporting unit is less than its carrying
amount. In the event that the qualitative assessment indicates it is more likely than not that the fair value of a reporting unit is less
than its carrying amount, we perform the quantitative assessment prescribed by the guidance where the carrying amount of the
net assets associated with each applicable reporting unit is compared to the estimated fair value of such reporting unit as of the
date of the test or the annual testing date, December 31, 2019. For the year ended December 31, 2019, we performed our annual
goodwill impairment test for seven separate reporting units: (i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia &
New Zealand operations, (iv) the Canada operations, (v) the South Africa operations, (vi) the Germany operations, and (vii) the
Mexico operations. There was no goodwill associated with our Spain or Ireland operations as of December 31, 2019.

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We evaluate our goodwill and other non-amortized intangible assets on an on-going basis considering qualitative factors. If
necessary, we evaluate the recoverability of our goodwill and other non-amortized intangible assets by estimating the future
discounted cash flows of the reporting units to which the goodwill and other non-amortized intangible assets relate. We use discount
rates corresponding to our cost of capital, risk-adjusted as appropriate, to determine the discounted cash flows, and consider current
and anticipated business trends, prospects, and other market and economic conditions when performing our evaluations. These
evaluations are performed on an annual basis at a minimum, or more frequently based on the occurrence of events that might
indicate a potential impairment. Examples of events that might indicate impairment include, but are not limited to, the loss of a
significant contract, a material change in the terms or conditions of a significant contract, or significant decreases in revenues
associated with a contract or business.

Valuation of long-lived assets. We place significant value on the installed ATMs that we own and manage in merchant locations
and the related acquired merchant and bank-branding contracts/relationships. Long-lived assets, such as property and equipment
and intangible assets subject to depreciation and amortization, respectively, are reviewed for impairment at least annually, and
whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

In determining whether a particular merchant and bank-branding contract/relationship is significant enough to warrant a
separate identifiable intangible asset, we analyze a number of relevant factors, including: (i) estimates of the historical cash flows
from such contract/relationship prior to its acquisition, (ii) estimates regarding our ability to increase the contract/relationship’s
cash flows subsequent to the acquisition through a combination of lower operating costs, the deployment of additional ATMs, and
the incremental revenues from increased surcharges and/or new merchant or bank-branding contracts/relationships, and (iii)
estimates regarding our ability to renew such contracts/relationships beyond their originally scheduled termination date. An
individual merchant and bank-branding contract/relationship, and the related ATMs, could be impaired if the contract/relationship
is terminated sooner than originally anticipated, or if there is a decline in the number of transactions related to such contract/
relationship without a corresponding increase in the amount of revenue collected per transaction. A portfolio of purchased contract/
relationship intangibles, including the related ATMs, could be impaired if the contract/relationship attrition rate is materially more
than the rate used to estimate the portfolio’s initial value, or if there is a decline in the number of transactions associated with such
portfolio without a corresponding increase in the revenue collected per transaction. Whenever events or changes in circumstances
indicate that a merchant or bank-branding contract/relationship intangible asset may be impaired, we evaluate the recoverability
of the intangible asset, and the related ATMs, by measuring the related carrying amounts against the estimated undiscounted future
cash flows associated with the related contract/relationship or portfolio of contracts/relationships. Should the sum of the expected
future net cash flows be less than the carrying values of the tangible and intangible assets being evaluated, an impairment loss
would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs and
intangible assets exceeded the calculated fair value.

Income taxes. Income tax provisions are based on taxes payable or refundable for the current year and deferred taxes on
temporary differences between the amount of taxable income and income before provision of income taxes and between the tax
basis of assets and liabilities and their reported amounts in our consolidated financial statements. We include deferred tax assets
and liabilities in our consolidated financial statements at currently enacted income tax rates. As changes in tax laws or rates are
enacted, we adjust our deferred tax assets and liabilities through the income tax provision.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future
taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal
of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In the event we
do not believe we will be able to utilize the related tax benefits associated with deferred tax assets, we record valuation allowances
to reserve for the assets.

Asset retirement obligations (“ARO”). We estimate the fair value of the additions to the ARO associated with our cost to
deinstall our ATMs and, in some cases, restore the ATM sites to their original conditions. ARO estimates are based on a number
of assumptions, including: (i) the types of ATMs that are installed, (ii) the relative mix where the ATMs are installed (i.e., whether
such ATMs are located in single-merchant locations or in locations associated with large, geographically-dispersed retail chains),
and (iii) whether we will ultimately be required to refurbish the merchant store locations upon the removal of the related ATMs.
Additionally, we are required to make estimates regarding the timing of the estimated ARO payments. We utilize a pooled approach
to calculate and maintain our AROs, as opposed to a specific machine-by-machine approach, based on the estimated deinstallation
dates. We periodically evaluate the reasonableness of the ARO balance by obtaining the current machine count and updated cost
estimates to deinstall ATMs.

The fair value of a liability for an ARO is recognized in the period in which it is incurred and can be reasonably estimated.
ARO costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s estimated
64

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useful life. Fair value estimates of liabilities for AROs generally involve discounted future cash flows. Periodic accretion of such
liabilities due to the passage of time is recorded as depreciation and accretion expense in the consolidated financial statements.

Share-based compensation. We calculate the fair value of share-based awards to our Board and employees on the date of grant
and recognize the calculated fair value, net of estimated forfeitures, as share-based compensation expense over the underlying
requisite service periods of the related awards. In determining the fair value of our share-based awards, we are required to make
certain assumptions and estimates, including: (i) the number of awards that may ultimately be granted to and forfeited by the
recipients, (ii) the expected term of the underlying awards, and (iii) the future volatility associated with the price of our common
shares. For additional information related to such estimates, and the basis for our conclusions regarding such estimates for the
year ended December 31, 2019, see Item 8. Financial Statements and Supplementary Data, Note 4. Share-Based Compensation.

Derivative financial instruments. We recognize all of our derivative instruments as assets or liabilities in the accompanying
Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of the derivative instruments depends on
whether such instruments have been designated and qualify as part of a hedging relationship and the type of hedging relationship
designated. For derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument,
based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign
operation. These derivatives are valued using pricing models based on significant other observable inputs (Level 2 inputs under
the fair value hierarchy prescribed by U.S. GAAP), while taking into account the creditworthiness of the party that is in the liability
position with respect to each trade. As of December 31, 2019, the majority of our derivative instruments were designated and
qualify as cash flow hedges, and accordingly, changes in the fair values of such derivatives have been reported in Accumulated
other comprehensive loss, net within the accompanying Consolidated Balance Sheets. We are also party to foreign currency
forward contracts that are not designated as hedges for accounting purposes. The changes in the fair values of these derivatives
have been reported in Other (income) expense within the accompanying Statements of Operations. Although not designated, these
forward contracts are associated with planned borrowings in U.K. pounds sterling and the anticipated conversion of the U.K.
pounds sterling to U.S. dollars to partially fund the repayment of our 1.00% Convertible Senior Notes Due 2020.

For additional information related to our derivative financial instruments, see Item 8. Financial Statements and Supplementary

Data, Note 16. Derivative Financial Instruments.

Convertible Notes. We are party to various derivative instruments related to the issuance of our Convertible Notes. As of
December 31, 2019, all of our derivative instruments related to the Convertible Notes qualified for classification in the Shareholders’
equity line in the accompanying Consolidated Balance Sheets. We are required, however, for the remaining term of the Convertible
Notes, to assess whether we continue to meet the shareholders’ equity classification requirements and if in any future period we
fail to satisfy those requirements, we would need to reclassify these instruments out of Shareholders’ equity and record them as a
derivative asset or liability, at which point we would be required to record any changes in fair value through earnings. For additional
information related to our Convertible Notes, see Item 8. Financial Statements and Supplementary Data, Note 11. Long-Term
Debt.

New Accounting Pronouncements

For recent accounting pronouncements, including those not yet adopted during 2019, see Item 8. Financial Statements and

Supplementary Data, Note 2. New Accounting Pronouncements.

Commitments and Contingencies

We are subject to various legal proceedings and claims arising in the ordinary course of our business. We do not expect that
the outcome in any of these legal proceedings, individually or collectively, will have a material adverse financial or operational
impact on us. For additional information related to our commitments and contingencies, see Item 8. Financial Statements and
Supplementary Data, Note 19 . Commitments and Contingencies.

Off-Balance Sheet Arrangements

As of December 31, 2019, we did not have any material off-balance sheet arrangements, as contemplated in Item 303(a)(4)

(ii) of Regulation S-K.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosures about Market Risk

We are exposed to certain risks related to our ongoing business operations, including interest rate risk associated with our
vault cash rental obligations, borrowings under our revolving credit facility, and foreign currency exchange risk. The following
quantitative and qualitative information is provided about financial instruments to which we were a party at December 31, 2019
and from which we may incur future gains or losses from changes in market interest rates or foreign currency exchange rates. We
do not enter into derivative or other financial instruments for speculative or trading purposes.

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

Interest Rate Risk

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

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

The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap and cap contracts

currently in place in the U.S., Canada, the U.K, and Australia (as of the date of the issuance of this 2019 Form 10-K) are as follows:

Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations

North America – Interest Rate Swap Contracts

Notional Amounts
U.S. $
(In millions)

Notional Amounts
CAD $

(In millions)

Weighted Average
Fixed Rate

1.84%

1.61%

1.28%

1.11%
Weighted Average
Fixed Rate

1,300

1,000

800

400

Term

January 1, 2020 – December 31, 2020

January 1, 2021 – December 31, 2021

January 1, 2022 – December 31, 2022

January 1, 2023 – December 31, 2024

Term

125

2.46%

January 1, 2020 – December 31, 2021

North America - Interest Rate Cap Contracts

Notional Amounts
U.S. $

(In millions)

Cap Rate (1)

Term

200

3.25%

January 1, 2021 – December 31, 2023

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Maximum amount of interest to be paid each year as per terms of cap. Cost of cap is amortized through vault cash rental expense
over term of cap.

Europe & Africa – Interest Rate Swap Contracts

Notional Amounts
U.K. £

(In millions)

Weighted Average
Fixed Rate

Term

500

0.94%

January 1, 2020 – December 31, 2022

Australia & New Zealand – Interest Rate Swap Contracts

Notional Amounts
AUS $

(In millions)

140

Weighted Average
Fixed Rate

Term

1.59%

0.71%

January 1, 2020 – December 31, 2020

January 1, 2021 – December 31, 2021

Summary of Interest Rate Exposure on Average Outstanding Vault Cash

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in North America
based on our average outstanding vault cash balance and interest rate derivatives for the quarter ended December 31, 2019 and
assuming a 100 basis point increase in interest rates (in millions of USD):

North America
Average outstanding vault cash balance
Interest rate swap and cap contracts fixed notional amount

Residual unhedged outstanding vault cash balance

Additional annual interest incurred on 100 basis point increase

1,898
(1,095)
803

8.03

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

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Europe & Africa
based on our average outstanding vault cash balance and interest rate derivatives for the quarter ended December 31, 2019 and
assuming a 100 basis point increase in interest rates (in millions of USD):

Europe & Africa

Average outstanding vault cash balance

Interest rate swap contracts fixed notional amount

Residual unhedged outstanding vault cash balance

Additional annual interest incurred on 100 basis point increase

1,076
(708)
368

3.68

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The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Australia based on
our average outstanding vault cash balance and interest rate derivatives for the quarter ended December 31, 2019 and assuming
a 100 basis point increase in interest rates (in millions of USD):

Australia

Average outstanding vault cash balance

Interest rate swap contracts fixed notional amount

Residual unhedged outstanding vault cash balance

Additional annual interest incurred on 100 basis point increase

273
(103)
170

1.70

As of December 31, 2019, we had an asset of $10.6 million and a liability of $17.4 million recorded in the accompanying
Consolidated Balance Sheets related to our interest rate swap and cap contracts, which represented the fair value asset or liability
of the contracts as derivative instruments are required to be carried at fair value. The fair value estimate was calculated as the
present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These interest rate
swap and cap contracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the
fair value hierarchy prescribed by U.S. GAAP). The effective portion of the gain or loss on the derivative instrument is reported
as a component of Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. The effective
portion is reclassified into earnings in the Vault cash rental expense line in the accompanying Consolidated Statements of Operations
in the same period or periods during which the hedged transaction affects earnings and has been forecasted into earnings.

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

Interest expense. Our interest expense is also sensitive to changes in interest rates as borrowings under our revolving credit

facility accrue interest at floating rates.

As of December 31, 2019, our outstanding borrowings under our revolving credit facility, which carries a floating interest
rate, were $167.2 million. To mitigate the interest rate risk associated with these borrowings, we have entered into interest rate
swap contracts. These interest rate swaps have an aggregate notional amount of 50 million U.K. pounds sterling starting
January 2, 2020 increasing to 100 million U.K. pounds sterling on January 4, 2021, terminating January 1, 2022.

Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings

Notional Amounts
U.K. £

Weighted Average
Fixed Rate

Term

(In millions)

100

Foreign Currency Exchange Rate Risk

0.95%

0.64%

January 1, 2020 – December 31, 2020

January 4, 2021 – December 31, 2021

As a result of our operations in the U.K., Ireland, Germany, Spain, Mexico, Canada, Australia, New Zealand, and South Africa,
we are exposed to market risk from changes in foreign currency exchange rates. The functional currencies of our international
subsidiaries are at their respective local currencies. The results of operations of our international subsidiaries are translated into
U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and
the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date.
These resulting translation adjustments to assets and liabilities have been reported in Accumulated other comprehensive loss, net

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within the accompanying Consolidated Balance Sheets. As of December 31, 2019, this accumulated translation loss totaled $59.0
million compared to $66.3 million as of December 31, 2018.

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

We do not hold derivative commodity instruments and all of our cash and cash equivalents are held in money market or

checking accounts.

Our consolidated financial results were significantly impacted by changes in foreign currency exchange rates during the year
ended December 31, 2019 compared to the prior year. Our total revenues during the year ended December 31, 2019 would have
been higher by $30.1 million had the foreign currency exchange rates from the year ended December 31, 2018 remained unchanged.
A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the British pound, Euro,
Mexican peso, Canadian dollar, Australian dollar, or South African rand, the effect upon our operating income would have been
approximately $4.5 million for the year ended December 31, 2019. During 2019, we entered into foreign currency window forward
contracts to mitigate our exposure to changes in foreign currency exchange rates related to expected cash flows in currencies other
than the U.S. dollar that are expected within the next twelve months. These foreign currency forward contracts were not designated
as hedging instruments for accounting purposes.

As of December 31, 2019, we had a liability of $7.9 million recorded in the accompanying Consolidated Balance Sheets
related to our foreign currency forward contracts, which represented the fair value liability of the contracts as derivative instruments
are required to be carried at fair value. These foreign currency forward contracts are valued using pricing models based on significant
other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP).

The notional amount, weighted average fixed rate, and terms associated with our foreign currency window forward contracts

in place (as of the date of the issuance of this 2019 Form 10-K) are as follows:

Outstanding Undesignated Foreign Currency Derivatives

Notional Amount
U.S. $

Weighted Average Fixed
Rate U.S. $/U.K. £

(In millions)

Settlement Dates

150

1.267

November 2, 2020 – December 1, 2020

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies
2. New Accounting Pronouncements
3. Revenue Recognition
4. Share-Based Compensation
5. Earnings per Share
6. Related Party Transactions
7. Property and Equipment, Net
8. Intangible Assets
9. Prepaid Expenses and Other Assets
10. Accrued Liabilities
11. Long-Term Debt
12. Asset Retirement Obligations
13. Other Liabilities
14. Shareholders’ Equity
15. Employee Benefits
16. Derivative Financial Instruments
17. Leases
18. Fair Value Measurements
19. Commitments and Contingencies
20. Income Taxes
21. Concentration Risk
22. Segment Information
23. Supplemental Guarantor Financial Information
24. Supplemental Selected Quarterly Financial Information (Unaudited)

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79
79
87
90
93
96
97
97
97
98
99
99
119
104
104
106
106
110
112
114
114
118
118
121
130

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Cardtronics plc:

Opinion on Internal Control Over Financial Reporting

We have audited Cardtronics plc and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements
of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period
ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated
March 2, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Houston, Texas
March 2, 2020

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Cardtronics plc:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cardtronics plc and subsidiaries (the Company) as of
December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income (loss), shareholders’
equity, and cash flows for each of the years in the three year period ended December 31, 2019, and the related notes (collectively,
the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for
each of the years in the three year period ended December 31, 2019, in conformity with U.S. generally accepted accounting
principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated March 2, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal
control over financial reporting.

Changes in Accounting Principle

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company changed its method of accounting for leases
in 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases, and its method of accounting for revenue
recognition in 2018 due to the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of sufficiency of audit evidence over revenue

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company had $1,349 million in revenues for the
year ended December 31, 2019, of which $594 million was related to surcharge revenues, $356 million was related to interchange
revenues, $202 million was related to bank-branding and surcharge-free network revenues, and $197 million was related to
other revenue streams. The Company earns these revenues across the different countries where the Company has operations,
and the Company’s processes for capturing the information for revenue recognition differs between these different revenue
types.

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We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating the sufficiency
of audit evidence obtained required especially subjective auditor judgment because of the different revenue streams, the related
revenue recognition processes, the number of information technology (IT) applications and the dependence on third-party service
providers involved in the revenue recognition processes. This included determining the revenue streams over which the
procedures were performed, the nature and extent of audit evidence obtained over each revenue stream, and the need to involve
IT professionals to assist with the performance of certain procedures.

The primary procedures we performed to address this critical audit matter included the following. Based on our knowledge of
the Company, we applied auditor judgment to determine the nature and extent of procedures to be performed over revenue,
including the determination of the revenue streams over which those procedures were performed. For each revenue stream where
procedures were performed, we:

•

Tested certain internal controls over the Company’s revenue recognition process,

involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are
used by the Company in its revenue recognition process, and

assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for
consistency with the related contracts, processor statements or cash receipts.

In addition, we evaluated the overall sufficiency of the audit evidence obtained over revenue.

Assessment of the carrying value of goodwill in one reporting unit

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company performs goodwill impairment testing on
an annual basis, or more frequently if there are indicators that suggest the fair value of a reporting unit may be below its carrying
value. The goodwill balance as of December 31, 2019 was $752.6 million. During 2019, the Company performed a goodwill
impairment test for each reporting unit using a qualitative approach, except for the Canada reporting unit, which was tested
using the quantitative approach and subsequently recognized an impairment of $7.3 million for that reporting unit. After the
impairment, the Canada reporting unit goodwill balance was $104.0 million at December 31, 2019.

We identified the assessment of the carrying value of goodwill for the Canada reporting unit as a critical audit matter. Significant
auditor judgment was required to evaluate the Company’s impairment test, which was performed using a discounted cash flow
model and corroborated through the use of a market approach. The discounted cash flow model included key assumptions
related to financial forecasts, including operating efficiencies and resulting cash flows over time, and a discount rate. The market
approach included a key assumption of market multiples. Minor changes to these key assumptions could have a significant
effect on the assessment of the carrying value of the goodwill and the impairment recorded.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal
controls over the Company’s goodwill impairment process, including controls related to the development of the key assumptions.
We evaluated the Company’s financial forecasts, including the operating efficiencies and cash flows over time, by comparing
these to internal supporting data. We compared the financial forecasts to the Company’s historical results to evaluate the
assumptions used in the Company’s financial forecasts. We involved a valuation professional with specialized skills and
knowledge, who assisted in:

•

assessing the overall valuation methodology used by the Company in estimating the fair value of the reporting unit,

evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed
using publicly available third-party market data for comparable entities,

developing an estimate of the reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently
developed discount rate, and compared the results of our estimate of fair value to the Company’s fair value estimate, and

assessing the market multiple utilized in the Company’s market approach calculation by comparing it against the data
for the comparable entities.

/s/ KPMG LLP
We have served as the Company’s auditor since 2001.

Houston, Texas
March 2, 2020

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ASSETS

Current assets:

Cash and cash equivalents

CARDTRONICS PLC
CONSOLIDATED BALANCE SHEETS
(In thousands, excluding share and per share amounts)

Accounts and notes receivable, net of allowance for doubtful accounts of $5,251 and
$3,005 as of December 31, 2019 and December 31, 2018, respectively

Inventory, net

Restricted cash

Prepaid expenses, deferred costs, and other current assets

Total current assets

Property and equipment, net of accumulated depreciation of $525,933 and $417,151 as

of December 31, 2019 and December 31, 2018, respectively

Operating lease assets

Intangible assets, net

Goodwill

Deferred tax asset, net

Prepaid expenses, deferred costs, and other noncurrent assets

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of other long-term liabilities

Accounts payable

Accrued liabilities

Total current liabilities

Long-term liabilities:

Long-term debt

Asset retirement obligations

Deferred tax liability, net

Operating lease liabilities

Other long-term liabilities

Total liabilities

Commitments and contingencies (See Note 19)

Shareholders' equity:

Ordinary shares, $0.01 nominal value; 44,676,132 and 46,134,381 issued and
outstanding as of December 31, 2019 and December 31, 2018, respectively

Additional paid-in capital

Accumulated other comprehensive loss, net

Retained earnings

Total parent shareholders' equity

Noncontrolling interests

Total shareholders’ equity

December 31, 2019

December 31, 2018

30,115

39,940

95,795

10,618

87,354

84,639

308,521

461,277

76,548

113,925

752,592

13,159

37,936

75,643

11,392

155,470

84,386

366,831

460,187

—

150,847

749,144

8,658

51,677

1,763,958

1,787,344

53,144

46,478

334,762

434,384

739,475

55,494

46,878

69,531

37,870

20,266

39,310

369,160

428,736

818,485

54,413

41,198

—

67,740

1,383,632

1,410,572

447

332,109
(77,887)
125,763

380,432
(106)
380,326

461

327,009
(66,877)
116,276

376,869
(97)
376,772

Total liabilities and shareholders’ equity

1,763,958

1,787,344

The accompanying notes are an integral part of these consolidated financial statements.
74

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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, excluding share and per share amounts)

Revenues:

ATM operating revenues

ATM product sales and other revenues

Total revenues

Cost of revenues:

Cost of ATM operating revenues (excludes depreciation, accretion, and

amortization of intangible assets reported separately below. See Note 1(d))

Cost of ATM product sales and other revenues

Total cost of revenues

Operating expenses:

Year Ended
December 31,

2019

2018

2017

$ 1,281,106

$ 1,292,930

$ 1,451,372

68,299

52,313

56,227

1,349,405

1,345,243

1,507,599

830,359

54,620

884,979

855,948

41,835

897,783

951,670

47,450

999,120

Selling, general, and administrative expenses

177,474

170,490

174,237

Redomicile-related expenses

Restructuring expenses

Acquisition related expenses

Depreciation and accretion expense

Amortization of intangible assets

Loss on disposal and impairment of assets

Total operating expenses

Income (loss) from operations

Other expenses:

Interest expense, net

Amortization of deferred financing costs and note discount

Redemption costs for early extinguishment of debt

Other (income) expense

Total other expenses

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Net loss attributable to noncontrolling interests

Net income (loss) attributable to controlling interests and available to common

shareholders

Net income (loss) per common share – basic

Net income (loss) per common share – diluted

—

8,928

—

130,676

49,261

11,653

377,992

86,434

26,604

13,447

—

(18,404)
21,647

64,787

16,522

48,265
(9)

48,274

1.06

1.05

—

6,586

3,191

126,199

52,911

17,873

377,250

70,210

35,429

14,887

6,408

(627)
56,097

14,113

10,457

3,656
(20)

3,676

0.08

782

10,354

18,917

122,036

57,866

227,796

611,988
(103,509)

35,036

12,574

—

3,524

51,134
(154,643)
(9,292)
(145,351)
(1)

(145,350)

(3.19)
(3.19)

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

45,514,703

45,988,775

45,619,679

46,015,334

46,436,439

45,619,679

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)

Net income (loss)

Unrealized (loss) gain on interest rate swap and cap contracts, net of deferred
income tax (benefit) expense of ($4,839), $2,795, and $7,050 for the years
ended December 31, 2019, 2018, and 2017, respectively.

Foreign currency translation adjustments, net of deferred income tax

(benefit) expense of ($242), $107, and ($1,226) for the years ended
December 31, 2019, 2018, and 2017 respectively.

Other comprehensive (loss) income

Total comprehensive income (loss)

Less: Comprehensive loss attributable to noncontrolling interests

Comprehensive income (loss) attributable to controlling interests

Year Ended
December 31,

2019

2018

48,265

3,656

2017
(145,351)

(18,179)

8,656

17,029

7,169
(11,010)
37,255
(9)
37,264

(41,938)
(33,282)
(29,626)
(17)
(29,609) $

56,511

73,540
(71,811)
—
(71,811)

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)

Balance as of January 1, 2017

45,326 $

453 $ 311,041 $

(107,135) $ 252,656 $

(80) $

456,935

Common Shares

Amount

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Loss, Net

Retained
Earnings

Noncontrolling
Interests

Total

Issuance of common shares for
share-based compensation, net of
forfeitures

Share-based compensation expense

Tax payments related to share-
based compensation

Unrealized gain (loss) on interest
rate swap and foreign currency
forward contracts, net of deferred
income tax expense of $7,050

Net loss attributable to controlling
interests

Net loss attributable to
noncontrolling interests

Foreign currency translation
adjustments, net of deferred
income tax benefit of $1,226

370

—

104

14,375

(8,580)

—

17,029

(636)

— (145,350)

—

56,511

—

(1)

Balance as of December 31, 2017

45,696

457

$ 316,940

(33,595) $ 106,670

(79) $

Cumulative effect of change in
accounting principle

Issuance of common shares for
share-based compensation, net of
forfeitures

Share-based compensation expense

Tax payments related to share-
based compensation

Unrealized gain on interest rate
swap and cap contracts, net of
deferred income tax expense of
$2,795

Net income attributable to
controlling interests

Net loss attributable to
noncontrolling interests

Foreign currency translation
adjustments, net of deferred
income tax expense of $107

—

438

—

15,660

(5,591)

—

8,656

—

(41,938)

5,930

—

3,676

—

(20)

Balance as of December 31, 2018

46,134

461

$ 327,009

(66,877) $ 116,276

(97) $

Cumulative effect of change in
accounting principle

Issuance of common shares for
share-based compensation, net of
forfeitures

Repurchase of common shares

Share-based compensation expense

Tax payments related to share-
based compensation

Unrealized loss on interest rate
swap and foreign currency forward
contracts, net of deferred income
tax benefit of $4,839

Net income attributable to
controlling interests

Net loss attributable to
noncontrolling interests

Foreign currency translation
adjustments, net of deferred
income tax benefit of $242

—

274

(1,732)

—

(17)

(11,812)

—

20,962

(4,050)

—

368

(368)

—

(18,547)

—

7,169

—

(38,423)

—

48,274

—

(9)

—

Balance as of December 31, 2019

44,676

447

$ 332,109

(77,887) $ 125,763

(106) $

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

108

14,375

(8,580)

16,393

(145,350)

(1)

56,513

390,393

5,930

15,660

(5,591)

8,656

3,676

(20)

(41,936)

376,772

—

(50,252)

20,962

(4,050)

(18,546)

48,274

(9)

7,172
380,326

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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, accretion, and amortization of intangible assets
Amortization of deferred financing costs and note discount
Share-based compensation expense
Deferred income tax expense (benefit)
Loss on disposal and impairment of assets
Other reserves and non-cash items
Redemption cost for early extinguishment of debt
Changes in assets and liabilities:

(Increase) decrease in accounts and notes receivable, net
(Increase) decrease in prepaid expenses, deferred costs, and other current assets
(Increase) in inventory, net
Decrease (increase) in other assets
Increase (decrease) in accounts payable
(Decrease) increase in restricted cash liabilities
Increase (decrease) in accrued liabilities
(Decrease) increase in other liabilities

Net cash provided by operating activities

Cash flows from investing activities:
Additions to property and equipment
Acquisitions, net of cash acquired

Net cash used in investing activities

Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility
Repayments of borrowings under revolving credit facility
Proceeds from borrowings of long-term debt
Redemption of long-term notes
Debt issuance, modification, and redemption costs
Tax payments related to share-based compensation
Proceeds from exercises of stock options
Repurchase of common shares

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net (decrease) increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash as of beginning of period
Cash, cash equivalents, and restricted cash as of end of period

Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes

Year Ended
December 31,

2019

2018

2017

48,265

3,656

(145,351)

179,937
13,447
20,962
6,741
11,653
(16,959)
—

(20,818)
(2,288)
(3,865)
7,971
8,233
(70,482)
35,266
(13,404)
204,659

179,110
14,887
15,660
(1,738)
17,873
153
6,408

28,015
14,339
(1,737)
7,357
(2,619)
109,093
(44,416)
(11,839)
334,202

179,902
12,574
14,395
(16,298)
227,796
5,055
—

6,616
(18,679)
(1,673)
(12,239)
(24,938)
12,583
(10,753)
1,597
230,587

(124,906)
(9,100)
(134,006)

(107,205)
(1,150)
(108,355)

(144,140)
(484,602)
(628,742)

656,326
(752,039)
—
—
(1,085)
(4,050)
3
(50,252)
(151,097)

2,503
(77,941)

195,410
117,469

26,540
7,699

$
$

882,763
(745,148)
—
(250,000)
(8,430)
(5,591)
14
—
(126,392)

(3,862)
95,593

99,817
195,410

41,115
851

$
$

1,081,689
(976,161)
300,000
—
(5,704)
(8,504)
104
—
391,424

801
(5,930)

105,747
99,817

31,649
6,367

$
$

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

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CARDTRONICS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation and Summary of Significant Accounting Policies

(a) Description of Business

Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company”), 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”). As of December 31, 2019, Cardtronics was the world’s largest ATM
owner/operator, providing services to approximately 285,000 ATMs globally, approximately 26% of which are Company- owned.
Company-owned ATMs account for approximately 87% of our total ATM operating revenues.

During 2019, approximately 64% of the Company’s revenues were derived from operations in North America (including its
ATM operations in the U.S., Canada, and Mexico), approximately 29% of the Company’s revenues were derived from operations
in Europe and Africa (including its ATM operations in the U.K., Ireland, Germany, Spain, and South Africa), and approximately
7% of the Company’s revenues were derived from the Company’s operations in Australia and New Zealand. As of December 31,
2019, the Company provided processing only services or various forms of managed services solutions to approximately 198,000
ATMs. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on Cardtronics to handle
some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service
fee, fee per transaction, fee per service provided, or a combination of these fees.

Through its network, the Company delivers financial related services to cardholders and provides ATM management and ATM
equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of
facilities such as shopping malls, airports, train stations, and casinos. In doing so, the Company provides its retail partners with a
compelling automated solution that helps attract and retain customers, and in turn, increases the likelihood that the ATMs placed
at their facilities will be utilized. The Company also partners with financial institutions to enable convenient and fee-free access
to its ATMs via surcharge-free and managed service solutions. The Company also owns and operates electronic funds transfer
(“EFT”) transaction processing platforms that provide transaction processing services to its network of ATMs, as well as to other
ATMs under managed services arrangements. Finally, the Company provides processing services for issuers of debit cards.

In addition to its retail merchant relationships, the Company also partners with leading financial institutions to brand selected
ATMs within its network. These financial institutions include BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A.
(“Citibank”), Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”),
PNC Bank, N.A. (“PNC Bank”), Santander Bank, N.A. (“Santander”), TD Bank, N.A. (“TD Bank”), United Services Automobile
Association ("USAA") in the U.S.; BMO Bank of Montreal (“BMO”), the Bank of Nova Scotia (“Scotiabank”), Canadian Imperial
Bank Commerce (“CIBC”), and TD Bank in Canada; the Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”)
in Australia; and Capitec Bank ("Capitec"), Mercantile Bank ("Mercantile") and Old Mutual ("Old Mutual") in South Africa. In
Mexico, the Company partners with Scotiabank and Banco Multiva by putting their brands on our ATMs in exchange for certain
services provided by them. As of December 31, 2019, approximately 21,000 of the Company’s ATMs were under contract with
approximately 500 financial institutions to place their logos on the ATMs and to provide convenient surcharge-free access for their
banking customers. The Company also provides managed services offerings for financial institutions, which generally include full
outsourcing of a portion or all of the financial institution's ATMs.

The Company owns and operates the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the
number of participating ATMs). Allpoint, which has approximately 58,000 participating ATMs, provides surcharge-free ATM
access to over 1,200 participating banks, credit unions, digital banks, financial technology companies and stored-value debit card
issuers. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks
in the U.S. Allpoint earns a fixed monthly fee per cardholder and/or a fixed fee per transaction that is paid by the participants.
Allpoint includes a majority of the Company’s ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, and Australia.
Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and
governmental agencies, including general purpose, payroll, and electronic benefits transfer cards. Under these programs, the issuing
organizations pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards
surcharge-free access to Allpoint’s participating ATM network.

The Company’s revenues are generally recurring in nature, and historically have been derived largely from convenience
transaction fees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid
by the cardholder’s financial institution, or card issuer for the use of the ATMs serving their customers and connectivity to the
applicable EFT network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources
79

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include: (i) fees from financial institutions that participate in Allpoint, (ii) fees for bank-branding ATMs and providing financial
institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services (including transaction
processing services) solutions 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 and ATM-related equipment
and other ancillary services.

(b) Basis of Presentation and Consolidation

The consolidated 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.

In management’s opinion, all normal recurring adjustments necessary for a fair presentation of the Company’s current and

prior period results have been made.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the
United States (“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 Annual Report on Form 10-K for the year ended
December 31, 2019 (the “2019 Form 10-K”) and the reported amounts of revenues and expenses during the reporting period.
Significant items subject to such estimates include the carrying amount of intangibles, goodwill, asset retirement obligations
(“ARO”), acquisition-related contingent consideration contingencies, and valuation allowances for receivables, inventories, and
deferred income tax assets. Additionally, the Company is required to make estimates and assumptions related to the valuation of
its derivative instruments and share-based compensation. Actual results could differ from those estimates and these differences
could be material to the consolidated financial statements.

(d) Cost of ATM Operating Revenues Presentation

The Company presents the Cost of ATM operating revenues in the accompanying Consolidated Statements of Operations

exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets.

The following table reflects the amounts excluded from the Cost of ATM operating revenues line in the accompanying

Consolidated Statements of Operations for the periods presented:

Year Ended
December 31,

2019

2018

2017

(In thousands)

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

Amortization of intangible assets

Total depreciation, accretion, and amortization of intangible assets

excluded from Cost of ATM operating revenues

97,124

92,805

49,261

52,911

90,138

57,866

146,385

145,716

148,004

(e) Restructuring Expenses

During 2019, the Company continued the corporate reorganization and cost reduction initiatives that began in 2017 to improve
the Company's cost structure and operating efficiency (the "Restructuring Plan"). During the years ended December 31, 2019,
2018, and 2017, the Company incurred $8.9 million, $6.6 million and $10.4 million, respectively, of pre-tax expenses related to
the Restructuring Plan. These restructuring activities included workforce reductions, costs incurred in conjunction with facilities
closures, professional fees and other related charges.

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The following tables reflect the amounts recorded in the Restructuring expenses line in the accompanying Consolidated

Statements of Operations for the periods presented:

North America

Europe & Africa

Corporate

Total restructuring expenses

Severance and benefits
Facilities closures

Professional fees and other costs

Total restructuring expenses

Year Ended
December 31,

2019

2018

2017

(In thousands)

1,226

3,828

3,874

8,928

3,597

1,646

1,343

6,586

3,668

2,942

3,744

10,354

Year Ended
December 31,

2019

2018

2017

(In thousands)

2,899
2,562

3,467

8,928

5,952
634

—

7,350
2,217

787

6,586

10,354

The following tables reflect the unpaid restructuring costs presented within the Accrued liabilities and Other long-term

liabilities lines in the accompanying Consolidated Balance Sheets.

Accrued liabilities

Total restructuring liabilities

Accrued liabilities

Other long-term liabilities

Total restructuring liabilities

As of December 31, 2019

North America

Europe &
Africa

Corporate

Total

336

(In thousands)

687

1,053

As of December 31, 2018

North America

Europe &
Africa

Corporate

Total

— $

—

— $

(In thousands)

373

140

513

1,018

—

1,018

1,391

140

1,531

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The changes in the Company’s restructuring liabilities consisted of the following:

Restructuring liabilities as of December 31, 2016

Restructuring expenses

Payments

Restructuring liabilities as of December 31, 2017

Restructuring expenses

Payments

Restructuring liabilities as of December 31, 2018

Restructuring expenses

Payments
Other (1)
Restructuring liabilities as of December 31, 2019

Total
Restructuring
Liabilities

(In thousands)

—

10,354
(4,971)
5,383

6,586
(10,438)
1,531

8,928
(7,442)
(1,964)
1,053

(1) Includes $0.9 million of non-cash asset write-offs and $1.1 million of accelerated lease costs classified as a reduction of
the associated operating lease assets. The remaining lease liabilities are classified within current and long-term operating
lease liabilities.

(f) 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.
Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a
liability. These balances are classified as Restricted cash in the Current assets or Noncurrent assets lines in the accompanying
Consolidated Balance Sheets based on when the Company expects this cash to be paid. Current restricted cash largely consists of
amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service
providers. No noncurrent restricted cash was held as of December 31, 2019 and 2018 and the balance of noncurrent restricted cash
as of December 31, 2017 was not material.

The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as of

December 31, 2019, 2018, and 2017, corresponding with the balances reflected on our Consolidated Statements of Cash Flows.

Cash and cash equivalents

Current and long-term restricted cash

Total cash, cash equivalents, and restricted cash in the Consolidated Statements
of Cash Flows

(g) ATM Cash Management Program

December 31,

2019

2018

2017

(In thousands)

30,115

39,940

87,354

155,470

51,370

48,447

117,469

195,410

99,817

The Company relies on arrangements with various banks to provide the cash that it uses to fill its Company-owned, and in
some cases merchant-owned and managed services ATMs. The Company refers to such cash as “vault cash”. The Company pays
a monthly fee based on the average outstanding vault cash balance, as well as fees related to the bundling and preparation of such
cash prior to it being loaded in the ATMs. At all times, beneficial ownership of the cash is retained by the vault cash providers and
the Company has no right or access to the cash except for the ATMs that are serviced by the Company’s wholly-owned armored
courier operations in the U.K. While the U.K. armored courier operations have physical access to the cash loaded in the ATMs,
beneficial ownership of that cash remains with the vault cash provider at all times. The Company’s vault cash arrangements expire
at various times through June 2023. Based on the foregoing, the ATM vault cash, and the related obligations, are not reflected in

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the consolidated financial statements. The average outstanding vault cash balance in the Company’s ATMs for the years ended
December 31, 2019 and 2018 was approximately $3.2 billion and $3.1 billion, respectively.

(h) Accounts Receivable, net of Allowance for Doubtful Accounts

Accounts 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 bank-branding
and network-branding 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 doubtful accounts represents the Company’s best
estimate of the amount of probable credit losses on the Company’s existing accounts receivable. The Company reviews its allowance
for doubtful accounts monthly and determines the allowance based on an analysis of its past due accounts. All balances over 90
days past due are reviewed individually for collectability. Account balances are charged off against the allowance after all means
of collection have been exhausted and the potential for recovery is considered remote.

(i) Inventory, net

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:

ATMs

ATM spare parts and supplies

Total inventory

Less: Inventory reserves

Inventory, net

(j) Property and Equipment, net

December 31,
2019

December 31,
2018

(In thousands)

3,330

7,673

11,003
(385)
10,618

1,990

9,572

11,562
(170)
11,392

Property and equipment are stated at cost and depreciation is calculated using the straight-line method over estimated useful
lives ranging from three to ten years. Most new ATMs are depreciated over eight years and most refurbished ATMs and installation-
related costs are depreciated over five years, all on a straight-line basis. Leasehold improvements and assets subject to capital
leases are depreciated over the useful life of the asset or the lease term, whichever is shorter. As of December 31, 2019, our capital
leases were insignificant.

Also reported in property and equipment are ATMs and the associated equipment the Company has acquired for future
installation or has temporarily removed from service and plans to re-deploy. Significant refurbishment costs that extend the useful
life of an asset, or enhance its functionality, are capitalized and depreciated over the estimated remaining life of the improved
asset. Property and equipment are reviewed for impairment at least annually and additionally whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be recoverable.

In most of the Company’s markets, maintenance services on ATMs are generally performed by third-party service providers
and are generally incurred as a fixed fee per month per ATM. In the U.K., Australia, Canada, and South Africa, maintenance
services are, to differing degrees, performed by in-house technicians as well. In all cases, maintenance costs are expensed as
incurred.

Included within property and equipment are also costs associated with internally-developed technology assets and
implementation costs associated with the Company's new ERP. The Company capitalizes certain internal and external costs
associated with developing new or enhanced products and technology that are expected to benefit multiple future periods through
enhanced revenues and/or cost savings and efficiencies. Internally developed projects are placed into service and depreciation is
commenced once available for use. These projects are generally depreciated on a straight-line basis over estimated useful lives of
three to nine years.

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Depreciation expense for the years ended December 31, 2019, 2018, and 2017 was $129.1 million, $124.3 million, and $120.2

million, respectively.

(k) Intangible Assets Other Than Goodwill

The Company’s intangible assets include merchant and bank-branding contracts/relationships acquired in connection with
business acquisitions and asset acquisitions of ATMs and ATM-related assets (i.e., the right to receive future cash flows related to
transactions occurring at these ATM locations). They also include exclusive license agreements and site acquisition costs (i.e., the
right to be the exclusive ATM provider, at specific ATM locations), trade names, technology, non-compete agreements, and deferred
financing costs relating to the Company’s revolving credit facility.

The estimated fair value of the merchant and bank-branding contracts/relationships within each acquired portfolio is determined
based on the estimated net cash flows and useful lives of the underlying merchant or bank-branding contracts/relationships,
including expected renewals. The contracts/relationships comprising each acquired portfolio are typically fairly similar in nature
with respect to the underlying contractual terms and conditions. Accordingly, the Company generally pools such acquired contracts/
relationships into a single intangible asset, by acquired portfolio, for purposes of computing the related amortization expense. The
Company amortizes such intangible assets on a straight-line basis over the estimated useful lives of the portfolios to which the
assets relate. Because the net cash flows associated with the Company’s acquired merchant and bank-branding contracts/
relationships have generally increased subsequent to the acquisition date, the use of a straight-line method of amortization effectively
results in an accelerated amortization schedule. The estimated useful life of each portfolio is determined based on the weighted
average lives of the expected cash flows associated with the underlying contracts/relationships comprising the portfolio and takes
into consideration expected renewal rates and the terms and significance of the underlying contracts/relationships themselves.
Costs incurred by the Company to renew or extend the term of an existing contract/relationship are expensed as incurred, except
for any direct payments made to the merchants, which are set up as new intangible assets (exclusive license agreements). Certain
acquired merchant and bank-branding contracts/relationships may have unique attributes, such as significant contractual terms or
value, and in such cases, the Company will separately account for these contracts/relationships in order to better assess the value
and estimated useful lives of the underlying contracts/relationships.

The Company tests its acquired merchant and bank-branding contract/relationship assets for impairment, on an individual
contract/relationship basis for the Company’s significant contracts/relationships, and on a portfolio basis for all other acquired
contracts/relationships. If, subsequent to the acquisition date, circumstances indicate that a shorter estimated useful life is warranted
for an acquired portfolio or an individual contract/relationship as a result of changes in the expected future cash flows, then the
individual contract/relationship or portfolio’s remaining estimated useful life and related amortization expense are adjusted
accordingly on a prospective basis.

Whenever events or changes in circumstances indicate that an intangible asset may be impaired, the Company evaluates the
recoverability of the intangible assets by measuring the related carrying amounts against the estimated undiscounted future cash
flows associated with the related assets or portfolio of assets. Should the sum of the expected future net cash flows be less than
the carrying values of the intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would
be calculated as the amount by which the carrying values of the ATMs and intangible assets exceeded the calculated fair value. In
2017, the Company experienced a significant market shift in Australia, which caused an impairment analysis to be performed that
resulted in a $54.5 million impairment of the customer relationship and trade name intangible assets held in the Australia & New
Zealand reporting unit.

(l) Goodwill

Included within the Company’s assets are goodwill balances that have been recognized in conjunction with its purchase
accounting for completed business combinations. Under U.S. GAAP, goodwill is not amortized but is evaluated periodically for
impairment. The Company performs this evaluation annually as of December 31, or more frequently if there are indicators that
suggest the fair value of a reporting unit may be below its carrying value. It is the Company's practice to initially assess qualitative
factors to determine whether it is necessary to perform a quantitative goodwill impairment. The qualitative and, if necessary,
quantitative evaluations are performed at a reporting unit level, which has been determined based on several factors, including (i)
whether or not the group has any recorded goodwill, (ii) the availability of discrete financial information, and (iii) how business
unit performance is measured and reported. The Company has identified seven separate reporting units for its goodwill assessments:
(i) the U.S. operations, (ii) the U.K. operations, (iii) the Australia & New Zealand operations, (iv) the Canada operations, (v) the
South African operations, (vi) the Germany operations, and (vii) the Mexico operations. There was no goodwill associated with
Spain or Ireland operations as of December 31, 2019.

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Based on a qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying
value, the Company performs a quantitative goodwill impairment analysis. The Company may also elect to bypass the qualitative
analysis and perform a quantitative evaluation. Using the simplified goodwill impairment test adopted December 31, 2019, the
Company compares the fair value of a reporting unit with its carrying amount and, if applicable, records an impairment in the
amount by which the carrying amount exceeds the fair value.

When estimating the fair value of a reporting unit in a quantitative goodwill impairment test, the Company uses a combination
of income and market approaches that incorporate both management’s views and those of the market. The Company prepares a
discounted cash flow model to estimate the fair value and corroborates the resulting values with a market approach that applies a
market multiple to normalized EBITDA, and also factors in an estimated control premium. In the event of an impairment, the
Company has historically utilized the fair value derived from a pure discounted cash flow model as the basis for a recognized
impairment loss.

For the goodwill impairment evaluation as of December 31, 2019, the Company elected to perform the optional qualitative
assessment allowed under the applicable guidance to determine if it was necessary to perform a quantitative assessment for any
reporting unit. Based on the results of the qualitative assessment, the Company determined that it was not more likely than not
that the carrying value of its U.S., U.K., Australia & New Zealand, South Africa, Germany and Mexico reporting units exceeded
their fair value. As such, the Company determined that a quantitative assessment was not necessary for these reporting units. The
Company did, however, identify impairment indicators associated with the Canada reporting unit, which required the Company
to complete a quantitative impairment assessment.

The primary indicator of impairment for the Canada reporting unit was its performance relative to the forecast referenced in
the Company's previous quantitative test, performed as of December 31, 2017. For the quantitative assessment prepared as of
December 31, 2019, the Company prepared a 5-year cash flow forecast, which incorporated assumptions on operating efficiencies
and increased resulting cash flows over time and a discount rate of 10%. Based on this estimation, the carrying value of the reporting
unit exceeded its fair value by $7.3 million. Therefore, consistent with our U.S. GAAP treatment following the early adoption of
ASU 2017-4, the Company recognized a goodwill impairment of $7.3 million, the amount by which the carrying amount of the
Canada reporting unit exceeded its fair value. This impairment is recognized in the Loss on disposal and impairment of assets line
in the accompanying Consolidated Statements of Operations together with certain unrelated disposals in the ordinary course of
business. After the impairment, the Canada reporting unit's goodwill was approximately $104 million at December 31, 2019. To
the extent that the Company is unable to achieve the operating efficiencies and improved cash flows in the future, further impairment
charges are possible.

The Company also recognized goodwill and intangible asset impairments in 2017. In 2017, responsive to impairment indicators,
the Company completed a goodwill impairment analysis for its Australia & New Zealand reporting unit concluding that the implied
fair value of the goodwill associated with this reporting unit was below its carrying value. Accordingly, the Company recorded a
goodwill impairment charge of $140.0 million. These impacts are recognized in the Loss on disposal and impairment of assets
line in the accompanying Consolidated Statements of Operations.

All of the assumptions utilized in performing qualitative and quantitative assessments of reporting unit fair value are inherently

uncertain and require significant judgment on the part of the Company.

(m) Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes, which are based
on temporary differences between the amount of taxable income and income before provision for income taxes and between the
tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and
liabilities are reported in the consolidated financial statements at current income tax rates. As changes in tax laws or rates are
enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the realizability of
deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. As the ultimate realization of deferred tax assets is dependent on the generation of future taxable income
during the periods in which those temporary differences become deductible, the Company considers the scheduled reversal of
deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In the event the
Company does not believe it is more likely than not that it will be able to utilize the related tax benefits associated with deferred
tax assets, valuation allowances will be recorded to reserve for the assets, see Note 20. Income Taxes.

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(n) Asset Retirement Obligations (“ARO”)

The Company estimates the fair value of future ARO costs associated with the costs to deinstall its ATMs, and in some cases,
restore the ATM sites to their original condition, and recognizes this amount as a liability on a pooled basis based on the estimated
deinstallation dates in the period in which it is incurred and can be reasonably estimated. The Company’s fair value estimates of
liabilities for ARO’s generally involve discounted future cash flows. The Company capitalizes the initial estimated fair value
amount of the ARO asset and depreciates the ARO over the asset’s estimated useful life. Subsequent to recognizing the initial
liability, the Company recognizes an ongoing expense for changes in such liabilities due to the passage of time (i.e., accretion
expense), which is recorded in the Depreciation and accretion expense line in the accompanying Consolidated Statements of
Operations. As the liability is not revalued on a recurring basis, it is periodically reviewed for reasonableness based on current
machine count and updated cost estimates to deinstall ATMs. Upon settlement of the liability, the Company recognizes a gain or
loss for any difference between the settlement amount and the liability recorded. For additional information related to the Company’s
AROs, see Note 12. Asset Retirement Obligations.

(o) Share-Based Compensation

The Company calculates the fair value of share-based awards to its Board of Directors (the “Board”) and employees on the
date of grant and recognizes the calculated fair value, net of estimated forfeitures, as share-based compensation expense over the
underlying requisite service periods of the related awards. For additional information related to the Company’s share-based
compensation, see Note 4. Share-Based Compensation.

(p) Derivative Financial Instruments

The Company utilizes derivative financial instruments to hedge its exposure to changing interest rates related to the Company’s
ATM cash management activities, its exposure to changing interest rates on its revolving credit facility and, on a limited basis,
the Company’s exposure to foreign currency transactions. The Company does not enter into derivative transactions for speculative
or trading purposes, although circumstances may subsequently change the designation of its derivatives to economic hedges.

The Company records derivative instruments at fair value in the accompanying Consolidated Balance Sheets. These derivatives,
which consist of interest rate swap, interest rate caps and foreign currency forward contracts, are valued using pricing models
based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while taking
into account the creditworthiness of the party that is in the liability position with respect to each trade. The majority of the Company’s
derivative instruments have been accounted for as cash flow hedges, and accordingly, changes in the fair values of such derivatives
have been reported in the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets. For
additional information related to the Company’s derivative financial instruments, see Note 16. Derivative Financial Instruments.

In connection with the issuance of the $287.5 million of 1.00% Convertible Senior Notes due December 2020 (the “Convertible
Notes”), the Company entered into separate convertible note hedge and warrant transactions with certain of the initial purchasers
to reduce the potential dilutive impact upon the conversion of the Convertible Notes. For additional information related to the
Company’s convertible note hedges and warrant transactions, see Note 11. Debt.

(q) Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale. U.S. GAAP does not require the disclosure of the fair value of
lease financing arrangements and non-financial instruments, including intangible assets such as goodwill and the Company’s
merchant and bank-branding contracts/relationships. For additional information related to the Company’s fair value evaluation of
its financial instruments, see Note 18. Fair Value Measurements.

(r) Foreign Currency Exchange Rate Translation

The Company is exposed to foreign currency exchange rate risk with respect to its international operations. The functional
currencies of these international subsidiaries are their respective local currencies. The results of operations of the Company’s
international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods
in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect
as of each balance sheet reporting date. These resulting translation adjustments have been recorded in the Accumulated other
comprehensive loss, net line in the accompanying Consolidated Balance Sheets.

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The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested in the corresponding
country of origin 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 those subsidiaries or on the foreign currency translation adjustment amounts.

(s) Advertising Costs

Advertising costs are expensed as incurred and totaled $4.2 million, $4.2 million and $5.0 million during the years ended
December 31, 2019, 2018, and 2017, respectively, and are reported in the Selling, general, and administrative expenses line in the
accompanying Consolidated Statements of Operations.

(t) Working Capital Deficit

The Company’s surcharge and interchange revenues are typically collected in cash on a daily basis or within a short period
of time subsequent to the end of each month. However, the Company typically pays its vendors on 30 day terms and is not required
to pay certain of its merchants until 20 days after the end of each calendar month. As a result, the Company will typically utilize
the excess available cash flow to reduce borrowings made under the Company’s revolving credit facility reported as long term
debt in the accompanying Consolidated Balance Sheet. Accordingly, the Company’s balance sheets will often reflect a working
capital deficit position. The Company considers such a presentation to be a normal part of its ongoing operations.

(u) Contingencies

The Company evaluates its accounting and disclosures for contingencies on a recurring basis in accordance with U.S. GAAP.
As of December 31, 2019, the Company has a material contingent liability for acquisition-related contingent consideration
associated with its purchase of Spark ATM Systems Pty Ltd. For additional information, see Note 1(v) Acquisitions and Note. 19
Commitments and Contingencies.

(v) Acquisitions

On January 6, 2017, the Company completed the acquisition of DirectCash Payments Inc. (“DCPayments”) for $658 million
Canadian Dollars (approximately $495 million U.S. dollars at the acquisition date foreign exchange rate) financed with cash-on-
hand and borrowings under the Company’s revolving credit facility. As a result of the DCPayments acquisition, the Company
significantly increased the size of its Canada, Mexico, and U.K. operations and entered into the Australia and New Zealand markets.

The DCPayments acquisition was accounted for as a business combination using the purchase method of accounting under
the provisions of ASC Topic 805, Business Combinations. In accordance with this guidance, all assets acquired and liabilities
assumed were recorded at their estimated fair values and any excess of the purchase consideration over the fair value of the
identifiable assets acquired and liabilities assumed was recognized as goodwill. In conjunction with the transaction, the Company
recognized current and other noncurrent assets of $50.4 million, property and equipment of $68.8 million, goodwill of $300.3
million, intangible assets of $182.1 million, current and other long-term liabilities of $74.0 million, ARO of $8.9 million, and a
deferred tax liability of $23.2 million.

On January 31, 2017, the Company completed the acquisition of Spark ATM Systems Pty Ltd. (“Spark”), an independent
ATM operator in South Africa. The initial purchase consideration of approximately $19.5 million was paid in cash. In addition,
the total aggregate purchase price included potential contingent consideration up to $55.5 million at the December 31, 2019 foreign
currency exchange rate. The contingent consideration payable is based upon Spark's performance relative to certain agreed-upon
earnings targets in 2019 and 2020 and is payable to the previous investors in 2020 and 2021, respectively. The recognized acquisition
date fair value of the contingent consideration was $34.8 million, at the January 31, 2017 foreign currency exchange rate, and was
determined with the assistance of an independent appraisal firm using forecasted future financial projections and other Level 3
inputs. For additional information related to the Company’s fair value estimates, see Note 18. Fair Value Measurements. In
conjunction with the transaction, the Company recognized property and equipment of $5.3 million, goodwill of $48.2 million,
intangible assets of $2.8 million, ARO of $0.4 million, and other net liabilities of $1.5 million.

In May 2019, the Company paid $9.1 million to acquire ATM processing contracts associated with approximately 62,000

ATMs.

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(2) New Accounting Pronouncements

Adoption of New Accounting Pronouncements

Goodwill Impairment. In conjunction with the annual goodwill impairment test for the year ended December 31, 2019, the
Company adopted ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
(the "Simplification"). This guidance eliminates Step 2 from the goodwill impairment test. Previously, Step 2 was performed after
first determining that the fair value of a reporting unit was less than its carrying value and it required an entity to determine the
implied fair value of a reporting unit’s goodwill using a procedure similar to a purchase price allocation, prepared in conjunction
with a business combination. Under the Simplification, an entity recognizes a goodwill impairment charge by comparing the fair
value of a reporting unit with its carrying amount and, if applicable, recording an impairment in the amount by which the carrying
amount exceeds the fair value. The adoption of this guidance did not have a material impact on the Company’s consolidated
financial statements. However, as discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies, (l)
Goodwill, the Company recognized a $7.3 million goodwill impairment upon completion of the annual goodwill impairment test
for the year ended December 31, 2019.

Lease Accounting. The Company adopted Accounting Standards Codification Topic 842, Leases (the “Lease Standard”) as
of January 1, 2019, using the modified retrospective approach and using the effective date as the date of initial application.
Consequently, financial information for dates and periods before January 1, 2019 have not been updated or recast. In addition, the
Company elected the practical expedients permitted under the transition guidance within the Lease Standard, which allowed the
Company to carry forward prior conclusions about lease identification, lease classification, and initial direct costs. In accordance
with the Company's accounting policy, the Company elected not to exclude short-term leases for any of its vehicle and equipment
leases, as the lease terms associated with the Company's operating leases are routinely longer than 12 months. In addition, the
Company elected not to separate lease and non-lease components for its ATM placement agreements that contain fixed payments
and are deemed to contain an operating lease under the Lease Standard.

The Company’s adoption of ASC 842 resulted in the recognition of operating lease assets and liabilities of approximately $85
million and $95 million, respectively, as well as the derecognition of certain prepaid and deferred lease balances upon adoption.
Upon adoption, this guidance had no impact on the Company's consolidated income from operations, net income, or cash flows.

Hedge Accounting. The Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements
to Accounting for Hedging Activities (“ASU 2017-12” or the “Hedging Standard”) as of January 1, 2019, using the modified
retrospective transition approach, which requires the Company to account for ASU 2017-12 as of the date of adoption with any
retrospective adjustments applicable to prior periods included as a cumulative-effect adjustment to Accumulated other
comprehensive loss, net and retained earnings. ASU 2017-12 amends and simplifies existing guidance in order to allow companies
to more accurately present the economic effects of risk management activities in the financial statements. Upon adoption, this
guidance had no impact on the Company's consolidated income from operations, net income, or cash flows.

Revenue from Contracts with Customers. On January 1, 2018, the Company adopted Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers, using the modified retrospective adoption method for contracts that were
not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard
as an adjustment to the opening retained earnings. The comparative information for periods ended prior to the Company's adoption
has not been restated and continues to be reported under the accounting standards in effect for those periods.

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Upon adoption, the Lease Standard and the Hedging Standard had the following impact on the Company’s Consolidated

Balance Sheets:

ASSETS
Current assets:

Cash and cash equivalents
Accounts and notes receivable, net
Inventory, net
Restricted cash
Prepaid expenses, deferred costs, and other current
assets

Total current assets

Property and equipment, net of accumulated depreciation
Intangible assets, net
Goodwill
Operating lease assets
Deferred tax asset, net
Prepaid expenses, deferred costs, and other noncurrent
assets

Total assets

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:

Current portion of other long-term liabilities
Accounts payable
Accrued liabilities

Total current liabilities

Long-term debt
Asset retirement obligations
Noncurrent operating lease liabilities
Deferred tax liability, net
Other long-term liabilities
Total liabilities

Commitments and contingencies

Shareholders' equity:
Ordinary shares
Additional paid-in capital
Accumulated other comprehensive loss, net
Retained earnings

Total parent shareholders' equity

Noncontrolling interests

Total shareholders’ equity

Total liabilities and shareholders’ equity

December 31,
2018 As
Reported

ASC Topic 842
(Leases)

ASU 2017-12
(Hedging)

December 31,
2018 As Adjusted

(In thousands)

— $
—
—
—

3,483
3,483
—
—
—
85,068
—

—
88,551

20,602
—
(447)
20,155

—
—
74,746
—
(6,350)
88,551

—
—
—
—
—
—
—
88,551

— $
—
—
—

—
—
—
—
—
—
—

39,940
75,643
11,392
155,470

87,869
370,314
460,187
150,847
749,144
85,068
8,658

—
— $

51,677
1,875,895

— $
—
—
—

—
—
—
—
—
—

—
—
366
(366)
—
—
—
— $

40,868
39,310
368,713
448,891

818,485
54,413
74,746
41,198
61,390
1,499,123

461
327,009
(66,511)
115,910
376,869
(97)
376,772
1,875,895

39,940
75,643
11,392
155,470

84,386
366,831
460,187
150,847
749,144
—
8,658

51,677
1,787,344

20,266
39,310
369,160
428,736

818,485
54,413
—
41,198
67,740
1,410,572

461
327,009
(66,877)
116,276
376,869
(97)
376,772
1,787,344

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Accounting Pronouncements Issued But Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of
Credit Losses on Financial Statements and subsequently issued the following amendments: ASU 2018-19 Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, ASU 2019-04 Codification Improvements to Topic 326,
Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, ASU
2019-05 Financial Instruments-Credit Losses and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments
- Credit Losses” (collectively, the “Credit Loss Guidance”). The Credit Loss Guidance changes the impairment model for most
financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model,
entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the
amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial
asset. This pronouncement is effective for fiscal years, and for interim periods, beginning after December 15, 2019 and the
Company's plans to adopt this guidance effective January 1, 2020. The Company is working to complete its adoption of this
guidance in the three month period ended March 31, 2020 and is still evaluating the impact on the Company’s consolidated financial
statements.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework (Topic 820): Changes to the Disclosure
Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This guidance
is effective for fiscal years beginning after December 15, 2019. The Company plans to adopt this guidance effective January 1,
2020. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software
(Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service
Contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a
service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software
(and hosting arrangements that include an internal use software license). This guidance is effective for fiscal years beginning after
December 15, 2019. The Company plans to adopt this guidance effective January 1, 2020. The adoption of 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. This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740
related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the
recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for
franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the
tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income
tax. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption,
the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied
on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year
of adoption. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. 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 revenue of the Company’s reportable segments disaggregated by financial statement line and

component:

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Year Ended December 31, 2019

North America

Europe &
Africa

(In thousands)

Australia &
New Zealand

Eliminations

Consolidated

Surcharge revenues

Interchange revenues

349,346

164,606

79,880

138,557

213,106

4,558

— $

—

593,832

356,221

Bank-branding and surcharge-free network
revenues

Managed services and processing revenues

Total ATM operating revenues

201,210

114,842

803,955

958

9,421

388,091

—

15,114

99,552

—
(10,492)
(10,492)

202,168

128,885

1,281,106

ATM product sales and other revenues

59,559

8,229

511

Total revenues

863,514

396,320

100,063

—

68,299
(10,492) $ 1,349,405

Year Ended December 31, 2018

North America

Europe & Africa

(In thousands)

Australia &
New Zealand

Eliminations

Consolidated

Surcharge revenues

Interchange revenues

Bank-branding and surcharge-free
network revenues

Managed services and processing
revenues

Total ATM operating revenues

359,154

120,906

90,110

— $

143,803

269,064

5,451

—

570,170

418,318

179,760

104,797

787,514

—

10,421

400,391

21,577

117,138

(12,113)
(12,113)

124,682

1,292,930

ATM product sales and other revenues

42,665

9,379

269

Total revenues

830,179

409,770

117,407

—
(12,113) $

52,313

1,345,243

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

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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.

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Contract Balances

As of December 31, 2019, the Company has recognized no significant contract assets apart from accounts receivables that
relate to completed performance obligations. Contract liabilities totaled $9.0 million and $8.4 million at December 31, 2019 and
December 31, 2018, respectively. These amounts represent deferred revenues for advance consideration received largely in relation
to bank-branding and surcharge-free network arrangements. The revenue recognized during the year ended December 31, 2019
on previously recognized deferred revenues was not material. The Company expects to recognize the revenue associated with its
contract liabilities ratably over various periods extending over the next 36 months. During the year ended December 31, 2019,
the Company did not recognize any significant impairment losses related to its accounts receivable or contract assets. For additional
information related to the allowance for doubtful accounts, see Note 1. General and Basis of Presentation - (h) Accounts Receivable,
net of Allowance for Doubtful Accounts.

Contract Cost

Upon adoption of the new revenue standard on January 1, 2019, the Company recognized deferred sales commissions of $7.9
million, and as of December 31, 2019, the deferred sales commissions totaled $7.5 million. The Company expects that the
incremental commissions paid in advance to sales personnel, together with other associated costs, are recoverable, and therefore,
the Company capitalizes these amounts as deferred contract acquisition costs. Sales commissions capitalized are generally
amortized over a 4 - 5 year period corresponding with the related placement agreements. Similarly, and consistent with past
practice, the costs incurred to fulfill a contract, largely 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.

Practical Expedients and Other Disclosures

In order to adopt and subsequently apply the new revenue standard, the Company utilized various practical expedients. The
Company elected not to re-examine contracts modified prior to its adoption using the modified retrospective adoption method and
elected to utilize a portfolio approach to assess and apply the impact of the new revenue standard. Furthermore, the Company has
elected not to disclose information about remaining performance obligations that have original expected durations of one year or
less. Similarly, the Company does not defer the costs of obtaining a contract if the associated contract is one year or less.

The Company’s bank-branding, surcharge-free network, and managed services arrangements result in the Company providing
a series of distinct services that have the same pattern of transfer to the customer. As a result, these arrangements create singular
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 entity’s performance completed to date. In conjunction with these arrangements,
the Company recognizes revenue in the amount 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.

(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 grant.

The following table reflects the total share-based compensation expense amounts reported in the accompanying Consolidated

Statements of Operations:

Cost of ATM operating revenues

Selling, general, and administrative expenses

Total share-based compensation expense

Year Ended
December 31,

2019

2018

2017

(In thousands)

1,488

19,474

20,962

788

14,872

15,660

543

13,852

14,395

Total share-based compensation expense increased by $5.3 million during the year ended December 31, 2019 compared to
the prior year due to the amount, timing and terms of share-based payment awards granted during the periods and also the recognition
of comparatively higher estimated payouts for the performance-based awards granted in 2018. Total share-based compensation

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expense in 2017 was somewhat lower due to a higher level of forfeitures during that period as a result of the Company’s Restructuring
Plan and the associated employee terminations. The employee terminations resulted in the net reversal of $1.5 million in share-
based compensation expense during 2017.

Share-based compensation plans. The Company currently has two long-term incentive plans - the Fourth Amended and
Restated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and the 2001 Stock Incentive Plan (“2001 Plan”). The purpose
of each of these plans is to provide members of the Board and employees of the Company additional incentive and reward
opportunities designed to enhance the profitable growth of the Company. Equity grants awarded under these plans generally vest
in various increments up to four years based on continued employment. The Company handles stock option exercises and other
share grants through the issuance of new common shares. All grants during the periods above were made under the 2007 Plan.

2007 Plan. The 2007 Plan provides for the granting of incentive stock options intended to qualify under Section 422 of the
Internal Revenue Code, options that do not constitute incentive stock options, Restricted Stock Awards (“RSAs”), phantom share
awards, Restricted Stock Units (“RSUs”), bonus share awards, performance awards, and annual incentive awards. The number of
common shares that may be issued under the 2007 Plan may not exceed 9,679,393 shares. The shares issued under the 2007 Plan
are subject to further adjustment to reflect share dividends, share splits, recapitalizations, and similar changes in the Company’s
capital structure. As of December 31, 2019, 796,680 options and 7,423,974 shares of RSAs and RSUs, net of cancellations, had
been granted under the 2007 Plan and options to purchase 301,875 common shares have been exercised.

2001 Plan. No awards were granted in 2019, 2018, and 2017 under the Company’s 2001 Plan. As of December 31, 2019,
options to purchase an aggregate of 6,438,172 common shares, net of cancellations, had been granted pursuant to the 2001 Plan,
all of which the Company considered as non-qualified stock options, and 6,306,821 of these options had been exercised.

Restricted Stock Units. The Company grants RSUs under its Long-Term Incentive Plan (“LTIP”), which is an annual equity
award program under the 2007 Plan. The ultimate number of RSUs that are available to be earned under the LTIP are approved
by the Compensation Committee of the Company’s Board of Directors on an annual basis based on the Company’s achievement
of certain performance levels during the associated performance period. The majority of these grants have both a service-based
and a performance-based vesting schedule, dependent on Company financial results (“Performance-RSUs”), and for these the
Company recognizes the related compensation expense based on the estimated performance levels that management believes will
ultimately be met over the related vesting schedule. In addition, a portion of the awards have only a service-based vesting schedule
(“Time-RSUs”) and the associated expense is recognized ratably over the related vesting schedule, which can be up to four years.
Finally, a portion of the awards have both a service-based and a market-based vesting schedule (“Market-Based-RSUs”). For these
grants, the Company recognizes the estimated grant date fair value over the performance period (typically a 36-month period).
Performance-RSUs, Time-RSUs, and Market-Based RSUs are convertible into the Company’s common shares after the passage
of the vesting periods. Performance-RSUs and Market-Based RSUs will be earned to the extent the Company achieves the associated
performance-based or market-based vesting conditions. Although these 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) using a graded vesting methodology. RSUs are also granted outside of
LTIPs, with or without performance-based or market-based vesting conditions.

The number of the Company’s non-vested RSUs as of December 31 2019, 2018, and 2017 and the changes during these years

are presented below:

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Non-vested RSUs as of January 1, 2017

Granted

Vested

Forfeited

Non-vested RSUs as of December 31, 2017

Granted

Vested

Forfeited

Non-vested RSUs as of December 31, 2018

Granted

Vested

Forfeited

Non-vested RSUs as of December 31, 2019

Number of Shares

Weighted Average Grant
Date Fair Value

971,751

723,654
(532,815)
(156,581)
1,006,009

723,045
(657,814)
(160,075)
911,165

268,360
(397,451)
(39,722)
742,352

37.08

37.80

36.57

37.01

37.88

26.96

38.67

37.34

28.74

32.29

29.60

31.13

29.44

The above table only includes earned RSUs; therefore, the Performance-RSUs and Market-Based RSUs granted in 2018 and
2019 but not yet earned are not included. The number of Performance-RSUs granted at target in 2019, net of actual forfeitures,
was 118,367 units with a grant date fair value of $33.75 per unit. The number of Market-Based RSUs granted in 2019, net of actual
forfeitures, was 118,285 units with a grant date fair value of $49.21 per unit. The number of Performance-RSUs granted at target
in 2018, net of actual forfeitures, was 304,114 units with a grant date fair value of $22.84 per unit. The number of Market-Based
RSUs granted in 2018, net of actual forfeitures, was 134,989 units with a grant date fair value of $24.13 per unit. Time-RSUs are
included as granted. The weighted average grant date fair value of the RSUs granted was $32.29, $26.96, and $37.80 for the years
ended December 31, 2019, 2018, and 2017, respectively. The total fair value of RSUs that vested during the years ended
December 31, 2019, 2018, and 2017 was $12.7 million, $16.7 million, and $26.0 million, respectively. Compensation expense
associated with RSUs totaled $19.5 million, $15.1 million, and $14.5 million for the years ended December 31, 2019, 2018, and
2017, respectively. As of December 31, 2019, the unrecognized compensation expense associated with earned RSUs was $9.3
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 1.7 years.

Options. The number of the Company’s outstanding stock options as of December 31, 2019, 2018 and 2017 and the changes

during these years are presented below:

Number of Shares

Weighted Average
Exercise Price

Aggregate
Intrinsic Value
(in thousands)

Weighted Average
Remaining Contractual
Term

Options outstanding as of January 1, 2018

1,250

Granted

Exercised

Options outstanding as of December 31, 2018

Granted

Exercised

234,959
(1,250)
234,959

145,221

—

9.69

22.31

9.69

22.31

867

9.25

years

31.99

—

Options outstanding as of December 31, 2019

380,180

26.01

7,087

8.60

years

Options vested and exercisable as of
December 31, 2019

78,326

22.31

—

— years

During the year ended December 31, 2019, no options were exercised. During the years ended December 31, 2017, the total
intrinsic value of options exercised, estimated tax benefits to the Company of the options exercised, and the cash received by the
Company as a result of the option exercised were all immaterial.

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Fair value assumptions. The Company utilizes the Black-Scholes option-pricing model to value options, which requires the
input of certain subjective assumptions, including the expected life of the options, expected volatility of the Company's common
equity, expected dividend rate, a risk-free interest rate, and an estimated forfeiture rate. These assumptions are based on
management’s best estimate at the time of grant. No options were granted in 2017. The value assumptions for the option awards
granted in the years ended December 31, 2019 and 2018 are presented below:

Valuation assumptions:

Expected option term (in years)

Expected stock price volatility

Expected dividend yield

Risk-free interest rate

(5) Earnings (Loss) per Share

Options
Granted in
2019

Options
Granted in
2018

6.0

39.87%

33.02%

—%

2.46%

—%

2.62%

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 years ended December 31, 2019, 2018, and 2017 included all outstanding stock options,
RSAs, and RSUs, which were included in the calculation of diluted earnings per share for these periods. The potentially dilutive
effect of outstanding warrants and the underlying shares exercisable under the Company’s Convertible Notes were excluded from
diluted shares outstanding as the exercise price exceeded the average market price of the Company’s common shares. The effect
of the note hedge, described in Note. 11. Debt, was also excluded as the effect is anti-dilutive.

Additionally, the restricted shares issued under RSAs have a non-forfeitable right to cash dividends, if and when declared by
the Company. Accordingly, restricted shares issued under RSAs are considered to be participating securities. For the years ended
December 31, 2019 and 2018, there were no unvested RSAs. For the year ended December 31, 2017, the Company did not allocate
the undistributed loss among the vested restricted shares as they did not carry an obligation to share in the loss.

The allocated details are as follows:

Net income (loss) per share (in thousands excluding share and per share amounts)

Year Ended December 31,

2019

2018

2017

Net income (loss) available to common shareholders
Weighted average common basic shares outstanding (for
basic calculation)

Dilutive effect of outstanding common stock options and
RSUs

Weighted average common dilutive shares outstanding (for
diluted calculation)

48,274

3,676

(145,350)

45,514,703

45,988,775

45,619,679

500,631

447,664

—

46,015,334

46,436,439

45,619,679

Net income (loss) per common share - basic

Net income (loss) per common share - diluted

1.06

1.05

0.08

(3.19)
(3.19)

The computations of diluted earnings per share for the years ended December 31, 2019 and 2018 exclude approximately 0.1
million and 0.3 million, respectively, potentially dilutive common shares because the effect of including these shares in the
computation would have been antidilutive. In addition, the computation of diluted earnings per share for the year ended December
31, 2019 excludes approximately 0.2 million weighted average dilutive shares that are contingently issuable, consisting of market-
based and performance based awards for which all necessary conditions had not been satisfied.

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(6) Related Party Transactions

Board members. Jorge Diaz, a member of the Board, retired from his position as the Division President and Chief Executive
Officer of Fiserv Output Solutions, a division of Fiserv during September 2018. During the years ended December 31, 2018 and
2017, Fiserv provided the Company with third-party services during the normal course of business, including transaction processing,
network hosting, network sponsorship, and cash management. The amounts paid to Fiserv in each of these years were immaterial
to the Company’s financial statements.

G. Patrick Philips, a member of the Board, is a member of the Board of Directors for USAA Federal Savings Bank (“USAA
FSB”). During the years ended December 31, 2019, 2018, and 2017, the Company provided bank-branding and Allpoint services
to USAA on terms that are generally consistent with its other customers for similar services.

(7) Property and Equipment, net

The Company’s property and equipment consisted of the following:

ATM equipment and related costs
Technology assets
Facilities, equipment, and other
Total property and equipment
Less: Accumulated depreciation
Property and equipment, net

December 31,
2019

December 31,
2018

(In thousands)

688,424
176,869
121,917
987,210
(525,933)
461,277

609,070
164,080
104,188
877,338
(417,151)
460,187

As discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (j) Property and Equipment,
net, the property and equipment balances include assets available for deployment and deployments in process of $29.3 million
and $29.8 million as of December 31, 2019 and 2018, respectively.

(8) Intangible Assets

Goodwill

The following tables present the net carrying amount of the Company’s intangible assets with indefinite lives as of
December 31, 2019 and 2018, as well as the changes in the net carrying amounts for the years ended December 31, 2019 and 2018
by segment:

Goodwill, gross as of December 31, 2018

556,570

Accumulated impairment loss

Goodwill, net as of December 31, 2018

—

556,570

(In thousands)

231,121
(50,003)
181,118

151,494
(140,038)
11,456

939,185
(190,041)
749,144

North America

Europe &
Africa

Australia &
New Zealand

Total

Foreign currency translation adjustments

4,943

5,871

(63)

10,751

Goodwill, gross as of December 31, 2019

Accumulated impairment loss

Goodwill, net as of December 31, 2019

561,513
(7,303)
554,210

236,992
(50,003)
186,989

151,431
(140,038)
11,393

949,936
(197,344)
752,592

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Intangible Assets with Definite Lives

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

December 31, 2019

December 31, 2018

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

(In thousands)

Merchant and bank-branding
contracts/relationships

Trade names

Technology

Non-compete agreements

Revolving credit facility
deferred financing costs

Total intangible assets with
definite lives

489,363

(388,598) $

100,765

476,429

18,391

12,389

4,408

(12,792)

(7,952)

(4,408)

5,256

(2,132)

5,599

4,437

—

3,124

18,010

10,963

4,247

(340,899) $
(9,804)
(6,490)
(4,244)

4,170

(1,535)

135,530

8,206

4,473

2,635

529,807

(415,882) $

113,925

513,819

(362,972) $

150,847

During the year ended December 31, 2019, the Company paid $9.1 million to acquire ATM processing contracts associated

with approximately 62,000 ATMs. These intangible assets were recognized as customer/merchant contracts and are being
amortized over a 5 year period.

The majority of the Company’s intangible assets with definite lives are being amortized over the assets’ estimated useful lives
utilizing the straight-line method. Estimated useful lives range from four to ten years for merchant and bank-branding contracts/
relationships, two to ten years for exclusive license agreements, one to fifteen years for definite-lived trade names, three years for
acquired technology, and one to five years for non-compete agreements. Deferred financing costs relating to the revolving credit
facility are amortized through interest expense over the contractual term of the revolving credit facility utilizing the effective
interest method. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into
consideration any events or circumstances that might result in a reduction in fair value or a revision of those estimated useful lives.

Amortization of definite-lived intangible assets is recorded in the Amortization of intangible assets line in the accompanying
Consolidated Statements of Operations, except for deferred financing costs related to the revolving credit facility and certain
exclusive license agreements. Amortization of the revolving credit facility deferred financing costs is combined with the
amortization of note discount related to other debt instruments and is recorded in the Amortization of deferred financing costs and
note discount line in the accompanying Consolidated Statements of Operations. Certain exclusive license agreements that were
effectively prepayments of merchant fees are amortized through the Cost of ATM operating revenues line in the accompanying
Consolidated Statements of Operations during the years ended December 31, 2019, 2018, and 2017 and totaled $10.6 million,
$11.7 million, and $10.0 million, respectively.

Estimated amortization for the Company’s intangible assets with definite lives as of December 31, 2019, for each of the next

five years and thereafter, is as follows (in thousands):

2020

2021

2022

2023

2024

Thereafter
Total

35,069

25,131

19,102

16,490

14,482

3,651
113,925

(9) Prepaid Expenses, Deferred Costs, and Other Assets

The Company’s prepaid expenses, deferred costs, and other assets consisted of the following:

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Current portion of prepaid expenses, deferred costs, and other current assets
Prepaid expenses
Interest rate swap and cap contracts
Deferred costs and other current assets

Total

Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets
Prepaid expenses
Interest rate swap and cap contracts
Deferred costs and other noncurrent assets

Total

(10) Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

Accrued merchant settlement

Accrued taxes

Accrued merchant fees

Accrued compensation

Accrued processing costs

Accrued cash management fees

Accrued armored

Accrued maintenance

Accrued purchases

Accrued interest

Accrued telecommunications costs

Other accrued expenses

Total accrued liabilities

(11) Long-Term Debt

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

December 31,
2019

December 31,
2018

(In thousands)

36,207
1,872
46,560
84,639

21,206
8,766
7,964
37,936

39,945
4,489
39,952
84,386

27,046
15,316
9,315
51,677

December 31,
2019

December 31,
2018

(In thousands)

154,181

198,512

36,067

33,037

23,676

12,159

9,291

8,307

6,463

7,138

3,775

1,664

39,004

334,762

32,899

33,551

26,147

7,365

8,882

7,984

3,911

6,654

3,343

2,187

37,725

369,160

December 31,
2019

December 31,
2018

(In thousands)

Revolving credit facility, including swingline credit facility (weighted average combined

interest rate of 2.3% and 2.8% as of December 31, 2019 and December 31, 2018,
respectively)

1.00% Convertible Senior Notes due December 2020, net of unamortized discount and

capitalized debt issuance costs

5.50% Senior Notes due May 2025, net of capitalized debt issuance costs

Total long-term debt

167,227

259,081

275,703

296,545

739,475

263,507

295,897

818,485

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The Convertible Notes with a face value of $287.5 million are presented net of unamortized discount and capitalized debt
issuance costs of $11.8 million and $24.0 million as of December 31, 2019 and December 31, 2018, respectively. The 5.50%
Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 million are presented net of capitalized debt issuance costs
of $3.5 million and $4.1 million as of December 31, 2019 and December 31, 2018, respectively.

Revolving Credit Facility

On September 19, 2019, the Company, entered into a first amendment to its second amended and restated credit agreement
(the “First Amendment”, or as amended, the “Credit Agreement”). The First Amendment increased the revolving commitments
to an aggregate principal amount equal to $750 million from $600 million, with borrowings to be used for general corporate
purposes. The First Amendment also extended the maturity date from November 19, 2023 to September 19, 2024 and amended
the accordion feature allowing the Company to (a) increase the available borrowings under the credit facility to $850 million and
(b) incur incremental term loans under the facility. Any term loans will rank equal in right of payment with revolving loans under
the credit facility and will not mature earlier than the revolving loans.

The total commitments under the credit facility can be borrowed in U.S. dollars, alternative currencies (including Euros, U.K.
pounds sterling, Canadian dollars, Australian dollars and South African rand), or a combination thereof. Borrowings (not including
swingline loans) accrue interest, at the Company’s option and based on the type of currency borrowed, at the Alternate Base Rate,
the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the
Johannesburg Interbank Agreed Rate (each, as defined in the Credit Agreement) plus a margin depending on the Company’s most
recent Total Net Leverage Ratio (as defined in the Credit Agreement). The margin for Alternative Base Rate loans and Canadian
Prime Rate loans varies between 0.0% and 0.75%, and the margin for Adjusted LIBO Rate loans, Canadian Dealer Offered Rate
loans, Bank Bill Swap Reference Rate loans and Johannesburg Interbank Agreed Rate Loans varies between 1.00% and 1.75%.
Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above, swingline
loans denominated in Canadian dollars bear interest at the Canadian Prime Rate plus a margin as described above and swingline
loans denominated in other alternative currencies bear interest at the Overnight Foreign Currency Rate (as defined in the Credit
Agreement) plus the applicable margin for the Adjusted LIBO Rate, the Bank Bill Swap Reference Rate or the Johannesburg
Interbank Agreed Rate, as applicable.

Each of the Credit Facility Guarantors (as defined in the Credit Agreement) have 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. In addition, the obligations of the CFC Borrowers (as defined in the Credit
Agreement) are guaranteed by the CFC Guarantors and secured by substantially all of the assets of the CFC Guarantors (as defined
in the Credit Agreement).

The 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) certain covenants relating to, among other things, the
sale or transfer of assets, fundamental changes, incurrence or guarantee of indebtedness, liens, investments, hedging transactions
with affiliates and sale and leaseback transactions. Financial covenants in the Credit Agreement require the Company to maintain:
(i) as of the last day of any fiscal quarter, a Total Net Leverage Ratio (as defined in the Credit Agreement) of no more than 4.25
to 1.00 and (ii) as of the last day of any fiscal quarter, an Interest Coverage Ratio (as defined in the Credit Agreement) of no less
than 3.00 to 1.00. Additionally, the Company is limited on the amount of restricted payments; however, the Company may generally
make restricted payments so long as no event of default exists at the time of such payment and the Total Net Leverage Ratio is
less than 3.75 to 1.00 at the time such restricted payment is made.

As of December 31, 2019, the Company had $167.2 million of outstanding borrowings under its $750.0 million revolving
credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. The Company also had
$10.7 million outstanding in letters of credit. The weighted average interest rates on the Company’s outstanding borrowings under
the revolving credit facility were 2.3% and 2.8%, as of December 31, 2019 and December 31, 2018, respectively.

$287.5 million 1.00% Convertible Senior Notes Due December 2020 and Related Equity Instruments

On November 19, 2013, Cardtronics Inc. ("Cardtronics Delaware") issued the Convertible Notes at par value. Cardtronics
Delaware received $254.2 million in net proceeds from the offering after deducting underwriting fees paid to the initial purchasers
and a repurchase of 665,994 of its outstanding common shares concurrent with the offering. Cardtronics Delaware used a portion
of the net proceeds from the offering to fund the net cost of the convertible note hedge transaction, as described below. The
convertible note hedge and warrant transactions were entered into concurrent with the pricing of the Convertible Notes. Interest
on the Convertible Notes is payable semi-annually in cash in arrears on June 1st and December 1st of each year. Under U.S. GAAP,
100

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certain convertible debt instruments that may be settled in cash (or other assets) upon conversion are required to be separately
accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s
non-convertible debt borrowing rate. The Company, with assistance from a valuation professional, determined that the fair value
of the debt component was $215.8 million and the fair value of the embedded option was $71.7 million as of the issuance date.
The Company recognizes effective interest expense on the debt component and that interest expense effectively accretes the debt
component to the total principal amount due at maturity of $287.5 million. The effective rate of interest to accrete the debt balance
is approximately 5.26%, which corresponded to the Company’s estimated conventional debt instrument borrowing rate at the date
of issuance.

On July 1, 2016, Cardtronics plc, Cardtronics Delaware, and Wells Fargo Bank, National Association, as trustee, entered into
a supplemental indenture (the “Convertible Notes Supplemental Indenture”) with respect to the Convertible Notes. The Convertible
Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee by Cardtronics plc of the prompt payment,
when due, of any amount owed to the holders of the Convertible Notes. The Convertible Notes Supplemental Indenture also
provides that, from and after July 1, 2016, the Convertible Notes will be convertible into shares of Cardtronics plc in lieu of
common share of Cardtronics Delaware.

The Convertible Notes have a conversion price of $52.35 per share, which equals a conversion rate of 19.1022 shares per
$1,000 principal amount of Convertible Notes, for a total of approximately 5.5 million shares underlying the debt. The conversion
rate, however, is subject to adjustment under certain circumstances. Conversion can occur: (i) any time on or after September 1,
2020, (ii) after March 31, 2014, during any calendar quarter that follows a calendar quarter in which the price of the shares exceeds
135% of the conversion price for at least 20 days during the 30 consecutive trading-day period ending on the last trading day of
the quarter, (iii) during the ten consecutive trading-day period following any five consecutive trading-day period in which the
trading price of the Convertible Notes is less than 98% of the closing price of the shares multiplied by the applicable conversion
rate on each such trading day, (iv) upon specified distributions to Cardtronics plc’s shareholders upon recapitalizations,
reclassifications, or changes in shares, and (v) upon a make-whole fundamental change. A fundamental change is defined as any
one of the following: (i) any person or group that acquires 50% or more of the total voting power of all classes of common equity
that is entitled to vote generally in the election of Cardtronics plc’s directors, (ii) Cardtronics plc engages in any recapitalization,
reclassification, or changes of common shares as a result of which the shares would be converted into or exchanged for, shares,
other securities, other assets, or property, (iii) Cardtronics plc engages in any share exchange, consolidation, or merger where the
shares converted into cash, securities, or other property, (iv) the Company engages in certain sales, leases, or other transfers of all
or substantially all of the consolidated assets, or (v) Cardtronics plc’s shares are not listed for trading on any U.S. national securities
exchange.

None of the Convertible Notes were deemed convertible as of December 31, 2019. Although the Convertible Notes are due
within one year, it is currently the Company's intent to utilize the available capacity under the Credit Agreement to fund the
December 2020 repayment of the Convertible Notes. Therefore, in accordance with U.S. GAAP, since the Credit Agreement is
classified in the Long-term debt line in the accompanying Consolidated Balance Sheet, the Convertible Notes will remain classified
in the Long-term debt line in the accompanying Consolidated Balance Sheets at December 31, 2019.

Upon conversion, holders of the Convertible Notes are entitled to receive cash, shares, or a combination of cash and shares,
at the Company’s election. 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 Delaware to purchase all or a portion of their Convertible Notes for 100% of the
notes’ par value plus any accrued and unpaid interest.

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

Cash interest per contractual coupon rate
Amortization of note discount
Amortization of debt issuance costs

Total interest expense related to Convertible Notes

Year Ended
December 31,

2019

2018

2017

2,875
11,341
855
15,071

(In thousands)
2,875
$
10,762
772
14,409

2,875
10,210
695
13,780

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

101

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Principal balance

Unamortized discount and capitalized debt issuance costs

Net carrying amount of Convertible Notes

December 31,
2019

December 31,
2018

(In thousands)

287,500
(11,797)
275,703

287,500
(23,993)
263,507

In connection with the issuance of the Convertible Notes, Cardtronics Delaware 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. Pursuant to the convertible note hedge, Cardtronics Delaware purchased call options granting
Cardtronics Delaware the right to acquire up to approximately 5.5 million common shares with an initial strike price of $52.35.
The call options automatically become exercisable upon conversion of the Convertible Notes, and will terminate on the second
scheduled trading day immediately preceding December 1, 2020. Cardtronics Delaware also sold to the initial purchasers warrants
to acquire up to approximately 5.5 million common shares with a strike price of $73.29. The warrants will expire incrementally
on a series of expiration dates subsequent to the maturity date of the Convertible Notes through August 30, 2021. If the conversion
price of the Convertible Notes remains between the strike prices of the call options and warrants, Cardtronics plc’s shareholders
will not experience any economic 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 issue additional shares or settle the equivalent value in cash to the warrant holders. The
amounts allocated to both the note hedge and warrants were recorded in the Shareholders’ equity section in the accompanying
Consolidated Balance Sheets.

$300.0 million 5.50% Senior Notes Due May 2025

On April 4, 2017, in a private placement offering, Cardtronics Delaware 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 from April 4, 2017, the date of issuance, at the rate of 5.50% per annum. Interest on the
2025 Notes is payable semi-annually in cash in arrears on May 1st and November 1st of each year, commencing on
November 1, 2017.

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. The 2025
Notes are structurally subordinated to all liabilities of any of Cardtronics plc’s subsidiaries (excluding the 2025 Notes Issuers) that
do not guarantee the 2025 Notes.

The 2025 Notes contain covenants that, among other things, limit the 2025 Notes Issuers’ ability and the ability of Cardtronics
plc and certain of its restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments, or pay dividends
or distributions on Cardtronics plc’s common shares or repurchase common shares or make certain other restricted payments,
consolidate or merge with or into other companies, conduct asset sales, restrict dividends or other payments by restricted
subsidiaries, engage in transactions with affiliates or related persons, and create liens.

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 Credit Agreement). There are no significant restrictions on the
ability of Cardtronics plc to obtain funds from Cardtronics Delaware, 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.

2018 Redemption

On December 19, 2018, the Company used borrowings under its revolving credit facility to redeem the aggregate principal
of its, then outstanding, $250.0 million 5.125% Senior Notes Due 2022. In connection with the early extinguishment of the 2022
Notes, the Company recorded a $1.4 million pre-tax charge during the year ended December 31, 2018 to write off the associated
unamortized deferred financing costs. This write-off is reflected in the Amortization of deferred financing costs and note discount
line in the accompanying Consolidated Statement of Operations. Additionally, the Company recorded a $6.4 million pre-tax charge
related to the premium paid at redemption, which is included in the Redemption costs for early extinguishment of debt line in the
accompanying Consolidated Statements of Operations.

Debt Maturities

Aggregate maturities of the principal amounts of the Company’s long-term debt as of December 31, 2019, for each of the

next five years, and thereafter is as follows (in thousands):

2020

2021

2022

2023

2024

Thereafter

Total

287,500

—

167,227

300,000

754,727

(12) Asset Retirement Obligations

Asset retirement obligations (“ARO”) consist primarily of costs to deinstall the Company’s ATMs and, in some cases, restore
the ATM sites to their original condition, which are estimated based on current market rates. In most cases, the Company is
contractually required to perform this deinstallation of its owned ATMs and in some cases, site restoration work. For each group
of similar ATM types, the Company has recognized the estimated fair value of the ARO as a liability in the accompanying
Consolidated Balance Sheets and capitalized that cost as part of the cost basis of the related asset. The related assets are depreciated
on a straight-line basis over the asset’s estimated useful life, which is the estimated average time period that an ATM is installed
in a location before being deinstalled, and the related liabilities are accreted to their full value over the same period of time.

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

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Beginning balance asset retirement obligations

Additional obligations

Accretion expense

Change in estimates

Payments

Foreign currency translation adjustments

Ending balance asset retirement obligations

Less: current portion of asset retirement obligations

December 31,
2019

December 31,
2018

(In thousands)

61,223

3,721

1,540

—
(6,041)
752

61,195

5,701

69,757

9,914

1,861

462
(16,694)
(4,077)
61,223

6,810

54,413

Ending balance asset retirement obligations, excluding current portion

55,494

For additional information related to the Company’s AROs with respect to its fair value measurements, see Note 18. Fair

Value Measurements.

(13) Other Liabilities

The Company’s Other liabilities consisted of the following:

Current portion of other long-term liabilities

Operating lease liabilities

Interest rate swap and cap contracts

Asset retirement obligations

Acquisition related contingent consideration

Deferred revenue

Other

Total current portion of other long-term liabilities

Noncurrent portion of other long-term liabilities

Acquisition related contingent consideration

Interest rate swap and cap contracts

Deferred revenue

Other

Total noncurrent portion of other long-term liabilities

December 31,
2019

December 31,
2018

(In thousands)

20,345

15,565

5,701

4,963

3,386

3,184

—

396

6,810

—

4,109

8,951

53,144

20,266

11,888

9,723

5,589

10,670

37,870

38,266

2,894

4,319

22,261

67,740

As of December 31, 2019 and 2018, the Acquisition-related contingent consideration line consisted of the estimated fair value

of the contingent consideration associated with the Spark acquisition. For additional information see Note 1(v). Acquisitions.

(14) Shareholders’ Equity

Share Repurchases. On March 26, 2019, the Company announced that its Board had authorized a share repurchase program,
enabling the repurchase of up to $50 million of its Class A ordinary shares through August 31, 2020. In addition, on November
21, 2019, the Company announced that its Board had authorized the repurchase of an additional $50 million of its Class A ordinary
shares through December 31, 2020. Share repurchases under the authorized plans could be effected on behalf of the Company
through open market transactions, privately negotiated transactions, or otherwise, pursuant to SEC trading rules.

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From May through September 2019, the Company repurchased an accumulated total of 1,732,392 outstanding Class A
ordinary shares at a weighted average price of $28.86 per share, for an aggregate purchase price of approximately $50 million,
exhausting the March 2019 authorization. The Company did not utilize the second authorization to repurchase shares in the three
months ended December 31, 2019. The amounts presented for share repurchases on the Consolidated Statements of Shareholders'
Equity include the applicable stamp taxes payable in the U.K. of $0.3 million.

Common shares. The Company had 44,676,132 and 46,134,381 shares outstanding as of December 31, 2019 and 2018,

respectively.

Additional paid-in capital. Included in the balance of Additional paid-in capital are amounts related to the Convertible Notes
issued in November 2013 and the related equity instruments. These amounts include: (i) the estimated fair value of the embedded
option of the Convertible Notes of $71.7 million at the time of issuance, (ii) the amount paid to purchase the associated convertible
note hedges of $72.6 million, (iii) the amount received for selling associated warrants of $40.5 million, and (iv) $1.6 million in
debt issuance costs allocated to the equity component of the convertible note. For additional information related to the Convertible
Notes and the related equity instruments, see Note 11. Long-Term Debt.

Accumulated other comprehensive loss, net. Accumulated other comprehensive loss, net, is a separate component of
Shareholders’ equity in the accompanying Consolidated Balance Sheets. The following table presents the changes in the balances
of each component of Accumulated other comprehensive loss, net for the years ended December 31, 2019, 2018, and 2017:

Foreign
Currency
Translation
Adjustments

Unrealized
(Losses) Gains
on Interest
Rate Swap and
Foreign
Currency
Forward
Contracts

(In thousands)

Total

Total Accumulated other comprehensive loss, net as of December 31,
2016

Other comprehensive income (loss) before reclassification

Amounts reclassified from accumulated other comprehensive loss, net

Net current period other comprehensive income

(80,885) (5) $
56,511 (6)
—

56,511

(26,250) (1) $
(3,007) (2)
20,036 (2)
17,029

(107,135)
53,504

20,036

73,540

Total Accumulated other comprehensive loss, net as of December 31,
2017

(24,374) (5) $

(9,221) (1) $

(33,595)

Other comprehensive (loss) income before reclassification

Amounts reclassified from accumulated other comprehensive loss, net

Net current period other comprehensive (loss) income

Total Accumulated other comprehensive loss, net as of December 31,
2018

Other comprehensive income (loss) before reclassification

Amounts reclassified from Accumulated other comprehensive loss, net

Net current period other comprehensive income (loss)

Total Accumulated other comprehensive loss, net as of December 31,
2019

(41,938) (6)
—
(41,938)

4,725 (3)
3,931 (3)
8,656

(66,312) (5) $
7,627 (6)
(458) (7)
7,169

(565) (1) $

(20,311) (4)
2,132 (4)

(18,179)

(37,213)
3,931
(33,282)

(66,877)
(12,684)
1,674
(11,010)

(59,143) (5) $

(18,744) (1) $

(77,887)

(1) Net of deferred income tax expense of $14,273, $19,112, $16,317, and $9,269 as of December 31, 2019, 2018, 2017, and 2016 respectively.
(2) Net of deferred income tax (benefit) expense of ($1,245) and $8,295 for Other comprehensive income (loss) before reclassification and
Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2017. See
Note 16. Derivative Financial Instruments.

(3) Net of deferred income tax expense of $1,525 and $1,270 for Other comprehensive (loss) income before reclassification and Amounts
reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2018. See Note 16. Derivative
Financial Instruments.

(4) Net of deferred income tax (benefit) expense of ($5,407) and $568 for Other comprehensive income (loss) before reclassification and
Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2019. See Note 16.
Derivative Financial Instruments.

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(5) Net of deferred income tax benefit of ($5,474), ($5,232), ($5,339), ($4,113) as of December 31, 2019, 2018, 2017, and 2016 respectively.
(6) Net of deferred income tax (benefit) expense of ($242), $107, and ($1,226) for the years ended December 31, 2019, 2018, and 2017,

respectively.

(7) The Company reclassified a gain of $0.5 million from Accumulated other comprehensive loss, net in 2019, upon liquidation of the Poland

legal entity.

The Company records unrealized gains and losses related to its designated interest rate swap, cap and foreign currency forward,
net of estimated taxes, in the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets
since it is more likely than not that the Company will be able to realize the benefits associated with its net deferred tax asset
positions in the future. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of
ATM operating revenues line in the accompanying 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
designated interest rate swap, cap and foreign currency forward contracts in Accumulated other comprehensive loss, net within
the accompanying 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 in the accompanying Consolidated Balance Sheets and into continuing operations
as a tax expense when the Company ceases to hold any designated interest rate swap, cap or forward contracts. As of December 31,
2019, the disproportionate tax effect is $14.6 million.

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

(15) Employee Benefits

The Company sponsors defined contribution retirement plans for its employees, the principal plan being the 401(k) plan which
is offered to its employees in the U.S. During 2019, the Company matched 100% of employee contributions in the 401(k) plan
up to 4% of the employee’s eligible compensation. Employees immediately vest in their contributions while the Company’s
matching contributions vest at a rate of 20% per year. The Company also sponsors a similar retirement plan for its employees in
other jurisdictions. The Company contributed $3.7 million to the defined contribution benefit plans for each of the years ended
December 31, 2019, 2018, and 2017, respectively.

(16) 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 borrowings under its revolving
credit facility. The Company uses varying notional amount interest rate swap contracts and interest rate cap agreements (“Interest
Rate Derivatives”) to manage the interest rate risk associated with its vault cash rental obligations in the U.S., Canada, the U.K.,
and Australia. The Company also uses interest rate swap contracts to mitigate its exposure to floating interest rates on its anticipated
revolving credit facility borrowings.

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 required 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 revolving credit facility
obligations 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 in the accompanying Consolidated
Statement of Operations has been reduced.

During the year ended December 31, 2019, the Company entered into new forward-starting interest rate swap contracts to
hedge its exposure to floating interest rates on its expected vault cash balances outstanding in the U.S. in future periods. These
interest rate swap contracts begin January 1, 2020 with a $300 million aggregate notional amount that increases to $400 million on
January 1, 2021 and will terminate on December 31, 2024. In addition, the Company entered into new forward-starting interest
rate swap contracts to hedge its exposure to floating interest rates on its expected vault cash balances outstanding in Australia in

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future periods. These interest rate swap contracts begin January 1, 2020 with a 40 million Australian Dollar aggregate notional
amount and will terminate on December 31, 2021. During the year ended December 31, 2019, the Company also entered into new
forward-starting interest rate swap contracts to hedge its exposure to floating interest rates on its Credit Agreement. These interest
rate swaps have an aggregate notional amount of 100 million U.K. pounds sterling and that began January 4, 2021, terminating
December 31, 2021.

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. The Company is party to
certain foreign currency forwards that are not designated as hedges at December 31, 2019 as noted below.

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

Undesignated Foreign Currency Forwards

On October 14, 2019, the Company entered into new foreign currency forward contracts with an aggregate notional amount
of $150 million and a fixed rate of 1.267 U.S. dollar to 1 U.K. pounds sterling. These forwards allow for settlement between
November 2, 2020 and December 1, 2020. Although not designated as hedging instruments for accounting purposes, these forward
contracts are associated with planned borrowings in U.K. pounds sterling and the anticipated conversion of U.K. pounds sterling
to U.S. dollars to partially fund the repayment of the Company's 1.00% Convertible Notes and serve to mitigate currency fluctuation
risk.

Derivative Accounting Policy

The Interest Rate Derivatives discussed above are used by the Company to hedge exposure to variability in expected future
cash flows attributable to a particular risk; therefore, they are designated and qualify 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 or anticipated Credit Agreement borrowings. Therefore, the amount of ineffectiveness associated with the Interest Rate
Derivatives has historically been immaterial. If the Company concludes 1) that the obligations that have been hedged are no longer
probable or 2) 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 derivative instruments prior to their expiration dates.

Accordingly, the Company recognizes its Interest Rate Derivative contracts as assets or liabilities in the accompanying
Consolidated Balance Sheets at fair value and any changes in the fair values of the related Interest Rate Derivative contracts are
reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. The unrealized
gains and losses related to these interest rate swap and cap contracts have been reported net of taxes in Accumulated other
comprehensive loss, net within the accompanying 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 18. 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 accompanying
Consolidated Balance Sheets and reclassifies the gain or loss into earnings within the Cost of ATM operating revenues, Interest
expense, net, or Other income lines of the accompanying 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.

Summary of Outstanding Interest Rate Derivatives

The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts and cap
agreement that are currently in place in the U.S., Canada, the U.K, and Australia (as of the date of the issuance of this 2019 Form
10-K) are as follows:

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Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations

North America – Interest Rate Swap Contracts

Notional Amounts
U.S. $
(In millions)

Notional Amounts
CAD $

(In millions)

Weighted Average
Fixed Rate

1.84%

1.61%

1.28%

1.11%
Weighted Average
Fixed Rate

1,300

1,000

800

400

Term

January 1, 2020 – December 31, 2020

January 1, 2021 – December 31, 2021

January 1, 2022 – December 31, 2022

January 1, 2023 – December 31, 2024

Term

125

2.46%

January 1, 2020 – December 31, 2021

North America – Interest Rate Cap Contracts

Notional Amounts
U.S. $

(In millions)

Cap Rate (1)

Term

200

3.25%

January 1, 2021 – December 31, 2023

(1) Maximum amount of interest to be paid each year as per terms of cap contract. Cost of cap is amortized through vault cash rental
expense over term of cap.

Europe & Africa – Interest Rate Swap Contracts

Notional Amounts
U.K. £

(In millions)

Weighted Average
Fixed Rate

Term

500

0.94%

January 1, 2020 – December 31, 2022

Australia & New Zealand – Interest Rate Swap Contracts

Notional Amounts
AUS $

(In millions)

Weighted Average
Fixed Rate

Term

140

1.59%

0.71%

January 1, 2020 – December 31, 2020

January 1, 2021 – December 31, 2021

Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings

Notional Amounts U.K. £

(In millions)

Weighted Average
Fixed Rate

Term

100

0.95%

0.64%

January 1, 2020 – December 31, 2020
January 4, 2021 – December 31, 2021

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Summary of Outstanding Foreign Currency Derivatives

The notional amount, weighted average fixed rate, and terms associated with our foreign currency window forward contracts

in place (as of the date of the issuance of this 2019 Form 10-K) are as follows:

Outstanding Undesignated Foreign Currency Derivatives

Notional Amount U.S. $

(In millions)

Weighted Average
Fixed Rate U.S.
$/U.K. £

Settlement Dates

150

1.267

November 2, 2020 – December 1, 2020

The following tables depict the effects of the use of the Company’s derivative contracts in the accompanying Consolidated

Balance Sheets and Consolidated Statements of Operations.

Balance Sheet Data

Asset (Liability) Derivative Instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

December 31, 2019

December 31, 2018

(In thousands)

Derivatives designated as
hedging instruments:

Interest rate swap and cap contracts

Prepaid expenses,

1,872 Prepaid expenses,

4,489

deferred costs, and
other current assets

Interest rate swap and cap contracts

Prepaid expenses,

8,766 Prepaid expenses,

15,316

Interest rate swap and cap contracts

deferred costs, and
other noncurrent assets

Current portion of other
long-term liabilities

deferred costs, and
other noncurrent assets

(7,697) Current portion of other

(396)

long-term liabilities

Interest rate swap and cap contracts

Other long-term liabilities

(9,723) Other long-term liabilities

Total derivatives designated as
hedging instruments, net

Derivatives not designated as
hedging instruments:

Foreign currency forward contracts

Total derivative instruments, net

$ (6,782)

Current portion of other
long-term liabilities

(7,868)

$ (14,650)

(2,894)
$ 16,515

—

16,515

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During the year ended December 31, 2019, the Company recognized unrealized foreign exchange losses of $7.9 million on its
undesignated foreign currency forward contracts.

Statements of Operations Data

Derivatives in Cash Flow Hedging Relationship

Year Ended December 31,

Location of Loss Reclassified
from Accumulated other
comprehensive loss, net into
Income

Amount of (Loss) Gain
Recognized in
Accumulated other
comprehensive loss, net on
Derivative Instruments
2018 (1)

2019

(In thousands)

Amount of Loss
Reclassified from
Accumulated other
comprehensive loss, net
into Income

2019

2018

(In thousands)

Interest rate swap and cap contracts

$ (19,928) $

4,725

Cost of ATM operating
revenues

(1,935) $

(3,931)

Interest rate swap and cap contracts

(383)

— Interest expense, net

(197) $

—

Total

$ (20,311) $

4,725

(2,132) $

(3,931)

(1) The 2018 period includes a gain of $0.1 million related to foreign currency forward contracts.

As of December 31, 2019, the Company expects to reclassify $5.8 million of net derivative-related losses contained within
the Accumulated comprehensive loss, net line in its accompanying Consolidated Balance Sheets into earnings during the next
twelve months concurrent with the recording of the related vault cash rental expense amounts.

(17) 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 up to approximately 12 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 3-5 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 the Lease
Standard. These ATM placement agreements have remaining terms of 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 our counterparty lacks the practical ability to substitute alternative space.
The renewal provisions under ATM placement agreements vary.

The Company's ATM placement agreements that are deemed to contain an operating lease generally require fixed and/or
variable merchant commissions. The variable payments are based on the type and volume of transactions conducted on the ATMs
at each respective location. In addition, the merchant commissions may also change, in accordance with the terms of these
agreements, responsive to changes in interchange fees or interest rates. Certain Company facility leases require variable payments
based on an index or based on 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 December 31, 2019, 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.

See Note 2. New Accounting Pronouncements for the accounting impact of the Company's adoption of ASC 842-Leases on

January 1, 2019.

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Balance sheet information related to operating leases is as follows:

Classification

December 31, 2019

January 1, 2019
(Upon Adoption)

Assets

Operating lease assets

Total operating lease assets

Liabilities

Current

Operating lease liabilities

Current portion of other long-term liabilities

Noncurrent

Operating lease liabilities

Noncurrent operating lease liabilities

Total operating lease liabilities

(In thousands)

76,548

85,068

20,345

20,602

69,531

89,876

74,746

95,348

Operating lease costs during the twelve months ended December 31, 2019 were as follows:

Operating lease costs

Total operating lease cost

Classification

Cost of ATM operating revenues (1)
Selling, general, and administrative expenses (2)

Year Ended

December 31, 2019

(In thousands)

27,027

5,682

32,709

(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 was approximately $3.8 million in the twelve months ended December 31, 2019.

(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.

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

December 31, 2019

January 1, 2019
(Upon Adoption)

Weighted-average remaining lease term (years)
Operating leases
Weighted-average discount rate
Operating leases

Additional lease information is summarized below:
Operating cash outflows resulting from payments of operating lease liabilities
New operating lease assets recognized during the period

6.9

7.1

3.47%

3.45%

Year Ended
December 31, 2019

(In thousands)

$
$

19,708
14,161

During the year ended December 31, 2019, the Company paid $19.7 million to satisfy the recognized operating lease
obligations. The Company also recognized $14.2 million in new operating lease assets primarily consisting of equipment leases
and ATM placement agreements that are deemed to contain an operating lease. Comparative prior period information is not
presented above as the Company adopted the Lease Standard on January 1, 2019 using this effective date as the date of initial
application.

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The following table presents the December 31, 2019 undiscounted cash flows associated with the Company's recognized

operating lease liabilities in the next five years and thereafter.

Maturity of Recognized Operating Lease Liabilities

2020
2021
2022
2023
2024
After 2024
Total lease payments
Less: Interest (2)
Present value of operating lease liabilities (3)

Operating
Lease Payments(1)

(In thousands)

22,316
19,832
12,096
8,781
6,800
32,054
101,879
(12,003)
89,876

(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 approximately $20.3 million and noncurrent operating lease liabilities of approximately $69.5 million.

As of December 31, 2018, the future amounts due under our operating leases and ATM placement agreements under the
previous lease standard were $152.2 million in the aggregate, which consisted of the following: $36.6 million in 2019; $29.8
million in 2020; $25.0 million in 2021; $13.1 million in 2022; $8.5 million in 2023; and $39.2 million thereafter.

(18) Fair Value Measurements

The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of
December 31, 2019 and 2018 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.

Assets

Assets associated with interest rate swap and cap contracts

10,638

— $

10,638

Fair Value Measurements at December 31, 2019

Total

Level 1

Level 2

Level 3

(In thousands)

(17,420) $

— $

(17,420) $

(7,868) $

— $

(7,868) $

(16,851) $

— $

(16,851)

—

Liabilities

Liabilities associated with interest rate swap and cap

contracts

Liabilities associated with foreign currency forward

contracts

Liabilities associated with acquisition related contingent

consideration

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Assets

Fair Value Measurements at December 31, 2018

Total

Level 1

Level 2

Level 3

(In thousands)

Assets associated with interest rate swap and cap contracts

19,805

— $

19,805

Liabilities

Liabilities associated with interest rate swap and cap

contracts

Liabilities associated with acquisition-related contingent

consideration

(3,290) $

— $

(3,290) $

(38,266) $

— $

(38,266)

—

As of December 31, 2018, liabilities associated with Level 2 interest rate swap contracts also includes an insignificant amount

related to foreign currency forward contracts.

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

Cash and cash equivalents, accounts and notes receivable, net of the 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 flow analysis using significant non-observable inputs (Level 3). 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 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 based upon a formula and performance relative to certain agreed-upon earnings targets for 2019 and 2020 to be paid
in 2020 and 2021, respectively.

Subsequent to the Spark acquisition, the Company has 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 first
measurement period, the Company revised its methodology and used a Black-Scholes based model to estimate the fair value of
the payments. 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.

As of December 31, 2019 and 2018, the estimated fair value of the Company’s acquisition-related contingent consideration
liability was approximately $16.9 million and $38.3 million, respectively. We currently estimate that approximately $5.0 million
will be paid in the first quarter of 2020 with the remaining amount being paid in the first quarter of 2021. During the year ended
December 31, 2019, the Company recognized mark-to-market gains of approximately $21.9 million to revise the estimated fair
value of the contingent consideration liability. Separately, foreign exchange losses of approximately $0.5 million were recognized
during the year ended December 31, 2019, to remeasure the South African Rand denominated liability reported in U.S. Dollars.
Both the revision to the estimated fair value and the net foreign exchange losses are included in the Other (income) expense line
in the Consolidated Statements of Operations. For additional information related to the Spark acquisition contingent consideration,
see Note 1(v). Acquisitions.

Long-term debt. The carrying amount of the long-term debt balance related to borrowings under the Company’s revolving
credit facility approximates fair value due to the fact that any outstanding borrowings are subject to short-term floating interest

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rates. As of December 31, 2019, the fair value of our Convertible Notes and 2025 Notes totaled $305.7 million and $311.9 million,
respectively, based on the quoted prices in markets that are not active inputs (Level 2) for these notes as of that date. For additional
information related to long-term debt, see Note 11. Debt.

Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its ARO liability using
expected discounted future cash flows at the Company’s credit-adjusted risk-free interest rate. Liabilities added to 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 years ended
December 31, 2019 and 2018 totaled $3.7 million and $9.9 million, respectively.

Interest rate derivatives and foreign currency forward contracts. As of December 31, 2019, the recognized fair value of the
Company’s Interest Rate Derivatives resulted in an asset of approximately $10.6 million and a liability of approximately $17.4
million. The recognized fair value of the Company’s foreign currency forward contracts resulted in an liability of approximately
$7.9 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 16. Derivative Financial
Instruments.

(19) 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 reserves 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.

Operating Leases

As of December 31, 2019, the Company was a party to numerous operating leases including leases of facilities, vehicles, and
office equipment as well as ATM placement agreements that are deemed to contain an operating lease of merchant space under
the applicable lease accounting guidance. The payment obligations and rental expense under the Company’s operating leases are
presented in Note 17. Leases.

Other Commitments

Asset retirement obligations. The Company’s ARO consist primarily of costs to deinstall 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, the site restoration work. The Company had $61.2 million accrued for these liabilities as of
December 31, 2019. For additional information, see Note 12. Asset Retirement Obligations.

Acquisition-related contingent consideration. As a result of the Spark acquisition, the Company accrued $16.9 million for the
acquisition – related contingent consideration as of December 31, 2019. For additional information related to the Spark acquisition
contingent consideration, see Note 1(v). Acquisitions.

Purchase commitments. During the normal course of business, the Company issues purchase orders for various products. As
of December 31, 2019, the Company had open purchase commitments of $5.4 million for products to be delivered in 2020. Other
material purchase commitments as of December 31, 2019 included $1.9 million in minimum service requirements for certain
gateway and processing fees over the next seven years.

(20) Income Taxes

On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax
Reform”), was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws are recognized
in the period in which the new legislation is enacted. As a result of this legislation, in the three months ended December 31, 2017,
the Company provisionally recognized a one-time net tax benefit totaling $11.6 million. This amount included an estimated one-
time tax benefit of $19.4 million due to the re-measurement of the Company’s net deferred tax liabilities, primarily related to the

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change in the U.S. federal corporate income tax rate from 35% to 21%. Partially offsetting this non-cash book tax benefit, the
Company recognized an estimated one-time tax expense of $7.8 million on its accumulated undistributed foreign earnings pertaining
to foreign operations under the U.S. business, which the Company will elect to pay over an eight-year period. In accordance with
SEC Staff Accounting Bulletin No. 118 (SAB 118), the Company adjusted the provisional estimates during the three months ended
September 30, 2018. The Company decreased its estimate of the one-time tax benefit by $1.2 million upon its completion of the
earnings and profits calculations of its foreign subsidiaries. Offsetting this benefit, the Company recognized a charge of $1.0
million for deferred tax assets that will not be realized, determined after the release of IRS Notice 2018-68, clarifying deduction
limitations for remunerations of covered persons. During the three months ended December 31, 2018, the Company additionally
reduced its one-time tax benefit by $0.2 million and completed its accounting for the tax effects of the U.S. Tax Reform.

As a result of the Redomicile Transaction completed on July 1, 2016, the location of incorporation of the parent company of
the Cardtronics group was changed from Delaware to the U.K. As a Delaware company, the statutory corporate tax rate was 35%,
and after the redomicile to the U.K., the Cardtronics parent company statutory tax rate was 19% for the Company’s calendar
reporting year 2019, 19% for 2018, and 19.25% for 2017. For additional information related to the Redomicile Transaction, see
Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (a) Description of Business.

The Company’s income (loss) before income taxes consisted of the following:

U.S.

Non-U.S.

Total pre-tax book income (loss)

Year Ended
December 31,

2019

2018

2017

(In thousands)

38,254

26,533

64,787

(20,066) $
34,179

14,113

24,919
(179,562)
(154,643)

The Company’s income tax expense (benefit) based on income (loss) before income taxes consisted of the following:

Year Ended
December 31,

2019

2018

2017

(In thousands)

289

1,527

7,965

(1,462) $
1,365

12,292

9,781

12,195

(493)
1,657

5,842

7,006

7,636

1,349

732

2,715
(3,610)
6,741

1,816
(4,903)
(1,738)
10,457

874
(17,904)
(16,298)
(9,292)

Current

U.S. federal

U.S. state and local

Non-U.S.

Total current

Deferred

U.S. federal

U.S. state and local

Non-U.S.

Total deferred

Total income tax expense (benefit)

16,522

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Income tax expense (benefit) differs from amounts computed by applying the statutory tax rate to income before income taxes

as follows:

Year Ended
December 31,

2019

2018

2017

(In thousands)

Income tax expense (benefit), at the U.K. statutory tax rate of 19%, 19%, and

19.25% for the years ended December 31, 2019, 2018, and 2017,
respectively.

12,309

2,681

Provision to return and deferred tax adjustments

U.S. state tax, net of federal benefit

Permanent adjustments

Tax rates in excess of (less than) statutory tax rates

Impact of Finance Structure

Nondeductible/(nontaxable) transaction costs

Goodwill impairment (non-deductible)

US Tax Reform (net impact)
Share-based Compensation

Capital Gains

Other

Subtotal

Change in valuation allowance

Total income tax expense (benefit)

157

3,095

606

1,143
(4,434)
(3,816)
1,941

764
2,223

—

499

14,487

2,035

1,017

637

738

2,247

354
(425)
—
(435)
2,107

851

9,820

637

16,522

10,457

(29,769)
(264)
2,181

1,411
(18,398)
(5,734)
6,743

41,510
(11,569)
(2,464)
—
(206)
(16,559)
7,267
(9,292)

The net income tax expense (benefit) is attributable to a combination of 1) tax benefits from the utilization of interest deductions
disallowed in the prior year, 2) the additional tax expense related to share-based compensation, 3) the nontaxable gain recorded
to revise the fair value of the acquisition related contingent consideration liability, 4) the goodwill impairment recognized and 5)
the mix of earnings across jurisdictions.

The Company’s net deferred tax assets and liabilities, by segment, consisted of the following:

Year Ended December 31, 2019

North America

Europe &
Africa

Australia &
New Zealand

(In thousands)

Corporate

Total

Noncurrent deferred tax asset

Valuation allowance

Noncurrent deferred tax liability

Net noncurrent deferred tax (liability) asset

38,140

(5,970)

(78,211)

(46,041) $

16,466
(1,427)
(4,447)
10,592

11,400
(4,046)
(7,354)

1,730

—

— $

1,730

67,736
(11,443)
(90,012)
(33,719)

North America

Europe &
Africa

Australia &
New Zealand

Corporate

Total

Year Ended December 31, 2018

Noncurrent deferred tax asset
Valuation allowance
Noncurrent deferred tax liability
Net noncurrent deferred tax (liability) asset

31,248
(2,546)
(68,430)
(39,728) $

14,546
(1,442)
(7,745)
5,359

(In thousands)
14,389
$
(5,078)
(9,311)

— $

1,829
—
—
1,829

62,012
(9,066)
(85,486)
(32,540)

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The Company’s tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred

tax liabilities consisted of the following:

December 31,
2019

December 31,
2018

(In thousands)

Noncurrent deferred tax assets

Reserve for receivables

Accrued liabilities and inventory reserves

Net operating loss carryforward

Unrealized losses on interest rate swap contracts

Share-based compensation expense

Asset retirement obligations

Tangible and intangible assets

Deferred revenue

Other

Subtotal

Valuation allowance

Noncurrent deferred tax assets

Noncurrent deferred tax liabilities

Tangible and intangible assets

Asset retirement obligations

Unrealized gain on interest rate swap contracts

Other

Noncurrent deferred tax liabilities

Net deferred tax liability

625

3,231

31,555

1,338

3,044

1,101

18,491

4,294

4,057

67,736
(11,443)
56,293

(88,017) $
(29)
—
(1,966)
(90,012) $

699

5,887

21,733

2,609

2,481

19,729

2,262

6,587

62,012
(9,066)
52,946

(79,978)
(30)
(5,048)
(430)
(85,486)

(33,719) $

(32,540)

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. Based on the assessment at December 31, 2019, and the weight of
all evidence, the Company concluded that maintaining valuation allowances on deferred tax assets in Australia, Mexico, Canada,
and other new markets is 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 reflected within the Accumulated other comprehensive loss, net balance
in the accompanying Consolidated Balance Sheets.

As of December 31, 2019, the Company had approximately $54.5 million in U.S. federal net operating loss carryforwards,
of which $6.1 million will begin expiring in 2021, approximately $42.3 million in Canadian net operating loss carryforwards that
will begin expiring in 2031, and approximately $9.3 million in net operating loss carryforwards in Mexico that are subject to
expiration based on a 10 year loss carryforward limitation. The deferred tax benefits associated with such carryforwards in Canada
and Mexico, to the extent they are not offset by deferred tax liabilities, have been fully reserved for through a valuation allowance.

The Company currently believes that the unremitted earnings of certain of its subsidiaries will be indefinitely reinvested in
the corresponding country of origin. Accordingly, no deferred taxes have been provided for on the differences between the
Company’s book basis and underlying tax basis in those subsidiaries.

The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few
exceptions, the Company is not subject to income tax examination by tax authorities for years before 2014. The Company has

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recorded an uncertain tax benefit of $2.4 million, of which $1.5 million was for net operating losses generated in prior years with
an associated valuation allowance, and $0.4 million was for a deferred tax asset for the related US federal tax benefit. A net amount
of $0.5 million of this uncertain tax benefit was recorded to tax expense in 2019.

(21) Concentration Risk

Significant supplier. For the years ended December 31, 2019 and 2018, the Company purchased ATM and ATM-related
equipment from one supplier that accounted for 77% and 64%, respectively, of the Company’s total ATM purchases for those
years.

Significant merchant customers. For the years ended December 31, 2019, 2018, and 2017, the Company derived approximately
22%, 24% and 31%, respectively, of its total revenues from ATMs placed at the locations of its top five merchant customers,
including revenues from bank branding and Allpoint at these locations. The Company’s top five merchant customers for the years
ended December 31, 2019 and 2018 were, Co-operative Food (“Co-op Food”) in the U.K., CVS Caremark Corporation (“CVS”),
Alimentation Couche-Tard Inc. (“Couche-Tard”) in the U.S. and Canada, and Speedway LLC (“Speedway”) and Walgreens Boots
Alliance, Inc. (“Walgreens”) in the U.S. None of these merchant customers accounted for more than 6% of total revenue for the
years ended December 31, 2019, 2018 or 2017. Accordingly, a significant percentage of the Company’s future revenues and
operating income will be dependent upon the successful continuation of its relationship with these merchants.

(22) Segment Information

As of December 31, 2019, the Company’s operations consisted of its 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 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 exited its operations in Poland at the end of 2018, that had previously been included in the Europe & Africa segment
in 2018 and 2017. The Company’s Australia & New Zealand segment consists exclusively of its operations in Australia and New
Zealand. The Corporate segment solely includes the Company’s corporate general and administrative expenses. 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. Segment information presented for prior periods have been revised to reflect the
changes in the Company’s segments.

Management uses Adjusted EBITDA, together with U.S. GAAP measures, to manage and measure the performance of its
segments. Management believes Adjusted EBITDA is a useful measure to more effectively evaluate the performance of the business
and compare its results of operations from period to period without regard to financing methods, capital structure, or non-recurring
costs as defined by the Company. Adjusted EBITDA excludes depreciation and accretion, amortization of deferred financing costs
and note discounts, amortization of intangible assets, share-based compensation expense, certain other income and expense
amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses, (if
applicable in a particular period), our obligation for the payment of income taxes, interest expense and other obligations such as
capital expenditures, and includes an adjustment for noncontrolling interests. Depreciation and accretion expense and amortization
of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantially from company to company
within our industry depending upon accounting methods and book values of assets, capital structures, and the methods by which
the assets were acquired.

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

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The following table is a reconciliation of Net income (loss) attributable to controlling interests and available to common

shareholders to EBITDA and Adjusted EBITDA:

Net income (loss) attributable to controlling interests and available to common

shareholders

Adjustments:

Interest expense, net

Amortization of deferred financing costs and note discount

Redemption costs for early extinguishment of debt

Income tax expense (benefit)

Depreciation and accretion expense

Amortization of intangible assets

EBITDA

Add back:

Loss on disposal and impairment of assets (1)
Other (income) expense (2)
Noncontrolling interests (3)
Share-based compensation expense
Restructuring expenses (4)
Acquisition related expenses (5)

Year Ended
December 31,

2019

2018

2017

(In thousands)

48,274

3,676

(145,350)

26,604

13,447

—

16,522

130,676

49,261

35,429

14,887

6,408

10,457

126,199

52,911

284,784

249,967

11,653
(18,404)
58

20,962

8,928

—

17,873
(627)
38

15,660

6,586

3,191

35,036

12,574

—
(9,292)
122,036

57,866

72,870

227,796

3,524
(25)
14,395

11,136

18,917

Adjusted EBITDA

307,981

292,688

348,613

(1) Loss of disposal and impairment of assets includes a goodwill impairment of $7.3 million related to the Company’s Canada segment as of December 31, 2019
and goodwill and intangible asset impairments of $194.5 million related to the Company's Australia & New Zealand segment as of December 31, 2017.
(2)
Includes the revaluation of the estimated acquisition related contingent consideration, foreign currency translation gains/losses and other non-operating costs.
(3) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of

its Mexican subsidiaries.

(4) For the years ended December 31, 2019, 2018, and 2017, restructuring expenses include employee severance and other costs incurred in conjunction with
the Company's corporate reorganization and cost reduction initiatives. For the year ended December 31, 2017, restructuring expenses also include amounts
associated with the Company’s redomicile of its parent company to the U.K. that occurred on July 1, 2016.

(5) Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. For the twelve

months ended December 31, 2017, expenses also include employee severance and lease termination costs related to DCPayments acquisition integration.

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

presented:

Year ended December 31, 2019 (1)

North
America

Europe &
Africa

Australia &
New Zealand

Corporate

Eliminations

Total

(In thousands)

Revenue from external customers

853,648

395,694

100,063

Intersegment revenues

Cost of revenues

Selling, general, and administrative

expenses

Restructuring expenses

Loss (gain) on disposal and
impairment of assets

9,866

577,302

69,250

1,226

626

245,362

42,569

3,828

—

71,281

9,101

—

1,528

56,554

3,874

9,449

2,359

(155)

—

Adjusted EBITDA

216,933

108,388

19,721

(37,131)

$ 1,349,405

—

884,979

177,474

8,928

11,653

307,981

(10,492)
(10,494)

—

Capital expenditures (2)

58,631

44,995

4,289

16,991

— $

124,906

Year ended December 31, 2018 (1)

North
America

Europe &
Africa

Australia &
New Zealand

Corporate

Eliminations

Total

(In thousands)

Revenue from external customers

820,252

407,584

117,407

— $

— $ 1,345,243

Intersegment revenues

Cost of revenues

Selling, general, and administrative

expenses

Redomicile-related expenses

Restructuring expenses

Acquisition related expenses

Loss on disposal and impairment of

assets

9,928

564,888

2,185

256,542

—

86,814

—

788

(12,113)
(11,249)

64,955

38,293

10,408

57,064

—

3,597

(329)

12,295

—

1,645

1,518

5,360

—

1,124

218

—

1,344

878

—

(230)
—

—

897,783

170,490

—

6,586

3,191

17,873

Adjusted EBITDA

200,335

114,934

20,185

(42,192)

(574)

292,688

Capital expenditures (2)

44,867

40,687

7,122

14,529

— $

107,205

120

Table of Contents

Year ended December 31, 2017 (1)

North
America

Europe &
Africa

Australia &
New Zealand

Corporate

Eliminations

Total

(In thousands)

Revenue from external customers

971,343

403,344

132,912

— $

— $ 1,507,599

Intersegment revenues

Cost of revenues

Selling, general, and administrative

expenses

Redomicile-related expenses

Restructuring expenses

Acquisition related expenses

Loss on disposal and impairment of

assets

9,042

658,153

1,488

253,587

—

96,474

71,603

37,992

9,244

—

3,668

2,210

2,942

2,261

—

3,132

—

1,146

55,398

733

3,744

11,314

10,432

1,299

216,017

(10,530)
(10,240)

—

999,120

174,237

782

10,354

18,917

227,796

Adjusted EBITDA

250,629

113,253

27,195

(42,150)

(314)

348,613

Capital expenditures (2)

61,742

61,651

6,310

14,437

— $

144,140

(1) The segment information presented for the years ended December 31, 2018 and 2017 have been revised to ensure consistency with the

current allocation of certain intercompany revenues and expenses for the year ended December 31, 2019.

(2) Capital expenditures include payments made for plant, property, and equipment, exclusive license agreements, and site acquisition costs.
Additionally, capital expenditures for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected
gross of any noncontrolling interest amounts.

Identifiable Assets

North America

Europe & Africa

Australia & New Zealand

Corporate

Total

December 31,
2019

December 31,
2018

(In thousands)

1,141,084

1,195,693

511,037

60,416

51,421

494,457

63,613

33,581

1,763,958

1,787,344

(23) 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 CFC Guarantors (as defined in the Credit Agreement). The guarantees of the 2025 Notes by any Guarantor are subject to
automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the Guarantor, (ii) the
disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under the Indenture as a restricted subsidiary
of the Company, (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture, (iv) the legal
or covenant defeasance of the notes or the satisfaction and discharge of the Indenture, (v) the liquidation or dissolution of the
Guarantor, or (vi) provided the Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company
or another Guarantor. A 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 Guarantor), unless no default under the
Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation,
or merger complies with the “Asset Sales” covenant in the Indenture.

121

Table of Contents

The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income and Condensed
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017 and the Condensed Consolidating
Balance Sheets as of December 31, 2019 and 2018 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii)
Cardtronics Delaware and Cardtronics U.S.A. (“Issuers”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025
Notes Non-Guarantors.

Condensed Consolidating Statements of Comprehensive Income (Loss)

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

Year Ended December 31, 2019

(In thousands)

Revenues

— $

668,527

351,330

402,079

Operating costs and expenses

35,637

625,953

273,140

389,419

(72,531) $ 1,349,405
(72,831)
1,251,318

Loss on disposal and impairment of

assets

(Loss) income from operations

Interest expense (income), net,

including amortization of deferred
financing costs and note discount

Equity in earnings of subsidiaries

Other (income) expense

Income before income taxes

Income tax (benefit) expense

Net income

Net loss attributable to noncontrolling

interests

Net income attributable to controlling
interests and available to common
shareholders

Other comprehensive loss attributable

to controlling interest

Comprehensive income attributable to

controlling interests

—

(35,637)

1,841

40,733

7,355

70,835

2,457

10,203

—

(77,107)

(30)

41,500

(6,765)

48,265

33,704
(30,928)
2,926

35,031

14,485

20,546

18,640
(79,021)
63,519

67,697

3,745

63,952

(12,536)
(1,655)
(7,699)
32,093

5,057

27,036

—

300

243

188,711
(77,120)
(111,534)
—
(111,534)

11,653

86,434

40,051

—
(18,404)
64,787

16,522

48,265

—

(9)

48,265

20,546

63,952

27,036

(111,525)

48,274

(11,010)

(9,554)

(13,804)

(12,833)

36,191

(11,010)

37,255

10,992

50,148

14,203

(75,334) $

37,264

122

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Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

Year Ended December 31, 2018

(In thousands)

Revenues

— $

631,089

361,995

419,629

Operating costs and expenses

30,539

610,739

271,360

411,724

(67,470) $ 1,345,243
(67,202)
1,257,160

Loss (gain) on disposal and
impairment of assets

(Loss) income from operations

Interest expense (income), net,

including amortization of deferred
financing costs and note discount

Redemption costs for early
extinguishment of debt

Equity in (earnings) loss of

subsidiaries

Other (income) expense

(Loss) income before income taxes

Income tax (benefit) expense

Net income

Net loss attributable to noncontrolling

interests

Net income attributable to controlling
interests and available to common
shareholders

Other comprehensive (loss) income
attributable to controlling interest

Comprehensive (loss) income

—

(30,539)

12,170

8,180

270

90,365

(9,219)
17,124

14,652
(14,920)

17,873

70,210

—

(28,360)

(40)

(2,139)

(5,795)

3,656

49,466

18,832

(18,163)

6,408

—

(77,725)
(3,694)
33,725

4,996

28,729

41,172

8,486

21,875

2,168

19,707

(370)
7,569

28,088

9,088

19,000

181

—

65,283
(12,948)
(67,436)
—
(67,436)

50,316

6,408

—
(627)
14,113

10,457

3,656

—

(20)

3,656

28,729

19,707

19,000

(67,416)

3,676

(33,285)

5,930

13,422

(1,720)

(17,632)

(33,285)

17,280

(85,048) $

(29,609)

attributable to controlling interests

(29,629) $

34,659

33,129

123

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Year Ended
December 31, 2017

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

(In thousands)

Revenues

— $

832,317

337,339

459,814

Operating costs and expenses

29,967

733,725

306,641

434,851

$ (121,871) $ 1,507,599
1,383,312

(121,872)

Loss on disposal and impairment of

assets

(Loss) income from operations

Interest expense (income), net,

including amortization of deferred
financing costs and note discount

Equity in loss (earnings) of

subsidiaries

Other (income) expense

(Loss) income before income tax

Income tax (benefit) expense

Net (loss) income

Net loss attributable to noncontrolling

interests

Net (loss) income attributable to

controlling interests and available to
common shareholders

Other comprehensive (loss) income
attributable to controlling interests

Comprehensive (loss) income

(30,015)

10,348

88,244

215,963
(185,265)

1,437

23,526

—

227,796
(103,509)

—

46,560

18,532

(17,480)

(2)

47,610

121,145

(130)

(151,030)

(5,679)

(145,351)

(13,185)
2,369

52,500

4,729

47,771

(79,224)
167,994
(292,567)
(12,347)
(280,220)

(24)
(13,659)
54,689

4,005

50,684

(28,712)
(153,050)
181,765

—

181,765

—

3,524
(154,643)
(9,292)
(145,351)

—

(1)

(145,351)

47,771

(280,220)

50,684

181,766

(145,350)

73,540

2,665

17,060

(29,532)

9,806

73,539

attributable to controlling interests

(71,811) $

50,436

$ (263,160) $

21,152

191,572

(71,811)

124

Table of Contents

Condensed Consolidating Balance Sheets

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

As of December 31, 2019

(In thousands)

Assets

Cash and cash equivalents

Restricted cash

Accounts and notes receivable, net

Other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Goodwill

Operating lease assets

Investments in and advances to

subsidiaries

Intercompany receivable

Deferred tax asset, net

Prepaid expenses, deferred costs, and

other noncurrent assets

—

429,715

22,475

152

—

6,063

4,182

19,824

— $

54,207

50,423

36,075

146,768

265,543

37,320

445,046

33,833

258,038

159,142

—

16,140

18,732

2,734

41,788

58,399

63,014

162,907

8,847

17,007

26,640

56,448

119,919

137,335

13,591

144,639

33,868

—

282,032

913,238
(1,563)

49,915
(206,708)
14,570

(1,019,700)
(888,147)
—

30,115

87,354

95,795

95,257

308,521

461,277

113,925

752,592

76,548

—

13,159

Total assets

452,388

$ 1,372,553

$ 1,530,319

316,545

26,863

1,657

9,416

Liabilities and Shareholders' Equity

Current portion of other long-term

liabilities

Accounts payable and accrued

liabilities

Total current liabilities

Long-term debt

Intercompany payable

Asset retirement obligations

Noncurrent operating lease liabilities

Deferred tax liability, net

Other long-term liabilities

Total liabilities

Shareholders' equity

Total liabilities and shareholders'

equity

—

814

—

71,248

—

12,991

17,994

22,159

229,744

242,735

597,648

79,893

22,304

41,170

44,478

20,319

48,772

66,766

2,414

968,691

4,380

5,956

1,586

1,530

101,910

124,069

139,413
(231,707)
28,810

22,405

814

16,021

99,825

72,062

1,048,547

1,051,323

380,326

324,006

478,996

216,720

—

37,936
$(1,907,847) $ 1,763,958

—

—
(888,125)
—

—

—
(888,125)
(1,019,722)

53,144

381,240

434,384

739,475

—

55,494

69,531

46,878

37,870

1,383,632

380,326

452,388

$ 1,372,553

$ 1,530,319

316,545

$(1,907,847) $ 1,763,958

125

Total assets

383,378

$ 1,636,408

829,910

869,560

—

33,200

2,211

16,266

Table of Contents

Assets

Cash and cash equivalents

Restricted Cash

Accounts and notes receivable, net

Other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Goodwill

Investments in and advances to

subsidiaries

Intercompany receivable

Deferred tax asset, net
Prepaid expenses, deferred costs, and

other noncurrent assets

Liabilities and Shareholders' Equity

Current portion of other long-term

liabilities

Accounts payable and accrued

liabilities

Total current liabilities

Long-term debt

Intercompany payable

Asset retirement obligations

Deferred tax liability, net

Other long-term liabilities

Total liabilities

Shareholders' equity

Total liabilities and shareholders'

equity

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

As of December 31, 2018

(In thousands)

—

375,535

7,411

342

14,961

8,966

15,923

— $

39,940

112,331

34,005

35,484

196,781

259,332

46,007

445,046

422,379

233,663

—

27,813

12,064

3,699

52,542

54,992

75,676

164,345

402,000

79,832
(1,688)

15,326

29,574

56,595

117,418

145,863

29,164

139,753

47,170

363,922

10,004

—

(1,247,084)
(684,828)
—

155,470

75,643

95,778

366,831

460,187

150,847

749,144

—

8,658

3,888

10,665

5,713

—

642

—

5,964

—

258,550

262,438

614,804

163,732

21,628

37,550

24,847

6,606

1,124,999

376,772

511,409

54,571

65,236
(5)
424,612

4,778

2,102

3,771

500,494

329,416

94,707

100,420

203,686

93,764

28,007

1,546

39,122

466,545

403,015

—

51,677
$(1,931,912) $ 1,787,344

—

—
(688,072)
—

—

—
(688,072)
(1,243,840)

20,266

408,470

428,736

818,485

—

54,413

41,198

67,740

1,410,572

376,772

383,378

$ 1,636,408

829,910

869,560

$(1,931,912) $ 1,787,344

126

Table of Contents

Condensed Consolidated Statement of Cash Flows

Net cash provided by operating

activities

Additions to property and equipment

Acquisitions, net of cash acquired

Net cash used in investing activities

Proceeds from borrowings under

revolving credit facility

Repayments of borrowings under

revolving credit facility

Intercompany financing

Tax payments related to share-based

compensation

Proceeds from exercises of stock

options

Debt issuance, modification, and

redemption costs

Repurchase of common shares

Net cash used in financing activities

Effect of exchange rate changes on

cash, cash equivalents, and
restricted cash

Net (decrease) increase in cash, cash
equivalents, and restricted cash

Cash, cash equivalents, and restricted

cash as of beginning of period

Cash, cash equivalents, and restricted

cash as of end of period

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

Year Ended December 31, 2019

54,255

—

(In thousands)

44,833
(74,589)
(9,100)
(83,689)

325
(17,334)
—
(17,334)

105,246
(32,983)
—
(32,983)

424,900

39,673

191,753

(454,900)
2,919

(36,999)
(3,416)

(260,140)
497

(4,050)

—

(50,252)

(54,299)

—

(1,085)
—
(28,166)

—

—
(742)

—
(67,890)

—

1,294

1,209

(44)

(67,022)

(16,457)

5,582

127,292

36,779

31,249

— $

—

204,659
(124,906)
(9,100)
(134,006)

656,326

(752,039)
—

(4,050)

(1,085)
(50,252)
(151,097)

2,503

(77,941)

195,410

60,270

20,322

36,831

— $

117,469

127

Table of Contents

Net cash provided by operating

activities

Additions to property and equipment

Acquisitions, net of cash acquired

Net cash used in investing activities

Proceeds from borrowings under

revolving credit facility

Repayments of borrowings under

revolving credit facility

Redemption of long-term notes

Intercompany financing

Tax payments related to share-based

compensation

Proceeds from exercise of stock options
Debt issuance, modification, and
redemption costs

Net cash (used in) provided by

financing activities

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

Net increase (decrease) in cash, cash
equivalents, and restricted cash

Cash, cash equivalents, and restricted

cash as of beginning of period

Cash, cash equivalents, and restricted

cash as of end of period

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

Year Ended December 31, 2018

(In thousands)

5,578

—

233,860
(58,106)
(1,150)
(59,256)

74,375
(14,389)
—
(14,389)

20,389
(34,710)
—
(34,710)

440,000

47,208

395,555

(461,701)
(250,000)
197,910

(73,806)
—
(14,108)

(209,641)
—
(183,802)

(5,591)

—

(8,430)

—

(5,577)

(82,221)

(40,706)

2,112

—

(2,227)

(1,635)

92,383

17,053

(13,844)

34,909

19,726

45,093

— $

—

334,202
(107,205)
(1,150)
(108,355)

882,763

(745,148)
(250,000)
—

(5,591)
14

(8,430)

(126,392)

(3,862)

95,593

99,817

127,292

36,779

31,249

— $

195,410

128

Table of Contents

Net cash provided by (used in)

operating activities

Additions to property and equipment

Acquisitions, net of cash acquired

Net cash used in investing activities

Proceeds from borrowings under

revolving credit facility

Repayments of borrowings under

revolving credit facility

Proceeds from borrowings of long-term

debt

Debt issuance costs

Intercompany financing

Tax payments related to share-based

compensation

Proceeds from exercise of stock options

Net cash (used in) provided by

financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash and

cash equivalents

Cash and cash equivalents as of

beginning of period

Cash and cash equivalents as of end of

period

Year Ended
December 31, 2017

Parent

Issuers

Guarantors

Non-
Guarantors

Eliminations

Total

(In thousands)

8,388

—

205,400
(72,395)
(346)
(72,741)

(8,039) $
(15,785)
(464,777)
(480,562)

24,838
(55,960)
(19,479)
(75,439)

— $

230,587

—

(144,140)

(484,602)

(628,742)

852,600

104,137

124,952

— 1,081,689

(789,600)

(79,144)

(107,417)

300,000
(5,704)
(482,606)

—

477,100

5,506

(8,504)

104

(8,400)

—

(12)

—

(125,310)
—

502,093

980

23,041
(179)

7,349

14,472

(27,739)

101

27,560

5,254

72,832

—

(976,161)

300,000

(5,704)

—

(8,504)

104

391,424

801

(5,930)

105,747

34,909

19,726

45,093

— $

99,817

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Table of Contents

(24) Supplemental Selected Quarterly Financial Information (Unaudited)

The Company’s financial information by quarter is summarized below for the periods indicated:

Quarter Ended

March 31

June 30

September 30

December 31

Total

(In thousands, excluding per share amounts)

2019

Total revenues

Net income

Net income attributable to controlling interests

and available to common shareholders

318,270

340,821

351,507

338,807

$ 1,349,405

4,317

4,319

10,467

20,867

12,614

48,265

10,471

20,864

12,620

48,274

Basic net income per common share

Diluted net income per common share

2018

Total revenues

Net (loss) income
Net (loss) income attributable to controlling

interests and available to common
shareholders

Basic net (loss) income per common share

Diluted net (loss) income per common share

0.09

0.23

0.22

0.46

0.28

1.06

1.05

336,184

340,987

340,175

(2,785)

3,772

8,779

327,897
(6,110)

$ 1,345,243

3,656

(2,768)

3,767

8,781

(6,104)

3,676

(0.06) $

0.08

0.19

(0.13) $
(0.13) $

0.08

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

There have been no changes in or disagreements on any matters of accounting principles or financial statement disclosure

between the Company and its independent registered public accountants.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company
have evaluated, under the supervision and with the participation of its management, including its principal executive officer and
principal financial officer, the effectiveness of the design and operation of its disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-
K (this “2019 Form 10-K”). The Company’s disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files under the Exchange Act is accumulated and
communicated to its management, including its principal executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods
specified in the rules and forms of the SEC. Based upon that evaluation, the Company’s principal executive officer and principal
financial officer concluded that its disclosure controls and procedures were effective as of December 31, 2019 at the reasonable
assurance level.

Changes in Internal Controls over Financial Reporting

As previously disclosed, during the third quarter of 2019, the Company implemented a cloud based Enterprise Resource
Planning (“ERP”) system and other associated financial consolidation and reporting systems. In connection with this
implementation, the Company has updated the processes that comprise the Company's internal control over financial reporting,
as necessary, to accommodate related changes in the Company's systems and business processes. To date, this implementation has

130

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not had, and the Company does not believe this implementation will have in the future, an adverse effect on the Company's internal
control over financial reporting. Except as disclosed above, there were no other material changes in the Company's internal control
over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three
months ended December 31, 2019, that have materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting
(as defined in Rules 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process
designed by management, under the supervision and with the participation of its principal executive officer and principal financial
officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements in accordance with U.S. GAAP. The Company’s internal control over financial reporting includes those policies and
procedures that: (i) relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of its assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with U.S. GAAP, and that its receipts and expenditures are being made only in
accordance with authorizations of its management and directors, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of its assets that could have a material effect on its consolidated
financial statements.

The scope of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of

December 31, 2019 includes its consolidated subsidiaries.

The Company’s management, under the supervision and with the participation of its principal executive officer and principal
financial officer, assessed the effectiveness of its internal control over financial reporting as of December 31, 2019 based on the
framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on the Company’s evaluation under the framework in Internal Control - Integrated
Framework (2013), its management concluded that its internal control over financial reporting was effective as of
December 31, 2019.

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Attestation Report of the Independent Registered Public Accounting Firm

The Company’s internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, an
independent registered public accounting firm that audited the Company’s consolidated financial statements included in this 2019
Form 10-K, as stated in the attestation report which is included in Item 8. Financial Statements and Supplementary Data, Reports
of Independent Registered Public Accounting Firm.

ITEM 9B. OTHER INFORMATION

None.

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Ethics

PART III

The Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer, principal
accounting officer, and persons performing similar functions. A copy of the Code of Ethics is available on the Company’s website
at http://www.cardtronics.com, and you may also request a copy of the Code of Ethics at no cost, by writing or telephoning at the
following: Cardtronics plc, Attention: General Counsel, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas
77042, (832) 308-4000. The Company intends to disclose any amendments to or waivers of the Code of Ethics on behalf of its
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and persons performing similar functions on its website
at http://www.cardtronics.com promptly following the date of any such amendment or waiver.

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 10 the remaining
information required by this Item 10 from the information to be disclosed in its definitive proxy statement for its 2020 Annual
Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 11 the information to

be disclosed in its definitive proxy statement for its 2020 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 12 the information to

be disclosed in its definitive proxy statement for its 2020 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 13 the information to

be disclosed in its definitive proxy statement for its 2020 Annual Meeting of Shareholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Pursuant to General Instruction G of Form 10-K, the Company incorporates by reference into this Item 14 the information to

be disclosed in its definitive proxy statement for its 2020 Annual Meeting of Shareholders.

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1. Consolidated Financial Statements

PART IV

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the Year Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Shareholders’ Equity for the Year Ended December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows for the Year Ended December 31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements

Page
71
74
75

76
77
78
79

2. Financial Statement Schedules

All schedules are omitted because they are either not applicable or required information is reported in the consolidated financial
statements or notes thereto.

3. Index to Exhibits

The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are reflected in the Index to Exhibits
accompanying this 2019 Form 10-K.

ITEM 16. FORM 10-K SUMMARY

None.

Index to Exhibits

Exhibit Number
2.1

Description
Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., Cardtronics Group
Limited, CATM Merger Sub LLC and CATM Holdings LLC (incorporated herein by reference to Annex A
of the Registration Statement on Form S-4, filed by Cardtronics plc on April 27, 2016, File No. 333-210955).

3.1

4.1

4.2

4.3

4.4

4.5

Articles of Association of Cardtronics plc (incorporated herein by reference to Exhibit 3.1 of the Current
Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Indenture, dated as of April 4, 2017, by and among Cardtronics, Inc., Cardtronics USA, Inc., the subsidiary
guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics,
Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notes due 2025 (incorporated herein by reference to Exhibit
4.1 of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5, 2017, File No. 001-37820).
First Supplemental Indenture, dated as of April 28, 2017, by and among Cardtronics, Inc. Cardtronics USA
Inc., Cardtronics plc, the subsidiary guarantors names therein and Wells Fargo Bank, National Association,
as trustee, relating to Cardtronics, Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notes due
2025 (incorporated herein by reference to Exhibit 4.2 of the Annual Report on Form 10-K, filed by
Cardtronics, Inc. on February 28, 2018).
Form of 5.5% Senior Note due 2025 (incorporated herein by reference to Exhibit 4.2 (included in Exhibit
4.1) of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5, 2017, File No. 001-37820).

Indenture, dated as of November 25, 2013, by and among Cardtronics, Inc. and Wells Fargo Bank, National
Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due 2020 (incorporated
herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on November
26, 2013, File No. 001-33864).

First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronics plc and
Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior
Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed
by Cardtronics plc on July 1, 2016, File No. 001-37820).

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Exhibit Number
4.6

Description
Form of 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit A of Exhibit
4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on November 26, 2013, File No. 001-33864).

4.7

4.8*

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

Form of Class A ordinary share certificate for Cardtronics plc (incorporated herein by reference to Exhibit
4.3 of the Current Report on Form 8-K, filed by Cardtronics plc. on July 1, 2016, File No. 001-37820).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Second Amended and Restated Credit Agreement, dated as of November 19, 2018, by and among Cardtronics
plc, the other Obligors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan
Europe Limited, as Alternative Currency Agent, Bank of America, N.A., Barclays Bank plc and Wells Fargo
Bank, N.A. as co-Syndication Agents and Capital One, N.A. and Compass Bank, as co-Documentation
Agents, and the lenders party thereto.(incorporated herein by reference to Exhibit 10.1 of the Current Report
on Form 8-K, filed by Cardtronics plc on November 19, 2018, File No. 001-37820).

First Amendment to Second Amended and Restated Credit Agreement, dated September 19, 2019, by and
among Cardtronics plc, the other Obligors party thereto, JPMorgan Chase Bank, N.A., as administrative
agent (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by
Cardtronics plc on September 20, 2019, File No. 001-37820).
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit
10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch
(incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics
plc on November 1, 2016, File No. 001-37820).
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by
reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016,
File No. 001-37820).
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics
plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 of the
Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics
plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein
by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1,
2016, File No. 001-37820).
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics
plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit
10.6 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit
10.7 of the Current Report on Form 8-K, filed by Cardtronics plc. on November 1, 2016, File No. 001-37820).
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch
(incorporated herein by reference to Exhibit 10.8 of the Current Report on Form 8-K, filed by Cardtronics
plc on October 26, 2016, File No. 001-37820).
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by
reference to Exhibit 10.9 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016,
File No. 001-37820).
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit
10.10 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch
(incorporated herein by reference to Exhibit 10.11 of the Current Report on Form 8-K, filed by Cardtronics
plc on November 1, 2016, File No. 001-37820).
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among
Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by
reference to Exhibit 10.12 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1,
2016, File No. 001-37820).

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Exhibit Number
10.15†

10.16†

10.17†

10.18†

10.19†

10.20†

10.21†

10.22†

10.23†

10.24†

10.25†

10.26†

10.27†

10.28†*

10.29†

10.30†

10.31†

10.32†

Description
Form of Deed of Indemnity of Cardtronics plc, entered into by each director of Cardtronics plc and each of
the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia, Dilshad Kasmani,
Todd Ruden, Jonathan Simpson-Dent and Roger Craig (incorporated herein by reference to Exhibit 10.21
of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 28, 2017, File No. 001-33864).
Form of Indemnification Agreement of Cardtronics, Inc., entered into by each director of Cardtronics plc
and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia and
David Dove (incorporated herein by reference to Exhibit 10.7 of the Current Report on Form 8-K, filed by
Cardtronics plc on July 1, 2016, File No. 001-37820).

2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001 (incorporated herein
by reference to Exhibit 10.21 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January
20, 2006, File No. 333-131199).

Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of January
30, 2004 (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-4, filed
by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).

Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June
23, 2004 (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-4, filed
by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).

Amendment No. 3 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of May 9,
2006 (incorporated herein by reference to Exhibit 10.38 of Post-effective Amendment No. 1 to the Registration
Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).

Amendment No. 4 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of August
22, 2007 (incorporated herein by reference to Exhibit 10.39 of Post-effective Amendment No. 1 to the
Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).

Amendment No. 5 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of November
26, 2007 (incorporated herein by reference to Exhibit 10.40 of Post-effective Amendment No. 1 to the
Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).

Third Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by Cardtronics plc, effective
July 1, 2016) (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by
Cardtronics plc on July 1, 2016, File No. 001-37820).

Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Third Amended and Restated 2007
Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K,
filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Third Amended and Restated
2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form
8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Third Amended and
Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 of Current Report on
Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Form of Equity Restricted Stock Unit Agreement (Performance Based) pursuant to the Third Amended and
Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Current Report
on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Fourth Amended and Restated 2007 Stock Incentive Plan (adopted by Cardtronics plc on January 18, 2019
and incorporated herein by reference to Exhibit 10.35 of the Annual Report on Form 10-K, filed by Cardtronics
plc on February 28, 2019).

Form of Stock Option Award Agreement pursuant to the Fourth Amended and Restated 2007 Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by
Cardtronics plc on May 2, 2019, File No. 001-37820).

Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Fourth Amended and Restated 2007
Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-
Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820

Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Fourth Amended and Restated
2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form
10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
Form of Restricted Stock Unit Agreement (Market-Based) pursuant to the Fourth Amended and Restated
2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form
10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).

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Exhibit Number

Description
Form of Restricted Stock Unit Agreement (Special) pursuant to the Third Amended and Restated 2007 Stock
Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q, filed
by Cardtronics plc on May 2, 2019, File No. 001-37820).

10.33†

10.34†

10.35
10.36

10.37†*

10.38†

10.39†

10.40†

10.41†

10.42†

10.43†

10.44†

10.45†

10.46†

10.47†*

10.48†

10.49†*

10.50†

10.51†

10.52†*

10.53†*

Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Fourth Amended and
Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 of Quarterly Report
on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).

Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Fourth Amended and Restated
2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form
10-Q, filed by Cardtronics plc on August 1, 2019, File No. 001-37820).
Deed of Assumption, dated July 1, 2016, executed by Cardtronics plc (incorporated herein by reference to
Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).

Form Annual Executive Cash Incentive Plan (incorporated herein by reference to Exhibit) 10.60 of the Annual
Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).

Cardtronics, Inc. 2013 Long Term Incentive Plan, dated March 29, 2013 (incorporated herein by reference
to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 4, 2013, File No.
001-33864).
Cardtronics, Inc. 2014 Long Term Incentive Plan, dated March 27, 2014 (incorporated herein by reference
to Exhibit 99.3 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 2, 2014, File No.
001-33864).
Cardtronics, Inc. 2015 Long Term Incentive Plan, dated March 24, 2015 (incorporated herein by reference
to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 30, 2015, File No.
001-33864).
Cardtronics, Inc. 2016 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the
Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016 File No. 001-33864).
Cardtronics, Inc. 2016 Annual Bonus Pool Allocation Plan (incorporated by reference to Exhibit 10.1 of the
Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, File No. 001-33864).

Amended and Restated Employment Agreement by and between Cardtronics plc and Edward H. West, dated
as of December 6, 2017 (incorporated herein by reference to Exhibit 10.01 of the Current Report on Form
8-K, filed by Cardtronics, Inc. on December 11, 2017, File No. 001-33864).

Employment Agreement by and between Cardtronics plc and Gary W. Ferrera, dated effective as of November
28, 2017 (incorporated herein by reference to Exhibit 10.51 of the Annual Report on Form 10-K, filed by
Cardtronics plc on February 28, 2018).

Amendment to Employment agreement, dated July 31, 2019, by and between Cardtronics plc and Gary W.
Ferrera (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed by
Cardtronics plc on August 1, 2019, File No. 001-37820).
Employment Agreement by and between Cardtronics USA, Inc. and Paul Gullo, dated effective as of May
14, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by
Cardtronics plc on August 2, 2018).

Amendment to Employment agreement, dated October 31, 2019, by and between Cardtronics plc and Paul
Gullo.

Employment agreement by and between Cardtronics USA, Inc. and Dan Antilley, dated effective as of October
9, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by
Cardtronics plc on November 1, 2018).

Amendment to Employment agreement, dated February 13th 2020, by and between Cardtronics plc and Dan
Antilley.

Employment agreement by and between Cardtronics USA, Inc. and Brian Bailey, dated effective as of October
10, 2018 (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by
Cardtronics plc on November 1, 2018).

Employment agreement by and between Cardtronics USA, Inc. and Stuart Mackinnon, dated effective as of
October 9, 2018 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q,
filed by Cardtronics plc on November 1, 2018).

Amendment to Employment agreement, dated February 13th, 2020, by and between Cardtronics plc and
Stuart Mackinnon.
Employment agreement by and between Cardtronics USA, Inc. and J. Brad Nolan, dated October 9, 2018.
(incorporated herein by reference to Exhibit 10.58 of the Annual Report on Form 10-K, filed by
Cardtronics plc on February 28, 2019).

137

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Exhibit Number
10.54†*

Description
Employment agreement by and between Cardtronics USA, Inc. and Geri R. House, dated October 9, 2018.
(incorporated herein by reference to Exhibit 10.59 of the Annual Report on Form 10-K, filed by Cardtronics
plc on February 28, 2019).

10.55†*

Employment agreement by and between Cardtronics USA, Inc. and Aimie Killeen dated February 24, 2019.
(incorporated herein by reference to Exhibit 10.60 of the Annual Report on Form 10-K, filed by Cardtronics
plc on February 28, 2019).

10.56*

10.57

10.58*

21.1*

23.1*

31.1*

31.2*

32.1*

Employment Agreement by and between Cardtronics UK Limited and Marc Terry, dated as of August 21,
2019.

Employment agreement by and between Cardtronics USA, Inc. and Paul Wilmore dated March 22, 2019
(incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Cardtronics plc
on May 2, 2019, File No. 001-37820).

Employment agreement by and between Cardtronics USA, Inc. and Carter Hunt, dated effective as of January
16, 2020.
Subsidiaries of Cardtronics plc.

Consent of Independent Registered Public Accounting Firm KPMG LLP.

Certification of the Chief Executive Officer of Cardtronics plc pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.

Certification of the Chief Financial Officer of Cardtronics plc pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer of Cardtronics plc pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

† Management contract or compensatory plan or arrangement.

138

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on
March 2, 2020.

Cardtronics plc

/s/ Edward H. West
Edward H. West
Chief Executive Officer and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant in the capacities indicated on March 2, 2020.

Signature

/s/ Edward H. West
Edward H. West

/s/ Gary W. Ferrera
Gary W. Ferrera

/s/ Paul A. Gullo
Paul A. Gullo

/s/ Mark Rossi
Mark Rossi

/s/ Juli Spottiswood
Juli Spottiswood

/s/ Jorge M. Diaz
Jorge M. Diaz

/s/ G. Patrick Phillips
G. Patrick Phillips

/s/ Julie Gardner
Julie Gardner

/s/ Warren Jenson
Warren Jenson

/s/Douglas Braunstein
Douglas Braunstein

Title

Chief Executive Officer and Director

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)

Chief Accounting Officer

(Principal Accounting Officer)

Chairman of the Board of Directors

Director

139