UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20192020
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from____ to____
Commission file number: 001-37820
Cardtronics plc
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1304627 | ||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
| 2050 West Sam Houston Parkway South, Suite 1300 | 77042 | |||||||
| Houston | Texas | (Zip Code) | ||||||
| (Address of principal executive offices) | ||||||||
Registrant’s telephone number, including area code: (832) (832) 308-4000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Ordinary Shares, nominal value $0.01 per share | CATM | The NASDAQ Stock Market LLC | ||||||
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
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 during the preceding twelve months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
Aggregate market value of common shares held by non-affiliates as June 28, 2019,30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported last sale price of common shares on that date: $1,247,016,838.$847,929,179.
Number of shares outstanding as of February 27, 2020: 44,914,11825, 2021: 45,164,937 Ordinary Shares, nominal value $0.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our definitive proxy statement for the 20202021 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2019,2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.
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.
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 20192020 (this “2019“2020 Form 10-K”) contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provisions thereof. Forward-looking statements can be identified by words such as “project,” “believe,” “estimate,” “expect,” “future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on its estimates for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:
•the Company’s ability to respond to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters, or health emergencies, including the COVID-19 outbreak, that have adversely affected its business, and may in the future have a material adverse impact on its business;
•the Company’s financial outlook and the financial outlook of the automated teller machines and multi-function financial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates near historical patterns;
•the impact of macroeconomic conditions, including the future impacts of the COVID-19 outbreak on global economic conditions, which is highly uncertain and difficult to predict;
•the Company’s ability to respond to recent and future network and regulatory changes;
•the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent cyber incidents, data breaches or losses, or other business disruptions;
•the Company’s ability to respond to changes implemented by networks and how they determine interchange, scheduled and potential reductions in the amount of net interchange that it receives from global and regional debit networks due to pricing changes implemented by those networks as well as changes in how issuers route their ATM transactions over those networks;
•the Company’s ability to renew its existing merchant relationships on comparable or improved economic terms and add new merchants;
•changes in interest rates and foreign currency rates;
•the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;
•the Company’s ability to manage concentration risks with and changes in the mix of key customers, merchants, vendors, and service providers;
•the Company’s ability to maintain appropriate liquidity;
•the Company’s ability to prevent thefts of cash and maintain adequate insurance;
•the Company’s ability to provide new ATM solutions to retailers and financial institutions including the demand for any such new ATM solutions as well as its ability to place additional banks’ brands on ATMs currently deployed;
•the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers and its ability to continue to secure vault cash rental agreements in the future and once secured, on reasonable economic terms;
•the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;
•the Company’s ability to renew its existing third-party service provider relationships on comparable or improved economic terms;
•the Company’s ability to successfully implement and evolve its corporate strategy;
•the Company’s ability to compete successfully with new and existing competitors;
•the Company’s ability to meet the service levels required by its service level agreements with its customers;
•the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transportcash-in-transit business;
•the Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or joint ventures;
•the impact of changes in laws, including tax laws that could adversely affect the Company’s business and profitability;
•the impact of, or uncertainty related to, the U.K.’s exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, human, and regulatory regime and macro-economic environment to which it will be subject to as a U.K. company;
3
•the Company’s ability to adequately maintain and upgrade its ATM fleet to address changes in industry standards, regulations and consumer behavior patterns;
•the Company’s ability to retain its key employees and maintain good relations with its employees; and
•the Company’s ability to manage the fluctuation of its operating results, including as a result of the foregoing and other risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.2020.
•statements regarding the Company’s plans to manage its business through the COVID-19 pandemic and the health and safety of its customers and employees;
•the expected impact of the COVID-19 pandemic on the Company’s operating goals and actions to manage these goals;
•expectations regarding cost and revenue synergies; expectations regarding the Company’s cash flow generation, cash reserve, liquidity, financial flexibility and impact of the COVID-19 pandemic on the Company’s employee base;
•expectations regarding the Company’s ability to capitalize on market opportunities;
•the Company’s financial outlook;
•the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company does business, or on the Company's operating results and business generally;
•risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction;
•the outcome of any legal proceedings related to the proposed transaction;
•the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement;
•the ability of the parties to consummate the proposed transaction on a timely basis or at all;
•the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory and shareholder approvals on the terms expected, at all or in a timely manner;
•the ability of the Company to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits;
•business disruption following the proposed transaction; and
•the potential benefits of an acquisition of the Company.
For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see Part I. Item 1A. Risk Factors in this 20192020 Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this 20192020 Form 10-K. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events, or otherwise.
4
PART I
ITEM 1. BUSINESS
Overview
Cardtronics plc, provides convenient automated consumertogether with its wholly and majority-owned subsidiaries (collectively, “us,” “we,” “our,” “ours,” the “Company” or “Cardtronics”) is the trusted leader in financial services through its global network ofself-service, enabling cash transactions at over approximately 285,000 automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”) across 10 countries in North America, Europe, Asia-Pacific, and Africa. The total number of ATMs that we service includes our estimate of ATMs that were temporarily closed as a result of the coronavirus pandemic ("COVID-19" or the "Pandemic") as further described in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Operating Metrics. AsThe total number of transacting ATMs we serviced as of December 31, 2019, we were2020 was approximately 269,000. Leveraging our unmatched scale, expertise, and innovation, top-tier merchants and businesses of all sizes use our ATM solutions to drive growth, in-store traffic, and retail transactions. Financial services providers rely on Cardtronics to deliver superior service at their own ATMs, on Cardtronics ATMs where they place their brand, and through Cardtronics' Allpoint network, the world’s largest retail-based surcharge-free ATM owner/operator, providing various services to approximately 285,000 ATMs globally.network, with over 55,000 locations. As champions of cash, Cardtronics converts digital currency into physical cash, driving payments choice for businesses and consumers alike.
During 2019,2020, approximately 64%70% of our revenues were derived from our operations in North America (including our ATM operations in the United States (“U.S.”), Canada, and Mexico), approximately 29%24% of our revenues were derived from our operations in Europe and Africa (including our ATM operations in the United Kingdom (“U.K.”), Ireland, Germany, Spain, and South Africa), and approximately 7%6% of our revenues were derived from our operations in Australia and New Zealand. As
We deliver financial-related services to cardholders through our networks. We also provide ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of December 31, 2019,facilities such as shopping malls, casinos, airports, and train stations. In doing so, we ownedprovide our retail partners with a compelling automated solution that helps attract and operated approximately 74,000retain customers. In turn, it increases the likelihood that customers will utilize the ATMs many located in well-knownplaced at their facilities. We also partner with financial institutions and other consumer financial services providers to enable convenient and fee-free access to our ATMs via our surcharge-free solutions for their customers.
We generally operate ATMs under three arrangement types with our retail locations acrosspartners: Company-owned ATM placements, merchant-owned ATM placements, and managed services (which includes transaction processing services). Each of the arrangement types described below is attractive to us, and we plan to continue growing our markets. These company-owned ATMs accountedrevenues under each arrangement type.
Under Company-owned arrangements, we provide the physical ATM and are typically responsible for approximately 87%all aspects of our totalthe ATM’s operations, including transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical maintenance. Under Merchant-owned arrangements, the retail merchant, financial institution, or an independent distributor owns the ATM operating revenues during 2019.and is usually responsible for providing cash and performing simple maintenance tasks, while we generally provide more complex maintenance services, transaction processing, and connection to the electronic funds transfer (or “EFT”) networks.
We also provide processing only services or various forms of managed services solutions. solutions to approximately 200,000 ATMs (including our estimate of ATMs that were temporarily closed closed as a result of the Pandemic). Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, a fee per transaction, or a fee per service provided, or a combination of these fees.
The majority of our revenues (approximately 88%) are derived from our Company-owned arrangement type whereby we place ATMs, operated were Company-owned,generally at well-known retailers such as Circle K, Costco, CVS, Kroger, Speedway, Target, and approximately 74%Walgreens in the U.S. and Co-op Food, McColls, Shell, and Waitrose in the U.K.
5
We also own and operate the Allpoint network (“Allpoint”), the world’s largest retail-based surcharge-free ATM network (based on the number of participating ATMs). Allpoint with approximately 58,000has over 55,000 participating ATMs and provides surcharge-free ATM access to nearlyapproximately 1,200 participating credit unions, banks, digital banks, financial technology companies with a primary focus on the retail consumer finance business (or "Fintechs"), and stored-value debit card issuers that are principally located in North America.issuers. For participants, Allpoint providesdelivers the scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. In exchange,Under Allpoint, earnswe typically earn either a fixed monthly fee per cardholder and/or a fixed fee per transaction that is paid by participants.the consumer's financial institution or the card/benefit issuer. We also earn interchange revenues on each transaction performed at one of our participating Allpoint ATMs. Allpoint includes a majority of our Company’sCompany-owned ATMs in the U.S., and certain ATMs in the U.K., Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general-purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing organizations pay usAllpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network.
Proposed Transaction with NCR Corporation
As previously announced, on January 25, 2021, we entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash. This announcement followed our delivery of a notice to terminate our previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P. and Hudson Executive Capital, LP, dated as of December 15, 2020, pursuant to which we would have been acquired by Catalyst for $35.00 per share, in accordance with the terms of such agreement. In connection with such termination, NCR paid on our behalf a termination fee of approximately $32.6 million, which we must reimburse if our agreement with NCR is terminated under certain specified circumstances. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including approval by our shareholders and receipt of regulatory approvals. It is expected that, subject to shareholder approval and the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. For a discussion of certain risks related to the proposed transaction with NCR, including related to certain covenants with which we must comply during the pendency of the proposed transaction, see Item 1A. Risk Factors – Risks Associated with the Proposed Transaction with NCR Corporation. For more information, see our preliminary proxy statement filed with the SEC on February 17, 2021.
Our Strategy
Our strategy is to leverage the expertise, scale, and network we have built in our largest markets and to continuewhile continuing to expand our footprint in thoseselect markets. We believe there are significant growth opportunities for our business as the consumer financial services industry transformscontinues to transform, with new consumer payment options, changes in consumer payments behavior, and the evolution of traditional retail banking. These dynamicsThis industry transformation, along with changes in consumer behavior and trends have caused banksare causing financial institutions to continue to reduceevaluate their physical banking services and branch locations across the markets in which we operate,strategies, making our ATMs more attractive as digital-to-physical solutionsthe digital to physical gateway for the customers of both traditional banksfinancial institutions, digital-based businesses, and new emerging consumer financial services companies.consumers that need a way to enable cash-based transactions. With our significant network of ATM locations, comprehensive solutions, extensive expertise, and operating history, we believe we can provide value to consumer financial services organizations of all sizes and grow our revenues and profits.retail partners.
6
We plan to drive additional transactions at our existing ATMs by making them increasingly attractive to use byfor banks and their customers by promoting theour network’s convenience of our network and offering additionalother services and capabilities. We also intend to expand our capabilities and service offerings to financial institutions and digital financial service providers, with whom we are seeing increasing demand for the outsourcing of ATM-related services including, in some cases, management of in-branch ATMs. Additional demand fordue to our productsconvenient locations, cost efficiency advantages, and services is, in part, being driven by banks reducing the number of physical branches they operate and bank initiatives to lower their operating and capital costs.higher service levels. Furthermore, many start-up or challenger banks and providers of consumer financial services are increasingly valuing our convenient ATM network to provide physical cash-related services to their customers, as they seek a cost-effective physical access solution for their customers. Additionally, weWe also seek to deploy additional products and services that will further incentivize consumers to utilize our network of ATMs. We also plan to continue partnering with leading financial institutions, Fintechs, and retailers to expandenhance our network of conveniently located ATMs. In the future, we may seek to diversify our revenues beyond the services provided by our ATMs. We seekaim to capitalize on opportunities to expand our operations through the following efforts:
Broaden our relationships with leading financial institutions. Through our extensive ATM network of ATMs as well asand unique solutions, financial institutions can leverage our diverse productnetwork and service offerings, we believe we canplatform to continue to provide financial institution customers with convenient, solutionssecure, and cost-effective cash services to fulfill their growing ATM and automated consumer financial services requirements.customers. Services currently offered to financial institutions include bank-branding, deposit solutions, surcharge-free access provided to their cardholders, managed services for their ATM portfolios, and on-screen marketing and content management. Our EFT transaction processing platforms and proprietary software enable us to provide customized control over the content of the information appearing on the screens of our ATMs and ATMs we process for financial institutions, which increases the types of products and services we are able tocan offer to financial institutions. We also plan to continue growing the number of ATMs and financial institutions participating in our Allpoint network, which drives higher transaction volumes and profitability on our existing ATMs and increases our value to the retailers where our ATMs are located through increased foot traffic at their stores. We are seeing increasing demand from financial institutions for the outsourcing of ATM-related services, as recent industry trends have causedled many banks to reduce their physical footprints and transform their existing branches to focus less on human tellers and increasingly utilize automation, through ATMs and other digital channels, for serving their customers.
Work with non-traditional financial institutionsFintechs and card issuers to further leverage our extensive ATM network. We believe there are opportunities to develop or expand relationships with non-traditional financial institutionsFintechs and card issuers, such as reloadable stored-value debit card issuers, digital-only balances held by consumers, and alternative payment networks, which are
seeking an extensive and convenient ATM network to complement their card offerings and electronic-based accounts. Many leading Fintechs and challenger digital banks and providers of consumer financial services that lack a physical branch or ATM network of their own have partnered with us to provide their customers with convenient and surcharge-free access to ATM services. We have seen strong transaction growth with this customer type, as many of these businesses promote the convenience of our Allpoint network as a value point to their customers and an integral part of their solution. Additionally, we believe that many of the stored-value debit card issuers in the U.S. can benefit by providing their cardholders with access to our ATM network on a discounted or free-to-use basis. For example, through our Allpoint network, we have sold access to our ATM network topartnered with issuers of stored-value debit cards to provide their cardholders with convenient, surcharge-free access to cash. Additionally, challenger digital banks and providers of consumer financial services that lack a physical branch or ATM network ofcash for their own have partnered with us to provide their customers with convenient and free access to ATM services.cardholders.
Increase transaction levels at our existing locations. We believe there are opportunities to increase the number of transactions that are occurring todayoccur at our existing ATM locations. On average, only a small fractionshare of the individuals that enter our retail customers’ locations utilize our ATMs. In addition to our existingcurrent initiatives that tend to drive additional transaction volumes to our ATMs, such as bank-branding and network-branding, we have developed and are continuing to develop new initiatives to drive incremental transactions to our existing ATM locations. We also operate and continue to develop programs to steerencourage cardholders of our existing financial institution partners and members of our Allpoint network to visit our ATMs in convenient retail locations. These programs may include incentives to cardholders, such as coupons and rewards, thatwhich influence customers to visit our ATMs within our existing retail footprint.ATMs. We also continue to invest in data analytics to better understand theour ATM usage patterns of our ATMs to help us identify opportunities for growth.growth opportunities. We also include growth in transaction volumes as an incentive compensation metric for our relationship managers to help drive discussions with our existing financial institution partners to implement programs to drive their customers toward our ATMs. While we are in various stages of developing and implementing many of these programs, we believe that these programs, when properly structured, benefit multiple constituents (i.e., retailers, financial institutions, and cardholders), in addition to driving increased transaction volumes to our ATMs, creating a synergistic network.
7
Develop and provide additional services at our existing ATMs. The majority of our deployed ATMs in service currently offer only cash dispensing and other simple transactions, such as balance inquiries. We believe that there are opportunities to offerprovide additional automated consumer financial services at our ATMs, such as cash and check deposit, cardless cash access, and other products which could provide a compelling and cost-effective solution for financial institutions and stored-value debit card issuersother businesses looking to provide convenient and broader financial services to their customers at well-known retail locations. During 2019,In 2020, we installed nearly one thousandadditional deposit-taking ATMs in select markets throughout the United States and reached agreements with several financial institutions to provide their customers with access to these deposit-taking ATMs. Through the development and deployment of our proprietary ATM operating software across our network, we believe that we can expand the transactional capabilities of our ATMs. We have developed a mobile application program interface (or “API”), enabling a direct connection to our ATM networks for either a cash-out or cash-in solution for various types of businesses utilizing a mobile phone. We have a small number of customers using this technology but believe we can grow transactions as businesses and consumers may benefit from our ATM network’s convenience and capabilities.
We also allow advertisers to place their messages on many of our ATMs, which are equipped with on-screen advertising software in the U.S., Canada, and the U.K. Offering additional services at our ATMs such as advertising or cardless cash access, allows us to create new revenue streams from assets that have already been deployed in addition towhile providing value to our customers through beneficial offers and convenient services. We are focused on developing additional products and services that can be delivered through our existing ATM network.
Pursue additional managed services opportunities. Over the last several years, we have expanded the number of ATMs that are operated under managed services arrangements. Under these arrangements, retailers and financial institutions generally pay us a fixed managementmonthly service fee, a fee per ATM and/transaction, or a fixed fee per transactionservice provided in exchange for handling some or all of the operational aspects associated with operating and maintaining ATMs. We have seen increased interest from financial institutions for effective outsourcing of a portion or all of their own ATMs. SurchargeATM estates to us, as our solutions are often cost-effective for the financial institution and help the financial institutions prioritize other initiatives. Under these arrangements, surcharge and interchange fees under these arrangements are generally earned by the retailer or the financial institution rather than by us. As a result, in this arrangement type, our revenues are partially protected from fluctuations in the transaction levels of these ATMs and changes in network interchange rates.rates in this arrangement type. We continue to pursue additional managed services opportunities with leading merchants and financial institutions in the markets in whichwhere we operate.
Other growth opportunities. Additionally, we may grow in otherdifferent markets and potentially expand into new international markets over time in order to enhance our position as a leading global provider of automated consumer financial services.
For additional information related to items that may impact our strategy, including the respiratory virus commonly known as COVID-19 (the "Pandemic"), see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Developing Trends and Recent Events.
Our Products and Services
Under our Company-owned arrangement type,arrangements, we provide the physical ATM and are typically provideresponsible for all aspects of the services required to operate ATMs, which include monitoring, maintenance,ATM’s operations, including transaction processing, managing cash management, customer service, and transaction processing.cash delivery, supplies, and telecommunications, as well as routine and technical maintenance. We believe our customers, including our retail and financial institution customers, value our high level of service, industry expertise, and established operating history. In connection with the operation of our ATMs under our traditional ATM services model, we earn revenue on a per transaction
basis from the surcharge fees charged to cardholders for the convenience of using our ATMs and from interchange fees charged to cardholders’ financial institutions for processing the transactions conducted on our ATMs. As further described below, we also earn revenues on these ATMs from branding with certain financial institutions and from our retail-based surcharge-free network, Allpoint. The Company-owned arrangement currently accounts for approximately 87%88% of our total ATM operating revenues.
Under our merchant-owned arrangement type,Merchant-owned arrangements, the retail merchant or an independent distributor owns the ATM and is usually responsible for providing cash and performing simple maintenance tasks. In contrast, we typicallygenerally provide more complex maintenance services, transaction processing, services, certain customer support functions, and settlement services.connection to the EFT networks. We generally earn interchange revenue on a per transaction basis in this arrangement. In some cases, the surcharge is earned completelyentirely by the merchant, in which case our revenues are derived solely from interchange revenues. In other arrangements, we also share a portion of the surcharge revenues.
For ATMs under managed services arrangements (including transaction processing arrangements), we typically receive a fixed monthly managementservice fee, and/or a fixed fee per transaction, or a fee per service provided in return for providingperforming the agreed-upon service or suite of services. We generally do not generally receive surcharge and interchange fees in these arrangements, but rather our customer earns those amounts are earned by our customer.amounts.
8
We also earn revenues from other services at our ATMs, such as DCC fees, on-screen advertising, and otheradditional transaction-based fees across our various arrangement types.
The following table summarizes the number of transacting ATMs under our various arrangement types as of December 31, 2019:2020:
| ATM Operations | |||||||||||||||||||||||||||||
| Company - Owned | Merchant -Owned, Managed Services and Processing | Total | |||||||||||||||||||||||||||
| Number of transacting ATMs at period end | 71,169 | 197,642 | 268,811 | ||||||||||||||||||||||||||
| Percentage of total transacting ATMs | 26% | 74% | 100% | ||||||||||||||||||||||||||
| Percentage of ATM Operating Revenue | 88% | 12% | 100% | ||||||||||||||||||||||||||
| ATM Operations | ||||||
| Company - Owned | Merchant -Owned, Managed Services and Processing | Total | ||||
| Number of ATMs at period end | 74,482 | 212,291 | 286,773 | |||
| Percentage of Total ATMs | 26% | 74% | 100% | |||
| Percentage of ATM Operating Revenue | 87% | 13% | 100% | |||
We have entered into multi-year agreements with many well-known merchant retailers, including Bi-Lo Holdings, LLC, Circle K Procurement and Brands Limited (“Couche-Tard”), Cumberland Farms, Inc., CVS Caremark Corporation (“CVS”), HEB Grocery Company, L.P., The Kroger Co., The Pantry, Inc., Rite Aid Corporation, Safeway, Inc., Speedway LLC (“Speedway”), Target Corporation, and Walgreens Boots Alliance, Inc. (“Walgreens”) in the U.S.,; BP p.l.c., BT Group plc, Co-operative Food (“Co-op Food”), Martin McColl Ltd., Royal Dutch Shell plc, Southern Railway Ltd., Tates Ltd., Waitrose Ltd., and Welcome Break Holdings Ltd. in the U.K.; 7-Eleven, Inc. in Canada and Australia as well as Coles Supermarket Australia Pty Ltd. in Australia; Massmart Holdings Ltd. and Shoprite Holdings Ltd. in South Africa; and Total in Germany.
We generally operate our ATMs under multi-year contracts that provide a recurring and stable revenue source of revenue and typically have an initial term of approximately five years. For the year ended December 31, 2019, the Company’s2020, our top five merchant customers were Co-op Food, Couche-Tard, CVS, Speedway, and Walgreens. No individual merchant customer accounted for more than 6% of the Company’s total revenue in 2019.2020. Together these merchant customers accounted for approximately 22%about 23% of our total revenues and had a weighted average remaining contractual life of approximately 3.52.7 years. For additional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us or substantially reduce theirits dealings with us, could cause our revenues to decline significantly and could adversely impact our business, financial condition and results of operations could be adversely impacted.operations.
Additionally, we enter into arrangements with financial institutions to brand selected Company-owned ATMs with their logos. These bank-branding arrangements allow a financial institution to expand its geographic presence for less than the cost of building a branch location or placing one of its own ATMs at a new location andlocation. Branding arrangements can also rapidly increase the bank's number of branded
ATM sites and improve its competitive position. Under these arrangements, the financial institution’s customers have access to use the bank-branded ATMs without paying a surcharge fee to us. In return, we typically receive a fixed management fee per branded ATM from the financial institution while retaining our standard fee schedule for other cardholders using the bank-branded ATMs. In addition, our bank-branded ATMs typically earn higher interchange revenue as a result ofdue to the increased usage of our ATMs by the branding financial institution’s customers and others who prefer to use a bank-branded ATM. In some instances, we have branded an ATM with more than one financial institution. We intend to continue pursuing additional bank-branding arrangements as part of our growth strategy.
9
In addition to our bank-branding arrangements, we offer credit unions, banks, digital banks, andFintechs, stored-value debit card issuers, and other providers of consumer financial services providers another type of surcharge-free solution to their customers through our Allpoint retail-based surcharge-free ATM network. Under Allpoint participantsmembers pay us a fixed monthly fee per cardholder and/or a fixed fee per transaction in exchange for usour providing their cardholders with surcharge-free ATM access to approximately 58,00055,000 participating ATMs, in Allpoint, which includes ATMs throughout the U.S., the U.K., Canada, Mexico, and Australia. We also earn interchange revenues onfor each transaction performed, which is paid to us by the consumer’s financial institution. We believe Allpoint is an attractive option for providers of consumer financial services of all sizes to provide convenient consumer ATM-related services.
For additional information related to the amount of revenue contributed by our various service offerings, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Components of Revenues, Costs of Revenues, and Expenses - Revenues.
Segment and Geographic Information
We operate in three segments: North America, Europe & Africa, and Australia & New Zealand. Our North America segment includes ATM operations in all 50 states in the U.S., Puerto Rico, Canada, and Mexico and accounted for approximately 64%70% of our total revenues for the year ended December 31, 2019.2020. Our Europe & Africa segment includes our ATM operations in the U.K., Ireland, Germany, Spain, and South Africa and accounted for approximately 29%24% of our total revenues for the year ended December 31, 2019.2020. Our Australia & New Zealand segment includes ATM operations in Australia and New Zealand and accounted for approximately 7%6% of our total revenues for the year ended December 31, 2019.2020. While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies.
For financial information including revenues, earnings, and total assets of our reporting segments, see Part II. Item 8. Financial Statements and Supplementary Data, Note 22. Segment Information. For additional information related to the risks associated with our international operations, see Item 1A. Risk Factors - We operate in many sovereign jurisdictions across the globeworldwide and expect to continue to grow our business in new regions. Operating in different countries involves special risks which could result in a reduction of our gross and net profits.
Sales and Marketing
In addition to targeting new business opportunities, our sales and marketing teams support our customer retention and growth initiatives by building and maintaining relationships with our existing merchants.merchants and ATM distributors. We seek to identify growth opportunities within merchant accounts by analyzing ATM cardholder patterns and recommending programs that will tendwe expect to increase transaction volumes. We also analyze foot traffic and various demographic data to determine the best opportunities for new ATM placements as well asand the potential drivers for increasing same-store ATM transactions that will positively impact merchantmerchants’ store sales. EmployeesWe typically compensate employees who focus on sales are typically compensated with a combination of incentive-based compensation and base salary.
Technology and Operations
Our technology and operations platforms consist of ATMs, central transaction processing systems, ATM terminal software, network infrastructure components (including hardware, software, and telecommunication circuits used to provide real-time ATM monitoring, software distribution, and transaction processing services), cash management and forecasting software tools, customer service, information
security, and ATM management infrastructure. In most of our markets, except for our U.K. operations, a portion of our operations are outsourced to other providers, particularly with respect tofor physical cash delivery and physical maintenance services. Inclusive of both our internal capabilities and our partnerships, we offer end-to-end ATM service solutions for our retailerretail and financial partners, which we believe is a competitive advantage.
10
Transaction processing. We place significant emphasis on providing quality service with a high level of security and minimal interruption. We have carefully selected support vendors and systems as well asand developed internal professional staff to optimize the performance of our network. We operate our own EFT transaction processing platforms, which enables us to process and monitor transactions on our ATMs and to control the flow and content of information appearing on the screens of such ATMs. We have also implemented new products and services, such as dynamic currency conversion.
Internal systems. Our internal systems, including our EFT transaction processing platforms, include multiple security layers of security to help protect the systems from unauthorized access. We use hardware-based and software-based security features to prevent and report unauthorized access attempts to our systems. We operate user authentication and security measures at multiple levels. These systems are protected by detailedDetailed security rules protect these systems, allowing only to allow appropriate access to information based on the employee’s job responsibilities. Changes to systems are controlled by policies and procedures, with automatic prevention and reporting controls that are placed within our processes. Our real-time connections to the various financial institutions’ authorization systems that allow withdrawals, deposits, balance inquiries, transfers, and advanced functionality transactions are accomplished through gateway relationships or direct connections. We use commercially-availablecommercially available and proprietary software that monitors the performance of the ATMs in our network, including details of transactions at each ATM and expenses relating to the ATMs, further allowing us to monitor our online availability and financial profitability at each location. We analyze transaction volume and profitability data to determine whether to continue operating at a given site, to determine how to price various operating arrangements with merchants and bank-branding partners, and to create a profile of successful locations to assisthelp us in decidingdecide the best locationsplaces for additional deployments.
Product development. In recent years, we have made investments to developin developing new technology which we anticipate will drive transaction volume at our ATMs. We have a product development team focused on improving existing products and services as well as delivering new capabilities that generally leverage our existing platform. Internal product development is an increasing focus for us, and we expect, over time, our product development will drive revenue growth. Examples of recent and continued product development include dynamic currency conversion at the ATM, promotional consumer offers, deposit enablement for multiple financial institutions, cardless cash access via a mobile phone, and the ability to convert stored valuestored-value digital currency into cash and cash into stored valuestored-value digital currency at the ATM. A number ofSeveral products are currently in various stages of development, pilot, and rollout.
In 2020, we developed and implemented our own proprietary ATM operating software. This software, developed in-house, includes a suite of ATM applications that provides us greater control and speed to market while enhancing functionality and improved security. This bundle of applications, which includes our proprietary NeotermTM software, enables us to quickly integrate and scale mobile solutions and other products. The NeotermTM software and our other proprietary applications deliver enhanced operational and financial control over our ATM estate on a remote basis and we are already starting to realize lower operating costs through fewer physical maintenance visits, lower software maintenance costs and enhanced uptime. We are rolling the software out initially in the U.S. and Canada and plan to expand the development globally starting with the U.K. in 2021. This technology is now live on over 20,000 ATMs as of December 31, 2020, representing more than half of our U.S. owned ATM footprint.
ATM cash management. Our ATM cash management function uses commercially-availablecommercially available software and proprietary analytical models to determine the necessary fill frequency and cash load amount for each ATM. We project vault cash requirements for our Company-owned and cash-serviced ATMs, taking into consideration the ATM's location, the day of the week, the timing of holidays, and other factors such as specific events occurring in the vicinity of the ATM. After receiving a cash order from us, the vault cash provider forwards the request to its vault location nearest to the applicable ATM. Personnel at the vault location then arrange for the requested amount of cash to be set aside and made available for the designated armored couriercash-in-transit provider to access and subsequently transport to the ATM. Our ATM cash management departmentfunction utilizes data from the vault cash providers, internally-producedinternally produced data, and a proprietary methodologies to confirm daily orders, audit delivery of cash to armored courierscash-in-transit providers and ATMs, monitor cash balances for cash shortages, coordinate and manage special cash orders, and audit costs from both armored courierscash-in-transit providers and vault cash providers. In the U.K., we operate our own armored couriercash-in-transit operation whichthat services the majoritymost of our ATMs in the U.K.
Customer service. We believe one of the factors that differentiatesdifferentiate us from our competitors isare our customer service and proactive approach to managing any downtime experienced by our ATMs. We use advanced software and skilled technicians that monitor our ATMs 24 hours a day for service interruptions and notify our maintenance engineers and vendors for the prompt dispatch of necessary service calls.
Finally, we use proprietary software systems to maintain a database of our ATMs’ transactions and performance metrics for our ATMs. Thismetrics. We aggregate this data is aggregated into individual merchant and financial institution customer profiles that are used by our customer service team.
11
We believe our proprietary databases enable us to provide superior quality and reliable customer support, together with information on trends that is also valuable to our retail and financial institution partners.
Primary Vendor Relationships
To maintain an efficient and flexible operating structure, we outsource certain aspects of our operations, including cash supply and cash delivery, maintenance, and certain transaction processing services. Due to the large number of ATMs we operate, we believe we have obtained favorable pricing terms from most of our major vendors. We contract for the provision of the services described below in connection with our operations.
Transaction processing. We own and operate EFT transaction processing platforms that utilize proprietary as well as commercially-available software. AWe process a portion of our withdrawal transactions are processed through third-parties.third parties. We plan to convert transaction processing services to our internal EFT transaction processing platforms when economically advantageous to us or as these contracts expire or are terminated.terminate.
EFT network services. Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances. EFT networks set the interchange fees that they charge to the financial institutions as well asand the amount paid to us. We attempt to maximize the utility of our ATMs to cardholders by participating in as many EFT networks as practical. Additionally, we own and operate the Allpoint network, the world's largest retail-based surcharge-free network in the U.S.ATM network. Having this network further enhances our ATM utility by providing certain cardholders surcharge-free access to our ATMs, as well as allowing us to receive network-related economic benefits such as receiving additional transaction-based revenue and setting interchange rates on transactions over this network.
Equipment. We purchase our ATMs from global ATM manufacturers, including, but not limited to, NCR Corporation, Hyosung America Inc., Triton Systems of Delaware, LLC, and Diebold and Chungho.Nixdorf Incorporated. The large quantity of ATMs that we purchase from these manufacturers enables us to receive favorable pricing and terms. In addition, we maintain close working relationships with these manufacturers, in the course of our business, allowing us to stay informed about product updates and to receive prompt attention for any technical problems with purchased ATM equipment. The favorable pricing we receive from these manufacturers also allows us to offer certain of our customers an affordable solution to replace their ATMs with modern technology and to be compliant with new regulatory requirements as they arise.
Maintenance. We generally contract with third-party service providers with national operations for on-site maintenance services in most of our markets. In the U.K., Australia, Canada, and South Africa, maintenance services are, , to differing degrees, performed by in-house technicians as well.technicians.
ATM cash management. We obtain or use our own cash to fill our Company-owned ATMs, and in some cases, merchant-owned and managed services ATMs, under arrangements with various vault cash providers. We pay a monthly fee based on the average outstanding vault cash balances to our primary vault cash providers under a floating rate formula, which is generally based on various benchmark interest rates such as London Interbank Offered Rates (“LIBOR”). In virtually all cases, beneficial ownership of the cash is retained by the vault cash providers, and we have no right to the cash and no access except for the ATMs that are serviced by our wholly-owned armored couriercash-in-transit operations in the U.K. While our U.K. armored couriercash-in-transit operations have physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault cash provider at all times. We also contract with third-partiesthird parties to provide us with certain cash management services, which variesvary by geography, which may includeincluding reporting, armored couriercash-in-transit coordination, cash ordering, cash insurance, reconciliation of ATM cash balances, and claims processing with armored couriers,cash-in-transit providers, financial institutions, and processors.
For the quarter ended December 31, 2019,2020, we had an average outstanding vault cash balance of approximately: $1.9approximately $2.5 billion in our North America ATMs.;ATMs, approximately $1.1$1.2 billion in our Europe and Africa ATMs;ATMs, and approximately $0.2$0.3 billion in our Australia and New Zealand ATMs. For additional information related to our vault cash agreements and the related risks, see Item 1A. Risk Factors - We rely on third-partiesthird parties in the various regions where we operate to provide us with the cash we require to operate many of our ATMs. If these third-partiesthird parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to locateidentify alternative sources of cash to operate our ATMs or we would not be able to operate our business. Also, see Item 1A. Risk Factors - Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs.
The vault cash that we are contractually responsible for in all of the jurisdictions in which we operate is insured up to certain per location loss limits and subject to per-incident and annual aggregate deductibles through a syndicate of multiple underwriters.
12
Cash replenishment. We contract with armored courier servicescash-in-transit providers to transport and transfer most of the cash to our ATMs. We use leading third-party armored courierscash-in-transit providers in all of our jurisdictions except for in the U.K., where we primarily utilize our own armored couriercash-in-transit operations. Under these arrangements, the armored courierscash-in-transit providers pick up the cash in bulk using instructions received from us and our vault cash providers to prepare the cash for delivery to each ATM on the designated fill day. Following a
predetermined schedule, the armored courierscash-in-transit providers visit each location on the designated fill day, load cash into each ATM, and then balance each machine and provide cash reporting to the applicable vault cash provider.
Merchant Customers
In each of our markets, we typically deploy our Company-owned ATMs under long-term contracts with major national and regional merchants including convenience stores, gas stations, grocery stores, drug stores,pharmacies, and other high-traffic locations. Our merchant-owned ATMs are typically deployed under arrangements with smaller independent merchants.
The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of Company-owned ATMs, the contract terms vary but typically include the following:
•a multi-year term, typically approximately five years;
•exclusive deployment of ATMs at locations where we install an ATM;
•the right to increase surcharge fees, with merchant consent required in some cases;
•in the U.S., our right to terminate or remove ATMs or renegotiate the fees payable to the merchant if surcharge fees or interchange fees are reduced or eliminated as a result of regulatory action; and
•provisions that make the merchant’s fee dependent on the number of ATM transactions.
During the year ended December 31, 2019,2020, we derived approximately 22%23% of our total revenues from ATMs placed at the locations of our top five merchant customers, including revenues from bank branding and Allpoint at these locations, none of which individually contributed more than approximately 6% of our total revenues for the year. The weighted average remaining contractual life of our top five merchant customers is approximately 3.52.7 years. For additional information related to the risks associated with our customer mix, see Item 1A. Risk Factors - We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us or substantially reduce its dealings with us, could cause our revenues to decline significantly and could adversely impact our business, financial condition and results of operations could be adversely impacted.operations.
Seasonality and Tourism
Our overall business is somewhatgenerally seasonal, in nature with generallytypically fewer transactions occurring in the first quarter of the year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months as a result ofdue to decreases in the amount of consumer traffic through such locations. We usually see an increase in transactions in the warmer summer months, which are also aided by increased vacation and holiday travel. We expect these fluctuations in transaction volumes to continue in the future. In addition, other factors, such as a recessionary economic environment, extreme weather, natural disasters, or real or potential health emergencies such as the widespread outbreak of contagious diseases, could hinder travel, reduce the use of cash, and may have a negative impact on transaction levels. Specifically, the Pandemic has impacted our business, as further discussed in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Update. For additional information related to the risks associated with seasonality and other outside factors, see Item 1A. Risk Factors - We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic ("COVID-19" or the "Pandemic") that has adversely affected our business, and that may in the future have a material adverse impact on our business.
Competition
Historically, we have competed with independent ATM deployers (commonly referred to as “IADs”) and financial institutions for ATM placements, new merchant accounts, bank-branding and network-branding relationships, and acquisitions. IADs compete with us for placement rights at merchant locations. Our ATMs compete with the ATMs owned and operated by financial institutions and other IADs for underlying consumer transactions. In certain locations with very high foot traffic, such as airports, major train stations, large arenas, and stadiums, we often see competition from large financial institutions as they may utilize such locations for marketing and advertising purposes, and in some cases are willing to subsidize the operations of the ATM.
13
We have established relationships with leading regional and national financial institutions, as well as digital banks, other operators of consumer financial services operators, and stored-value debit card issuers through our bank-branding program and Allpoint. Both of theseThese programs can be cost-efficient alternatives to these organizations in lieuplace of operating branches and owning and operating extensive ATM networks. We believe the scale of our extensive network, our EFT transaction processing services, our comprehensive solutions, and our focus on customer service provide us with competitive advantages for providing services to leading financial institutions and newer providers of consumer financial services.
We believe that our ability to deliver comprehensive ATM solutions to financial institutions is a competitive service differentiator. Depending on the core objectives of the financial institution, we can deliver a cost-effective full ATM outsourcing solution, convenient surcharge-free ATM network access through Allpoint, or brand extension through our bank-branding offering. Increasingly, we are seeing financial institutions interested in our multiple solutions. Our ability to deliver additional customer traffic through our bank-branding and Allpoint solutions also provides value to our retail partners, and we believe this is a competitive advantage with respect to competition from other IADs.
Acquisitions have historically been a consistent part of our strategy and may form part of our strategy in the future.future strategy. Typically, competition for acquisitions is from other IADs, financial service or payments businesses, and/or private equity sponsors of ATM portfolios.
Finally, we face indirect competition from alternative payment mechanisms, such as card-based payments, including contactless, orand other electronic forms of payment, including payment applications on mobile phones. While it has been difficult to specifically quantify the direct effects of alternative payment sources on our transaction volumes, cash-based payments have declined as a percentage of total payments in our primary geographic markets in recent years. Further expansion inadoption of electronic payment forms and the entry of new and less traditional competitors could reduce consumer demand for cash. We expect to continue to face competition from emerging payments technology in the future. See Item 1A. Risk Factors - The proliferation of payment options and increasingly frictionless methods of payment other than cash, including credit cards, debit cards, stored-value debit cards, contactless, and mobile payments options, could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs.ATMs, and The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.
Government and Industry Regulation
Our principal business, ATM network ownership and operation, is subject to government (federal, state, and/or local) and industry regulations. Our failure to comply with applicable laws and regulations could result in restrictions on our ability to provide our products and services in such jurisdictions, as well as the imposition of civil fines. For additional information related to recent regulatory matters that have impacted our operations or are expected to impact us in the future, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Developing Trends and Recent Events. See also Item 1A. Risk Factors - We operate in several jurisdictions and we could be adversely affected by violations of anti-bribery, sanctions and anti-money laundering laws and regulations,andRegulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.
Risk Management
We have adopted a formalized Enterprise Risk Management program that seeks to identify and manage the major risks we face. The major risks are prioritized and assigned to a member of the management team member who develops mitigation plans, monitors the risk activity, and is responsible for implementation ofimplementing the mitigation plan, if necessary. The risks, plans, and activities are regularly monitored by our management team and overseen by our Board of Directors (“Board”(the “Board”).
14
Human Capital Management
As of December 31, 2019,2020, we had 1,9872,027 employees, 326241 of which were covered by a collective bargaining agreement. These employees occupy a wide range of positions in front line, back office, information technology, product, sales, operations, and many other types of roles. We currently believe our relationships with employees represented by the union are good and we have not experienced any work stoppages.
We believe that how we do our work at Cardtronics is equally as important as what we do as a Company. We place a high value on ensuring the Company creates a positive, inclusive, and diverse work environment for its employees in which all have the opportunity to realize their potential as individuals and teams. We strive to ensure all employees understand and feel connected to the purpose-driven mission, vision, and values (the “PVV”) of the organization. To do so, we focus on fostering ongoing, two-way communication through many channels, including pulse and engagement surveys, town halls, and our corporate intranet.
Our core values include One Team, Trust, Excellence, Ambitious, and Innovation. We purposefully defined these values to drive specific behaviors in the service of Cardtronics’ long-term success and desired culture, and we embed them in all we do. Since 2018, this has included a direct link between the demonstration of values-driven behaviors and compensation, through our performance management programs. Additionally, our values underpin our robust training, compliance, and development programs, which are designed to drive key talent engagement and retention, enable employees’ effective execution of company strategies, and reduce risk.
Also aligned to the PVV was the elevation of our Inclusion & Diversity (“I&D”) strategy in 2020, with support and oversight from our Board. We formed an I&D Council, which has responsibility for executing on our goals of engendering employee pride, to attract, engage, and retain top talent; driving business results and positive impacts in the communities we serve; and making continued progress against established I&D metrics. The I&D Council is comprised of representatives from diverse functions, levels, locations, backgrounds, and experiences. We enhanced our diversity-focused recruitment efforts and partnerships, and refreshed our awareness and training programs related to inclusion, anti-discrimination and anti-harassment. We continue to focus our efforts on identifying and understanding the most relevant metrics to measure our progress over time.
| Gender diversity as of 12/31/2020 | Female | Male | Total | |||||||||||||||||||||||
| # of Employees | % of Total | # of Employees | % of Total | # of Employees | ||||||||||||||||||||||
| Executive Leadership Team | 2 | 22% | 7 | 78% | 9 | |||||||||||||||||||||
| Other | 659 | 33% | 1,359 | 67% | 2,018 | |||||||||||||||||||||
| Total Employees | 661 | 33% | 1,366 | 67% | 2,027 | |||||||||||||||||||||
Our employee engagement survey results indicate our employees have reacted positively to our I&D and broader cultural efforts. Since 2018, we have had consistent, year-over-year improvement in overall engagement scores, as well as employee connection to our PVV. In 2020, we saw double-digit improvements in nearly all engagement metrics, in spite of the significant impact of the COVID-19 pandemic on our business and workforce.
Employee health and safety was a top priority throughout 2020. A significant number of our employees shifted to working remotely beginning in mid-March 2020, and we implemented safety protocols for our essential workers (front line and facility-dependent) who were necessary to continue providing our services to the communities in which we operate. In addition, we enhanced our communication and training efforts to ensure we kept employees apprised of all developments, how to maintain health and safety, and how to operate optimally in these changing circumstances.
Organizational History and Additional Company Information
We were formed as a Texas corporation in 1993 and originally operated initially under the name of Cardpro, Inc. In June 2001, Cardtronics Group, Inc. was incorporated under the laws of the state of Delaware and became the parent company for the existing business. In January 2004, Cardtronics Group, Inc. changed its name to Cardtronics, Inc. (“Cardtronics Delaware”), and in December 2007, we completed an initial public offering.
15
In July 2016, the location of incorporation of the parent company of the Cardtronics group of companies was changed from Delaware to the U.K., whereby Cardtronics plc, a public limited company organized under English law (“Cardtronics plc”), became the new publicly traded corporate parent of the Cardtronics group of companies following the completion of the merger between Cardtronics Delaware and one of its subsidiaries (the “Redomicile”). Upon completion ofcompleting the Redomicile, Cardtronics plc common shares were listed and began trading on the NASDAQ stock market under the symbol “CATM,” the same symbol under which common shares of Cardtronics Delaware were formerly listed and traded. The Redomicile transaction was accounted for as an internal reorganization of entities under common control, and therefore, Cardtronics Delaware’s assets and liabilities have been accounted for at their historical cost basis and not revalued in the transaction.
General information about us can be found on our website at http://www.cardtronics.com. We file annual, quarterly, and current reports as well as other information electronically with the Securities Exchange Commission (“SEC”) under the Exchange Act. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our website as soon as reasonably practicable after the reports are filed or furnished electronically with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. You may also request an electronic or paper copy of our SEC filings at no cost by writing or telephoning us at the following: Cardtronics plc, Attention: Chief Financial Officer, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042; (832) 308-4000. Information on our website is not incorporated into this 20192020 Form 10-K or our other securities filings.
ITEM 1A. RISK FACTORS
Risk Factor Summary
The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline. These risks are more fully discussed below under “Risk Factors”.
Risks associatedAssociated with the Proposed Transaction with NCR Corporation
•Our ability to complete the proposed transaction with NCR Corporation is subject to various closing conditions and regulatory, court and shareholder approvals that may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
•Failure of the proposed transaction to be completed, the termination of the Acquisition Agreement or a significant delay in the consummation of the proposed transaction could negatively impact us.
•We will be subject to business uncertainties and contractual restrictions while the proposed transaction is pending.
•Litigation against us or NCR, or the members of our or NCR's board of directors, could prevent or delay the completion of the proposed transaction.
Risks Associated with our Industry
•The proliferation of payment options and increasingly frictionless methods of payment other than cash, including credit cards, debit cards, stored-value debit cards, contactless, and mobile payments options, could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs.
•The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.
•Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.
•The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations.
•Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing our future revenues and operating profits.
•We operate in a changing and unpredictable regulatory environment, which may harm our business. If we are subject to new regulations or legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to comply with that regulation or legislation, which may reduce our profit margins and our net income.
16
•Internal control failures, security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising Company, merchant or vendor data or cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability.
•Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems, including transaction processing services, causing non-compliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders.
•Currency design changes may require modifications to our ATMs that could impact our operations and cash flows.
Risks Associated with our Business
•We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenues would, and profits could, be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that we operate, whether as a result of changes in consumer spending preferences, global economic conditions or otherwise.
•We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us or substantially reduce its dealings with us, could cause our revenues to decline significantly and could adversely impact our business, financial condition and results of operations.
•Deterioration in global credit markets, as well as changes in legislative and regulatory requirements, could have a negative impact on financial institutions including those with whom we conduct business and may seek to conduct business.
•We rely on third parties in the various regions where we operate to provide us with the cash we require to operate many of our ATMs. If these third parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to identify alternative sources of cash to operate our ATMs or we would not be able to operate our business.
•Our operational failures or those of our transaction processors, EFT networks or other service providers could delay or interrupt our products and services and harm our business and our relationships with our merchant and financial institution customers.
•We maintain a significant amount of vault cash within our Company-owned ATMs, which is subject to potential loss due to theft, civil unrest or other events, including natural disasters.
•Our cash-in-transit business exposes us to additional risks beyond those currently experienced by us in the ownership and operation of ATMs.
•If we fail to adapt our products and services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers or have difficulty attracting new customers, which would adversely impact our revenues and our operations.
•Errors or omissions in the settlement of merchant funds or in our vault cash reconciliations could damage our relationships with our customers and vault cash providers, respectively, and expose us to liability.
•Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs.
•We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-19” or the "Pandemic") that has adversely affected our business, and that may in the future have a material adverse impact on our business.
•We may be unable to effectively integrate our acquisitions, which could increase our cost of operations, reduce our profitability, or reduce our shareholder value.
•A failure of enterprise resource planning (“ERP”) and other associated information systems changes could adversely impact our business and our results of operations.
•We operate in many sovereign jurisdictions worldwide and expect to continue to grow our business in new regions. Operating in different countries involves special risks which could result in a reduction of our gross and net profits.
•The exit of the U.K. from the European Union could adversely affect our shareholders and us.
•We derive a significant portion of our revenues and profits from bank-branding relationships with financial institutions and surcharge-free revenue from our Allpoint network. A decline in these revenues as a result of changes in financial institution and card provider demand for these services may have a significant negative impact on our results.
•The election by our merchant customers not to participate in our surcharge-free network offerings could impact the effectiveness of our offerings, which would negatively impact our financial results.
•If we experience additional impairments of our goodwill or other intangible assets, we will be required to record a charge to earnings, which may be significant.
•We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants, and make payments on our indebtedness.
•The terms of our credit agreement and the indentures governing our senior notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.
•Non-compliance with established EFT network rules and regulations could expose us to fines, penalties or other liabilities and could negatively impact our results of operations. Additionally, new EFT network rules and regulations could require us to expend significant amounts of capital to remain in compliance with such rules and regulations.
17
•The majority of the electronic debit networks over which our transactions are conducted require sponsorship by a bank, and the loss of any of our sponsors and our inability to find a replacement may cause disruptions to our operations.
•Cardtronics plc may be treated as a U.S. corporation for U.S. federal income tax purposes and could be liable for substantial additional U.S. federal income taxes in the event our redomicile to the U.K. is successfully challenged by the U.S. Internal Revenue Service (“IRS”).
•Our U.S. shareholders could suffer tax consequences if we are treated as a “controlled foreign corporation” for U.S. federal income tax purposes.
•Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.
Risks Associated with our Common Shares
•We may issue additional common shares or instruments convertible into common shares, which may materially and adversely affect the market price of our common shares.
•Our articles of association include mandatory offer provisions that may be viewed as less favorable to shareholders, including with respect to takeover matters.
•English law generally provides for increased shareholder approval requirements with respect to certain aspects of capital management.
General Risk Factors
•If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected.
•Changes in tax laws, regulations and interpretations or challenges to our tax positions could adversely affect our business.
•We operate in several jurisdictions and we could be adversely affected by violations of anti-bribery, sanctions and anti-money laundering laws and regulations.
•If we are unable to adequately protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights. Additionally, if we face claims of infringement of third-party intellectual property, we may be forced to incur costly litigation.
Risk Factors
Risks Associated with the Proposed Transaction with NCR Corporation
Our ability to complete the proposed transaction with NCR Corporation is subject to various closing conditions and regulatory, court and shareholder approvals that may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.
On January 25, 2021, we announced that the Company entered into an agreement (the “Acquisition Agreement”) to be acquired by NCR Corporation (“NCR”). Before the consummation of the transactions contemplated by the Acquisition Agreement, including our combination with NCR, various approvals must be obtained from regulatory authorities, the High Court of Justice in England and Wales and a majority in number representing not less than seventy-five percent in value of our shareholders. The process of obtaining regulatory, court or shareholder approvals and any conditions imposed on the granting of such approvals could have the effect of delaying completion of the proposed transaction or of imposing additional costs or limitations on the combined company following our acquisition. The regulatory, court or shareholder approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the proposed transaction that are not anticipated or cannot be met. If the consummation of the proposed transaction is delayed, including by a delay in receipt of necessary regulatory, court or shareholder approvals, the business, financial condition and results of operations of each company may also be materially and adversely affected.
Failure of the proposed transaction to be completed, the termination of the Acquisition Agreement or a significant delay in the consummation of the proposed transaction could negatively impact us.
The Acquisition Agreement is subject to a number of conditions that must be satisfied (or waived) in order to complete the proposed transaction. These conditions to the consummation of the proposed transaction may not be satisfied on a timely basis or at all and, accordingly, the proposed transaction may be significantly delayed or not be completed. In addition, we or NCR may terminate the Acquisition Agreement if the proposed transaction is not completed by October 25, 2021, if the proposed transaction is not sanctioned by the court at the court hearing, if the shareholders meetings have been held and completed but the requisite votes of our shareholders have not been obtained, if a governmental entity issues an injunction preventing the proposed transaction, and in the event of an uncured breach of the Acquisition Agreement by the other party that results in a
18
condition to closing not being capable of satisfaction. Furthermore, the consummation of the proposed transaction may be significantly delayed due to various factors, including potential litigation related to the proposed transaction.
If the proposed transaction is not consummated or significantly delayed, our ongoing business, financial condition and results of operations may be materially adversely affected and the market price of our common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the proposed transaction will be consummated. If the consummation of the proposed transaction is delayed, including by the receipt of a competing acquisition proposal, our business, financial condition and results of operations may be materially adversely affected. If the proposed transaction is terminated under certain circumstances, we will be required to reimburse NCR for the termination payment made in connection with our prior agreement with Catalyst Holdings Limited.
In addition, we have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Acquisition Agreement. If the proposed transaction is not completed or significantly delayed, we would have to recognize these expenses without realizing the expected benefits of the proposed transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the proposed transaction, including the diversion of management attention from pursuing other opportunities and the constraints in the Acquisition Agreement on our ability to make significant changes to our ongoing business during the pendency of the proposed transaction, could have a material adverse effect on our business, financial condition and results of operations.
Additionally, our business may have been and may continue to be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the proposed transaction, without realizing any of the anticipated benefits of completing the proposed transaction, and the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the proposed transaction will be completed. If the Acquisition Agreement is terminated and a party’s board of directors seeks another merger or business combination, our shareholders cannot be certain that we will be able to find a party willing to engage in a transaction on more attractive terms than the proposed transaction.
We will be subject to business uncertainties and contractual restrictions while the proposed transaction is pending.
Uncertainty about the effect of the proposed transaction on employees, customers, suppliers and vendors may have an adverse effect on our business, financial condition and results of operations. These uncertainties may impair our ability to attract, retain and motivate key personnel and customers pending the consummation of the proposed transaction, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the proposed transaction. Additionally, these uncertainties could cause our customers, suppliers, vendors and others with whom we deal to seek to change, or fail to extend, existing business relationships with us. In addition, competitors may target our existing customers by highlighting potential uncertainties and integration difficulties that may result from the proposed transaction.
The pursuit of the proposed transaction and the preparation for the integration may place a burden on our management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on our business, financial condition and results of operations.
In addition, the Acquisition Agreement restricts us from taking certain actions without NCR’s consent while the proposed transaction is pending, which may prevent us from pursuing opportunities without NCR’s approval or from taking other actions that we might have undertaken in the absence of the proposed transaction depending upon market conditions and other relevant factors, such as stock repurchases and restructurings, which may interfere with our ability to effectively respond to competitive pressures, execute business strategies, and meet financial goals. The Acquisition Agreement also contains customary provisions that restrict our ability to pursue alternative transactions to the proposed transaction, which may discourage potential competing acquirers from considering or proposing an alternative transaction that may provide a higher value to our shareholders. If the proposed transaction is not completed, these restrictions could have a material adverse effect on our business, financial condition and results of operations.
Litigation against us or NCR, or the members of our or NCR’s board of directors, could prevent or delay the completion of the proposed transaction.
While we and NCR believe that any claims that may be asserted by purported shareholder plaintiffs related to the proposed transaction would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the proposed transaction from being completed in a timely manner. Moreover, any litigation could be time consuming and expensive, could divert our and NCR’s management’s attention away from their regular business and, any lawsuit adversely resolved against us, NCR or members of our or NCR’s board of directors, could have a material adverse effect on each party’s business, financial condition and results of operations.
19
One of the conditions to the consummation of the proposed transaction is the absence of any statute, rule, regulation, executive order, decree, ruling, temporary restraining order, preliminary or permanent injunction or other order issued by a court or other government entity of competent jurisdiction having the effect of making the proposed transaction illegal or otherwise prohibiting consummation of the proposed transaction. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive having the effect of making the proposed transaction illegal or otherwise prohibiting consummation of the proposed transaction, then such injunctive or other relief may prevent the proposed transaction from becoming effective in a timely manner or at all.
Risks Associated with our Industry
The proliferation of payment options and increasingly frictionless methods of payment other than cash, including credit cards, debit cards, stored-value debit cards, contactless, and mobile payments options, could result in a reduced need for cash in the marketplace and a resulting decline in the usage of our ATMs.
The U.S., the U.K., Canada, Australia, Germany, and other developed markets have seen a shift in consumer payment trends since the late 1990s, with more customers now opting for electronic forms of payment (e.g., credit cards and debit cards) for their in-store purchases over traditional paper-based forms of payment (e.g., cash and checks). Additionally, some merchants offer free cash back at the point-of-sale (“POS”) for customers that utilize debit cards for their purchases, thus providing an additional incentive for consumers to use these cards. Increasingly, frictionless payment options, like contactless, are also being used by consumers. According to the Nilson Report2019 Diary of Consumer Payment Choice study issued by the Federal Reserve Bank of Atlanta in December 2018,August 2020, the percentage of cash transaction counts in the U.S. declined from approximately 31.9%31% of all payment transactions in 20122016 to approximately 25.9%26% in 2017,2019, with declines alsoincreases seen in check usage asboth credit and debit card transactions increased.transactions. However, according to the Federal Reserve, cash in termscirculation continues to increase, surpassing $2 trillion in the fourth quarter of absolute dollar value,2020, an increase of approximately 16% from the volume of cash used in payment transactions remained relatively flat at $1.6 trillion from 2012 to 2017.prior year. The U.K. has followed a similar trend in absolute terms according to the Access toUK Cash study in the U.K.,& Cash Machines 2020 Report issued by UK Finance, with cash making up over a third20% of all transactions and being the second most common payment method. In Australia, the valueuse of banknotesdebit cards overtook cash as the single most frequently used payment method. In its 2019 consumer payments survey issued in circulation increased by 2.5% over 2017, but at a somewhat slower rate than in past years. In their customer payments survey,March 2020, the Reserve Bank of Australia published that 37%27% of all payments made in Australia arewere with cash.cash, down from 37% in 2016. According to the 20182020 Canadian Payment Methods and Trends study, cash was still the most used payment method at 29.8%transaction volume declined 9% in 2019, to represent 22% of all transactions and while cash has been in decline in recent years, in 2017, the rate of decline showed signs of slowing.total point-of-sale payments volume. On a same-store basis, over the 12-month period prior to the Pandemic, we havehad generally seen a single-digit percentage rate of decline in the number of cash withdrawal transactions conducted on our U.K.-based ATMs during the last 12-24 months while we havehad seen low single-digit rates of growth in our U.S.-based ATMs, over the last twelve months, which is partly attributable to increased transactions from our retail-based surcharge-free Allpoint network. However, during 2020 we have seen increased volatility of our same-store transactions driven by store closures and regional lockdowns caused by the COVID-19 pandemic. See the risk factor entitled We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-19” or the “Pandemic”) that has adversely affected our business, and that may in the future have a material adverse impact on our business.
The continued growth in online shopping and electronic payment methods, such as mobile phone payments, contactless payments and card only self-service order and payment terminals could result in a reduced need for cash in the marketplace and ultimately, a decline in the usage of ATMs. NewOnline credit and debit card only shopping and other payment technology, such as Venmo, Zelle, Square Cash, Facebook Messenger Payments and virtual currencies such as Bitcoin, or other new payment method preferences by consumers could reduce the general population’s need or demand for cash and negatively impact our transaction volumes in the future. The proliferation of payment options and changes in consumer preferences and usage behavior could reduce the need for cash and have a material adverse impact on our operations and cash flows.
The ATM industry is highly competitive and such competition may increase, which may adversely affect our profit margins.
The ATM business is and can be expected to remain highly competitive. Our principal direct competition comes from independent ATM companies and financial institutions in all of the countries in which we operate. Our competitors could prevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the revenue generated by transactions at our ATMs, or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, new and less traditional competitors may enter the market, vertically integrated competitors, such as expanded product and service offerings by cash-in-transit providers, may offer comprehensive bundled product and service offerings, or we may face additional competition associated with the creation, integration, and consolidation of competitors through transactions as well as the introduction of alternative payment mechanisms and emerging payment technologies. Increased competition could result in transaction fee reductions, reduced gross margins, and loss of market share. As a result, the failure to effectively adapt our organization, products, and services to the market could significantly reduce our offerings to gain market acceptance, could significantly reduce our revenue, increase our operating costs, or otherwise adversely impact our operations and cash flows.
20
Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.
We, along with our partners and customers in the financial services area, are subject to a number of laws and regulations, including, among others, those promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the Gramm Leach Bliley Act and state cybersecurity, privacy, and breach notification laws, the Australian Privacy Act, the Personal Information Protection and Electronic Documents Act in Canada, and the European Union ("E.U.") General Data Protection Regulations. In addition, other jurisdictions in which we conduct our business such as Canada, India and South Africa are considering passing similar legislation and regulations. These laws, rules and regulations address a range of issues including data privacy and cybersecurity, and restrictions or technological requirements regarding the collection, use, storage, protection, retention or transfer of data.
Such government regulation (together with applicable industry standards) may increase the costs of doing business. Federal, state, municipal and foreign governments and agencies have adopted and could in the future adopt, modify, apply or enforce laws, policies, regulations, and standards covering user privacy, data security, cybersecurity, technologies such as cookies that are used to collect, store and/or process data, marketing online, the use of data to inform marketing, the taxation of products and services, unfair and deceptive practices, and the collection (including the collection of information), use, processing, transfer, storage and/or disclosure of data associated with unique individual internet users. New regulation or legislative actions regarding data privacy and security could have a material adverse impact on our operations and cash flows.
The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations.
We rely on transaction-based revenues in each of our markets and any regulatory fee limits that could be imposed on our transactions may have an adverse impact on our revenues and profits. If legislation were to be enacted in the future in any of our markets, and the amount we were able to charge consumers to use our ATMs was reduced, our revenues and related profitability would be negatively impacted. Furthermore, if such limits were set at levels that are below our current or future costs to operate our ATMs, it would have a material adverse impact on our ability to continue to operate under our current business model and adversely impact our revenues and cash flows. Despite the nationwide acceptance of surcharge fees at ATMs in the U.S. since their introduction in 1996, consumer activists have from time to time attempted to impose local bans or limits on surcharge fees. Even in the few instances where these efforts have passed the local governing body (such as with an ordinance adopted by the city of Santa Monica, California), U.S. federal courts have overturned these local laws on federal preemption grounds. Although Section 1044 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") contains a provision that will limit the application of federal preemption with respect to state laws that do not discriminate against national banks, federal preemption will not be affected by local municipal laws, where such proposed bans or limits often arise. Additionally, some U.S. federal officials have expressed concern in previous years that surcharge fees charged by banks and non-bank ATM operators are unfair to consumers.
Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing our future revenues and operating profits.
Interchange fees, which represented 27.8%approximately 26% of our total ATM operating revenues for the year ended December 31, 2019,2020, are set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. These fees vary from one network to the next. During the year ended December 31, 2019, 16.6%, 10.8%,2020, approximately 14% and 0.4%12% of our total ATM operating revenues were derived from interchange fees in Europe & Africa and North America, and Australia & New Zealand, respectively. Some of these fees are subject to pricing changes that we may be unable to offset through lower payments to merchants.merchants or other measures. Interchange revenues in the U.K. accounted for 14.7%the majority of our consolidated ATM operating revenues. In the U.K., the
In addition to LINK transactions, a small number of UKU.K. financial institutions have issued cards that are not affiliated with the LINK network, but instead route over a Visa or MasterCard network. Transactions conducted on our ATMs from these cards currently represent less than 3%approximately 5% of our annual withdrawal transactions in the U.K. The interchange rates set by Visa and MasterCard have historically been less than the LINK rates. Accordingly, if any major financial institution in the U.K. decided to leave the LINK network in favor of Visa, MasterCard, or another network, and we elected to continue to accept the transactions of their cardholders, such a move could impact the interchange revenues that we currently receive from the related withdrawal transactions conducted on our ATMs by these cardholders in that market. During 2017, some of the major financial institutions that provide the majority of LINK volumes expressed concern about theThe LINK interchange rate and commenced efforts to significantly lower the interchange rate. As a result, a group of members of LINK (the “Working Group”) developed a new interchange rate setting mechanism and in October 2017, it was decided that an independent “LINK Board” would set interchange rates going forward. On January 31, 2018 the LINK Board issued an update and determined that interchange rates would decreasedecreased by 5% from 2017 levels, effective July 1, 2018 and announced the intention to further reduce the interchange rate by three further annual 5% reductions. However, on July 16, 2018, LINK announced that the third interchange rate decrease was canceled and the fourth rate decrease was suspended, pending further review. The first 5% rate reduction occurred on July 1, 2018 and the second scheduledan additional 5% decreaseon January 1, 2019 and may be reduced further in the LINK interchange rate occurred January 1, 2019.future. Should there be a significant change in the LINK scheme or its membership, our U.K. interchange revenues and profits could be further adversely impacted.
21
In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. routed across their debit networks through a combination of reducing the transaction rates charged to financial institutions and higher per-transaction fees charged by the networks to ATM operators. Accordingly, if some of the networks through which our ATM transactions are routed were to reduce the interchange rates paid to us or increase their transaction fees charged to us for routing transactions across their network, our future transaction revenues could decline. For example, Visa announcedimplemented a newhigher acquirer fee for non-monetary transactions in the U.S. that took effect on April 1, 2019. In addition to the impact of net interchange rate decreases, we have seen certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction to us. In Canada, the vast majority of transactions route through the Interac network which sets the interchange revenue rates for its network.
In Canada, domestic transactions represent more than 90% of total transaction volume and these route through the Interac network, which sets the interchange revenue rates for the transactions, with the remaining, non-domestic transactions routing primarily to Visa and Mastercard.As a result, if Interac were to reduce the interchange revenue rates or increase their transaction fees for routing transactions across their network, our future transaction revenues could decline.
Future changes in interchange rates, some of which we have minimal or no control over, could have a material adverse impact on our operations and cash flows.
We operate in a changing and unpredictable regulatory environment, which may harm our business. If we are subject to new regulations or legislation regarding the operation of our ATMs, we could be required to make substantial expenditures to comply with that regulation or legislation, which may reduce our net incomeprofit margins and our profit margins.net income.
With its initial roots in the banking industry, the U.S. ATM industry is regulated by the rules and regulations of the federal Electronic Funds Transfer Act, which establishes the rights, liabilities, and responsibilities of participants in EFT systems. The vast majority of states have few, if any, licensing requirements. However, legislation related to the U.S. ATM industry is periodically proposed at the state and local level. In past years, certain members of the U.S. Congress called for a re-examination of fees that are charged for an ATM transaction, although no legislation was passed relative to these matters. As a part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, (“Dodd-Frank Act”), the Consumer Financial Protection Bureau was created, and it is possible that this governmental agency could enact new or modify existing regulations that could have a direct or indirect impact on our business. For additional information related to this topic, see the risk factor entitled The passage of legislation banning or limiting the fees we receive for transactions conducted on our ATMs would severely impact our revenues and our operations below.above.
The Americans with Disabilities Act (“ADA”), through implementing regulations, requires that public accommodations be accessible to and independently usable by individuals with disabilities, including visually-impaired or wheel-chair bound persons. The U.S. Department of Justice issued accessibility regulations under the ADA that became effective in March 2012, which provided specific requirements for ATMs. Failure to meet these requirements, and other similar requirements under various states’ laws, could adversely impact our operations and revenues, including through costs incurred in lawsuits and payment of damages,
fines or penalties. The Commonwealth of Massachusetts and the National Federation of the Blind (the “NFB”) had pursued a lawsuit against the Company alleging non-compliance with the ADA, its implementing regulations, and court orders. We settled this lawsuit by, among other things, agreeing to certain procedures and standards for voice guidance on ATMs. While we have completed implementation of the operational elements of our settlement agreement, any failure to meet the remaining reporting requirements of our settlement agreement in this matter could adversely impact our operations and revenues, including through the incurrence of damages.
In the U.K., the ATM industry historically has been largely self-regulating. Most ATMs in the U.K. are part of the LINK network and must operate under the network rules set forth by LINK, which operates under the oversight of the Bank of England and its regulatory capacity and since October 2013, the Payment Systems Regulator (“PSR”) oversees any payment system operating in the U.K. and its participants. The PSR is actively engaged in a review of the LINK scheme and the scheme’s direct commissioning and interchange operating procedures. See the risk factor entitled Interchange fees, which comprise a substantial portion of our transaction revenues, may be lowered in some cases at the discretion of the various EFT networks through which our transactions are routed, or through potential regulatory changes, thus reducing our future revenues and operating profits above.
We are also subject to various regulations in other jurisdictions that we operate in, including Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand and South Africa. Due to the numerous regulations in the jurisdictions in which we operate, there are risks and substantial costs incurred in ensuring consistent compliance with the existing regulatory requirements in those jurisdictions. To the extent we are not successful in complying with the new or existing regulations, non-compliance may have an impact on our ability to continue operating in such jurisdictions or adversely impact our profits. New legislation proposed in any of the jurisdictions in which we operate, or adverse changes in the laws that we are subject to, may materially affect our business through the requirement of additional expenditures to comply with that legislation or other direct or indirect impacts on our business. If regulatory legislation is passed in any of the jurisdictions in which we operate, we could be required to incur substantial expenditures or suffer adverse changes in our business that would reduce our net income. In addition, new product and service offerings such as mobile ATM access and deposit-taking ATMs are often subject to additional regulations which may have an impact on our ability to offer such products. We may not be able to comply with all such regulations for new product and services offerings or may not be able to do so profitability.
22
Internal control failures, security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity,could harm our business by compromising Company, merchant or vendor data or cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability.
As part of our transaction processing services, we electronically process and transmit cardholder information. We and our vendors have been, and will continue to be, subjected to cyber-attacks or internal control failures, including accidental or intentional computer or network issues (such as unauthorized parties gaining access to our information technology systems, phishing attacks, viruses, malware or ransomware installation, server malfunction, software or hardware failures, impairment of data integrity, loss of data or other computer assets, adware, or other similar issues), none of which to date have resulted in any material disruption, interruption, or loss. Our vulnerability to attack and our vendors’ vulnerability to attack exists in relation to known threats, against which weand unknown threats. We work to implement and maintain what we consider to be adequate security controls as well as otherin response to known threats, while we are unable to proactively defend against which we cannot defendunknown threats because they are unknown. Consequently, the security measures we deploy and our internal processes and procedures are not perfect or impenetrable, and despite our investment in and maintenance of security controls, we may be unable to anticipate or prevent all unauthorized access attempts made on our systems.
A vulnerability in the cybersecurity of our systems or one or more of our vendors’ systems (which include, among other things, cloud based networks and services outside of the control of the Company) could impair, compromise or shut down one or more of our computing systems, transaction processing systems, or our IT network and infrastructure, which could harm our business or result in harm to our customers or our business partners and result in negative publicity or media coverage. Furthermore, companies that process and transmit cardholder information have been specifically and increasingly targeted in recent years by sophisticated and persistent actors including hacktivists, organized criminal groups, and nation states in an effort to obtain information and utilize it for fraudulent transactions or other purposes. It is also possible that a cyber-attack or information security breach could occur and persist for an extended period of time without detection. We expect that any investigation of a cyber-attack would be inherently unpredictable and that it would take time before the completion of any investigation and before there is availability of full and reliable information. During such time we may not necessarily know the extent of the harm or how best to
remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all or any of which would further increase the costs and consequences of a cyber-attack.
The technical and procedural controls we, our vendors and our other partners use to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against control failures, data security breaches or other cyber incidents. The risk of unauthorized circumvention of our security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. Unauthorized access to our computer systems, or those of our third-party service providers, could result in the theft or publication of the information or the deletion or modification of sensitive records, and could cause interruptions in our operations. Any inability to prevent security breaches could damage our relationships with our merchant and financial institution customers, cause a decrease in transactions by individual cardholders, expose us to liability including claims from merchants, financial institutions, and cardholders, and subject us to network fines.
Further, we could be forced to expend significant resources in response to a security breach, including repairing system damage and increasing cybersecurity protection costs by deploying additional personnel, each of which could divert the attention of our management and key personnel away from our business operations. These claims also could result in protracted and costly litigation. If unsuccessful in defending that litigation, we might be forced to pay damages and/or change our business practices.
While many of our agreements with partners and third-party vendors contain indemnification provisions and we maintain insurance intended to cover some of these risks, such measures may not be sufficient to cover all of our losses from any future breaches of our systems.
We have a history of making acquisitions and investments, which expose us to additional risk associated with the integration of new information systems, processes, and procedures. We may not adequately identify weaknesses in an acquired entity’s information systems either before or after an acquisition, which could affect the value we are able to derive from the acquisition, expose us to unexpected liabilities or make our own systems more vulnerable to a cyber-attack. We may also not be able to integrate the systems of the businesses we acquire in a timely manner which could further increase these risks until such integration takes place.
As a global company, the cross border movement of data increases our exposure to cybersecurity threats. This cross border data movement must be managed in accordance with an ever changing compliance landscape and the development of cybersecurity guidance and best practice and while we have and will continue to invest in the protection of our systems and the maintenance of what we believe to be adequate security controls over individually identifiable customer, employee and vendor data provided to us, there can be no assurance that we will not suffer material losses relating to cyber-attacks or other security breaches involving our information systems in the future. In addition, we could be impacted by existing and proposed laws and regulations, as well as government policies and practices related to cybersecurity, privacy, and data protection across the various jurisdictions in which we operate which may overlap and potentially conflict with one another. An actual security
23
breach or cyber-incident could have a material adverse impact on our operations and cash flows and costs to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significantly over and above any obligations arising from any penalties imposed by any regulatory or supervisory authority including in connection with General Data Protection Regulations.
Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems, including transaction processing services, causing non-compliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders.
We routinely face cyber and data security threats through computer viruses, malware, attachments to emails, persons inside our organization or persons with access to systems inside our organization and other significant disruptions of our IT networks and related systems (“System Threats”). Any one or more System Threats could result in the infiltration of our systems, as well as those of our customers and partners, and disrupt our delivery of services, cause delays or loss of data or public releases of confidential data or make our applications unavailable, all of which could have a material adverse effect on our revenues and our operations and cash flows. Although we utilize several preventative and detective security controls in our network, we have from time to time experienced System Threats to our data and systems, including but not limited to computer viruses, unauthorized parties gaining access to our information technology systems and similar incidents, none of which to date have resulted in any material disruption, interruption or loss. Our preventative and detective security controls at times have been, and may be at times in the future, ineffective in preventing System Threats, and material consequences arising from the occurrence of any such event could damage our relationships with our customers, cause a decrease in transactions by individual cardholders, cause our reputation to be damaged, require us to make significant expenditures to repair or replace equipment, or cause our non-compliance with applicable network rules and regulations.
Currency design changes may require modifications to our ATMs that could impact our operations and cash flows.
In American Council of the Blind, et. al., v. Timothy F. Geithner, Secretary of the Treasury (Case #1:02-cv-00864) in the U.S. District Court for the District of Columbia (the “Court”) an order was entered that found that U.S. currencies (as currently designed) violated the Rehabilitation Act, a law that prohibits discrimination in government programs on the basis of disability, as the paper currencies issued by the U.S. are identical in size and color, regardless of denomination. As a consequence of this ruling, the U.S. Treasury stated in its semi-annual status report filed with the Court in September 2012, that the Bureau of Engraving and Printing (“BEP”) was making progress towards implementing the Secretary’s decision to provide meaningful access to paper currency by: “(i) adding a raised tactile feature ("RTF") to each Federal Reserve note that the BEP may lawfully redesign, (ii) continuing the BEP’s program of adding large high-contrast numerals and different colors to each denomination that it may lawfully redesign, and (iii) implementing a supplemental currency reader distribution program for blind and other visually impaired U.S. citizens and legal residents.” Of these three steps only the first materially affects the ATM industry. The BEP continues to research the RTF and is engaged in testing samples in conjunction with the Banknote Equipment Manufactures program. Until a selection is made and disclosed by the BEP, the impact, if any, a raised tactile feature will have on the ATM industry remains unknown. It is possible that such a change or any redesign of currencies could require us to incur additional costs, which could be substantial, to modify or replace our ATMs in order to store and dispense notes with raised or other tactile features.
Risks associatedAssociated with our business.Business
We depend on ATM and financial services transaction fees for substantially all of our revenues, and our revenues would, and profits could, be reduced by a decline in the usage of our ATMs or a decline in the number of ATMs that we operate, whether as a result of changes in consumer spending preferences, global economic conditions or otherwise.
Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs and multi-function financial services kiosks, including surcharge and interchange transaction fees, have historically accounted for most of our revenues. We expect that transaction fees, including fees we receive through our bank-branding and surcharge-free network offerings, will continue to account for the substantial majority of our revenues for the foreseeable future. Consequently, our future operating results will depend on many factors, including: (i) the market acceptance of our services in our target markets, (ii) the level of transaction fees we receive, (iii) our ability to install, acquire, operate, and retain ATMs, (iv) usage of our ATMs by cardholders and any changes in payment preferences they may have, (v) our ability to charge cardholders fees to use our ATMs, and (v)(vi) our ability to continue to expand our surcharge-free and other automated consumer financial services offerings. If alternative technologies to our services are successfully developed and implemented or there is a significant shift in consumer preferences for other alternative payment methods, we may experience a decline in the usage of our ATMs. Surcharge rates, which are largely market-driven and are often negotiated between us and our merchant partners, could be reduced over time.
24
Further, growth in surcharge-free ATM networks and widespread consumer bias toward these networks could adversely affect our revenues, even though we maintain our own surcharge-free offerings. Many of our ATMs are utilized by consumers that frequent the retail establishments in which our ATMs are located, including convenience stores, gas stations, malls, grocery stores, drug stores,pharmacies, airports, train stations, and other large retailers. If there is a significant slowdown in consumer spending or a change in consumer payment preferences, the number of consumers that frequent the retail establishments in which we operate our ATMs may decline and the number of transactions conducted on those ATMs and our network, and the corresponding transaction fees we earn, may also decline. Additionally, should banks increase the fees they charge to their customers when using an ATM outside of their network (i.e., out of network or foreign bank fees), this would effectively make transactions at our ATM more expensive to consumers and could adversely impact our transaction volumes and revenues.
Should banks or other ATM operators decrease or eliminate the fees they charge to users of their ATMs in any of our markets (as they did in Australia in 2017) or otherwise offer free access to their networks, such action would make transactions at our ATM comparatively more expensive to consumers and could adversely impact our transaction volumes and revenues. A decline in usage of our ATMs by cardholders, in the levels of fees received by us in connection with this usage, or in the number of ATMs that we operate, would have a negative impact on our revenues and cash flows and would limit our future growth potential.
We derive a substantial portion of our revenue from ATMs placed with a small number of merchants. The expiration, termination or renegotiation of any of these contracts with our top merchants, or if one or more of our top merchants were to cease doing business with us or substantially reduce its dealings with us, could cause our revenues to decline significantly and could adversely impact our business, financial condition and results of operations could be adversely impacted.operations.
For the year endedDecember 31, 2019,2020, our contracts with our top five merchant customers (Co-opCo-op Food (in the U.K.), Couche Tard,Couche-Tard, CVS, Speedway, and Walgreens)Walgreens accounted for approximately 22%23% of our total revenues, the largest of which accounted for approximately 6% of our total revenues. Because a significant percentage of our future revenues and operating income depends upon the successful continuation of our relationship with our top merchant customers, the loss of any of our largest merchants, such as the loss of 7-Eleven in the U.S. in 2017, a decision by any one of them to reduce the number of our ATMs placed in their locations, or a decision to sell or close their locations could result in a decline in our revenues or otherwise adversely impact our business operations. To the extent there is consolidation or contraction within our primary retailer partners, and as a part of that consolidation or contraction, the retailers decide to reduce their store footprint, such an event could materially impact our revenues and profits. Furthermore, if their financial conditions were to deteriorate in the future, and as a result, one or more of these merchants was required to close a significant number of their store locations, our revenues would be significantly impacted. Additionally, these merchants may elect not to renew their contracts when they expire. As of December 31, 2019,2020, the contracts we have with our five largest merchant customers had a weighted average remaining contractual life of approximately 3.52.7 years.
Even if our major contracts are extended or renewed, the renewal terms may be less favorable to us than the current contracts. If any of our largest merchants enters bankruptcy proceedings and rejects its contract with us, fails to renew its contract upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, it could result in a decline in our revenues and profits and have a material adverse impact on our operations and cash flows.
Deterioration in global credit markets, as well as changes in legislative and regulatory requirements, could have a negative impact on financial institutions including those with whom we conduct business and may seek to conduct business.
We have a significant number of customer and vendor relationships with financial institutions in all of our key markets, including relationships in which those financial institutions pay us for the right to place their brands on our ATMs. Additionally, we rely on a small number of financial institution partners to provide us with the cash that we maintain in our Company-owned ATMs and some of our merchant-owned ATMs. Further, we rely on a small number of financial institution partners to provide us with liquidity under our revolving credit facility. Volatility in the global credit markets may have a negative impact on those financial institutions and our relationships with them. In particular, if the liquidity positions of the financial institutions with which we conduct business deteriorate significantly, these institutions may be unable to perform under their existing agreements with us. If these defaults were to occur, we may not be successful in our efforts to identify new bank-branding partners, vault cash providers or lenders, and the underlying economics of any new arrangements may not be consistent with our current arrangements. Furthermore, if our existing bank-branding partners or vault cash providers are acquired by other institutions with assistance from the Federal Deposit Insurance Corporation (“FDIC”), or placed into receivership by the FDIC, it is possible that our agreements may be rejected in part or in their entirety.
25
We rely on third-partiesthird parties in the various regions where we operate to provide us with the cash we require to operate many of our ATMs. If these third-partiesthird parties were unable or unwilling to provide us with the necessary cash to operate our ATMs, we would need to identify alternative sources of cash to operate our ATMs or we would not be able to operate our business.
We primarily rely on several financial institutions in the regions where we operate to provide us with the vault cash that we use in our ATMs where cash is not provided by the merchant, which includes approximately 41,00042,000 ATMs in North America, approximately 19,00017,000 ATMs in Europe and Africa, and approximately 4,000 ATMs in Australia and New Zealand.For the quarter ended December 31, 2019,2020, we had an average outstanding vault cash balance of approximately $1.9$2.5 billion held in our North America ATMs, approximately $1.1$1.2 billion in our ATMs in Europe and Africa and approximately $0.2$0.3 billion in our ATMs in Australia and New Zealand.
The willingness of financial institutions to provide vault cash to us depends, in part, on the capital classification given to such cash by regulators, any change to which may increase the cost of the vault cash or disincentivize financial institutions from cash rental products. Our existing vault cash rental agreements expire at various times through June 2023.December 2025. However, each provider has the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events. Other key terms of our agreements include the requirement that the vault cash providers provide written notice of their intent not to renew. Such notice provisions typically require a minimum of 180 to 360 days’ notice prior to the actual termination date. If such notice is not received, then the contracts will typically automatically renew for an additional one-year period.
If our vault cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash from our ATMs, or if they fail to provide us with cash as and when we need it for our operations, our ability to operate our ATMs would be jeopardized, and we would need to locate alternative sources of vault cash or potentially suffer significant downtime of our ATMs.ATMs or significantly increased costs as a result of more frequent replenishments. In the event this was to happen, the terms and conditions of the new or renewed agreements could potentially be less favorable to us, which would negatively impact our results of operations. Furthermore, restrictions on access to cash to fill our ATMs could severely restrict our ability to keep our ATMs operating and could subject us to performance penalties under our contracts with our customers. A significant reduction in access to the necessary cash to operate our ATMs could have a material adverse impact on our operations and cash flows.
We rely on third-party EFT network providers, transaction processors, bank sponsors, armored couriercash-in-transit providers, and maintenance providers to provide services to our ATMs. If some of these providers that service a significant number of our ATMs fail or otherwise cease, consolidate, or no longer agree to provide their services, we could suffer a temporary loss of transaction revenues, incur significant costs or suffer the permanent loss of any contract with a merchant or financial institution affected by such disruption in service.
We rely on EFT network providers and have agreements with various transaction processors, armored couriercash-in-transit providers, and maintenance providers. These service providers enable us to provide card authorization, data capture, settlement, cash management and delivery, and maintenance services to our ATMs. Typically, these agreements are for periods of two or three years each. If we are unable to secure the renewal or replacement of any expiring vendor contracts, or a key vendor fails or otherwise ceases to provide the services for which we have contracted and disruption of service to our ATMs occurs, our relationship with those merchants and financial institutions affected by the disrupted ATM service could suffer.
While we have more than one provider for each of the critical services that we rely on third-partiesthird parties to perform, certain of these providers currently provide services to or for a significant number of our ATMs. Although we believe we would be able to transition these services to alternative service providers, this could be a time-consuming and costly process. In the event one or more of such service providers was unable to deliver services to us, we could suffer a significant disruption in our business, which
could result in a material adverse impact to our financial results. Furthermore, any disruptions in service in any of our markets, whether caused by us or by third-party providers, may continue to result in a loss of revenues under certain of our contractual arrangements that contain minimum service-level requirements and could result in a material adverse impact on our operations and cash flows.
Our operational failures or those of our transaction processors, EFT networks or other service providers could delay or interrupt our products and services and harm our business and our relationships with our merchant and financial institution customers.
Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our EFT transaction processing platforms, third-party transaction processors, telecommunications network systems, and other service providers as well as availability of hardware and replacement parts from vendors. Accordingly, any damage, destruction, or third-party actions that interrupt our services would severely harm our business and reputation and result in a loss of revenues and profits and could cause us to incur substantial additional expenses. Additionally, if any interruption is caused by us, especially in those situations in which we serve as the primary transaction processor, such interruption could result in the loss of the affected merchants and financial institutions, or damage our relationships with them. Prolonged interruption of our services or network that extends for more than several hours (i.e., where our backup systems are not able to recover) would result in data loss and/or a reduction in revenues as our ATMs would be unable to process transactions. Our systems and operations and those of our transaction processors and our EFT network and other service providers could be exposed to damage or interruption from fire,
26
floods, natural disaster,disasters, unlawful acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry, cyber-attack, public health emergencies and computer viruses, among other things. We cannot be certain that any measures we and our service providers have taken to prevent system failures will be successful or that we will not experience service interruptions. Should a significant system failure occur, it could have a material adverse impact on our operations and cash flows. In addition, a significant interruption of service could have a negative impact on our reputation and could cause our present and potential merchant and financial institution customers to choose alternative service providers, as well as subject us to fines or penalties related to contractual service agreements and ultimately cause a material adverse impact on our operations and cash flows.
We maintain a significant amount of vault cash within our Company-owned ATMs, which is subject to potential loss due to theft, civil unrest or other events, including natural disasters.
For the quarter ended December 31, 2019,2020, our average outstanding vault cash balance was $3.2$4.0 billion in our ATMs. Any loss of vault cash from our ATMs is generally our responsibility. We typically require that our service providers, who either transport or temporarily store the vault cash or otherwise have access to the ATM safe, maintain adequate insurance coverage in the event cash losses occur as a result of theft, misconduct, or negligence on the part of such providers. Cash losses at the ATM occur in a variety of ways, such as natural disasters (hurricanes,(e.g., hurricanes, flooding, tornadoes, etc.), fires, vandalism, and physical removal of the entire ATM, defeating the interior safe or by compromising the ATM’s technology components. BecauseThe frequency of incidents of vandalism and physical removal often increase during civil unrest and riots. Recent protests, riots and civil unrest, specifically within large urban areas in the U.S., have coincided with increased incidents of vandalism and theft of ATMs and vault cash within our U.S. market. As our ATMs are often installed at retail sites, they face exposure tothere are attempts of theft and vandalism.vandalism from time to time. Thefts of vault cash may be the result of an individual acting alone or as a part of a crime group.group or occur during civil unrest and rioting. We have experienced theft of vault cash from our ATMs across the geographic regions in which we operate and have at times temporarily removed ATMs from service to enhance security features or have permanently removed ATMs due to security concerns. While we maintain insurance policies to cover significant losses that may occur that are not covered by the insurance policies maintained by our service providers, such insurance coverage is subject to deductibles, exclusions, and limitations that may leave us bearing some or all of those losses. Significant vault cash losses could result in a material adverse impact on our operations and cash flows.
Any increase in the frequency and/or amounts of theft and other losses could negatively impact our operating results by causing higher deductible paymentslevels and increased insurance premiums. Certain ATM types have recently been susceptible to coordinated ATM attacks that generally involves a logical or physical compromise of the ATM, which causes the ATM to dispense cash without proper authorization and can be controlled remotely in certain types of these attacks. While we maintain a controls program across many fronts to prevent and quickly detect unauthorized ATM access and theft attempts, there can be no assurance that a significant or successful jackpotting type of attack attempt could occur on our portfolio. Additionally, in recent periods, we have seen elevated attack attempts and vault cash losses in our U.K. business, in particular.business. Should these losses continue at an elevated or increasing rate, it could adversely impact our results and impact our ability to obtain insurance for the vault cash used on our ATMs.Also, damage sustained to our merchant customers’ store locations in connection with any ATM-related thefts, if extensive and frequent enough in nature, could negatively impact our relationships with those merchants and impair our ability to deploy ATMs in those existing or new locations of those merchants. Certain merchants have requested, and could request in the future, that we remove ATMs from store locations that have suffered damage as a result of ATM-related thefts, thus negatively impacting our financial results. Finally, we have in the past, and may in the future, voluntarily remove vault cash from certain ATMs on a temporary or permanent basis to mitigate further losses arising from theft or vandalism. Depending on the magnitude and duration of any cash removal, our revenues and profits could be materially and adversely affected.
Our armored transportcash-in-transit business exposes us to additional risks beyond those currently experienced by us in the ownership and operation of ATMs.
Our armored couriercash-in-transit operation in the U.K. delivers cash to and collects residual cash from our ATMs in that market. As of December 31, 2019,2020, we were providing armored couriercash-in-transit services to a majority of our ATMs in that market and we currently intend to further expand that operation to service additional ATMs.market. The armored transportcash-in-transit business exposes us to significant risks, including the potential for cash-in-transit losses, employee theft, as well as claims for personal injury, wrongful death, worker’s compensation, punitive damages, and general liability. There can be no assurance that we will avoid significant future claims or adverse publicity related thereto. Furthermore, there can be no assurance that our insurance coverage will be adequate to cover potential liabilities or that insurance coverage will remain available at costs that are acceptable to us. The availability of quality and reliable insurance coverage is an important factor in our ability to successfully operate this aspect of our operations. A loss claim for which insurance coverage is denied or that is in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations and cash flows.
27
If we fail to adapt our products and services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers or have difficulty attracting new customers, which would adversely impact our revenues and our operations.
The markets for our products and services are characterized by constant technological changes, frequent introductions of new products and services and evolving industry standards. Due to a variety of factors, including but not limited to security features, compatibility between systems and software and hardware components, consumer preferences, industry standards, demands of our financial institution and retail customers, and other factors, we regularly update the technology components, including software, on our ATMs. These technology upgrade efforts, in some cases, may result in downtime to our ATMs, and as a result, loss of transactions and revenues. Additionally, our ability to enhance our current products and services and to develop and introduce innovative products and services that address the increasingly sophisticated needs of our customers will significantly affect our future success.We may also accumulate excess or obsolete inventory or assets that cannot be used or re-deployed, which could result in unanticipated write-downs and adversely affect our financial results.To the extent we are not able to re-deploy the assets, we may in future periods incur write-downs of these and other assets which could materially and adversely affect our business, results of operations, and stockholders’ equity.
Our ability to take advantage of opportunities in the market may require us to invest considerable resources adapting our organization and capabilities to support development of products and systems that can support new services or be integrated with new technologies and incur other expenses in advance of our ability to generate revenue from these products and services. These developmental efforts may require substantial capital investment, divert resources from other potential investments in our businesses, divert management time and attention from other matters, and these efforts may not lead to the development of viable new products or services on a timely or cost effective basis. We may not be successful in developing, marketing or selling new products and services that meet these changing demands. In addition, we may experience difficulties that could delay or prevent the successful development, introduction or marketing of these products and services, or our new products and services and enhancements may not adequately meet the demands of the marketplace or achieve market acceptance.
If we are unsuccessful in offering products or services that gain market acceptance, it could have an adverse impact on our ability to retain existing customers or attract new ones, which could have a material adverse effect on our revenues and our operations.
Errors or omissions in the settlement of merchant funds or in our vault cash reconciliations could damage our relationships with our merchant customers and vault cash providers, respectively, and expose us to liability.
We are responsible for maintaining accurate bank account information for certain of our merchant customers, financial institution customers and vault cash providers and accurate settlements of funds into these accounts based on the underlying transaction activity. This process relies on precise and authorized maintenance of electronic records and internal controls. Although we have controls in place to help ensure the safety and accuracy of our records in the movement and settlement of funds, errors or unauthorized changes to these records or failure to maintain proper controls of the vault cash in transit with our carrierscash-in-transit providers could result in the erroneous or fraudulent movement of funds, thus damaging our relationships with our merchant customers and vault cash providers, exposing us to liability and potentially resulting in a material adverse impact on our operations and cash flows.
Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities, loans and our vault cash rental costs.
Interest on amounts borrowed under our revolving credit facility isand our term loan are based on a floating interest rate, and our vault cash rental expense is based primarily on floating interest rates. As a result, our interest expense and vault cash managementrental costs are sensitive to changes in interest rates. WeIn the U.S. and U.K., we pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various LIBOR in the U.S., and the U.K.LIBOR. In Germany and Spain, the rate is based on the Euro Interbank Offered Rate (commonly referred to as “Euribor”). In Mexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”), in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and the Canadian prime rate, and in Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”). Although we currently hedge a portion of our vault cash interest exposure and interest on outstanding borrowings on our revolving credit facilityterm loan by using interest rate swap and cap contracts, we may not be able to enter into similar arrangements for similar amounts in the future. Any significant future increases in interest rates could have a negative impact on our earnings and cash flow by increasing our operating costs and expenses.
For additional information, including with respect to the transition from LIBOR, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk.
28
We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-19” or the "Pandemic") that has adversely affected our business, and that may in the future have a material adverse impact on our business.
Many of our ATMs are located in convenience stores, gas stations, malls, casinos, grocery stores, pharmacies, airports, train stations, and other large retailers and are utilized by consumers that frequent them. Transaction volumes at our merchant customers notATMs located in regions affected by strong winter weather patterns typically experience declines in volume during those months as a result of decreases in the amount of consumer traffic through such locations. With the majority of our ATMs located in the northern hemisphere, we expect to participatesee slightly higher transactions in the warmer summer months from May through August, which are also aided by increased vacation and holiday travel. As a result of these seasonal variations, our surcharge-free network offeringsquarterly operating results may fluctuate and could lead to volatility in the price of our shares. In addition, if a recessionary economic environment were to reduce traffic at our ATM locations, this could impact the level of transactions taking place on our networks and at our ATMs.
Natural or man-made disasters (including, hurricanes, flooding, tornadoes, fires, or acts of war or terror), uncharacteristic or significant weather conditions or real or potential health emergencies such as the widespread outbreak of contagious diseases, such as COVID-19 that is addressed in more detail below, could hinder travel, result in travel bans, government restrictions or quarantines. Any of these events could restrict or reduce traffic at our ATM locations, reduce the use or demand for cash or decrease demand for our services. In addition, catastrophic events or significant business interruptions could reduce or impair our ability, and that of our employees, to provide services and conduct operations. These events may occur in a manner that cannot be mitigated by our disaster and business continuity planning and cause losses that are not recoverable under our insurance policies. The impact of such events may have a range of lingering impacts on us, our employees, our customers, our suppliers and the overall economy, adversely affecting our operations, financial condition, results of operations, cash flows and share price even after the initial incident is resolved.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. In response, the national and local governments in the countries in which we operate implemented and continue to implement various restrictions, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions, quarantines and limitations on business operations.
These events and the prevalence of the disease have adversely impacted the macroeconomic environment, consumer confidence, in-person commerce and gatherings, travel, unemployment and other economic indicators that contribute to consumer spending behavior and demand for both cash in general and our services specifically, as well as the Company and its employees, customers and suppliers. These events have also reduced foot traffic at our ATM locations and the usage of our ATMs and cash across certain regions in which we operate, as well as, slowed the recycling pace of coinage which may impact cash usage in certain geographies. These factors have resulted in and may continue to result in fluctuations in our operating results, volatility in the price of our shares, reduction in transaction volumes and revenues associated with those volumes beginning in March 2020 and continuing throughout 2020. We expect that these impacts will continue through the first part of 2021, and may continue to impact our results beyond that period. We have implemented business continuity plans, with most of our employees working from home since March 16, 2020 without issue. Certain of our employees continue to perform cash delivery, maintenance and other technical services on site and at certain of our office and warehouse locations to ensure the continued operations of our ATMs. We may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, partners and customers. For more information, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Developing Trends and Recent Events.
The situation surrounding the Pandemic remains fluid and the potential for a material adverse impact on the Company’s results of operations, financial condition, and liquidity increases the longer the virus impacts activity levels globally. The extent to which the Pandemic may impact the Company’s business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of vaccines and other actions taken to contain and treat the disease. To the extent the Pandemic adversely affects our offerings, which would negatively impact ourbusiness and financial results.
We may be unable to effectively integrate our acquisitions, which could increase our cost of operations, reduce our profitability, or reduce our shareholder value.
We have been an active business acquirer and may be active in the future. The acquisition and integration of businesses involves a number of risks. The core risks are in the areas of valuation (negotiating a fair price for the business based on inherently limited due diligence) and integration (managing the complex process of integrating the acquired company’s personnel, products, processes, technology, and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).
29
The process of integrating operations is time consuming and could cause an interruption of, or loss of momentum in, the activities of one or more of our combined businesses and the possible loss of key personnel. The diversion of management’s attention from day-to-day operations, any delays or difficulties encountered in connection with acquisitions, and the integration of the companies’ operations could have an adverse effect on our business, results of operations, financial condition or prospects. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating
personnel with disparate business backgrounds, and combining different corporate cultures. Further, if we cannot successfully integrate an acquired company’s internal control over financial reporting, the reliability of our consolidated financial statements may be impaired and we may not be able to meet our reporting obligations under applicable law. Any such impairment or failure could cause investor confidence and, in turn, the market price of our common shares, to be materially adversely affected.
In addition, even if we are able to integrate acquired businesses successfully, we may not realize the full benefits of the cost efficiency or synergies, or other benefits that we anticipated when selecting our acquisition candidates or these benefits may not be achieved within a reasonable period of time. We may be required to invest significant capital and resources after an acquisition to maintain or grow the business that we acquire. Further, acquired businesses may not achieve anticipated revenues, earnings, or cash flows. Any shortfall in anticipated revenues, earnings, or cash flows could require us to write down the carrying value of the intangible assets associated with any acquired company, which would adversely affect our reported earnings.
Since we were incorporated as Cardtronics Group, Inc. in 2001, we have acquired numerous ATM businesses, a surcharge-free ATM network, a technology product offering that complements our surcharge-free offering, an ATM installation company in the U.K., a Scotland-based provider and developer of marketing and advertising software and services for ATM owners, a U.K.-based provider of secure cash logistics and ATM maintenance, and a transaction processor in the U.S. We have made acquisitions to obtain the assets of deployed ATM networks and the related businesses and their infrastructure, as well as for strategic reasons to enhance the capability of our ATMs and expand our service offerings. We currently anticipate that our future acquisitions, if any, will likely reflect a mix of asset acquisitions and acquisitions of businesses, with each acquisition having its own set of unique characteristics. In the future, we may acquire businesses outside of our traditional areas, which could introduce new risks and uncertainties. To the extent that we elect to acquire an existing company or the operations, technology, and the personnel of the company, we may assume some or all of the liabilities associated with the acquired company and face new and added challenges integrating such acquisition into our operations.
A failure of enterprise resource planning (“ERP”) and other associated information systems changes could adversely impact our business and our results of operations.
We use a new cloud based enterprise resource planning and related information systems in order to better manage the business. ThisThe implementation of these systems required the commitment of significant personnel and financial resources and entailed risks to business operations. Failure and difficultiesDifficulties encountered with our new ERP and related information systems wouldcould result in lost anticipated productivity improvements or cost efficiencies, and/or interruptions in service or other operational difficulties that hinder our ability to effectively manage our business. If we do experience unanticipated failures or other difficulties with the ERP system,and other related information systems, we may incur additional costs associated with repairing and/or re-implementing the system,systems, adversely impacting our financial condition and results of operations.
We operate in many sovereign jurisdictions across the globeworldwide and expect to continue to grow our business in new regions. Operating in different countries involves special risks which could result in a reduction of our gross and net profits.
We have operations in the U.S., the U.K., Germany, Spain, Ireland, Mexico, Canada, Australia, New Zealand, India and South Africa.Africa as well as a technology center in India. We expect to continue to expand in the countries in which we currently operate, and potentially into other countries as opportunities arise. We currently report our consolidated results in U.S. dollars and under generally accepted accounting principles in the U.S. (“U.S. GAAP” or “GAAP”) and expect to do so for the foreseeable future. Operating in various distinct jurisdictions presents a number of risks, including:
•exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency;
•the imposition of exchange controls, which could impair our ability to freely move cash;
•difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate, including unique labor and reporting laws and restrictions on the collection, management, aggregation, and use of information;
•unexpected changes in laws, regulations, and policies of governments or other regulatory bodies, including changes that could potentially disallow surcharging or that could result in a reduction in the amount of interchange or other transaction-based fees that we receive;
•new, existing or unanticipated conflicts, and political and/or social instability that may be experienced;
30
•rising crime rates in certain of the areas we operate in, including increased incidents of crimes on our ATMs and against store personnel where our ATMs are located;
•difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those countries in which we operate;
•decreased ATM usage related to decreased travel and tourism or travel restrictions and quarantines in the markets that we operate in;
•decreased use or restrictions on the use of cash, or supply chain or staffing interruptions, related to the widespread outbreak of contagious diseases;
•exposure to corruption in jurisdictions where we operate; and
•potential adverse tax consequences, including restrictions on the repatriation of foreign earnings.
Any of these factors could have a material adverse impact on us and reduce the revenues and profitability derived from our international operations and thereby adversely impact our consolidated operations and cash flows.
The exit of the U.K. from the European Union could adversely affect usour shareholders and our shareholders.us.
On January 31, 2020, the U.K. exitedwithdrew from the European Union and is now inentered into a transition period that extended through December 2020.As a significant portion of our operations are located in the U.K. and our parent company is incorporated in the U.K., we face potential risks associated with the exit and transition. The exit of the U.K. from the E.U. and implementation of the resulting changes could materially and adversely affect the tax, tax treaty, currency, operational, legal, human, and regulatory regime as well as the macro-economic environment in which we operate. The effect of any of these risks, were they to materialize, is difficult to quantify, but could materially increase our operating and compliance costs and materially affect our tax position or business, results of operations and financial position.
We derive a significant portion of our revenues and profits from bank-branding relationships with financial institutions and surcharge-free revenue from our Allpoint network. A decline in these revenues as a result of changes in financial institution and card provider demand for these services may have a significant negative impact on our results.
Bank-branding and surcharge-free revenues from our Allpoint network drive a significant portion of our revenues, and if these product offerings were to become less attractive to financial institutions and card providers whereby we lost a significant amount of existing contracts, it could have a material impact on our revenues and profits. In addition, consolidations and increased concentration within the banking industry may impact our bank-branding relationships as existing bank-branding customers are acquired by other financial institutions, some of which may not be existing bank-branding customers. Our bank-branding contracts could be adversely affected by such consolidations.
The election by our merchant customers not to participate in our surcharge-free network offerings could impact the effectiveness of our offerings, which would negatively impact our financial results.
Financial institutions that are members of the Allpoint network pay a fee in exchange for allowing their cardholders to use selected Company-owned, managed and/or participating ATMs on a surcharge-free basis. The success of the Allpoint network is dependent upon the participation by our merchant customers in that network. In the event a significant number of our merchants elect not to participate in that network, the benefits and effectiveness of the network would be diminished, thus potentially causing some of the participating financial institutions to not renew their agreements, terminate early with us, and/or trigger financial penalties, thereby having a negative impact on our financial results.
If we experience additional impairments of our goodwill or other intangible assets, we will be required to record a charge to earnings, which may be significant.
We have a large amount of goodwill and other intangible assets and are required to perform periodic assessments for any possible impairment for accounting purposes. We periodically evaluate the recoverability and the amortization period of our intangible assets under U.S. GAAP and have taken impairment charges following this analysis in the past. Some of the factors that we consider important in assessing whether or not impairment exists include the performance of the related assets relative to the expected historical or projected future operating results, significant changes in the manner of our use of the assets or the strategy for our overall business, and significant negative industry or economic trends. These factors and assumptions, and any changes in them, could result in an impairment of our goodwill and other intangible assets.
As of December 31, 2020, we had goodwill and other intangible assets, net of $759.1 million and $84.6 million, respectively. We did not recognize any impairments of our goodwill or intangible assets during fiscal 2020. During 2019, we recognized a $7.3 million impairment of our goodwill in our Canada reporting unit. Additionally, during 2017, we recognized impairments of our goodwill and other intangible assets of $140.0 million and $54.5 million, respectively, in our Australia & New Zealand reporting unit. See the risk factor entitled, The broad introduction of free-to-use ATMs in Australia has and will continue to adversely impact our revenues and profits, above for additional information regarding the market changes that resulted in this impairment. As of December 31, 2019, we had goodwill and other intangible assets of $752.6 million and $113.9 million, respectively. In the event we determine our goodwill or amortizable intangible assets are impaired in the future, we may be required to record a significant charge to earnings in our consolidated financial statements, which would negatively impact our results of operations and that impact could be material.
31
We have a significant amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants, and make payments on our indebtedness.
As of December 31, 2019,2020, our outstanding indebtedness was $754.8$778.2 million, which represents approximately 67% of our total book capitalization of approximately $1.1$1.2 billion. Our indebtedness could have important consequences. For example, it could:
•make it difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indentures governing our senior subordinated notes and the agreements governing our other indebtedness;
•require us to dedicate a substantial portion of our cash flow in the future to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
•require us to refinance our indebtedness or, in the case of our Convertible Notes, issue shares;indebtedness;
•limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
•make us more vulnerable to adverse changes in general economic, industry and competitive conditions, and adverse changes in government regulation; and
•limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs, or other purposes.
Any of these factors could materially and adversely affect our business, results of operations, and cash flows. We cannot assure shareholders that our business will generate sufficient cash flow from operations or that future borrowings, including those under our credit facilities, will be available in an amount sufficient to pay our indebtedness. If we do not have sufficient earnings or capital resources to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money, delay investment and capital expenditures, or sell equity or debt securities, none of which we can guarantee we will be able to do on commercially reasonable terms or at all. For additional information, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Facilities.Activities.
The terms of our credit agreementagreements and the indentures governing our senior notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.
Our credit agreementagreements and the indentures governing our senior notes include a number of covenants that, among other items, restrict or limit our ability to:
•sell or transfer property or assets;
•pay dividends or other distributions on or redeem or repurchase shares;
•merge into or consolidate with any third-party;third-party or liquidate or dissolve;
•create, incur, assume, or guarantee additional indebtedness;
•create certain liens;
•make investments;
•engage in transactions with affiliates;
•make payments on subordinated indebtedness;
•enter into certain restrictive agreements with negative pledge clauses or that restrict the ability to pay dividends or other distributions, make or repay certain loans or advances or guarantee the obligations under the credit agreements;
•issue or sell preferred shares of restricted subsidiaries; and
•enter into sale and leaseback transactions.transactions and hedging arrangements;
•amend our organizational documents;
•amend certain terms of existing indebtedness; and
•change our fiscal year-end.
In addition, we are required by our credit agreementagreements to adhere to certain covenants, in the case of our revolving credit agreement, and maintain specified financial ratios. As a result of these ratios, we may be limited in the manner in which we conduct our business in the future and may be unable to engage in favorable business activities or finance our future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business and prevent us from fulfilling our debt obligations. A failure to comply with the covenants or financial ratios could result in an event of default. In the event of a default under our credit agreement,agreements, the lenders could exercise a number of remedies, some of which could result in an event of default under the indentures governing the senior notes. An acceleration of indebtedness under our credit agreementagreements would also likely result in an event of default under the terms of any other financing arrangement we have outstanding at the time. If any or all of our debt were to be accelerated, we cannot assure shareholders that our assets would be sufficient to repay our indebtedness in full. If we are unable to repay any amounts
outstanding under our bank credit facilityfacilities when due, the lenders will have the right to proceed against the collateral securing our indebtedness. Such actions could have a material adverse impact on our operations and cash flows. For additional information related to our credit agreementagreements and
32
indentures, see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Facilities.Activities.
Non-compliance with established EFT network rules and regulations could expose us to fines, penalties or other liabilities and could negatively impact our results of operations. Additionally, new EFT network rules and regulations could require us to expend significant amounts of capital to remain in compliance with such rules and regulations.
Our transactions are routed over various EFT networks to obtain authorization for cash disbursements and to provide account balances. These networks include Star, Pulse, NYCE, Cirrus (MasterCard), and Plus (Visa) in the U.S., and LINK in the U.K., among other networks. We utilize various other EFT networks in our other geographic locations. EFT networks set the interchange fees that they charge to the financial institutions, as well as the amounts paid to us. Additionally, EFT networks, including MasterCard and Visa, establish rules and regulations that ATM providers, including ourselves, must comply with in order for member cardholders to use those ATMs. Failure to comply with such rules and regulations could expose us to penalties and/or fines, which could negatively impact our financial results. Furthermore, compliance may in certain instances require capital expenditure, which could be significant. The payment networks’ rules and regulations are generally subject to change and they may modify their rules and regulations from time to time. Our inability to react to changes in the rules and regulations or the interruption or application thereof, may result in the substantial disruption of our business.
The majority of the electronic debit networks over which our transactions are conducted require sponsorship by a bank, and the loss of any of our sponsors and our inability to find a replacement may cause disruptions to our operations.
In each of the geographic segments in which we operate, bank sponsorship is required in order to process transactions over certain networks. In all of our markets, our ATMs are connected to financial transaction switching networks operated by organizations such as Visa and MasterCard. The rules governing these switching networks require any company sending transactions through these networks to be a bank or a technical service processor that is approved and monitored by a bank. As a result, the
operation of our ATM network in all of our markets depends on our ability to secure these “sponsor” arrangements with financial institutions. In the U.S., our largest geographic segment by revenues, bank sponsorship is required on a significant majority of our transactions and we rely on our sponsor banks for participation in the applicable networks. In the U.K., only international transactions require bank sponsorship. In Mexico, all ATM transactions require bank sponsorship, which is currently provided by our banking partners in the country. In Canada, Germany, and Spain, bank sponsorships are also required and are obtained through our relationships with third-party processors. If our current sponsor banks decide to no longer provide this service, or are no longer financially capable of providing this service as may be determined by certain networks, it may be difficult to find an adequate replacement at a cost similar to what we incur today, or potentially, we could incur a temporary service disruption for certain transactions in the event we lose or do not retain bank sponsorship, which may negatively impact our profitability and may prevent us from doing business in that market.
Cardtronics plc may be treated as a U.S. corporation for U.S. federal income tax purposes and could be liable for substantial additional U.S. federal income taxes in the event our redomicile to the U.K. is successfully challenged by the U.S. Internal Revenue Service (“IRS”).
For U.S. federal income tax purposes, a corporation is generally considered a tax resident in the jurisdiction of its incorporation or organization. Because Cardtronics plc is incorporated under English law, it should be considered a U.K. tax resident, and not a U.S. tax resident under these general rules. However, Section 7874 of the U.S. Internal Revenue Code (the “Code”) provides that a corporation organized outside the U.S. that acquires substantially all of the assets of a corporation organized in the U.S. (including through a merger) will be treated as a U.S. corporation (and therefore, a U.S. tax resident) for U.S. federal income tax purposes if (i) the shareholders of the acquired U.S. corporation own at least 80% (of either the voting power or value) of the share of the acquiring foreign corporation after the acquisition and (ii) the acquiring foreign corporation’s “expanded affiliated group” does not have substantial business activities in the country in which the acquiring foreign corporation is organized relative to the expanded affiliated group’s worldwide activities (“substantial business activities” or the “SBA Test”). Pursuant to the Redomicile Transaction,transaction, Cardtronics plc indirectly acquired all of Cardtronics Delaware’s assets, and Cardtronics Delaware shareholders held 100% of the value of Cardtronics plc by virtue of their prior share ownership of Cardtronics Delaware immediately after the Redomicile Transaction.transaction. As a result, the Cardtronics plc expanded affiliated group (which includes Cardtronics Delaware and its subsidiaries) must have had substantial business activities in the U.K. for Cardtronics plc to avoid being treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. In order for the Cardtronics plc expanded affiliated group to have satisfied the SBA Test, at least 25% of the employees (by headcount and compensation), assets, and gross income of such group must have been based, located, and derived, respectively, in the U.K. as of the dates and for relevant periods under the Code sections.
Cardtronics plc believes it fully satisfied the SBA Test and performed rigorous analysis to support this conclusion. However, the application of Section 7874 of the Code is not entirely clear in all situations, and while we believe the SBA Test was fully
satisfied, there is no assurance that the IRS or a court will agree. Furthermore, there have been legislative proposals to expand the scope of U.S. corporate tax residence and there could be changes to the Code (including Section 7874 of the Code) or the U.S. Treasury Regulations that could result in Cardtronics plc being treated as a U.S. corporation or otherwise have adverse consequences. Such statutory or regulatory provisions could have retroactive application.
33
If it were determined that Cardtronics plc should be taxed as a U.S. corporation for U.S. federal income tax purposes, Cardtronics plc could be liable for substantial additional U.S. federal income taxes. Additionally, the U.K. could continue to tax Cardtronics plc as a U.K. tax resident for U.K. tax purposes, and thus Cardtronics plc and its shareholders could be subject to taxation in both the U.S. and the U.K.
Our U.S. shareholders could suffer tax consequences if we are treated as a “controlled foreign corporation” for U.S. federal income tax purposes.
A foreign corporation will be treated as a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes if, on any day during the taxable year of such foreign corporation, more than 50% of the equity interests in such corporation, measured by reference to the combined voting power or value of the equity of the corporation, is owned directly or by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Internal Revenue Code by United States Shareholders. For this purpose, a “United States Shareholder” is any United States person that possesses directly, or by application of the attribution and constructive ownership rules of Sections 958(a) and 958(b) of the Code, 10% or more of the combined voting power of all classes of equity in such corporation. Each United States Shareholder of our Company who owns, directly or indirectly, our common shares on the last day of the taxable year on which we are a CFC will be required to include in its gross income for United States federal income tax purposes its pro rata share of our “Subpart F income,” even if the Subpart F income is not distributed. Subpart F income generally includes passive income but also includes certain related party sales, manufacturing and services income. Additionally, postfollowing the enactment of the Tax Cuts and Jobs Act of 2017 in the U.S. (“Tax Reform,Reform”), each United States Shareholder of our Company may be required to include in their gross income for United States federal income tax purposes its pro rata share of our Global Intangible Low-Taxed Income, even if undistributed. If we are a CFC, the Passive Foreign Investment Company ("PFIC") rules set forth above, even if we are otherwise considered to be a PFIC, will not be applicable. United States persons who might, directly, indirectly or constructively, acquire 10% or more of our common shares, and therefore might be a United States Shareholder, should consider the possible application of the CFC rules and consult a tax advisor with respect to such matter.
Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.
Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors, many of which are beyond our control, including the following:
•changes in consumers’ preferences for cash as a payment vehicle;
•changes implemented by networks and how they determine interchange rates;
•changes in general economic conditions and specific market conditions in the ATM and financial services industries;
•competition from other companies providing the same or similar services that we offer;
•changes in the demand for our services by financial institutions;
•changes in legislative or regulatory requirements associated with the ATM and financial services industries;
•changes in payment trends and offerings in the markets in which we operate;
•security or data breaches, cyber-incidents or other business disruptions;
•changes in the financial condition and operational execution of our key vendors and service providers;
•changes in the mix of our merchant customers;
•the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion of sales, marketing, and operations, including as a result of acquisitions, if any;
•political or social instability;
•the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill, intangible assets, or long-lived assets;
•changes in the general level of interest rates in the markets in which we operate;
•changes in inflation or how key vendors and suppliers price their services to us;
•changes in the mix of our current services;
•changes in the financial condition and credit risk of our customers;
•any adverse results in litigation by us or by others against us;
•our inability to make payments on our outstanding indebtedness as they become due;
•our failure to successfully enter new markets or the failure of new markets to develop in the time and manner we anticipate;
•acquisitions, strategic alliances, or joint ventures involving us, our customers, vendors, or our competitors;
•terrorist acts, theft, vandalism, fires, floods, or other natural disasters;
•decreased use or restrictions on the use of cash, or supply chain interruptions, related to the widespread outbreak of contagious diseases;
•additions or departures of key personnel;
•changes in tax rates or tax policies in the jurisdictions in which we operate; and
34
•exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency.
Any of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition. Although we have experienced revenue growth in recent years, this growth rate is not necessarily indicative of future operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to personnel expenses, certain operating costs, depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. Additionally, beginning in July 2017, the loss of our largest customer at that time, 7-Eleven in the U.S., had a significant negative impact on our income from operations and cash flows. As such, comparisons to prior periods should not be relied upon as indications of our future performance.
Risks associatedAssociated with our common sharesCommon Shares
We may issue additional common shares or instruments convertible into common shares, which may materially and adversely affect the market price of our common shares and the trading price of our Convertible Notes.shares.
We may conduct future offerings of our common shares or other securities convertible into our common shares to fund acquisitions, finance operations or for general corporate purposes. In addition, we may elect to settle the conversion of our outstanding Convertible Notes in common shares and we may also issue common shares under our equity awards programs. The market price of our common shares or the trading price of the Convertible Notes could decrease significantly if we conduct such future offerings, if any of our existing shareholders sells a substantial amount of our common shares or if the market perceives that such offerings or sales may occur. Moreover, any issuance of additional common shares will dilute the ownership interest of our existing common shareholders and may adversely affect the ability of holders of our Convertible Notes to participate in any appreciation of our common shares.shareholders.
Our articles of association include mandatory offer provisions that may be viewed as less favorable to shareholders, including with respect to takeover matters.
Although we are not currently subject to the U.K. Takeover Code, certain provisions similar to the mandatory offer provisions and certain other aspects of the U.K. Takeover Code were specifically approved and included in our articles of association that were adopted at the special meeting of shareholders of Cardtronics Delaware held in June 2016 in connection with the Redomicile Transaction.transaction. As a result, except as permitted by our articles of association (including acquisitions with the consent of our Board
of Directors or with prior approval by the independent shareholders at a general meeting), a shareholder, together with persons acting in concert, would be at risk of certain Board of Directors sanctions if they acquired 30% or more of our issued shares without making a voluntary offer for all of the issued and outstanding shares, not already held by the acquirer, that is in cash (or accompanied by a full cash alternative) and otherwise in accordance with the provisions of the U.K. Takeover Code (as if the U.K. Takeover Code applied to us). The ability of shareholders to retain their shares upon completion of an offer for our entire issued share capital may depend on whether the Board of Directors subsequently agrees to propose a court-approved scheme of arrangement that would, if approved by our shareholders, compel minority shareholders to transfer or surrender their shares in favor of the offeror, or if the offeror acquires at least 90% of the shares. In that case, the offeror can require minority shareholders to accept the offer under the ‘squeeze-out’ provisions in our articles of association. The mandatory offer provisions in our articles of association could have the effect of discouraging the acquisition and holding of interests of 30% or more of our issued shares and encouraging those shareholders, who may be acting in concert, with respect to the acquisition of shares, to obtain the recommendation of our Board of Directors before effecting any additional purchases. In addition, these provisions may adversely affect the market price of our shares or inhibit fluctuations in the market price of our shares that could otherwise result from actual or rumored takeover attempts.
English law generally provides for increased shareholder approval requirements with respect to certain aspects of capital management.
English law provides that a board of directors may generally only allot shares with the prior authorization of shareholders and such authorization must specify the maximum nominal value of the shares that can be allotted and can be granted for a maximum period of five years, each as specified in the articles of association or the relevant shareholder resolution. English law also generally provides shareholders with preemptive rights when new shares are issued for cash. It is possible, however, for the articles of association, or shareholders in a general meeting, to exclude preemptive rights, if coupled with a general authorization to allot shares. Such an exclusion of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, or from the date of the shareholder resolution, as applicable.
English law also prohibits us from repurchasing our own shares by way of “off market purchases” by ordinary resolution (i.e., majority of votes cast of our shareholders). Such authority can be granted for a maximum period of up to five years but may be sought more frequently. English law prohibits us from conducting “on market purchases” as our shares are listed on the NASDAQ stock market and will not be traded on a recognized investment exchange in the U.K.
Our shareholders approved the authorization of off market purchases that will expire in 2024 unless renewed by our shareholders prior to the expiration date. We cannot assure shareholders that situations will not arise where such shareholder approval requirements for any of these actions would deprive our shareholders of substantial capital management benefits.
35
General Risk Factors
If we lose key personnel or are unable to attract additional qualified personnel as we grow, our business could be adversely affected.
We are dependent upon the ability and experience of a number of key personnel who have substantial experience with our operations, the rapidly changing automated consumer financial services industry, and the geographical segments in which we operate. It is possible that the loss of the services of one or a combination of several of our senior executives or key managers would have an adverse effect on our operations, if we are not able to find suitable replacements for such persons in a timely manner. Unexpected turnover in key leadership positions within the Company may adversely impact our ability to manage the Company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could adversely impact our business. Any adverse change in our reputation, whether as a result of decreases in revenue or a decline in the market price of our common shares, could affect our ability to motivate and retain our existing employees and recruit new employees. Our success also depends on our ability to continue to attract, manage, motivate and retain other qualified management, as well as technical and operational personnel as we grow. We may not be able to continue to attract and retain such personnel in the future, which could adversely impact our business.
Changes in tax laws, regulations and interpretations or challenges to our tax positions could adversely affect our business.
We are a large corporation with operations in various jurisdictions around the world. As such, we are subject to tax laws and regulations of federal, state and local governments. We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. As the tax rates vary among jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision.
From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax liability. For example, the U.S. tax legislation enacted on December 22, 2017 resulted in significant changes to the U.S. federal tax code. This tax legislation significantly reduced the U.S. statutory corporate tax rate and made other changes that could have a favorable impact on our overall U.S. federal tax liability in a given period. However, the tax legislation also included a number of provisions, including, but not limited to, the limitation or elimination of various deductions or credits (including for interest expense and for performance-based compensation under Section 162(m)), the imposition of taxes on certain cross-border payments or transfers and the changing of the timing of the recognition of certain income and deductions or their character that could significantly and adversely affect our U.S. federal income tax position. There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact our customers and counterparties or the economy generally may also impact our financial condition and results of operations.
We may also be audited from time to time and while we believe we comply with all filing and reporting requirements, a regulator may challenge a particular position or interpretation of law or practice. Certain of our entities are currently under audit.
In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Any changes in enacted tax laws, rules or regulatory or judicial interpretations; any adverse outcome in connection with tax audits in any jurisdiction; or any change in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective tax rate, tax payments, financial condition and results of operations.
We operate in several jurisdictions and we could be adversely affected by violations of anti-bribery, sanctions and anti-money laundering laws and regulations.
Our business operations are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions, such as the U.K. Bribery Act, generally prohibit companies and their intermediaries from paying or promising to pay government officials, political parties, or political party officials and in some cases private individuals or organizations for the purpose of obtaining, retaining, influencing, or directing business. We operate in parts of the world that have experienced governmental or commercial corruption to some degree and, in certain circumstances, compliance with anti-corruption laws may conflict with local customs and practices.
Our employees and agents may interact with government officials on our behalf, including interactions necessary to obtain licenses and other regulatory approvals necessary to operate our business, import or export equipment and resolve tax disputes. These interactions create a risk that actions may occur that could violate the FCPA or other similar laws.
36
Although we have implemented policies and procedures designed to ensure compliance with local laws and regulations as well as U.S. and U.K. laws and regulations, including the FCPA and the U.K. Bribery Act, there can be no assurance that all of our employees, consultants, contractors and agents will abide by our policies. If we were to be found to be liable for violations of the FCPA, the U.K. Bribery Act or similar anti-corruption laws, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer from criminal or civil penalties which could have a material and adverse effect on our business, results of operations, financial condition, and cash flows.
We are also subject to economic and trade sanctions programs that are administered globally by the United Nations and in the United States by the Treasury Department’s Office of Foreign Assets Control ("OFAC"). These programs prohibit or restrict transactions to or from or dealings with specified countries, governments or individuals, including narcotics traffickers and terrorists or terrorist organizations. Additionally other countries in which we operate also have sanctions programs including Canada, Australia, the United Kingdom and the European Union.
Compliance with sanctions regulations may be onerous and expensive, and they may be inconsistent or contradictory between jurisdictions. Any violation of OFAC or other sanctions regulations could result in criminal or civil penalties which could have a material and adverse effect on our business, results of operations, financial condition, and cash flows.
Many jurisdictions apply financial crime regulations, including combating money laundering and terrorist financing. Whilst we are not a financial institution, certain of these regulations may apply to our businesses. To the extent that they do, any violation of such financial crime regulations could have a material and adverse effect on our business, results of operations, financial condition, and cash flows.
If we are unable to adequately protect our intellectual property, we may lose a valuable competitive advantage or be forced to incur costly litigation to protect our rights. Additionally, if we face claims of infringement of third-party intellectual property, we may be forced to incur costly litigation.
Our success depends, in part, on developing and protecting our intellectual property. We rely on copyright, patent, trademark and trade secret laws to protect our intellectual property. We also rely on other confidentiality and contractual agreements and arrangements with our employees, affiliates, business partners and customers to establish and protect our intellectual property and similar proprietary rights. While we expect these agreements and arrangements to be honored, we cannot assure shareholders that they will be and, despite our efforts, our trade secrets and proprietary know-how could become known to, or independently developed by, competitors. Agreements entered into for that purpose may not be enforceable or provide us with an adequate remedy. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our applications and services are made available. Any litigation relating to the defense of our intellectual property, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.
In addition, we may face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. We may expose ourselves to additional liability if we agree to indemnify our customers against third-party infringement claims. If the owner of intellectual property establishes that we are, or a customer which we are obligated to indemnify is, infringing its intellectual property rights, we may be forced to change our products or services, and such changes may be expensive or impractical, or we may need to seek royalty or license agreements from the owner of such rights. In the event a claim of infringement against us is successful, we may be required to pay royalties to use technology or other intellectual property rights that we had been using, or we may be required to enter into a license agreement and pay license fees, or we may be required to stop using the technology or other intellectual property rights that we had been using. We may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, where we lease 53,544 square feet of office space. We also maintain other offices in North America, Europe, Australia, South Africa and South Africa.India. All of our properties are leased pursuant to operating leases for various terms, and we believe they are adequate for our current use. We believe that our leases are at market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.
37
ITEM 3. LEGAL PROCEEDINGS
The Company is subjectdisclosure responsive to variousthis Item related to our material pending legal and regulatory proceedings and claims arising in the ordinary course of its business. The Company has provided reserves where necessary for all claimssettlements, is incorporated by reference herein from Part II. Item 8. Financial Statements and the Company’s management does not expect the outcome in any legal proceedings or claims, individually or collectively, to have a material adverse financial or operational impact on the Company. Additionally, the Company currently expenses all legal costs as they are incurred.Supplementary Data, Note 19. Commitments and Contingencies - Legal Matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
38
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market information and holders. Our common shares trade on The NASDAQ Global Select Market under the symbol “CATM.” As of February 27, 2020, the majority25, 2021, approximately 45,164,935 of our shareholders held their shares in “street name” by a nominee of the Depository Trust Company.
Dividend information. We have historically not paid dividends with respect to our common shares. For additional information related to our restrictions on our ability to pay dividends, see Part II. Item 8. Financial Statements and Supplementary Data, Note 11. Current and Long-Term Debt.
Purchases of Equity Securities.The Company On November 21, 2019, we announced that our Board of Directors had authorized a share repurchase program, enabling the repurchase of up to $50 million of its Class A ordinary shares through December 31, 2020. No shares were repurchased under this authorization in 2019. However, we repurchased and canceled an accumulated total of 1,732,392505,699 outstanding Class A ordinary shares between May and September 2019.in March 2020. These shares were repurchased at a weighted average price of $28.86$33.19 per share for an aggregate purchase price of approximately $50$16.9 million. There were no repurchasesOn April 1, 2020, we announced the suspension of our buyback program as part of our Pandemic related business update, and the Company's ordinary shares in the three months ended December 31, 2019.buyback program that was approved on November 21, 2019 has expired.
For information on securities authorized for issuance under our existing equity compensation plans, see “Securities Authorized for Issuance under Equity Compensation Plans” under the heading “Share Ownership Matters” in our proxy statement filed with the SEC.
Share performance graph. The following graph compares the five-year total return to holders of Cardtronics plc’s common shares, the NASDAQ Composite index (the “Index”), and a customized peer group of 1211 companies that includes: (i) ACI Worldwide, Inc. (ACIW), (ii) The Brink's Company (BCO), (iii) CSG Systems International, Inc. (CSGS), (iv) Diebold Nixdorf, Inc. (DBD), (v) Euronet Worldwide, Inc. (EEFT), (vi) Everi Holdings Inc. (EVRI), (vii) Jack Henry & Associates, Inc. (JKHY), (viii) MoneyGram International, Inc. (MGI), (ix) NCR Corporation (NCR), (x) The Western Union Company (WU), and (xi) WEX, Inc. (WEX), (collectively, the “New Peer Group”).
This year the stock performance graph reflects a change made by the Company to the customized peer group of companies to include additional comparable public companies within our industry and remove companies that are no longer of comparable size to Cardtronics. Management believes the updated peer group provides a better peer group comparison of performance and is consistent with the peer group monitored internally to measure the performance of the Company. In accordance with Item 201(e) of Regulation S-K of the Securities and Exchange Commission ("SEC"), which requires the inclusion of all new indices and all indices used the immediately preceding year, this year the performance graph also includes a comparison to the customized peer group utilized in the prior year, that includes: (i) ACI Worldwide, Inc. (ACIW), (ii) CSG Systems International, Inc. (CSGS), (iii) Euronet Worldwide, Inc. (EEFT), (iv) Everi Holdings Inc. (EVRI), (v) Fair Isaac Corp. (FICO), (vi) Global Payments, Inc. (GPN), (vii) Jack Henry & Associates, Inc. (JKHY), (viii) Liveramp Holdings, Inc. (RAMP), (ix) MoneyGram International, Inc. (MGI), (x) SS&C Technologies Holdings, Inc. (SSNC), (xi) Total Systems Services, Inc. (TSS), and (xii)(xi) WEX, Inc. (WEX), (collectively, the “Peer“Old Peer Group”). The Old Peer Group no longer includes Total Systems Services, Inc. because it was acquired by Global Payments, Inc.
We selected the New Peer Group companies because they are publicly traded companies that: (i) have the same Global Industry Classification Standard classification, (ii) earn a similar amount of revenues, (iii) have similar market values, and (iv) provide services that are similar to the services we provide.
The performance graph below was prepared based on the following assumptions: (i) $100 was invested in our common shares, in our Old Peer Group and New Peer Group, and the Index on December 31, 2014,2015, (ii) investments in the Peer GroupGroups are weighted based on the returns of each individual company within the group according to their market capitalization at the beginning of the period, and (iii) dividends were reinvested on the relevant payment dates. The share price performance included in this graph is historical and not necessarily indicative of future share price performance.
The following graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
39
| 12/14 | 12/15 | 12/16 | 12/17 | 12/18 | 12/19 | 12/15 | 12/16 | 12/17 | 12/18 | 12/19 | 12/20 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cardtronics plc | $ | 100.00 | $ | 87.22 | $ | 141.45 | $ | 48.00 | $ | 67.39 | $ | 115.73 | Cardtronics plc | $ | 100.00 | $ | 162.17 | $ | 55.04 | $ | 77.27 | $ | 132.69 | $ | 104.90 | |||||||||||||||||||||||||||||||||
| NASDAQ Composite | $ | 100.00 | $ | 106.96 | $ | 116.45 | $ | 150.96 | $ | 146.67 | $ | 200.49 | NASDAQ Composite | $ | 100.00 | $ | 108.87 | $ | 141.13 | $ | 137.12 | $ | 187.44 | $ | 271.64 | |||||||||||||||||||||||||||||||||
| Peer Group | $ | 100.00 | $ | 123.21 | $ | 132.76 | $ | 174.80 | $ | 189.04 | $ | 289.84 | ||||||||||||||||||||||||||||||||||||||||||||||
| Old Peer Group | Old Peer Group | $ | 100.00 | $ | 107.75 | $ | 141.88 | $ | 153.44 | $ | 235.25 | $ | 273.10 | |||||||||||||||||||||||||||||||||||||||||||||
| New Peer Group | New Peer Group | $ | 100.00 | $ | 121.64 | $ | 135.53 | $ | 127.83 | $ | 186.14 | $ | 180.77 | |||||||||||||||||||||||||||||||||||||||||||||
ITEM 6. SELECTED FINANCIAL DATA
40
Table of businesses during the years presented below, our financial results are not comparable in all periods.ContentsAdditionally, these selected historical results are not necessarily indicative of results to be expected in the future.
| Year Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
(In thousands, excluding share and per share information and number of ATMs) | |||||||||||||||||||
| Consolidated Statements of Operations Data: | |||||||||||||||||||
| Revenues and Income: | |||||||||||||||||||
| Total revenues | $ | 1,349,405 | $ | 1,345,243 | $ | 1,507,599 | $ | 1,265,364 | $ | 1,200,301 | |||||||||
Income (loss) from operations (1) (2) | 86,434 | 70,210 | (103,509 | ) | 146,379 | 139,917 | |||||||||||||
| Net income (loss) | 48,265 | 3,656 | (145,351 | ) | 87,910 | 65,981 | |||||||||||||
| Net income (loss) attributable to controlling interests and available to common shareholders | 48,274 | 3,676 | (145,350 | ) | 87,991 | 67,080 | |||||||||||||
| Per Share Data: | |||||||||||||||||||
| Basic net income (loss) per common share | $ | 1.06 | $ | 0.08 | $ | (3.19 | ) | $ | 1.95 | $ | 1.50 | ||||||||
| Diluted net income (loss) per common share | $ | 1.05 | $ | 0.08 | $ | (3.19 | ) | $ | 1.92 | $ | 1.48 | ||||||||
| Basic weighted average shares outstanding | 45,514,703 | 45,988,775 | 45,619,679 | 45,206,119 | 44,796,701 | ||||||||||||||
| Diluted weighted average shares outstanding | 46,015,334 | 46,436,439 | 45,619,679 | 45,821,527 | 45,368,687 | ||||||||||||||
| Consolidated Balance Sheets Data: | |||||||||||||||||||
| Total cash and cash equivalents | $ | 30,115 | $ | 39,940 | $ | 51,370 | $ | 73,534 | $ | 26,297 | |||||||||
Total assets (3) | 1,763,958 | 1,787,344 | 1,862,716 | 1,364,696 | 1,319,935 | ||||||||||||||
Total long-term debt and lease obligations, including current portions (3) (4) | 862,150 | 818,509 | 918,275 | 503,320 | 568,331 | ||||||||||||||
| Total shareholders' equity | 380,326 | 376,772 | 390,393 | 456,935 | 369,793 | ||||||||||||||
| Consolidated Statements of Cash Flows Data: | |||||||||||||||||||
Cash flows from operating activities (5) | $ | 204,659 | $ | 334,202 | $ | 230,587 | $ | 272,311 | $ | 268,060 | |||||||||
| Cash flows from investing activities | (134,006 | ) | (108,355 | ) | (628,742 | ) | (139,203 | ) | (209,562 | ) | |||||||||
| Cash flows from financing activities | (151,097 | ) | (126,392 | ) | 391,424 | (78,942 | ) | (48,520 | ) | ||||||||||
| Operating Data (Unaudited): | |||||||||||||||||||
| Total number of ATMs (at period end): | |||||||||||||||||||
| ATM operations | 88,335 | 88,223 | 96,539 | 78,561 | 77,169 | ||||||||||||||
Managed services and processing, net (6) | 198,438 | 138,362 | 134,156 | 124,572 | 112,622 | ||||||||||||||
| Total number of ATMs (at period end) | 286,773 | 226,585 | 230,695 | 203,133 | 189,791 | ||||||||||||||
| Total transactions (excluding Managed services and processing, net) | 1,219,085 | 1,328,971 | 1,495,586 | 1,358,409 | 1,251,626 | ||||||||||||||
| Total cash withdrawal transactions (excluding Managed services and processing) | 807,188 | 864,923 | 956,919 | 848,394 | 759,408 | ||||||||||||||
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that are based on management’s current expectations, estimates, and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. Known material factors that could cause actual results to differ materially from those in the forward-looking statements are those described in Part I. Item 1A. Risk Factors of this 20192020 Form 10-K. Additionally, you should read the following discussion together with the consolidated financial statements and the related notes included in Item 8. Financial Statements and Supplementary Data.
This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s financial statements for the fiscal year ended December 31, 2020 in comparison to the fiscal year ended December 31, 2019.For management’s discussion of our results for the year ended December 31, 2019 in comparison with the year ended December 31, 2018, please see our Annual Report on Form 10-K filed with the SEC on March 2, 2020.
Strategic Outlook
Over the past several years, we have expanded our operations and theour ATMs’ capabilities and service offerings of our ATMs through strategic acquisitions and investments,investments. We have continued to deploy ATMs in high-traffic locations under contracts with well-known retailers, andretailers. We have expanded through the growth of Allpoint, our retail-based surcharge-free ATM network, and our bank-branding programs. We have recently seen increased demand from financial institutions of all sizes as theyto evaluate their physical banking services and branch strategies. We have also expanded our ATM capabilities and service offerings to financial institutions as we are seeingdue to increasing interest from financial institutions for the outsourcing ofto outsource ATM-related services due to our cost efficiency advantages and higher service levels.
We will continue to expand our ATM footprint organically and launch new products and services that will allow us to further leverage our existing ATM network. We believe our network can serve as the digital to physical gateway for financial institutions, digital-based businesses and consumers for cash-based transactions. We see opportunities to expand our operations through the following efforts:by:
•expandingbroadening our relationships with leading financial institutions;
•working with financial technology companies (or “Fintechs”) 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;
•developing and providing additional services at our existing ATMs;
•pursuing additional managed services opportunities; and
•pursuing opportunities to expand into new international markets over time.
For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy.
Developing Trends and Recent Events
Proposed Transaction with NCR. As previously announced, on January 25, 2021, we entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash. This announcement followed our delivery of a notice to terminate our previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P. and Hudson Executive Capital, LP, dated as of December 15, 2020, pursuant to which we would have been acquired by Catalyst for $35.00 per share, in accordance with the terms of such agreement. In connection with such termination, NCR paid on our behalf a termination fee of approximately $32.6 million, which we must reimburse if our agreement with NCR is terminated under certain specified circumstances. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including approval by our shareholders and receipt of regulatory approvals. It is expected that, subject to shareholder approval and the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. For a discussion of certain risks related to the proposed transaction with NCR, including related to certain covenants with which we must comply during the pendency of the proposed transaction, see Part I. Item 1A. Risk Factors – Risks Associated with the Proposed Transaction with NCR Corporation. For more information, see our preliminary proxy statement filed with the SEC on February 17, 2021.
41
COVID-19 Update. On March 11, 2020, the respiratory virus commonly known as COVID-19 (the “Pandemic”) was declared a pandemic by the World Health Organization. By late March 2020, there were confirmed cases and deaths from the Pandemic in each of the countries in which we operate. In response, throughout 2020, national and local governments instituted various degrees of travel restrictions and shelter-in-place orders while generally deeming financial institutions, grocery stores, pharmacies and convenience stores as “critically essential” in providing their services to citizens during this global emergency. Although our primary focus has been and remains on protecting the health and safety of our employees and the communities in which we operate, we continue to coordinate with our partners, where possible, to ensure continued and seamless operations of our ATMs.
Specific locations, such as casinos, theme parks, malls, tourist-focused ATMs, education facilities and other ATM sites were closed for all or parts of the second, third and fourth quarters of 2020. Some of these locations remain closed or continue to be negatively impacted as a result of the Pandemic. At the end of December 2020, closed ATMs, including but not limited to ATMs at casinos, theme parks, malls, tourist-focused ATMs, and education facilities, represented approximately 6% of our total Company-owned ATM fleet, an improvement from 8% as of June 2020, the end of the first full quarter of the Pandemic. Due to the Pandemic, we have experienced decreased transaction volumes of varying degrees across our network, depending on the location. The majority of our revenues are transaction volume dependent; therefore, continued transaction declines due to Pandemic-related restrictions are expected to result in lower first quarter 2021 revenues compared to the same period in 2020 and may continue to adversely impact our results in future periods.
In response to the Pandemic, we have implemented business continuity plans, with most of our employees working from home since March 2020, without issue. Some of our employees continue to perform cash delivery, maintenance, and other technical services on site and at certain office and warehouse locations to ensure the continued operations of our ATMs. During 2020, we also implemented cost reduction plans and took action to manage expenses, temporarily deferred capital spending and suspended our opportunistic share repurchase program to optimize cash flow. We continue to monitor the situation actively and may take further actions that could alter our business operations as may be required by national, federal, state, and/or local authorities or that we determine are in the best interests of our employees, customers, partners and shareholders. Despite the transaction declines impacted by the Pandemic that may continue into 2021, we generated significant adjusted free cash flows of $141.7 million and continued to reduce our net debt in 2020. We anticipate generating positive adjusted free cash flows in 2021 after considering our required capital expenditures. See Part II. Item 8. Financial Statements and Supplementary Data, Note 11. Current and Long-Term Debt. Also, see Part I. Item 1A. Risk Factors - We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the ongoing outbreak of the coronavirus pandemic (“COVID-19” or the “Pandemic”) that has adversely affected our business, and that may in the future have a material adverse impact on our business.
Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies. With the expansion of retail banking services available through digital channels, such as online and mobile, and financial institution customers’ preferences towardsadoption of these digital channels, many financial institutions have been de-emphasizingde-emphasized traditional physical branches. This trend toward shifting more customer transactions to online and ATMs has helped financial institutions lower their operating costs. As a result, many banks have been reducing the number of physical branches they operate. However, financial institution customers still consider convenient access to ATMs to be an important criteria for maintaining an account with a particular financial institution. The closing of physical branches generally results in the removal of the ATMs that were at the closed branch locations and may create a void in physical presence for that financial institution. This creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with the financial institutions to preserve a 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 partshare. Part of their competitive strategy is to increase their number of customer touchpoints, including the establishment of an ATM network to provide convenient, surcharge-free access to cash for their cardholders. Bank-branding of ATMs and participation in surcharge-free networks allow financial institutions to rapidly increase surcharge-free ATM access for their customers at a lower cost than owning and operating ATM networks. Additionally, many financial institutions find that providing convenient and freesurcharge-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.operate. Owning and operating an ATM network is not a core competency nor a majorsignificant differentiation point of differentiation for the majority ofmost financial institutions and retailers; therefore,retailers. Therefore, we believe there is an opportunity for a largesizeable 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
42
while extendingexpanding 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.ATM operators.
Growth in other automated consumer financial services. The majority of all ATM transactions in our geographies are cash withdrawals, with the remainder representingcomprised of other banking functions, such as balance inquiries and balance transfers. We believe that there are opportunities for a largesizeable non-bank ATM owner/operator, such as ourselves, to provide additional financial services to customers, such as additional deposit-taking or cash-in or cash-out services for on-lineonline stored accounts. These additionalother automated consumer financial services could result in additional revenue streams for us and could ultimately result in increased profitability. However, they generally wouldEnabling this functionality more broadly could require additional capital expenditures on our part to offer these services more broadlyinvestment from us and wouldcould increase regulatory compliance activities.
Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance of stored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past tenten-plus years. Based on published studies, theThe value loaded on stored-value debit cards such as open loopopen-loop network-branded money and financial services cards, payroll and benefit cards, and social security cards is expected to continue to increasehas increased over time, and we have seen growth in the next few years.transactions from these cards at our ATMs.
We believe that our extensive network of ATMs, located in well-known retail establishments throughout the U.S., provides a convenient and cost-effective way for stored-value cardholders to access their cash and potentially conduct other financial services transactions. Furthermore, through Allpoint, we partner with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies and we are able toagencies. We can provide the users of those cards convenient, surcharge-free access to their cash. We believe that theThe number of stored-value debit cards being issued and in circulation has increased significantly over the last several years and representswe believe that these debit cards represent a growing portion of our total withdrawal transactions at our ATMs in the U.S.
Growth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. (our two largest markets). We believe the ATM industry will grow faster in certain markets, as the number of ATMs per capita in those markets increases and begins to approach the levels in the U.S. and the U.K. WeDespite the negative impacts of the Pandemic in 2020, we believe there is further growth potential for non-branch ATMs in the otherseveral geographic markets in which we operate.
•United Kingdom. According to LINK (which connects the ATM networks of all the U.K. ATM operators), approximately 55,000 transacting ATMs were deployed in the U.K. as of December 2020, of which approximately 60% were operated by non-banks (inclusive of our approximately 15,500 transacting ATMs). In the U.K., the majority of our ATMs are free-to-use ATMs, meaning the transaction is free to the consumer, and we earn an interchange rate paid by the consumer’s bank. We also operate surcharging, or pay-to-use ATMs, whereby the consumer pays a convenience fee to access cash. Electronic payment alternatives have gained popularity in the U.K. in recent years, and we have seen both the number of deployed ATMs and withdrawals decrease. We currently operate the largest ATM network in the U.K., with approximately 15,500 transacting ATMs, which is over 25% of all the ATMs in the country. As a result, our ATMs are a key part of the country’s payment infrastructure, and we expect to leverage our network and capabilities as banks in this market continue to reduce their physical footprints. As a result of LINK interchange rate changes that included a 5% decrease that came into effect on July 1, 2018, and a second additional 5% decrease in the LINK interchange rate that was enacted January 1, 2019, we changed some of our ATMs to pay-to-use, whereby we no longer receive interchange from the customer’s bank, but instead, the customer now pays us a convenience fee. We also removed certain ATMs from service and have taken other measures to mitigate the impact of this rate reduction. For additional information, see Decrease in interchange rates below. We believe there are opportunities with financial institutions in this market to outsource certain components of their ATM operations, and we are actively working to grow our offerings for such services.
•Germany. There are approximately 60,000 ATMs in Germany that are largely deployed in bank branch locations. The top four independent ATM deployers, including Cardtronics, continue to account for less than approximately 10% of the market. We estimate that we are presently the second largest independent ATM deployer in Germany with over 1,500 transacting ATMs. The German non-bank 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 many opportunities for growth in this market. We have recently expanded our ATM count in this market by adding new ATMs with new retail partners. Additionally, we partner with a major retail bank to provide free-to-use access to their customers at a portion of our ATMs. 43 •Canada. We currently operate approximately 8,000 transacting ATMs in this market and estimate that there are approximately 67,000 ATMs in total in the Canadian market. We plan to grow in this market through a combination of new merchant and financial institution partners. •Mexico. There are approximately 50,000 ATMs operating in Mexico, most of which are owned by national and regional financial institutions. We currently operate approximately 1,000 transacting ATMs in Mexico and plan to selectively pursue growth opportunities with retailers and financial institutions in the region. •Spain. Spain’s market has approximately 50,000 ATMs, of which we currently operate approximately 1%. We plan to continue to grow in this market through additional merchant and financial institution relationships. Prior to the onset of the Pandemic, most of our growth in this market has been driven by ATM placements in tourist locations. •Australia and New Zealand. The Australian and New Zealand ATM market has over 30,000 ATMs, and we estimate that we are the largest independent ATM deployer in this region with approximately 7,500 transacting ATMs. We believe there are opportunities for longer-term growth in Australia, which would likely include the expansion of services to financial institutions in this market. •South Africa. We are a leading independent ATM operator in South Africa and have recently grown in this market by expanding the number of ATMs we operate and partnering with financial institutions. We expect to continue to grow in this market with retailers and financial institutions. We operate over approximately 4,000 transacting ATMs in South Africa and estimate that this market has approximately 36,000 ATMs in total. |
Increase in surcharge rates. As financial institutions increase the surcharge rates charged to non-customers for the use of their ATMs, it enables us to increase the surcharge rates charged on our ATMs in selected markets. We also believe that higher surcharge rates in the market make our surcharge-free offerings more attractive to consumers and other financial institutions.
Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in some cases set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. by reducing the transaction rates charged to financial institutions and increasing per-transaction fees charged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction realized by us. If financial institutions move to other networks to take further advantage of lower interchange rates, or if networks reduce the interchange rates they currently pay to ATM deployers or increase their network fees, our future revenues and gross profits could be negatively impacted. We have taken measures to mitigate our exposure to interchange rate reductions by networks, including, but not limited to: (i) where possible, routing transactions through a preferred network such as Allpoint, where we have influence over the per-transaction rate, (ii) negotiating directly with our financial institution partners for contractual interchange rates on transactions involving their customers, (iii) developing contractual protection from such rate changes in our agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain networks. During the year ended December 31, 2019, 16.6%, 10.8%, and 0.4% of our total ATM operating revenues were derived from interchange fees in Europe & Africa, North America, and Australia & New Zealand, respectively. A portion of these fees are subject to pricing changes that we may be unable to offset through lower payments to merchants and other measures.
Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank network. In addition to LINK transactions, certain card issuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carrya small portion of transactions occur over the Visa or
MasterCard network brands. In recent years, transactions conducted on our ATMs from these non-LINK cards have totaled less than 3% of our annual withdrawal transactions in the U.K. For these transactions, we receive interchange revenues based on rates that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than the rates that have been established by LINK.networks. In July 2018, the LINK interchange rate was reduced by 5% and an additional 5% rate reduction commenced on January 1, 2019. There are no further scheduled rate reductions at this time, but the impact of the recent rate reductions has recently adversely impacted our revenues and profits in the U.K. As a result of these reductions, we have taken certain actions and may continue to take additional actions to mitigate the impact of the current and potential future price reductions. Mitigating measures have included, but have not been limited to, the removal of lower profitability sites, contract renegotiations with certain merchants, and conversion of certain ATMs to a direct charge to the consumer model. Should there be a further change in the LINK scheme or its membership, our U.K. interchange revenues and profits could be adversely impacted.
Withdrawal transaction and revenue trends. We present cash withdrawal transaction trends - U.S. Many financial institutionson a comparable ATM, or “same-store,” basis as supplemental information for investors. Our same-store cash withdrawal transactions include withdrawal transactions on Company-owned transacting ATMs registering withdrawals for 12 consecutive months preceding and including each quarter of the fiscal year. Withdrawal transactions on ATMs deployed under managed services arrangements are shifting traditional teller basednot included. In addition, we also may make adjustments to exclude ATMs that change formats (e.g., change between pay-to-use and free-to-use). We present same-store cash withdrawal transactions to online activitieshelp us and ATMs to reduce their operating costs and remain competitive with lower-cost providers of consumer financial services. Additionally, many financial institutions are reducingour investors evaluate the number of branches they own and operate in order to lower their operating costs. As a result of this industry transformation, we believe there has been increasing demand for automated banking solutions such as ATMs. Bank-brandingongoing performance of our comparable ATMs, and participation inincluding the impact of the Pandemic on our surcharge-free ATM network, Allpoint, allows financial institutions and providersoperations. Our method of consumer financial servicescalculating same store cash withdrawal transactions is not necessarily comparable to rapidly increase and/or maintain surcharge-free ATM access for their customers at a substantially lower cost than owning and operating an ATM network themselves. We believe there is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a financial institution’s operating costs while extending its customer service. Furthermore, we believe there are opportunities to provide selected services on an outsourced basis, such as transaction processing services, tosimilarly titled measures reported by other independent owners and operators of ATMs. Over the last several years, we have seen increased participation in Allpoint and growth in bank-branding and managed services. We expect continued growth across each of these solutions.companies.
Our two largest markets are the U.S. and U.K., and on a combined basis, these markets represent approximately 80% of our revenues. Our U.S. same-store cash withdrawal transactionstransactions decreased by approximately 3% during the year ended December 31, 2019 increased approximately 2% from the2020 when compared to same period in 2018. These2019. Our U.K. same-store results were impactedcash withdrawal transactions decreased by a number of factors and the discrete impact of each factor is difficult to precisely estimate. Growth in our surcharge-free offerings has positively impacted the same-store growth rate, driven by increases in Allpoint transactions as a result of growth in the number of financial institutions and other providers of consumer financial services participating in the Allpoint network along with increased marketing efforts to existing Allpoint participants. Additionally, we expanded our number of branded ATM locations over the past year which drove additional transaction volumes. These positive increases in surcharge-free transactions were partially offset by lower surcharge transactionsapproximately 32% during the year consistent with our recent experience.
44
Following the momentum we experienced in the U.S. accounted for less than 1%latter part of total revenues in 20182019, we saw a strong start to 2020. In the U.S., our same-store withdrawal transactions were up 6% from January through mid-March. However, the Pandemic, and none in 2019.
Our U.K. operations also experienced a notable improvement from late March and early April. In the U.K., during the last week of March through the first week of April, we saw same-store withdrawal transaction volumes decrease approximately 60-65% year-over-year, consistent with overall market volume. These withdrawal transaction declines began to improve later in April, and volumes continued to improve throughout the cardholders. The impactremainder of these banks’ actions could increasethe second and into the third quarter. Transaction volumes remained significantly impacted during the second half of 2020, as restrictions remained in place to varying degrees, limiting consumer activity. U.K. same-store transaction volumes in the fourth quarter of 2020 were down approximately 36% year-over-year.
Further social gathering restrictions or change over time as consumers’ behavior patterns change as a result of the introduction of an effective free-to-use ATM networkadditional restrictions in Australia that did not previously exist.any or all of our markets would likely adversely impact our transaction volumes. Conversely, we would expect to recover transaction volume as social gathering and travel restrictions are reduced or removed in each of the markets in which we operate.
Alternative payment options. We face indirect competition from alternative payment options, including card-based and mobile phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasing rates of contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australian component of the business, we have observed declines in transactions at Australian ATMs, as cash-based payments have declined as a percentage of total payments in recent years, with growth in contactless payments appearing to be the primary driver of the decline.
Capital investments. Our capital spending in 2020, 2019 and 2018 was driven by the following: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drive transaction growth, including the roll-out of deposit-taking ATMs in select markets within the U.S., (ii) certain software and hardware enhancements required to facilitate our strategic initiatives, enhance security, and retain the necessary support, (iii) other compliance related matters including terminal upgrades, (iv) long-term renewals of existing merchant contracts, (v) growth opportunities across our enterprise, and (vi) investments in the infrastructure of our business, including the implementation of an enterprise resource planning (“ERP”) system. Our capital investments in 2017 included significant expenditures to upgrade and replace ATMs at certain locations in response to certain changes in network operating rules largely related to the acceptance of chip-enabled cards at our U.S. ATMs
U.K. exit from the European Union (“Brexit”). On January 31, 2020, the U.K. exitedwithdrew from the European Union intoand began a transition period extendingthat extended through December 31, 2020. TheAlthough the ultimate impact of Brexit on our business is unknown, therefore, we continue to monitor the relationship between the EU and the U.K., seeour business has not yet experienced any measurable adverse effects stemming from Brexit. See Part 1.I. Item 1A. Risk Factors - The exit of the U.K. from the European Union could adversely affect usour shareholders and our shareholders.us.
Dynamic Currency Conversion. The European Commission now requires additional transparency and price comparability requirements on DCC transactions to be implemented between AprilDuring 2020, and April 2021. Ourour DCC revenues currently accountaccounted for approximately 4%2% of our total revenues, the majority of which relate to our U.K. operations.
Payments legislation. We monitor active and potential legislative activity across all of our markets. Recently, some well-known retailers attempted to operate ‘cashless’ stores, whereby consumers would be unable to buy goods or services with physical cash. In response to these retailer initiatives, several jurisdictions across the U.S. introduced andor passed legislation to effectively require cash as a legal tender payment form for most consumer purchases at physical retail locations. Additional legislation at the local, state, and federal levels has been proposed and are currently in various stages. We are actively supporting the legislative efforts to ensure cash remains a widely available choice for consumers’ payment activities. We believe and have heard from many political representatives and key regulators that cash should be supported on behalf of their constituent consumers, who value the choice, privacy, security, convenience, reliability and other key attributes of cash.
45
Cybersecurity trends. We electronically process and transmit limited cardholder information as part of our transaction processing services. Companies that process and transmit cardholder information, such as ourselves, have been specifically and increasingly targeted in recent years by sophisticated criminal organizations in an effort to obtain information and utilize it for fraudulent transactions. Additionally, the risk of unauthorized circumvention of system controls has been heightened by advances in computer capabilities and the 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 improve continuously improve our technology, processes and services to detect, mitigate and protect our information. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at Board meetings. We expect to continue to focus attention and resources on our security protection protocols, including repairing any system damage and deploying additional personnel, as well as protecting against any potential reputational harm. The cost to remediate any damages to our information technology systems suffered as a result offrom a cyber-attack could be significant. For further discussion of the risks we face in connection with growing cybersecurity trends, see Part 1.I. Item 1A. Risk Factors Security- Internal control failures, security breaches, including the occurrence of a cyber-incident or a deficiency in our cybersecurity, could harm our business by compromising Company, merchant or vendor data or cardholder information and disrupting our transaction processing services, thus damaging our relationships with our merchant customers, business partners, and generally exposing us to liability. Also, see Item 1A. Risk Factors - Computer viruses or unauthorized software (malware) could harm our business by disrupting or disabling our systems, including transaction processing services, causing non-compliance with network rules, damaging our relationships with our merchant and financial institution customers, and damaging our reputation causing a decrease in transactions by individual cardholders.
Factors Impacting Comparability Between Periods
•COVID-19 pandemic. As discussed in our Developing Trends and Recent Events above,and our Results of Operations below, the Pandemic had a significant impact on our operating results during the year ended December 31, 2020, and continues to impact our business. •Foreign currency exchange rates. Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year fluctuations of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by approximately $2.2 million, or 0.2%, for the year ended December 31, 2020 as compared to the prior year. |
Components of Revenues, Cost of Revenues, and Expenses
Revenues
We derive our revenues primarily from providing ATM and automated consumer financial services, bank-branding, surcharge-free network offerings, and sales and services of ATM equipment. We currently classify revenues into two primary categories: (i) ATM operating revenues and (ii) ATM product sales and other revenues.
Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recorded in the ATM operating revenues and ATM product sales and other revenues line items in the accompanying Consolidated Statements of Operations.
We present revenues from automated consumer financial services, bank-branding, 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 daily as the associated transactions are processed or monthly on a per ATM or per cardholder basis. When customer contracts provide for up-front fees that do not pertain to a distinct performance obligation, the fees are recognized over the term of the underlying agreement on a straight-line basis. We present revenues from other product sales and services in the ATM product sales and other revenues line in the Consolidated Statements of Operations. ATM product sales and other revenues are recognized when the related performance obligations are fulfilled upon transfer of control of goods or services to the customer.
ATM operating revenues. The Company presents revenues from automated consumer financial services, bank-branding and surcharge-free network offerings, managed services and other services in the ATM operating revenues line in the accompanying Consolidated Statements of Operations. The Company’s Our ATM operating revenues consist of the following:
•Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with merchants. In the U.S. and Canada, we do not receive surcharge fees from cardholders whose financial institutions participate in a surcharge-free network or have branded a location;
46 instead, we receive interchange and bank-branding or surcharge-free network-branding revenues, which are discussed below. For certain ATMs, primarily those owned and operated by merchants, we do not receive any portion of the surcharge but rather the merchant earns the entire surcharge fee. In the U.K., ATM deployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharge) basis. On free-to-use ATMs in the U.K., we earn interchange revenue on withdrawal and certain other transactions. These fees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., we only earn a surcharge fee paid by the cardholder on withdrawal transactions and interchange is only paid by the cardholder’s financial institution on other non-withdrawal transaction types. We earn both surcharge and interchange in Spain. In Germany, Australia, and Mexico, we collect surcharge fees on withdrawal transactions but generally do not receive interchange revenue. In South Africa, we generally earn interchange revenue, which varies by transaction type and customer arrangement. Surcharge revenues, as described above, are recognized daily as the associated transactions are processed. •Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an ATM owned by another operator and for the fee the EFT network charges to transmit data between the ATM and the cardholder’s financial institution. We typically receive a majority of the interchange fee paid by the cardholder’s financial institution, net of the amount retained by the EFT network, and recognize the net amount received from the network as revenue. In some markets in which we operate, interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, including balance inquiries and balance transfers. Interchange revenues are subject to various arrangements and are recognized daily as the associated transactions are processed. •Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are Company-owned and operated are branded with the logo of the branding financial institution. In exchange for a fee paid by the financial institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge fee. Under our Allpoint retail-based surcharge-free network, financial institutions that participate pay a fixed monthly fee per cardholder and/or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated |
•Managed services and processing revenues. Under managed service agreements, we provide various ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under processing arrangements, we provide transaction processing services to merchants, financial institutions, and third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally earned by the customer, and we typically receive a monthly service fee, fee per transaction, or fee per service provided in return for providing the amount it has a right to receive. Variable consideration may exist in these arrangementsagreed-upon operating services. The managed services and isprocessing fees are recognized onlyas the related services are provided to the extent a significant reversal is not probable.customers.
The following table presents the components of our total ATM operating revenues:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||
| 2019 | 2018 | 2020 | 2019 | |||||||||||||||||||
| Surcharge revenue | 46.4 | % | 44.1 | % | Surcharge revenue | 40.9 | % | 47.0 | % | |||||||||||||
| Interchange revenue | 27.8 | 32.4 | Interchange revenue | 26.1 | 27.4 | |||||||||||||||||
| Bank-branding and surcharge-free network revenues | 15.8 | 13.9 | Bank-branding and surcharge-free network revenues | 22.1 | 16.0 | |||||||||||||||||
| Managed services and processing revenues | 10.0 | 9.6 | Managed services and processing revenues | 10.9 | 9.6 | |||||||||||||||||
| Total ATM operating revenues | 100.0 | % | 100.0 | % | Total ATM operating revenues | 100.0 | % | 100.0 | % | |||||||||||||
47
Cost of Revenues
Our cost of revenues primarily consistconsists of the costs directly associated with the transactions completed onoperation of our network of ATMs.ATMs and the processing of transactions on our network. These costs include merchant commissions, vault cash rental expense, other costs of cash, repairs and maintenance expense, communications expense, transaction processing fees, and direct operations expense. To a lesser extent, the cost of revenues also includes those costs associated with the salessale of ATMs and ATM-related equipment and providing certain services to third-parties.third parties. The following is a description of our primary cost of revenues categories:
•Merchant commissions. We pay our partners a variable fee for allowing us an exclusive right to place our ATM at their location. The fee amount depends on a variety of factors, including the type of arrangement under which the ATM is placed, the type of location, and the number of transactions on that ATM. •Vault cash rental expense. We pay monthly fees to our vault cash providers for renting the vault cash that is maintained in our ATMs. The fees we pay to our vault cash providers are based on market rates of interest; therefore, changes in the general level of interest rates affect our cost of cash. In order to limit our exposure to increases in interest rates, we have entered into a number of interest rate derivatives of varying notional amounts through 2024 for our current and anticipated outstanding vault cash rental obligations. This cost category also includes the income/expense realized from interest rate derivatives designated as hedges of our vault cash rental expense. •Other costs of cash. Other costs of cash include all costs associated with the provision of cash for our ATMs except for vault cash rental expense, including third-party cash-in-transit providers, cash insurance, reconciliation of ATM cash balances, associated bank fees, and other costs. This category excludes the cost of our wholly-owned cash delivery operation in the U.K., as those costs are reported in the Other expenses line described below. •Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/or second-line maintenance for the ATM. In most of our markets, we generally use third parties with national operations to provide these services. In the U.K., Australia, Canada, and South Africa, we also maintain in-house technicians to service our ATMs, and those costs are reported in the Other expenses line described below. •Communications. Under our Company-owned arrangements, we are usually responsible for the expenses associated with providing telecommunications capabilities to the ATMs allowing them to connect with the applicable EFT networks. •Transaction processing. We own and operate EFT transaction processing platforms, through which the majority of our ATMs are driven and monitored. We also utilize third-party processors to gateway certain transactions to the EFT networks for authorization by the cardholders’ financial institutions and settle transactions. As a result of our past acquisitions, we have inherited transaction processing contracts with certain third-party providers with varying lengths of remaining contractual terms. Projects are underway to convert the majority of our ATMs currently operating under these contracts to our own EFT transaction processing platforms. •Other expenses. Other expenses primarily consist of direct operations expenses, which are costs associated with managing our ATM network, including expenses for monitoring the ATMs, program managers, technicians, cash ordering and |
forecasting personnel, cash-in-transit and maintenance engineers (principally in the U.K., Canada, and Australia), and customer service representatives.
•Cost of ATM product sales. In connection with the sale of ATM and ATM-related equipment to merchants and distributors, we incur costs associated with purchasing the ATM equipment from manufacturers, delivery, and installation. Additionally, this category includes costs related to providing maintenance services to third-party customers in the U.K. 48 |
The following table presents the components of our total cost of ATM operating revenues:
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||
| 2019 | 2018 | 2020 | 2019 | |||||||||||||||||||
| Merchant commissions | 47.0 | % | 48.6 | % | Merchant commissions | 45.3 | % | 47.0 | % | |||||||||||||
| Vault cash rental | 8.5 | 8.3 | Vault cash rental | 9.4 | 8.5 | |||||||||||||||||
| Other costs of cash | 11.0 | 10.6 | Other costs of cash | 13.6 | 11.0 | |||||||||||||||||
| Repairs and maintenance | 8.9 | 8.1 | Repairs and maintenance | 10.9 | 8.9 | |||||||||||||||||
| Communications | 3.2 | 3.7 | Communications | 3.9 | 3.2 | |||||||||||||||||
| Transaction processing | 2.8 | 2.4 | Transaction processing | 2.4 | 2.8 | |||||||||||||||||
| Employee costs | 9.6 | 10.0 | Employee costs | 10.7 | 9.6 | |||||||||||||||||
| Other expenses | 9.0 | 8.3 | Other expenses | 3.8 | 9.0 | |||||||||||||||||
| Total cost of ATM operating revenues | 100.0 | % | 100.0 | % | Total cost of ATM operating revenues | 100.0 | % | 100.0 | % | |||||||||||||
We define variable costs as those that vary based on transaction levels.levels and the majority of our cost of ATM operating revenues are generally variable based on transaction volumes at our ATMs. The majority of Merchant commissions, Vault cash rental expense, and Other costs of cash fall under this category. The other categories of Cost of ATM operating revenues are mostly fixed in nature, meaning that any significant decrease in transaction volumes would lead to a decrease in the profitability of our operations, unless there was an offsetting increase in per-transaction revenues or decrease in our fixed costs. Although the majority of our operating costs are variable in nature,Conversely, an increase in transaction volumes may lead to an increase in the profitability of our operations due to the economies of scale obtained through increased leveraging of our fixed costs and incremental preferential pricing obtained from our vendors.
The profitability of any particular location and our entire ATM operation is attributable to a combination of surcharge, interchange, bank-branding, surcharge-free network revenues, and managed services revenues, as well as the level of our related costs.
We exclude depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets from our Cost of ATM operating revenues line item in the accompanying Consolidated Statements of Operations.
49
Results of Operations
The following table reflects line items from the accompanying Consolidated Statements of Operations as a percentage of total revenues for the periods indicated. Percentages may not add due to rounding.
| Year Ended December 31, | ||||||||||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||||||||
| (In thousands, excluding percentages) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| ATM operating revenues | $ | 1,040,779 | 95.1 | % | $ | 1,281,106 | 94.9 | % | ||||||||||||||||||
| ATM product sales and other revenues | 53,220 | 4.9 | 68,299 | 5.1 | ||||||||||||||||||||||
| Total revenues | 1,093,999 | 100.0 | 1,349,405 | 100.0 | ||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below) (1) | 652,906 | 59.7 | 830,359 | 61.5 | ||||||||||||||||||||||
| Cost of ATM product sales and other revenues | 39,745 | 3.6 | 54,620 | 4.0 | ||||||||||||||||||||||
| Total cost of revenues | 692,651 | 63.3 | 884,979 | 65.6 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Selling, general, and administrative expenses (2) | 160,053 | 14.6 | 177,474 | 13.2 | ||||||||||||||||||||||
| Restructuring expenses | 9,443 | 0.9 | 8,928 | 0.7 | ||||||||||||||||||||||
| Acquisition related expenses | 8,836 | 0.8 | — | — | ||||||||||||||||||||||
| Depreciation and accretion expense | 133,210 | 12.2 | 130,676 | 9.7 | ||||||||||||||||||||||
| Amortization of intangible assets | 31,874 | 2.9 | 49,261 | 3.7 | ||||||||||||||||||||||
Loss on disposal and impairment of assets (3) | 4,144 | 0.4 | 11,653 | 0.9 | ||||||||||||||||||||||
| Total operating expenses | 347,560 | 31.8 | 377,992 | 28.0 | ||||||||||||||||||||||
| Income from operations | 53,788 | 4.9 | 86,434 | 6.4 | ||||||||||||||||||||||
| Other expenses (income): | ||||||||||||||||||||||||||
| Interest expense, net | 37,097 | 3.4 | 26,604 | 2.0 | ||||||||||||||||||||||
| Amortization of deferred financing costs and note discount | 12,161 | 1.1 | 13,447 | 1.0 | ||||||||||||||||||||||
| Redemption costs for early extinguishment of debt | 3,018 | 0.3 | — | — | ||||||||||||||||||||||
| Other income, net | (18,077) | (1.7) | (18,404) | (1.4) | ||||||||||||||||||||||
| Total other expenses | 34,199 | 3.1 | 21,647 | 1.6 | ||||||||||||||||||||||
| Income before income taxes | 19,589 | 1.8 | 64,787 | 4.8 | ||||||||||||||||||||||
| Income tax expense | 452 | — | 16,522 | 1.2 | ||||||||||||||||||||||
| Net income | 19,137 | 1.7 | 48,265 | 3.6 | ||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | (7) | — | (9) | — | ||||||||||||||||||||||
| Net income attributable to controlling interests and available to common shareholders | $ | 19,144 | 1.7 | % | $ | 48,274 | 3.6 | % | ||||||||||||||||||
(1)Excludes effects of depreciation, accretion, and amortization of intangible assets of $133.1 million and $146.4 million for the years ended December 31, 2020 and 2019, respectively. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation. The inclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 12.2% and 10.8% for the years ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, Cost of ATM operating revenues also includes business rate tax recoveries totaling $35.1 million.
(2)Includes share-based compensation expense of $20.8 million and $19.5 million for the years ended December 31, 2020 and 2019, respectively.
(3)The year ended December 31, 2019 includes a goodwill impairment of $7.3 million on our Canada reporting unit. See Loss on Disposal and Impairment of Assets for additional information.
50
| Year Ended December 31, | |||||||||||
| 2019 | 2018 | ||||||||||
| (In thousands, excluding percentages) | |||||||||||
| Revenues: | |||||||||||
| ATM operating revenues | $ | 1,281,106 | 94.9 | % | $ | 1,292,930 | 96.1 | % | |||
| ATM product sales and other revenues | 68,299 | 5.1 | 52,313 | 3.9 | |||||||
Total revenues (1) | 1,349,405 | 100.0 | 1,345,243 | 100.0 | |||||||
| Cost of revenues: | |||||||||||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below.) (2) | 830,359 | 61.5 | 855,948 | 63.6 | |||||||
| Cost of ATM product sales and other revenues | 54,620 | 4.0 | 41,835 | 3.1 | |||||||
| Total cost of revenues | 884,979 | 65.6 | 897,783 | 66.7 | |||||||
| Operating expenses: | |||||||||||
Selling, general, and administrative expenses (3) | 177,474 | 13.2 | 170,490 | 12.7 | |||||||
| Restructuring expenses | 8,928 | 0.7 | 6,586 | 0.5 | |||||||
| Acquisition related expenses | — | — | 3,191 | 0.2 | |||||||
| Depreciation and accretion expense | 130,676 | 9.7 | 126,199 | 9.4 | |||||||
| Amortization of intangible assets | 49,261 | 3.7 | 52,911 | 3.9 | |||||||
Loss on disposal and impairment of assets (4) | 11,653 | 0.9 | 17,873 | 1.3 | |||||||
| Total operating expenses | 377,992 | 28.0 | 377,250 | 28.0 | |||||||
| Income from operations | 86,434 | 6.4 | 70,210 | 5.2 | |||||||
| Other expenses: | |||||||||||
| Interest expense, net | 26,604 | 2.0 | 35,429 | 2.6 | |||||||
| Amortization of deferred financing costs and note discount | 13,447 | 1.0 | 14,887 | 1.1 | |||||||
| Redemption costs for early extinguishment of debt | — | — | 6,408 | 0.5 | |||||||
Other income (5) | (18,404 | ) | (1.4 | ) | (627 | ) | — | ||||
| Total other expenses | 21,647 | 1.6 | 56,097 | 4.2 | |||||||
| Income before income taxes | 64,787 | 4.8 | 14,113 | 1.0 | |||||||
| Income tax expense | 16,522 | 1.2 | 10,457 | 0.8 | |||||||
| Net income | 48,265 | 3.6 | 3,656 | 0.3 | |||||||
| Net loss attributable to noncontrolling interests | (9 | ) | — | (20 | ) | — | |||||
| Net income attributable to controlling interests and available to common shareholders | $ | 48,274 | 3.6 | % | $ | 3,676 | 0.3 | % | |||
Key Operating Metrics
The following tables reflect certain key measures that help gauge our operating performance for the periods indicated:
| Year Ended December 31, | |||||||||||||||||
| 2020 | % Change | 2019 | |||||||||||||||
Ending number of transacting ATMs (1): | |||||||||||||||||
| North America | 43,423 | (0.3) | % | 43,562 | |||||||||||||
| Europe & Africa | 21,721 | (9.5) | % | 23,992 | |||||||||||||
| Australia & New Zealand | 6,025 | (13.0) | % | 6,928 | |||||||||||||
Total Company-owned (2) | 71,169 | (4.4) | % | 74,482 | |||||||||||||
| North America | 10,970 | (19.5) | % | 13,621 | |||||||||||||
| Europe & Africa | 168 | (27.6) | % | 232 | |||||||||||||
| Total Merchant-owned | 11,138 | (19.6) | % | 13,853 | |||||||||||||
| Managed Services and Processing: | |||||||||||||||||
| North America | 185,041 | (5.9) | % | 196,681 | |||||||||||||
| Australia & New Zealand | 1,463 | (16.7) | % | 1,757 | |||||||||||||
Total Managed services and processing (2) | 186,504 | (6.0) | % | 198,438 | |||||||||||||
| Total ending number of transacting ATMs | 268,811 | (6.3) | % | 286,773 | |||||||||||||
(1)The ending number of transacting ATMs presented in the table above includes only those ATMs transacting during the months of December 2020 and 2019. The 2020 counts do not include ATMs at casinos, theme parks, malls, education facilities, tourist-focused sites and other ATM sites that were temporarily closed during December 2020 as a result of the Pandemic. The Company estimates that during the month of December 2020, approximately 20,100 ATMs were not transacting due to the Pandemic, including approximately 4,400 ATMs, 2,900 ATMs, and 12,800 ATMs in the Company-owned, Merchant-owned, and Managed services and processing arrangement types, respectively. In total, we estimate that the number of ATMs we service exceeds 285,000.
(2)Company-owned ATMs that are deployed under managed services agreements are classified under Managed services and processing.
51
| Year Ended December 31, | ||||||||
| 2019 | % Change | 2018 | ||||||
| Ending number of transacting ATMs: | ||||||||
| North America | 43,562 | 0.8 | % | 43,233 | ||||
| Europe & Africa | 23,992 | 0.9 | % | 23,768 | ||||
| Australia & New Zealand | 6,928 | (8.7 | )% | 7,585 | ||||
Total Company-owned(1) | 74,482 | (0.1 | )% | 74,586 | ||||
| North America | 13,621 | 1.6 | % | 13,406 | ||||
| Europe & Africa | 232 | 0.4 | % | 231 | ||||
| Total Merchant-owned | 13,853 | 1.6 | % | 13,637 | ||||
| Managed Services and Processing: | ||||||||
North America (2) | 196,681 | 44.3 | % | 136,288 | ||||
| Australia & New Zealand | 1,757 | (15.3 | )% | 2,074 | ||||
Ending number of transacting ATMs – Managed services and processing (1) | 198,438 | 43.4 | % | 138,362 | ||||
| Total ending number of transacting ATMs | 286,773 | 26.6 | % | 226,585 | ||||
Year Ended December 31, | ||||||||||
| 2019 | % Change | 2018 | ||||||||
| Average number of transacting ATMs: | ||||||||||
| North America | 43,388 | (2.5 | )% | 44,513 | ||||||
| Europe & Africa | 23,875 | (3.0 | )% | 24,609 | ||||||
| Australia & New Zealand | 7,373 | (7.7 | )% | 7,988 | ||||||
Total Company-owned (1) | 74,636 | (3.2 | )% | 77,110 | ||||||
| North America | 13,998 | (0.2 | )% | 14,030 | ||||||
| Europe & Africa | 241 | 57.5 | % | 153 | ||||||
| Total Merchant-owned | 14,239 | 0.4 | % | 14,183 | ||||||
| Managed Services and Processing: | ||||||||||
North America (2) | 176,828 | 30.2 | % | 135,796 | ||||||
| Australia & New Zealand | 1,762 | (16.1 | )% | 2,101 | ||||||
Average number of transacting ATMs – Managed services and processing (1) | 178,590 | 29.5 | % | 137,897 | ||||||
| Total average number of transacting ATMs | 267,465 | 16.7 | % | 229,190 | ||||||
Total transactions (in thousands): | ||||||||||
ATM operations (3) | 1,219,085 | (8.3 | )% | 1,328,971 | ||||||
| Managed services and processing, net | 1,427,329 | 25.6 | % | 1,136,188 | ||||||
| Total transactions | 2,646,414 | 7.4 | % | 2,465,159 | ||||||
Total cash withdrawal transactions (in thousands): | ||||||||||
ATM operations (3) | 807,188 | (6.7 | )% | 864,923 | ||||||
| Per ATM per month amounts (excludes managed services and processing): | ||||||||||
Cash withdrawal transactions (3) | 757 | (4.1 | )% | 789 | ||||||
| ATM operating revenues | $ | 1,100 | 1.2 | % | $ | 1,087 | ||||
Cost of ATM operating revenues (4) | 731 | (1.3 | )% | 741 | ||||||
ATM adjusted operating gross profit (4) | $ | 369 | 6.6 | % | $ | 346 | ||||
| ATM adjusted operating gross profit margin | 33.5 | % | 31.8 | % | ||||||
| Year Ended December 31, | |||||||||||||||||
| 2020 | % Change | 2019 | |||||||||||||||
Average number of transacting ATMs (1): | |||||||||||||||||
| North America | 42,737 | (1.5) | % | 43,388 | |||||||||||||
| Europe & Africa | 22,090 | (7.5) | % | 23,875 | |||||||||||||
| Australia & New Zealand | 5,850 | (20.7) | % | 7,373 | |||||||||||||
Total Company-owned (2) | 70,677 | (5.3) | % | 74,636 | |||||||||||||
| North America | 11,828 | (15.5) | % | 13,998 | |||||||||||||
| Europe & Africa | 185 | (23.2) | % | 241 | |||||||||||||
| Total Merchant-owned | 12,013 | (15.6) | % | 14,239 | |||||||||||||
| Managed Services and Processing: | |||||||||||||||||
North America (3) | 184,558 | 4.4 | % | 176,828 | |||||||||||||
| Australia & New Zealand | 1,573 | (10.7) | % | 1,762 | |||||||||||||
Total Managed services and processing (2) | 186,131 | 4.2 | % | 178,590 | |||||||||||||
| Total average number of transacting ATMs | 268,821 | 0.5 | % | 267,465 | |||||||||||||
Total transactions (in thousands): | |||||||||||||||||
| ATM operations | 917,936 | (24.7) | % | 1,219,085 | |||||||||||||
| Managed services and processing, net | 1,248,309 | (12.5) | % | 1,427,329 | |||||||||||||
Total transactions (4) | 2,166,245 | (18.1) | % | 2,646,414 | |||||||||||||
Total cash withdrawal transactions (in thousands): | |||||||||||||||||
ATM operations (4) | 590,353 | (26.9) | % | 807,188 | |||||||||||||
| Per ATM per month amounts (excludes managed services and processing): | |||||||||||||||||
Cash withdrawal transactions (4) | 595 | (21.3) | % | 756 | |||||||||||||
ATM operating revenues (5) | $ | 956 | (13.5) | % | $ | 1,105 | |||||||||||
Cost of ATM operating revenues (5) (6) | 617 | (15.6) | % | 731 | |||||||||||||
ATM adjusted operating gross profit (5) (6) | $ | 339 | (9.4) | % | $ | 374 | |||||||||||
ATM adjusted operating gross profit margin (5) (6) | 35.5 | % | 33.8 | % | |||||||||||||
(1)The average number of transacting ATMs presented above represents an average of the ATMs transacting in the respective months of 2020 and 2019. The 2020 counts do not include ATMs at casinos, theme parks, malls, education facilities, tourist-focused sites and other ATM sites that were temporarily closed and not transacting during 2020 as a result of the Pandemic.
(2)Company-owned ATMs that are deployed under managed services agreements are classified under Managed services and processing.
(3)In May 2019, the Company completed the acquisition of ATM processing contracts to provide transaction processing services for approximately 62,000 ATMs. This transaction added approximately 40,000 ATMs to the average number of transacting ATMs for the year ended December 31, 2019.
(4)Total transactions, total cash withdrawal transactions, and total transactions per ATM per month were adversely impacted by the Pandemic, particularly in the U.K. where average transactions per ATM exceed our Company average.
(5)ATM operating revenues and Cost of ATM operating revenues relating to managed services, processing, ATM equipment sales and other ATM-related services are not included in this calculation. The Cost of ATM operating revenues in the year ended December 31, 2020 includes business rate tax recoveries totaling $35.1 million.
(6)Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying Consolidated Statements of Operations. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies – (d) Cost of ATM Operating Revenues Presentation.
52
Revenues
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||
| 2019 | % Change | 2018 | 2020 | 2019 | % Change | |||||||||||||||||||||||||
| (In thousands, excluding percentages) | (In thousands, excluding percentages) | |||||||||||||||||||||||||||||
| North America | North America | |||||||||||||||||||||||||||||
| ATM operating revenues | $ | 803,955 | 2.1 | % | $ | 787,514 | ATM operating revenues | $ | 717,451 | $ | 803,955 | (10.8) | % | |||||||||||||||||
| ATM product sales and other revenues | 59,559 | 39.6 | % | 42,665 | ATM product sales and other revenues | 44,702 | 59,559 | (24.9) | % | |||||||||||||||||||||
| North America total revenues | 863,514 | 4.0 | % | 830,179 | North America total revenues | 762,153 | 863,514 | (11.7) | % | |||||||||||||||||||||
| Europe & Africa | Europe & Africa | |||||||||||||||||||||||||||||
| ATM operating revenues | 388,091 | (3.1 | )% | 400,391 | ATM operating revenues | 258,322 | 388,091 | (33.4) | % | |||||||||||||||||||||
| ATM product sales and other revenues | 8,229 | (12.3 | )% | 9,379 | ATM product sales and other revenues | 7,624 | 8,229 | (7.4) | % | |||||||||||||||||||||
| Europe & Africa total revenues | 396,320 | (3.3 | )% | 409,770 | Europe & Africa total revenues | 265,946 | 396,320 | (32.9) | % | |||||||||||||||||||||
| Australia & New Zealand | Australia & New Zealand | |||||||||||||||||||||||||||||
| ATM operating revenues | 99,552 | (15.0 | )% | 117,138 | ATM operating revenues | 70,952 | 99,552 | (28.7) | % | |||||||||||||||||||||
| ATM product sales and other revenues | 511 | 90.0 | % | 269 | ATM product sales and other revenues | 894 | 511 | 75.0 | % | |||||||||||||||||||||
| Australia & New Zealand total revenues | 100,063 | (14.8 | )% | 117,407 | Australia & New Zealand total revenues | 71,846 | 100,063 | (28.2) | % | |||||||||||||||||||||
| Eliminations | (10,492 | ) | (13.4 | )% | (12,113 | ) | Eliminations | (5,946) | (10,492) | (43.3) | % | |||||||||||||||||||
| Total ATM operating revenues | 1,281,106 | (0.9 | )% | 1,292,930 | Total ATM operating revenues | 1,040,779 | 1,281,106 | (18.8) | % | |||||||||||||||||||||
| Total ATM product sales and other revenues | 68,299 | 30.6 | % | 52,313 | Total ATM product sales and other revenues | 53,220 | 68,299 | (22.1) | % | |||||||||||||||||||||
| Total revenues | $ | 1,349,405 | 0.3 | % | $ | 1,345,243 | Total revenues | $ | 1,093,999 | $ | 1,349,405 | (18.9) | % | |||||||||||||||||
ATM operating revenues. During the year ended December 31, 2020, ATM operating revenues during the years ended December 31, 2019 and 2018 decreased by $11.8$240.3 million, or 18.8%, compared to the prior year. Absent foreign currency exchange rate movements, ATM operating revenues would have decreased $238.3 million, or 18.6%, primarily due to the impacts of the Pandemic that resulted in an 18.1% decrease in total transaction volumes. The decrease in revenue was partially offset by growth in the bank-branding and surcharge-free network revenues in North America.
The following tables detail, by segment, the changes in the various components of ATM operating revenues for the periods indicated:indicated. As presented, certain prior year amounts have been reclassified to ensure consistency with the current year presentation and management's current views concerning the classification of revenues related to managed services and processing arrangements. The reclassified amounts previously presented as Managed services and processing revenues were reclassified as Surcharge revenues and Bank-branding and surcharge-free network revenues, respectively, in the North America segment, and amounts previously presented as Interchange revenues were reclassified as Managed services and processing revenues in the Europe & Africa and Australia & New Zealand segments. We determined that these reclassifications are not material to the previously reported financial statements and had no effect on the reported ATM operating revenues or ATM product sales and other revenues in the Consolidated Statements of Operations.
53
Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | Change | % Change | 2020 | 2019 | Change | % Change | |||||||||||||||||||||||||||||||||
| (In thousands, excluding percentages) | (In thousands, excluding percentages) | |||||||||||||||||||||||||||||||||||||||
| North America | North America | |||||||||||||||||||||||||||||||||||||||
| Surcharge revenues | $ | 349,346 | $ | 359,154 | $ | (9,808 | ) | (2.7 | )% | Surcharge revenues | $ | 272,448 | $ | 357,323 | $ | (84,875) | (23.8) | % | ||||||||||||||||||||||
| Interchange revenues | 138,557 | 143,803 | (5,246 | ) | (3.6 | )% | Interchange revenues | 120,587 | 138,557 | (17,970) | (13.0) | % | ||||||||||||||||||||||||||||
| Bank-branding and surcharge-free network revenues | 201,210 | 179,760 | 21,450 | 11.9 | % | Bank-branding and surcharge-free network revenues | 228,845 | 203,533 | 25,312 | 12.4 | % | |||||||||||||||||||||||||||||
| Managed services and processing revenues | 114,842 | 104,797 | 10,045 | 9.6 | % | Managed services and processing revenues | 95,571 | 104,542 | (8,971) | (8.6) | % | |||||||||||||||||||||||||||||
| North America total ATM operating revenues | 803,955 | 787,514 | 16,441 | 2.1 | % | North America total ATM operating revenues | 717,451 | 803,955 | (86,504) | (10.8) | % | |||||||||||||||||||||||||||||
| Europe & Africa | Europe & Africa | |||||||||||||||||||||||||||||||||||||||
| Surcharge revenues | 164,606 | 120,906 | 43,700 | 36.1 | % | Surcharge revenues | 99,107 | 164,606 | (65,499) | (39.8) | % | |||||||||||||||||||||||||||||
| Interchange revenues | 213,106 | 269,064 | (55,958 | ) | (20.8 | )% | Interchange revenues | 150,726 | 212,531 | (61,805) | (29.1) | % | ||||||||||||||||||||||||||||
| Bank-branding and surcharge-free network revenues | 958 | — | 958 | n/m | Bank-branding and surcharge-free network revenues | 1,462 | 958 | 504 | n/m | |||||||||||||||||||||||||||||||
| Managed services and processing revenues | 9,421 | 10,421 | (1,000 | ) | (9.6 | )% | Managed services and processing revenues | 7,027 | 9,996 | (2,969) | (29.7) | % | ||||||||||||||||||||||||||||
| Europe & Africa total ATM operating revenues | 388,091 | 400,391 | (12,300 | ) | (3.1 | )% | Europe & Africa total ATM operating revenues | 258,322 | 388,091 | (129,769) | (33.4) | % | ||||||||||||||||||||||||||||
| Australia & New Zealand | Australia & New Zealand | |||||||||||||||||||||||||||||||||||||||
| Surcharge revenues | 79,880 | 90,110 | (10,230 | ) | (11.4 | )% | Surcharge revenues | 54,246 | 79,880 | (25,634) | (32.1) | % | ||||||||||||||||||||||||||||
| Interchange revenues | 4,558 | 5,451 | (893 | ) | (16.4 | )% | ||||||||||||||||||||||||||||||||||
| Managed services and processing revenues | 15,114 | 21,577 | (6,463 | ) | (30.0 | )% | Managed services and processing revenues | 16,706 | 19,672 | (2,966) | (15.1) | % | ||||||||||||||||||||||||||||
| Australia & New Zealand total ATM operating revenues | 99,552 | 117,138 | (17,586 | ) | (15.0 | )% | Australia & New Zealand total ATM operating revenues | 70,952 | 99,552 | (28,600) | (28.7) | % | ||||||||||||||||||||||||||||
| Eliminations | (10,492 | ) | (12,113 | ) | 1,621 | (13.4 | )% | Eliminations | (5,946) | (10,492) | 4,546 | (43.3) | % | |||||||||||||||||||||||||||
| Total ATM operating revenues | $ | 1,281,106 | $ | 1,292,930 | $ | (11,824 | ) | (0.9 | )% | Total ATM operating revenues | $ | 1,040,779 | $ | 1,281,106 | $ | (240,327) | (18.8) | % | ||||||||||||||||||||||
North America. During the year ended December 31, 2019, our2020, ATM operating revenues in our North America segment increaseddecreased by $16.4$86.5 million, or 2.1%10.8%, compared to the prior year. This increaseyear, due to the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge, interchange and processing revenues as well as lower managed services revenues for merchants. The decrease in these revenues was attributable topartially offset by growth in the bank-branding and surcharge-free network revenues higher managed servicesin the U.S., driven by the addition of new and transaction processingexpanded branding arrangements and additional revenue from our Allpoint network. The decrease in revenues and higher same-store withdrawal transactions. The increase was also partially offset by lower surcharge and interchangean increase in our managed services revenues duefor financial institutions in the U.S., driven by new outsourcing arrangements compared to a lower number of transacting ATMs, fewer surcharge transactions, and a slight decrease in non-monetary transactions and increased network fees impacting our interchange revenues.
Europe & Africa. During the year ended December 31, 2019, our2020, ATM operating revenues in our Europe & Africa segment decreased by $12.3$129.8 million, or 3.1%33.4%, compared to the prior year. Absent foreignyear, primarily due to the impacts of the Pandemic that resulted in lower transaction volumes driving lower surcharge and interchange revenues as well as lower managed services and processing revenues. The lower surcharge revenues were also impacted by travel restrictions associated with the Pandemic, which resulted in a decrease in dynamic currency exchange rate movements, our ATM operatingconversion revenues would have increased(recognized within surcharge revenues). The decline was partially offset by approximately $6.6 million or 1.7% duean increase in revenues in South Africa attributable to an increase in the number of transacting ATMs andATMs. Foreign currency exchange rate movements had an insignificant impact on results during the associated transaction activity in Germany, Spain, and South Africa as well as higher dynamic currency conversion revenues. The increase was partially offset by lowerperiod.
Australia & New Zealand. During the year ended December 31, 2020, ATM operating revenues in our Australia & New Zealand segment decreased $28.6 million, or 28.7%, compared to the U.K. resulting fromprior year, primarily due to a reduction in the number of transacting ATMs and the impacts of the Pandemic that resulted in lower transaction volume with our conversion of a significant number of ATMs from free-to-use to pay-to-usevolumes driving lower surcharge revenues as well as lower managed services and removal of over 3,000 ATMs in response toprocessing revenues. Foreign currency exchange rate movements had an insignificant impact on results during the two 5% decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019.period.
For additional information related to our constant-currency calculations and recent trends that have impacted, and may continue to impact, the revenues from our Europe & Africa segment,segments, see Non-GAAP Financial Measures below and Developing Trends and Recent Events - Withdrawal transaction and revenue trends - U.K.above, respectively.
ATM product sales and other revenues. Our ATM product sales and other revenues increased $16.0decreased $15.1 million, or 22.1%, in 20192020 when compared to 2018. These fluctuations were2019. The decrease was primarily duerelated to the timing oflower equipment sales in our North America segment.the U.S. as a result of the Pandemic.
54
Cost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets)
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||||||||
| 2019 | % Change | 2018 | 2020 | 2019 | % Change | ||||||||||||||||||||||||
| (In thousands, excluding percentages) | (In thousands, excluding percentages) | ||||||||||||||||||||||||||||
| North America | North America | ||||||||||||||||||||||||||||
| Cost of ATM operating revenues | $ | 527,135 | (0.1)% | $ | 527,879 | Cost of ATM operating revenues | $ | 470,813 | $ | 527,135 | (10.7)% | ||||||||||||||||||
| Cost of ATM product sales and other revenues | 50,167 | 35.6% | 37,009 | Cost of ATM product sales and other revenues | 35,525 | 50,167 | (29.2)% | ||||||||||||||||||||||
| North America total cost of revenue | 577,302 | 2.2% | 564,888 | North America total cost of revenue | 506,338 | 577,302 | (12.3)% | ||||||||||||||||||||||
| Europe & Africa | Europe & Africa | ||||||||||||||||||||||||||||
| Cost of ATM operating revenues | 241,822 | (4.3)% | 252,789 | Cost of ATM operating revenues | 136,046 | 241,822 | (43.7)% | ||||||||||||||||||||||
| Cost of ATM product sales and other revenues | 3,540 | (5.7)% | 3,753 | Cost of ATM product sales and other revenues | 3,124 | 3,540 | (11.8)% | ||||||||||||||||||||||
| Europe & Africa total cost of revenues | 245,362 | (4.4)% | 256,542 | Europe & Africa total cost of revenues | 139,170 | 245,362 | (43.3)% | ||||||||||||||||||||||
| Australia & New Zealand | Australia & New Zealand | ||||||||||||||||||||||||||||
| Cost of ATM operating revenues | 70,368 | (17.9)% | 85,741 | Cost of ATM operating revenues | 50,563 | 70,368 | (28.1)% | ||||||||||||||||||||||
| Cost of ATM product sales and other revenues | 913 | (14.9)% | 1,073 | Cost of ATM product sales and other revenues | 1,096 | 913 | 20.0% | ||||||||||||||||||||||
| Australia & New Zealand total cost of revenues | 71,281 | (17.9)% | 86,814 | Australia & New Zealand total cost of revenues | 51,659 | 71,281 | (27.5)% | ||||||||||||||||||||||
| Corporate | 1,528 | 93.9% | 788 | ||||||||||||||||||||||||||
| Corporate total cost of revenues | Corporate total cost of revenues | 1,430 | 1,528 | (6.4)% | |||||||||||||||||||||||||
| Eliminations | (10,494 | ) | (6.7)% | (11,249 | ) | Eliminations | (5,946) | (10,494) | (43.3)% | ||||||||||||||||||||
| Cost of ATM operating revenues | 830,359 | (3.0)% | 855,948 | Cost of ATM operating revenues | 652,906 | 830,359 | (21.4)% | ||||||||||||||||||||||
| Cost of ATM product sales and other revenues | 54,620 | 30.6% | 41,835 | Cost of ATM product sales and other revenues | 39,745 | 54,620 | (27.2)% | ||||||||||||||||||||||
| Total cost of revenues | $ | 884,979 | (1.4)% | $ | 897,783 | Total cost of revenues | $ | 692,651 | $ | 884,979 | (21.7)% | ||||||||||||||||||