|
(Mark One)
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended March 31, 2019
|
|
|
or
|
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from
to
|
England and Wales
|
98-1304627
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
2050 West Sam Houston Parkway South, Suite 1300
|
77042
|
Houston, Texas
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Large accelerated filer
þ
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
|
Smaller reporting company ☐
|
Emerging growth company ☐
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|
Page
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||
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||
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||
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||
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March 31, 2019
|
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,444
|
|
|
$
|
39,940
|
|
Accounts and notes receivable, net of allowance for doubtful accounts of $3,208 and $3,005 as of March 31, 2019 and December 31, 2018, respectively
|
80,277
|
|
|
75,643
|
|
||
Inventory, net
|
12,773
|
|
|
11,392
|
|
||
Restricted cash
|
84,790
|
|
|
155,470
|
|
||
Prepaid expenses, deferred costs, and other current assets
|
102,884
|
|
|
84,386
|
|
||
Total current assets
|
316,168
|
|
|
366,831
|
|
||
Property and equipment, net of accumulated depreciation of $445,272 and $417,151 as of March 31, 2019 and December 31, 2018, respectively
|
458,067
|
|
|
460,187
|
|
||
Intangible assets, net
|
140,091
|
|
|
150,847
|
|
||
Goodwill
|
754,084
|
|
|
749,144
|
|
||
Operating lease assets
|
81,973
|
|
|
—
|
|
||
Deferred tax asset, net
|
10,311
|
|
|
8,658
|
|
||
Prepaid expenses, deferred costs, and other noncurrent assets
|
41,516
|
|
|
51,677
|
|
||
Total assets
|
$
|
1,802,210
|
|
|
$
|
1,787,344
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of other long-term liabilities
|
$
|
50,492
|
|
|
$
|
20,266
|
|
Accounts payable
|
35,440
|
|
|
39,310
|
|
||
Accrued liabilities
|
322,297
|
|
|
369,160
|
|
||
Total current liabilities
|
408,229
|
|
|
428,736
|
|
||
|
|
|
|
||||
Long-term debt
|
802,719
|
|
|
818,485
|
|
||
Asset retirement obligations
|
54,946
|
|
|
54,413
|
|
||
Noncurrent operating lease liabilities
|
72,482
|
|
|
—
|
|
||
Deferred tax liability, net
|
39,630
|
|
|
41,198
|
|
||
Other long-term liabilities
|
48,375
|
|
|
67,740
|
|
||
Total liabilities
|
1,426,381
|
|
|
1,410,572
|
|
||
|
|
|
|
||||
Commitments and contingencies (See
Note 15
)
|
|
|
|
||||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Ordinary shares, $0.01 nominal value; 46,308,277 and 46,134,381 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
|
463
|
|
|
461
|
|
||
Additional paid-in capital
|
329,712
|
|
|
327,009
|
|
||
Accumulated other comprehensive loss, net
|
(74,478
|
)
|
|
(66,877
|
)
|
||
Retained earnings
|
120,229
|
|
|
116,276
|
|
||
Total parent shareholders' equity
|
375,926
|
|
|
376,869
|
|
||
Noncontrolling interests
|
(97
|
)
|
|
(97
|
)
|
||
Total shareholders’ equity
|
375,829
|
|
|
376,772
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,802,210
|
|
|
$
|
1,787,344
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
||||
ATM operating revenues
|
|
$
|
302,602
|
|
|
$
|
319,731
|
|
ATM product sales and other revenues
|
|
15,668
|
|
|
16,453
|
|
||
Total revenues
|
|
318,270
|
|
|
336,184
|
|
||
Cost of revenues:
|
|
|
|
|
||||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See
Note 1(c)
)
|
|
206,158
|
|
|
215,490
|
|
||
Cost of ATM product sales and other revenues
|
|
11,925
|
|
|
12,762
|
|
||
Total cost of revenues
|
|
218,083
|
|
|
228,252
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general, and administrative expenses
|
|
43,660
|
|
|
41,740
|
|
||
Restructuring expenses
|
|
—
|
|
|
2,413
|
|
||
Acquisition related expenses
|
|
—
|
|
|
1,720
|
|
||
Depreciation and accretion expense
|
|
32,973
|
|
|
31,042
|
|
||
Amortization of intangible assets
|
|
12,412
|
|
|
13,771
|
|
||
Loss on disposal and impairment of assets
|
|
968
|
|
|
5,420
|
|
||
Total operating expenses
|
|
90,013
|
|
|
96,106
|
|
||
Income from operations
|
|
10,174
|
|
|
11,826
|
|
||
Other expenses:
|
|
|
|
|
||||
Interest expense, net
|
|
6,643
|
|
|
9,174
|
|
||
Amortization of deferred financing costs and note discount
|
|
3,292
|
|
|
3,308
|
|
||
Other (income) expense
|
|
(7,207
|
)
|
|
2,160
|
|
||
Total other expenses
|
|
2,728
|
|
|
14,642
|
|
||
Income (loss) before income taxes
|
|
7,446
|
|
|
(2,816
|
)
|
||
Income tax expense (benefit)
|
|
3,129
|
|
|
(31
|
)
|
||
Net income (loss)
|
|
4,317
|
|
|
(2,785
|
)
|
||
Net loss attributable to noncontrolling interests
|
|
(2
|
)
|
|
(17
|
)
|
||
Net income (loss) attributable to controlling interests and available to common shareholders
|
|
$
|
4,319
|
|
|
$
|
(2,768
|
)
|
|
|
|
|
|
||||
Net income (loss) per common share – basic
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
Net income (loss) per common share – diluted
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic
|
|
46,223,764
|
|
|
45,833,070
|
|
||
Weighted average shares outstanding – diluted
|
|
46,635,033
|
|
|
45,833,070
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
4,317
|
|
|
$
|
(2,785
|
)
|
Unrealized (loss) gain on interest rate swap contracts, net of deferred income tax (benefit) expense of $(3,196) and $5,143 for the three months ended March 31, 2019 and 2018, respectively.
|
(12,703
|
)
|
|
17,361
|
|
||
Foreign currency translation adjustments, net of deferred income tax (benefit) expense of $(80) and $24 for the three months ended March 31, 2019 and 2018, respectively.
|
5,102
|
|
|
7,624
|
|
||
Other comprehensive (loss) income
|
(7,601
|
)
|
|
24,985
|
|
||
Total comprehensive (loss) income
|
(3,284
|
)
|
|
22,200
|
|
||
Less: Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
(19
|
)
|
||
Comprehensive (loss) income attributable to controlling interests
|
$
|
(3,284
|
)
|
|
$
|
22,219
|
|
|
Common Shares
|
Additional
Paid-In
Capital
|
Accumulated
Other
Comprehensive
Loss, Net
|
Retained
Earnings
|
Noncontrolling
Interests
|
|
||||||||||||||
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance as of December 31, 2017
|
45,696
|
|
$
|
457
|
|
$
|
316,940
|
|
$
|
(33,595
|
)
|
$
|
106,670
|
|
$
|
(79
|
)
|
$
|
390,393
|
|
Issuance of common shares for share-based compensation, net of forfeitures
|
225
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
2,445
|
|
—
|
|
—
|
|
—
|
|
2,445
|
|
||||||
Tax payments related to share-based compensation
|
—
|
|
—
|
|
(2,379
|
)
|
—
|
|
—
|
|
—
|
|
(2,379
|
)
|
||||||
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $5,143
|
—
|
|
—
|
|
—
|
|
17,361
|
|
—
|
|
—
|
|
17,361
|
|
||||||
Net loss attributable to controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,768
|
)
|
—
|
|
(2,768
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(17
|
)
|
(17
|
)
|
||||||
Deferred sales commission
|
—
|
|
—
|
|
—
|
|
—
|
|
5,933
|
|
—
|
|
5,933
|
|
||||||
Foreign currency translation adjustments, net of deferred income tax expense of $24
|
—
|
|
—
|
|
(10
|
)
|
7,624
|
|
—
|
|
(1
|
)
|
7,613
|
|
||||||
Balance as of March 31, 2018
|
45,921
|
|
$
|
459
|
|
$
|
316,996
|
|
$
|
(8,610
|
)
|
$
|
109,835
|
|
$
|
(97
|
)
|
$
|
418,583
|
|
|
Common Shares
|
Additional
Paid-In
Capital
|
Accumulated
Other
Comprehensive
Loss, Net
|
Retained
Earnings
|
Noncontrolling
Interests
|
|
||||||||||||||
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance as of December 31, 2018
|
46,134
|
|
$
|
461
|
|
$
|
327,009
|
|
$
|
(66,877
|
)
|
$
|
116,276
|
|
$
|
(97
|
)
|
$
|
376,772
|
|
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
—
|
|
366
|
|
(366
|
)
|
—
|
|
—
|
|
||||||
Issuance of common shares for share-based compensation, net of forfeitures
|
174
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
||||||
Share-based compensation expense
|
—
|
|
—
|
|
4,484
|
|
—
|
|
—
|
|
—
|
|
4,484
|
|
||||||
Tax payments related to share-based compensation
|
—
|
|
—
|
|
(1,781
|
)
|
—
|
|
—
|
|
—
|
|
(1,781
|
)
|
||||||
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax (benefit) of $(3,196)
|
—
|
|
—
|
|
—
|
|
(13,069
|
)
|
—
|
|
—
|
|
(13,069
|
)
|
||||||
Net income attributable to controlling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
4,319
|
|
—
|
|
4,319
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||||
Foreign currency translation adjustments, net of deferred income tax (benefit) of $(80)
|
—
|
|
—
|
|
—
|
|
5,102
|
|
—
|
|
2
|
|
5,104
|
|
||||||
Balance as of March 31, 2019
|
46,308
|
|
$
|
463
|
|
$
|
329,712
|
|
$
|
(74,478
|
)
|
$
|
120,229
|
|
$
|
(97
|
)
|
$
|
375,829
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
4,317
|
|
|
$
|
(2,785
|
)
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|||
Depreciation, accretion, and amortization of intangible assets
|
45,385
|
|
|
44,813
|
|
||
Amortization of deferred financing costs and note discount
|
3,292
|
|
|
3,308
|
|
||
Share-based compensation expense
|
4,484
|
|
|
2,445
|
|
||
Deferred income tax (benefit)
|
354
|
|
|
(281
|
)
|
||
Loss on disposal and impairment of assets
|
968
|
|
|
5,420
|
|
||
Other reserves and non-cash items
|
(7,497
|
)
|
|
2,368
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
(Increase) decrease in accounts and notes receivable, net
|
(3,851
|
)
|
|
12,633
|
|
||
Increase in prepaid expenses, deferred costs, and other current assets
|
(19,222
|
)
|
|
(17,995
|
)
|
||
Increase in inventory, net
|
(2,741
|
)
|
|
(1,424
|
)
|
||
Decrease (increase) in other assets
|
1,740
|
|
|
(118
|
)
|
||
Decrease in accounts payable
|
(4,506
|
)
|
|
(11,581
|
)
|
||
(Decrease) increase in restricted cash liabilities
|
(71,521
|
)
|
|
24,238
|
|
||
Increase (decrease) in accrued liabilities
|
27,399
|
|
|
(5,577
|
)
|
||
Decrease in other liabilities
|
(406
|
)
|
|
(6,031
|
)
|
||
Net cash (used in) provided by operating activities
|
(21,805
|
)
|
|
49,433
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Additions to property and equipment
|
(29,307
|
)
|
|
(20,739
|
)
|
||
Net cash used in investing activities
|
(29,307
|
)
|
|
(20,739
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings under revolving credit facility
|
120,918
|
|
|
143,502
|
|
||
Repayments of borrowings under revolving credit facility
|
(144,466
|
)
|
|
(150,518
|
)
|
||
Tax payments related to share-based compensation
|
(1,781
|
)
|
|
(2,379
|
)
|
||
Proceeds from exercises of stock options
|
2
|
|
|
—
|
|
||
Net cash used in financing activities
|
(25,327
|
)
|
|
(9,395
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
1,263
|
|
|
684
|
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(75,176
|
)
|
|
19,983
|
|
||
|
|
|
|
||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
195,410
|
|
|
99,817
|
|
||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
120,234
|
|
|
$
|
119,800
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
1,860
|
|
|
$
|
7,553
|
|
Cash paid (refund) for income taxes
|
$
|
4,720
|
|
|
$
|
(7,138
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Depreciation and accretion expenses related to ATMs and ATM-related assets
|
$
|
24,607
|
|
|
$
|
23,375
|
|
Amortization of intangible assets
|
12,412
|
|
|
13,771
|
|
||
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues
|
$
|
37,019
|
|
|
$
|
37,146
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
North America
|
$
|
—
|
|
|
$
|
1,057
|
|
Europe & Africa
|
—
|
|
|
681
|
|
||
Corporate
|
—
|
|
|
675
|
|
||
Total restructuring expenses
|
$
|
—
|
|
|
$
|
2,413
|
|
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
35,444
|
|
|
$
|
46,673
|
|
Current and long-term restricted cash
|
84,790
|
|
|
73,127
|
|
||
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows
|
$
|
120,234
|
|
|
$
|
119,800
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
ATMs
|
$
|
2,746
|
|
|
$
|
1,990
|
|
ATM spare parts and supplies
|
10,212
|
|
|
9,572
|
|
||
Total inventory
|
12,958
|
|
|
11,562
|
|
||
Less: Inventory reserves
|
(185
|
)
|
|
(170
|
)
|
||
Inventory, net
|
$
|
12,773
|
|
|
$
|
11,392
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Surcharge revenues
|
$
|
85,110
|
|
|
$
|
31,045
|
|
|
$
|
20,668
|
|
|
$
|
|
|
|
$
|
136,823
|
|
Interchange revenues
|
34,379
|
|
|
55,308
|
|
|
1,303
|
|
|
—
|
|
|
90,990
|
|
|||||
Bank-branding and surcharge-free network revenues
|
45,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,873
|
|
|||||
Managed services revenues
|
12,396
|
|
|
—
|
|
|
2,711
|
|
|
—
|
|
|
15,107
|
|
|||||
Other revenues
|
13,288
|
|
|
2,325
|
|
|
1,109
|
|
|
(2,913
|
)
|
|
13,809
|
|
|||||
Total ATM operating revenues
|
$
|
191,046
|
|
|
$
|
88,678
|
|
|
$
|
25,791
|
|
|
$
|
(2,913
|
)
|
|
$
|
302,602
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ATM product sales
|
$
|
11,819
|
|
|
$
|
431
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
12,265
|
|
Other revenues
|
1,383
|
|
|
1,816
|
|
|
204
|
|
|
—
|
|
|
3,403
|
|
|||||
ATM product sales and other revenues
|
13,202
|
|
|
2,247
|
|
|
219
|
|
|
—
|
|
|
15,668
|
|
|||||
Total revenues
|
$
|
204,248
|
|
|
$
|
90,925
|
|
|
$
|
26,010
|
|
|
$
|
(2,913
|
)
|
|
$
|
318,270
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Surcharge revenues
|
$
|
89,115
|
|
|
$
|
26,169
|
|
|
$
|
24,070
|
|
|
$
|
—
|
|
|
$
|
139,354
|
|
Interchange revenues
|
35,819
|
|
|
67,458
|
|
|
1,126
|
|
|
—
|
|
|
104,403
|
|
|||||
Bank-branding and surcharge-free network revenues
|
44,447
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,447
|
|
|||||
Managed services revenues
|
12,553
|
|
|
—
|
|
|
4,179
|
|
|
—
|
|
|
16,732
|
|
|||||
Other revenues
|
13,813
|
|
|
2,555
|
|
|
1,263
|
|
|
(2,836
|
)
|
|
14,795
|
|
|||||
Total ATM operating revenues
|
$
|
195,747
|
|
|
$
|
96,182
|
|
|
$
|
30,638
|
|
|
$
|
(2,836
|
)
|
|
$
|
319,731
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ATM product sales
|
$
|
12,786
|
|
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
12,808
|
|
Other revenues
|
1,346
|
|
|
2,257
|
|
|
42
|
|
|
—
|
|
|
3,645
|
|
|||||
ATM product sales and other revenues
|
14,132
|
|
|
2,263
|
|
|
58
|
|
|
—
|
|
|
16,453
|
|
|||||
Total revenues
|
$
|
209,879
|
|
|
$
|
98,445
|
|
|
$
|
30,696
|
|
|
$
|
(2,836
|
)
|
|
$
|
336,184
|
|
•
|
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 our merchants. In the U.S. and Canada, the Company does not receive surcharge fees from cardholders whose financial institutions participate in a surcharge-free network or have branded a location; instead, the Company receives interchange and bank-branding or surcharge-free network-branding revenues, which are discussed below. For certain ATMs, primarily those owned and operated by merchants, the Company does not receive any portion of the surcharge but rather the entire surcharge fee is earned by the merchant. In the U.K., ATM deployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on withdrawal and certain other transactions. These fees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., the Company only earns a surcharge fee paid by the cardholder on withdrawal transactions, and interchange is only paid by the cardholder’s financial institution on other non-withdrawal transaction types. In Germany, Australia, and Mexico, the Company collects surcharge fees on withdrawal transactions but generally does not receive interchange revenue. In South Africa, the Company generally earns interchange revenues only, the amount of which varies by transaction type and customer arrangement. Surcharge revenues, as described above, are recognized daily as the associated transactions are processed.
|
•
|
Interchange revenue.
An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an ATM that is owned by another operator and for the fee the EFT network charges to transmit data between the ATM and the cardholder’s financial institution. The Company typically receives a majority of the interchange fee paid by the cardholder’s financial institution, net of the amount retained by the EFT network and the Company recognizes the net amount received from the network as revenue. In some markets in which the Company operates, interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, including balance inquiries and balance transfers. Interchange revenues are subject to various arrangements and are recognized daily as the associated transactions are processed.
|
•
|
Bank-branding and surcharge-free network revenues.
Under a bank-branding arrangement, ATMs that are Company-owned and operated are branded with the logo of the branding financial institution. In exchange for a monthly per ATM fee, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge. Under the Company’s Allpoint surcharge-free network arrangements financial institutions that participate pay either a fixed monthly fee per cardholder or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
|
•
|
Managed services revenue
. Under a managed service arrangement, the Company offers ATM-related services depending on the needs of our customers, including monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other services. Under a managed services arrangement, all of the surcharge and interchange fees are generally earned by the customer, whereas the Company typically receives a fixed management fee per ATM and/or a fixed fee per transaction in return for providing the agreed-upon operating services. The managed services fees are recognized as the related services are provided to the customers, who include both retailers and financial institutions.
|
•
|
Other revenue.
Other revenues include ATM operating revenues from transaction processing for third-party ATM operators. The Company also earns ATM operating revenues related to advertising and other services. The Company typically recognizes these revenues as the related services are provided.
|
•
|
Other disclosures.
The Company’s bank-branding, surcharge-free network, and managed services arrangements result in the Company providing a series of distinct services that have the same pattern of transfer to the customer. As a result, these arrangements create singular performance obligations that are satisfied over-time (generally
3
-
5 years
) for which the Company has a right to consideration that corresponds directly with the value of the entity’s performance completed to date. In conjunction with these arrangements, the Company recognizes revenue in the amount it has a right to receive. Variable consideration may exist in these arrangements and is recognized only to the extent a significant reversal is not probable.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cost of ATM operating revenues
|
$
|
261
|
|
|
$
|
83
|
|
Selling, general, and administrative expenses
|
4,223
|
|
|
2,362
|
|
||
Total share-based compensation expense
|
$
|
4,484
|
|
|
$
|
2,445
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested RSUs as of December 31, 2018
|
911,165
|
|
|
$
|
28.74
|
|
Granted
|
112,364
|
|
|
31.81
|
|
|
Vested
|
(241,779
|
)
|
|
34.06
|
|
|
Forfeited
|
(2,957
|
)
|
|
30.91
|
|
|
Non-vested RSUs as of March 31, 2019
|
778,793
|
|
|
$
|
27.52
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Options outstanding as of December 31, 2018
|
234,959
|
|
|
$
|
22.31
|
|
Granted
|
145,221
|
|
|
31.99
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Options outstanding as of March 31, 2019
|
380,180
|
|
|
$
|
26.01
|
|
|
|
|
|
|||
Options vested and exercisable as of March 31, 2019
|
78,326
|
|
|
$
|
22.31
|
|
|
Three Months Ended
March 31, 2019 |
|||||||||
|
Income
|
|
Weighted Average Shares Outstanding
|
|
Income per Share
|
|||||
Basic:
|
|
|
|
|
|
|||||
Net income available to common shareholders
|
$
|
4,319
|
|
|
46,223,764
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|||||
Diluted:
|
|
|
|
|
|
|||||
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options added to the denominator under the treasury stock method
|
|
|
16,390
|
|
|
|
||||
RSUs added to the denominator under the treasury stock method
|
|
|
394,879
|
|
|
|
||||
Net income available to common shareholders and assumed conversions
|
$
|
4,319
|
|
|
46,635,033
|
|
|
$
|
0.09
|
|
|
Three Months Ended
March 31, 2018 |
|||||||||
|
Loss
|
|
Weighted Average Shares Outstanding
|
|
Loss per Share
|
|||||
Basic and Diluted:
|
|
|
|
|
|
|||||
Net loss available to common shareholders
|
$
|
(2,768
|
)
|
|
45,833,070
|
|
|
$
|
(0.06
|
)
|
|
Foreign Currency Translation Adjustments
|
|
|
|
Unrealized Losses on Interest Rate Swap and Foreign Currency Forward Contracts
|
|
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||||||
Total accumulated other comprehensive loss,
net as of December 31, 2018
|
$
|
(66,312
|
)
|
|
(1)
|
|
$
|
(565
|
)
|
|
(2)
|
|
$
|
(66,877
|
)
|
Other comprehensive income (loss) before reclassification
|
5,102
|
|
|
(3)
|
|
(12,421
|
)
|
|
(4)
|
|
(7,319
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
|
|
(282
|
)
|
|
(4)
|
|
(282
|
)
|
|||
Net current period other comprehensive income (loss)
|
5,102
|
|
|
|
|
(12,703
|
)
|
|
|
|
(7,601
|
)
|
|||
Total accumulated other comprehensive loss,
net as of March 31, 2019
|
$
|
(61,210
|
)
|
|
(1)
|
|
$
|
(13,268
|
)
|
|
(2)
|
|
$
|
(74,478
|
)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New
Zealand
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Goodwill, gross as of December 31, 2018
|
$
|
556,570
|
|
|
$
|
231,121
|
|
|
$
|
151,494
|
|
|
$
|
939,185
|
|
Accumulated impairment loss
|
—
|
|
|
(50,003
|
)
|
|
(140,038
|
)
|
|
(190,041
|
)
|
||||
Goodwill, net as of December 31, 2018
|
$
|
556,570
|
|
|
$
|
181,118
|
|
|
$
|
11,456
|
|
|
$
|
749,144
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
2,227
|
|
|
2,640
|
|
|
73
|
|
|
4,940
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross as of March 31, 2019
|
$
|
558,797
|
|
|
$
|
233,761
|
|
|
$
|
151,567
|
|
|
$
|
944,125
|
|
Accumulated impairment loss
|
—
|
|
|
(50,003
|
)
|
|
(140,038
|
)
|
|
(190,041
|
)
|
||||
Goodwill, net as of March 31, 2019
|
$
|
558,797
|
|
|
$
|
183,758
|
|
|
$
|
11,529
|
|
|
$
|
754,084
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Merchant and bank-branding contracts/relationships
|
$
|
479,630
|
|
|
$
|
(353,438
|
)
|
|
$
|
126,192
|
|
|
$
|
476,429
|
|
|
$
|
(340,899
|
)
|
|
$
|
135,530
|
|
Trade names
|
18,257
|
|
|
(11,202
|
)
|
|
7,055
|
|
|
18,010
|
|
|
(9,804
|
)
|
|
8,206
|
|
||||||
Technology
|
10,975
|
|
|
(6,751
|
)
|
|
4,224
|
|
|
10,963
|
|
|
(6,490
|
)
|
|
4,473
|
|
||||||
Non-compete agreements
|
4,261
|
|
|
(4,261
|
)
|
|
—
|
|
|
4,247
|
|
|
(4,244
|
)
|
|
3
|
|
||||||
Revolving credit facility deferred financing costs
|
4,300
|
|
|
(1,680
|
)
|
|
2,620
|
|
|
4,170
|
|
|
(1,535
|
)
|
|
2,635
|
|
||||||
Total intangible assets with definite lives
|
$
|
517,423
|
|
|
$
|
(377,332
|
)
|
|
$
|
140,091
|
|
|
$
|
513,819
|
|
|
$
|
(362,972
|
)
|
|
$
|
150,847
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Accrued merchant settlement
|
$
|
150,222
|
|
|
$
|
198,512
|
|
Accrued merchant fees
|
36,943
|
|
|
33,551
|
|
||
Accrued taxes
|
33,432
|
|
|
32,899
|
|
||
Accrued compensation
|
11,149
|
|
|
26,147
|
|
||
Accrued interest
|
8,479
|
|
|
3,343
|
|
||
Accrued cash management fees
|
8,227
|
|
|
8,882
|
|
||
Accrued purchases
|
8,203
|
|
|
6,654
|
|
||
Accrued armored
|
6,962
|
|
|
7,984
|
|
||
Accrued maintenance
|
5,835
|
|
|
3,911
|
|
||
Accrued processing costs
|
5,559
|
|
|
7,365
|
|
||
Accrued telecommunications costs
|
1,786
|
|
|
2,187
|
|
||
Accrued interest on interest rate swaps
|
143
|
|
|
114
|
|
||
Other accrued expenses
|
45,357
|
|
|
37,611
|
|
||
Total accrued liabilities
|
$
|
322,297
|
|
|
$
|
369,160
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.5% and 2.8% as of March 31, 2019 and December 31, 2018, respectively)
|
$
|
240,167
|
|
|
$
|
259,081
|
|
1.00% Convertible Senior Notes due 2020, net of unamortized discount and capitalized debt issuance costs
|
266,492
|
|
|
263,507
|
|
||
5.50% Senior Notes due 2025, net of capitalized debt issuance costs
|
296,060
|
|
|
295,897
|
|
||
Total long-term debt
|
$
|
802,719
|
|
|
$
|
818,485
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash interest per contractual coupon rate
|
$
|
719
|
|
|
$
|
719
|
|
Amortization of note discount
|
2,780
|
|
|
2,638
|
|
||
Amortization of debt issuance costs
|
206
|
|
|
186
|
|
||
Total interest expense related to Convertible Notes
|
$
|
3,705
|
|
|
$
|
3,543
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Principal balance
|
$
|
287,500
|
|
|
$
|
287,500
|
|
Unamortized discount and capitalized debt issuance costs
|
(21,008
|
)
|
|
(23,993
|
)
|
||
Net carrying amount of Convertible Notes
|
$
|
266,492
|
|
|
$
|
263,507
|
|
|
|
||
Asset retirement obligations at December 31, 2018
|
$
|
61,223
|
|
Additional obligations
|
1,126
|
|
|
Accretion expense
|
458
|
|
|
Payments
|
(1,451
|
)
|
|
Foreign currency translation adjustments
|
456
|
|
|
Asset retirement obligations at March 31, 2019
|
61,812
|
|
|
Less: current portion of asset retirement obligations
|
6,866
|
|
|
Asset retirement obligations, excluding current portion, at March 31, 2019
|
$
|
54,946
|
|
|
|
Classification
|
|
March 31, 2019
|
|
January 1, 2019 (Upon Adoption)
|
||||
Assets
|
|
|
|
(In thousands)
|
||||||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
81,973
|
|
|
$
|
85,068
|
|
Total operating lease assets
|
|
|
|
$
|
81,973
|
|
|
$
|
85,068
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
|
||||
Operating lease liabilities
|
|
Current portion of other long-term liabilities
|
|
$
|
20,362
|
|
|
$
|
20,602
|
|
Noncurrent
|
|
|
|
|
|
|
|
|||
Noncurrent operating lease liabilities
|
|
Noncurrent operating lease liabilities
|
|
$
|
72,482
|
|
|
$
|
74,746
|
|
Total operating lease liabilities
|
|
|
|
$
|
92,844
|
|
|
$
|
95,348
|
|
|
|
|
|
Three Months Ended
|
||
|
|
Classification
|
|
March 31, 2019
|
||
|
|
|
|
(In thousands)
|
||
Operating lease costs
|
|
Cost of ATM operating revenues
(1)
|
|
$
|
1,254
|
|
Operating lease costs
|
|
Selling, general, and administrative expenses
(2)
|
|
1,783
|
|
|
Total operating lease cost
|
|
|
|
$
|
3,037
|
|
Maturity of Recognized Operating Lease Liabilities
|
|
Operating
Lease Payments
(1)
|
||
|
|
(In thousands)
|
||
2019
|
|
$
|
17,544
|
|
2020
|
|
19,924
|
|
|
2021
|
|
17,149
|
|
|
2022
|
|
10,488
|
|
|
2023
|
|
7,607
|
|
|
After 2023
|
|
34,843
|
|
|
Total lease payments
|
|
$
|
107,555
|
|
Less: Interest
(2)
|
|
(14,711
|
)
|
|
Present value of operating lease liabilities
(3)
|
|
$
|
92,844
|
|
Lease Term and Discount Rate
|
|
March 31, 2019
|
|
January 1, 2019 (Upon Adoption)
|
||
Weighted-average remaining lease term (years)
|
|
|
|
|
||
Operating leases
|
|
7.0
|
|
|
7.1
|
|
Weighted-average discount rate
|
|
|
|
|
|
|
Operating leases
|
|
3.48
|
%
|
|
3.45
|
%
|
|
|
Three Months Ended March 31, 2019
|
||
|
|
(In thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash outflows resulting from payments of operating lease liabilities
|
|
$
|
5,297
|
|
|
|
|
||
New operating lease assets recognized during the period
|
|
$
|
1,857
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Current portion of other long-term liabilities
|
|
|
|
||||
Operating lease liabilities
|
$
|
20,362
|
|
|
$
|
—
|
|
Acquisition related contingent consideration
|
8,214
|
|
|
—
|
|
||
Asset retirement obligations
|
6,866
|
|
|
6,810
|
|
||
Deferred revenue
|
4,029
|
|
|
4,109
|
|
||
Interest rate swap and cap contracts
|
2,461
|
|
|
396
|
|
||
Other
|
8,560
|
|
|
8,951
|
|
||
Total current portion of other long-term liabilities
|
$
|
50,492
|
|
|
$
|
20,266
|
|
|
|
|
|
||||
Noncurrent portion of other long-term liabilities
|
|
|
|
|
|||
Acquisition related contingent consideration
|
$
|
21,804
|
|
|
$
|
38,266
|
|
Interest rate swap and cap contracts
|
7,456
|
|
|
2,894
|
|
||
Deferred revenue
|
3,987
|
|
|
4,319
|
|
||
Other
|
15,128
|
|
|
22,261
|
|
||
Total noncurrent portion of other long-term liabilities
|
$
|
48,375
|
|
|
$
|
67,740
|
|
|
|
|
|
Notional Amounts
U.S. $
|
|
Weighted Average Fixed Rate
|
|
Notional Amounts
CAD$
|
|
Weighted Average Fixed Rate
|
|
Term
|
||||||
(In millions)
|
|
|
|
(In millions)
|
|
|
|
|
||||||
$
|
1,000
|
|
|
2.06%
|
|
CAD
|
|
$
|
125
|
|
|
2.46%
|
|
April 1, 2019 – December 31, 2019
|
$
|
1,000
|
|
|
2.06%
|
|
CAD
|
|
$
|
125
|
|
|
2.46%
|
|
January 1, 2020 – December 31, 2020
|
$
|
600
|
|
|
1.95%
|
|
CAD
|
|
$
|
125
|
|
|
2.46%
|
|
January 1, 2021 – December 31, 2021
|
$
|
400
|
|
|
1.46%
|
|
|
|
|
|
|
|
January 1, 2022 – December 31, 2022
|
Notional Amounts
U.S. $
|
|
Cap Rate
(1)
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
$
|
|
200
|
|
|
3.25%
|
|
January 1, 2021 – December 31, 2023
|
Notional Amounts
|
|
Weighted Average
|
|
|
||
U.K. £
|
|
Fixed Rate
|
|
Term
|
||
(In millions)
|
|
|
|
|
||
£
|
550
|
|
|
0.90%
|
|
April 1, 2019 – December 31, 2019
|
£
|
500
|
|
|
0.94%
|
|
January 1, 2020 – December 31, 2020
|
£
|
500
|
|
|
0.94%
|
|
January 1, 2021 – December 31, 2021
|
£
|
500
|
|
|
0.94%
|
|
January 1, 2022 – December 31, 2022
|
Notional Amounts
AUS $
|
|
Weighted Average
Fixed Rate
|
|
Term
|
||
(In millions)
|
|
|
|
|
||
$
|
150
|
|
|
1.95%
|
|
April 1, 2019 - December 31, 2019
|
$
|
100
|
|
|
1.95%
|
|
January 1, 2020 – December 31, 2020
|
Notional Amounts
U.K. £
|
|
Weighted Average Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
£
|
80
|
|
|
0.95
|
%
|
|
April 1, 2019 – January 1, 2020
|
£
|
50
|
|
|
0.95
|
%
|
|
January 2, 2020 – January 1, 2021
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Asset (Liability) Derivative Instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
|
|
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
Prepaid expenses, deferred costs, and other current assets
|
|
$
|
3,319
|
|
|
Prepaid expenses, deferred costs, and other current assets
|
|
$
|
4,489
|
|
Interest rate swap contracts
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
|
6,911
|
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
|
15,316
|
|
||
Interest rate swap contracts
|
|
Current portion of other long-term liabilities
|
|
(2,461
|
)
|
|
Current portion of other long-term liabilities
|
|
(396
|
)
|
||
Interest rate swap and cap contracts
|
|
Other long-term liabilities
|
|
(7,456
|
)
|
|
Other long-term liabilities
|
|
(2,894
|
)
|
||
Total derivative instruments, net
|
|
|
|
$
|
313
|
|
|
|
|
$
|
16,515
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||
Derivatives in Cash Flow Hedging Relationship
|
|
Amount of Gain (Loss) Recognized in
Accumulated Other Comprehensive Loss on
Derivative Instruments
|
|
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss
into Income
|
||||||||||||
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
||||||||||||
Interest rate swap contracts
|
|
$
|
(12,109
|
)
|
|
$
|
14,772
|
|
|
Cost of ATM operating revenues
|
|
$
|
338
|
|
|
$
|
(2,589
|
)
|
Interest rate swap contracts
|
|
(312
|
)
|
|
—
|
|
|
Interest expense, net
|
|
(56
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(12,421
|
)
|
|
$
|
14,772
|
|
|
|
|
$
|
282
|
|
|
$
|
(2,589
|
)
|
|
|
Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships in the Three Months Ended March 31,
|
||||||||||
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
||||||||||
|
|
Cost of ATM Operating Revenues
|
|
Interest Expense, net
|
|
Cost of ATM Operating Revenues
|
||||||
Total amount of expense presented in the statements of operations in which the effects of cash flow hedges are recorded
|
|
$
|
206,158
|
|
|
$
|
6,643
|
|
|
$
|
215,490
|
|
|
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from accumulated other comprehensive income into income
|
|
$
|
338
|
|
|
$
|
(56
|
)
|
|
$
|
(2,589
|
)
|
|
Fair Value Measurements at March 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets associated with interest rate swap contracts
|
$
|
10,230
|
|
|
$
|
—
|
|
|
$
|
10,230
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities associated with interest rate swap contracts
|
$
|
(9,917
|
)
|
|
$
|
—
|
|
|
$
|
(9,917
|
)
|
|
$
|
—
|
|
Liabilities associated with acquisition related contingent consideration
|
$
|
(30,018
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,018
|
)
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets associated with interest rate swap contracts
|
$
|
19,805
|
|
|
$
|
—
|
|
|
$
|
19,805
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities associated with interest rate swap contracts
|
$
|
(3,290
|
)
|
|
$
|
—
|
|
|
$
|
(3,290
|
)
|
|
$
|
—
|
|
Liabilities associated with acquisition related contingent consideration
|
$
|
(38,266
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(38,266
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, excluding percentages)
|
||||||
Income tax expense (benefit)
|
$
|
3,129
|
|
|
$
|
(31
|
)
|
Effective tax rate
|
42.0
|
%
|
|
1.1
|
%
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
|||||||
Net income (loss) attributable to controlling interests and available to common shareholders
|
|
$
|
4,319
|
|
|
$
|
(2,768
|
)
|
Adjustments:
|
|
|
|
|
||||
Interest expense, net
|
|
6,643
|
|
|
9,174
|
|
||
Amortization of deferred financing costs and note discount
|
|
3,292
|
|
|
3,308
|
|
||
Income tax expense (benefit)
|
|
3,129
|
|
|
(31
|
)
|
||
Depreciation and accretion expense
|
|
32,973
|
|
|
31,042
|
|
||
Amortization of intangible assets
|
|
12,412
|
|
|
13,771
|
|
||
EBITDA
|
|
$
|
62,768
|
|
|
$
|
54,496
|
|
Add back:
|
|
|
|
|
||||
Loss on disposal and impairment of assets
|
|
968
|
|
|
5,420
|
|
||
Other (income) expense
(1)
|
|
(7,207
|
)
|
|
2,160
|
|
||
Noncontrolling interests
(2)
|
|
15
|
|
|
1
|
|
||
Share-based compensation expense
|
|
4,484
|
|
|
2,445
|
|
||
Restructuring expenses
(3)
|
|
—
|
|
|
2,413
|
|
||
Acquisition related expenses
(4)
|
|
—
|
|
|
1,720
|
|
||
Adjusted EBITDA
|
|
$
|
61,028
|
|
|
$
|
68,655
|
|
Less:
|
|
|
|
|
||||
Depreciation and accretion expense
(5)
|
|
32,973
|
|
|
31,041
|
|
||
Adjusted EBITA
|
|
$
|
28,055
|
|
|
$
|
37,614
|
|
(1)
|
Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.
|
(2)
|
Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.
|
(3)
|
Expenses include employee severance and other costs incurred in conjunction with a corporate reorganization and cost reduction initiative.
|
(4)
|
Expenses primarily include employee severance cost and lease termination costs related to DCPayments.
|
(5)
|
Amounts exclude a portion of the expenses incurred by one of its Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue from external customers
|
$
|
201,664
|
|
|
$
|
90,596
|
|
|
$
|
26,010
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,270
|
|
Intersegment revenues
|
2,584
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
(2,913
|
)
|
|
—
|
|
||||||
Cost of revenues
|
137,908
|
|
|
63,409
|
|
|
19,361
|
|
|
261
|
|
|
(2,856
|
)
|
|
218,083
|
|
||||||
Selling, general, and administrative expenses
|
17,266
|
|
|
10,746
|
|
|
2,241
|
|
|
13,407
|
|
|
—
|
|
|
43,660
|
|
||||||
Loss (gain) on disposal and impairment of assets
|
324
|
|
|
671
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
968
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
49,075
|
|
|
16,768
|
|
|
4,409
|
|
|
(9,184
|
)
|
|
(40
|
)
|
|
61,028
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and accretion expense
|
19,486
|
|
|
12,021
|
|
|
1,220
|
|
|
267
|
|
|
(21
|
)
|
|
32,973
|
|
||||||
Adjusted EBITA
|
29,589
|
|
|
4,746
|
|
|
3,189
|
|
|
(9,450
|
)
|
|
(19
|
)
|
|
28,055
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
(1)
|
$
|
17,575
|
|
|
$
|
10,248
|
|
|
$
|
1,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,307
|
|
|
Three Months Ended March 31, 2018
(2)
|
||||||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue from external customers
|
$
|
207,533
|
|
|
$
|
97,955
|
|
|
$
|
30,696
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,184
|
|
Intersegment revenues
|
2,346
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|
—
|
|
||||||
Cost of revenues
|
145,389
|
|
|
62,531
|
|
|
22,941
|
|
|
84
|
|
|
(2,693
|
)
|
|
228,252
|
|
||||||
Selling, general, and administrative expenses
|
15,934
|
|
|
9,859
|
|
|
2,726
|
|
|
13,331
|
|
|
(110
|
)
|
|
41,740
|
|
||||||
Restructuring expenses
|
1,057
|
|
|
681
|
|
|
—
|
|
|
675
|
|
|
—
|
|
|
2,413
|
|
||||||
Acquisition related expenses
|
(38
|
)
|
|
1,348
|
|
|
203
|
|
|
207
|
|
|
—
|
|
|
1,720
|
|
||||||
Loss (gain) on disposal and impairment of assets
|
2,022
|
|
|
3,410
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
5,420
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
48,555
|
|
|
26,054
|
|
|
5,030
|
|
|
(10,971
|
)
|
|
(13
|
)
|
|
68,655
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and accretion expense
|
16,543
|
|
|
13,236
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
|
31,042
|
|
||||||
Adjusted EBITA
|
32,012
|
|
|
12,818
|
|
|
3,767
|
|
|
(10,971
|
)
|
|
(12
|
)
|
|
37,614
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
(1)
|
$
|
5,533
|
|
|
$
|
9,400
|
|
|
$
|
1,866
|
|
|
$
|
3,940
|
|
|
$
|
—
|
|
|
$
|
20,739
|
|
(1)
|
Capital expenditures include payments made for plant, property, and equipment, exclusive license agreements, and site acquisition costs. Additionally, capital expenditure amounts for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts.
|
(2)
|
The segment information presented for the Three months ended March 31, 2018 has been revised to ensure consistency with the current allocation of certain intercompany revenues and expenses.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
North America
|
$
|
1,139,119
|
|
|
$
|
1,195,693
|
|
Europe & Africa
|
562,203
|
|
|
494,457
|
|
||
Australia & New Zealand
|
71,426
|
|
|
63,613
|
|
||
Corporate
|
29,462
|
|
|
33,581
|
|
||
Total
|
$
|
1,802,210
|
|
|
$
|
1,787,344
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231,325
|
|
|
$
|
89,802
|
|
|
$
|
(2,857
|
)
|
|
$
|
318,270
|
|
Operating costs and expenses
|
7,848
|
|
|
—
|
|
|
207,105
|
|
|
96,000
|
|
|
(2,857
|
)
|
|
308,096
|
|
||||||
(Loss) income from operations
|
(7,848
|
)
|
|
—
|
|
|
24,220
|
|
|
(6,198
|
)
|
|
—
|
|
|
10,174
|
|
||||||
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
—
|
|
|
3,139
|
|
|
9,197
|
|
|
(2,452
|
)
|
|
51
|
|
|
9,935
|
|
||||||
Equity in (earnings) loss of subsidiaries
|
(10,747
|
)
|
|
(8,180
|
)
|
|
(88
|
)
|
|
—
|
|
|
19,015
|
|
|
—
|
|
||||||
Other (income) expense
|
89
|
|
|
(28
|
)
|
|
3,049
|
|
|
(7,036
|
)
|
|
(3,281
|
)
|
|
(7,207
|
)
|
||||||
Income (loss) before income taxes
|
2,810
|
|
|
5,069
|
|
|
12,062
|
|
|
3,290
|
|
|
(15,785
|
)
|
|
7,446
|
|
||||||
Income tax (benefit) expense
|
(1,508
|
)
|
|
(716
|
)
|
|
3,819
|
|
|
1,534
|
|
|
—
|
|
|
3,129
|
|
||||||
Net income (loss)
|
4,318
|
|
|
5,785
|
|
|
8,243
|
|
|
1,756
|
|
|
(15,785
|
)
|
|
4,317
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Net income attributable to controlling interests and available to common shareholders
|
4,318
|
|
|
5,785
|
|
|
8,243
|
|
|
1,756
|
|
|
(15,783
|
)
|
|
4,319
|
|
||||||
Comprehensive (loss) income attributable to controlling interests
|
$
|
(3,284
|
)
|
|
$
|
5,788
|
|
|
$
|
(2,575
|
)
|
|
$
|
5,079
|
|
|
$
|
(8,292
|
)
|
|
$
|
(3,284
|
)
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241,469
|
|
|
$
|
97,710
|
|
|
$
|
(2,995
|
)
|
|
$
|
336,184
|
|
Operating costs and expenses
|
5,535
|
|
|
(1
|
)
|
|
217,755
|
|
|
104,064
|
|
|
(2,995
|
)
|
|
324,358
|
|
||||||
(Loss) income from operations
|
(5,535
|
)
|
|
1
|
|
|
23,714
|
|
|
(6,354
|
)
|
|
—
|
|
|
11,826
|
|
||||||
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
—
|
|
|
6,542
|
|
|
10,493
|
|
|
(4,553
|
)
|
|
—
|
|
|
12,482
|
|
||||||
Equity in (earnings) losses of subsidiaries
|
(1,780
|
)
|
|
8,078
|
|
|
14,315
|
|
|
—
|
|
|
(20,613
|
)
|
|
—
|
|
||||||
Other expense (income)
|
101
|
|
|
135
|
|
|
(3,733
|
)
|
|
(7,251
|
)
|
|
12,908
|
|
|
2,160
|
|
||||||
(Loss) income before income taxes
|
(3,856
|
)
|
|
(14,754
|
)
|
|
2,639
|
|
|
5,450
|
|
|
7,705
|
|
|
(2,816
|
)
|
||||||
Income tax (benefit) expense
|
(1,071
|
)
|
|
(1,653
|
)
|
|
170
|
|
|
2,523
|
|
|
—
|
|
|
(31
|
)
|
||||||
Net (loss) income
|
(2,785
|
)
|
|
(13,101
|
)
|
|
2,469
|
|
|
2,927
|
|
|
7,705
|
|
|
(2,785
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||
Net (loss) income attributable to controlling interests and available to common shareholders
|
(2,785
|
)
|
|
(13,100
|
)
|
|
2,468
|
|
|
2,927
|
|
|
7,722
|
|
|
(2,768
|
)
|
||||||
Comprehensive income (loss) attributable to controlling interests
|
$
|
22,200
|
|
|
$
|
(13,100
|
)
|
|
$
|
9,249
|
|
|
$
|
21,116
|
|
|
$
|
(17,246
|
)
|
|
$
|
22,219
|
|
|
As of March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
89
|
|
|
$
|
6
|
|
|
$
|
17,844
|
|
|
$
|
17,505
|
|
|
$
|
—
|
|
|
$
|
35,444
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
55,186
|
|
|
29,604
|
|
|
—
|
|
|
84,790
|
|
||||||
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
52,288
|
|
|
27,989
|
|
|
—
|
|
|
80,277
|
|
||||||
Other current assets
|
—
|
|
|
3,311
|
|
|
43,225
|
|
|
69,121
|
|
|
—
|
|
|
115,657
|
|
||||||
Total current assets
|
89
|
|
|
3,317
|
|
|
168,543
|
|
|
144,219
|
|
|
—
|
|
|
316,168
|
|
||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
318,069
|
|
|
139,998
|
|
|
—
|
|
|
458,067
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
115,317
|
|
|
24,774
|
|
|
—
|
|
|
140,091
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
568,840
|
|
|
185,244
|
|
|
—
|
|
|
754,084
|
|
||||||
Operating lease assets
|
—
|
|
|
—
|
|
|
36,655
|
|
|
45,318
|
|
|
—
|
|
|
81,973
|
|
||||||
Investments in and advances to subsidiaries
|
375,771
|
|
|
212,660
|
|
|
217,776
|
|
|
—
|
|
|
(806,207
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
10,324
|
|
|
218,177
|
|
|
185,961
|
|
|
366,915
|
|
|
(781,377
|
)
|
|
—
|
|
||||||
Deferred tax asset, net
|
377
|
|
|
—
|
|
|
(1,743
|
)
|
|
11,677
|
|
|
—
|
|
|
10,311
|
|
||||||
Prepaid expenses, deferred costs, and other noncurrent assets
|
—
|
|
|
7,039
|
|
|
23,099
|
|
|
11,378
|
|
|
—
|
|
|
41,516
|
|
||||||
Total assets
|
$
|
386,561
|
|
|
$
|
441,193
|
|
|
$
|
1,632,517
|
|
|
$
|
929,523
|
|
|
$
|
(1,587,584
|
)
|
|
$
|
1,802,210
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of other long-term liabilities
|
$
|
—
|
|
|
$
|
490
|
|
|
$
|
20,395
|
|
|
$
|
29,607
|
|
|
$
|
—
|
|
|
$
|
50,492
|
|
Accounts payable and accrued liabilities
|
317
|
|
|
958
|
|
|
239,863
|
|
|
116,599
|
|
|
—
|
|
|
357,737
|
|
||||||
Total current liabilities
|
317
|
|
|
1,448
|
|
|
260,258
|
|
|
146,206
|
|
|
—
|
|
|
408,229
|
|
||||||
Long-term debt
|
—
|
|
|
266,492
|
|
|
333,908
|
|
|
202,319
|
|
|
—
|
|
|
802,719
|
|
||||||
Intercompany payable
|
10,415
|
|
|
69,651
|
|
|
587,042
|
|
|
117,443
|
|
|
(784,551
|
)
|
|
—
|
|
||||||
Asset retirement obligations
|
—
|
|
|
—
|
|
|
27,928
|
|
|
27,018
|
|
|
—
|
|
|
54,946
|
|
||||||
Operating lease liabilities
|
—
|
|
|
—
|
|
|
43,436
|
|
|
29,046
|
|
|
—
|
|
|
72,482
|
|
||||||
Deferred tax liability, net
|
—
|
|
|
—
|
|
|
38,269
|
|
|
1,361
|
|
|
—
|
|
|
39,630
|
|
||||||
Other long-term liabilities
|
—
|
|
|
5,403
|
|
|
20,100
|
|
|
22,872
|
|
|
—
|
|
|
48,375
|
|
||||||
Total liabilities
|
10,732
|
|
|
342,994
|
|
|
1,310,941
|
|
|
546,265
|
|
|
(784,551
|
)
|
|
1,426,381
|
|
||||||
Shareholders' equity
|
375,829
|
|
|
98,199
|
|
|
321,576
|
|
|
383,258
|
|
|
(803,033
|
)
|
|
375,829
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
386,561
|
|
|
$
|
441,193
|
|
|
$
|
1,632,517
|
|
|
$
|
929,523
|
|
|
$
|
(1,587,584
|
)
|
|
$
|
1,802,210
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
89
|
|
|
$
|
6
|
|
|
$
|
25,200
|
|
|
$
|
14,645
|
|
|
$
|
—
|
|
|
$
|
39,940
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
47,032
|
|
|
28,611
|
|
|
—
|
|
|
75,643
|
|
||||||
Restricted Cash
|
—
|
|
|
—
|
|
|
139,890
|
|
|
15,580
|
|
|
—
|
|
|
155,470
|
|
||||||
Other current assets
|
1
|
|
|
4,374
|
|
|
38,227
|
|
|
53,186
|
|
|
(10
|
)
|
|
95,778
|
|
||||||
Total current assets
|
90
|
|
|
4,380
|
|
|
250,349
|
|
|
112,022
|
|
|
(10
|
)
|
|
366,831
|
|
||||||
Property and equipment, net
|
—
|
|
|
—
|
|
|
318,937
|
|
|
141,250
|
|
|
—
|
|
|
460,187
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
122,596
|
|
|
28,251
|
|
|
—
|
|
|
150,847
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
566,655
|
|
|
182,489
|
|
|
—
|
|
|
749,144
|
|
||||||
Investments in and advances to subsidiaries
|
375,535
|
|
|
410,955
|
|
|
228,286
|
|
|
19,226
|
|
|
(1,034,002
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
7,412
|
|
|
211,359
|
|
|
149,537
|
|
|
358,610
|
|
|
(726,918
|
)
|
|
—
|
|
||||||
Deferred tax asset, net
|
342
|
|
|
—
|
|
|
(1,688
|
)
|
|
10,004
|
|
|
—
|
|
|
8,658
|
|
||||||
Prepaid expenses, deferred costs, and other noncurrent assets
|
—
|
|
|
10,957
|
|
|
24,314
|
|
|
16,406
|
|
|
—
|
|
|
51,677
|
|
||||||
Total assets
|
$
|
383,379
|
|
|
$
|
637,651
|
|
|
$
|
1,658,986
|
|
|
$
|
868,258
|
|
|
$
|
(1,760,930
|
)
|
|
$
|
1,787,344
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,654
|
|
|
$
|
3,624
|
|
|
$
|
(12
|
)
|
|
$
|
20,266
|
|
Accounts payable and accrued liabilities
|
642
|
|
|
240
|
|
|
315,508
|
|
|
92,147
|
|
|
(67
|
)
|
|
408,470
|
|
||||||
Total current liabilities
|
642
|
|
|
240
|
|
|
332,162
|
|
|
95,771
|
|
|
(79
|
)
|
|
428,736
|
|
||||||
Long-term debt
|
—
|
|
|
263,507
|
|
|
351,292
|
|
|
203,686
|
|
|
—
|
|
|
818,485
|
|
||||||
Intercompany payable
|
5,964
|
|
|
69,711
|
|
|
557,201
|
|
|
97,285
|
|
|
(730,161
|
)
|
|
—
|
|
||||||
Asset retirement obligations
|
—
|
|
|
—
|
|
|
27,577
|
|
|
26,836
|
|
|
—
|
|
|
54,413
|
|
||||||
Deferred tax liability, net
|
—
|
|
|
—
|
|
|
39,522
|
|
|
1,676
|
|
|
—
|
|
|
41,198
|
|
||||||
Other long-term liabilities
|
—
|
|
|
2,620
|
|
|
25,998
|
|
|
39,122
|
|
|
—
|
|
|
67,740
|
|
||||||
Total liabilities
|
6,606
|
|
|
336,078
|
|
|
1,333,752
|
|
|
464,376
|
|
|
(730,240
|
)
|
|
1,410,572
|
|
||||||
Shareholders' equity
|
376,773
|
|
|
301,573
|
|
|
325,234
|
|
|
403,882
|
|
|
(1,030,690
|
)
|
|
376,772
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
383,379
|
|
|
$
|
637,651
|
|
|
$
|
1,658,986
|
|
|
$
|
868,258
|
|
|
$
|
(1,760,930
|
)
|
|
$
|
1,787,344
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,041
|
|
|
$
|
6,265
|
|
|
$
|
(62,336
|
)
|
|
$
|
33,225
|
|
|
$
|
—
|
|
|
$
|
(21,805
|
)
|
Additions to property and equipment
|
—
|
|
|
—
|
|
|
(21,431
|
)
|
|
(7,876
|
)
|
|
—
|
|
|
(29,307
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(21,431
|
)
|
|
(7,876
|
)
|
|
—
|
|
|
(29,307
|
)
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
70,700
|
|
|
5,531
|
|
|
44,687
|
|
|
—
|
|
|
120,918
|
|
||||||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
(70,700
|
)
|
|
(23,000
|
)
|
|
(50,766
|
)
|
|
—
|
|
|
(144,466
|
)
|
||||||
Intercompany financing
|
739
|
|
|
(6,265
|
)
|
|
8,526
|
|
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax payments related to share-based compensation
|
(1,781
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,781
|
)
|
||||||
Proceeds from exercises of stock options
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Net cash (used in) provided by financing activities
|
(1,040
|
)
|
|
(6,265
|
)
|
|
(8,943
|
)
|
|
(9,079
|
)
|
|
—
|
|
|
(25,327
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
651
|
|
|
612
|
|
|
—
|
|
|
1,263
|
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(92,059
|
)
|
|
16,883
|
|
|
—
|
|
|
(75,176
|
)
|
||||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
89
|
|
|
7
|
|
|
165,088
|
|
|
30,226
|
|
|
—
|
|
|
195,410
|
|
||||||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
89
|
|
|
$
|
7
|
|
|
$
|
73,029
|
|
|
$
|
47,109
|
|
|
$
|
—
|
|
|
$
|
120,234
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuer
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net cash provided by operating activities
|
$
|
2,379
|
|
|
$
|
301
|
|
|
$
|
56,682
|
|
|
$
|
(9,929
|
)
|
|
$
|
—
|
|
|
$
|
49,433
|
|
Additions to property and equipment
|
—
|
|
|
—
|
|
|
(13,203
|
)
|
|
(7,536
|
)
|
|
—
|
|
|
(20,739
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(13,203
|
)
|
|
(7,536
|
)
|
|
—
|
|
|
(20,739
|
)
|
||||||
Proceeds from borrowing under revolving credit facility
|
—
|
|
|
87,100
|
|
|
7,370
|
|
|
49,032
|
|
|
—
|
|
|
143,502
|
|
||||||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
(87,400
|
)
|
|
(10,327
|
)
|
|
(52,791
|
)
|
|
—
|
|
|
(150,518
|
)
|
||||||
Intercompany financing
|
—
|
|
|
—
|
|
|
(2,676
|
)
|
|
2,676
|
|
|
—
|
|
|
—
|
|
||||||
Tax payments related to share-based compensation
|
(2,379
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,379
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(2,379
|
)
|
|
(300
|
)
|
|
(5,633
|
)
|
|
(1,083
|
)
|
|
—
|
|
|
(9,395
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(461
|
)
|
|
1,145
|
|
|
—
|
|
|
684
|
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
—
|
|
|
1
|
|
|
37,385
|
|
|
(17,403
|
)
|
|
—
|
|
|
19,983
|
|
||||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
89
|
|
|
6
|
|
|
51,498
|
|
|
48,224
|
|
|
—
|
|
|
99,817
|
|
||||||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
89
|
|
|
$
|
7
|
|
|
$
|
88,883
|
|
|
$
|
30,821
|
|
|
$
|
—
|
|
|
$
|
119,800
|
|
•
|
the Company’s financial outlook and the financial outlook of the automated teller machines and multi-function financial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates near historical patterns;
|
•
|
the Company’s ability to respond to recent and future network and regulatory changes;
|
•
|
the Company’s ability to renew its existing merchant relationships on comparable or improved economic terms and add new merchants;
|
•
|
changes in interest rates and foreign currency rates;
|
•
|
the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;
|
•
|
the Company’s ability to manage concentration risks with and changes in the mix of key customers, merchants, vendors, and service providers;
|
•
|
the Company’s ability to prevent thefts of cash and maintain adequate insurance;
|
•
|
the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent cyber incidents, data breaches or losses, or other business disruptions;
|
•
|
the Company’s ability to respond to changes implemented by networks and how they determine interchange, 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 provide new ATM solutions to retailers and financial institutions including the demand for any such new ATM solutions as well as its ability to place additional banks’ brands on ATMs currently deployed;
|
•
|
the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers and its ability to continue to secure vault cash rental agreements in the future and once secured, on reasonable economic terms;
|
•
|
the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;
|
•
|
the Company’s ability to renew its existing third-party service provider relationships on comparable or improved economic terms;
|
•
|
the Company’s ability to successfully implement and evolve its corporate strategy;
|
•
|
the Company’s ability to compete successfully with new and existing competitors;
|
•
|
the Company’s ability to meet the service levels required by its service level agreements with its customers;
|
•
|
the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transport business;
|
•
|
the Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or joint ventures;
|
•
|
the impact of changes in laws, including tax laws, that could adversely affect the Company’s business and profitability;
|
•
|
the impact of, or uncertainty related to, the U.K.’s planned exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, human, and regulatory regime and macro-economic environment to which it will be subject to as a U.K. company;
|
•
|
the Company’s ability to 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 2018 Form 10-K.
|
•
|
increasing the number of deployed ATMs with existing and new merchant relationships;
|
•
|
expanding our relationships with leading financial institutions;
|
•
|
working with non-traditional financial institutions 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.
|
•
|
United Kingdom
. The U.K. is the largest ATM market in Europe. According to LINK (which connects the ATM networks of all the U.K. ATM operators), approximately 63,000 ATMs were deployed in the U.K. as of December 2018, of which approximately 60% were operated by non-banks (inclusive of our nearly
18,000
ATMs). Electronic payment alternatives have gained popularity in the U.K. and we have seen both the number of ATM deployments and withdrawals slow in recent years. In January 2017, we expanded our operations in the U.K. through our acquisition of DCPayments. In light of recent changes to the LINK interchange rate that includes a 5% decrease that came into effect on July 1, 2018 and a second additional 5% decrease in the LINK interchange rate that came into effect on January 1, 2019, we have changed certain of our ATMs to pay-to-use, whereby we no longer receive interchange from customers' banks, but instead, the customer now pays us a convenience fee. We have also removed certain ATMs from service and have taken other measures to mitigate the impact of the LINK interchange reduction. For additional information, see
Decrease in interchange rates
below. We believe there are emerging opportunities with financial institutions in this market to outsource certain components of their ATM operations and we are actively working to grow our offerings for such services.
|
•
|
Germany
. There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations. The top four independent ATM deployers account for less than 10% of the market as of December 31, 2018. Cardtronics entered the German market in August 2013 through the acquisition of Cardpoint. Cardtronics is presently the largest independent ATM deployer in Germany with approximately
1,600
ATMs. The German ATM market is highly fragmented and may be under-deployed, based on its population’s high use of cash relative to other markets in which we operate, such as the U.S. and the U.K. As a result, this fragmented and potentially under-deployed ATM market is attractive to us and we believe there are a number of opportunities for growth in this market. We have recently expanded our ATM count in this market by adding new ATMs with new retail partners. Additionally, we have now partnered with Postbank to provide free-to-use access to their customers at our ATMs.
|
•
|
Canada
. We entered the Canadian market in October 2011, and in January 2017, we significantly expanded our operations in Canada through our acquisition of DCPayments. We expect to continue to grow our number of ATM locations in this market. We currently operate approximately
11,000
ATMs in this market and estimate that there are currently approximately 70,000 ATMs in total in the Canadian market. Our recent organic growth in this market has been primarily through a combination of new merchant and financial institution partners. As we continue to expand our footprint in Canada, we plan to seek additional partnerships with financial institutions to implement bank-branding and other financial services, similar to our bank-branding and surcharge-free strategy in the U.S.
|
•
|
Mexico
. There are approximately 50,000 ATMs operating in Mexico, most of which are owned by national and regional financial institutions. We currently operate approximately
1,000
ATMs in Mexico and plan to selectively pursue growth opportunities with retailers and financial institutions in the region.
|
•
|
Spain.
In October 2016, we launched our business in Spain, joining a top Spain ATM network and signing agreements to provide ATMs at multiple retail chains. Spain’s market has approximately 51,000 ATMs, of which we currently operate a very small portion. We plan to continue to grow in this market through additional merchant and financial institution relationships.
|
•
|
Australia and New Zealand
. In January 2017, in connection with our acquisition of DCPayments, we expanded operations into Australia and New Zealand. The Australia and New Zealand ATM market has contracted recently responsive to the
|
•
|
South Africa
. In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa. Spark is a leading independent ATM operator in South Africa, and we have recently grown in this market by expanding the number of ATMs we operate. We expect to continue to grow in this market with retailers and financial institutions. We operate approximately
3,600
ATMs in South Africa and estimate that this market has approximately 34,000 ATMs in total.
|
•
|
Foreign currency exchange rates
. Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year fluctuation of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by approximately
$11.2 million
or
3.5%
during the three months ended
March 31, 2019
.
|
•
|
7-Eleven ATM removal.
The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and all ATM operations in the U.S. were transitioned to the new service provider by the end of February 2018. 7-Eleven in the U.S accounted for $5.4 million, or less than 2% of total revenues during the three months ended March 31, 2018.
|
|
Three months ended March 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
(In thousands, excluding percentages)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
ATM operating revenues
|
$
|
302,602
|
|
|
95.1
|
%
|
|
$
|
319,731
|
|
|
95.1
|
%
|
ATM product sales and other revenues
|
15,668
|
|
|
4.9
|
|
|
16,453
|
|
|
4.9
|
|
||
Total revenues
|
318,270
|
|
|
100.0
|
|
|
336,184
|
|
|
100.0
|
|
||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||
Cost of ATM operating revenues
(1)
|
206,158
|
|
|
64.8
|
|
|
215,490
|
|
|
64.1
|
|
||
Cost of ATM product sales and other revenues
|
11,925
|
|
|
3.7
|
|
|
12,762
|
|
|
3.8
|
|
||
Total cost of revenues
|
218,083
|
|
|
68.5
|
|
|
228,252
|
|
|
67.9
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
(2)
|
43,660
|
|
|
13.7
|
|
|
41,740
|
|
|
12.4
|
|
||
Restructuring expenses
|
—
|
|
|
—
|
|
|
2,413
|
|
|
0.7
|
|
||
Acquisition related expenses
|
—
|
|
|
—
|
|
|
1,720
|
|
|
0.5
|
|
||
Depreciation and accretion expense
|
32,973
|
|
|
10.4
|
|
|
31,042
|
|
|
9.2
|
|
||
Amortization of intangible assets
|
12,412
|
|
|
3.9
|
|
|
13,771
|
|
|
4.1
|
|
||
Loss on disposal and impairment of assets
|
968
|
|
|
0.3
|
|
|
5,420
|
|
|
1.6
|
|
||
Total operating expenses
|
90,013
|
|
|
28.3
|
|
|
96,106
|
|
|
28.6
|
|
||
Income from operations
|
10,174
|
|
|
3.2
|
|
|
11,826
|
|
|
3.5
|
|
||
Other expenses:
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
6,643
|
|
|
2.1
|
|
|
9,174
|
|
|
2.7
|
|
||
Amortization of deferred financing costs and note discount
|
3,292
|
|
|
1.0
|
|
|
3,308
|
|
|
1.0
|
|
||
Other (income) expense
|
(7,207
|
)
|
|
(2.3
|
)
|
|
2,160
|
|
|
0.6
|
|
||
Total other expenses
|
2,728
|
|
|
0.9
|
|
|
14,642
|
|
|
4.4
|
|
||
Income (loss) before income taxes
|
7,446
|
|
|
2.3
|
|
|
(2,816
|
)
|
|
(0.8
|
)
|
||
Income tax expense (benefit)
|
3,129
|
|
|
1.0
|
|
|
(31
|
)
|
|
—
|
|
||
Net income (loss)
|
4,317
|
|
|
1.4
|
|
|
(2,785
|
)
|
|
(0.8
|
)
|
||
Net loss attributable to noncontrolling interests
|
(2
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||
Net income (loss) attributable to controlling interests and available to common shareholders
|
$
|
4,319
|
|
|
1.4
|
%
|
|
$
|
(2,768
|
)
|
|
(0.8
|
)%
|
(1)
|
Excludes effects of depreciation, accretion, and amortization of intangible assets of
$37.0 million
and
$37.1 million
for the three months ended
March 31, 2019
and
2018
, respectively. See
Item 1. Financial Statements,
Note 1. General and Basis of Presentation – (c) 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
11.6%
and
11.0%
for the three months ended
March 31, 2019
and
2018
, respectively.
|
(2)
|
Includes share-based compensation expense of
$4.2 million
and
$2.4 million
for the three months ended
March 31, 2019
and
2018
, respectively
.
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2019
|
|
% Change
|
|
2018
|
|||||
Average number of transacting ATMs:
|
|
|
|
|
|
|
|||||
North America
|
|
43,240
|
|
|
(5.4
|
)%
|
|
45,726
|
|
||
Europe & Africa
|
|
23,755
|
|
|
(6.1
|
)
|
|
25,291
|
|
||
Australia & New Zealand
|
|
7,936
|
|
|
(3.8
|
)
|
|
8,249
|
|
||
Total Company-owned
|
|
74,931
|
|
|
(5.5
|
)
|
|
79,266
|
|
||
North America
|
|
13,718
|
|
|
(3.7
|
)
|
|
14,238
|
|
||
Europe & Africa
|
|
225
|
|
|
(25.0
|
)
|
|
300
|
|
||
Australia & New Zealand
|
|
103
|
|
|
—
|
|
|
103
|
|
||
Total Merchant-owned
|
|
14,046
|
|
|
(4.1
|
)
|
|
14,641
|
|
||
Average number of transacting ATMs – ATM operations
|
|
88,977
|
|
|
(5.2
|
)
|
|
93,907
|
|
||
|
|
|
|
|
|
|
|||||
Managed Services and Processing:
|
|
|
|
|
|
|
|
|
|
||
North America
|
|
136,725
|
|
|
3.1
|
|
|
132,571
|
|
||
Australia & New Zealand
|
|
1,483
|
|
|
(26.4
|
)
|
|
2,014
|
|
||
Average number of transacting ATMs – Managed services and processing
|
|
138,208
|
|
|
2.7
|
|
|
134,585
|
|
||
|
|
|
|
|
|
|
|||||
Total average number of transacting ATMs
|
|
227,185
|
|
|
(0.6
|
)
|
|
228,492
|
|
||
|
|
|
|
|
|
|
|||||
Total transactions (in thousands):
|
|
|
|
|
|
|
|
|
|
||
ATM operations
|
|
304,860
|
|
|
(5.0
|
)
|
|
320,956
|
|
||
Managed services and processing, net
|
|
278,056
|
|
|
2.1
|
|
|
272,470
|
|
||
Total transactions
|
|
582,916
|
|
|
(1.8
|
)
|
|
593,426
|
|
||
|
|
|
|
|
|
|
|||||
Total cash withdrawal transactions (in thousands):
|
|
|
|
|
|
|
|
||||
ATM operations
|
|
201,012
|
|
|
(2.3
|
)
|
|
205,833
|
|
||
|
|
|
|
|
|
|
|||||
Per ATM per month amounts (excludes managed services and processing):
|
|
|
|
|
|
|
|
||||
Cash withdrawal transactions
|
|
753
|
|
|
3.0
|
|
|
731
|
|
||
|
|
|
|
|
|
|
|||||
ATM operating revenues
(1)
|
|
$
|
1,056
|
|
|
1.0
|
%
|
|
$
|
1,046
|
|
Cost of ATM operating revenues
(1) (2)
|
|
732
|
|
|
0.8
|
|
|
726
|
|
||
ATM adjusted operating gross profit
(1) (2)
|
|
$
|
324
|
|
|
1.3
|
%
|
|
$
|
320
|
|
|
|
|
|
|
|
|
|||||
ATM adjusted operating gross profit margin
|
|
30.7
|
%
|
|
|
|
30.6
|
%
|
(1)
|
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.
|
(2)
|
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 1. Financial Statements,
Note 1. General and Basis of Presentation – (c) Cost of ATM Operating Revenues Presentation
.
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
North America
|
|
|
|
|
|
|||||
ATM operating revenues
|
$
|
191,046
|
|
|
$
|
195,747
|
|
|
(2.4
|
)%
|
ATM product sales and other revenues
|
13,202
|
|
|
14,132
|
|
|
(6.6
|
)
|
||
North America total revenues
|
204,248
|
|
|
209,879
|
|
|
(2.7
|
)
|
||
Europe & Africa
|
|
|
|
|
|
|||||
ATM operating revenues
|
88,678
|
|
|
96,182
|
|
|
(7.8
|
)
|
||
ATM product sales and other revenues
|
2,247
|
|
|
2,263
|
|
|
(0.7
|
)
|
||
Europe & Africa total revenues
|
90,925
|
|
|
98,445
|
|
|
(7.6
|
)
|
||
Australia & New Zealand
|
|
|
|
|
|
|||||
ATM operating revenues
|
25,791
|
|
|
30,638
|
|
|
(15.8
|
)
|
||
ATM product sales and other revenues
|
219
|
|
|
58
|
|
|
277.6
|
|
||
Australia & New Zealand total revenues
|
26,010
|
|
|
30,696
|
|
|
(15.3
|
)
|
||
|
|
|
|
|
|
|||||
Eliminations
|
(2,913
|
)
|
|
(2,836
|
)
|
|
2.7
|
|
||
|
|
|
|
|
|
|||||
Total ATM operating revenues
|
302,602
|
|
|
319,731
|
|
|
(5.4
|
)
|
||
Total ATM product sales and other revenues
|
15,668
|
|
|
16,453
|
|
|
(4.8
|
)
|
||
Total revenues
|
$
|
318,270
|
|
|
$
|
336,184
|
|
|
(5.3
|
)%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(In thousands, excluding percentages)
|
|||||||||||||
North America
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
$
|
85,110
|
|
|
$
|
89,115
|
|
|
$
|
(4,005
|
)
|
|
(4.5
|
)%
|
Interchange revenues
|
34,379
|
|
|
35,819
|
|
|
(1,440
|
)
|
|
(4.0
|
)
|
|||
Bank-branding and surcharge-free network revenues
|
45,873
|
|
|
44,447
|
|
|
1,426
|
|
|
3.2
|
|
|||
Managed services revenues
|
12,396
|
|
|
12,553
|
|
|
(157
|
)
|
|
(1.3
|
)
|
|||
Other revenues
|
13,288
|
|
|
13,813
|
|
|
(525
|
)
|
|
(3.8
|
)
|
|||
North America total ATM operating revenues
|
191,046
|
|
|
195,747
|
|
|
(4,701
|
)
|
|
(2.4
|
)
|
|||
Europe & Africa
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
31,045
|
|
|
26,169
|
|
|
4,876
|
|
|
18.6
|
|
|||
Interchange revenues
|
55,308
|
|
|
67,458
|
|
|
(12,150
|
)
|
|
(18.0
|
)
|
|||
Other revenues
|
2,325
|
|
|
2,555
|
|
|
(230
|
)
|
|
(9.0
|
)
|
|||
Europe & Africa total ATM operating revenues
|
88,678
|
|
|
96,182
|
|
|
(7,504
|
)
|
|
(7.8
|
)
|
|||
Australia & New Zealand
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
20,668
|
|
|
24,070
|
|
|
(3,402
|
)
|
|
(14.1
|
)
|
|||
Interchange revenues
|
1,303
|
|
|
1,126
|
|
|
177
|
|
|
15.7
|
|
|||
Managed services revenues
|
2,711
|
|
|
4,179
|
|
|
(1,468
|
)
|
|
(35.1
|
)
|
|||
Other revenues
|
1,109
|
|
|
1,263
|
|
|
(154
|
)
|
|
(12.2
|
)
|
|||
Australia & New Zealand total ATM operating revenues
|
25,791
|
|
|
30,638
|
|
|
(4,847
|
)
|
|
(15.8
|
)
|
|||
Eliminations
|
(2,913
|
)
|
|
(2,836
|
)
|
|
(77
|
)
|
|
2.7
|
|
|||
Total ATM operating revenues
|
$
|
302,602
|
|
|
$
|
319,731
|
|
|
$
|
(17,129
|
)
|
|
(5.4
|
)%
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
||||||||||
North America
|
|
|
|
|
|
|
|||||
Cost of ATM operating revenues
|
|
$
|
127,150
|
|
|
$
|
133,867
|
|
|
(5.0
|
)%
|
Cost of ATM product sales and other revenues
|
|
10,758
|
|
|
11,522
|
|
|
(6.6
|
)
|
||
North America total cost of revenue
|
|
137,908
|
|
|
145,389
|
|
|
(5.1
|
)
|
||
Europe & Africa
|
|
|
|
|
|
|
|||||
Cost of ATM operating revenues
|
|
62,553
|
|
|
61,635
|
|
|
1.5
|
|
||
Cost of ATM product sales and other revenues
|
|
856
|
|
|
896
|
|
|
(4.6
|
)
|
||
Europe & Africa total cost of revenues
|
|
63,409
|
|
|
62,531
|
|
|
1.4
|
|
||
Australia & New Zealand
|
|
|
|
|
|
|
|||||
Cost of ATM operating revenues
|
|
19,050
|
|
|
22,597
|
|
|
(15.7
|
)
|
||
Cost of ATM product sales and other revenues
|
|
311
|
|
|
344
|
|
|
(9.6
|
)
|
||
Australia & New Zealand total cost of revenues
|
|
19,361
|
|
|
22,941
|
|
|
(15.6
|
)
|
||
Corporate total cost of revenues
|
|
261
|
|
|
84
|
|
|
210.7
|
|
||
|
|
|
|
|
|
|
|||||
Eliminations
|
|
(2,856
|
)
|
|
(2,693
|
)
|
|
6.1
|
|
||
|
|
|
|
|
|
|
|||||
Cost of ATM operating revenues
|
|
206,158
|
|
|
215,490
|
|
|
(4.3
|
)
|
||
Cost of ATM product sales and other revenues
|
|
11,925
|
|
|
12,762
|
|
|
(6.6
|
)
|
||
Total cost of revenues
|
|
$
|
218,083
|
|
|
$
|
228,252
|
|
|
(4.5
|
)%
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(In thousands, excluding percentages)
|
|||||||||||||
North America
|
|
|
|
|
|
|
|
|||||||
Merchant commissions
|
$
|
62,250
|
|
|
$
|
66,583
|
|
|
$
|
(4,333
|
)
|
|
(6.5
|
)%
|
Vault cash rental
|
12,239
|
|
|
12,482
|
|
|
(243
|
)
|
|
(1.9
|
)
|
|||
Other costs of cash
|
15,616
|
|
|
16,098
|
|
|
(482
|
)
|
|
(3.0
|
)
|
|||
Repairs and maintenance
|
12,453
|
|
|
10,758
|
|
|
1,695
|
|
|
15.8
|
|
|||
Communications
|
3,718
|
|
|
4,158
|
|
|
(440
|
)
|
|
(10.6
|
)
|
|||
Transaction processing
|
1,410
|
|
|
1,599
|
|
|
(189
|
)
|
|
(11.8
|
)
|
|||
Employee costs
|
7,574
|
|
|
8,870
|
|
|
(1,296
|
)
|
|
(14.6
|
)
|
|||
Other expenses
|
11,890
|
|
|
13,319
|
|
|
(1,429
|
)
|
|
(10.7
|
)
|
|||
North America total cost of ATM operating revenues
|
127,150
|
|
|
133,867
|
|
|
(6,717
|
)
|
|
(5.0
|
)
|
|||
Europe & Africa
|
|
|
|
|
|
|
|
|
||||||
Merchant commissions
|
23,428
|
|
|
25,767
|
|
|
(2,339
|
)
|
|
(9.1
|
)
|
|||
Vault cash rental
|
3,599
|
|
|
3,418
|
|
|
181
|
|
|
5.3
|
|
|||
Other costs of cash
|
5,881
|
|
|
6,613
|
|
|
(732
|
)
|
|
(11.1
|
)
|
|||
Repairs and maintenance
|
4,106
|
|
|
4,020
|
|
|
86
|
|
|
2.1
|
|
|||
Communications
|
2,975
|
|
|
3,396
|
|
|
(421
|
)
|
|
(12.4
|
)
|
|||
Transaction processing
|
5,452
|
|
|
5,128
|
|
|
324
|
|
|
6.3
|
|
|||
Employee costs
|
10,990
|
|
|
11,132
|
|
|
(142
|
)
|
|
(1.3
|
)
|
|||
Other expenses
|
6,122
|
|
|
2,161
|
|
|
3,961
|
|
|
183.3
|
|
|||
Europe & Africa total cost of ATM operating revenues
|
62,553
|
|
|
61,635
|
|
|
918
|
|
|
1.5
|
|
|||
Australia & New Zealand
|
|
|
|
|
|
|
|
|
||||||
Merchant commissions
|
10,242
|
|
|
12,628
|
|
|
(2,386
|
)
|
|
(18.9
|
)
|
|||
Vault cash rental
|
2,029
|
|
|
2,268
|
|
|
(239
|
)
|
|
(10.5
|
)
|
|||
Other costs of cash
|
1,812
|
|
|
1,940
|
|
|
(128
|
)
|
|
(6.6
|
)
|
|||
Repairs and maintenance
|
1,991
|
|
|
2,500
|
|
|
(509
|
)
|
|
(20.4
|
)
|
|||
Communications
|
752
|
|
|
997
|
|
|
(245
|
)
|
|
(24.6
|
)
|
|||
Transaction processing
|
514
|
|
|
677
|
|
|
(163
|
)
|
|
(24.1
|
)
|
|||
Employee costs
|
1,209
|
|
|
1,333
|
|
|
(124
|
)
|
|
(9.3
|
)
|
|||
Other expenses
|
501
|
|
|
254
|
|
|
247
|
|
|
97.2
|
|
|||
Australia & New Zealand total cost of ATM operating revenues
|
19,050
|
|
|
22,597
|
|
|
(3,547
|
)
|
|
(15.7
|
)
|
|||
Corporate
|
261
|
|
|
84
|
|
|
177
|
|
|
210.7
|
|
|||
Eliminations
|
(2,856
|
)
|
|
(2,693
|
)
|
|
(163
|
)
|
|
6.1
|
|
|||
Total cost of ATM operating revenues
|
$
|
206,158
|
|
|
$
|
215,490
|
|
|
$
|
(9,332
|
)
|
|
(4.3
|
)%
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Selling, general, and administrative expenses
|
$
|
39,437
|
|
|
$
|
39,378
|
|
|
0.1
|
%
|
Share-based compensation expense
|
4,223
|
|
|
2,362
|
|
|
78.8
|
|
||
Total selling, general, and administrative expenses
|
$
|
43,660
|
|
|
$
|
41,740
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|||||
Percentage of total revenues:
|
|
|
|
|
|
|||||
Selling, general, and administrative expenses
|
12.4
|
%
|
|
11.7
|
%
|
|
|
|||
Share-based compensation expense
|
1.3
|
|
|
0.7
|
|
|
|
|||
Total selling, general, and administrative expenses
|
13.7
|
%
|
|
12.4
|
%
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Depreciation and accretion expense
|
$
|
32,973
|
|
|
$
|
31,042
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
10.4
|
%
|
|
9.2
|
%
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Amortization of intangible assets
|
$
|
12,412
|
|
|
$
|
13,771
|
|
|
(9.9
|
)%
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
3.9
|
%
|
|
4.1
|
%
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Loss on disposal and impairment of assets
|
$
|
968
|
|
|
$
|
5,420
|
|
|
(82.1
|
)%
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
0.3
|
%
|
|
1.6
|
%
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Interest expense, net
|
$
|
6,643
|
|
|
$
|
9,174
|
|
|
(27.6
|
)%
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
2.1
|
%
|
|
2.7
|
%
|
|
|
|
Three Months Ended March 31,
|
||||||||
|
2019
|
|
2018
|
|
% Change
|
||||
|
(In thousands, excluding percentages)
|
||||||||
Income tax expense (benefit)
|
$
|
3,129
|
|
|
$
|
(31
|
)
|
|
n/m
|
|
|
|
|
|
|
||||
Effective tax rate
|
42.0
|
%
|
|
1.1
|
%
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net income (loss) attributable to controlling interests and available to common shareholders
|
|
$
|
4,319
|
|
|
$
|
(2,768
|
)
|
Adjustments:
|
|
|
|
|
||||
Interest expense, net
|
|
6,643
|
|
|
9,174
|
|
||
Amortization of deferred financing costs and note discount
|
|
3,292
|
|
|
3,308
|
|
||
Income tax expense (benefit)
|
|
3,129
|
|
|
(31
|
)
|
||
Depreciation and accretion expense
|
|
32,973
|
|
|
31,042
|
|
||
Amortization of intangible assets
|
|
12,412
|
|
|
13,771
|
|
||
EBITDA
|
|
$
|
62,768
|
|
|
$
|
54,496
|
|
|
|
|
|
|
||||
Add back:
|
|
|
|
|
|
|
||
Loss on disposal and impairment of assets
|
|
968
|
|
|
5,420
|
|
||
Other (income) expense
(1)
|
|
(7,207
|
)
|
|
2,160
|
|
||
Noncontrolling interests
(2)
|
|
15
|
|
|
1
|
|
||
Share-based compensation expense
|
|
4,484
|
|
|
2,445
|
|
||
Restructuring expenses
(3)
|
|
—
|
|
|
2,413
|
|
||
Acquisition related expenses
(4)
|
|
—
|
|
|
1,720
|
|
||
Adjusted EBITDA
|
|
$
|
61,028
|
|
|
$
|
68,655
|
|
Less:
|
|
|
|
|
|
|
||
Depreciation and accretion expense
(5)
|
|
32,973
|
|
|
31,041
|
|
||
Adjusted EBITA
|
|
$
|
28,055
|
|
|
$
|
37,614
|
|
Less:
|
|
|
|
|
||||
Interest expense, net
|
|
6,643
|
|
|
9,174
|
|
||
Adjusted pre-tax income
|
|
21,412
|
|
|
28,440
|
|
||
Income tax expense
(6)
|
|
5,181
|
|
|
7,338
|
|
||
Adjusted Net Income
|
|
$
|
16,231
|
|
|
$
|
21,102
|
|
|
|
|
|
|
||||
Adjusted Net Income per share – basic
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
Adjusted Net Income per share – diluted
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic
|
|
46,223,764
|
|
|
45,833,070
|
|
||
Weighted average shares outstanding – diluted
(7)
|
|
46,635,033
|
|
|
46,332,629
|
|
(1)
|
Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.
|
(2)
|
Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.
|
(3)
|
Expenses include employee severance and other costs incurred in conjunction with a corporate reorganization and cost reduction initiative.
|
(4)
|
Expenses primarily include employee severance cost and lease termination costs related to DCPayments.
|
(5)
|
Amounts exclude a portion of the expenses incurred by one of its Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.
|
(6)
|
For the three months ended
March 31, 2019
and
2018
, the non-GAAP tax rate used to calculate Adjusted Net Income was
24.2
% and 25.8%, respectively, which represents the Company’s GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income.
|
(7)
|
Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive GAAP Net Income.
|
Consolidated revenue:
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency
Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
ATM operating revenues
|
$
|
302,602
|
|
|
$
|
10,914
|
|
|
$
|
313,516
|
|
|
$
|
319,731
|
|
|
(5.4
|
)%
|
|
(1.9
|
)%
|
ATM product sales and other revenues
|
15,668
|
|
|
289
|
|
|
15,957
|
|
|
16,453
|
|
|
(4.8
|
)
|
|
(3.0
|
)
|
||||
Total revenues
|
$
|
318,270
|
|
|
$
|
11,203
|
|
|
$
|
329,473
|
|
|
$
|
336,184
|
|
|
(5.3
|
)%
|
|
(2.0
|
)%
|
North America revenue:
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
ATM operating revenues
|
$
|
191,046
|
|
|
$
|
1,648
|
|
|
$
|
192,694
|
|
|
$
|
195,747
|
|
|
(2.4
|
)%
|
|
(1.6
|
)%
|
ATM product sales and other revenues
|
13,202
|
|
|
52
|
|
|
13,254
|
|
|
14,132
|
|
|
(6.6
|
)
|
|
(6.2
|
)
|
||||
Total revenues
|
$
|
204,248
|
|
|
$
|
1,700
|
|
|
$
|
205,948
|
|
|
$
|
209,879
|
|
|
(2.7
|
)%
|
|
(1.9
|
)%
|
Europe & Africa revenue:
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency
Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
ATM operating revenues
|
$
|
88,678
|
|
|
$
|
6,597
|
|
|
$
|
95,275
|
|
|
$
|
96,182
|
|
|
(7.8
|
)%
|
|
(0.9
|
)%
|
ATM product sales and other revenues
|
2,247
|
|
|
215
|
|
|
2,462
|
|
|
2,263
|
|
|
(0.7
|
)
|
|
8.8
|
|
||||
Total revenues
|
$
|
90,925
|
|
|
$
|
6,812
|
|
|
$
|
97,737
|
|
|
$
|
98,445
|
|
|
(7.6
|
)%
|
|
(0.7
|
)%
|
Australia & New Zealand revenue:
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
ATM operating revenues
|
$
|
25,791
|
|
|
$
|
2,668
|
|
|
$
|
28,459
|
|
|
$
|
30,638
|
|
|
(15.8
|
)%
|
|
(7.1
|
)%
|
ATM product sales and other revenues
|
219
|
|
|
23
|
|
|
242
|
|
|
58
|
|
|
277.6
|
|
|
317.2
|
|
||||
Total revenues
|
$
|
26,010
|
|
|
$
|
2,691
|
|
|
$
|
28,701
|
|
|
$
|
30,696
|
|
|
(15.3
|
)%
|
|
(6.5
|
)%
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
Non -
GAAP
(1)
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
Non -
GAAP
(1)
|
|
Non -
GAAP (1) |
|
Constant - Currency
|
||||||||||
Adjusted EBITDA
|
$
|
61,028
|
|
|
$
|
1,876
|
|
|
$
|
62,905
|
|
|
$
|
68,655
|
|
|
(11.1
|
)%
|
|
(8.4
|
)%
|
Adjusted Net Income
|
$
|
16,231
|
|
|
$
|
373
|
|
|
$
|
16,603
|
|
|
$
|
21,102
|
|
|
(23.1
|
)
|
|
(21.3
|
)
|
Adjusted Net Income per share – diluted
(2)
|
$
|
0.35
|
|
|
$
|
0.01
|
|
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
(23.9
|
)%
|
|
(21.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As reported on the
Reconciliation of Net Income (Loss) Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income
above.
|
(2)
|
Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of 46,635,033 and 46,332,629 for the three months ended
March 31, 2019
and
2018
, respectively. Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive GAAP Net Income.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
(21,805
|
)
|
|
$
|
49,433
|
|
Restricted cash settlement activity
(1)
|
|
71,521
|
|
|
(24,238
|
)
|
||
Adjusted net cash provided by operating activities
|
|
49,716
|
|
|
25,195
|
|
||
Net cash used in investing activities, excluding acquisitions
(2)
|
|
(29,307
|
)
|
|
(20,739
|
)
|
||
Adjusted free cash flow
|
|
$
|
20,409
|
|
|
$
|
4,456
|
|
(1)
|
Restricted cash settlement activity represents the change in our restricted cash excluding the portion of the change that is attributable to foreign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in the accompanying Consolidated Statements of Cash Flows
.
Restricted cash largely consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations.
|
(2)
|
Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other assets. Additionally, capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts.
|
Notional Amounts U.S. $
|
|
Weighted Average Fixed Rate
|
|
Notional Amounts CAD$
|
|
Weighted Average Fixed Rate
|
|
Term
|
||||||||
(In millions)
|
|
|
|
(In millions)
|
|
|
|
|
||||||||
$
|
1,000
|
|
|
2.06
|
%
|
|
CAD
|
|
$
|
125
|
|
|
2.46
|
%
|
|
April 1, 2019 – December 31, 2019
|
$
|
1,000
|
|
|
2.06
|
%
|
|
CAD
|
|
$
|
125
|
|
|
2.46
|
%
|
|
January 1, 2020 – December 31, 2020
|
$
|
600
|
|
|
1.95
|
%
|
|
CAD
|
|
$
|
125
|
|
|
2.46
|
%
|
|
January 1, 2021 – December 31, 2021
|
$
|
400
|
|
|
1.46
|
%
|
|
|
|
|
|
|
|
January 1, 2022 – December 31, 2022
|
Notional Amounts
U.S. $
|
|
Cap Rate
(1)
|
|
Term
|
||||
(In millions)
|
|
|
|
|
||||
$
|
|
200
|
|
|
3.25
|
%
|
|
January 1, 2021 – December 31, 2023
|
Notional Amounts
U.K. £
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
||||
£
|
550
|
|
|
0.90
|
%
|
|
April 1, 2019 – December 31, 2019
|
£
|
500
|
|
|
0.94
|
%
|
|
January 1, 2020 – December 31, 2020
|
£
|
500
|
|
|
0.94
|
%
|
|
January 1, 2021 – December 31, 2021
|
£
|
500
|
|
|
0.94
|
%
|
|
January 1, 2022 – December 31, 2022
|
Notional Amounts
AUS $
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
$
|
150
|
|
|
1.95
|
%
|
|
April 1, 2019 - December 31, 2019
|
$
|
100
|
|
|
1.95
|
%
|
|
January 1, 2020 – December 31, 2020
|
North America
|
|
||
Average outstanding vault cash balance
|
$
|
1,518
|
|
Interest rate swap contracts fixed notional amount
|
(1,094
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
424
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
4.24
|
|
Europe & Africa
|
|
|
|
Average outstanding vault cash balance
|
$
|
1,077
|
|
Interest rate swap contracts fixed notional amount
|
(716
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
361
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
3.61
|
|
Australia
|
|
|
|
Average outstanding vault cash balance
|
$
|
221
|
|
Interest rate swap contracts fixed notional amount
|
(107
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
114
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
1.14
|
|
Notional Amounts
U.K. £
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
£
|
80
|
|
|
0.95
|
%
|
|
April 1, 2019 – January 1, 2020
|
£
|
50
|
|
|
0.95
|
%
|
|
January 2, 2020 – January 1, 2021
|
Exhibit
Number
|
|
Description
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
CARDTRONICS PLC
|
|
|
|
May 2, 2019
|
|
/s/ Gary W. Ferrera
|
|
|
Gary W. Ferrera
|
|
|
Chief Financial Officer
|
|
|
(Duly Authorized Officer and
|
|
|
Principal Financial Officer)
|
|
|
|
May 2, 2019
|
|
/s/ Paul A. Gullo
|
|
|
Paul A. Gullo
|
|
|
Chief Accounting Officer
|
|
|
(Duly Authorized Officer and
|
|
|
Principal Accounting Officer)
|
(a)
|
the consummation of a merger of, or other business combination by, the Parent Company with or involving another entity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving the Parent Company; or the sale of all or substantially all of the Parent Company’s or the Company’s Assets to another entity (any of which, a “
Corporate Transaction
”); unless, following such Corporate Transaction, (a) the holders of equity securities of the Parent Company immediately prior to such transaction beneficially own, directly or indirectly, immediately after such transaction, equity securities of the resulting or surviving parent entity, the transferee entity or any new direct or indirect parent entity of the Parent Company resulting from or surviving any such transaction (such entity, the “
Successor Entity
”) entitled to 70% or more
|
(b)
|
upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into any entity in which the holders of equity securities of the Parent Company immediately prior to such liquidation or dissolution beneficially own, directly or indirectly, immediately after such liquidation or dissolution equity securities of the entity into which the Parent Company was liquidated or dissolved entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of such entity, in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such liquidation or dissolution;
|
(c)
|
when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, but excluding any employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquires or gains ownership or control (including, without limitation, power to vote) of more than 30% of the combined voting power of the outstanding equity securities of the Parent Company, other than any entity in which the holders of equity securities of the Parent Company immediately prior to such acquisition beneficially own, directly or indirectly, immediately after such acquisition, equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the acquiring entity, in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such acquisition or any employee benefit plan sponsored by any such entity (or any related trust thereto); or
|
(d)
|
during any period of twelve consecutive months the following individuals (the “
Incumbent Directors
”) cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended (other than such new director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a Person other than the Board).
|
(a)
|
a diminution in Executive’s Base Salary of 5% or more, unless such reduction is part of an initiative that applies to and affects all similarly situated executive officers of the Company substantially the same and proportionately;
|
(b)
|
a material diminution in Executive’s authority, duties, or responsibilities (including, in connection with a Change in Control or other Corporate Transaction, Executive being assigned to any position (including offices and reporting requirements), authority, duties or responsibilities that are not at or with the Parent Company, engaged in the business of the successor to the Parent Company or the corporation or other Entity surviving
|
(c)
|
in connection with a Change in Control or other Corporate Transaction, the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 50 miles from its then current location;
|
(d)
|
a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure to comply with this Agreement not occurring in bad faith.
|
(a)
|
the Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any are available to Executive; or
|
(b)
|
the Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 180 days, as determined by the Company and certified in writing by a competent medical physician selected solely by the Company in the event of any alleged mental impairment and, in the event of any alleged physical impairment by the Company with the Executive having the right to approve such selection (however, if the Executive fails to approve the Company’s first two selections within ten days of being notified of each such selection, the Company will have the right thereafter to designate any licensed medical physician on staff with either the Baylor College of Medicine or Methodist Hospital, each located in Houston, Texas).
|
(a)
|
Impairment:
if the Executive is Impaired, the Company may, at its sole discretion, elect not to immediately terminate the Executive but rather to employ someone to undertake Executive’s authorities, duties and responsibilities with respect to the Company and its Affiliates, including with Executive’s title and reporting
|
(b)
|
Death:
automatically upon Executive’s death;
|
(c)
|
Cause:
for Cause; or
|
(d)
|
Discretion of the Company:
for any other reason whatsoever (other than as set forth in
Sections 3.2(a)
,
(b)
or
(c)
or for no reason at all, in the sole discretion of the Board.
|
(A)
|
for a termination of employment during the performance period, such awards shall be deemed earned at the target level of performance and a pro-rata number of awards shall vest based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period; and
|
(B)
|
for a termination of employment following the end of a performance period applicable to an award, any awards earned during the performance period shall fully vest.
|
(A)
|
any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination,
|
(B)
|
any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination,
|
(C)
|
equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,
|
i.
|
for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited;
|
ii.
|
for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and
|
iii.
|
for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.
|
(i)
|
the consideration given for the release in this Agreement is in addition to anything of value to which the Executive was already entitled;
|
(ii)
|
Executive has carefully read this Agreement;
|
(i)
|
Executive has had at least [21 days/45 days] to consider this Agreement before the execution and delivery hereof to the Company;
|
(ii)
|
Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discuss this Agreement with an attorney of Executive’s choice and that Executive has had adequate opportunity to do so; and
|
(iii)
|
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 Executive’s own free will, and that Executive understands and agrees to each of the terms of this Agreement.
|
|
|
|
|
STATE OF
|
|
§
|
|
|
§
|
COUNTY OF
|
|
§
|
NOTARY PUBLIC in and for the
|
State of ____________
|
My Commission Expires: ____________
|
Identification produced:
|
1.
|
Grant of Options
. This Agreement applies to the grant to the Participant of Options to purchase all or any part of an aggregate of [●] Class A ordinary shares, nominal value $0.01 each, of Cardtronics plc (“
Ordinary
Shares
”) following the vesting of such Options in accordance with and subject to this Agreement and the Plan. The exercise price of each Option is $[●] per Ordinary Share (the “
Exercise Price
”), which is not less than Fair Market Value on the Grant Date, and is subject to adjustment as set forth in the Plan.
|
2.
|
Vesting Schedule
. The Participant’s Options will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “
Vesting Date
”) and subject to this Agreement and the Plan:
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Cause
” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company;
provided, however
, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful
|
(b)
|
“Disability” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
|
(c)
|
“Employer” shall mean the Company or Subsidiary that employs the Participant.
|
(d)
|
“Qualified Retirement” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
|
(e)
|
“Termination Date” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
|
4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4
, in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the Options as of the Termination Date and any unvested Options shall be forfeited in their entirety.
|
(a)
|
Death or Disability
. In the event the Participant’s employment terminates as a result of death or Disability (i) within the fiscal year the Options are granted, a number of Options equal to the product of (a) the total number of Options granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the Options were granted and (2) twelve (12), shall become fully vested
|
(b)
|
Qualified Retirement
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement (i) within the fiscal year the Options are granted, a number of Options equal to the product of (a) the total number of Options granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the Options were granted and (2) twelve (12), shall become fully vested upon such termination or (ii) after the fiscal year the Options are granted, any unvested Options shall become fully vested upon such termination.
|
5.
|
Period of Exercise
. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested Options at any time prior to the earliest to occur of:
|
(a)
|
the tenth (10th) anniversary of the Grant Date;
|
(b)
|
the date that is twelve (12) months following termination of the Participant’s employment due to death or Disability;
|
(c)
|
the date that is sixty (60) months following a termination of the Participant’s employment due to a Qualified Retirement;
|
(d)
|
the date that is ninety (90) days following termination of the Participant’s employment other than for death, Disability or Cause; or
|
(e)
|
the date of termination of the Participant’s employment for Cause.
|
6.
|
Exercise of Options
|
(a)
|
Notice of Exercise
. The Participant or, in the case of the Participant’s death or Disability, the Participant’s representative may exercise all or any part of the vested Options through an on-line or electronic system established and maintained by the Company’s designated Administrator. The Participant or the Participant’s representative will deliver to the Company, at the time of exercise, payment in a form permissible under
Section 7
for the full amount of the Purchase Price (as defined below) and applicable withholding taxes as provided below.
|
(b)
|
Issuance of Ordinary Shares
. After all requirements with respect to the exercise of the Options have been satisfied, the Committee will cause the Ordinary Shares as to which the Options have been exercised to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Ordinary Shares or any mistakes or errors in the issuance of the Ordinary Shares.
|
7.
|
Payment for Ordinary Shares
. The “
Purchase Price
” will be the Exercise Price multiplied by the number of Ordinary Shares with respect to which Options are being exercised. All or part of the Purchase Price and any Tax-Related Items (defined below) may be paid as follows:
|
(a)
|
Brokered Cashless Exercise
. To the extent permitted by applicable law, from the proceeds of a sale through the Administrator on the date of exercise of some or all of the Ordinary Shares to which the exercise relates, subject to any rules established by the Committee. In that case, the Participant will instruct the Administrator to deliver promptly to the Company the amount of sale proceeds to pay the aggregate Purchase Price and/or Tax-Related Items, as applicable. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements or coordinate procedures with one or more brokerage firms.
|
(b)
|
Check or Wire Transfer
. Via bank certified check or wire transfer.
|
(c)
|
Net Exercise
. Subject to any rules established by the Committee, by reducing the number of Ordinary Shares otherwise deliverable upon the exercise of the Options by the number of Ordinary Shares having a Fair Market Value equal to the amount of the Purchase Price and/or the Tax-Related Items, as applicable.
|
8.
|
Adjustment to Options
. In the event of any change with respect to the outstanding Ordinary Share contemplated by Paragraph XIII of the Plan, the Options shall be subject to adjustment in accordance with Paragraph XIII of the Plan.
|
9.
|
Corporate Change
. In the event of a Corporate Change, (i) if the Participant’s outstanding Options are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such Options shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, such Options shall fully vest, or (ii) if the Participant’s outstanding Options are not continued, assumed or substituted for awards with substantially the same terms by the Company or the surviving company or corporation or its parent, such outstanding Options shall fully vest immediately prior to the Corporate Change, subject to the terms of the Plan.
|
10.
|
Withholding of Tax
. Regardless of any action the Company or its Affiliates take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant of the Options, the vesting of the Options, the exercise of the Options and the subsequent sale of any Ordinary Shares acquired pursuant to the exercise of the Options and (ii) do not commit to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Participant’s liability for Tax-Related Items. The Company may refuse to deliver any Ordinary Shares due upon exercise of the Options if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. If no such action is taken then the Participant shall be deemed to have authorized the Company to sell or procure the sale of a sufficient amount of the Ordinary Shares
|
11.
|
Nature of Grant
. In accepting the grant of the Options, the Participant acknowledges, understands and agrees that:
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
|
(b)
|
the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past;
|
(c)
|
all decisions with respect to future grants of Options or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(d)
|
the grant of Options and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the Options and the Ordinary Shares that may be purchased pursuant to the Options are not intended to replace any pension rights or compensation;
|
(g)
|
the Options, the Ordinary Shares that may be purchased pursuant to the Options and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(h)
|
the future value of the Ordinary Shares that may be purchased pursuant to the Options is unknown, indeterminable and cannot be predicted with certainty;
|
(i)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the Participant ceasing to have rights under or to be entitled to Options, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Options to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if,
|
(j)
|
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Options or of any Ordinary Shares issued in connection with the exercise of Options or the subsequent sale of any Ordinary Shares acquired upon exercise of the Options.
|
12.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (
e.g.
, the Options) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
13.
|
Company Policies
. The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the Options and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the Options, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
|
14.
|
Compliance with Law
. The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
|
15.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the Options shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Options and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
|
16.
|
No Advice Regarding Grant
. The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the Options, the
|
17.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the Options may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
18.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares that may be purchased upon exercise of the Options until the date of issuance of such Ordinary Shares. Upon exercise the issuance of Ordinary Shares, the Participant will obtain, with respect to the Ordinary Shares received upon exercise of the Options, full voting and other rights as a shareholder of the Company.
|
19.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
20.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
21.
|
Conflicts
. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
22.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
|
23.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
24.
|
Language
. If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Options, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the Options translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
25.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
|
26.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the Options and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
27.
|
Controlling Law
. The Options and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the Options.
|
CARDTRONICS PLC
|
|
|
|
|
PARTICIPANT
|
|
|
|
Accepted on:
|
1.
|
Grant of RSUs
. This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “
Ordinary
Share
”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
|
2.
|
Vesting Schedule
. The Participant’s RSUs will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “
Vesting Date
”) and subject to this Agreement and the Plan:
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Cause
” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company;
provided, however
, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material
|
(b)
|
“
Disability
” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
|
(c)
|
“
Employer
” shall mean the Company or Subsidiary that employs the Participant.
|
(d)
|
“
Qualified Retirement
” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
|
(e)
|
“
Termination Date
” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
|
4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4
, in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
|
(a)
|
Death or Disability
. In the event the Participant’s employment terminates as a result of death or Disability (i) within the fiscal year the RSUs are granted, a number of RSUs equal to the product of (a) the total number of RSUs granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the RSUs were granted and (2) twelve (12), shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination or (ii) after the fiscal year the RSUs are granted, any unvested RSUs shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination.
|
(b)
|
Qualified Retirement
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement (i) within the fiscal year the RSUs are granted, a number of RSUs equal to the product of (a) the total number of RSUs granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the RSUs were granted and (2) twelve (12), shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such “separation from service” or (ii) after the fiscal year the RSUs are granted, any unvested RSUs shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such “separation from service”.
|
(c)
|
Section 409A
. Notwithstanding the other provisions of this
Section 4
or
Section 7
, if the Participant is eligible for the payout of Ordinary Shares under this
Section 4
or
Section 7
and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
|
5.
|
Settlement of the RSUs
. Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”) on or within 30 days following the Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
|
6.
|
Dividend Equivalent Rights
. If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “
DERs
”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with
Section 2
. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to
Section 8
. If an RSU is settled before a dividend payment
|
7.
|
Corporate Change
. In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, and such termination of employment is a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination, or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
|
8.
|
Withholding of Tax
. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
|
9.
|
Nature of Grant
. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
|
(a)
|
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
(b)
|
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(c)
|
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
|
(d)
|
the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
(g)
|
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(h)
|
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
(i)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
|
(j)
|
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
|
10.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (
e.g.
, the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
11.
|
Company Policies
. The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
|
12.
|
Compliance with Law
. The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
|
13.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary
|
14.
|
No Advice Regarding Grant
. The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
|
15.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
16.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
|
17.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
18.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
19.
|
Conflicts
. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
20.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
|
21.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
22.
|
Language
. If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be
|
23.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
|
24.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
25.
|
Controlling Law
. The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
|
CARDTRONICS PLC
|
|
|
|
|
PARTICIPANT
|
|
|
|
Accepted on:
|
(2)
|
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
|
1.
|
The Company's most recent Annual Report (Form 10-K):
http://www.sec.gov/Archives/edgar/data/1671013/000155837018001333/catm-20171231x10k.htm
|
2.
|
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
|
3.
|
The Plan:
|
1.
|
Grant of RSUs
. This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “
Ordinary
Share
”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
|
2.
|
Vesting Schedule
. The Participant’s RSUs can vest to the extent the Performance Goals (as set forth in Schedule A) applicable to the Performance Period (as specified in Schedule A) are attained, as determined in accordance with this
Section 2
. The Committee will meet no later than March [●] of the year following the end of the Performance Period to determine whether the Company met its Performance Goals and approve the final Performance Goals achievement (the
“Achievement”
). The Company will issue a written notice to the Participant of the findings as to whether the Company met its Performance Goals and, if so, the specific level achieved (the “
Award Notice
”), and the exact number of RSUs that have vested based on achievement of the Performance Goals (such number of RSUs, the “
Vested RSUs
”).
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Cause
” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company;
provided, however
, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and
|
(b)
|
“
Disability
” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
|
(c)
|
“
Employer
” shall mean the Company or Subsidiary that employs the Participant.
|
(d)
|
“
Qualified Retirement
” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
|
(e)
|
“
Termination Date
” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
|
4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4
, in the event the Participant’s employment with Employer terminates prior to the end of the Performance Period, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
|
(a)
|
Death or Disability
. In the event the Participant’s employment terminates as a result of death or Disability within the Performance Period, the RSUs shall be deemed earned at the Target level and a number of RSUs equal to the product of (i) the total number of RSUs granted pursuant to this Agreement and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed within the Performance Period and (b) [●] months, shall become vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination.
|
(b)
|
Qualified Retirement
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement within the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (i) the total number of Vested RSUs (as determined in accordance with Section 2) and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed during the Performance Period and (b) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year 2022, following approval of the Achievement.
|
(c)
|
Involuntary Termination without Cause
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of an involuntary termination without Cause (i) within the first twelve (12) months of the Performance Period, then all outstanding RSUs shall be forfeited or (ii) within the last twenty four (24) months of the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (a) the total number of Vested RSUs (as determined in accordance with Section 2) and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed during the Performance Period and (2) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year 2022, following approval of the Achievement.
|
(d)
|
Section 409A
. Notwithstanding the other provisions of this
Section 4
or
Section 7
, if the Participant is eligible for the payout of Ordinary Shares under this
Section 4
or
Section 7
and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
|
5.
|
Settlement of the RSUs
. Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the Vested RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”) in calendar year 2022, following approval of the Achievement, but no later than December 31, 2022, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be
|
6.
|
Dividend Equivalent Rights
. If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “
DERs
”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with
Section 2
. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to
Section 8
. If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
|
7.
|
Corporate Change
. In the event of a Corporate Change, the Participant’s then-outstanding RSUs shall vest immediately prior to the Corporate Change based on the greater of (i) target level of achievement of the Performance Goals and (ii) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), and shall be paid out in Ordinary Shares at the consummation of the Corporate Change.
|
8.
|
Withholding of Tax
. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
|
9.
|
Nature of Grant
. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
|
(b)
|
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
(c)
|
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(d)
|
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
|
(e)
|
the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
|
(f)
|
the Participant is voluntarily participating in the Plan;
|
(g)
|
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
(h)
|
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any
|
(i)
|
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
(j)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
|
(k)
|
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
|
10.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (
e.g.
, the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
11.
|
Company Policies
. The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
|
12.
|
Compliance with Law
. The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and
|
13.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
|
14.
|
No Advice Regarding Grant
. The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
|
15.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
16.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
|
17.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
18.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
19.
|
Conflicts
. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
20.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or
|
21.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
22.
|
Language
. If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
23.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
|
24.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
25.
|
Controlling Law
. The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
|
CARDTRONICS PLC
|
|
|
|
|
PARTICIPANT
|
|
|
|
Accepted on:
|
Measure
|
Threshold
($ in 000’s)
|
Target
($ in 000’s)
|
Maximum
($ in 000’s)
|
Weighting
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
Payout
|
[●]
|
[●]
|
[●]
|
|
1.
|
Definitions
. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
2.
|
Performance Qualifiers
. For the RSUs to vest under this Agreement, both of the following performance qualifiers must be met:
|
(a)
|
The Company must be compliant with all material public company regulations and reporting requirements for its fiscal year.
|
(b)
|
The Participant must achieve the minimum performance standards established by his or her superior (or the Board) and must have completed the required corporate and compliance training assigned as of the end of the Performance Period.
|
3.
|
Adjustments
. The Performance Goals described in
Section 1
of this Schedule A represent the Company’s business as of [●]. The Committee has approved the following categories of adjustments to actual performance for the purposes of calculating the level of performance achieved in this Schedule A. In order for an adjustment category to be used, the adjustment must be reversing the impact actually realized and reported in the Company’s 10-K in a given fiscal year. The Committee, however, will review and approve all adjustments to actual performance prior to completion of the calculation of the RSUs earned under this Agreement. Certain adjustments already may be incorporated in [●] and are not intended to be adjusted twice.
|
(2)
|
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
|
1.
|
The Company's most recent Annual Report (Form 10-K):
|
2.
|
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
|
3.
|
The Plan:
|
4.
|
1.
|
Grant of RSUs
. This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “
Ordinary
Share
”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
|
2.
|
Vesting Schedule
. The Participant’s RSUs can vest to the extent the Performance Goals (as set forth in Schedule A) applicable to the Performance Period (as specified in Schedule A) are attained, as determined in accordance with this
Section 2
. The Committee will meet no later than [●] of the year following the end of the Performance Period to determine whether the Company met its Performance Goals and approve the final Performance Goals achievement (the
“Achievement”
). The Company will issue a written notice to the Participant of the findings as to whether the Company met its Performance Goals and, if so, the specific level achieved (the “
Award Notice
”), and the exact number of RSUs that have vested based on achievement of the Performance Goals (such number of RSUs, the “
Vested RSUs
”).
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Cause
” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company;
provided, however
, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful
|
(b)
|
“
Disability
” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
|
(c)
|
“
Employer
” shall mean the Company or Subsidiary that employs the Participant.
|
(d)
|
“
Qualified Retirement
” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
|
(e)
|
“
Termination Date
” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
|
4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4
or
Section 7
, in the event the Participant’s employment with Employer terminates prior to the end of the Performance Period, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
|
(a)
|
Death or Disability
. In the event the Participant’s employment terminates as a result of death or Disability within the Performance Period, the RSUs shall be deemed earned at the Target level and a number of RSUs equal to the product of (i) the total number of RSUs granted pursuant to this Agreement and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed within the Performance Period and (b)
|
(b)
|
Qualified Retirement
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement within the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (i) the total number of Vested RSUs (as determined in accordance with Section 2) and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed during the Performance Period and (b) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year [●], following approval of the Achievement.
|
(c)
|
Involuntary Termination without Cause
. In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of an involuntary termination without Cause (i) within the first twelve (12) months of the Performance Period, then all outstanding RSUs shall be forfeited, or (ii) within the last twenty four (24) months of the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (a) the total number of Vested RSUs (as determined in accordance with Section 2) and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed during the Performance Period and (2) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year [●], following approval of the Achievement.
|
(d)
|
Section 409A
. Notwithstanding the other provisions of this
Section 4
or
Section 7
, if the Participant is eligible for the payout of Ordinary Shares under this
Section 4
or
Section 7
and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
|
5.
|
Settlement of the RSUs
. Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the Vested RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”) in calendar year [●], following approval of the Achievement, but no later than [●], provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the
|
6.
|
Dividend Equivalent Rights
. If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “
DERs
”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with
Section 2
. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to
Section 8
. If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
|
7.
|
Corporate Change
. In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards by the Company or the surviving company or corporation or its parent, a number of such RSUs based on the greater of (A) the target level achievement of the Performance Goals and (B) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), shall convert to time-based vesting RSUs that shall vest on the last day of the Performance Period and shall be paid out in Ordinary Shares in calendar year [●]; provided that, if, on or following the date of consummation of the Corporate Change, (x) the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause prior to the end of the Performance Period and such termination of employment is a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares in calendar year [●] or (y) the Participant’s employment is terminated as a result of death or Disability of the Participant prior to the end of the Performance Period, such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination, or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change based on the greater of (A) the target level of achievement of the Performance Goals and (B) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), and shall be paid out in Ordinary Shares at the consummation of the Corporate Change.
|
8.
|
Withholding of Tax
. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due
|
9.
|
Nature of Grant
. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
|
(b)
|
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
(c)
|
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(d)
|
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
|
(e)
|
the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
|
(f)
|
the Participant is voluntarily participating in the Plan;
|
(g)
|
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
(h)
|
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(i)
|
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
(j)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
|
(k)
|
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
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10.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (
e.g.
, the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
11.
|
Company Policies
. The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
|
12.
|
Compliance with Law
. The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
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13.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
|
14.
|
No Advice Regarding Grant
. The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
|
15.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
16.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
|
17.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
18.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
19.
|
Conflicts
. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
20.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
|
21.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
22.
|
Language
. If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
23.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or
|
24.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
25.
|
Controlling Law
. The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
|
CARDTRONICS PLC
|
|
|
|
|
|
|
|
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PARTICIPANT
|
|
|
|
|
|
|
|
|
Accepted on:
|
1.
|
The Company must be compliant with all material public company regulations and reporting requirements for its fiscal year.
|
2.
|
The Participant must achieve the minimum performance standards established by his or her superior (or the Board) and must have completed the required corporate and compliance training assigned as of the end of the Performance Period.
|
(2)
|
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
|
1.
|
The Company's most recent Annual Report (Form 10-K):
|
2.
|
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
|
3.
|
The Plan:
|
1.
|
Grant of RSUs
. This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “
Ordinary
Share
”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
|
2.
|
Vesting Schedule
. The Participant’s RSUs will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “
Vesting Date
”) and subject to this Agreement and the Plan:
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Cause
” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company
|
(b)
|
“
Disability
” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
|
(c)
|
“
Employer
” shall mean the Company or Subsidiary that employs the Participant.
|
(d)
|
“
Termination Date
” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
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4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4
, in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety. In the event the Participant’s employment terminates as a result of death or Disability, any unvested RSUs shall become fully vested and paid out in Ordinary Shares within 30 days following such employment termination.
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5.
|
Settlement of the RSUs
. Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”) on or within 30 days following each Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations
|
6.
|
Dividend Equivalent Rights
. If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “
DERs
”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8. If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
|
7.
|
Corporate Change
. In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, and such termination of employment is a “separation from service (within the meaning of Treasury Regulation 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination, or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
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8.
|
Withholding of Tax
. Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
|
9.
|
Nature of Grant
. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
|
(b)
|
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
(c)
|
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(d)
|
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
|
(e)
|
the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company,
|
(f)
|
the Participant is voluntarily participating in the Plan;
|
(g)
|
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
(h)
|
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(i)
|
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
|
(j)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
|
(k)
|
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
|
10.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (
e.g.
, the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
11.
|
Company Policies
. The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company's Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company's Recoupment of Incentive Compensation Policy (also known as the “Clawback Policy”).
|
12.
|
Compliance with Law
. The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
|
13.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
|
14.
|
No Advice Regarding Grant
. The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
|
15.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
16.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
|
17.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
18.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
19.
|
Conflicts
. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
20.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
|
21.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
22.
|
Language
. If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
|
23.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“
.pdf
”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
|
24.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
25.
|
Controlling Law
. The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
|
CARDTRONICS PLC
|
|
Aimie M. Killeen,
Company Secretary
|
|
G. Patrick Phillips,
Chairman, Compensation Committee
|
|
PARTICIPANT
|
|
|
|
Accepted on:
|
(2)
|
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
|
(4)
|
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
|
1.
|
The Company's most recent Annual Report (Form 10-K):
http://www.sec.gov/Archives/edgar/data/1671013/000155837018001333/catm-20171231x10k.htm
|
2.
|
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
|
3.
|
The Plan:
|
1.
|
Grant of RSUs
. This Agreement applies to the grant to the Participant of
[●]
RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “
Ordinary Share
”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
|
2.
|
Vesting Schedule
. The Participant’s RSUs will vest
[●]
on
[●]
(the “
Vesting Date
”) provided the Participant continuously serves as a Director of the Company through the Vesting Date and subject to this Agreement and the Plan.
|
3.
|
Definitions
. To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
|
(a)
|
“
Disability
” shall mean a disability entitling the Participant to benefits under the long-term disability plan maintained by the Company or an Affiliate; provided, however, that if the Participant is not eligible to participate in such plan, then the Participant shall be considered to have incurred a “Disability” if an and when the Committee determines in its discretion that the Participant is permanently and totally unable to perform his or her duties for the Company or any Affiliate as a result of
|
(b)
|
“
Termination Date
” shall mean the effective date of termination or cessation of the Participant’s service as a Director of the Company.
|
4.
|
Termination of Service
. Unless otherwise expressly provided in this
Section 4,
in the event the Participant’s service as a Director of the Company is terminated, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety. In the event the Participant’s service as a Director of the Company terminates as a result of death or Disability, any unvested RSUs shall become fully vested and paid out in Ordinary Shares within 30 days following termination as a Director of the Company.
|
5.
|
Settlement of the RSUs
. Except as otherwise set forth in Section 4 or Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “
Administrator
”) on or within 30 days following the Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or an Affiliate to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (and country of service, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
|
6.
|
Dividend Equivalent Rights
. If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “
DERs
”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with
Section 2
. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to
Section 8
. If an RSU is settled before a dividend payment
|
7.
|
Corporate Change
. In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s service is terminated by the Company or the surviving company or corporation or its parent, and such termination of employment is a “separation from service (within the meaning of Treasury Regulation 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination, or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
|
8.
|
Taxes
. Regardless of any action the Company or its Affiliates take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “
Tax-Related Items
”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items
|
9.
|
Nature of Grant
. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
|
(b)
|
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
(c)
|
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
|
(d)
|
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
|
(g)
|
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s service as a Director of the Company (and Director contract, if any) and are not part of normal or expected Director compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(h)
|
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; and
|
(i)
|
the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
|
10.
|
Insider Trading and Market Abuse Laws
. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares
(e.g.,
the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
|
11.
|
Company Policies
.
The Participant acknowledges and expressly agrees to all of the terms of the Company’s policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy (also known as the
“
Clawback Policy
”).
|
12.
|
Compliance with Law
. The Company shall not be required to transfer any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
|
13.
|
Country Specific Addendum
. Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of service, if different) set forth in the addendum to this Agreement (the “
Addendum
”). If the Participant transfers residence or service as a Director to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
|
14.
|
No Advice Regarding Grant
. The Company and its Affiliates are not providing any tax, legal or financial advice, nor is the Company or its Affiliates making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
|
15.
|
Restriction on Transferability
. Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
|
16.
|
Rights as a Shareholder
. The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
|
17.
|
Notices
. Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
|
18.
|
Binding Effect
. This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
|
19.
|
Conflicts
. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
|
20.
|
Severability
. If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
|
21.
|
Waiver
. The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
|
22.
|
Language
. The Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated
|
23.
|
Electronic Signatures
. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“
.pdf
”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
|
24.
|
Data Privacy
. The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
|
25.
|
Controlling Law
. The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
|
CARDTRONICS PLC
|
|
|
|
|
PARTICIPANT
|
|
|
|
Accepted on:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Cardtronics plc;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: May 2, 2019
|
|
/s/ Edward H. West
|
|
|
Edward H. West
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Cardtronics plc;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: May 2, 2019
|
|
/s/ Gary W. Ferrera
|
|
|
Gary W. Ferrera
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cardtronics.
|
Date: May 2, 2019
|
|
/s/ Edward H. West
|
|
|
Edward H. West
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: May 2, 2019
|
|
/s/ Gary W. Ferrera
|
|
|
Gary W. Ferrera
|
|
|
Chief Financial Officer
|