þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) 3250 Briarpark Drive, Suite 400 Houston, TX (Address of principal executive offices) |
76-0681190
(I.R.S. Employer Identification No.) 77042 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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PART I
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PART II
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PART III
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PART IV
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Exhibit 10.48 | ||||||||
Exhibit 10.49 | ||||||||
Exhibit 12.1 | ||||||||
Exhibit 14.2 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 |
i
1
2
3
Company-Owned | Merchant-Owned | Total | ||||||||||
Number of devices at period end
|
22,871 | 10,537 | 33,408 | |||||||||
Percent of total
|
68.5 | % | 31.5 | % | 100.0 | % | ||||||
Average monthly withdrawal transactions per average transacting device
|
776 | 277 | 616 |
4
Year Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(In thousands) | ||||||||||||
United States
|
$ | 401,934 | $ | 404,716 | $ | 310,078 | ||||||
United Kingdom
|
73,096 | 74,155 | 63,389 | |||||||||
Mexico
|
18,323 | 14,143 | 4,831 | |||||||||
|
||||||||||||
Total
|
$ | 493,353 | $ | 493,014 | $ | 378,298 | ||||||
|
As of December 31, | ||||||||||||
Location of long-lived assets: | 2009 | 2008 | 2007 | |||||||||
(In thousands) | ||||||||||||
United States
|
$ | 317,139 | $ | 345,707 | $ | 365,573 | ||||||
United Kingdom
|
70,368 | 69,527 | 155,207 | |||||||||
Mexico
|
14,043 | 10,307 | 8,670 | |||||||||
|
||||||||||||
Total
|
$ | 401,550 | $ | 425,541 | $ | 529,450 | ||||||
|
5
6
7
8
| a targeted term of seven years; |
| exclusive deployment of devices at locations where we install a device; |
| the right to increase surcharge fees, subject to merchant approval; |
| our right to remove devices at underperforming locations without having to pay a termination fee; |
| in the United States, our right to terminate or remove devices or renegotiate the fees payable to the merchant if surcharge fees are generally reduced or eliminated by law; and |
| provisions that make the merchants fee dependent on the number of device transactions. |
| in the United States, provisions prohibiting in-store check cashing by the merchant and, in the United States and United Kingdom, the operation of any other cash-back devices; |
| provisions imposing an obligation on the merchant to operate the ATMs at any time its stores are open for business; and |
| provisions, when possible, that require the assumption of our contract in the event a merchant sells its stores. |
9
10
11
12
13
14
15
16
17
18
| 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 United States dollar, which represents our consolidated reporting currency; |
| difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate, including unique labor and reporting laws; |
19
| unexpected changes in laws, regulations, and policies of foreign governments or other regulatory bodies, including changes that could potentially disallow surcharging or that could result in a reduction in the amount of interchange fees received per transaction; |
| unanticipated political and social instability that may be experienced in developing countries; |
| difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those countries in which we operate; and |
| potential adverse tax consequences, including restrictions on the repatriation of foreign earnings. |
20
| make it more 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; |
| 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. |
| sell or transfer property or assets; |
| pay dividends on or redeem or repurchase stock; |
| merge into or consolidate with any third party; |
| create, incur, assume or guarantee additional indebtedness; |
| create certain liens; |
| make investments; |
| engage in transactions with affiliates; |
| issue or sell preferred stock of restricted subsidiaries; and |
| enter into sale and leaseback transactions. |
21
22
23
| changes in general economic conditions and specific market conditions in the ATM and financial services industries; |
| changes in payment trends and offerings in the markets in which we operate; |
| competition from other companies providing the same or similar services that we offer; |
| 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; |
| 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 regulatory requirements associated with the ATM and financial services industries; |
| changes in the mix of our current services; and |
| changes in the financial condition and credit risk of our customers. |
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
High
Low
$
12.16
$
7.74
8.06
3.47
4.05
1.81
2.02
0.85
$
8.16
$
0.47
9.48
3.37
10.44
5.88
10.30
6.60
Table of Contents
12/11/07
12/07
3/08
6/08
9/08
12/08
3/09
6/09
9/09
12/09
100.00
106.42
73.37
93.37
82.74
13.58
18.63
40.11
82.32
116.42
100.00
99.71
85.29
86.06
76.89
58.93
57.11
68.59
79.42
85.12
100.00
99.16
85.01
84.38
84.24
47.75
54.09
73.56
89.83
85.43
Table of Contents
Total Number of
Approximate Dollar
Total Number
Average
Shares Purchased as
Value that May Yet
of Shares
Price Paid
Part of a Publicly
be Purchased Under
Period
Purchased
Per Share
Announced Program
the Program
(1) (2)
$
9,882,410
1,819
(3)
$
10.13
(4)
$
9,882,410
$
9,882,410
(1)
In February 2009, our Board of Directors approved a common
stock repurchase program that authorizes the repurchase of
up to an aggregate of $10.0 million in common stock. The
shares will be repurchased from time to time in open market
transactions or privately negotiated transactions at our
discretion. The share repurchase program will expire on
March 31, 2010, unless extended or terminated earlier by
the Board of Directors. To date, we have purchased
approximately 35,000 shares of our common stock at a total
cost of $0.1 million and at an average price per share of
$3.37.
(2)
In connection with the lapsing of the forfeiture
restrictions on restricted shares granted by us under our
2007 Stock Incentive Plan, which was adopted in December
2007 and expires in December 2017, we permitted employees
to sell a portion of their shares to us in order to satisfy
their tax liabilities that arose as a consequence of the
lapsing of the forfeiture restrictions. In future periods,
we may not permit our employees to sell their shares to us
in order to satisfy such tax liabilities. Furthermore,
since the number of restricted shares that will become
unrestricted each year is dependent upon the continued
employment of the award recipients, we cannot forecast
either the total amount of such securities or the
approximate dollar value of those securities that we might
purchase in future years as the forfeiture restrictions on
such shares lapse.
(3)
Represents shares surrendered to us by participants in our
2007 Stock Incentive Plan to settle the participants
personal tax liabilities that resulted from the lapsing of
restrictions on shares awarded to the participants under
the plan.
(4)
The price paid per share was based on the weighted average
of the high and low trading price of our common stock on
November 3, 2009 and November 11, 2009, which represent the
dates the restrictions lapsed on such shares.
Table of Contents
For the Years Ended December 31,
2009
2008
(1)
2007
(1)
2006
2005
(In thousands, except share and per share information and numbers of ATMs)
$
493,353
$
493,014
$
378,298
$
293,605
$
268,965
43,000
(38,118
)
7,158
18,414
18,685
5,771
(72,397
)
(27,857
)
(756
)
(2,403
)
5,277
(71,375
)
(63,753
)
(796
)
(3,813
)
$
0.13
$
(1.84
)
$
(4.13
)
$
(0.06
)
$
(0.27
)
39,244,057
38,800,782
15,423,744
13,904,505
14,040,353
39,896,366
38,800,782
15,423,744
13,904,505
14,040,353
$
10,449
$
3,424
$
13,439
$
2,718
$
1,699
460,404
480,828
590,737
367,756
343,751
307,287
347,181
310,744
252,895
247,624
76,594
76,329
(1,290
)
(19,750
)
106,720
(37,168
)
(49,084
)
$
74,874
$
16,218
$
55,108
$
25,446
$
33,227
(26,031
)
(60,476
)
(202,529
)
(35,973
)
(139,960
)
(42,232
)
34,507
158,155
11,192
107,214
33,408
32,950
32,319
25,259
26,208
383,323
354,391
247,270
172,808
156,851
244,378
228,306
166,248
125,078
118,960
(1)
Prior period amounts revised, as discussed in
Item 8.
Financial Statements and Supplementary Data Notes to
Consolidated Financial Statements Note 2, Revision of
Prior Period Financial Statements.
(2)
For the year ended December 31, 2008, amounts include a
$50.0 million goodwill impairment charge associated with
our United Kingdom operations. For additional information
on this charge, see
Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations
Goodwill Impairment
.
(3)
For the year ended December 31, 2007, net loss
attributable to controlling interests and available to
common stockholders reflects a $36.0 million one-time,
non-cash charge associated with the conversion of our
Series B redeemable convertible preferred stock into
shares of common stock in conjunction with our initial
public offering in December 2007. For the years ended
December 31, 2007, 2006, and 2005, the net loss
attributable to controlling interests and available to
common stockholders reflects the accretion of issuance
costs associated with the Series B redeemable convertible
preferred stock. For the year ended December 31, 2005, net
loss attributable to controlling interests and available
to common stockholders reflects non-cash dividends on our
Series A preferred stock. All of our Series A preferred
stock was redeemed in February 2005 in conjunction with
the issuance of our Series B redeemable convertible
preferred stock.
Table of Contents
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Economic and Strategic Outlook
Overview of Business
Developing Trends in the ATM and Financial Services Industry
Recent Events
Results of Operations
Liquidity and Capital Resources
Critical Accounting Policies and Estimates
New Accounting Pronouncements Issued but Not Yet Adopted
Commitments and Contingencies
Table of Contents
Table of Contents
Surcharge revenue.
A surcharge fee represents a convenience fee paid by the cardholder
for making a cash withdrawal from an ATM. Surcharge fees often vary by the type of
arrangement under which we place our ATMs and can vary widely based on the location of the
ATM and the nature of the contracts negotiated with our merchants. In the future, we expect
that surcharge fees per surcharge-bearing transaction will vary depending upon negotiated
surcharge fees at newly-deployed ATMs, the roll-out of additional branding arrangements,
and future negotiations with existing merchant partners, as well as our ongoing efforts to
improve profitability through improved pricing. For those ATMs that we own or operate on
surcharge-free networks, we do not receive surcharge fees related to withdrawal transactions
from cardholders who are participants of such networks, but rather we receive interchange
and branding revenues (as discussed below). Surcharge fees in the United Kingdom are
typically higher than the surcharge fees charged in the United States. In Mexico, domestic
surcharge fees are generally less than those charged in the United States, except for
machines that dispense U.S. dollars, where we charge an additional foreign currency
convenience fee.
Table of Contents
Interchange revenue.
An interchange fee is a fee paid by the cardholders financial
institution for the use of an ATM owned by another operator and the applicable EFT network
that transmits data between the ATM and the cardholders financial institution. We
typically receive a majority of the interchange fee paid by the cardholders financial
institution, with the remaining portion being retained by the EFT network. In the United
States and Mexico, interchange fees are earned not only on cash withdrawal transactions but
on any ATM transaction, including balance inquiries, transfers, and surcharge-free
transactions. However, based on recent legislation passed in Mexico, ATM operators will be
required in the future to elect between receiving interchange fees from card issuers or
surcharge fees from consumers. In the United Kingdom, interchange fees are earned on all
ATM transactions other than pay-to-use cash withdrawals. Interchange fees are set by the
EFT networks and vary according to EFT network arrangements with financial institutions, as
well as the type of transaction. Such fees are typically lower for balance inquiries and
fund transfers and higher for withdrawal transactions.
Branding and surcharge-free network revenue.
Under a bank branding agreement, ATMs that
are owned and operated by us are branded with the logo of and operated as if they were
owned by the branding financial institution. Customers of the branding institution can use
those machines without paying a surcharge, and, in exchange, the financial institution pays
us a monthly per-machine fee for such branding. Historically, this type of branding
arrangement has resulted in an increase in transaction levels at the branded ATMs, as
existing customers continue to use the ATMs and new customers of the branding financial
institution are attracted by the surcharge-free service. Additionally, although we forego
the surcharge fee on transactions by the branding institutions customers, we continue to
earn interchange fees on those transactions along with the monthly branding fee, and
typically enjoy an increase in surcharge-bearing transactions from users who are not
customers of the branding institution as a result of having a bank brand on the devices.
Overall, based on these factors, we believe a branding arrangement can substantially
increase the profitability of an ATM versus operating the same machine in an unbranded
mode. Fees paid for branding vary widely within our industry, as well as within our own
operations. We expect that this variance in branding fees will continue in the future.
However, because our strategy is to set branding fees at levels well above those required
to offset lost surcharge revenue, we do not expect any such variance to cause a decrease in
our total revenues.
Table of Contents
Pro Forma
2009
2008
2007
2007
$
1.04
$
1.17
$
1.36
$
1.31
0.61
0.62
0.59
0.59
0.28
0.25
0.21
0.21
0.05
0.04
0.04
0.07
$
1.98
$
2.08
$
2.20
$
2.18
(1)
Amounts calculated based on total cash withdrawal
transactions, including surcharge cash withdrawal
transactions and surcharge-free cash withdrawal
transactions.
(2)
Excluding surcharge-free cash withdrawal transactions,
per transaction amounts would have been $1.96, $1.88,
and $1.88 for the years ended December 31, 2009, 2008,
and 2007, respectively, and $1.86 for the pro forma
year ended December 31, 2007.
(3)
Amounts calculated based on total interchange revenues
earned on all ATM transaction types, including
surcharge and surcharge-free cash withdrawals, balance
inquiries, and transfers.
(4)
Amounts include all bank branding and surcharge-free
network revenues, the majority of which are not earned
on a per-transaction basis.
Pro Forma
2009
2008
2007
2007
52.7
%
56.0
%
61.7
%
59.8
%
31.0
29.6
26.7
27.2
14.1
12.2
9.7
9.7
2.2
2.2
1.9
3.3
100.0
%
100.0
%
100.0
%
100.0
%
Table of Contents
Table of Contents
Table of Contents
United Kingdom.
The United Kingdom is the largest ATM market in Europe. Until the late
1990s, most United Kingdom ATMs were installed at bank and building society branches.
Non-bank operators began to deploy ATMs in the United Kingdom in December 1998 when LINK
(which connects the ATM networks of all United Kingdom ATM operators) allowed them entry
into its network via arrangements between non-bank operators and United Kingdom financial
institutions. We believe that non-bank ATM operators have benefited in recent years from
customer demand for more conveniently located cash machines, the emergence of internet
banking with no established point of presence, and the closure of bank branches due to
consolidation. According to LINK, a total of approximately 64,000 ATMs were deployed in the
United Kingdom as of June 2009, of which approximately 29,000 were operated by non-banks.
This has grown from approximately 36,700 total ATMs in the United Kingdom in 2001, with
less than 7,000 operated by non-banks. Similar to the United States, electronic payment
alternatives have gained popularity in the United Kingdom in recent years. However, cash is
still the primary payment method preferred by consumers, representing nearly two-thirds of
total transaction spending according to the APACS United Kingdom Payment Statistics 2009
publication.
Mexico.
Historically, surcharge fees were not allowed pursuant to Mexican law. However,
in July 2005, the Mexican government approved a measure that now allows ATM operators to
charge a fee to individuals withdrawing cash from their ATMs. However, in October 2009, the
Central Bank of Mexico adopted new rules that would require ATM operators to elect between
receiving interchange fees from card issuers or surcharge fees from consumers, which will
go into effect on April 30, 2010. At this time, it is our expectation that Cardtronics
Mexico will elect to assess the surcharge fee to the consumer rather than the interchange
fee to that consumers financial institution. According to the Central Bank of Mexico, as
of September 2009, Mexico had approximately 32,700 ATMs operating throughout the country,
substantially all of which are owned by national and regional banks.
Table of Contents
Table of Contents
Table of Contents
Years Ended December 31,
2009
2008
2007
97.9
%
96.5
%
96.6
%
2.1
3.5
3.4
100.0
100.0
100.0
67.7
73.6
74.5
2.1
3.2
3.2
69.8
76.8
77.6
30.2
23.2
22.4
8.4
7.9
7.8
8.0
7.9
7.1
3.8
3.8
5.0
1.2
1.2
0.7
10.1
21.5
31.0
20.5
8.7
(7.7
)
1.9
6.1
6.3
7.8
0.5
0.4
0.4
0.1
(0.2
)
6.7
6.8
8.1
2.0
(14.5
)
(6.2
)
0.9
0.2
1.2
1.2
(14.7
)
(7.4
)
0.1
(0.2
)
(0.1
)
1.1
(14.5
)
(7.3
)
9.6
1.1
%
(14.5
)%
(16.9
)%
(1)
Excludes effects of depreciation, accretion, and
amortization expense of $51.5 million, $52.4 million,
and $43.1 million, for the years ended December 31,
2009, 2008, and 2007, respectively. The inclusion of
this depreciation, accretion, and amortization expense
in Cost of ATM operating revenues would have
increased our Cost of ATM operating revenues as a
percentage of total revenues by 10.4%, 10.6%, and
11.4% for the years ended December 31, 2009, 2008, and
2007, respectively.
(2)
Includes pre-tax impairment charges of $1.2 million,
$0.4 million, and $5.7 million for the years ended
December 31, 2009, 2008, and 2007, respectively.
(3)
Represents a $50.0 million charge in 2008 to
write-down the value of the goodwill associated with
our United Kingdom operations.
Table of Contents
2009
2008
2007
18,190
17,993
14,143
10,066
10,695
11,632
2,606
2,421
1,718
2,197
1,747
784
33,059
32,856
28,277
383,323
354,391
247,270
244,378
228,306
166,248
616
579
490
$
1,218
$
1,207
$
1,076
842
921
829
$
376
$
286
$
247
30.9
%
23.7
%
22.9
%
20.2
%
12.7
%
11.1
%
(1)
Excludes effects of depreciation, accretion, and
amortization expense of $51.5 million, $52.4 million,
and $43.1 million for the years ended December 31,
2009, 2008, and 2007, respectively. The inclusion of
this depreciation, accretion, and amortization expense
in Cost of ATM operating revenues would have
increased our cost of ATM operating revenues per ATM
per month and decreased our ATM operating gross profit
per ATM per month by $130, $133, and $127 for the
years ended December 31, 2009, 2008, and 2007,
respectively.
(2)
The decline in the Cost of ATM operating revenues per
ATM per month from 2008 to 2009 was due to foreign
currency exchange rate movements between the two
periods, lower vault cash interest costs, and other
operating cost reductions as a result of better
pricing terms under the renegotiated contract with our
maintenance and armored service providers.
(3)
ATM operating gross profit is a measure of
profitability that uses only the revenue and expenses
that related to operating the ATMs. The revenue and
expenses from ATM equipment sales and other
ATM-related services are not included.
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
483,138
$
475,800
1.5
%
$
365,322
30.2
%
10,215
17,214
(40.7
)%
12,976
32.7
%
$
493,353
$
493,014
0.1
%
$
378,298
30.3
%
2008 to 2009 Variance
U.S.
U.K.
Mexico
Total
Increase (decrease)
(In thousands)
$
(11,557
)
$
(4,978
)
$
4,712
$
(11,823
)
3,692
4,098
253
8,043
9,565
(5
)
9,560
798
760
1,558
$
2,498
$
(880
)
$
5,720
$
7,338
Table of Contents
2007 to 2008 Variance
U.S.
U.K.
Mexico
Total
Increase (decrease)
(In thousands)
$
33,355
$
2,273
$
5,111
$
40,739
32,303
8,349
2,655
43,307
22,481
(2
)
22,479
3,952
1
3,953
$
92,091
$
10,623
$
7,764
$
110,478
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
333,907
$
362,916
(8.0
)%
$
281,705
28.8
%
10,567
15,625
(32.4
)%
11,942
30.8
%
$
344,474
$
378,541
(9.0
)%
$
293,647
28.9
%
2008 to 2009 Variance
U.S.
U.K.
Mexico
Total
Increase (decrease)
(In thousands)
$
(7,933
)
$
(1,091
)
$
1,422
$
(7,602
)
(5,409
)
(7,575
)
154
(12,830
)
(3,370
)
(656
)
282
(3,744
)
(204
)
77
576
449
(1,050
)
(1,278
)
180
(2,148
)
(1,936
)
76
22
(1,838
)
177
177
1,173
(2,684
)
38
(1,473
)
$
(18,552
)
$
(13,131
)
$
2,674
$
(29,009
)
Table of Contents
Table of Contents
2007 to 2008 Variance
U.S.
U.K.
Mexico
Total
Increase (decrease)
(In thousands)
$
21,928
$
7,636
$
3,103
$
32,667
7,522
2,384
1,164
11,070
8,628
3,035
944
12,607
9,037
1,816
722
11,575
5,423
732
505
6,660
3,862
672
384
4,918
(2,497
)
(924
)
(33
)
(3,454
)
534
534
793
793
686
3,118
37
3,841
$
55,123
$
19,262
$
6,826
$
81,211
Table of Contents
For the Years Ended December 31,
2009
2008
2007
30.9
%
23.7
%
22.9
%
20.2
%
12.7
%
11.1
%
(3.4
)%
9.2
%
8.0
%
30.2
%
23.2
%
22.4
%
19.7
%
12.6
%
11.0
%
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
37,705
$
36,173
4.2
%
$
28,394
27.4
%
3,822
2,895
32.0
%
963
200.6
%
$
41,527
$
39,068
6.3
%
$
29,357
33.1
%
7.6
%
7.3
%
7.5
%
0.8
%
0.6
%
0.3
%
8.4
%
7.9
%
7.8
%
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
37,403
$
37,528
(0.3
)%
$
25,659
46.3
%
2,017
1,636
23.3
%
1,122
45.8
%
$
39,420
$
39,164
0.7
%
$
26,781
46.2
%
7.6
%
7.6
%
6.8
%
0.4
%
0.3
%
0.3
%
8.0
%
7.9
%
7.1
%
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
18,916
$
18,549
2.0
%
$
18,870
(1.7
)%
3.8
%
3.8
%
5.0
%
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
6,016
$
5,807
3.6
%
$
2,485
133.7
%
1.2
%
1.2
%
0.7
%
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
30,133
$
31,090
(3.1
)%
$
29,523
5.3
%
2,395
2,107
13.7
%
1,641
28.4
%
$
32,528
$
33,197
(2.0
)%
$
31,164
6.5
%
6.6
%
6.7
%
8.2
%
Table of Contents
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
456
$
93
390.3
%
$
(626
)
(114.9
)%
0.1
%
(0.2
)%
For the Years Ended December 31,
% Change
% Change
2009
2008
2008 to 2009
2007
2007 to 2008
(In thousands, excluding percentages)
$
4,245
$
989
329.2
%
$
4,477
(77.9
)%
42.4
%
(1.4
)%
(19.1
)%
Table of Contents
Table of Contents
Table of Contents
Bank Machine overdraft facility.
In addition to Cardtronics, Inc.s $175.0 million
revolving credit facility, Bank Machine has a £1.0 million overdraft facility. Such
facility, which bears interest at 1.75% over the banks base rate (0.5% as of December 31,
2009) and is secured by a letter of credit posted under the our revolving credit facility,
is utilized for general corporate purposes for the Companys United Kingdom operations. As
of December 31, 2009, there was no balance outstanding under this overdraft facility. The
amount outstanding under the overdraft facility as of December 31, 2008 was approximately
£99,000 ($145,000) and is reflected in accounts payable in our Consolidated Balance Sheets,
as any borrowings are automatically repaid once cash deposits are made to the underlying
bank accounts.
Cardtronics Mexico equipment financing agreements.
Between 2006 and 2009, Cardtronics
Mexico entered into nine separate five-year equipment financing agreements with a single
lender. These agreements, which are denominated in pesos and bear interest at an average
fixed rate of 10.57%, were utilized for the purchase of additional ATMs to support our
Mexico operations. As of December 31, 2009, approximately $128.0 million pesos ($9.8 million
U.S.) were outstanding under the agreements, with any future borrowings to be individually
negotiated between the lender and Cardtronics Mexico. Pursuant to the terms of the equipment
financing agreements, we have issued guarantees for 51.0% of the obligations under these
agreements (consistent with our ownership percentage in Cardtronics Mexico). As of December
31, 2009, the total amount of the guarantees was $65.3 million pesos ($5.0 million U.S.).
Capital lease agreements.
In connection with the 7-Eleven ATM Transaction, we assumed
certain capital and operating lease obligations for approximately 2,000 ATMs. We currently
have $0.4 million in letters of credit under our revolving credit facility in favor of the
lessors under these assumed equipment leases. These letters of credit reduce the available
borrowing capacity under our revolving credit facility. As of December 31, 2009, the
principal balance of our capital lease obligations totaled $0.2 million.
Table of Contents
Payments Due by Period
2010
2011
2012
2013
2014
Thereafter
Total
(In thousands)
$
2,122
$
2,860
$
2,360
$
301,326
$
1,142
$
$
309,810
28,685
28,423
28,121
27,938
56
113,223
2,598
2,089
1,978
1,946
3,919
5,163
17,693
2,401
2,345
2,288
2,189
365
117
9,705
240
240
1,100
1,100
$
37,146
$
35,717
$
34,747
$
333,399
$
5,482
$
5,280
$
451,771
(1)
Represents the $300.0 million face value of our senior subordinated notes and $9.8 million outstanding under our
Mexico equipment financing facilities.
(2)
Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2009.
(3)
Includes interest related to the capital lease obligations.
(4)
Represents commitment to purchase $1.1 million of ATM equipment from one of our primary ATM suppliers during 2010.
Table of Contents
Table of Contents
Table of Contents
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Notional Amounts
Notional Amounts
Notional Amounts
Weighted
Average
United States
United Kingdom
Consolidated
(1)
Fixed Rate
Term
(In thousands)
600,000
£
75,000
$
721,659
3.88
%
January 1, 2010 December 31, 2010
550,000
£
75,000
$
671,659
3.60
%
January 1, 2011 December 31, 2011
350,000
£
50,000
$
431,106
3.76
%
January 1, 2012 December 31, 2012
100,000
£
25,000
$
140,553
3.97
%
January 1, 2013 December 31, 2013
(1)
United Kingdom pound sterling amounts have been
converted into United States dollars at $1.622115 to
£1.00, which was the exchange rate in effect as of
December 31, 2009.
Table of Contents
Additional Interest
Incurred on
Additional Interest Incurred on
100 Basis Point Increase
100 Basis Point Increase
(Including Impact of All
Vault Cash Balance as of
(Excluding Impact of
Interest Rate Swaps
December 31, 2009
Interest Rate Swaps)
Currently under Contract)
(Functional
(Functional
(Functional
currency)
(U.S. dollars)
currency)
(U.S. dollars)
currency)
(U.S. dollars)
(In millions)
(In millions)
(In millions)
$
895.4
$
895.4
$
9.0
$
9.0
$
3.0
$
3.0
£
120.1
194.9
£
1.2
1.9
£
0.5
0.7
p $
538.8
41.3
p $
5.4
0.4
p $
5.4
0.4
$
1,131.6
$
11.3
$
4.1
Table of Contents
Table of Contents
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
63
65
66
67
68
69
70
70
80
81
82
85
85
87
87
89
89
89
91
92
92
93
93
95
98
99
101
102
104
107
108
Table of Contents
Cardtronics, Inc.:
March 3, 2010
Table of Contents
Cardtronics, Inc.:
March 3, 2010
Table of Contents
Table of Contents
Year Ended December 31,
2009
2008
2007
$
483,138
$
475,800
$
365,322
10,215
17,214
12,976
493,353
493,014
378,298
333,907
362,916
281,705
10,567
15,625
11,942
344,474
378,541
293,647
148,879
114,473
84,651
41,527
39,068
29,357
39,420
39,164
26,781
18,916
18,549
18,870
6,016
5,807
2,485
50,003
105,879
152,591
77,493
43,000
(38,118
)
7,158
30,133
31,090
29,523
2,395
2,107
1,641
456
93
(626
)
32,984
33,290
30,538
10,016
(71,408
)
(23,380
)
4,245
989
4,477
5,771
(72,397
)
(27,857
)
494
(1,022
)
(376
)
5,277
(71,375
)
(27,481
)
36,272
$
5,277
$
(71,375
)
$
(63,753
)
$
0.13
$
(1.84
)
$
(4.13
)
39,244,057
38,800,782
15,423,744
39,896,366
38,800,782
15,423,744
Table of Contents
Year Ended December 31,
2009
2008
2007
$
4
$
4
$
1
2
1
$
4
$
4
$
4
$
(34
)
$
(229
)
$
(324
)
34
195
95
$
$
(34
)
$
(229
)
$
194,101
$
190,508
$
2,857
109,757
76,844
1,595
77
36,021
(36,021
)
4,627
3,516
1,050
$
200,323
$
194,101
$
190,508
$
(64,025
)
$
(4,518
)
$
11,658
6,407
(59,507
)
(16,176
)
$
(57,618
)
$
(64,025
)
$
(4,518
)
$
(102,199
)
$
(30,824
)
$
(3,092
)
(251
)
5,277
(71,375
)
(27,481
)
$
(96,922
)
$
(102,199
)
$
(30,824
)
$
(48,221
)
$
(48,221
)
$
(48,267
)
46
(458
)
$
(48,679
)
$
(48,221
)
$
(48,221
)
$
(2,892
)
$
(20,374
)
$
106,720
$
624
111
494
(1,022
)
(376
)
526
1,662
264
(42
)
(16
)
1
1,602
624
(1,290
)
(19,750
)
106,720
Table of Contents
Year Ended December 31,
2009
2008
2007
$
5,771
$
(72,397
)
$
(27,857
)
7,453
(40,999
)
2,415
(1,046
)
(18,508
)
(18,093
)
(498
)
6,407
(59,507
)
(16,176
)
12,178
(131,904
)
(44,033
)
540
(781
)
(371
)
$
11,638
$
(131,123
)
$
(43,662
)
Table of Contents
Year Ended December 31,
2009
2008
2007
$
5,771
$
(72,397
)
$
(27,857
)
58,336
57,713
45,651
50,003
2,395
2,107
1,641
4,620
3,516
1,050
3,729
705
4,366
(569
)
6,016
5,807
2,485
1,437
(4,517
)
(7,664
)
(2,476
)
(2,479
)
(3,489
)
(905
)
(7,255
)
(6,373
)
630
(1,111
)
(1,131
)
3,412
53
(41
)
20
1,710
1,065
(19,787
)
(3,923
)
(5,265
)
15,995
166
(4,928
)
20,655
(4,584
)
(3,410
)
10,797
74,874
16,218
55,108
(25,770
)
(59,279
)
(67,966
)
3
(261
)
(854
)
(2,993
)
(548
)
17
34
(360
)
(135,009
)
3,950
(26,031
)
(60,476
)
(202,529
)
55,882
126,836
187,744
(99,212
)
(89,323
)
(140,765
)
(142
)
(3,541
)
642
111,600
34
195
95
1,596
362
46
526
1,662
264
(1,489
)
(618
)
(458
)
(195
)
(853
)
(458
)
(42,232
)
34,507
158,155
414
(264
)
(13
)
7,025
(10,015
)
10,721
3,424
13,439
2,718
$
10,449
$
3,424
$
13,439
$
30,468
$
31,973
$
26,521
300
220
27
2,499
5,683
Table of Contents
Table of Contents
2009
2008
2007
(In thousands)
$
32,595
$
33,821
$
24,200
18,916
18,549
18,870
$
51,511
$
52,370
$
43,070
Table of Contents
2009
2008
(In thousands)
$
1,624
$
1,614
1,016
1,764
2,640
3,378
(23
)
(367
)
$
2,617
$
3,011
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2009
2008
(In thousands)
$
(24,420
)
$
(31,873
)
(33,198
)
(32,152
)
$
(57,618
)
$
(64,025
)
Table of Contents
Table of Contents
Table of Contents
2008
As Reported
Adjustments
As Adjusted
(In thousands)
$
154,829
$
(1,399
)
$
153,430
482,227
(1,399
)
480,828
(64,355
)
330
(64,025
)
(100,470
)
(1,729
)
(102,199
)
(18,975
)
(1,399
)
(20,374
)
(18,351
)
(1,399
)
(19,750
)
482,227
(1,399
)
480,828
2008
2007
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
(In thousands, excluding per share amounts)
$
361,902
$
1,014
$
362,916
$
281,351
$
354
$
281,705
377,527
1,014
378,541
293,293
354
293,647
115,487
(1,014
)
114,473
85,005
(354
)
84,651
39,414
(250
)
39,164
26,859
(78
)
26,781
5,807
5,807
2,485
2,485
147,034
5,557
152,591
75,086
2,407
77,493
(31,547
)
(6,571
)
(38,118
)
9,919
(2,761
)
7,158
(1,022
)
1,022
(376
)
376
5,377
(5,284
)
93
1,585
(2,211
)
(626
)
37,552
(4,262
)
33,290
32,373
(1,835
)
30,538
(69,099
)
(2,309
)
(71,408
)
(22,454
)
(926
)
(23,380
)
938
51
989
4,636
(159
)
4,477
(70,037
)
(2,360
)
(72,397
)
(27,090
)
(767
)
(27,857
)
(1,022
)
(1,022
)
(376
)
(376
)
(70,037
)
(1,338
)
(71,375
)
(63,362
)
(391
)
(63,753
)
(1.81
)
(0.03
)
(1.84
)
(4.11
)
(0.02
)
(4.13
)
(1)
Previously reported as a component of Other expense.
(2)
Of the Adjustments presented above, $5,284 and $2,211 for the years ended December
31, 2008 and 2007, respectively, relates to the reclassification of Loss on disposal of
assets from a component of Other expense.
(3)
Of the Adjustments presented above, $1,022 and $376 for the years ended December
31, 2008 and 2007, respectively, relates to the reclassification of Minority interest in
subsidiary to Net loss attributable to noncontrolling interests.
2008
2007
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
(In thousands)
$
(59,837
)
$
330
$
(59,507
)
$
(16,176
)
$
$
(16,176
)
(64,355
)
330
(64,025
)
(4,518
)
(4,518
)
(30,433
)
(391
)
(30,824
)
(3,092
)
(3,092
)
(70,037
)
(1,338
)
(71,375
)
(27,090
)
(391
)
(27,481
)
(100,470
)
(1,729
)
(102,199
)
(30,433
)
(391
)
(30,824
)
Table of Contents
2008
2007
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
(In thousands)
$
(70,037
)
$
(2,360
)
$
(72,397
)
$
(27,090
)
$
(767
)
$
(27,857
)
(41,329
)
330
(40,999
)
2,415
2,415
(59,837
)
330
(59,507
)
(16,176
)
(16,176
)
(129,874
)
(2,030
)
(131,904
)
(43,266
)
(767
)
(44,033
)
(781
)
(781
)
(371
)
(371
)
(129,874
)
(1,249
)
(131,123
)
(43,266
)
(396
)
(43,662
)
(1)
Of the Adjustments presented above, $1,022 and $376 for the years ended December
31, 2008 and 2007, respectively, relates to the inclusion of Comprehensive loss attributable
to noncontrolling interest in Net loss.
2008
2007
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
(In thousands)
$
(70,037
)
$
(2,360
)
$
(72,397
)
$
(27,090
)
$
(767
)
$
(27,857
)
57,963
(250
)
57,713
45,729
(78
)
45,651
654
51
705
4,525
(159
)
4,366
(1,022
)
1,022
(376
)
376
5,447
360
5,807
2,235
250
2,485
(7,827
)
163
(7,664
)
(2,500
)
24
(2,476
)
17,232
(1,014
)
16,218
55,462
(354
)
55,108
(60,293
)
1,014
(59,279
)
(68,320
)
354
(67,966
)
(61,490
)
1,014
(60,476
)
(202,883
)
354
(202,529
)
(1)
Of the Adjustments presented above, $163 and $24 for the years ended December 31,
2008 and 2007, respectively, relates to the reclassification of certain non-cash items
previously included in Loss on disposal of assets to Other reserves and non-cash items.
Table of Contents
2007
$
465,808
19,364
(61,497
)
$
(3.99
)
2009
2008
2007
(In thousands)
$
798
$
621
$
87
3,822
2,895
963
$
4,620
$
3,516
$
1,050
Table of Contents
Weighted
Weighted
Average
Aggregate
Number of
Average
Contractual
Intrinsic
Shares
Exercise Price
Term
Value
(In years)
(In thousands)
4,288,942
$
7.96
140,500
$
5.69
(460,746
)
$
3.47
(164,925
)
$
9.87
3,803,771
$
8.34
5.34
$
11,445,981
3,039,137
$
7.91
4.73
$
10,138,031
2009
2008
2007
$3.02
$3.26
$4.02
6.25
6.25
6.25
49.5% 53.03%
35.3% 42.7%
31.8% 35.3%
0.00%
0.00%
0.00%
2.3% 3.0%
2.8% 3.5%
3.7% 4.9%
Table of Contents
Number of
Weighted
Shares Under
Average
Outstanding
Grant Date
Options
Fair Value
1,329,921
$
3.52
140,500
$
3.02
(62,557
)
$
3.94
(643,232
)
$
3.74
764,632
$
3.21
Number of Shares
1,679,250
135,000
(489,813
)
(210,000
)
1,114,437
Table of Contents
2009
Weighted
Average Shares
Earnings
Income
Outstanding
Per Share
$
5,277
(180
)
$
5,097
39,244,057
$
0.13
180
652,309
(177
)
$
5,100
39,896,366
$
0.13
Table of Contents
Tim Arnoult
Robert Barone
Jorge Diaz
Dennis Lynch
$
40,000
$
40,000
$
40,000
$
40,000
10,000
10,000
N/A
10,000
N/A
5,000
N/A
N/A
N/A
7,698
9,357
1,382
N/A
N/A
4,679
692
10,000
N/A
N/A
10,000
5,000
N/A
N/A
N/A
$
65,000
$
62,698
$
54,036
$
62,074
$
30,000
$
30,000
$
30,000
$
30,000
10,000
10,000
N/A
10,000
N/A
5,000
N/A
N/A
N/A
N/A
10,000
N/A
N/A
N/A
5,000
N/A
10,000
N/A
N/A
10,000
N/A
N/A
N/A
$
50,000
$
45,000
$
45,000
$
50,000
Table of Contents
2009
2008
(In thousands)
$
218,435
$
204,371
34,440
26,815
252,875
231,186
(105,527
)
(77,756
)
$
147,348
$
153,430
Goodwill
Trade Name
U.S.
U.K.
Mexico
U.S.
U.K.
Total
(In thousands)
$
150,445
$
84,050
$
690
$
200
$
4,015
$
239,400
(50,003
)
(50,003
)
16
16
(21,444
)
30
(1,093
)
(22,507
)
$
150,461
$
12,603
$
720
$
200
$
2,922
$
166,906
1,388
(6
)
321
1,703
$
150,461
$
13,991
$
714
$
200
$
3,243
$
168,609
Weighted
Average
Remaining
Gross
Net
Amortization
Carrying
Accumulated
Carrying
Period
Amount
Amortization
Amount
(In thousands)
6.4
$
157,175
$
(80,980
)
$
76,195
3.4
14,535
(7,609
)
6,926
4.1
5,475
(3,261
)
2,214
3.6
432
(174
)
258
$
177,617
$
(92,024
)
$
85,593
Table of Contents
Customer and
Exclusive
Branding Contracts /
Deferred
License
Non-Compete
Relationships
Financing Costs
Agreements
Agreements
Total
(In thousands)
$
13,617
$
1,927
$
655
$
72
$
16,271
12,708
2,069
542
70
15,389
12,140
1,828
474
70
14,512
10,656
1,102
346
46
12,150
9,172
103
9,275
17,902
94
17,996
$
76,195
$
6,926
$
2,214
$
258
$
85,593
Table of Contents
2009
2008
(In thousands)
$
7,064
$
14,949
1,786
2,324
$
8,850
$
17,273
$
749
$
1,165
3,053
2,348
1,445
539
326
$
5,786
$
3,839
2009
2008
(In thousands)
$
11,470
$
10,291
10,406
10,643
8,470
3,396
5,234
5,372
4,133
4,273
3,603
3,111
2,866
3,693
1,937
1,836
1,556
1,804
1,169
1,916
152
1,085
6,587
7,754
$
57,583
$
55,174
2009
2008
(In thousands)
$
$
43,500
297,242
296,637
9,810
6,052
307,052
346,189
2,122
1,373
$
304,930
$
344,816
Table of Contents
Bank Machine overdraft facility
. In addition to Cardtronics, Inc.s $175.0
million revolving credit facility, Bank Machine has a £1.0 million overdraft facility.
Such facility, which bears interest at 1.75% over the banks base rate (0.5% as of
December 31, 2009) and is secured by a letter of credit posted under the Companys
revolving credit facility, is utilized for general corporate purposes for the Companys
United Kingdom operations. As of December 31, 2009, there was no balance outstanding
under this overdraft facility. The amount outstanding under the overdraft facility as of
December 31, 2008 was approximately £99,000 ($145,000) and is reflected in accounts
payable in the Companys Consolidated Balance Sheet, as any borrowings are automatically
repaid once cash deposits are made to the underlying bank accounts. As discussed in the
Revolving Credit Facility
section above, the Company has posted a letter of credit under
its corporate revolving credit facility to secure this facility.
Cardtronics Mexico equipment financing agreements
.
From 2006 and 2009,
Cardtronics Mexico entered into nine separate five-year equipment financing agreements
with a single lender. Such agreements, which are denominated in pesos and bear interest
at an average fixed rate of 10.57%, were utilized for the purchase of additional ATMs to
support the Companys Mexico operations. As of December 31, 2009, approximately $128.0
million pesos ($9.8 million U.S.) were outstanding under the agreements, with any future
borrowings to be individually negotiated between the lender and Cardtronics Mexico.
Pursuant to the terms of the loan agreement, the Company has issued guarantees for 51.0%
of the obligations under this agreement (consistent with its ownership percentage in
Cardtronics Mexico). As of December 31, 2009, the total amount of the guarantees was
$65.3 million pesos ($5.0 million U.S.).
Table of Contents
$
2,122
2,860
2,360
301,326
1,142
$
309,810
2009
2008
(In thousands)
$
21,069
$
17,448
3,073
3,874
2,017
1,636
(2,984
)
(3,356
)
2,918
828
(1,451
)
$
24,003
$
21,069
Table of Contents
2009
2008
(In thousands)
$
23,423
$
13,788
8,203
2,464
1,879
160
432
$
26,047
$
24,302
$
12,656
$
18,364
2,393
3,604
3,450
1,999
$
18,499
$
23,967
Table of Contents
Table of Contents
$
4,999
4,434
4,266
4,135
4,284
5,280
$
27,398
Table of Contents
Weighted
Notional Amounts
Notional Amounts
Notional Amounts
Average
United States
United Kingdom
Consolidated
(1)
Fixed Rate
Term
(In thousands)
$
600,000
£
75,000
$
721,659
3.88
%
January 1, 2010 December 31, 2010
$
550,000
£
75,000
$
671,659
3.60
%
January 1, 2011 December 31, 2011
$
350,000
£
50,000
$
431,106
3.76
%
January 1, 2012 December 31, 2012
$
100,000
£
25,000
$
140,553
3.97
%
January 1, 2013 December 31, 2013
(1)
United Kingdom pound sterling amounts have been converted
into United States dollars at $1.622115 to £1.00, which was
the exchange rate in effect as of December 31, 2009.
Table of Contents
Table of Contents
December 31, 2009
December 31, 2008
Balance Sheet
Balance Sheet
Location
Fair Value
Location
Fair Value
(In thousands)
Prepaid expenses, deferred costs, and other assets
$
1,445
Prepaid expenses, deferred costs, and other assets
$
Current portion of other long-term liabilities
$
22,286
Current portion of other long-term liabilities
$
13,788
Other long-term liabilities
11,139
Other long-term liabilities
18,364
$
33,425
$
32,152
Current portion of other long-term liabilities
$
1,137
Current portion of other long-term liabilities
$
Other long-term liabilities
1,517
Other long-term liabilities
$
2,654
$
$
34,634
$
32,152
Year Ended December 31,
Location of Gain
Amount of Gain Recognized
(Loss) Reclassified
Amount of Loss Reclassified
in OCI on Derivative
from Accumulated
from Accumulated OCI into
Derivatives in Cash Flow
Instruments
OCI into Income
Income
Hedging Relationships
(Effective Portion)
(Effective Portion)
(Effective Portion)
2009
2008
2009
2008
(In thousands)
(In thousands)
$
21,492
$
(5,808
)
Cost of ATM operating revenues
$
(22,538
)
$
(12,700
)
Table of Contents
Fair Value Measurements
Total
Level 1
Level 2
Level 3
(In thousands)
$
1,445
$
$
1,445
$
$
36,079
$
$
36,079
$
Fair Value Measurements
Total
Level 1
Level 2
Level 3
(In thousands)
$
3,073
$
$
$
3,073
Table of Contents
2009
2008
2007
(In thousands)
$
265
$
$
251
284
111
$
516
$
284
$
111
$
3,889
$
3,350
$
4,963
(160
)
66
(153
)
(2,711
)
(444
)
3,729
705
4,366
$
4,245
$
989
$
4,477
2009
2008
2007
(In thousands)
$
3,237
$
(23,931
)
$
(7,822
)
938
408
(376
)
(211
)
180
15,651
21
688
1,817
160
1,023
119
36
52
12
5,239
(4,980
)
(8,257
)
(994
)
5,969
12,734
$
4,245
$
989
$
4,477
Table of Contents
United States
United Kingdom
Mexico
Consolidated
2009
2008
2009
2008
2009
2008
2009
2008
(In thousands)
$
1,873
$
1,450
$
119
$
107
$
2
$
165
$
1,994
$
1,722
(1,719
)
(891
)
(88
)
(107
)
(1
)
(165
)
(1,808
)
(1,163
)
(3,229
)
(559
)
(78
)
(3,307
)
(559
)
(3,075
)
31
(77
)
(3,121
)
27,794
31,466
3,730
1,532
1,466
910
32,990
33,908
(25,511
)
(26,274
)
(2,770
)
(1,532
)
(515
)
(595
)
(28,796
)
(28,401
)
(14,579
)
(16,865
)
(991
)
(874
)
(315
)
(16,444
)
(17,180
)
(12,296
)
(11,673
)
(31
)
77
(12,250
)
(11,673
)
$
(15,371
)
$
(11,673
)
$
$
$
$
$
(15,371
)
$
(11,673
)
2009
2008
(In thousands)
$
219
$
199
1,076
949
699
574
1,994
1,722
(1,808
)
(1,163
)
186
559
11,608
17,706
12,622
10,932
3,272
1,703
192
431
3,730
1,897
1,225
1,164
341
75
32,990
33,908
(28,796
)
(28,401
)
4,194
5,507
(3,307
)
(559
)
(3,307
)
(559
)
(9,054
)
(9,044
)
(6,109
)
(7,890
)
(991
)
(290
)
(246
)
(16,444
)
(17,180
)
$
(15,371
)
$
(11,673
)
Table of Contents
Table of Contents
2009
2008
2007
(In thousands)
$
100,386
$
70,527
$
53,811
39,420
39,164
26,781
18,916
18,549
18,870
50,003
32,528
33,197
31,164
4,245
989
4,477
$
5,277
$
(71,375
)
$
(27,481
)
For The Year Ended December 31, 2009
United
United States
Kingdom
Mexico
Eliminations
Total
(In thousands)
$
401,934
$
73,096
$
18,323
$
$
493,353
2,142
(2,142
)
281,724
51,419
13,473
(2,142
)
344,474
35,434
4,865
1,228
41,527
2,809
3,106
101
6,016
85,105
12,271
3,504
(494
)
100,386
26,845
10,799
1,797
(21
)
39,420
17,127
1,749
40
18,916
26,893
4,976
659
32,528
16,245
6,714
3,072
26,031
Table of Contents
For The Year Ended December 31, 2008
United
United States
Kingdom
Mexico
Eliminations
Total
(In thousands)
$
404,716
$
74,155
$
14,143
$
$
493,014
1,199
(1,199
)
303,350
64,566
11,823
(1,198
)
378,541
33,316
4,677
1,075
39,068
2,707
3,100
5,807
67,525
1,426
762
814
70,527
26,238
11,337
1,627
(38
)
39,164
16,174
2,326
49
18,549
50,003
50,003
26,760
5,673
764
33,197
29,258
26,401
4,474
60,133
For The Year Ended December 31, 2007
United
United States
Kingdom
Mexico
Eliminations
Total
(In thousands)
$
310,078
$
63,389
$
4,831
$
$
378,298
82
(82
)
244,433
45,279
3,985
(50
)
293,647
23,548
4,525
1,268
16
29,357
1,716
769
2,485
41,206
12,843
(454
)
216
53,811
19,005
7,378
421
(23
)
26,781
17,000
1,821
49
18,870
26,421
4,443
300
31,164
31,885
33,628
5,446
70,959
548
548
(1)
Capital expenditure amounts include payments made for
exclusive license agreements, site acquisition costs, and
capital expenditures financed by direct debt.
Additionally, capital expenditure amounts for Mexico are
reflected gross of any noncontrolling interest amounts.
December 31, 2009
December 31, 2008
(In thousands)
$
450,410
$
458,244
76,109
74,877
17,235
11,736
(83,350
)
(64,029
)
$
460,404
$
480,828
Table of Contents
Year Ended December 31, 2009
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
$
404,076
$
91,419
$
(2,142
)
$
493,353
4,967
358,972
88,577
(2,163
)
450,353
(4,967
)
45,104
2,842
21
43,000
3,868
23,025
5,635
32,528
(18,646
)
18,646
(93
)
(905
)
1,454
456
9,904
22,984
(4,247
)
(18,625
)
10,016
4,154
91
4,245
5,750
22,893
(4,247
)
(18,625
)
5,771
494
494
$
5,750
$
22,893
$
(4,247
)
$
(19,119
)
$
5,277
Year Ended December 31, 2008
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
$
405,915
$
88,298
$
(1,199
)
$
493,014
3,587
378,198
150,583
(1,236
)
531,132
(3,587
)
27,717
(62,285
)
37
(38,118
)
635
26,125
6,437
33,197
65,233
(65,233
)
(371
)
(405
)
869
93
(69,084
)
1,997
(69,591
)
65,270
(71,408
)
3,350
350
(2,711
)
989
(72,434
)
1,647
(66,880
)
65,270
(72,397
)
(1,022
)
(1,022
)
$
(72,434
)
$
1,647
$
(66,880
)
$
66,292
$
(71,375
)
Year Ended December 31, 2007
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
$
310,160
$
68,220
$
(82
)
$
378,298
1,253
304,449
65,495
(57
)
371,140
(1,253
)
5,711
2,725
(25
)
7,158
8,269
18,152
4,743
31,164
13,597
(13,597
)
(631
)
5
(626
)
(23,119
)
(11,810
)
(2,023
)
13,572
(23,380
)
4,713
207
(443
)
4,477
(27,832
)
(12,017
)
(1,580
)
13,572
(27,857
)
(376
)
(376
)
(27,832
)
(12,017
)
(1,580
)
13,948
(27,481
)
36,272
36,272
$
(64,104
)
$
(12,017
)
$
(1,580
)
$
13,948
$
(63,753
)
Table of Contents
As of December 31, 2009
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
40
$
8,400
$
2,009
$
$
10,449
38,261
23,846
3,980
(38,387
)
27,700
80
8,218
6,627
(6
)
14,919
38,381
40,464
12,616
(38,393
)
53,068
86,975
60,527
(154
)
147,348
6,467
73,390
9,179
89,036
150,462
14,704
165,166
(30,887
)
30,887
306,786
11,681
(6,015
)
(312,452
)
3,454
2,332
5,786
$
320,747
$
366,426
$
93,343
$
(320,112
)
$
460,404
$
$
$
2,122
$
$
2,122
235
235
23,217
2,830
26,047
12,263
77,829
20,295
(38,387
)
72,000
12,263
101,281
25,247
(38,387
)
100,404
297,242
7,688
304,930
205,216
106,888
(312,104
)
12,532
1,326
13,858
14,405
9,598
24,003
16,931
1,568
18,499
322,037
339,159
150,989
(350,491
)
461,694
(1,290
)
27,267
(57,646
)
30,379
(1,290
)
$
320,747
$
366,426
$
93,343
$
(320,112
)
$
460,404
As of December 31, 2008
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
20
$
3,165
$
239
$
$
3,424
4,815
22,872
2,965
(5,335
)
25,317
61
12,245
10,406
(5
)
22,707
4,896
38,282
13,610
(5,340
)
51,448
96,964
56,641
(175
)
153,430
7,612
90,844
9,871
108,327
150,462
13,322
163,784
(48,700
)
48,700
378,319
12,342
(7,771
)
(382,890
)
2,899
940
3,839
$
342,127
$
391,793
$
86,613
$
(339,705
)
$
480,828
$
$
$
1,373
$
$
1,373
757
757
24,302
24,302
11,035
51,016
15,669
(5,334
)
72,386
11,035
76,075
17,042
(5,334
)
98,818
340,137
4,679
344,816
273,345
109,545
(382,890
)
235
235
10,705
968
11,673
13,247
7,822
21,069
23,944
23
23,967
361,877
387,814
139,111
(388,224
)
500,578
(19,750
)
3,979
(52,498
)
48,519
(19,750
)
$
342,127
$
391,793
$
86,613
$
(339,705
)
$
480,828
Table of Contents
Year Ended December 31, 2009
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
(23,776
)
$
90,365
$
8,285
$
$
74,874
(16,189
)
(9,581
)
(25,770
)
(55
)
(206
)
(261
)
(548
)
548
(548
)
(16,244
)
(9,787
)
548
(26,031
)
53,500
29,501
3,381
(30,500
)
55,882
(97,000
)
(98,387
)
(1,455
)
97,630
(99,212
)
(30,500
)
30,500
97,630
(97,630
)
(142
)
(142
)
(458
)
(458
)
34
34
1,596
1,596
548
(548
)
526
526
(458
)
(458
)
24,344
(68,886
)
2,858
(548
)
(42,232
)
414
414
20
5,235
1,770
7,025
20
3,165
239
3,424
$
40
$
8,400
$
2,009
$
$
10,449
Year Ended December 31, 2008
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
(2,082
)
$
14,723
$
3,577
$
$
16,218
(29,208
)
(30,071
)
(59,279
)
(50
)
(804
)
(854
)
17
17
(1,837
)
1,837
(360
)
(360
)
(1,837
)
(29,618
)
(30,858
)
1,837
(60,476
)
127,000
74,898
26,725
(101,787
)
126,836
(87,500
)
(68,414
)
(686
)
67,277
(89,323
)
(101,787
)
101,787
67,277
(67,277
)
(3,541
)
(3,541
)
1,837
(1,837
)
195
195
362
362
1,662
1,662
(1,489
)
(1,489
)
(195
)
(195
)
3,863
6,484
25,997
(1,837
)
34,507
(264
)
(264
)
(56
)
(8,411
)
(1,548
)
(10,015
)
76
11,576
1,787
13,439
$
20
$
3,165
$
239
$
$
3,424
Table of Contents
Year Ended December 31, 2007
Non-
Parent
Guarantors
Guarantors
Eliminations
Total
(In thousands)
$
(4,319
)
$
39,796
$
19,631
$
$
55,108
(30,748
)
(37,215
)
(67,963
)
(1,133
)
(1,860
)
(2,993
)
(514
)
(514
)
(284
)
284
(135,009
)
(135,009
)
3,950
3,950
(284
)
(162,940
)
(39,589
)
284
(202,529
)
185,934
166,635
19,957
(184,782
)
187,744
(140,100
)
(33,733
)
(192
)
33,260
(140,765
)
(184,782
)
184,782
33,260
(33,260
)
642
642
111,600
284
(284
)
111,600
95
95
46
46
264
264
(618
)
(618
)
(853
)
(853
)
4,582
132,902
20,955
(284
)
158,155
(13
)
(13
)
(21
)
9,758
984
10,721
97
1,818
803
2,718
$
76
$
11,576
$
1,787
$
$
13,439
Table of Contents
Quarters Ended
March 31
June 30
September 30
December 31
Total
(In thousands, except per share amounts)
$
115,345
$
124,648
$
128,603
$
124,757
$
493,353
31,302
37,520
40,842
39,215
148,879
(5,037
)
2,599
6,525
1,684
5,771
stockholders
(2)
(5,068
)
2,488
6,398
1,459
5,277
$
(0.13
)
$
0.06
$
0.16
$
0.04
$
0.13
$
(0.13
)
$
0.06
$
0.15
$
0.03
$
0.13
$
120,575
$
126,975
$
127,259
$
118,205
$
493,014
26,979
29,409
30,117
27,968
114,473
(4,887
)
(3,621
)
(5,232
)
(58,657
)
(72,397
)
(4,887
)
(3,621
)
(4,418
)
(58,449
)
(71,375
)
$
(0.13
)
$
(0.09
)
$
(0.11
)
$
(1.50
)
$
(1.84
)
(1)
Excludes $12.6 million, $12.7 million, $12.7 million and $13.5 million of depreciation, accretion, and amortization for
the quarters ended March 31, June 30, September 30, and December 31, respectively.
(2)
Includes pre-tax impairment charge related to contract intangible assets of $1.2 million for the quarter ended December 31.
(3)
Excludes $12.4 million, $13.2 million, $13.3 million and $13.5 million of depreciation, accretion, and amortization for
the quarters ended March 31, June 30, September 30, and December 31, respectively.
(4)
Includes pre-tax goodwill impairment charge of $50.0 million for the quarter ended December 31.
Table of Contents
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Table of Contents
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Table of Contents
Page
63
65
66
67
68
69
70
Table of Contents
CARDTRONICS, INC.
/s/ Steven A. Rathgaber
Steven A. Rathgaber
Chief Executive Officer and Director
(Principal Executive Officer)
Signature
Title
Chief Executive Officer and Director
(Principal
Executive Officer)
Chief Financial Officer
(Principal
Financial Officer)
Chief Accounting Officer
(Principal
Accounting Officer)
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Table of Contents
Exhibit
Number
Description
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
10.1
10.2
10.3
10.4
Table of Contents
Exhibit
Number
Description
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Table of Contents
Exhibit
Number
Description
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
Table of Contents
Exhibit
Number
Description
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
*
10.49
*
12.1
*
14.1
14.2
*
21.1
*
23.1
*
31.1
*
31.2
*
32.1
**
*
Filed herewith.
**
Furnished herewith.
Management contract or compensatory plan or arrangement.
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
If to Executive, addressed to:
|
Steven A. Rathgaber | |||
|
||||
|
|
|||
|
|
|||
|
||||
with a copy to:
|
Stewart Reifler, Esq. | |||
|
Vedder Price P.C. | |||
|
1633 Broadway | |||
|
New York, New York 10019 | |||
|
Facsimile: 212-407-7799 | |||
|
||||
If to the Company, addressed to:
|
Cardtronics USA, Inc. | |||
|
3250 Briarpark Drive, Suite 400 | |||
|
Houston, Texas 77042 | |||
|
Attention: General Counsel
Facsimile: 832-308-4761 |
17
18
19
20
CARDTRONICS, INC. | ||||||
|
||||||
|
By: |
/s/ Fred R. Lummis
|
||||
|
||||||
CARDTRONICS USA, INC. | ||||||
|
||||||
|
By: |
/s/ Fred R. Lummis
|
||||
|
||||||
EXECUTIVE: | ||||||
|
||||||
/s/ Steven A. Rathgaber | ||||||
Steven A. Rathgaber |
21
A-1
(i) |
Executive has carefully read this Agreement;
|
(ii) |
Executive has had at least [twenty-one (21)] [forty-five (45)]
days to consider this Agreement before the execution and delivery hereof to the
Company [Add if 45 days applies:, and Executive acknowledges that attached to
this Agreement are (1) a list of the positions and ages of those employees
selected for termination (or participation in the exit incentive or other
employment termination program) and (2) a list of the ages of those employees
not selected for termination (or participation in such program)];
|
||
(iii) |
Executive has been and hereby is advised in writing that
Executive may, at Executives option, discuss this Agreement with an attorney
of Executives choice and that Executive has had adequate opportunity to do
so; and
|
||
(iv) |
Executive fully understands the final and binding effect of
this Agreement; the only promises made to Executive to sign this Agreement are
those stated in the Employment Agreement and herein; and Executive is signing
this Agreement voluntarily and of Executives own free will, and that Executive
understands and agrees to each of the terms of this Agreement.
|
A-2
|
|
STATE OF
|
§ | |||
|
||||
|
§ | |||
|
||||
COUNTY OF
|
§ |
|
|
|||
|
NOTARY PUBLIC in and for the | |||
|
State of | |||
|
||||
|
My Commission Expires: | |||
|
||||
|
Identification produced: |
A-3
-2-
Percentage of Total Number | ||||
of Restricted Shares as to Which | ||||
Lapse Date | Forfeiture Restrictions Lapse | |||
|
||||
First Anniversary of the Date of Grant
|
25 | % | ||
Second Anniversary of the Date of Grant
|
25 | % | ||
Third anniversary of the Date of Grant
|
25 | % | ||
Fourth anniversary of the Date of Grant
|
25 | % |
-3-
-4-
-5-
CARDTRONICS, INC. | ||||
|
||||
|
By: | /s/ Fred R. Lummis | ||
|
||||
|
Fred Lummis, Chairman and Interim CEO | |||
|
||||
/s/ Steven A. Rathgaber | ||||
Steven A. Rathgaber |
-6-
|
/s/ Maureen Rathgaber
|
|||
|
||||
|
Maureen Rathgaber
|
-7-
(a) |
Excludes preferred dividends as such amounts were not deducted in arriving at the income (loss)
before income taxes and cumulative effect of accounts changes amounts reflected above.
|
|
(b) |
Includes the amortization of debt discounts and the amortization and write-off of debt
issuance costs.
|
|
(c) |
Amounts included in the interest charges line above. As such, it is backed out separately
from the computation of fixed charges.
|
|
(d) |
Amounts have been grossed-up at the Companys effective tax rate for each applicable period.
|
|
act ethically with honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
|
|
provide full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the United States Securities and
Exchange Commission (SEC) and in other public communications that the Company makes;
|
|
comply with applicable laws, rules and regulations of national, state, provincial and
local governments and private and public regulatory agencies having jurisdiction over the
Company;
|
|
act in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing his or her independent judgment on behalf of the
Company to be subordinated to other interests;
|
|
uphold his or her fiduciary duty to the Company and its shareholders in all transactions
and avoid self-dealings;
|
|
promote honest and ethical behavior by others in the work environment;
|
|
respect the confidentiality of information acquired in the course of his or her work
except when authorized or otherwise legally obligated to disclose such information. Such
confidential information must not be used for the personal advantage of any Senior Officer
or parties related to such Senior Officer;
|
|
responsibly use and maintain all assets and resources employed or entrusted to such
Senior Officer;
|
|
promptly report violations of this Financial Code to the Companys Chief Executive
Officer or Chief Financial Officer or to the Chairperson of the Audit Committee of the
Board of Directors of the Company (the Board of Directors); and
|
|
accept accountability for adherence to this Financial Code.
|
Page 2 of 3
Page 3 of 3
Entity | Jurisdiction of Organization | |
|
||
Cardtronics USA, Inc.
|
Delaware | |
|
||
Cardtronics Holdings, LLC
|
Delaware | |
|
||
Cardtronics Limited
|
United Kingdom | |
|
||
Bank Machine (Acquisitions) Limited
|
United Kingdom | |
|
||
Bank Machine Limited
|
United Kingdom | |
|
||
Green Team Services Limited
|
United Kingdom | |
|
||
ATM National, LLC
|
Delaware | |
|
||
Cardtronics de Mexico S.A. de C.V.
|
Mexico City, Mexico |
|
/s/ KPMG LLP |
1. |
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (this report) of Cardtronics, Inc.;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared;
|
||
(b) |
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
||
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
||
(d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or persons performing the
equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
||
(b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
Date: March 3, 2010 | /s/ Steven A. Rathgaber | |||
Steven A. Rathgaber | ||||
Chief Executive Officer
(Principal Executive Officer) |
||||
1. |
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (this report) of Cardtronics, Inc.;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is
being prepared;
|
||
(b) |
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
||
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
||
(d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
the audit committee of the registrants board of directors (or persons performing the
equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
|
||
(b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
|
Date: March 3, 2010 | /s/ J. Chris Brewster | |||
J. Chris Brewster | ||||
Chief Financial Officer | ||||
Date: March 3, 2010
|
/s/ Steven A. Rathgaber
|
|||
|
Chief Executive Officer | |||
|
(Principal Executive Officer) | |||
|
||||
Date: March 3, 2010
|
/s/ J. Chris Brewster
|
|||
|
Chief Financial Officer |