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, 2018.


•	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 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 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, 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 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 planned 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 manage the potential impact of a determination to make changes to LIBOR, if any;


•	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, 2018.

For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see: Part I. Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this Form 10-Q. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

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

Overview

Cardtronics plc provides convenient automated consumer financial services through its network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of ~~June~~September 30, 2019, we were the world’s largest ATM owner/operator, providing services to over ~~290,000~~295,000 ATMs. During the three months ended ~~June~~September 30, 2019, ~~62%~~63% of our total revenues were derived from operations in North America (including our ATM operations in the United States ("U.S."), Canada, and Mexico), 30% of our total revenues were derived from operations in Europe and Africa (including our ATM operations in the United Kingdom ("U.K."), Ireland, Germany, Spain, and South Africa), and 8%7% of our total revenues were derived from operations in Australia and New Zealand. Included in our network as of ~~June~~September 30, 2019 were approximately ~~204,000~~206,000 ATMs to which we provided processing only services or various forms of managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per service provided.

Through our network, we deliver various ATM-based financial services to cardholders and provide ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, financial institutions, and operators of facilities such as shopping malls, airports, and train stations. In doing so, we provide our retail and financial institution partners with a compelling automated financial services solution that helps attract and retain customers, and in turn, increases the likelihood that our ATMs will be utilized. We also own and operate electronic funds transfer (“EFT”) transaction processing platforms that provide transaction processing services to our network of ATMs, as well as to other ATMs operated under managed services arrangements. Additionally, we ~~also~~ provide processing services for issuers of debit cards.

We also own and operate the Allpoint network (“Allpoint”), the largest retail based surcharge-free ATM network (based on the number of participating ATMs). Allpoint, with approximately 55,000 participating ATMs, provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks, 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 either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by the 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.

For additional information related to our operations and the manner in which we derive revenues, see our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”).

Strategic Outlook

Over the past ~~several years,~~decade, 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 our relationships with leading financial institutions through the growth of Allpoint, our surcharge-free ATM network and our bank-branding programs. WeMore recently, we have ~~also~~ expanded our ATM capabilities and service offerings to financial institutions, as we are seeing increasing interest from financial institutions for outsourcing of ATM-related services due to our cost efficiency advantages and higher service levels, as well as the role that our ATMs can play in maintaining financial institutions physical presence for their customers as they reduce their physical branches. We have also expanded our capabilities and are in the process of deploying deposit-taking ATMs in certain locations within the U.S. Additionally, we have enabled 11,000 of our ATMs in the U.S. with cardless cash access and plan to enable additional ATMs with these capabilities in the future.

We have completed several acquisitions in the last seven years, including, but not limited to: (i) eight U.S. and Canada based ATM operators, expanding our ATMs in both multi-unit regional retail chains and individual merchant ATM locations in North America, (ii) Cardpoint Limited (“Cardpoint”) in August 2013, which further expanded our U.K. ATM operations and allowed us to enter into the German market, (iii) Sunwin in November 2014, which further expanded our cash-in-transit and maintenance servicing capabilities in the U.K. and allowed us to acquire and operate ATMs located at Co-op Food stores, (iv)In January 2017, we acquired DirectCash Payments Inc. ("DCPayments") ~~in January 2017,~~, a leading ATM operator with operations in Australia, New Zealand, Canada, the U.K., and Mexico ~~(v)~~and Spark ~~in January 2017,~~ATM Systems Pty Ltd. (“Spark”), an independent ATM deployer ~~operating~~ in South ~~Africa, and (vi) various other less significant ATM asset and contract acquisitions. In addition~~Africa. The expansion of our operations through acquisitions has allowed us to ~~these ATM~~grow in our existing markets as well as enter into new markets. We may explore additional acquisitions ~~we have also made~~that are deemed strategic acquisitions including: i-design in March 2013, a Scotland-based provider and developer of marketing and advertising software and services for ATM operators, and (ii) multiple leading independent transaction processors who provide solutions to ATM sales and service organizations and financial institutions.opportunities.

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 ~~may also explore acquisitions that are deemed strategic opportunities. We~~ see opportunities to expand our operations through the following efforts:

expanding our relationships with leading financial institutions;

working with ~~non-traditional~~ financial ~~institutions~~technology companies with a primary focus on the retail consumer finance business (or “Fintechs”) and card issuers to further leverage our extensive ATM network;

increasing transaction levels at our existing locations;

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 in our 2018 Form 10-K.

Developing Trends and Recent Events

Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. Due primarily to 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 a 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.

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 touch points, 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 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 facilitate additional financial services with customers, such as deposit taking, money transfers, and stored-value debit card reload services. 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. We have commenced a plan to deploy nearly 1,000 deposit-taking ATMs in certain locations in the U.S. and may deploy additional deposit-taking ATMs in the future.

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 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.

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 international 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.

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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 ~~63,000~~62,000 ATMs were deployed in the U.K. as of ~~December 2018,~~September 2019, of which approximately 60% were operated by non-banks (inclusive of our nearly 18,000 ATMs). Electronic payment alternatives have gained popularity in the U.K. and we have seen both the number of ATM deployments and total withdrawals slow in recent years. In light of recent changes to the LINK interchange rate that includes a 5% decrease that came into effect on July 1, 2018 and a second additional 5% decrease in the LINK interchange rate that came into effect on January 1, 2019, we have changed certain of our ATMs to pay-to-use, whereby we no longer receive interchange from customers' banks, 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 the LINK interchange reduction. For additional information, see Decrease in interchange rates below. We believe there are emerging 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 primarily deployed in bank branch locations. The top four independent ATM deployers ~~account~~accounted for less than 10% of the market as of December 31, 2018. Cardtronics entered the German market in August 2013 through the acquisition of Cardpoint. Cardtronics is presently the largest independent ATM deployer in Germany with approximately 1,600 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 continued to expand our ATM count in this market by adding new ATMs with new retail partners, such as Total, and have also added free-to-use ATM access to bank customers, such as Postbank.

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Canada. We entered the Canadian market in October 2011, and in January 2017, we significantly expanded our operations in Canada through our acquisition of DCPayments. We ~~expect to continue to grow our number of ATM locations in this market. We~~ currently operate approximately 11,000 ATMs in ~~this market~~Canada and estimate that there are currently approximately 70,000 ATMs in total in the Canadian market. ~~As we plan to expand our footprint in Canada, we also~~We plan to seek additional partnerships with financial institutions to implement bank-branding and other financial services, similar to our bank-branding and surcharge-free strategy in the U.S., to drive additional transactions to our network.


•	Mexico. There are approximately 50,000 ATMs 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 merchants 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. There are approximately 51,000 ATMs in Spain, and we currently operate a very small portion. We plan to continue to grow in this market through additional merchant and financial institution relationships.

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Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we expanded operations into Australia and New Zealand. ~~The~~During the year following our acquisition, the Australian ATM market ~~has been~~was significantly impacted by the removal of surcharge fees by the major banks to non-customers at their ATMs. The Australian and New Zealand ATM market is comprised of approximately 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 surcharge 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.

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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. We expect to continue to grow in this market with merchants and financial institutions. We operate approximately ~~3,800~~3,900 ATMs in South Africa and estimate that this market has approximately 34,000 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 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. During 2019, we saw a reduction in net interchange on a portion of our transactions, primarily related to higher fees retained by a major network. 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.

Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank ATM network. LINK has historically set these rates annually using a cost-based methodology that incorporates ATM service costs from two years prior (i.e., operating costs from 2017 are considered for determining the 2019 interchange rate). 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 MasterCard network brands. In recent years, transactions conducted on our ATMs from these cards have totaled approximately 4% 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 adversely impacted our revenues and profits in the U.K. We continue to evaluate and assess the impact of interchange rate changes on our U.K. business and have taken certain actions and may continue to take additional actions to mitigate the impact of the current and potential future price reductions. Our mitigating activities have included, and may in the future include, removal of lower profitability sites, contract renegotiations with certain merchants, and conversion of certain ATMs to pay-to-use. The first 5% rate reduction that occurred on July 1, 2018, adversely impacted our 2018 profits by approximately $8 million, when taken together with other rate reductions. The second 5% decrease in the LINK interchange rate occurred January 1, 2019. On an unmitigated basis, we expect that these rate reductions will adversely impact our operating income by approximately $19 million in 2019. LINK implemented a Financial Inclusion Program intended to preserve free-to-use ATMs in certain remote and under-served areas, and we are participating in this program. Should there be any additional significant change in the LINK scheme or its membership, our U.K. revenues and profits could be more adversely impacted. During the three months ended ~~June~~September 30, 2019, ~~16.8%, 10.6%, and 0.4%~~15.5% of our total ATM operating revenues were derived from interchange fees in Europe & ~~Africa, North America, and Australia & New Zealand, respectively.~~Africa. A portion of these revenues are subject to pricing changes that we may be unable to offset through lower payments to merchants.

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. Additionally, many financial institutions are reducing the number of physical branches they own and operate in order to lower their operating costs. As a result of these current trends, 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 allow financial institutions to rapidly increase and 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 ATM-related 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 believe that there will be continued growth in all three areas.

U.S. same-store cash withdrawal transactions during the three months ended ~~June~~September 30, 2019 increased approximately 3%2% from the same period in 2018. Growth in Allpoint and bank-branding transactions ~~has~~ positively impacted the same-store growth rate, driven by ~~the expansion in the number of ATMs in Allpoint,~~ growth in the number of financial institutions participating in Allpoint and branding our ATMs, and increased marketing efforts to existing Allpoint and bank-branding customers.

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 less than 1% of total revenues in 2018, all of which was earned in the first quarter of 2018.

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 customer’s bank. We also operate surcharging or pay-to-use ATMs, which are now increasing in the market and in our ATM estate due to the LINK interchange rate reduction discussed above. During the three months ended ~~June~~September 30, 2019, same-store cash withdrawal transactions at our ATMs in the U.K were down 3% compared to the same period in 2018. We believe the growth rate was adversely impacted by changes in consumer payments behavior, where consumers are conducting more tap and pay (non-cash) transactions for small payments at ~~retailers and by a decreased number of ATMs in the market.~~retailers.

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 (or "surcharges") to all users on domestic ATM transactions completed at 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 late 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.

Australia has historically been a direct charge ATM market, where cardholders have paid a fee (or "surcharge") to the operator of an ATM for each transaction, unless the ATM where the transaction was completed was part of the cardholder’s issuing bank ATM network. There is no broad interchange arrangement in Australia between card issuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder in the absence of the direct charge to the cardholders. During the three months ended ~~June~~September 30, 2019, approximately 80% of the Company’s revenues in Australia were sourced from direct charges paid by cardholders. Consequently, the actions taken by the largest banks in Australia in 2017 resulted in a significant increase in the availability of free-to-use ATMs and could, in the future, result in a significant decrease in our revenues. While the direct impact we have experienced ~~has been limited~~is difficult to ~~date,~~quantify, the ultimate impact of this action could increase over time as consumers’ behavior patterns change as a result of the introduction of a large number of free-to-use ATMs 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. Several banks in the U.S. have issued or are in the process of issuing contactless cards to their customers, enabling an additional payment choice for U.S. consumers. U.S. consumer adoption of this new payment choice could impact our transactions in the future in the U.S. market.

Capital investments. Our capital investments ~~in 2017 and 2016~~over the last several years have included significant expenditures to upgrade and replace ATMs at certain locations in response to certain changes in network operating rules. Our capital spending in 2019 has been and will continue to be driven by the following: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drive transaction growth, (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 required due to polymer note introductions, (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 which was substantially completed during the ~~six~~nine months ended ~~June~~September 30, 2019.

U.K. planned exit from the European Union (“Brexit”). On March 29, 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union ("EU"), which commenced the process for the U.K. to exit the EU. The U.K. was originally scheduled to exit the EU on March 29, 2019, subject to a transition period extending through December ~~2020.~~2020. However, ~~as of March 29, 2019,~~ the British Parliament ~~had not approved~~failed to ratify the withdrawal agreement that ~~had been~~was previously negotiated by representatives of the British government and the EU. On ~~April 10,~~October 28, 2019, ~~prior~~following the U.K.'s failure to ~~the end of an initial two week extension,~~exit the EU on the originally scheduled exit date of March 29, 2019, the EU further extended the deadline for the U.K. to approve ~~the~~a negotiated withdrawal agreement to ~~October~~ January 31, ~~2019.~~2020. Given the delay, there remains considerable uncertainty associated with the timing and terms of the withdrawal. Failure to obtain parliamentary approval of the negotiated withdrawal agreement would mean that the U.K. would leave the EU with no agreement (a so-called “hard Brexit”). Although the ultimate impact of Brexit on our business is unknown, we continue to monitor the negotiation of a withdrawal agreement and of a future relationship between the EU and the U.K.

Dynamic Currency Conversion ("DCC"). Effective April 13, 2019, Visa allows DCC on international ATM transactions globally. This ~~rule~~change allows us to expand our DCC offerings in certain of our markets, and we are currently in the process of deploying DCC at many of our ATMs across our network. On March 19, 2019, the European Parliament adopted Regulation 2019/518 applicable to DCC charges. The additional transparency and price comparability requirements on DCC transactions are effective from April 2020. Our DCC revenues currently account for approximately 3%4% our total revenues, the majority of which is derived from our U.K. operations. ~~With the timing~~As a result of Brexit, ~~delayed,~~ we are uncertain, at this time, if this new proposed regulation will have any significant impact on our revenues. Regardless of the outcome of Brexit and whether the U.K. adopts the EU proposed regulations, we do not believe this regulation will have a material impact on our revenues based on our current operations and the intended purpose of the proposed regulations.

Restructuring Expenses. During 2017 and 2018, we implemented a global corporate reorganization and cost reduction initiative (the "2017 and 2018 Restructuring Plan”), intended to improve our cost structure and operating efficiency. The 2017 and 2018 Restructuring Plan included workforce reductions, ~~facilities~~facility closures ~~contract terminations,~~ and other cost reduction measures. During the three and ~~six~~nine months ended ~~June~~September 30, 2018, we incurred pre-tax charges of ~~$2.1~~$1.1 million and ~~$4.5~~$5.5 million, related to the 2017 and 2018 Restructuring Plan, primarily consisting of employee severance.

During the three months and nine months ended ~~June~~September 30, 2019, we incurred ~~$3.5~~$3.6 million and $7.0 million, respectively, of pre-tax charges ~~primarily consisting of professional fees, employee severance costs, and facility costs~~ related to ~~a planned reorganization~~the 2019 restructuring activity (the "2019 Restructuring Plan")., consisting of workforce reductions, facility closures and professional fees.

Next generation bank note upgrade in Australia. Next generation bank notes 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 ~~note are expected to~~will be issued in October ~~2019 and 2020, respectively.~~2020. The introduction of these next generation bank notes has required upgrades to software and physical ATM components on our ATMs in Australia.

U.S. Tax Reform. 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. In accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP” or “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, during the three months ended December 31, 2017, we provisionally recognized

one-time net tax benefits totaling $11.6 million. In accordance with Securities and Exchange Commission ("SEC") Accounting Bulletin No.118 during 2018, we reduced the estimated one-time tax related to U.S. Tax Reform by $0.4 million and completed our accounting for the tax effects of this change in law.

Acquisitions. On January 6, 2017, we completed the acquisition of DCPayments, a leading operator of approximately 25,000 ATMs with operations in Australia, New Zealand, Canada, the U.K., and Mexico. On January 31, 2017, we completed the acquisition of Spark, an independent ATM operator in South Africa, with a growing network of approximately 2,300 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. In May 2019, we acquired ATM processing contracts for approximately 62,000 ATMs in our North America segment.

Cybersecurity trends. We electronically process and transmit cardholder information as part of our transaction processing services. Companies that process and transmit cardholder information, such as ours, 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 of Director 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.

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 fluctuation of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by ~~$9.8~~$7.6 million and ~~$21.2~~$28.4 million during the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively.


•	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 $5.4 million, or less than 1% of total revenues during the ~~six~~nine months ended ~~June~~September 30, 2018.

Results of Operations

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


	Three months ended June 30,										Six Months ended June 30,										Three months ended September 30,										Nine Months Ended September 30,
	2019					2018					2019					2018					2019					2018					2019					2018
	(In thousands, excluding percentages)																				(In thousands, excluding percentages)
Revenues:
ATM operating revenues	$	323,081		94.8	%	$	329,221		96.5	%	$	625,683		94.9	%	$	648,952		95.8	%	$	333,384		94.8	%	$	329,837		97.0	%	$	959,067		94.9	%	$	978,789		96.2	%
ATM product sales and other revenues	17,740			5.2		11,766			3.5		33,408			5.1		28,219			4.2		18,123			5.2		10,338			3.0		51,531			5.1		38,557			3.8
Total revenues	340,821			100.0		340,987			100.0		659,091			100.0		677,171			100.0		351,507			100.0		340,175			100.0		1,010,598			100.0		1,017,346			100.0
Cost of revenues:
Cost of ATM operating revenues ⁽¹⁾	208,081			61.1		215,353			63.2		414,239			62.9		430,843			63.6		208,860			59.4		216,849			63.7		623,099			61.7		647,692			63.7
Cost of ATM product sales and other revenues	14,301			4.2		10,086			3.0		26,226			4.0		22,848			3.4		14,922			4.2		8,680			2.6		41,148			4.1		31,528			3.1
Total cost of revenues	222,382			65.2		225,439			66.1		440,465			66.8		453,691			67.0		223,782			63.7		225,529			66.3		664,247			65.7		679,220			66.8
Operating expenses:
Selling, general, and administrative expenses ⁽²⁾	41,995			12.3		40,928			12.0		85,655			13.0		82,668			12.2		46,257			13.2		41,896			12.3		131,912			13.1		124,564			12.2
Restructuring expenses	3,463			1.0		2,063			0.6		3,463			0.5		4,476			0.7		3,583			1.0		1,058			0.3		7,046			0.7		5,534			0.5
Acquisition related expenses	—			—		913			0.3		—			—		2,633			0.4		—			—		—			—		—			—		2,633			0.3
Depreciation and accretion expense	33,205			9.7		31,764			9.3		66,178			10.0		62,806			9.3		33,466			9.5		30,647			9.0		99,644			9.9		93,453			9.2
Amortization of intangible assets	12,591			3.7		13,498			4.0		25,003			3.8		27,269			4.0		12,404			3.5		12,994			3.8		37,407			3.7		40,263			4.0
Loss on disposal and impairment of assets	1,496			0.4		9,697			2.8		2,464			0.4		15,117			2.2		637			0.2		466			0.1		3,101			0.3		15,583			1.5
Total operating expenses	92,750			27.2		98,863			29.0		182,763			27.7		194,969			28.8		96,347			27.4		87,061			25.6		279,110			27.6		282,030			27.7
Income from operations	25,689			7.5		16,685			4.9		35,863			5.4		28,511			4.2		31,378			8.9		27,585			8.1		67,241			6.7		56,096			5.5
Other expenses:
Interest expense, net	6,871			2.0		9,159			2.7		13,514			2.1		18,333			2.7		6,751			1.9		8,852			2.6		20,265			2.0		27,185			2.7
Amortization of deferred financing costs and note discount	3,330			1.0		3,355			1.0		6,622			1.0		6,663			1.0		3,377			1.0		3,397			1.0		9,999			1.0		10,060			1.0
Other expense (income)	1,456			0.4		(2,187		)	(0.6	)	(5,751		)	(0.9	)	(27		)	—
Other income																					(3,703		)	(1.1	)	(1,297		)	(0.4	)	(9,454		)	(0.9	)	(1,324		)	(0.1	)
Total other expenses	11,657			3.4		10,327			3.0		14,385			2.2		24,969			3.7		6,425			1.8		10,952			3.2		20,810			2.1		35,921			3.5
Income before income taxes	14,032			4.1		6,358			1.9		21,478			3.3		3,542			0.5		24,953			7.1		16,633			4.9		46,431			4.6		20,175			2.0
Income tax expense	3,565			1.0		2,586			0.8		6,694			1.0		2,555			0.4		4,086			1.2		7,854			2.3		10,780			1.1		10,409			1.0
Net income	10,467			3.1		3,772			1.1		14,784			2.2		987			0.1		20,867			5.9		8,779			2.6		35,651			3.5		9,766			1.0
Net (loss) income attributable to noncontrolling interests	(4		)	—		5			—		(6		)	—		(12		)	—
Net income (loss) attributable to noncontrolling interests																					3			—		(2		)	—		(3		)	—		(14		)	—
Net income attributable to controlling interests and available to common shareholders	$	10,471		3.1	%	$	3,767		1.1	%	$	14,790		2.2	%	$	999		0.1	%	$	20,864		5.9	%	$	8,781		2.6	%	$	35,654		3.5	%	$	9,780		1.0	%



(Mark One)

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

	For the quarterly period ended	~~June~~September 30, 2019

or

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

	For the transition period from to



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



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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	CATM	NASDAQ Stock Market



Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐



		Page

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of ~~June~~September 30, 2019 (unaudited) and December 31, 2018	3
	Unaudited Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018	4
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018	5
	Unaudited Consolidated Statements of Shareholders' Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018	6
	Unaudited Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
	Cautionary Statement Regarding Forward-Looking Statements	4750
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4952
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7477
Item 4.	Controls and Procedures	7780

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	7881
Item 1A.	Risk Factors	7881
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7881
Item 3.	Defaults Upon Senior Securities	7881
Item 4.	Mine Safety Disclosures	7881
Item 5.	Other Information	7881
Item 6.	Exhibits	7982
	Signatures	8083


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	33,495		$	39,940		$	26,534		$	39,940
Accounts and notes receivable, net of allowance for doubtful accounts of $3,873 and $3,005 as of June 30, 2019 and December 31, 2018, respectively	85,707			75,643
Accounts and notes receivable, net of allowance for doubtful accounts of $4,004 and $3,005 as of September 30, 2019 and December 31, 2018, respectively							95,116			75,643
Inventory, net	9,049			11,392			13,405			11,392
Restricted cash	86,431			155,470			178,748			155,470
Prepaid expenses, deferred costs, and other current assets	91,090			84,386			71,962			84,386
Total current assets	305,772			366,831			385,765			366,831
Property and equipment, net of accumulated depreciation of $464,260 and $417,151 as of June 30, 2019 and December 31, 2018, respectively	455,757			460,187
Property and equipment, net of accumulated depreciation of $485,474 and $417,151 as of September 30, 2019 and December 31, 2018, respectively							445,857			460,187
Intangible assets, net	136,673			150,847			123,420			150,847
Goodwill	753,859			749,144			744,898			749,144
Operating lease assets	81,355			—			82,222			—
Deferred tax asset, net	11,544			8,658			13,410			8,658
Prepaid expenses, deferred costs, and other noncurrent assets	33,049			51,677			33,521			51,677
Total assets	$	1,778,009		$	1,787,344		$	1,829,093		$	1,787,344

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of other long-term liabilities	$	52,347		$	20,266		$	46,726		$	20,266
Accounts payable	34,568			39,310			44,144			39,310
Accrued liabilities	331,233			369,160			421,696			369,160
Total current liabilities	418,148			428,736			512,566			428,736

Long-term debt	778,551			818,485			752,920			818,485
Asset retirement obligations	54,227			54,413			52,949			54,413
Noncurrent operating lease liabilities	73,246			—			74,064			—
Deferred tax liability, net	37,325			41,198			39,160			41,198
Other long-term liabilities	54,639			67,740			49,213			67,740
Total liabilities	1,416,136			1,410,572			1,480,872			1,410,572

Commitments and contingencies (See Note 15)

Shareholders' equity:
Ordinary shares, $0.01 nominal value; 45,644,833 and 46,134,381 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	456			461
Ordinary shares, $0.01 nominal value; 44,603,425 and 46,134,381 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively							446			461
Additional paid-in capital	330,131			327,009			328,340			327,009
Accumulated other comprehensive loss, net	(83,810		)	(66,877		)	(93,606		)	(66,877		)
Retained earnings	115,197			116,276			113,141			116,276
Total parent shareholders' equity	361,974			376,869			348,321			376,869
Noncontrolling interests	(101		)	(97		)	(100		)	(97		)
Total shareholders’ equity	361,873			376,772			348,221			376,772
Total liabilities and shareholders’ equity	$	1,778,009		$	1,787,344		$	1,829,093		$	1,787,344


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Revenues:
ATM operating revenues	$	323,081		$	329,221		$	625,683		$	648,952		$	333,384		$	329,837		$	959,067		$	978,789
ATM product sales and other revenues	17,740			11,766			33,408			28,219			18,123			10,338			51,531			38,557
Total revenues	340,821			340,987			659,091			677,171			351,507			340,175			1,010,598			1,017,346
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c))	208,081			215,353			414,239			430,843			208,860			216,849			623,099			647,692
Cost of ATM product sales and other revenues	14,301			10,086			26,226			22,848			14,922			8,680			41,148			31,528
Total cost of revenues	222,382			225,439			440,465			453,691			223,782			225,529			664,247			679,220
Operating expenses:
Selling, general, and administrative expenses	41,995			40,928			85,655			82,668			46,257			41,896			131,912			124,564
Restructuring expenses	3,463			2,063			3,463			4,476			3,583			1,058			7,046			5,534
Acquisition related expenses	—			913			—			2,633			—			—			—			2,633
Depreciation and accretion expense	33,205			31,764			66,178			62,806			33,466			30,647			99,644			93,453
Amortization of intangible assets	12,591			13,498			25,003			27,269			12,404			12,994			37,407			40,263
Loss on disposal and impairment of assets	1,496			9,697			2,464			15,117			637			466			3,101			15,583
Total operating expenses	92,750			98,863			182,763			194,969			96,347			87,061			279,110			282,030
Income from operations	25,689			16,685			35,863			28,511			31,378			27,585			67,241			56,096
Other expenses:
Interest expense, net	6,871			9,159			13,514			18,333			6,751			8,852			20,265			27,185
Amortization of deferred financing costs and note discount	3,330			3,355			6,622			6,663			3,377			3,397			9,999			10,060
Other expense (income)	1,456			(2,187		)	(5,751		)	(27		)
Other income													(3,703		)	(1,297		)	(9,454		)	(1,324		)
Total other expenses	11,657			10,327			14,385			24,969			6,425			10,952			20,810			35,921
Income before income taxes	14,032			6,358			21,478			3,542			24,953			16,633			46,431			20,175
Income tax expense	3,565			2,586			6,694			2,555			4,086			7,854			10,780			10,409
Net income	10,467			3,772			14,784			987			20,867			8,779			35,651			9,766
Net (loss) income attributable to noncontrolling interests	(4		)	5			(6		)	(12		)
Net income (loss) attributable to noncontrolling interests													3			(2		)	(3		)	(14		)
Net income attributable to controlling interests and available to common shareholders	$	10,471		$	3,767		$	14,790		$	999		$	20,864		$	8,781		$	35,654		$	9,780

Net income per common share – basic	$	0.23		$	0.08		$	0.32		$	0.02		$	0.46		$	0.19		$	0.77		$	0.21
Net income per common share – diluted	$	0.22		$	0.08		$	0.32		$	0.02		$	0.46		$	0.19		$	0.77		$	0.21

Weighted average shares outstanding – basic	46,180,161			45,927,732			46,201,842			45,880,661			45,058,226			46,073,739			46,040,027			45,945,728
Weighted average shares outstanding – diluted	46,601,488			46,378,813			46,620,147			46,357,776			45,504,165			46,476,787			46,475,353			46,386,523


	Three Months Ended June 30, 2019																				Three Months Ended September 30, 2019
	Common Shares					Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings			Noncontrolling Interests						Common Shares					Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings			Noncontrolling Interests
	Shares		Amount															Total			Shares		Amount															Total
Balance as of March 31, 2019	46,308		$	463		$	329,712		$	(74,478	)	$	120,229		$	(97	)	$	375,829
Balance as of June 30, 2019																					45,645		$	456		$	330,131		$	(83,810	)	$	115,197		$	(101	)	$	361,873
Issuance of common shares for share-based compensation, net of forfeitures	15		—			—			—			—			—			—			12		—			—			—			—			—			—
Share-based compensation expense	—		—			5,250			—			—			—			5,250			—		—			5,633			—			—			—			5,633
Tax payments related to share-based compensation	—		—			(241		)	—			—			—			(241		)	—		—			(202		)	—			—			—			(202		)
Repurchase of common shares	(678	)	(7		)	(4,590		)	—			(15,503		)	—			(20,100		)	(1,054	)	(10		)	(7,222		)	—			(22,920		)	—			(30,152		)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $(4,082)	—		—			—			(13,606		)	—			—			(13,606		)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $(583)																					—		—			—			(2,798		)	—			—			(2,798		)
Net income attributable to controlling interests	—		—			—			—			10,471			—			10,471			—		—			—			—			20,864			—			20,864
Net loss attributable to noncontrolling interests	—		—			—			—			—			(4		)	(4		)	—		—			—			—			—			3			3
Foreign currency translation adjustments, net of deferred income tax benefit of $(162)	—		—			—			4,274			—			—			4,274
Balance as of June 30, 2019	45,645		$	456		$	330,131		$	(83,810	)	$	115,197		$	(101	)	$	361,873
Foreign currency translation adjustments, net of deferred income tax benefit of $(0)																					—		—			—			(6,998		)	—			(2		)	(7,000		)
Balance as of September 30, 2019																					44,603		$	446		$	328,340		$	(93,606	)	$	113,141		$	(100	)	$	348,221


	Three Months Ended June 30, 2018																	Three Months Ended September 30, 2018
	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings		Noncontrolling Interests						Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings		Noncontrolling Interests
	Shares	Amount													Total			Shares	Amount													Total
Balance as of March 31, 2018	45,921	$	459	$	316,996		$	(8,610	)	$	109,835	$	(97	)	$	418,583
Balance as of June 30, 2018																		45,921	$	459	$	320,383		$	(37,384	)	$	113,602	$	(89	)	$	396,971
Share-based compensation expense	—	—		3,513			—			—		—			3,513			—	—		4,669			—			—		—			4,669
Tax payments related to share-based compensation	—	—		(126		)	—			—		—			(126		)	—	2		(2,740		)	—			—		—			(2,738		)
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $833	—	—		—			2,030			—		—			2,030
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $1,370																		—	—		—			5,192			—		—			5,192
Net income attributable to controlling interests	—	—		—			—			3,767		—			3,767			—	—		—			—			8,781		—			8,781
Net income attributable to noncontrolling interests	—	—		—			—			—		5			5			—	—		—			—			—		(2		)	(2		)
Foreign currency translation adjustments, net of deferred income tax expense of $225	—	—		—			(30,804		)	—		3			(30,801		)
Balance as of June 30, 2018	45,921	$	459	$	320,383		$	(37,384	)	$	113,602	$	(89	)	$	396,971
Foreign currency translation adjustments, net of deferred income tax benefit of $(164)																		—	—		11			(1,144		)	—		(2		)	(1,135		)
Balance as of September 30, 2018																		45,921	$	461	$	322,323		$	(33,336	)	$	122,383	$	(93	)	$	411,738


	Six Months Ended June 30, 2019																				Nine Months Ended September 30, 2019
	Common Shares					Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings			Noncontrolling Interests						Common Shares					Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings			Noncontrolling Interests
	Shares		Amount															Total			Shares		Amount															Total
Balance as of December 31, 2018	46,134		$	461		$	327,009		$	(66,877	)	$	116,276		$	(97	)	$	376,772		46,134		$	461		$	327,009		$	(66,877	)	$	116,276		$	(97	)	$	376,772
Cumulative effect of change in accounting principle	—		—			—			366			(366		)	—			—			—		—			—			366			(366		)	—			—
Issuance of common shares for share-based compensation, net of forfeitures	189		2			—			—			—			—			2			201		2			—			—			—			—			2
Share-based compensation expense	—		—			9,734			—			—			—			9,734			—		—			15,367			—			—			—			15,367
Tax payments related to share-based compensation	—		—			(2,022		)	—			—			—			(2,022		)	—		—			(2,224		)	—			—			—			(2,224		)
Repurchase of common shares	(678	)	(7		)	(4,590		)	—			(15,503		)	—			(20,100		)	(1,732	)	(17		)	(11,812		)	—			(38,423		)	—			(50,252		)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $(7,277)	—		—			—			(26,675		)	—			—			(26,675		)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $(7,860)																					—		—			—			(29,473		)	—			—			(29,473		)
Net income attributable to controlling interests	—		—			—			—			14,790			—			14,790			—		—			—			—			35,654			—			35,654
Net loss attributable to noncontrolling interests	—		—			—			—			—			(6		)	(6		)	—		—			—			—			—			(3		)	(3		)
Foreign currency translation adjustments, net of deferred income tax benefit of $(242)	—		—			—			9,376			—			2			9,378			—		—			—			2,378			—			—			2,378
Balance as of June 30, 2019	45,645		$	456		$	330,131		$	(83,810	)	$	115,197		$	(101	)	$	361,873
Balance as of September 30, 2019																					44,603		$	446		$	328,340		$	(93,606	)	$	113,141		$	(100	)	$	348,221


	Six Months Ended June 30, 2018																	Nine Months Ended September 30, 2018
	Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings		Noncontrolling Interests						Common Shares			Additional Paid-In Capital			Accumulated Other Comprehensive Loss, Net			Retained Earnings		Noncontrolling Interests
	Shares	Amount													Total			Shares	Amount													Total
Balance as of December 31, 2017	45,696	$	457	$	316,940		$	(33,595	)	$	106,670	$	(79	)	$	390,393		45,696	$	457	$	316,940		$	(33,595	)	$	106,670	$	(79	)	$	390,393
Cumulative effect of change in accounting principle																		—	—		—			—			5,933		—			5,933
Issuance of common shares for share-based compensation, net of forfeitures	225	2		—			—			—		—			2			225	4		—			—			—		—			4
Share-based compensation expense	—	—		5,958			—			—		—			5,958			—	—		10,627			—			—		—			10,627
Tax payments related to share-based compensation	—	—		(2,506		)	—			—		—			(2,506		)	—	—		(5,245		)	—			—		—			(5,245		)
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $5,976	—	—		—			19,391			—		—			19,391
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $7,346																		—	—		—			24,583			—		—			24,583
Net income attributable to controlling interests	—	—		—			—			999		—			999			—	—		—			—			9,780		—			9,780
Net loss attributable to noncontrolling interests	—	—		—			—			—		(12		)	(12		)	—	—		—			—			—		(14		)	(14		)
Deferred sales commission	—	—		—			—			5,933		—			5,933
Foreign currency translation adjustments, net of deferred income tax expense of $249	—	—		(9		)	(23,180		)	—		2			(23,187		)
Balance as of June 30, 2018	45,921	$	459	$	320,383		$	(37,384	)	$	113,602	$	(89	)	$	396,971
Foreign currency translation adjustments, net of deferred income tax expense of $85																		—	—		1			(24,324		)	—					(24,323		)
Balance as of September 30, 2018																		45,921	$	461	$	322,323		$	(33,336	)	$	122,383	$	(93	)	$	411,738



	As of June 30, 2019
	North America		Europe & Africa		Corporate		Total
	(In thousands)
Accrued liabilities	$	—	$	77	$	877	$	954



	As of September 30, 2019
	North America		Europe & Africa		Corporate		Total
	(In thousands)
Accrued liabilities	$	673	$	—	$	—	$	673


	(In thousands)			(In thousands)
Restructuring liabilities as of December 31, 2018	$	1,531		$	1,531
Restructuring expenses	3,463			7,046
Payments	(4,040		)	(7,904		)
Restructuring liabilities as of June 30, 2019	$	954
Restructuring liabilities as of September 30, 2019				$	673


	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2018	911,165		$	28.74	911,165		$	28.74
Granted	245,399		33.80		250,966		33.69
Vested	(260,306	)	33.88		(269,539	)	33.84
Forfeited	(17,594	)	31.02		(23,586	)	30.69
Non-vested RSUs as of June 30, 2019	878,664		$	28.58
Non-vested RSUs as of September 30, 2019					869,006		$	28.54



	Number of Shares	Weighted Average Exercise Price
Options outstanding as of December 31, 2018	234,959	$	22.31
Granted	145,221	31.99
Exercised	—	—
Options outstanding as of June 30, 2019	380,180	26.01

Options vested and exercisable as of June 30, 2019	78,326	$	22.31



	Number of Shares	Weighted Average Exercise Price
Options outstanding as of December 31, 2018	234,959	$	22.31
Granted	145,221	31.99
Options outstanding as of September 30, 2019	380,180	26.01

Options vested and exercisable as of September 30, 2019	78,326	$	22.31


	June 30,				September 30,
	2019		2018		2019		2018
	(In thousands)				(In thousands)
Cash and cash equivalents	$	33,495	$	40,252	$	26,534	$	40,428
Current and long-term restricted cash	86,431		73,114		178,748		73,985
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows	$	119,926	$	113,366	$	205,282	$	114,413



	December 31, 2018 As Reported			ASC Topic 842 (Leases)			ASU 2017-12 (Hedging)			December 31, 2018 As Adjusted
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	39,940		$	—		$	—		$	39,940
Accounts and notes receivable, net	75,643			—			—			75,643
Inventory, net	11,392			—			—			11,392
Restricted cash	155,470			—			—			155,470
Prepaid expenses, deferred costs, and other current assets	84,386			3,483			—			87,869
Total current assets	366,831			3,483			—			370,314
Property and equipment, net of accumulated depreciation	460,187			—			—			460,187
Intangible assets, net	150,847			—			—			150,847
Goodwill	749,144			—			—			749,144
Operating lease assets	—			85,068			—			85,068
Deferred tax asset, net	8,658			—			—			8,658
Prepaid expenses, deferred costs, and other noncurrent assets	51,677			—			—			51,677
Total assets	$	1,787,344		$	88,551		$	—		$	1,875,895

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of other long-term liabilities	$	20,266		$	20,602		$	—		$	40,868
Accounts payable	39,310			—			—			39,310
Accrued liabilities	369,160			(447		)	—			368,713
Total current liabilities	428,736			20,155			—			448,891

Long-term debt	818,485			—			—			818,485
Asset retirement obligations	54,413			—			—			54,413
Noncurrent operating lease liabilities	—			74,746			—			74,746
Deferred tax liability, net	41,198			—			—			41,198
Other long-term liabilities	67,740			(6,350		)	—			61,390
Total liabilities	1,410,572			88,551			—			1,499,123

Commitments and contingencies

Shareholders' equity:
Ordinary shares	461			—			—			461
Additional paid-in capital	327,009			—			—			327,009
Accumulated other comprehensive loss, net	(66,877		)	—			366			(66,511		)
Retained earnings	116,276			—			(366		)	115,910
Total parent shareholders' equity	376,869			—			—			376,869
Noncontrolling interests	(97		)	—			—			(97		)
Total shareholders’ equity	376,772			—			—			376,772
Total liabilities and shareholders’ equity	$	1,787,344		$	88,551		$	—		$	1,875,895



	Foreign Currency Translation Adjustments				Unrealized Losses on Interest Rate Swap and Foreign Currency Forward Contracts				Total
	(In thousands)
Total accumulated other comprehensive loss, net as of March 31, 2019	$	(61,210	)	⁽¹⁾	$	(13,268	)	⁽²⁾	$	(74,478	)
Other comprehensive income (loss) before reclassification	4,274			⁽³⁾	(13,543		)	⁽⁴⁾	(9,269		)
Amounts reclassified from accumulated other comprehensive loss, net	—			⁽³⁾	(63		)	⁽⁴⁾	(63		)
Net current period other comprehensive income (loss)	4,274			⁽¹⁾	(13,606		)	⁽²⁾	(9,332		)
Total accumulated other comprehensive loss, net as of June 30, 2019	$	(56,936	)	⁽¹⁾	$	(26,874	)	⁽²⁾	$	(83,810	)


(4)	Net of deferred income tax ~~benefit~~(benefit) expense of ~~$(4,012)~~$(725) and ~~$(70)~~$142 for Other comprehensive income before reclassification and Amounts reclassified from accumulated comprehensive loss, net, respectively, as of ~~June~~September 30, 2019. For additional information, see Note 13. Derivative Financial Instruments.


	North America		Europe & Africa			Australia & New Zealand			Total			North America		Europe & Africa			Australia & New Zealand			Total
	(In thousands)											(In thousands)
Goodwill, gross as of December 31, 2018	$	556,570	$	231,121		$	151,494		$	939,185		$	556,570	$	231,121		$	151,494		$	939,185
Accumulated impairment loss	—		(50,003		)	(140,038		)	(190,041		)	—		(50,003		)	(140,038		)	(190,041		)
Goodwill, net as of December 31, 2018	$	556,570	$	181,118		$	11,456		$	749,144		$	556,570	$	181,118		$	11,456		$	749,144

Foreign currency translation adjustments	4,373		402			(60		)	4,715			3,146		(6,906		)	(486		)	(4,246		)

Goodwill, gross as of June 30, 2019	560,943		231,523			151,434			943,900
Goodwill, gross as of September 30, 2019												559,716		224,215			151,008			934,939
Accumulated impairment loss	—		(50,003		)	(140,038		)	(190,041		)	—		(50,003		)	(140,038		)	(190,041		)
Goodwill, net as of June 30, 2019	$	560,943	$	181,520		$	11,396		$	753,859
Goodwill, net as of September 30, 2019												$	559,716	$	174,212		$	10,970		$	744,898



Asset retirement obligations at December 31, 2018	$	61,223		$	61,223
Additional obligations	2,214			4,087
Accretion expense	910			1,346
Payments	(3,080		)	(5,007		)
Foreign currency translation adjustments	(166		)	(1,913		)
Asset retirement obligations at June 30, 2019	61,101
Asset retirement obligations at September 30, 2019				59,736
Less: current portion of asset retirement obligations	6,874			6,787
Asset retirement obligations, excluding current portion, at June 30, 2019	$	54,227
Asset retirement obligations, excluding current portion, at September 30, 2019				$	52,949


	Classification	June 30, 2019		January 1, 2019 (Upon Adoption)		Classification	September 30, 2019		January 1, 2019 (Upon Adoption)
Assets		(In thousands)					(In thousands)
Operating lease assets	Operating lease assets	$	81,355	$	85,068	Operating lease assets	$	82,222	$	85,068
Total operating lease assets		$	81,355	$	85,068		$	82,222	$	85,068

Liabilities
Current
Operating lease liabilities	Current portion of other long-term liabilities	$	19,435	$	20,602	Current portion of other long-term liabilities	$	20,743	$	20,602
Noncurrent
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	73,246		74,746		Noncurrent operating lease liabilities	74,064		74,746
Total operating lease liabilities		$	92,681	$	95,348		$	94,807	$	95,348


		Three Months Ended		Six Months Ended			Three Months Ended		Nine Months Ended
	Classification	June 30, 2019		June 30, 2019		Classification	September 30, 2019		September 30, 2019
		(In thousands)					(In thousands)
Operating lease costs	Cost of ATM operating revenues ⁽¹⁾	$	6,900	$	14,290	Cost of ATM operating revenues ⁽¹⁾	$	7,197	$	21,473
Operating lease costs	Selling, general, and administrative expenses ⁽²⁾	1,720		3,504		Selling, general, and administrative expenses ⁽²⁾	1,361		4,275
Total operating lease cost		$	8,620	$	17,794		$	8,558	$	25,748


(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.


Lease Term and Discount Rate	June 30, 2019		January 1, 2019 (Upon Adoption)		September 30, 2019		January 1, 2019 (Upon Adoption)
Weighted-average remaining lease term (years)
Operating leases	6.9		7.1		6.9		7.1
Weighted-average discount rate
Operating leases	3.34	%	3.45	%	3.32	%	3.45	%


Maturity of Recognized Operating Lease Liabilities	Operating Lease Payments⁽¹⁾			Operating Lease Payments⁽¹⁾
	(In thousands)			(In thousands)
2019	$	10,310		$	5,345
2020	21,102			22,508
2021	19,058			20,356
2022	11,729			12,676
2023	8,146			8,782
After 2023	35,977			38,311
Total lease payments	106,322			107,978
Less: Interest ⁽²⁾	(13,641		)	(13,171		)
Present value of operating lease liabilities ⁽³⁾	$	92,681		$	94,807


(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 ~~$19.4~~$20.7 million and noncurrent operating lease liabilities of ~~$73.2~~$74.1 million.



	(In thousands)
2019	$	36,590
2020	29,760
2021	24,990
2022	13,081
2023	8,523
Thereafter	39,222
Total	$	152,166


Notional Amounts U.S. $	Notional Amounts U.S. $	Weighted Average Fixed Rate	Notional Amounts CAD$			Weighted Average Fixed Rate	Term	Notional Amounts U.S. $	Weighted Average Fixed Rate	Notional Amounts CAD$			Weighted Average Fixed Rate	Term
(In millions)	(In millions)		(In millions)					(In millions)		(In millions)
$	1,000	2.06%	CAD	$	125	2.46%	July 1, 2019 – December 31, 2019	1,000	2.06%	CAD	$	125	2.46%	October 1, 2019 – December 31, 2019
$	1,000	2.06%	CAD	$	125	2.46%	January 1, 2020 – December 31, 2020	1,300	1.84%	CAD	$	125	2.46%	January 1, 2020 – December 31, 2020
$	600	1.95%	CAD	$	125	2.46%	January 1, 2021 – December 31, 2021	1,000	1.61%	CAD	$	125	2.46%	January 1, 2021 – December 31, 2021
$	400	1.46%					January 1, 2022 – December 31, 2022	800	1.28%					January 1, 2022 – December 31, 2022
$								400	1.11%					January 1, 2023 – December 31, 2024



Notional Amounts U.S. $		Cap Rate ⁽¹⁾	Term
(In millions)
$	200	3.25%	January 1, 2021 – December 31, 2023


Notional Amounts	Notional Amounts	Weighted Average		Notional Amounts	Weighted Average
U.K. £	U.K. £	Fixed Rate	Term	U.K. £	Fixed Rate	Term
(In millions)	(In millions)			(In millions)
£	550	0.90%	July 1, 2019 – December 31, 2019	550	0.90%	October 1, 2019 – December 31, 2019
£	500	0.94%	January 1, 2020 – December 31, 2020	500	0.94%	January 1, 2020 – December 31, 2020
£	500	0.94%	January 1, 2021 – December 31, 2021	500	0.94%	January 1, 2021 – December 31, 2021
£	500	0.94%	January 1, 2022 – December 31, 2022	500	0.94%	January 1, 2022 – December 31, 2022


Notional Amounts U.K. £	Notional Amounts U.K. £	Weighted Average Fixed Rate		Term	Notional Amounts U.K. £	Weighted Average Fixed Rate		Term
(In millions)	(In millions)				(In millions)
£	80	0.95	%	July 1, 2019 – January 1, 2020	80	0.95	%	October 1, 2019 – January 1, 2020
£	50	0.95	%	January 2, 2020 – January 1, 2021	50	0.95	%	January 2, 2020 – January 1, 2021

Notional Amounts
AUS $

Weighted Average
Fixed Rate

(In millions)

July 1, 2019 – December 31, 2019

January 1, 2020 – December 31, 2020