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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the quarterly period endedMarch 31, 2021
  
or
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 
For the transition period from    to
Commission File Number: 001-37820
________________________________________
Cardtronics plc
(Exact name of registrant as specified in its charter)
England and Wales98-1304627
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

2050 West Sam Houston Parkway South, Suite 130077042
HoustonTexas(Zip Code)
(Address of principal executive offices) 

Registrant’s telephone number, including area code: (832) 308-4000
Title of each classTrading Symbol(s)Name of each exchange on which registered
 Ordinary Shares, nominal value $0.01 per share CATMNASDAQ Stock Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,’’ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Shares outstanding as of May 5, 2021: 45,265,702 Ordinary shares, nominal value $0.01 per share.

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CARDTRONICS PLC
TABLE OF CONTENTS
 Page
  
 
 
 
   
 
 
When we refer to “us,” “we,” “our,” “ours,” “the Company,” or “Cardtronics,” we are describing Cardtronics plc and/or our subsidiaries unless the context indicates otherwise.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CARDTRONICS PLC
CONSOLIDATED BALANCE SHEETS
(In thousands, excluding share and per share amounts)
March 31, 2021December 31, 2020
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$197,363 $174,242 
  Accounts and notes receivable94,775 96,902 
Less: Allowance for credit losses(7,005)(7,035)
Accounts and notes receivable, net87,770 89,867 
Inventory, net6,210 6,598 
Restricted cash141,859 137,353 
Prepaid expenses, deferred costs, and other current assets50,338 53,953 
Total current assets483,540 462,013 
Property and equipment, net of accumulated depreciation of $657,069 and $637,835 as of March 31, 2021 and December 31, 2020, respectively
412,861 429,842 
Operating lease assets56,434 60,368 
Intangible assets, net of accumulated amortization of $460,841 and $454,533 as of March 31, 2021 and December 31, 2020, respectively
75,250 84,629 
Goodwill760,811 759,102 
Deferred tax assets, net17,774 17,382 
Prepaid expenses, deferred costs, and other noncurrent assets23,188 18,109 
Total assets$1,829,858 $1,831,445 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$5,000 $5,000 
Current portion of other long-term liabilities51,744 64,799 
Accounts payable46,053 39,901 
Accrued liabilities373,015 366,285 
Total current liabilities475,812 475,985 
Long-term liabilities:
Long-term debt772,693 773,177 
Asset retirement obligations56,859 56,973 
Deferred tax liabilities, net55,471 51,484 
Operating lease liabilities53,681 56,683 
Other long-term liabilities21,886 37,727 
Total liabilities1,436,402 1,452,029 
Commitments and contingencies (See Note 13)
Shareholders' equity:
Ordinary shares, $0.01 nominal value; 45,255,680 and 44,539,433 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively
453 445 
Additional paid-in capital333,596 343,042 
Accumulated other comprehensive loss, net(76,062)(93,731)
Retained earnings135,568 129,693 
Total parent shareholders' equity393,555 379,449 
Noncontrolling interests(99)(33)
Total shareholders’ equity393,456 379,416 
Total liabilities and shareholders’ equity$1,829,858 $1,831,445 
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, excluding share and per share amounts)
(Unaudited)
 Three Months Ended
March 31,
 20212020
Revenues:  
ATM operating revenues$255,018 $291,799 
ATM product sales and other revenues12,816 14,803 
Total revenues 267,834 306,602 
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c))
150,803 193,630 
Cost of ATM product sales and other revenues8,796 12,092 
Total cost of revenues159,599 205,722 
Operating expenses:
Selling, general, and administrative expenses42,909 42,378 
   Restructuring expenses1,692 1,209 
 Acquisition related expenses1,440  
   Depreciation and accretion expense32,285 32,211 
   Amortization of intangible assets6,086 8,413 
 Loss on disposal and impairment of assets353 921 
Total operating expenses84,765 85,132 
Income from operations23,470 15,748 
Other expenses:
   Interest expense, net10,761 6,421 
   Amortization of deferred financing costs and note discount1,043 3,486 
   Other expenses, net2,842 3,829 
Total other expenses14,646 13,736 
Income before income taxes8,824 2,012 
Income tax expense (benefit)2,951 (3,737)
Net income5,873 5,749 
Net loss attributable to noncontrolling interests(3)(6)
Net income attributable to controlling interests and available to common shareholders$5,876 $5,755 
Net income per common share – basic$0.13 $0.13 
Net income per common share – diluted$0.13 $0.13 
Weighted average shares outstanding – basic44,959,960 44,729,824 
Weighted average shares outstanding – diluted45,609,764 45,741,261 
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 Three Months Ended
March 31,
 20212020
Net income$5,873 $5,749 
Unrealized gain (loss) on interest rate derivative contracts, net of deferred income tax expense of $4,610 and benefit of $12,103 for the three months ended March 31, 2021 and 2020, respectively
15,064 (39,842)
Foreign currency translation adjustments, net of deferred income tax expense of $238 and benefit of $561 for the three months ended March 31, 2021 and 2020, respectively
2,605 (19,620)
Other comprehensive income (loss)17,669 (59,462)
Total comprehensive income (loss)23,542 (53,713)
Less: Comprehensive (loss) income attributable to noncontrolling interests(66)35 
Comprehensive income (loss) attributable to controlling interests$23,608 $(53,748)
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 
(In thousands)
(Unaudited)



Three Months Ended March 31, 2021
Common SharesAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss, Net
Retained
Earnings
Noncontrolling
Interests
SharesAmountTotal
Balance as of December 31, 202044,539 $445 $343,042 $(93,731)$129,693 $(33)$379,416 
Issuance of common shares for share-based compensation, net of forfeitures717 8 760 — — — 768 
Share-based compensation expense— — 4,258 — — — 4,258 
Tax payments related to share-based compensation— — (14,464)— — — (14,464)
Unrealized gain on interest rate derivative contracts, net of deferred income tax expense of $4,610
— — — 15,064 — — 15,064 
Net income attributable to controlling interests— — — — 5,876 — 5,876 
Net loss attributable to noncontrolling interests— — — — — (3)(3)
Foreign currency translation adjustments, net of deferred income tax expense of $238
— — — 2,605 (1)(63)2,541 
Balance as of March 31, 202145,256 $453 $333,596 $(76,062)$135,568 $(99)$393,456 




Three Months Ended March 31, 2020
Common SharesAdditional Paid-In CapitalAccumulated Other Comprehensive Loss, NetRetained EarningsNoncontrolling Interests
SharesAmountTotal
Balance as of December 31, 201944,676 $447 $332,109 $(77,887)$125,763 $(106)$380,326 
Cumulative effect of change in accounting principle— — — — (1,871)— (1,871)
Issuance of common shares for share-based compensation, net of forfeitures286 3 271 — — — 274 
Share-based compensation expense— — 5,193 — — — 5,193 
Tax payments related to share-based compensation— — (5,515)— — — (5,515)
Repurchase of common shares(506)(5)(3,530)— (13,338)— (16,873)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $12,103
— — — (39,842)— (39,842)
Net income attributable to controlling interests— — — — 5,755 — 5,755 
Net loss attributable to noncontrolling interests— — — — — (6)(6)
Foreign currency translation adjustments, net of deferred income tax benefit of $561
— — — (19,620)(3)41 (19,582)
Balance as of March 31, 202044,456 $445 $328,528 $(137,349)$116,306 $(71)$307,859 

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






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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands)
(Unaudited)
 Three months ended March 31,
 20212020
Cash flows from operating activities:  
Net income$5,873 $5,749 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation, accretion, and amortization of intangible assets38,371 40,624 
Amortization of deferred financing costs and note discount1,043 3,486 
Share-based compensation expense4,258 5,193 
Deferred income tax (benefit) expense(780)9,602 
Loss on disposal and impairment of assets353 921 
Other reserves and non-cash items3,311 4,361 
Changes in assets and liabilities:
Decrease in accounts and notes receivable, net2,129 3,171 
Decrease (increase) in prepaid expenses, deferred costs, and other current assets2,992 (11,645)
Decrease (increase) in inventory, net177 (1,454)
Decrease in other assets2,946 3,866 
Increase (decrease) in accounts payable6,122 (8,813)
Increase (decrease) in restricted cash liabilities4,346 (39,871)
Increase (decrease) in accrued liabilities5,371 (11,209)
Decrease in other liabilities(7,160)(2,861)
Net cash provided by operating activities69,352 1,120 
Cash flows from investing activities:
Additions to property and equipment(16,246)(18,429)
Net cash used in investing activities(16,246)(18,429)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility 731,862 
Repayments of borrowings under revolving credit facility (144,754)
Repayments of term loan facility(1,250) 
Tax payments related to share-based compensation(14,464)(5,515)
Proceeds from exercises of stock options760 293 
Repurchase of common shares (16,873)
Payment of contingent consideration(9,193) 
Other financing activities (36) 
Net cash (used in) provided by financing activities(24,183)565,013 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(1,296)(6,649)
Net increase in cash, cash equivalents, and restricted cash27,627 541,055 
Cash, cash equivalents, and restricted cash as of beginning of period311,595 117,469 
Cash, cash equivalents, and restricted cash as of end of period$339,222 $658,524 
Supplemental disclosure of cash flow information:
Cash paid for interest$6,628 $1,992 
Cash paid for income taxes, net$5,881 $2,666 
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) General and Basis of Presentation
(a) General
Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company” or “Cardtronics”), provides convenient automated financial related services to consumers through its global network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). The Company is the world’s largest ATM owner/operator, providing services in North America, Europe and Africa, and Australia and New Zealand. The Company evaluates, oversees and manages the financial performance of the business through these three operating segments, further described in Note 15. Segment Information.
The Company’s revenues are generally recurring in nature and historically have been derived primarily from convenience transaction fees (or "surcharge"), which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable electronic funds transfer ("EFT") network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees from financial institutions that participate in the Company's Allpoint network ("Allpoint"), the largest retail-based surcharge-free ATM network (based on the number of participating ATMs), (ii) fees for bank-branding ATMs and providing financial institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services solutions and transaction processing services to retailers and financial institutions, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion ("DCC"), and (v) revenues from the sale of ATMs, ATM-related equipment and other ancillary services.

On January 25, 2021, the Company entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash (the “NCR Transaction”). This followed the Company's delivery of a notice to terminate its previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P., dated as of December 15, 2020, pursuant to which the Company would have been acquired by Catalyst for $35.00 per share in cash, in accordance with the terms of such agreement. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals. Cardtronics shareholders approved the transaction on May 7, 2021. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. During the three months ended March 31, 2021, the Company incurred $1.4 million of costs related to the proposed acquisition of the Company, including legal and professional fees, and certain other administrative expenses presented in the Acquisition related expenses line on the Consolidated Statements of Operations.
(b) Basis of Presentation
This Quarterly Report on Form 10-Q (this “Form 10-Q”) has been prepared pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission (“SEC”) applicable to interim financial information. As this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the U.S. (“U.S. GAAP” or “GAAP”), although the Company believes that the disclosures are adequate to make the information not misleading. This Form 10-Q should be read along with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.
All normal recurring adjustments necessary for a fair presentation of the Company’s interim and prior period results have been made. The results of operations for the three months ended March 31, 2021 and 2020 are not necessarily indicative of results of operations that may be expected for any other interim period or for the full fiscal year.
The unaudited interim financial statements include the accounts of the Company. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority (95.7%) interest in, and realizes a majority of the earnings and/or losses of, Cardtronics Mexico, S.A. de C.V.; thus this entity is reflected as a consolidated subsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests.
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The preparation of the unaudited interim financial statements to conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this Form 10-Q and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and these differences could be material to the financial statements.
(c) Cost of ATM Operating Revenues Presentation 
The Company presents the Cost of ATM operating revenues in the Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets.
The following table reconciles the amounts excluded from the Cost of ATM operating revenues line in the Consolidated Statements of Operations to total depreciation, accretion, and amortization of intangible assets included in the Consolidated Statement of Operations for the periods presented:
Three Months Ended
March 31,
20212020
(In thousands)
Depreciation and accretion expenses related to ATMs and ATM-related assets $25,875 $22,781 
Amortization of intangible assets6,086 8,413 
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues31,961 31,194 
Depreciation and accretion expense included in Selling, general, and administrative expenses
6,410 9,430 
Total depreciation, accretion and amortization of intangible assets
$38,371 $40,624 

(d) Restructuring Expenses
During the three months ended March 31, 2021, the Company continued certain corporate reorganization and cost reduction initiatives that began in 2020, partly in response to the impacts of the COVID-19 pandemic (the "Pandemic"). In the three months ended March 31, 2021 and 2020, the Company incurred $1.7 million and $1.2 million, respectively, of pre-tax expenses related to these activities that primarily included facility closures, workforce reductions and other related charges.
The following table reflects the amounts recorded in the Restructuring expenses line in the Consolidated Statements of Operations for the periods presented:
 Three Months Ended
March 31,
 20212020
 (In thousands)
Europe & Africa$1,549 $1,000 
Corporate143 209 
Total$1,692 $1,209 

The costs incurred in Europe & Africa for the three months ended March 31, 2021 and 2020 included facility related costs consisting of non-cash asset write-offs and accelerated lease expenses as well as amounts pertaining to workforce reductions, primarily in the U.K. The costs incurred in Corporate for the three months ended March 31, 2021 included amounts pertaining to workforce reductions and the costs incurred in Corporate for the three months ended March 31, 2020 primarily consisted of professional fees. The restructuring liability balances as of March 31, 2021 and 2020 were $1.6 million and $0.6 million, respectively. The restructuring liability balance as of December 31, 2020 was $2.2 million.
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(e) Cash, Cash Equivalents, and Restricted Cash
For purposes of reporting financial condition, cash and cash equivalents include cash in bank and short-term deposit accounts and physical cash. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a liability. Restricted cash primarily consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. Restricted cash in current assets is offset by a corresponding liability balance in the Accrued liabilities line in the Consolidated Balance Sheets. The changes in the settlement liabilities corresponding to the changes in the balance of restricted cash during the three months ended March 31, 2021 and 2020 are presented in the Consolidated Statements of Cash Flows within the Increase (decrease) in restricted cash liabilities line.
The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as of March 31, 2021 and 2020, corresponding with the balances in the Consolidated Statements of Cash Flows.
 Three Months Ended
March 31,
 20212020
 (In thousands)
Cash and cash equivalents$197,363 $613,728 
Restricted cash141,859 44,796 
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows$339,222 $658,524 

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

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

For the three months ended March 31, 2021 and 2020, the Company assessed the likelihood of collection of its receivables utilizing historical loss rates and current market conditions that included the estimated impact of the global COVID-19 pandemic. The Company recorded an insignificant provision for estimated credit losses during the three months ending March 31, 2021 and a provision of $0.9 million during the three months ending March 31, 2020.
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(g) Inventory
The Company’s inventory is determined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts the carrying values to the lower of cost or net realizable value.
The following table reflects the Company’s primary inventory components:
 March 31, 2021December 31, 2020
 (In thousands)
ATMs$1,563 $1,837 
ATM spare parts and supplies6,320 6,525 
Total inventory7,883 8,362 
Less: Inventory reserves(1,673)(1,764)
Inventory, net$6,210 $6,598 
(h) Warrants

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

The note hedge terminated upon the maturity of the Convertible Notes in 2020. The 2.2 million warrants that remain outstanding as of March 31, 2021 have a strike price of $73.29 and expire incrementally on a series of expiration dates through August 30, 2021.
If the share price of the Company's stock remains below the strike price of the warrants, Cardtronics plc’s shareholders will not experience any dilution; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, Cardtronics plc would be required to, at the Company’s election, (i) issue additional shares to the warrant holders or (ii) settle the difference between the price of the shares and the strike price of the warrants in cash to the warrant holders.
(2) New Accounting Pronouncements

Adoption of New Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intra-period allocations and calculating income taxes in interim periods. The ASU also adds guidance intended to reduce complexity in certain areas, including recognizing deferred taxes for certain changes in the tax basis of goodwill and allocating taxes to members of a consolidated group. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on the Company's financial statements.
In October 2020, FASB issued ASU 2020-10, Codification Improvements, which clarifies application of guidance to a wide variety of topics in the Accounting Standard Codification. The guidance also includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to disclose information in the notes to the financial statements is codified in the disclosure section of the respective codification and to clarify guidance so that entities can apply guidance more consistently where the original guidance may have been unclear. The ASU is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this ASU did not have a material impact on the Company's financial statements.
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In January 2021, the Financial Accounting Standards Board ("FASB") issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which serves to clarify the scope of Topic 848 to explicitly include derivative instruments both directly and indirectly impacted by the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR") (collectively, "reference rate reform") and to allow certain practical expedients to be applied to derivative instruments indirectly impacted by reference rate reform. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of this guidance has had no impact on the consolidated financial statements as the Company has not yet modified any of the existing contracts in response to the reference rate reform. The impact of this ASU will ultimately depend on the terms of any future contract modifications related to a change in reference rate, including potential future modifications to the Company's debt facilities, vault cash agreements and cash flow hedges.
Accounting Pronouncements Issued But Not Yet Adopted
Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its consolidated financial statements.
(3) Revenue Recognition
Disaggregated Revenues
The following tables detail the revenues of the Company’s reportable segments disaggregated by financial statement line and component of revenue:
 Three Months Ended March 31, 2021
 (In thousands)
 North AmericaEurope & AfricaAustralia & New ZealandEliminationsConsolidated
Surcharge revenues$61,452 $16,734 $15,203 $ $93,389 
Interchange revenues32,160 34,135   66,295 
Bank-branding and surcharge-free network revenues61,309 280   61,589 
Managed services and processing revenues28,038 1,686 4,509 (488)33,745 
Total ATM operating revenues182,959 52,835 19,712 (488)255,018 
ATM product sales and other revenues9,086 3,243 487  12,816 
Total revenues$192,045 $56,078 $20,199 $(488)$267,834 


 Three Months Ended March 31, 2020
 (In thousands)
 North AmericaEurope & AfricaAustralia & New ZealandEliminationsConsolidated
Surcharge revenues$81,977 $32,596 $15,945 $ $130,518 
Interchange revenues31,610 44,825   76,435 
Bank-branding and surcharge-free network revenues54,538 347   54,885 
Managed services and processing revenues25,116 2,190 4,307 (1,652)29,961 
Total ATM operating revenues193,241 79,958 20,252 (1,652)291,799 
ATM product sales and other revenues12,756 1,942 105  14,803 
Total revenues$205,997 $81,900 $20,357 $(1,652)$306,602 

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As presented, certain prior year revenue amounts have been reclassified to ensure consistency with the current year presentation and management's current views concerning the classification of revenues related to managed services and processing arrangements. The reclassified amounts previously presented as Managed services and processing revenues were reclassified as Surcharge revenues and Bank-branding and surcharge-free network revenues, respectively, in the North America segment, and amounts previously presented as Interchange revenues were reclassified as Managed services and processing revenues in the Europe & Africa and Australia & New Zealand segments. The Company determined that these reclassifications are not material to the previously reported financial statements.
Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recorded in the ATM operating revenues and ATM product sales and other revenues lines in the Consolidated Statements of Operations.
The Company presents revenues from automated consumer financial services, bank-branding and surcharge-free network offerings, managed services and other services in the ATM operating revenues line in the Consolidated Statements of Operations. ATM operating revenues are recognized (i) as the associated transactions are processed or (ii) on a monthly basis on a per ATM or per cardholder basis. When customer contracts provide for up-front fees that do not pertain to a distinct performance obligation, the fees are recognized over the term of the underlying agreement on a straight-line basis.
The Company’s bank-branding, surcharge-free network and managed services arrangements result in the Company providing a series of distinct services that have similar patterns of transfer to the customer. As a result, these arrangements create performance obligations that are satisfied over-time (generally 3-5 years) for which the Company has a right to consideration that corresponds directly with the value of the Company’s performance completed to date. In conjunction with these arrangements, the Company recognizes revenue in the amount that it has a right to receive. Variable consideration may exist in these arrangements and is recognized only to the extent a significant reversal is not probable.
The Company presents revenues from other product sales and services in the ATM product sales and other revenues line in the Consolidated Statements of Operations. The Company earns revenues from the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenues related to these activities are recognized when ownership of the equipment is transferred to the customer. With respect to the sale of ATMs to Value-Added-Resellers (“VARs”), the Company recognizes revenues related to such sales when ownership of the equipment is transferred to the VARs.
Due to the transactional nature of the Company’s revenue, there are no significant judgments that affect the determination of the amount and timing of its revenues. See the 2020 Form 10-K for further information on the components of the Company's revenues.
Contract Balances
As of March 31, 2021, the Company has recognized no significant contract assets. Contract liabilities totaled $7.6 million and $8.1 million at March 31, 2021 and December 31, 2020, respectively. These amounts represent deferred revenues for advance consideration received primarily in relation to bank-branding and surcharge-free network arrangements. The revenue recognized during the three months ended March 31, 2021 and 2020 on previously deferred revenues was not significant. The Company expects to recognize the revenue associated with its contract liabilities ratably over various periods generally extending over the next 36 months.
(4) Share-based Compensation 
The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company's share price on the date of the grant.
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The following table reflects the total share-based compensation expense amounts reported in the Consolidated Statements of Operations:
 Three Months Ended
March 31,
 20212020
 (In thousands)
Cost of ATM operating revenues $258 $545 
Selling, general, and administrative expenses 4,000 4,648 
Total share-based compensation expense $4,258 $5,193 
Restricted Stock Units. The Company grants restricted stock units (“RSUs”) under its Long-Term Incentive Plan (“LTIP”), which is an annual equity award program under the Fourth Amended and Restated 2007 Stock Incentive Plan. The ultimate number of RSUs that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors, based on the Company’s achievement of previously specified performance levels at the end of the associated performance period. RSU grants are service-based (“Time-RSUs”), performance-based (“Performance-RSUs”), or market-based (“Market-Based-RSUs”). Each is recognized ratably over the associated service period. For Time-RSUs and Market-Based-RSUs, the Company recognizes the related compensation expense based on the grant date fair value. The grant date fair value of the Time-Based RSUs is the Company's closing stock price on the date of grant while the grant date fair value of the Market-Based-RSUs is derived from a Monte Carlo simulation. For Performance-RSUs, the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met.
Time-RSUs are convertible into the Company’s common shares upon passage of the annual graded vesting periods, which begin on the date of grant and extend 3-4 years. Performance-RSUs and Market-Based-RSUs will be earned to the extent the Company achieves the associated performance-based or market-based vesting conditions and these awards are convertible into the Company’s common shares after the passage of the vesting periods which extend 3-4 years from the grant date. Although Performance-RSUs and Market-Based-RSUs are not considered to be earned and outstanding until the vesting conditions are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier). RSUs may also be granted outside of LTIPs, with or without performance-based vesting requirements.
The number of the Company’s earned non-vested RSUs as of March 31, 2021 and December 31, 2020, and changes during the three months ended March 31, 2021, are presented below:
 Number of SharesWeighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 20201,075,359 $25.41 
Granted 408,336 29.17 
Vested (1,035,982)24.65 
Forfeited(3,282)29.19 
Non-vested RSUs as of March 31, 2021444,431 $30.61 
The above table only includes earned RSUs. Performance-RSUs and Market-Based-RSUs that are not yet earned are not included. The number of unearned Performance-RSUs granted at the target threshold in 2021, net of actual forfeitures, was 58,013 units with a grant date fair value of $38.79 per unit. The number of unearned Market-Based-RSUs granted in 2021, net of actual forfeitures, was 58,007 units with a grant date fair value of $38.79 per unit. The number of unearned Performance-RSUs granted in 2020, net of actual forfeitures, was 204,374 units with a grant date fair value of $23.45 per unit. The number of unearned Market-Based-RSUs granted at the target in 2020, net of actual forfeitures, was 187,809 units with a grant date fair value of $30.48 per unit. The number of unearned Performance-RSUs granted at the target in 2019, net of actual forfeitures, was 108,498 units with a grant date fair value of $33.68 per unit. The number of unearned Market-Based-RSUs granted in 2019, net of actual forfeitures, was 108,424 units with a grant date fair value of $49.06 per unit. Time-RSUs are included in the listing of earned and outstanding RSUs when granted.
As of March 31, 2021, the unrecognized compensation expense associated with earned RSUs was $12.2 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of 2.07 years. 
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Options. The number of the Company’s outstanding stock options as of March 31, 2021 and December 31, 2020, and changes during the three months ended March 31, 2021, are presented below:
 Number of SharesWeighted Average Exercise Price
Options outstanding as of December 31, 2020584,465 $23.96 
Granted  
Exercised(91,299)24.76 
Forfeited  
Options outstanding as of March 31, 2021493,166 $23.81 
Options vested and exercisable as of March 31, 2021292,744 $24.12 
As of March 31, 2021, the unrecognized compensation expense associated with outstanding options was approximately $1.8 million, which will be recognized over the remaining weighted average vesting period of approximately 1.52 years. The weighted average contractual term associated with outstanding options was 8.07 years as of March 31, 2021.
(5) Earnings Per Share
The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net income available to common shareholders) when their impact on net income available to common shareholders is anti-dilutive.
Potentially dilutive securities for the three months ended March 31, 2021 include outstanding stock options, RSUs, and the potentially dilutive effect of outstanding warrants. Potentially dilutive securities for the three months ended March 31, 2020 include outstanding stock options, RSUs, and the potentially dilutive effect of outstanding warrants and shares underlying the 1.00% Convertible Senior Notes and the associated note hedges. The potentially dilutive effect of outstanding warrants, the underlying shares exercisable under the Convertible Notes, and the note hedges were excluded from diluted shares outstanding for the three months ended March 31, 2021 and 2020, as applicable, as the exercise price exceeded the average market price of the Company’s common shares in both periods presented.
The details of the Company's Earnings per Share calculation are as follows:
Three Months Ended March 31,
20212020
(in thousands, excluding share and per share amounts)
Net income available to common shareholders$5,876 $5,755 
Weighted average common basic shares outstanding (for basic calculation)44,959,960 44,729,824 
Dilutive effect of outstanding common stock options and RSUs649,804 1,011,437 
Weighted average common dilutive shares outstanding (for diluted calculation)45,609,764 45,741,261 
Net income per common share - basic$0.13 $0.13 
Net income per common share - diluted$0.13 $0.13 

The computations of diluted earnings per share for the three months ended March 31, 2021 and 2020 exclude approximately 18,000 and 200,000 potentially dilutive common shares, respectively, due to the effect of including these shares in the computation would have been antidilutive.
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(6) Shareholders' Equity
Accumulated Other Comprehensive Loss, net. Accumulated other comprehensive loss, net, is a separate component of Shareholders’ equity in the Consolidated Balance Sheets. The following tables present the changes in the balances of each component of Accumulated other comprehensive loss, net, for the three months ended March 31, 2021:

Foreign Currency Translation Adjustments     Unrealized Losses on Interest Rate Derivative Contracts    Total
 (In thousands)
Total accumulated other comprehensive loss, net as of December 31, 2020$(41,572)
(1)
$(52,159)
(2)
$(93,731)
Other comprehensive income before reclassification2,605 
(3)
6,162 
(4)
8,767 
Amounts reclassified from accumulated other comprehensive loss, net 8,902 
(4)
8,902 
Net current period other comprehensive income2,605 15,064 17,669 
Total accumulated other comprehensive loss, net as of March 31, 2021$(38,967)
(1)
$(37,095)
(2)
$(76,062)

(1)Net of deferred income tax benefit of $2,845 and $3,083 as of March 31, 2021 and December 31, 2020, respectively.
(2)Net of deferred income tax expense of $8,433 and $3,823 as of March 31, 2021 and December 31, 2020, respectively.
(3)Net of deferred income tax expense of $238.
(4)Net of deferred income tax expense of $1,886 and $2,724 for Other comprehensive income (loss) before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the three months ended March 31, 2021. For additional information, see Note 11. Derivative Financial Instruments.

The Company records unrealized gains and losses related to its interest rate derivative contracts, net of taxes, in the Accumulated other comprehensive loss, net line within the Consolidated Balance Sheets. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of ATM operating revenues, Interest expense, net, or Other expenses, net lines in the Consolidated Statements of Operations.
The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related to the interest rate swap contracts in Accumulated other comprehensive loss, net within the Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuation allowance was appropriately released as a tax benefit into continuing operations in 2010 will reverse out of the Accumulated other comprehensive loss, net line within the Consolidated Balance Sheets and into continuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of March 31, 2021, the disproportionate tax effect was $14.7 million.
(7) Intangible Assets 
Goodwill
The Company tests goodwill for impairment annually as of its fiscal year end, or more frequently if events or circumstances indicate goodwill could be impaired. The Company did not identify any impairment indicators associated with its reporting units during the three months ended March 31, 2021.
The following table presents the net carrying amounts of the Company’s goodwill as of March 31, 2021 and December 31, 2020, as well as the changes in the net carrying amounts for the three months ended March 31, 2021, by segment. As of March 31, 2021, the Company held an immaterial amount of indefinite-lived intangible assets. For additional information related to the Company’s segments, see Note 15. Segment Information.
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 North AmericaEurope & AfricaAustralia & New
Zealand
Total
 
(In thousands) 
Goodwill, gross as of December 31, 2020$563,734 $240,151 $152,561 $956,446 
Accumulated impairment loss (7,303)(50,003)(140,038)(197,344)
Goodwill, net as of December 31, 2020556,431 190,148 12,523 759,102 
Foreign currency translation adjustments 1,252 621 (164)1,709 
Goodwill, gross as of March 31, 2021564,986 240,772 152,397 958,155 
Accumulated impairment loss (7,303)(50,003)(140,038)(197,344)
Goodwill, net as of March 31, 2021$557,683 $190,769 $12,359 $760,811 

(8) Accrued Liabilities 
The Company’s accrued liabilities consisted of the following:
 March 31, 2021December 31, 2020
 (In thousands)
Accrued merchant settlement$220,484 $$213,067 
Accrued merchant fees28,503 24,869 
Accrued processing costs15,103 11,676 
Accrued taxes15,744 22,217 
Accrued cash-in-transit11,031 8,549 
Accrued interest9,172 5,537 
Accrued compensation9,156 17,849 
Accrued cash management fees8,647 7,742 
Accrued maintenance8,552 6,513 
Accrued purchases6,446 8,084 
Accrued telecommunications costs1,377 2,011 
Other accrued expenses38,800 38,171 
Total accrued liabilities$373,015 $366,285 

(9) Current and Long-Term Debt 
The Company’s carrying value of current and long-term debt consisted of the following:
 March 31, 2021December 31, 2020
 (In thousands)
   Revolving credit facility due September 2024, including swingline credit facility
$ $ 
Term loan facility due June 2027, net of unamortized discount and capitalized debt issuance costs480,339 480,985 
5.50% Senior notes due May 2025, net of unamortized capitalized debt issuance costs
297,354 297,192 
Total Debt777,693 778,177 
Less: Current portion(5,000)(5,000)
Total Long-Term Debt$772,693 $773,177 

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

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

Financial covenants under the Amended Credit Agreement are determined as of the last day of each fiscal quarter. The Company is required to maintain an Interest Coverage Ratio, as defined in the Amended Credit Agreement, of no less than 3.00 to 1.00. During the Restricted Period, the Amended Credit Agreement provides for adjustments to the Total Net Leverage Ratio covenant as follows: (i) for the fiscal quarter ending March 31, 2021, the Total Net Leverage Ratio shall not exceed 5.50 to 1.0; (ii) for the fiscal quarter ending June 30, 2021, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; and (iii) for the fiscal quarter ending September 30, 2021, the Total Net Leverage Ratio shall not exceed 5.00 to 1.0. For each fiscal quarter ending on or after the end of the Restricted Period, the Company shall not permit the Total Net Leverage ratio to exceed 4.50 to 1.0.
The Amended Credit Agreement requires certain mandatory prepayments if (i) other than as a result of fluctuations in currency exchange rates, revolving credit exposures exceed the total commitments or, solely as a result of fluctuations in currency exchange rates, the revolving credit exposures exceed 105% of the total commitments and (ii) during the Restricted Period, Unencumbered Balance Sheet Cash (as defined in the Amended Credit Agreement) exceeds $100 million for five consecutive business days.
The Company is limited in its ability to make certain payments. Such restricted payments are generally not permitted in the Restricted Period; however, outside of the Restricted Period the Company may generally make such restricted payments so long as no event of default exists at the time of such payment and would not result therefrom and the Total Net Leverage Ratio is equal to or less than 3.75 to 1.00 at the time such restricted payment is made. As of March 31, 2021, the Company was in compliance with all applicable covenants and ratios under the Amended Credit Agreement.

The Amended Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, (iv) notification of certain events, and (v) limitations on the ability of the Company and certain of its subsidiaries to, among other things, sell or transfer assets, merge into or consolidate with any third-party or liquidate or dissolve, incurrence or guarantee of indebtedness, create liens, make investments, pay dividends or other distributions on or redeem or repurchase shares, make payments on subordinated indebtedness, enter into certain restrictive agreements or hedging transactions, engage in transactions with affiliates, enter into sale and leaseback transactions, amend their organizational documents, amend certain terms of existing indebtedness and change their fiscal year-end.
Each of the Guarantors (as defined in the Amended Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility and the obligations under the revolving credit facility are secured by substantially all of the assets of the credit facility Guarantors, subject to permitted liens and other customary exceptions. Deferred financing costs associated with the Amended Credit Agreement are classified within the Prepaid expenses, deferred costs, and other noncurrent assets line on the Consolidated Balance Sheets.

As of March 31, 2021, the Company had no outstanding borrowings under its $600 million revolving credit facility and $10.0 million outstanding standby letters of credit under the facility.
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Term Loan Facility

On June 29, 2020, the Company entered into the Term Loan, by and among the Company, certain of its subsidiaries (including Cardtronics USA, Inc. as the “Borrower”), the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the Term Loan, the Company borrowed $500 million of aggregate principal and used a portion of the net proceeds to repay outstanding borrowings under its revolving credit facility and retire the 1.00% Convertible Senior Notes due December 2020. The Term Loan was issued with an original issue discount of 175 basis points and interest accrues at the rate of LIBOR plus 400 basis points, with a 1.00% LIBOR floor. Interest is payable quarterly, or in shorter intervals for LIBOR borrowings with a duration of less than three months.
The Term Loan matures on June 29, 2027 and requires installment principal repayments equal to 1% of the initial aggregate principal per annum, paid quarterly, with the outstanding balance due on the maturity date. The Term Loan Agreement requires certain other mandatory prepayments, including mandatory prepayments based on (i) a specified percentage of Excess Cash Flow (as defined in the Term Loan Agreement) on an annual b