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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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England and Wales
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98-1304627
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2050 West Sam Houston Parkway South, Suite 1300
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77042
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Houston
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Texas
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(Zip Code)
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(Address of principal executive offices)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary Shares, nominal value $0.01 per share
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CATM
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The NASDAQ Stock Market LLC
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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•
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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;
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•
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the Company’s ability to respond to recent and future network and regulatory changes;
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•
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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;
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•
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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;
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•
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the Company’s ability to renew its existing merchant relationships on comparable or improved economic terms and add new merchants;
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changes in interest rates and foreign currency rates;
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•
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the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;
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•
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the Company’s ability to manage concentration risks with and changes in the mix of key customers, merchants, vendors, and service providers;
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•
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the Company’s ability to prevent thefts of cash and maintain adequate insurance;
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•
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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;
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•
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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;
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•
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the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;
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•
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the Company’s ability to renew its existing third-party service provider relationships on comparable or improved economic terms;
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•
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the Company’s ability to successfully implement and evolve its corporate strategy;
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•
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the Company’s ability to compete successfully with new and existing competitors;
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•
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the Company’s ability to meet the service levels required by its service level agreements with its customers;
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•
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the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transport business;
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•
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the Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or joint ventures;
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•
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the impact of changes in laws, including tax laws that could adversely affect the Company’s business and profitability;
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•
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the impact of, or uncertainty related to, the U.K.’s exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, human, and regulatory regime and macro-economic environment to which it will be subject to as a U.K. company;
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•
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the Company’s ability to adequately maintain and upgrade its ATM fleet to address changes in industry standards, regulations and consumer behavior patterns;
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•
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the Company’s ability to retain its key employees and maintain good relations with its employees; and
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•
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the Company’s ability to manage the fluctuation of its operating results, including as a result of the foregoing and other risk factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
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ATM Operations
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|||||
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Company - Owned
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Merchant -Owned, Managed Services and
Processing
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Total
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Number of ATMs at period end
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74,482
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212,291
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286,773
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Percentage of Total ATMs
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26%
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74%
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100%
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Percentage of ATM Operating Revenue
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87%
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13%
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100%
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•
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a multi-year term, typically approximately five years;
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•
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exclusive deployment of ATMs at locations where we install an ATM;
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•
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the right to increase surcharge fees, with merchant consent required in some cases;
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•
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in the U.S., our right to terminate or remove ATMs or renegotiate the fees payable to the merchant if surcharge fees or interchange fees are reduced or eliminated as a result of regulatory action; and
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•
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provisions that make the merchant’s fee dependent on the number of ATM transactions.
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•
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exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency;
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•
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the imposition of exchange controls, which could impair our ability to freely move cash;
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•
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difficulties in complying with the different laws and regulations in each country and jurisdiction in which we operate, including unique labor and reporting laws and restrictions on the collection, management, aggregation, and use of information;
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•
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unexpected changes in laws, regulations, and policies of governments or other regulatory bodies, including changes that could potentially disallow surcharging or that could result in a reduction in the amount of interchange or other transaction-based fees that we receive;
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•
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new, existing or unanticipated conflicts, and political and/or social instability that may be experienced;
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•
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rising crime rates in certain of the areas we operate in, including increased incidents of crimes on our ATMs and against store personnel where our ATMs are located;
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•
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difficulties in staffing and managing foreign operations, including hiring and retaining skilled workers in those countries in which we operate;
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•
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decreased ATM usage related to decreased travel and tourism or travel restrictions and quarantines in the markets that we operate in;
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•
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decreased use or restrictions on the use of cash, or supply chain or staffing interruptions, related to the widespread outbreak of contagious diseases;
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•
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exposure to corruption in jurisdictions where we operate; and
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•
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potential adverse tax consequences, including restrictions on the repatriation of foreign earnings.
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•
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make it difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indentures governing our senior subordinated notes and the agreements governing our other indebtedness;
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•
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require us to dedicate a substantial portion of our cash flow in the future to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
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•
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require us to refinance our indebtedness or, in the case of our Convertible Notes, issue shares;
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•
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limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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•
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make us more vulnerable to adverse changes in general economic, industry and competitive conditions, and adverse changes in government regulation; and
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•
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limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs, or other purposes.
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•
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sell or transfer property or assets;
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•
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pay dividends on or redeem or repurchase shares;
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•
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merge into or consolidate with any third-party;
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•
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create, incur, assume, or guarantee additional indebtedness;
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•
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create certain liens;
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•
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make investments;
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•
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engage in transactions with affiliates;
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•
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issue or sell preferred shares of restricted subsidiaries; and
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•
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enter into sale and leaseback transactions.
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•
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changes in consumers’ preferences for cash as a payment vehicle;
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•
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changes implemented by networks and how they determine interchange rates;
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•
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changes in general economic conditions and specific market conditions in the ATM and financial services industries;
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•
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competition from other companies providing the same or similar services that we offer;
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•
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changes in the demand for our services by financial institutions;
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•
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changes in legislative or regulatory requirements associated with the ATM and financial services industries;
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•
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changes in payment trends and offerings in the markets in which we operate;
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•
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security or data breaches, cyber-incidents or other business disruptions;
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•
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changes in the financial condition and operational execution of our key vendors and service providers;
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•
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changes in the mix of our merchant customers;
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•
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the timing and magnitude of operating expenses, capital expenditures, and expenses related to the expansion of sales, marketing, and operations, including as a result of acquisitions, if any;
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•
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political or social instability;
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•
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the timing and magnitude of any impairment charges that may materialize over time relating to our goodwill, intangible assets, or long-lived assets;
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•
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changes in the general level of interest rates in the markets in which we operate;
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•
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changes in inflation or how key vendors and suppliers price their services to us;
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changes in the mix of our current services;
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•
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changes in the financial condition and credit risk of our customers;
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•
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any adverse results in litigation by us or by others against us;
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•
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our inability to make payments on our outstanding indebtedness as they become due;
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•
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our failure to successfully enter new markets or the failure of new markets to develop in the time and manner we anticipate;
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•
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acquisitions, strategic alliances, or joint ventures involving us, our customers, vendors, or our competitors;
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•
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terrorist acts, theft, vandalism, fires, floods, or other natural disasters;
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•
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decreased use or restrictions on the use of cash, or supply chain interruptions, related to the widespread outbreak of contagious diseases;
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•
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additions or departures of key personnel;
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•
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changes in tax rates or tax policies in the jurisdictions in which we operate; and
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•
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exposure to currency fluctuations, including the risk that our future reported operating results could be negatively impacted by unfavorable movements in the functional currencies of our international operations relative to the U.S. dollar, which represents our consolidated reporting currency.
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12/14
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12/15
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12/16
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12/17
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12/18
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12/19
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||||||||||||
Cardtronics plc
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$
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100.00
|
|
|
$
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87.22
|
|
|
$
|
141.45
|
|
|
$
|
48.00
|
|
|
$
|
67.39
|
|
|
$
|
115.73
|
|
NASDAQ Composite
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$
|
100.00
|
|
|
$
|
106.96
|
|
|
$
|
116.45
|
|
|
$
|
150.96
|
|
|
$
|
146.67
|
|
|
$
|
200.49
|
|
Peer Group
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$
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100.00
|
|
|
$
|
123.21
|
|
|
$
|
132.76
|
|
|
$
|
174.80
|
|
|
$
|
189.04
|
|
|
$
|
289.84
|
|
|
Year Ended December 31,
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||||||||||||||||||
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2019
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2018
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2017
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2016
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2015
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(In thousands, excluding share and per share information and number of ATMs)
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||||||||||||||||||
Consolidated Statements of Operations Data:
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|||||
Revenues and Income:
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|||||
Total revenues
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$
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1,349,405
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|
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$
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1,345,243
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|
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$
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1,507,599
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$
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1,265,364
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|
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$
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1,200,301
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|
Income (loss) from operations (1) (2)
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86,434
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|
|
70,210
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|
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(103,509
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)
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146,379
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|
|
139,917
|
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|||||
Net income (loss)
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48,265
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|
|
3,656
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|
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(145,351
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)
|
|
87,910
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|
|
65,981
|
|
|||||
Net income (loss) attributable to controlling interests and available to common shareholders
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48,274
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|
|
3,676
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|
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(145,350
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)
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|
87,991
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|
|
67,080
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Per Share Data:
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|||||||||
Basic net income (loss) per common share
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$
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1.06
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|
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$
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0.08
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|
|
$
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(3.19
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)
|
|
$
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1.95
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|
|
$
|
1.50
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Diluted net income (loss) per common share
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$
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1.05
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|
|
$
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0.08
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|
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$
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(3.19
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)
|
|
$
|
1.92
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|
|
$
|
1.48
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|
Basic weighted average shares outstanding
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45,514,703
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|
|
45,988,775
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|
|
45,619,679
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|
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45,206,119
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|
|
44,796,701
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|
|||||
Diluted weighted average shares outstanding
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46,015,334
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|
|
46,436,439
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|
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45,619,679
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|
|
45,821,527
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|
|
45,368,687
|
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|||||
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|
|
|
|
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|
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|
||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cash and cash equivalents
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$
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30,115
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|
|
$
|
39,940
|
|
|
$
|
51,370
|
|
|
$
|
73,534
|
|
|
$
|
26,297
|
|
Total assets (3)
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1,763,958
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|
|
1,787,344
|
|
|
1,862,716
|
|
|
1,364,696
|
|
|
1,319,935
|
|
|||||
Total long-term debt and lease obligations, including current portions (3) (4)
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862,150
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|
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818,509
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|
|
918,275
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|
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503,320
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|
|
568,331
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|
|||||
Total shareholders' equity
|
380,326
|
|
|
376,772
|
|
|
390,393
|
|
|
456,935
|
|
|
369,793
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Statements of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flows from operating activities (5)
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$
|
204,659
|
|
|
$
|
334,202
|
|
|
$
|
230,587
|
|
|
$
|
272,311
|
|
|
$
|
268,060
|
|
Cash flows from investing activities
|
(134,006
|
)
|
|
(108,355
|
)
|
|
(628,742
|
)
|
|
(139,203
|
)
|
|
(209,562
|
)
|
|||||
Cash flows from financing activities
|
(151,097
|
)
|
|
(126,392
|
)
|
|
391,424
|
|
|
(78,942
|
)
|
|
(48,520
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Data (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total number of ATMs (at period end):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
ATM operations
|
88,335
|
|
|
88,223
|
|
|
96,539
|
|
|
78,561
|
|
|
77,169
|
|
|||||
Managed services and processing, net (6)
|
198,438
|
|
|
138,362
|
|
|
134,156
|
|
|
124,572
|
|
|
112,622
|
|
|||||
Total number of ATMs (at period end)
|
286,773
|
|
|
226,585
|
|
|
230,695
|
|
|
203,133
|
|
|
189,791
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total transactions (excluding Managed services and processing, net)
|
1,219,085
|
|
|
1,328,971
|
|
|
1,495,586
|
|
|
1,358,409
|
|
|
1,251,626
|
|
|||||
Total cash withdrawal transactions (excluding Managed services and processing)
|
807,188
|
|
|
864,923
|
|
|
956,919
|
|
|
848,394
|
|
|
759,408
|
|
(1)
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The year ended December 31, 2019 includes $11.7 million of impairment and disposal losses including a goodwill impairment of $7.3 million on our Canada reporting unit.
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(2)
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The year ended December 31, 2016 includes $13.7 million of expenses associated with the redomicile of our parent company to the U.K., which was completed on July 1, 2016.
|
(3)
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We adopted Accounting Standards Codification Topic 842, Leases (the “Lease Standard”) on January 1, 2019, using the modified retrospective approach and using the effective date as the date of initial application. Consequently, the financial information for dates and periods ended before January 1, 2019 has not been revised within our financial statements or the above selected financial data. As of December 31, 2019, Total assets include operating lease assets of approximately $76.5 million and Total current liabilities and Long-term liabilities include operating lease liabilities of approximately $20.3 million and approximately $69.5 million, respectively.
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(4)
|
Our long-term debt as of December 31, 2019 consists of outstanding borrowings under our revolving credit facility, our 5.50% Senior Notes due 2025 (the “2025 Notes”) and our 1.00% Convertible Senior Notes due December 2020 (the "Convertible Notes"). The 2025 Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $296.5 million as of December 31, 2019, which represents the principal balance of $300.0 million less capitalized debt issuance costs of $3.5 million. The Convertible Notes are reported in the accompanying Consolidated Balance Sheets at a carrying value of $275.7 million as of December 31, 2019, which represents the principal balance of $287.5 million less the unamortized discount and capitalized debt issuance costs of $11.8 million. Although the Convertible Notes are due in December 2020, it is currently Management's intent to utilize the available capacity under the revolving credit facility to fund the December 2020 repayment of the Convertible Notes. Therefore, in accordance with the applicable accounting guidance, the Convertible Notes remain classified in the Long-term debt line in the accompanying Consolidated Balance Sheets at December 31, 2019.
|
(5)
|
In conjunction with our adoption of Accounting Standards Codification ("ASC") 2016-18 in 2018, we retroactively revised our reported Cash flows from operating activities. Consistent with this guidance, Restricted cash is treated as cash in the preparation of the Statements of Cash Flows. Consequently, our reported Cash flows from operating activities can vary significantly due to the timing of settlement activity at a period end.
|
(6)
|
The notable increase in the Managed services and processing, net ATM machine count in 2019, is primarily attributable to the May 2019 acquisition of ATM processing contracts associated with approximately 62,000 ATMs.
|
•
|
working with financial technology companies (or “Fintechs”) with a primary focus on the retail consumer finance business and card issuers to further leverage our extensive ATM network;
|
•
|
increasing transaction levels at our existing locations;
|
•
|
increasing the number of deployed ATMs with existing and new merchant relationships;
|
•
|
developing and providing additional services at our existing ATMs;
|
•
|
pursuing additional managed services opportunities; and
|
•
|
pursuing opportunities to expand into new international markets over time.
|
•
|
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 60,000 ATMs were deployed in the U.K. as of December 2019, of which approximately 60% were operated by non-banks (inclusive of our approximately 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 decrease in recent years. We currently operate the largest ATM network in the U.K., with over 18,000 ATMs, which is over 25% of all the ATMs in the country. As a result, our ATMs are a key part of the payment infrastructure in the country, and we expect to leverage our network and capabilities as banks in this market continue to reduce their physical footprints. In light of changes to the LINK interchange rate that included a 5% decrease that came into effect on July 1, 2018 and a second additional 5% decrease in the LINK interchange rate that was enacted January 1, 2019, we have changed certain of our ATMs to pay-to-use, whereby we no longer receive interchange from the customer’s bank, but instead, the customer now pays us a convenience fee. We have also removed certain ATMs from service and have taken other measures to mitigate the impact of this rate reduction. For additional information, see Decrease in interchange rates below. We believe there are opportunities with financial institutions in this market to outsource certain components of their ATM operations and we are actively working to grow our offerings for such services.
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•
|
Germany. There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations. The top four independent ATM deployers, including Cardtronics, continue to account for less than 10% of the market as of December 31, 2019. We are presently the largest independent ATM deployer in Germany with over 1,500 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 now also partner with a major retail bank to provide free-to-use access to their customers at our ATMs.
|
•
|
Canada. We currently operate approximately 10,000 ATMs in this market and estimate that there are currently approximately 68,000 ATMs in total in the Canadian market. We plan to grow in this market through a combination of new merchant and financial institution partners.
|
•
|
Mexico. There are approximately 50,000 ATMs operating in Mexico, most of which are owned by national and regional financial institutions. We currently operate approximately 1,000 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 50,000 ATMs of which we currently operate approximately 1%. We plan to continue to grow in this market through additional merchant and financial institution relationships. Recently, most of our growth in this market has been driven by ATM placements in tourist locations.
|
•
|
Australia and New Zealand. In January 2017, in connection with our acquisition of DCPayments, we expanded operations into Australia and New Zealand. Our business in Australia has been adversely impacted by the removal of ATM access fees by the major banks in this market to non-customers. The Australian and New Zealand ATM market is comprised of over 30,000 ATMs and we are the largest independent ATM deployer in this region with approximately 9,000 ATMs. For further information regarding the removal of ATM access fees, see Australia market changes and asset impairment below. We believe there are opportunities for longer-term growth in Australia which would likely include expansion of services to financial institutions in this market.
|
•
|
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 and partnering with financial institutions. We expect to continue to grow in this market with retailers and financial institutions. We operate approximately over 4,000 ATMs in South Africa and estimate that this market has nearly 35,000 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 fluctuations of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by approximately $30.1 million, or 2.2%, for the year ended December 31, 2019 as compared to the prior year.
|
•
|
Acquisitions. The results of operations for any acquired entities during a particular year have been included in our consolidated financial statements for that year since the respective dates of acquisition. Similarly, the results of operations for any divested operations have been excluded from our consolidated financial statements since the dates of divestiture.
|
•
|
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 approximately 12.5% of total revenues for the year ended 2017 and less than 1% of total revenues in 2018 and none in 2019.
|
•
|
Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with merchants. In the U.S. and Canada, 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 (surcharge) 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. The Company earns both surcharge and interchange in Spain. 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 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 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 fee paid by the financial institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge fee. Under the Company’s Allpoint surcharge-free network, financial institutions that participate pay a fixed monthly fee per cardholder and/or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
|
•
|
Managed services and processing revenues. Under managed service agreements, the Company provides various forms of ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under processing arrangements, the Company provides transaction processing services to merchants, financial institutions, and third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally earned by the customer and the Company typically receives a fixed fee per transaction and/or a periodic management fee per ATM in return for providing the agreed-upon operating services. The managed services and processing fees are recognized as the related services are provided to the customers.
|
|
Year Ended
December 31,
|
||||
|
2019
|
|
2018
|
||
Surcharge revenue
|
46.4
|
%
|
|
44.1
|
%
|
Interchange revenue
|
27.8
|
|
|
32.4
|
|
Bank-branding and surcharge-free network revenues
|
15.8
|
|
|
13.9
|
|
Managed services and processing revenues
|
10.0
|
|
|
9.6
|
|
Total ATM operating revenues
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Merchant commissions. We pay our merchants a fee for allowing us an exclusive right to place our ATM at their location. The fee amount depends on a variety of factors, including the type of arrangement under which the ATM is placed, the type of location, and the number of transactions on that ATM.
|
•
|
Vault cash rental expense. We pay monthly fees to our vault cash providers for renting the vault cash that is maintained in our ATMs. The fees we pay under our arrangements with our vault cash providers are based on market rates of interest; therefore, changes in the general level of interest rates affect our cost of cash. In order to limit our exposure to increases in interest rates, we have entered into a number of interest rate derivatives of varying notional amounts through 2024 for our current and anticipated outstanding vault cash rental obligations. This cost category also includes the income/expense realized from interest rate derivatives designated as hedges of our vault cash rental expense.
|
•
|
Other costs of cash. Other costs of cash includes all costs associated with the provision of cash for our ATMs except for vault cash rental expense, including third-party armored courier services, cash insurance, reconciliation of ATM cash balances, associated bank fees, and other costs. This category excludes the cost of our wholly-owned cash delivery operation in the U.K., as those costs are reported in the Other expenses line described below.
|
•
|
Repairs and maintenance. Depending on the type of arrangement with the merchant, we may be responsible for first and/or second-line maintenance for the ATM. In most of our markets, we generally use third-parties with national operations to provide these services. In the U.K., Australia, Canada, and South Africa, we also maintain in-house technicians to service our ATMs and those costs are reported in the Other expenses line described below.
|
•
|
Communications. Under our Company-owned arrangements, we are usually responsible for the expenses associated with providing telecommunications capabilities to the ATMs allowing them to connect with the applicable EFT networks.
|
•
|
Transaction processing. We own and operate EFT transaction processing platforms, through which the majority of our ATMs are driven and monitored. We also utilize third-party processors to gateway certain transactions to the EFT networks for authorization by the cardholders’ financial institutions and to settle transactions. As a result of our past acquisitions, we have inherited transaction processing contracts with certain third-party providers that have varying lengths of remaining contractual terms. Over the next few years, we plan to convert the majority of our ATMs currently operating under these contracts to our own EFT transaction processing platforms.
|
•
|
Other expenses. Other expenses primarily consist of direct operations expenses, which are costs associated with managing our ATM network, including expenses for monitoring the ATMs, program managers, technicians, cash ordering and
|
•
|
Cost of ATM product sales. In connection with the sale of ATM and ATM-related equipment to merchants and distributors, we incur costs associated with purchasing the ATM equipment from manufacturers, as well as delivery and installation expenses. Additionally, this category includes costs related to providing maintenance services to third-party customers in the U.K.
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
||||||||
|
(In thousands, excluding percentages)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
ATM operating revenues
|
$
|
1,281,106
|
|
94.9
|
%
|
|
$
|
1,292,930
|
|
96.1
|
%
|
ATM product sales and other revenues
|
68,299
|
|
5.1
|
|
|
52,313
|
|
3.9
|
|
||
Total revenues (1)
|
1,349,405
|
|
100.0
|
|
|
1,345,243
|
|
100.0
|
|
||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below.) (2)
|
830,359
|
|
61.5
|
|
|
855,948
|
|
63.6
|
|
||
Cost of ATM product sales and other revenues
|
54,620
|
|
4.0
|
|
|
41,835
|
|
3.1
|
|
||
Total cost of revenues
|
884,979
|
|
65.6
|
|
|
897,783
|
|
66.7
|
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||
Selling, general, and administrative expenses (3)
|
177,474
|
|
13.2
|
|
|
170,490
|
|
12.7
|
|
||
Restructuring expenses
|
8,928
|
|
0.7
|
|
|
6,586
|
|
0.5
|
|
||
Acquisition related expenses
|
—
|
|
—
|
|
|
3,191
|
|
0.2
|
|
||
Depreciation and accretion expense
|
130,676
|
|
9.7
|
|
|
126,199
|
|
9.4
|
|
||
Amortization of intangible assets
|
49,261
|
|
3.7
|
|
|
52,911
|
|
3.9
|
|
||
Loss on disposal and impairment of assets (4)
|
11,653
|
|
0.9
|
|
|
17,873
|
|
1.3
|
|
||
Total operating expenses
|
377,992
|
|
28.0
|
|
|
377,250
|
|
28.0
|
|
||
Income from operations
|
86,434
|
|
6.4
|
|
|
70,210
|
|
5.2
|
|
||
Other expenses:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
26,604
|
|
2.0
|
|
|
35,429
|
|
2.6
|
|
||
Amortization of deferred financing costs and note discount
|
13,447
|
|
1.0
|
|
|
14,887
|
|
1.1
|
|
||
Redemption costs for early extinguishment of debt
|
—
|
|
—
|
|
|
6,408
|
|
0.5
|
|
||
Other income (5)
|
(18,404
|
)
|
(1.4
|
)
|
|
(627
|
)
|
—
|
|
||
Total other expenses
|
21,647
|
|
1.6
|
|
|
56,097
|
|
4.2
|
|
||
Income before income taxes
|
64,787
|
|
4.8
|
|
|
14,113
|
|
1.0
|
|
||
Income tax expense
|
16,522
|
|
1.2
|
|
|
10,457
|
|
0.8
|
|
||
Net income
|
48,265
|
|
3.6
|
|
|
3,656
|
|
0.3
|
|
||
Net loss attributable to noncontrolling interests
|
(9
|
)
|
—
|
|
|
(20
|
)
|
—
|
|
||
Net income attributable to controlling interests and available to common shareholders
|
$
|
48,274
|
|
3.6
|
%
|
|
$
|
3,676
|
|
0.3
|
%
|
(1)
|
Effective January 1, 2018, we adopted Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers using the modified retrospective approach.
|
(2)
|
Excludes effects of depreciation, accretion, and amortization of intangible assets of $146.4 million and $145.7 million for the years ended December 31, 2019 and 2018, respectively. See Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (d) Cost of ATM Operating Revenues Presentation. The inclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 10.8% and 10.8% for the years ended December 31, 2019 and 2018, respectively.
|
(3)
|
Includes share-based compensation expense of $19.5 million and $14.9 million for the years ended December 31, 2019 and 2018, respectively.
|
(4)
|
The year ended December 31, 2019 includes $11.7 million of impairment and disposal losses including a goodwill impairment of $7.3 million on our Canada reporting unit. See Loss on Disposal and Impairment of Assets for additional information.
|
(5)
|
Other income includes mark-to-market gains associated with the acquisition-related contingent consideration of $21.9 million and losses of $1.9 million in the years ended December 31, 2019 and 2018, respectively. Other income also includes foreign exchange remeasurement gains and losses pertaining to the recognized acquisition-related contingent consideration liability. The Company recognized remeasurement losses of $0.5 million and $6.2 in the years ended December 31, 2019 and 2018, respectively.
|
|
Year Ended
December 31, |
|||||||
|
2019
|
|
% Change
|
|
2018
|
|||
Ending number of transacting ATMs:
|
|
|
|
|
|
|||
North America
|
43,562
|
|
|
0.8
|
%
|
|
43,233
|
|
Europe & Africa
|
23,992
|
|
|
0.9
|
%
|
|
23,768
|
|
Australia & New Zealand
|
6,928
|
|
|
(8.7
|
)%
|
|
7,585
|
|
Total Company-owned(1)
|
74,482
|
|
|
(0.1
|
)%
|
|
74,586
|
|
|
|
|
|
|
|
|||
North America
|
13,621
|
|
|
1.6
|
%
|
|
13,406
|
|
Europe & Africa
|
232
|
|
|
0.4
|
%
|
|
231
|
|
Total Merchant-owned
|
13,853
|
|
|
1.6
|
%
|
|
13,637
|
|
|
|
|
|
|
|
|||
Managed Services and Processing:
|
|
|
|
|
|
|
||
North America (2)
|
196,681
|
|
|
44.3
|
%
|
|
136,288
|
|
Australia & New Zealand
|
1,757
|
|
|
(15.3
|
)%
|
|
2,074
|
|
Ending number of transacting ATMs – Managed services and processing (1)
|
198,438
|
|
|
43.4
|
%
|
|
138,362
|
|
|
|
|
|
|
|
|||
Total ending number of transacting ATMs
|
286,773
|
|
|
26.6
|
%
|
|
226,585
|
|
(1)
|
Company-owned ATMs that are deployed under managed services agreements are classified under Managed Services and Processing.
|
(2)
|
In May 2019, the Company completed the acquisition of ATM processing contracts to provide transaction processing services for approximately 62,000 ATMs. This transaction added approximately 40,000 ATMs to the average number of transacting ATMs for the year ended December 31, 2019.
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
Average number of transacting ATMs:
|
|
|
|
|
|
|||||
North America
|
43,388
|
|
|
(2.5
|
)%
|
|
44,513
|
|
||
Europe & Africa
|
23,875
|
|
|
(3.0
|
)%
|
|
24,609
|
|
||
Australia & New Zealand
|
7,373
|
|
|
(7.7
|
)%
|
|
7,988
|
|
||
Total Company-owned (1)
|
74,636
|
|
|
(3.2
|
)%
|
|
77,110
|
|
||
|
|
|
|
|
|
|||||
North America
|
13,998
|
|
|
(0.2
|
)%
|
|
14,030
|
|
||
Europe & Africa
|
241
|
|
|
57.5
|
%
|
|
153
|
|
||
Total Merchant-owned
|
14,239
|
|
|
0.4
|
%
|
|
14,183
|
|
||
|
|
|
|
|
|
|||||
Managed Services and Processing:
|
|
|
|
|
|
|
||||
North America (2)
|
176,828
|
|
|
30.2
|
%
|
|
135,796
|
|
||
Australia & New Zealand
|
1,762
|
|
|
(16.1
|
)%
|
|
2,101
|
|
||
Average number of transacting ATMs – Managed services and processing (1)
|
178,590
|
|
|
29.5
|
%
|
|
137,897
|
|
||
|
|
|
|
|
|
|||||
Total average number of transacting ATMs
|
267,465
|
|
|
16.7
|
%
|
|
229,190
|
|
||
|
|
|
|
|
|
|||||
Total transactions (in thousands):
|
|
|
|
|
|
|
||||
ATM operations (3)
|
1,219,085
|
|
|
(8.3
|
)%
|
|
1,328,971
|
|
||
Managed services and processing, net
|
1,427,329
|
|
|
25.6
|
%
|
|
1,136,188
|
|
||
Total transactions
|
2,646,414
|
|
|
7.4
|
%
|
|
2,465,159
|
|
||
|
|
|
|
|
|
|||||
Total cash withdrawal transactions (in thousands):
|
|
|
|
|
|
|
||||
ATM operations (3)
|
807,188
|
|
|
(6.7
|
)%
|
|
864,923
|
|
||
|
|
|
|
|
|
|||||
Per ATM per month amounts (excludes managed services and processing):
|
|
|
|
|
|
|
|
|
||
Cash withdrawal transactions (3)
|
757
|
|
|
(4.1
|
)%
|
|
789
|
|
||
|
|
|
|
|
|
|||||
ATM operating revenues
|
$
|
1,100
|
|
|
1.2
|
%
|
|
$
|
1,087
|
|
Cost of ATM operating revenues (4)
|
731
|
|
|
(1.3
|
)%
|
|
741
|
|
||
ATM adjusted operating gross profit (4)
|
$
|
369
|
|
|
6.6
|
%
|
|
$
|
346
|
|
|
|
|
|
|
|
|||||
ATM adjusted operating gross profit margin
|
33.5
|
%
|
|
|
|
|
31.8
|
%
|
(1)
|
Company-owned ATMs that are deployed under managed services agreements are classified under Managed Services and Processing.
|
(2)
|
In May 2019, the Company completed the acquisition of ATM processing contracts to provide transaction processing services for approximately 62,000 ATMs. This transaction added approximately 40,000 ATMs to the average number of transacting ATMs for the year ended December 31, 2019.
|
(3)
|
Total transactions from ATM operations of approximately 1.2 billion include withdrawal transactions of 807.2 million as well as other non-monetary transactions such as balance inquiries and funds transfers. The 8% decline in total transactions from ATM operations is primarily due to our U.K. ATM operations and our conversion of a significant number of ATMs from free-to-use to pay-to-use and removal of over 3,000 ATMs in response to the two 5% decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019. The decline in transactions is also due to our Australia & New Zealand ATM operations where in our continued response to market changes we deployed fewer ATMs and realized fewer transactions per ATM. The decline in cash withdrawal transactions per ATM is also attributable to these same factors, partially offset by increases in the number of withdrawal transactions per ATM in our U.S. business.
|
(4)
|
Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying Consolidated Statements of Operations. For additional information, see Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies – (d) Cost of ATM Operating Revenues Presentation.
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
North America
|
|
|
|
|
|
|
|
|
||
ATM operating revenues
|
$
|
803,955
|
|
|
2.1
|
%
|
|
$
|
787,514
|
|
ATM product sales and other revenues
|
59,559
|
|
|
39.6
|
%
|
|
42,665
|
|
||
North America total revenues
|
863,514
|
|
|
4.0
|
%
|
|
830,179
|
|
||
Europe & Africa
|
|
|
|
|
|
|
||||
ATM operating revenues
|
388,091
|
|
|
(3.1
|
)%
|
|
400,391
|
|
||
ATM product sales and other revenues
|
8,229
|
|
|
(12.3
|
)%
|
|
9,379
|
|
||
Europe & Africa total revenues
|
396,320
|
|
|
(3.3
|
)%
|
|
409,770
|
|
||
Australia & New Zealand
|
|
|
|
|
|
|
||||
ATM operating revenues
|
99,552
|
|
|
(15.0
|
)%
|
|
117,138
|
|
||
ATM product sales and other revenues
|
511
|
|
|
90.0
|
%
|
|
269
|
|
||
Australia & New Zealand total revenues
|
100,063
|
|
|
(14.8
|
)%
|
|
117,407
|
|
||
|
|
|
|
|
|
|||||
Eliminations
|
(10,492
|
)
|
|
(13.4
|
)%
|
|
(12,113
|
)
|
||
|
|
|
|
|
|
|||||
Total ATM operating revenues
|
1,281,106
|
|
|
(0.9
|
)%
|
|
1,292,930
|
|
||
Total ATM product sales and other revenues
|
68,299
|
|
|
30.6
|
%
|
|
52,313
|
|
||
Total revenues
|
$
|
1,349,405
|
|
|
0.3
|
%
|
|
$
|
1,345,243
|
|
|
Year Ended
December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(In thousands, excluding percentages)
|
|||||||||||||
North America
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
$
|
349,346
|
|
|
$
|
359,154
|
|
|
$
|
(9,808
|
)
|
|
(2.7
|
)%
|
Interchange revenues
|
138,557
|
|
|
143,803
|
|
|
(5,246
|
)
|
|
(3.6
|
)%
|
|||
Bank-branding and surcharge-free network revenues
|
201,210
|
|
|
179,760
|
|
|
21,450
|
|
|
11.9
|
%
|
|||
Managed services and processing revenues
|
114,842
|
|
|
104,797
|
|
|
10,045
|
|
|
9.6
|
%
|
|||
North America total ATM operating revenues
|
803,955
|
|
|
787,514
|
|
|
16,441
|
|
|
2.1
|
%
|
|||
Europe & Africa
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
164,606
|
|
|
120,906
|
|
|
43,700
|
|
|
36.1
|
%
|
|||
Interchange revenues
|
213,106
|
|
|
269,064
|
|
|
(55,958
|
)
|
|
(20.8
|
)%
|
|||
Bank-branding and surcharge-free network revenues
|
958
|
|
|
—
|
|
|
958
|
|
|
n/m
|
|
|||
Managed services and processing revenues
|
9,421
|
|
|
10,421
|
|
|
(1,000
|
)
|
|
(9.6
|
)%
|
|||
Europe & Africa total ATM operating revenues
|
388,091
|
|
|
400,391
|
|
|
(12,300
|
)
|
|
(3.1
|
)%
|
|||
Australia & New Zealand
|
|
|
|
|
|
|
|
|||||||
Surcharge revenues
|
79,880
|
|
|
90,110
|
|
|
(10,230
|
)
|
|
(11.4
|
)%
|
|||
Interchange revenues
|
4,558
|
|
|
5,451
|
|
|
(893
|
)
|
|
(16.4
|
)%
|
|||
Managed services and processing revenues
|
15,114
|
|
|
21,577
|
|
|
(6,463
|
)
|
|
(30.0
|
)%
|
|||
Australia & New Zealand total ATM operating revenues
|
99,552
|
|
|
117,138
|
|
|
(17,586
|
)
|
|
(15.0
|
)%
|
|||
Eliminations
|
(10,492
|
)
|
|
(12,113
|
)
|
|
1,621
|
|
|
(13.4
|
)%
|
|||
Total ATM operating revenues
|
$
|
1,281,106
|
|
|
$
|
1,292,930
|
|
|
$
|
(11,824
|
)
|
|
(0.9
|
)%
|
|
|
|
Year Ended
December 31,
|
||||||||
|
2019
|
|
% Change
|
|
2018
|
||||
|
(In thousands, excluding percentages)
|
||||||||
North America
|
|
|
|
|
|
|
|
||
Cost of ATM operating revenues
|
$
|
527,135
|
|
|
(0.1)%
|
|
$
|
527,879
|
|
Cost of ATM product sales and other revenues
|
50,167
|
|
|
35.6%
|
|
37,009
|
|
||
North America total cost of revenue
|
577,302
|
|
|
2.2%
|
|
564,888
|
|
||
Europe & Africa
|
|
|
|
|
|
||||
Cost of ATM operating revenues
|
241,822
|
|
|
(4.3)%
|
|
252,789
|
|
||
Cost of ATM product sales and other revenues
|
3,540
|
|
|
(5.7)%
|
|
3,753
|
|
||
Europe & Africa total cost of revenues
|
245,362
|
|
|
(4.4)%
|
|
256,542
|
|
||
Australia & New Zealand
|
|
|
|
|
|
||||
Cost of ATM operating revenues
|
70,368
|
|
|
(17.9)%
|
|
85,741
|
|
||
Cost of ATM product sales and other revenues
|
913
|
|
|
(14.9)%
|
|
1,073
|
|
||
Australia & New Zealand total cost of revenues
|
71,281
|
|
|
(17.9)%
|
|
86,814
|
|
||
|
|
|
|
|
|
||||
Corporate
|
1,528
|
|
|
93.9%
|
|
788
|
|
||
|
|
|
|
|
|
||||
Eliminations
|
(10,494
|
)
|
|
(6.7)%
|
|
(11,249
|
)
|
||
|
|
|
|
|
|
||||
Cost of ATM operating revenues
|
830,359
|
|
|
(3.0)%
|
|
855,948
|
|
||
Cost of ATM product sales and other revenues
|
54,620
|
|
|
30.6%
|
|
41,835
|
|
||
Total cost of revenues
|
$
|
884,979
|
|
|
(1.4)%
|
|
$
|
897,783
|
|
|
Year Ended
December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
(In thousands, excluding percentages)
|
|||||||||||||
Cost of ATM operating revenues
|
|
|
|
|
|
|
|
|||||||
North America
|
|
|
|
|
|
|
|
|||||||
Merchant commissions
|
$
|
256,992
|
|
|
$
|
265,110
|
|
|
$
|
(8,118
|
)
|
|
(3.1
|
)%
|
Vault cash rental
|
48,740
|
|
|
48,056
|
|
|
684
|
|
|
1.4
|
|
|||
Other costs of cash
|
63,479
|
|
|
58,492
|
|
|
4,987
|
|
|
8.5
|
|
|||
Repairs and maintenance
|
52,450
|
|
|
45,368
|
|
|
7,082
|
|
|
15.6
|
|
|||
Communications
|
13,443
|
|
|
15,760
|
|
|
(2,317
|
)
|
|
(14.7
|
)
|
|||
Transaction processing
|
8,559
|
|
|
5,911
|
|
|
2,648
|
|
|
44.8
|
|
|||
Employee costs
|
31,954
|
|
|
34,624
|
|
|
(2,670
|
)
|
|
(7.7
|
)
|
|||
Other expenses
|
51,518
|
|
|
54,558
|
|
|
(3,040
|
)
|
|
(5.6
|
)
|
|||
North America total cost of ATM operating revenues
|
527,135
|
|
|
527,879
|
|
|
(744
|
)
|
|
(0.1
|
)
|
|||
Europe & Africa
|
|
|
|
|
|
|
|
|
||||||
Merchant commissions
|
94,249
|
|
|
103,203
|
|
|
(8,954
|
)
|
|
(8.7
|
)
|
|||
Vault cash rental
|
14,783
|
|
|
14,391
|
|
|
392
|
|
|
2.7
|
|
|||
Other costs of cash
|
21,512
|
|
|
23,820
|
|
|
(2,308
|
)
|
|
(9.7
|
)
|
|||
Repairs and maintenance
|
14,109
|
|
|
14,972
|
|
|
(863
|
)
|
|
(5.8
|
)
|
|||
Communications
|
10,740
|
|
|
12,592
|
|
|
(1,852
|
)
|
|
(14.7
|
)
|
|||
Transaction processing
|
22,195
|
|
|
22,315
|
|
|
(120
|
)
|
|
(0.5
|
)
|
|||
Employee costs
|
42,160
|
|
|
44,584
|
|
|
(2,424
|
)
|
|
(5.4
|
)
|
|||
Other expenses
|
22,074
|
|
|
16,912
|
|
|
5,162
|
|
|
30.5
|
|
|||
Europe & Africa total cost of ATM operating revenues
|
241,822
|
|
|
252,789
|
|
|
(10,967
|
)
|
|
(4.3
|
)
|
|||
Australia & New Zealand
|
|
|
|
|
|
|
|
|||||||
Merchant commissions
|
38,866
|
|
|
47,345
|
|
|
(8,479
|
)
|
|
(17.9
|
)
|
|||
Vault cash rental
|
6,833
|
|
|
8,947
|
|
|
(2,114
|
)
|
|
(23.6
|
)
|
|||
Other costs of cash
|
6,532
|
|
|
7,898
|
|
|
(1,366
|
)
|
|
(17.3
|
)
|
|||
Repairs and maintenance
|
7,167
|
|
|
9,250
|
|
|
(2,083
|
)
|
|
(22.5
|
)
|
|||
Communications
|
2,565
|
|
|
3,477
|
|
|
(912
|
)
|
|
(26.2
|
)
|
|||
Transaction processing
|
2,163
|
|
|
2,355
|
|
|
(192
|
)
|
|
(8.2
|
)
|
|||
Employee costs
|
4,380
|
|
|
5,308
|
|
|
(928
|
)
|
|
(17.5
|
)
|
|||
Other expenses
|
1,862
|
|
|
1,161
|
|
|
701
|
|
|
60.4
|
|
|||
Australia & New Zealand total cost of ATM operating revenues
|
70,368
|
|
|
85,741
|
|
|
(15,373
|
)
|
|
(17.9
|
)
|
|||
Corporate
|
1,528
|
|
|
788
|
|
|
740
|
|
|
93.9
|
|
|||
Eliminations
|
(10,494
|
)
|
|
(11,249
|
)
|
|
755
|
|
|
(6.7
|
)
|
|||
Total cost of ATM operating revenues
|
$
|
830,359
|
|
|
$
|
855,948
|
|
|
$
|
(25,589
|
)
|
|
(3.0
|
)%
|
|
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Selling, general, and administrative expenses
|
$
|
158,000
|
|
|
1.5
|
%
|
|
$
|
155,618
|
|
Share-based compensation expense
|
19,474
|
|
|
30.9
|
%
|
|
14,872
|
|
||
Total selling, general, and administrative expenses
|
$
|
177,474
|
|
|
4.1
|
%
|
|
$
|
170,490
|
|
Percentage of total revenues:
|
|
|
|
|
|
|||||
Selling, general, and administrative expenses
|
11.7
|
%
|
|
|
|
11.6
|
%
|
|||
Share-based compensation expense
|
1.4
|
|
|
|
|
1.1
|
|
|||
Total selling, general, and administrative expenses
|
13.2
|
%
|
|
|
|
12.7
|
%
|
|
Year Ended
December 31,
|
||||||||
|
2019
|
|
% Change
|
|
2018
|
||||
|
(In thousands, excluding percentages)
|
||||||||
Acquisition related expenses
|
$
|
—
|
|
|
nm
|
|
$
|
3,191
|
|
|
|
|
|
|
|
||||
Percentage of total revenues
|
—
|
%
|
|
|
|
0.2
|
%
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Depreciation and accretion expense
|
$
|
130,676
|
|
|
3.5
|
%
|
|
$
|
126,199
|
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
9.7
|
%
|
|
|
|
9.4
|
%
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Amortization of intangible assets
|
$
|
49,261
|
|
|
(6.9
|
)%
|
|
$
|
52,911
|
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
3.7
|
%
|
|
|
|
3.9
|
%
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Loss on disposal and impairment of assets
|
$
|
11,653
|
|
|
(34.8
|
)%
|
|
$
|
17,873
|
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
0.9
|
%
|
|
|
|
1.3
|
%
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Interest expense, net
|
$
|
26,604
|
|
|
(24.9
|
)%
|
|
$
|
35,429
|
|
|
|
|
|
|
|
|||||
Percentage of total revenues
|
2.0
|
%
|
|
|
|
2.6
|
%
|
|
Year Ended
December 31,
|
|||||||||
|
2019
|
|
% Change
|
|
2018
|
|||||
|
(In thousands, excluding percentages)
|
|||||||||
Income tax expense
|
$
|
16,522
|
|
|
58.0
|
%
|
|
$
|
10,457
|
|
|
|
|
|
|
|
|||||
Effective tax rate
|
25.5
|
%
|
|
|
|
74.1
|
%
|
|
Year Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income attributable to controlling interests and available to common shareholders
|
$
|
48,274
|
|
|
$
|
3,676
|
|
Adjustments:
|
|
|
|
||||
Interest expense, net
|
26,604
|
|
|
35,429
|
|
||
Amortization of deferred financing costs and note discount
|
13,447
|
|
|
14,887
|
|
||
Redemption costs for early extinguishment of debt
|
—
|
|
|
6,408
|
|
||
Income tax expense
|
16,522
|
|
|
10,457
|
|
||
Depreciation and accretion expense
|
130,676
|
|
|
126,199
|
|
||
Amortization of intangible assets
|
49,261
|
|
|
52,911
|
|
||
EBITDA
|
284,784
|
|
|
249,967
|
|
||
|
|
|
|
||||
Add back:
|
|
|
|
|
|
||
Loss on disposal and impairment of assets (1)
|
11,653
|
|
|
17,873
|
|
||
Other income (2)
|
(18,404
|
)
|
|
(627
|
)
|
||
Noncontrolling interests (3)
|
58
|
|
|
38
|
|
||
Share-based compensation expense
|
20,962
|
|
|
15,660
|
|
||
Restructuring expenses (4)
|
8,928
|
|
|
6,586
|
|
||
Acquisition related expenses (5)
|
—
|
|
|
3,191
|
|
||
Adjusted EBITDA
|
307,981
|
|
|
292,688
|
|
||
Less:
|
|
|
|
|
|
||
Depreciation and accretion expense (6)
|
130,675
|
|
|
126,197
|
|
||
Interest expense, net
|
26,604
|
|
|
35,429
|
|
||
Adjusted pre-tax income
|
150,702
|
|
|
131,062
|
|
||
Income tax expense (7)
|
34,877
|
|
|
31,529
|
|
||
Adjusted Net Income
|
$
|
115,825
|
|
|
$
|
99,533
|
|
|
|
|
|
||||
Adjusted Net Income per share – basic
|
$
|
2.54
|
|
|
$
|
2.16
|
|
Adjusted Net Income per share – diluted
|
$
|
2.52
|
|
|
$
|
2.14
|
|
|
|
|
|
|
|||
Weighted average shares outstanding – basic
|
45,514,703
|
|
|
45,988,775
|
|
||
Weighted average shares outstanding – diluted
|
46,015,334
|
|
|
46,436,439
|
|
(1)
|
Includes a goodwill impairment of $7.3 million on the Canada reporting unit during the year ended December 31, 2019.
|
(2)
|
Includes the revaluation of the estimated acquisition related contingent consideration, foreign currency translation gains/losses and other non-operating costs.
|
(3)
|
Noncontrolling interest adjustment made such that Adjusted EBITDA includes only our ownership interest in the Adjusted EBITDA of one of our Mexican subsidiaries.
|
(4)
|
For the years ended December 31, 2019 and 2018, restructuring activities included workforce reductions, costs incurred in conjunction with facilities closures, professional fees and other related charges.
|
(5)
|
Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs.
|
(6)
|
Amounts exclude a portion of the expenses incurred by one of our Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.
|
(7)
|
For the years ended December 31, 2019 and 2018, the non-GAAP tax rate used to calculate Adjusted Net Income was 23.1% and 24.1%, respectively, which represents our U.S. GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income.
|
Consolidated revenue
|
Year Ended
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||
ATM operating revenues
|
$
|
1,281,106
|
|
|
$
|
29,450
|
|
|
$
|
1,310,556
|
|
|
$
|
1,292,930
|
|
|
(0.9
|
)%
|
|
1.4
|
%
|
ATM product sales and other revenues
|
68,299
|
|
|
657
|
|
|
68,956
|
|
|
52,313
|
|
|
30.6
|
|
|
31.8
|
|
||||
Total revenues
|
$
|
1,349,405
|
|
|
$
|
30,107
|
|
|
$
|
1,379,512
|
|
|
$
|
1,345,243
|
|
|
0.3
|
%
|
|
2.5
|
%
|
|
|
North America revenue
|
Year Ended
December 31, |
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP |
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP |
|
U.S.
GAAP |
|
Constant - Currency
|
||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||
ATM operating revenues
|
$
|
803,955
|
|
|
$
|
3,069
|
|
|
$
|
807,024
|
|
|
$
|
787,514
|
|
|
2.1
|
%
|
|
2.5
|
%
|
ATM product sales and other revenues
|
59,559
|
|
|
91
|
|
|
59,650
|
|
|
42,665
|
|
|
39.6
|
|
|
39.8
|
|
||||
Total revenues
|
$
|
863,514
|
|
|
$
|
3,160
|
|
|
$
|
866,674
|
|
|
$
|
830,179
|
|
|
4.0
|
%
|
|
4.4
|
%
|
|
|
Europe & Africa revenue
|
Year Ended
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U. S.
GAAP
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
|
(In thousands)
|
|
|
|
|
|
|||||||||||||||
ATM operating revenues
|
$
|
388,091
|
|
|
$
|
18,914
|
|
|
$
|
407,005
|
|
|
$
|
400,390
|
|
|
(3.1
|
)%
|
|
1.7
|
%
|
ATM product sales and other revenues
|
8,229
|
|
|
496
|
|
|
8,725
|
|
|
9,379
|
|
|
(12.3
|
)
|
|
(7.0
|
)
|
||||
Total revenues
|
$
|
396,320
|
|
|
$
|
19,410
|
|
|
$
|
415,730
|
|
|
$
|
409,769
|
|
|
(3.3
|
)%
|
|
1.5
|
%
|
|
|
Australia & New Zealand revenue
|
Year Ended
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
U.S.
GAAP
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
U.S.
GAAP
|
|
U.S.
GAAP
|
|
Constant - Currency
|
||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||
ATM operating revenues
|
$
|
99,552
|
|
|
$
|
7,466
|
|
|
$
|
107,018
|
|
|
$
|
117,138
|
|
|
(15.0
|
)%
|
|
(8.6
|
)%
|
ATM product sales and other revenues
|
511
|
|
|
41
|
|
|
552
|
|
|
269
|
|
|
90.0
|
|
|
105.2
|
|
||||
Total revenues
|
$
|
100,063
|
|
|
$
|
7,507
|
|
|
$
|
107,570
|
|
|
$
|
117,407
|
|
|
(14.8
|
)%
|
|
(8.4
|
)%
|
|
|
|
Year Ended
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
||||||||||||||||
|
Non -
GAAP (1)
|
|
Foreign Currency Impact
|
|
Constant - Currency
|
|
Non -
GAAP (1)
|
|
Non -
GAAP (1)
|
|
Constant - Currency
|
||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||
Adjusted EBITDA
|
$
|
307,981
|
|
|
$
|
6,819
|
|
|
$
|
314,800
|
|
|
$
|
292,688
|
|
|
5.2
|
%
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted Net Income
|
$
|
115,825
|
|
|
$
|
2,486
|
|
|
$
|
118,311
|
|
|
$
|
99,533
|
|
|
16.4
|
%
|
|
18.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted Net Income per share – diluted (2)
|
$
|
2.52
|
|
|
$
|
0.05
|
|
|
$
|
2.57
|
|
|
$
|
2.14
|
|
|
17.8
|
%
|
|
20.1
|
%
|
(1)
|
As reported on Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders’ to EBITDA, Adjusted EBITDA, and Adjusted Net Income above.
|
|
|
|
Year Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
204,659
|
|
|
$
|
334,202
|
|
Restricted cash settlement activity (1)
|
70,482
|
|
|
(109,093
|
)
|
||
Adjusted net cash provided by operating activities
|
275,141
|
|
|
225,109
|
|
||
Net cash used in investing activities, excluding acquisitions (2)
|
(124,906
|
)
|
|
(107,205
|
)
|
||
Adjusted free cash flow
|
$
|
150,235
|
|
|
$
|
117,904
|
|
(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.
|
(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.
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Long-term debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Principal (1)
|
$
|
287,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167,227
|
|
|
$
|
300,000
|
|
|
$
|
754,727
|
|
Interest (2)
|
23,266
|
|
|
20,391
|
|
|
20,391
|
|
|
20,391
|
|
|
20,067
|
|
|
27,500
|
|
|
132,006
|
|
|||||||
Operating leases (3)
|
22,316
|
|
|
19,832
|
|
|
12,096
|
|
|
8,781
|
|
|
6,800
|
|
|
32,054
|
|
|
101,879
|
|
|||||||
Merchant obligations (4)
|
13,999
|
|
|
9,809
|
|
|
6,417
|
|
|
4,424
|
|
|
1,514
|
|
|
599
|
|
|
36,762
|
|
|||||||
Minimum service contracts
|
1,149
|
|
|
732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,881
|
|
|||||||
Open purchase orders
|
5,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,383
|
|
|||||||
Total contractual obligations
|
$
|
353,613
|
|
|
$
|
50,764
|
|
|
$
|
38,904
|
|
|
$
|
33,596
|
|
|
$
|
195,608
|
|
|
$
|
360,153
|
|
|
$
|
1,032,638
|
|
(1)
|
Represents the $287.5 million face value of our Convertible Notes, $167.2 million outstanding under our revolving credit facility, and $300.0 million face value of our 2025 Notes.
|
(2)
|
Represents the estimated interest payments associated with our long-term debt outstanding as of December 31, 2019, assuming current interest rates and the amount of debt outstanding in the periods indicated in the table above.
|
(3)
|
Our operating lease obligations increased during 2019 due to our entry into new and amended long-term facilities leases.
|
(4)
|
Includes various fixed periodic payments to merchants required under our ATM placement agreements.
|
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)
|
|
|
|
||||
£
|
500
|
|
|
0.94
|
%
|
|
January 1, 2020 – December 31, 2022
|
Notional Amounts
AUS $
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
$
|
140
|
|
|
1.59
|
%
|
|
January 1, 2020 – December 31, 2020
|
$
|
40
|
|
|
0.71
|
%
|
|
January 1, 2021 – December 31, 2021
|
North America
|
|
||
Average outstanding vault cash balance
|
$
|
1,898
|
|
Interest rate swap and cap contracts fixed notional amount
|
(1,095
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
803
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
8.03
|
|
Europe & Africa
|
|
|
|
Average outstanding vault cash balance
|
$
|
1,076
|
|
Interest rate swap contracts fixed notional amount
|
(708
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
368
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
3.68
|
|
Australia
|
|
|
|
Average outstanding vault cash balance
|
$
|
273
|
|
Interest rate swap contracts fixed notional amount
|
(103
|
)
|
|
Residual unhedged outstanding vault cash balance
|
$
|
170
|
|
|
|
||
Additional annual interest incurred on 100 basis point increase
|
$
|
1.70
|
|
Notional Amounts
U.K. £
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
£
|
50
|
|
|
0.95
|
%
|
|
January 1, 2020 – December 31, 2020
|
£
|
100
|
|
|
0.64
|
%
|
|
January 4, 2021 – December 31, 2021
|
Notional Amount U.S. $
|
|
Weighted Average Fixed Rate U.S. $/U.K. £
|
|
Settlement Dates
|
||
(In millions)
|
|
|
|
|
||
$
|
150
|
|
|
1.267
|
|
November 2, 2020 – December 1, 2020
|
|
Page
|
•
|
involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications that are used by the Company in its revenue recognition process, and
|
•
|
assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with the related contracts, processor statements or cash receipts.
|
•
|
evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available third-party market data for comparable entities,
|
•
|
developing an estimate of the reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently developed discount rate, and compared the results of our estimate of fair value to the Company’s fair value estimate, and
|
•
|
assessing the market multiple utilized in the Company’s market approach calculation by comparing it against the data for the comparable entities.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,115
|
|
|
$
|
39,940
|
|
Accounts and notes receivable, net of allowance for doubtful accounts of $5,251 and $3,005 as of December 31, 2019 and December 31, 2018, respectively
|
95,795
|
|
|
75,643
|
|
||
Inventory, net
|
10,618
|
|
|
11,392
|
|
||
Restricted cash
|
87,354
|
|
|
155,470
|
|
||
Prepaid expenses, deferred costs, and other current assets
|
84,639
|
|
|
84,386
|
|
||
Total current assets
|
308,521
|
|
|
366,831
|
|
||
Property and equipment, net of accumulated depreciation of $525,933 and $417,151 as of December 31, 2019 and December 31, 2018, respectively
|
461,277
|
|
|
460,187
|
|
||
Operating lease assets
|
76,548
|
|
|
—
|
|
||
Intangible assets, net
|
113,925
|
|
|
150,847
|
|
||
Goodwill
|
752,592
|
|
|
749,144
|
|
||
Deferred tax asset, net
|
13,159
|
|
|
8,658
|
|
||
Prepaid expenses, deferred costs, and other noncurrent assets
|
37,936
|
|
|
51,677
|
|
||
Total assets
|
$
|
1,763,958
|
|
|
$
|
1,787,344
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of other long-term liabilities
|
$
|
53,144
|
|
|
$
|
20,266
|
|
Accounts payable
|
46,478
|
|
|
39,310
|
|
||
Accrued liabilities
|
334,762
|
|
|
369,160
|
|
||
Total current liabilities
|
434,384
|
|
|
428,736
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
739,475
|
|
|
818,485
|
|
||
Asset retirement obligations
|
55,494
|
|
|
54,413
|
|
||
Deferred tax liability, net
|
46,878
|
|
|
41,198
|
|
||
Operating lease liabilities
|
69,531
|
|
|
—
|
|
||
Other long-term liabilities
|
37,870
|
|
|
67,740
|
|
||
Total liabilities
|
1,383,632
|
|
|
1,410,572
|
|
||
|
|
|
|
||||
Commitments and contingencies (See Note 19)
|
|
|
|
||||
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Ordinary shares, $0.01 nominal value; 44,676,132 and 46,134,381 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
|
447
|
|
|
461
|
|
||
Additional paid-in capital
|
332,109
|
|
|
327,009
|
|
||
Accumulated other comprehensive loss, net
|
(77,887
|
)
|
|
(66,877
|
)
|
||
Retained earnings
|
125,763
|
|
|
116,276
|
|
||
Total parent shareholders' equity
|
380,432
|
|
|
376,869
|
|
||
Noncontrolling interests
|
(106
|
)
|
|
(97
|
)
|
||
Total shareholders’ equity
|
380,326
|
|
|
376,772
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,763,958
|
|
|
$
|
1,787,344
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
ATM operating revenues
|
$
|
1,281,106
|
|
|
$
|
1,292,930
|
|
|
$
|
1,451,372
|
|
ATM product sales and other revenues
|
68,299
|
|
|
52,313
|
|
|
56,227
|
|
|||
Total revenues
|
1,349,405
|
|
|
1,345,243
|
|
|
1,507,599
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(d))
|
830,359
|
|
|
855,948
|
|
|
951,670
|
|
|||
Cost of ATM product sales and other revenues
|
54,620
|
|
|
41,835
|
|
|
47,450
|
|
|||
Total cost of revenues
|
884,979
|
|
|
897,783
|
|
|
999,120
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
177,474
|
|
|
170,490
|
|
|
174,237
|
|
|||
Redomicile-related expenses
|
—
|
|
|
—
|
|
|
782
|
|
|||
Restructuring expenses
|
8,928
|
|
|
6,586
|
|
|
10,354
|
|
|||
Acquisition related expenses
|
—
|
|
|
3,191
|
|
|
18,917
|
|
|||
Depreciation and accretion expense
|
130,676
|
|
|
126,199
|
|
|
122,036
|
|
|||
Amortization of intangible assets
|
49,261
|
|
|
52,911
|
|
|
57,866
|
|
|||
Loss on disposal and impairment of assets
|
11,653
|
|
|
17,873
|
|
|
227,796
|
|
|||
Total operating expenses
|
377,992
|
|
|
377,250
|
|
|
611,988
|
|
|||
Income (loss) from operations
|
86,434
|
|
|
70,210
|
|
|
(103,509
|
)
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
26,604
|
|
|
35,429
|
|
|
35,036
|
|
|||
Amortization of deferred financing costs and note discount
|
13,447
|
|
|
14,887
|
|
|
12,574
|
|
|||
Redemption costs for early extinguishment of debt
|
—
|
|
|
6,408
|
|
|
—
|
|
|||
Other (income) expense
|
(18,404
|
)
|
|
(627
|
)
|
|
3,524
|
|
|||
Total other expenses
|
21,647
|
|
|
56,097
|
|
|
51,134
|
|
|||
Income (loss) before income taxes
|
64,787
|
|
|
14,113
|
|
|
(154,643
|
)
|
|||
Income tax expense (benefit)
|
16,522
|
|
|
10,457
|
|
|
(9,292
|
)
|
|||
Net income (loss)
|
48,265
|
|
|
3,656
|
|
|
(145,351
|
)
|
|||
Net loss attributable to noncontrolling interests
|
(9
|
)
|
|
(20
|
)
|
|
(1
|
)
|
|||
Net income (loss) attributable to controlling interests and available to common shareholders
|
$
|
48,274
|
|
|
$
|
3,676
|
|
|
$
|
(145,350
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per common share – basic
|
$
|
1.06
|
|
|
$
|
0.08
|
|
|
$
|
(3.19
|
)
|
Net income (loss) per common share – diluted
|
$
|
1.05
|
|
|
$
|
0.08
|
|
|
$
|
(3.19
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding – basic
|
45,514,703
|
|
|
45,988,775
|
|
|
45,619,679
|
|
|||
Weighted average shares outstanding – diluted
|
46,015,334
|
|
|
46,436,439
|
|
|
45,619,679
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
48,265
|
|
|
$
|
3,656
|
|
|
$
|
(145,351
|
)
|
Unrealized (loss) gain on interest rate swap and cap contracts, net of deferred income tax (benefit) expense of ($4,839), $2,795, and $7,050 for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(18,179
|
)
|
|
8,656
|
|
|
17,029
|
|
|||
Foreign currency translation adjustments, net of deferred income tax (benefit) expense of ($242), $107, and ($1,226) for the years ended December 31, 2019, 2018, and 2017 respectively.
|
7,169
|
|
|
(41,938
|
)
|
|
56,511
|
|
|||
Other comprehensive (loss) income
|
(11,010
|
)
|
|
(33,282
|
)
|
|
73,540
|
|
|||
Total comprehensive income (loss)
|
37,255
|
|
|
(29,626
|
)
|
|
(71,811
|
)
|
|||
Less: Comprehensive loss attributable to noncontrolling interests
|
(9
|
)
|
|
(17
|
)
|
|
—
|
|
|||
Comprehensive income (loss) attributable to controlling interests
|
$
|
37,264
|
|
|
$
|
(29,609
|
)
|
|
$
|
(71,811
|
)
|
|
Common Shares
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss, Net
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
Total
|
|||||||||||||||||
Balance as of January 1, 2017
|
45,326
|
|
|
$
|
453
|
|
|
$
|
311,041
|
|
|
$
|
(107,135
|
)
|
|
$
|
252,656
|
|
|
$
|
(80
|
)
|
|
$
|
456,935
|
|
Issuance of common shares for share-based compensation, net of forfeitures
|
370
|
|
|
4
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
14,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,375
|
|
||||||
Tax payments related to share-based compensation
|
—
|
|
|
—
|
|
|
(8,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,580
|
)
|
||||||
Unrealized gain (loss) on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $7,050
|
—
|
|
|
—
|
|
|
—
|
|
|
17,029
|
|
|
(636
|
)
|
|
—
|
|
|
16,393
|
|
||||||
Net loss attributable to controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,350
|
)
|
|
—
|
|
|
(145,350
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Foreign currency translation adjustments, net of deferred income tax benefit of $1,226
|
—
|
|
|
—
|
|
|
—
|
|
|
56,511
|
|
|
—
|
|
|
2
|
|
|
56,513
|
|
||||||
Balance as of December 31, 2017
|
45,696
|
|
|
$
|
457
|
|
|
$
|
316,940
|
|
|
$
|
(33,595
|
)
|
|
$
|
106,670
|
|
|
$
|
(79
|
)
|
|
$
|
390,393
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,930
|
|
|
—
|
|
|
5,930
|
|
||||||
Issuance of common shares for share-based compensation, net of forfeitures
|
438
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
15,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,660
|
|
||||||
Tax payments related to share-based compensation
|
—
|
|
|
—
|
|
|
(5,591
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,591
|
)
|
||||||
Unrealized gain on interest rate swap and cap contracts, net of deferred income tax expense of $2,795
|
—
|
|
|
—
|
|
|
—
|
|
|
8,656
|
|
|
—
|
|
|
—
|
|
|
8,656
|
|
||||||
Net income attributable to controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,676
|
|
|
—
|
|
|
3,676
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
||||||
Foreign currency translation adjustments, net of deferred income tax expense of $107
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,938
|
)
|
|
—
|
|
|
2
|
|
|
(41,936
|
)
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|
(368
|
)
|
|
—
|
|
|
—
|
|
||||||
Issuance of common shares for share-based compensation, net of forfeitures
|
274
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Repurchase of common shares
|
(1,732
|
)
|
|
(17
|
)
|
|
(11,812
|
)
|
|
—
|
|
|
(38,423
|
)
|
|
—
|
|
|
(50,252
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
20,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,962
|
|
||||||
Tax payments related to share-based compensation
|
—
|
|
|
—
|
|
|
(4,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,050
|
)
|
||||||
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $4,839
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,547
|
)
|
|
1
|
|
|
—
|
|
|
(18,546
|
)
|
||||||
Net income attributable to controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,274
|
|
|
—
|
|
|
48,274
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Foreign currency translation adjustments, net of deferred income tax benefit of $242
|
—
|
|
|
—
|
|
|
—
|
|
|
7,169
|
|
|
3
|
|
|
—
|
|
|
7,172
|
|
||||||
Balance as of December 31, 2019
|
44,676
|
|
|
$
|
447
|
|
|
$
|
332,109
|
|
|
$
|
(77,887
|
)
|
|
$
|
125,763
|
|
|
$
|
(106
|
)
|
|
$
|
380,326
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
48,265
|
|
|
$
|
3,656
|
|
|
$
|
(145,351
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, accretion, and amortization of intangible assets
|
179,937
|
|
|
179,110
|
|
|
179,902
|
|
|||
Amortization of deferred financing costs and note discount
|
13,447
|
|
|
14,887
|
|
|
12,574
|
|
|||
Share-based compensation expense
|
20,962
|
|
|
15,660
|
|
|
14,395
|
|
|||
Deferred income tax expense (benefit)
|
6,741
|
|
|
(1,738
|
)
|
|
(16,298
|
)
|
|||
Loss on disposal and impairment of assets
|
11,653
|
|
|
17,873
|
|
|
227,796
|
|
|||
Other reserves and non-cash items
|
(16,959
|
)
|
|
153
|
|
|
5,055
|
|
|||
Redemption cost for early extinguishment of debt
|
—
|
|
|
6,408
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts and notes receivable, net
|
(20,818
|
)
|
|
28,015
|
|
|
6,616
|
|
|||
(Increase) decrease in prepaid expenses, deferred costs, and other current assets
|
(2,288
|
)
|
|
14,339
|
|
|
(18,679
|
)
|
|||
(Increase) in inventory, net
|
(3,865
|
)
|
|
(1,737
|
)
|
|
(1,673
|
)
|
|||
Decrease (increase) in other assets
|
7,971
|
|
|
7,357
|
|
|
(12,239
|
)
|
|||
Increase (decrease) in accounts payable
|
8,233
|
|
|
(2,619
|
)
|
|
(24,938
|
)
|
|||
(Decrease) increase in restricted cash liabilities
|
(70,482
|
)
|
|
109,093
|
|
|
12,583
|
|
|||
Increase (decrease) in accrued liabilities
|
35,266
|
|
|
(44,416
|
)
|
|
(10,753
|
)
|
|||
(Decrease) increase in other liabilities
|
(13,404
|
)
|
|
(11,839
|
)
|
|
1,597
|
|
|||
Net cash provided by operating activities
|
204,659
|
|
|
334,202
|
|
|
230,587
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(124,906
|
)
|
|
(107,205
|
)
|
|
(144,140
|
)
|
|||
Acquisitions, net of cash acquired
|
(9,100
|
)
|
|
(1,150
|
)
|
|
(484,602
|
)
|
|||
Net cash used in investing activities
|
(134,006
|
)
|
|
(108,355
|
)
|
|
(628,742
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit facility
|
656,326
|
|
|
882,763
|
|
|
1,081,689
|
|
|||
Repayments of borrowings under revolving credit facility
|
(752,039
|
)
|
|
(745,148
|
)
|
|
(976,161
|
)
|
|||
Proceeds from borrowings of long-term debt
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Redemption of long-term notes
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|||
Debt issuance, modification, and redemption costs
|
(1,085
|
)
|
|
(8,430
|
)
|
|
(5,704
|
)
|
|||
Tax payments related to share-based compensation
|
(4,050
|
)
|
|
(5,591
|
)
|
|
(8,504
|
)
|
|||
Proceeds from exercises of stock options
|
3
|
|
|
14
|
|
|
104
|
|
|||
Repurchase of common shares
|
(50,252
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(151,097
|
)
|
|
(126,392
|
)
|
|
391,424
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
2,503
|
|
|
(3,862
|
)
|
|
801
|
|
|||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(77,941
|
)
|
|
95,593
|
|
|
(5,930
|
)
|
|||
|
|
|
|
|
|
||||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
195,410
|
|
|
99,817
|
|
|
105,747
|
|
|||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
117,469
|
|
|
$
|
195,410
|
|
|
$
|
99,817
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
26,540
|
|
|
$
|
41,115
|
|
|
$
|
31,649
|
|
Cash paid for income taxes
|
$
|
7,699
|
|
|
$
|
851
|
|
|
$
|
6,367
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Depreciation and accretion expenses related to ATMs and ATM-related assets
|
$
|
97,124
|
|
|
$
|
92,805
|
|
|
$
|
90,138
|
|
Amortization of intangible assets
|
49,261
|
|
|
52,911
|
|
|
57,866
|
|
|||
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues
|
$
|
146,385
|
|
|
$
|
145,716
|
|
|
$
|
148,004
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
North America
|
$
|
1,226
|
|
|
$
|
3,597
|
|
|
$
|
3,668
|
|
Europe & Africa
|
3,828
|
|
|
1,646
|
|
|
2,942
|
|
|||
Corporate
|
3,874
|
|
|
1,343
|
|
|
3,744
|
|
|||
Total restructuring expenses
|
$
|
8,928
|
|
|
$
|
6,586
|
|
|
$
|
10,354
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Severance and benefits
|
$
|
2,899
|
|
|
$
|
5,952
|
|
|
$
|
7,350
|
|
Facilities closures
|
2,562
|
|
|
634
|
|
|
2,217
|
|
|||
Professional fees and other costs
|
3,467
|
|
|
—
|
|
|
787
|
|
|||
Total restructuring expenses
|
$
|
8,928
|
|
|
$
|
6,586
|
|
|
$
|
10,354
|
|
|
As of December 31, 2019
|
||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Corporate
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accrued liabilities
|
$
|
336
|
|
|
$
|
30
|
|
|
$
|
687
|
|
|
$
|
1,053
|
|
Total restructuring liabilities
|
$
|
336
|
|
|
$
|
30
|
|
|
$
|
687
|
|
|
$
|
1,053
|
|
|
As of December 31, 2018
|
||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Corporate
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
373
|
|
|
$
|
1,018
|
|
|
$
|
1,391
|
|
Other long-term liabilities
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||
Total restructuring liabilities
|
$
|
—
|
|
|
$
|
513
|
|
|
$
|
1,018
|
|
|
$
|
1,531
|
|
|
Total Restructuring Liabilities
|
||
|
(In thousands)
|
||
Restructuring liabilities as of December 31, 2016
|
$
|
—
|
|
Restructuring expenses
|
10,354
|
|
|
Payments
|
(4,971
|
)
|
|
Restructuring liabilities as of December 31, 2017
|
5,383
|
|
|
Restructuring expenses
|
6,586
|
|
|
Payments
|
(10,438
|
)
|
|
Restructuring liabilities as of December 31, 2018
|
1,531
|
|
|
Restructuring expenses
|
8,928
|
|
|
Payments
|
(7,442
|
)
|
|
Other (1)
|
(1,964
|
)
|
|
Restructuring liabilities as of December 31, 2019
|
$
|
1,053
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
30,115
|
|
|
$
|
39,940
|
|
|
$
|
51,370
|
|
Current and long-term restricted cash
|
87,354
|
|
|
155,470
|
|
|
48,447
|
|
|||
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows
|
$
|
117,469
|
|
|
$
|
195,410
|
|
|
$
|
99,817
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
ATMs
|
$
|
3,330
|
|
|
$
|
1,990
|
|
ATM spare parts and supplies
|
7,673
|
|
|
9,572
|
|
||
Total inventory
|
11,003
|
|
|
11,562
|
|
||
Less: Inventory reserves
|
(385
|
)
|
|
(170
|
)
|
||
Inventory, net
|
$
|
10,618
|
|
|
$
|
11,392
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Surcharge revenues
|
$
|
349,346
|
|
|
$
|
164,606
|
|
|
$
|
79,880
|
|
|
$
|
—
|
|
|
$
|
593,832
|
|
Interchange revenues
|
138,557
|
|
|
213,106
|
|
|
4,558
|
|
|
—
|
|
|
356,221
|
|
|||||
Bank-branding and surcharge-free network revenues
|
201,210
|
|
|
958
|
|
|
—
|
|
|
—
|
|
|
202,168
|
|
|||||
Managed services and processing revenues
|
114,842
|
|
|
9,421
|
|
|
15,114
|
|
|
(10,492
|
)
|
|
128,885
|
|
|||||
Total ATM operating revenues
|
803,955
|
|
|
388,091
|
|
|
99,552
|
|
|
(10,492
|
)
|
|
1,281,106
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
ATM product sales and other revenues
|
59,559
|
|
|
8,229
|
|
|
511
|
|
|
—
|
|
|
68,299
|
|
|||||
Total revenues
|
$
|
863,514
|
|
|
$
|
396,320
|
|
|
$
|
100,063
|
|
|
$
|
(10,492
|
)
|
|
$
|
1,349,405
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Surcharge revenues
|
$
|
359,154
|
|
|
$
|
120,906
|
|
|
$
|
90,110
|
|
|
$
|
—
|
|
|
$
|
570,170
|
|
Interchange revenues
|
143,803
|
|
|
269,064
|
|
|
5,451
|
|
|
—
|
|
|
418,318
|
|
|||||
Bank-branding and surcharge-free network revenues
|
179,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,760
|
|
|||||
Managed services and processing revenues
|
104,797
|
|
|
10,421
|
|
|
21,577
|
|
|
(12,113
|
)
|
|
124,682
|
|
|||||
Total ATM operating revenues
|
787,514
|
|
|
400,391
|
|
|
117,138
|
|
|
(12,113
|
)
|
|
1,292,930
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
ATM product sales and other revenues
|
42,665
|
|
|
9,379
|
|
|
269
|
|
|
—
|
|
|
52,313
|
|
|||||
Total revenues
|
$
|
830,179
|
|
|
$
|
409,770
|
|
|
$
|
117,407
|
|
|
$
|
(12,113
|
)
|
|
$
|
1,345,243
|
|
•
|
Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with merchants. In the U.S. and Canada, 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 (surcharge) 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. The Company earns both surcharge and interchange in Spain. 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 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 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 fee paid by the financial institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge fee. Under the Company’s Allpoint surcharge-free network, financial institutions that participate pay a fixed monthly fee per cardholder and/or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
|
•
|
Managed services and processing revenues. Under managed service agreements, the Company provides various forms of ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under processing arrangements, the Company provides transaction processing services to merchants, financial institutions, and third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally earned by the customer and the Company typically receives a fixed fee per transaction and/or a periodic management fee per ATM in return for providing the agreed-upon operating services. The managed services and processing fees are recognized as the related services are provided to the customers.
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cost of ATM operating revenues
|
$
|
1,488
|
|
|
$
|
788
|
|
|
$
|
543
|
|
Selling, general, and administrative expenses
|
19,474
|
|
|
14,872
|
|
|
13,852
|
|
|||
Total share-based compensation expense
|
$
|
20,962
|
|
|
$
|
15,660
|
|
|
$
|
14,395
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested RSUs as of January 1, 2017
|
971,751
|
|
|
$
|
37.08
|
|
Granted
|
723,654
|
|
|
37.80
|
|
|
Vested
|
(532,815
|
)
|
|
36.57
|
|
|
Forfeited
|
(156,581
|
)
|
|
37.01
|
|
|
Non-vested RSUs as of December 31, 2017
|
1,006,009
|
|
|
37.88
|
|
|
Granted
|
723,045
|
|
|
26.96
|
|
|
Vested
|
(657,814
|
)
|
|
38.67
|
|
|
Forfeited
|
(160,075
|
)
|
|
37.34
|
|
|
Non-vested RSUs as of December 31, 2018
|
911,165
|
|
|
28.74
|
|
|
Granted
|
268,360
|
|
|
32.29
|
|
|
Vested
|
(397,451
|
)
|
|
29.60
|
|
|
Forfeited
|
(39,722
|
)
|
|
31.13
|
|
|
Non-vested RSUs as of December 31, 2019
|
742,352
|
|
|
$
|
29.44
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Term
|
|||||||
|
|
|
|
|
(in thousands)
|
|
|
|
|
|||||
Options outstanding as of January 1, 2018
|
1,250
|
|
|
$
|
9.69
|
|
|
|
|
|
|
|||
Granted
|
234,959
|
|
|
22.31
|
|
|
|
|
|
|
||||
Exercised
|
(1,250
|
)
|
|
9.69
|
|
|
|
|
|
|
||||
Options outstanding as of December 31, 2018
|
234,959
|
|
|
$
|
22.31
|
|
|
$
|
867
|
|
|
9.25
|
|
years
|
Granted
|
145,221
|
|
|
31.99
|
|
|
|
|
|
|
||||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||||
Options outstanding as of December 31, 2019
|
380,180
|
|
|
$
|
26.01
|
|
|
$
|
7,087
|
|
|
8.60
|
|
years
|
|
|
|
|
|
|
|
|
|
||||||
Options vested and exercisable as of December 31, 2019
|
78,326
|
|
|
$
|
22.31
|
|
|
$
|
—
|
|
|
—
|
|
years
|
Valuation assumptions:
|
Options Granted in 2019
|
Options Granted in 2018
|
||
Expected option term (in years)
|
6.0
|
|
6.0
|
|
Expected stock price volatility
|
39.87
|
%
|
33.02
|
%
|
Expected dividend yield
|
—
|
%
|
—
|
%
|
Risk-free interest rate
|
2.46
|
%
|
2.62
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|||||||||
Net income (loss) available to common shareholders
|
|
$
|
48,274
|
|
|
$
|
3,676
|
|
|
$
|
(145,350
|
)
|
Weighted average common basic shares outstanding (for basic calculation)
|
|
45,514,703
|
|
|
45,988,775
|
|
|
45,619,679
|
|
|||
Dilutive effect of outstanding common stock options and RSUs
|
|
500,631
|
|
|
447,664
|
|
|
—
|
|
|||
Weighted average common dilutive shares outstanding (for diluted calculation)
|
|
46,015,334
|
|
|
46,436,439
|
|
|
45,619,679
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per common share - basic
|
|
$
|
1.06
|
|
|
$
|
0.08
|
|
|
$
|
(3.19
|
)
|
Net income (loss) per common share - diluted
|
|
$
|
1.05
|
|
|
$
|
0.08
|
|
|
$
|
(3.19
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
ATM equipment and related costs
|
$
|
688,424
|
|
|
$
|
609,070
|
|
Technology assets
|
176,869
|
|
|
164,080
|
|
||
Facilities, equipment, and other
|
121,917
|
|
|
104,188
|
|
||
Total property and equipment
|
987,210
|
|
|
877,338
|
|
||
Less: Accumulated depreciation
|
(525,933
|
)
|
|
(417,151
|
)
|
||
Property and equipment, net
|
$
|
461,277
|
|
|
$
|
460,187
|
|
|
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
|
4,943
|
|
|
5,871
|
|
|
(63
|
)
|
|
10,751
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross as of December 31, 2019
|
561,513
|
|
|
236,992
|
|
|
151,431
|
|
|
949,936
|
|
||||
Accumulated impairment loss
|
(7,303
|
)
|
|
(50,003
|
)
|
|
(140,038
|
)
|
|
(197,344
|
)
|
||||
Goodwill, net as of December 31, 2019
|
$
|
554,210
|
|
|
$
|
186,989
|
|
|
$
|
11,393
|
|
|
$
|
752,592
|
|
|
December 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
|
$
|
489,363
|
|
|
$
|
(388,598
|
)
|
|
$
|
100,765
|
|
|
$
|
476,429
|
|
|
$
|
(340,899
|
)
|
|
$
|
135,530
|
|
Trade names
|
18,391
|
|
|
(12,792
|
)
|
|
5,599
|
|
|
18,010
|
|
|
(9,804
|
)
|
|
8,206
|
|
||||||
Technology
|
12,389
|
|
|
(7,952
|
)
|
|
4,437
|
|
|
10,963
|
|
|
(6,490
|
)
|
|
4,473
|
|
||||||
Non-compete agreements
|
4,408
|
|
|
(4,408
|
)
|
|
—
|
|
|
4,247
|
|
|
(4,244
|
)
|
|
3
|
|
||||||
Revolving credit facility deferred financing costs
|
5,256
|
|
|
(2,132
|
)
|
|
3,124
|
|
|
4,170
|
|
|
(1,535
|
)
|
|
2,635
|
|
||||||
Total intangible assets with definite lives
|
$
|
529,807
|
|
|
$
|
(415,882
|
)
|
|
$
|
113,925
|
|
|
$
|
513,819
|
|
|
$
|
(362,972
|
)
|
|
$
|
150,847
|
|
2020
|
$
|
35,069
|
|
2021
|
25,131
|
|
|
2022
|
19,102
|
|
|
2023
|
16,490
|
|
|
2024
|
14,482
|
|
|
Thereafter
|
3,651
|
|
|
Total
|
$
|
113,925
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Current portion of prepaid expenses, deferred costs, and other current assets
|
|
|
|
||||
Prepaid expenses
|
$
|
36,207
|
|
|
$
|
39,945
|
|
Interest rate swap and cap contracts
|
1,872
|
|
|
4,489
|
|
||
Deferred costs and other current assets
|
46,560
|
|
|
39,952
|
|
||
Total
|
$
|
84,639
|
|
|
$
|
84,386
|
|
|
|
|
|
||||
Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets
|
|
|
|
||||
Prepaid expenses
|
$
|
21,206
|
|
|
$
|
27,046
|
|
Interest rate swap and cap contracts
|
8,766
|
|
|
15,316
|
|
||
Deferred costs and other noncurrent assets
|
7,964
|
|
|
9,315
|
|
||
Total
|
$
|
37,936
|
|
|
$
|
51,677
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Accrued merchant settlement
|
$
|
154,181
|
|
|
$
|
198,512
|
|
Accrued taxes
|
36,067
|
|
|
32,899
|
|
||
Accrued merchant fees
|
33,037
|
|
|
33,551
|
|
||
Accrued compensation
|
23,676
|
|
|
26,147
|
|
||
Accrued processing costs
|
12,159
|
|
|
7,365
|
|
||
Accrued cash management fees
|
9,291
|
|
|
8,882
|
|
||
Accrued armored
|
8,307
|
|
|
7,984
|
|
||
Accrued maintenance
|
6,463
|
|
|
3,911
|
|
||
Accrued purchases
|
7,138
|
|
|
6,654
|
|
||
Accrued interest
|
3,775
|
|
|
3,343
|
|
||
Accrued telecommunications costs
|
1,664
|
|
|
2,187
|
|
||
Other accrued expenses
|
39,004
|
|
|
37,725
|
|
||
Total accrued liabilities
|
$
|
334,762
|
|
|
$
|
369,160
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.3% and 2.8% as of December 31, 2019 and December 31, 2018, respectively)
|
$
|
167,227
|
|
|
$
|
259,081
|
|
1.00% Convertible Senior Notes due December 2020, net of unamortized discount and capitalized debt issuance costs
|
275,703
|
|
|
263,507
|
|
||
5.50% Senior Notes due May 2025, net of capitalized debt issuance costs
|
296,545
|
|
|
295,897
|
|
||
Total long-term debt
|
$
|
739,475
|
|
|
$
|
818,485
|
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cash interest per contractual coupon rate
|
$
|
2,875
|
|
|
$
|
2,875
|
|
|
$
|
2,875
|
|
Amortization of note discount
|
11,341
|
|
|
10,762
|
|
|
10,210
|
|
|||
Amortization of debt issuance costs
|
855
|
|
|
772
|
|
|
695
|
|
|||
Total interest expense related to Convertible Notes
|
$
|
15,071
|
|
|
$
|
14,409
|
|
|
$
|
13,780
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Principal balance
|
$
|
287,500
|
|
|
$
|
287,500
|
|
Unamortized discount and capitalized debt issuance costs
|
(11,797
|
)
|
|
(23,993
|
)
|
||
Net carrying amount of Convertible Notes
|
$
|
275,703
|
|
|
$
|
263,507
|
|
2020
|
$
|
287,500
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
2024
|
167,227
|
|
|
Thereafter
|
300,000
|
|
|
Total
|
$
|
754,727
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Beginning balance asset retirement obligations
|
$
|
61,223
|
|
|
$
|
69,757
|
|
Additional obligations
|
3,721
|
|
|
9,914
|
|
||
Accretion expense
|
1,540
|
|
|
1,861
|
|
||
Change in estimates
|
—
|
|
|
462
|
|
||
Payments
|
(6,041
|
)
|
|
(16,694
|
)
|
||
Foreign currency translation adjustments
|
752
|
|
|
(4,077
|
)
|
||
Ending balance asset retirement obligations
|
61,195
|
|
|
61,223
|
|
||
Less: current portion of asset retirement obligations
|
5,701
|
|
|
6,810
|
|
||
Ending balance asset retirement obligations, excluding current portion
|
$
|
55,494
|
|
|
$
|
54,413
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Current portion of other long-term liabilities
|
|
|
|
||||
Operating lease liabilities
|
$
|
20,345
|
|
|
$
|
—
|
|
Interest rate swap and cap contracts
|
15,565
|
|
|
396
|
|
||
Asset retirement obligations
|
5,701
|
|
|
6,810
|
|
||
Acquisition related contingent consideration
|
4,963
|
|
|
—
|
|
||
Deferred revenue
|
3,386
|
|
|
4,109
|
|
||
Other
|
3,184
|
|
|
8,951
|
|
||
Total current portion of other long-term liabilities
|
$
|
53,144
|
|
|
$
|
20,266
|
|
|
|
|
|
||||
Noncurrent portion of other long-term liabilities
|
|
|
|
||||
Acquisition related contingent consideration
|
$
|
11,888
|
|
|
$
|
38,266
|
|
Interest rate swap and cap contracts
|
9,723
|
|
|
2,894
|
|
||
Deferred revenue
|
5,589
|
|
|
4,319
|
|
||
Other
|
10,670
|
|
|
22,261
|
|
||
Total noncurrent portion of other long-term liabilities
|
$
|
37,870
|
|
|
$
|
67,740
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized (Losses) Gains on Interest Rate Swap and Foreign Currency Forward Contracts
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Total Accumulated other comprehensive loss, net as of December 31, 2016
|
$
|
(80,885
|
)
|
(5)
|
$
|
(26,250
|
)
|
(1)
|
$
|
(107,135
|
)
|
Other comprehensive income (loss) before reclassification
|
56,511
|
|
(6)
|
(3,007
|
)
|
(2)
|
53,504
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
20,036
|
|
(2)
|
20,036
|
|
|||
Net current period other comprehensive income
|
56,511
|
|
|
17,029
|
|
|
73,540
|
|
|||
Total Accumulated other comprehensive loss, net as of December 31, 2017
|
$
|
(24,374
|
)
|
(5)
|
$
|
(9,221
|
)
|
(1)
|
$
|
(33,595
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income before reclassification
|
(41,938
|
)
|
(6)
|
4,725
|
|
(3)
|
(37,213
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
3,931
|
|
(3)
|
3,931
|
|
|||
Net current period other comprehensive (loss) income
|
(41,938
|
)
|
|
8,656
|
|
|
(33,282
|
)
|
|||
Total Accumulated other comprehensive loss, net as of December 31, 2018
|
$
|
(66,312
|
)
|
(5)
|
$
|
(565
|
)
|
(1)
|
$
|
(66,877
|
)
|
Other comprehensive income (loss) before reclassification
|
7,627
|
|
(6)
|
(20,311
|
)
|
(4)
|
(12,684
|
)
|
|||
Amounts reclassified from Accumulated other comprehensive loss, net
|
(458
|
)
|
(7)
|
2,132
|
|
(4)
|
1,674
|
|
|||
Net current period other comprehensive income (loss)
|
7,169
|
|
|
(18,179
|
)
|
|
(11,010
|
)
|
|||
Total Accumulated other comprehensive loss, net as of December 31, 2019
|
$
|
(59,143
|
)
|
(5)
|
$
|
(18,744
|
)
|
(1)
|
$
|
(77,887
|
)
|
(1)
|
Net of deferred income tax expense of $14,273, $19,112, $16,317, and $9,269 as of December 31, 2019, 2018, 2017, and 2016 respectively.
|
(2)
|
Net of deferred income tax (benefit) expense of ($1,245) and $8,295 for Other comprehensive income (loss) before reclassification and Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2017. See Note 16. Derivative Financial Instruments.
|
(3)
|
Net of deferred income tax expense of $1,525 and $1,270 for Other comprehensive (loss) income before reclassification and Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2018. See Note 16. Derivative Financial Instruments.
|
(4)
|
Net of deferred income tax (benefit) expense of ($5,407) and $568 for Other comprehensive income (loss) before reclassification and Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2019. See Note 16. Derivative Financial Instruments.
|
(5)
|
Net of deferred income tax benefit of ($5,474), ($5,232), ($5,339), ($4,113) as of December 31, 2019, 2018, 2017, and 2016 respectively.
|
(6)
|
Net of deferred income tax (benefit) expense of ($242), $107, and ($1,226) for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(7)
|
The Company reclassified a gain of $0.5 million from Accumulated other comprehensive loss, net in 2019, upon liquidation of the Poland legal entity.
|
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)
|
|
|
|
|
|||
£
|
500
|
|
|
0.94
|
%
|
|
January 1, 2020 – December 31, 2022
|
Notional Amounts
AUS $
|
|
Weighted Average
Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
$
|
140
|
|
|
1.59
|
%
|
|
January 1, 2020 – December 31, 2020
|
$
|
40
|
|
|
0.71
|
%
|
|
January 1, 2021 – December 31, 2021
|
Notional Amounts U.K. £
|
|
Weighted Average Fixed Rate
|
|
Term
|
|||
(In millions)
|
|
|
|
|
|||
£
|
50
|
|
|
0.95
|
%
|
|
January 1, 2020 – December 31, 2020
|
£
|
100
|
|
|
0.64
|
%
|
|
January 4, 2021 – December 31, 2021
|
Notional Amount U.S. $
|
|
Weighted Average Fixed Rate U.S. $/U.K. £
|
|
Settlement Dates
|
||
(In millions)
|
|
|
|
|
||
$
|
150
|
|
|
1.267
|
|
November 2, 2020 – December 1, 2020
|
|
|
December 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 and cap contracts
|
|
Prepaid expenses, deferred costs, and other current assets
|
|
$
|
1,872
|
|
|
Prepaid expenses, deferred costs, and other current assets
|
|
$
|
4,489
|
|
Interest rate swap and cap contracts
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
|
8,766
|
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
|
15,316
|
|
||
Interest rate swap and cap contracts
|
|
Current portion of other long-term liabilities
|
|
(7,697
|
)
|
|
Current portion of other long-term liabilities
|
|
(396
|
)
|
||
Interest rate swap and cap contracts
|
|
Other long-term liabilities
|
|
(9,723
|
)
|
|
Other long-term liabilities
|
|
(2,894
|
)
|
||
Total derivatives designated as hedging instruments, net
|
|
|
|
$
|
(6,782
|
)
|
|
|
|
$
|
16,515
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Current portion of other long-term liabilities
|
|
(7,868
|
)
|
|
|
|
—
|
|
||
Total derivative instruments, net
|
|
|
|
$
|
(14,650
|
)
|
|
|
|
$
|
16,515
|
|
|
|
Classification
|
|
December 31, 2019
|
|
January 1, 2019 (Upon Adoption)
|
||||
Assets
|
|
|
|
(In thousands)
|
||||||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
76,548
|
|
|
$
|
85,068
|
|
Total operating lease assets
|
|
|
|
$
|
76,548
|
|
|
$
|
85,068
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
|
||||
Operating lease liabilities
|
|
Current portion of other long-term liabilities
|
|
$
|
20,345
|
|
|
$
|
20,602
|
|
Noncurrent
|
|
|
|
|
|
|
||||
Operating lease liabilities
|
|
Noncurrent operating lease liabilities
|
|
69,531
|
|
|
74,746
|
|
||
Total operating lease liabilities
|
|
|
|
$
|
89,876
|
|
|
$
|
95,348
|
|
|
|
|
|
Year Ended
|
||
|
|
Classification
|
|
December 31, 2019
|
||
|
|
|
|
(In thousands)
|
||
Operating lease costs
|
|
Cost of ATM operating revenues (1)
|
|
$
|
27,027
|
|
Operating lease costs
|
|
Selling, general, and administrative expenses (2)
|
|
5,682
|
|
|
Total operating lease cost
|
|
|
|
$
|
32,709
|
|
(1)
|
Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed direct operating lease costs. The variable lease cost associated with these leases was not significant. In addition, includes the fixed and variable cost associated with ATM placement agreements that are deemed to contain a lease. The variable cost associated with these placements was approximately $3.8 million in the twelve months ended December 31, 2019.
|
(2)
|
Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed general and administrative operating lease costs. The variable lease cost associated with these leases was not significant.
|
Lease Term and Discount Rate
|
|
December 31, 2019
|
|
January 1, 2019 (Upon Adoption)
|
||
Weighted-average remaining lease term (years)
|
|
|
|
|
||
Operating leases
|
|
6.9
|
|
|
7.1
|
|
Weighted-average discount rate
|
|
|
|
|
|
|
Operating leases
|
|
3.47
|
%
|
|
3.45
|
%
|
|
|
Year Ended December 31, 2019
|
||
|
|
(In thousands)
|
||
Additional lease information is summarized below:
|
|
|
||
Operating cash outflows resulting from payments of operating lease liabilities
|
|
$
|
19,708
|
|
New operating lease assets recognized during the period
|
|
$
|
14,161
|
|
Maturity of Recognized Operating Lease Liabilities
|
|
Operating
Lease Payments(1)
|
||
|
|
(In thousands)
|
||
2020
|
|
$
|
22,316
|
|
2021
|
|
19,832
|
|
|
2022
|
|
12,096
|
|
|
2023
|
|
8,781
|
|
|
2024
|
|
6,800
|
|
|
After 2024
|
|
32,054
|
|
|
Total lease payments
|
|
101,879
|
|
|
Less: Interest (2)
|
|
(12,003
|
)
|
|
Present value of operating lease liabilities (3)
|
|
$
|
89,876
|
|
(1)
|
Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements. The Company has identified no extensions that are reasonably certain of being exercised and there are no significant lease agreements that have been signed and not yet commenced.
|
(2)
|
Calculated using the estimated incremental borrowing rate for each lease.
|
(3)
|
Includes current operating lease liabilities of approximately $20.3 million and noncurrent operating lease liabilities of approximately $69.5 million.
|
|
Fair Value Measurements at December 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Assets associated with interest rate swap and cap contracts
|
$
|
10,638
|
|
|
$
|
—
|
|
|
$
|
10,638
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities associated with interest rate swap and cap contracts
|
$
|
(17,420
|
)
|
|
$
|
—
|
|
|
$
|
(17,420
|
)
|
|
$
|
—
|
|
Liabilities associated with foreign currency forward contracts
|
$
|
(7,868
|
)
|
|
$
|
—
|
|
|
$
|
(7,868
|
)
|
|
$
|
—
|
|
Liabilities associated with acquisition related contingent consideration
|
$
|
(16,851
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,851
|
)
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Assets associated with interest rate swap and cap contracts
|
$
|
19,805
|
|
|
$
|
—
|
|
|
$
|
19,805
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Liabilities associated with interest rate swap and cap contracts
|
$
|
(3,290
|
)
|
|
$
|
—
|
|
|
$
|
(3,290
|
)
|
|
$
|
—
|
|
Liabilities associated with acquisition-related contingent consideration
|
$
|
(38,266
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(38,266
|
)
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
38,254
|
|
|
$
|
(20,066
|
)
|
|
$
|
24,919
|
|
Non-U.S.
|
26,533
|
|
|
34,179
|
|
|
(179,562
|
)
|
|||
Total pre-tax book income (loss)
|
$
|
64,787
|
|
|
$
|
14,113
|
|
|
$
|
(154,643
|
)
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
$
|
289
|
|
|
$
|
(1,462
|
)
|
|
$
|
(493
|
)
|
U.S. state and local
|
1,527
|
|
|
1,365
|
|
|
1,657
|
|
|||
Non-U.S.
|
7,965
|
|
|
12,292
|
|
|
5,842
|
|
|||
Total current
|
$
|
9,781
|
|
|
$
|
12,195
|
|
|
$
|
7,006
|
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
7,636
|
|
|
$
|
1,349
|
|
|
$
|
732
|
|
U.S. state and local
|
2,715
|
|
|
1,816
|
|
|
874
|
|
|||
Non-U.S.
|
(3,610
|
)
|
|
(4,903
|
)
|
|
(17,904
|
)
|
|||
Total deferred
|
6,741
|
|
|
(1,738
|
)
|
|
(16,298
|
)
|
|||
Total income tax expense (benefit)
|
$
|
16,522
|
|
|
$
|
10,457
|
|
|
$
|
(9,292
|
)
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Income tax expense (benefit), at the U.K. statutory tax rate of 19%, 19%, and 19.25% for the years ended December 31, 2019, 2018, and 2017, respectively.
|
$
|
12,309
|
|
|
$
|
2,681
|
|
|
$
|
(29,769
|
)
|
Provision to return and deferred tax adjustments
|
157
|
|
|
1,017
|
|
|
(264
|
)
|
|||
U.S. state tax, net of federal benefit
|
3,095
|
|
|
637
|
|
|
2,181
|
|
|||
Permanent adjustments
|
606
|
|
|
738
|
|
|
1,411
|
|
|||
Tax rates in excess of (less than) statutory tax rates
|
1,143
|
|
|
2,247
|
|
|
(18,398
|
)
|
|||
Impact of Finance Structure
|
(4,434
|
)
|
|
354
|
|
|
(5,734
|
)
|
|||
Nondeductible/(nontaxable) transaction costs
|
(3,816
|
)
|
|
(425
|
)
|
|
6,743
|
|
|||
Goodwill impairment (non-deductible)
|
1,941
|
|
|
—
|
|
|
41,510
|
|
|||
US Tax Reform (net impact)
|
764
|
|
|
(435
|
)
|
|
(11,569
|
)
|
|||
Share-based Compensation
|
2,223
|
|
|
2,107
|
|
|
(2,464
|
)
|
|||
Capital Gains
|
—
|
|
|
851
|
|
|
—
|
|
|||
Other
|
499
|
|
|
48
|
|
|
(206
|
)
|
|||
Subtotal
|
14,487
|
|
|
9,820
|
|
|
(16,559
|
)
|
|||
Change in valuation allowance
|
2,035
|
|
|
637
|
|
|
7,267
|
|
|||
Total income tax expense (benefit)
|
$
|
16,522
|
|
|
$
|
10,457
|
|
|
$
|
(9,292
|
)
|
|
Year Ended December 31, 2019
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Noncurrent deferred tax asset
|
$
|
38,140
|
|
|
$
|
16,466
|
|
|
$
|
11,400
|
|
|
$
|
1,730
|
|
|
$
|
67,736
|
|
Valuation allowance
|
(5,970
|
)
|
|
(1,427
|
)
|
|
(4,046
|
)
|
|
—
|
|
|
(11,443
|
)
|
|||||
Noncurrent deferred tax liability
|
(78,211
|
)
|
|
(4,447
|
)
|
|
(7,354
|
)
|
|
—
|
|
|
(90,012
|
)
|
|||||
Net noncurrent deferred tax (liability) asset
|
$
|
(46,041
|
)
|
|
$
|
10,592
|
|
|
$
|
—
|
|
|
$
|
1,730
|
|
|
$
|
(33,719
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Noncurrent deferred tax asset
|
$
|
31,248
|
|
|
$
|
14,546
|
|
|
$
|
14,389
|
|
|
$
|
1,829
|
|
|
$
|
62,012
|
|
Valuation allowance
|
(2,546
|
)
|
|
(1,442
|
)
|
|
(5,078
|
)
|
|
—
|
|
|
(9,066
|
)
|
|||||
Noncurrent deferred tax liability
|
(68,430
|
)
|
|
(7,745
|
)
|
|
(9,311
|
)
|
|
—
|
|
|
(85,486
|
)
|
|||||
Net noncurrent deferred tax (liability) asset
|
$
|
(39,728
|
)
|
|
$
|
5,359
|
|
|
$
|
—
|
|
|
$
|
1,829
|
|
|
$
|
(32,540
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Noncurrent deferred tax assets
|
|
|
|
|
|
||
Reserve for receivables
|
$
|
625
|
|
|
$
|
699
|
|
Accrued liabilities and inventory reserves
|
3,231
|
|
|
5,887
|
|
||
Net operating loss carryforward
|
31,555
|
|
|
21,733
|
|
||
Unrealized losses on interest rate swap contracts
|
1,338
|
|
|
25
|
|
||
Share-based compensation expense
|
3,044
|
|
|
2,609
|
|
||
Asset retirement obligations
|
1,101
|
|
|
2,481
|
|
||
Tangible and intangible assets
|
18,491
|
|
|
19,729
|
|
||
Deferred revenue
|
4,294
|
|
|
2,262
|
|
||
Other
|
4,057
|
|
|
6,587
|
|
||
Subtotal
|
67,736
|
|
|
62,012
|
|
||
Valuation allowance
|
(11,443
|
)
|
|
(9,066
|
)
|
||
Noncurrent deferred tax assets
|
$
|
56,293
|
|
|
$
|
52,946
|
|
|
|
|
|
||||
Noncurrent deferred tax liabilities
|
|
|
|
||||
Tangible and intangible assets
|
$
|
(88,017
|
)
|
|
$
|
(79,978
|
)
|
Asset retirement obligations
|
(29
|
)
|
|
(30
|
)
|
||
Unrealized gain on interest rate swap contracts
|
—
|
|
|
(5,048
|
)
|
||
Other
|
(1,966
|
)
|
|
(430
|
)
|
||
Noncurrent deferred tax liabilities
|
$
|
(90,012
|
)
|
|
$
|
(85,486
|
)
|
|
|
|
|
||||
Net deferred tax liability
|
$
|
(33,719
|
)
|
|
$
|
(32,540
|
)
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss) attributable to controlling interests and available to common shareholders
|
$
|
48,274
|
|
|
$
|
3,676
|
|
|
$
|
(145,350
|
)
|
Adjustments:
|
|
|
|
|
|
||||||
Interest expense, net
|
26,604
|
|
|
35,429
|
|
|
35,036
|
|
|||
Amortization of deferred financing costs and note discount
|
13,447
|
|
|
14,887
|
|
|
12,574
|
|
|||
Redemption costs for early extinguishment of debt
|
—
|
|
|
6,408
|
|
|
—
|
|
|||
Income tax expense (benefit)
|
16,522
|
|
|
10,457
|
|
|
(9,292
|
)
|
|||
Depreciation and accretion expense
|
130,676
|
|
|
126,199
|
|
|
122,036
|
|
|||
Amortization of intangible assets
|
49,261
|
|
|
52,911
|
|
|
57,866
|
|
|||
EBITDA
|
$
|
284,784
|
|
|
$
|
249,967
|
|
|
$
|
72,870
|
|
Add back:
|
|
|
|
|
|
||||||
Loss on disposal and impairment of assets (1)
|
11,653
|
|
|
17,873
|
|
|
227,796
|
|
|||
Other (income) expense (2)
|
(18,404
|
)
|
|
(627
|
)
|
|
3,524
|
|
|||
Noncontrolling interests (3)
|
58
|
|
|
38
|
|
|
(25
|
)
|
|||
Share-based compensation expense
|
20,962
|
|
|
15,660
|
|
|
14,395
|
|
|||
Restructuring expenses (4)
|
8,928
|
|
|
6,586
|
|
|
11,136
|
|
|||
Acquisition related expenses (5)
|
—
|
|
|
3,191
|
|
|
18,917
|
|
|||
Adjusted EBITDA
|
$
|
307,981
|
|
|
$
|
292,688
|
|
|
$
|
348,613
|
|
(1)
|
Loss of disposal and impairment of assets includes a goodwill impairment of $7.3 million related to the Company’s Canada segment as of December 31, 2019 and goodwill and intangible asset impairments of $194.5 million related to the Company's Australia & New Zealand segment as of December 31, 2017.
|
(2)
|
Includes the revaluation of the estimated acquisition related contingent consideration, foreign currency translation gains/losses and other non-operating costs.
|
(3)
|
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.
|
(4)
|
For the years ended December 31, 2019, 2018, and 2017, restructuring expenses include employee severance and other costs incurred in conjunction with the Company's corporate reorganization and cost reduction initiatives. For the year ended December 31, 2017, restructuring expenses also include amounts associated with the Company’s redomicile of its parent company to the U.K. that occurred on July 1, 2016.
|
(5)
|
Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. For the twelve months ended December 31, 2017, expenses also include employee severance and lease termination costs related to DCPayments acquisition integration.
|
|
Year ended December 31, 2019 (1)
|
||||||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue from external customers
|
$
|
853,648
|
|
|
$
|
395,694
|
|
|
$
|
100,063
|
|
|
$
|
—
|
|
|
|
|
|
$
|
1,349,405
|
|
|
Intersegment revenues
|
9,866
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
(10,492
|
)
|
|
—
|
|
||||||
Cost of revenues
|
577,302
|
|
|
245,362
|
|
|
71,281
|
|
|
1,528
|
|
|
(10,494
|
)
|
|
884,979
|
|
||||||
Selling, general, and administrative expenses
|
69,250
|
|
|
42,569
|
|
|
9,101
|
|
|
56,554
|
|
|
—
|
|
|
177,474
|
|
||||||
Restructuring expenses
|
1,226
|
|
|
3,828
|
|
|
—
|
|
|
3,874
|
|
|
—
|
|
|
8,928
|
|
||||||
Loss (gain) on disposal and impairment of assets
|
9,449
|
|
|
2,359
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
11,653
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
216,933
|
|
|
108,388
|
|
|
19,721
|
|
|
(37,131
|
)
|
|
70
|
|
|
307,981
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures (2)
|
$
|
58,631
|
|
|
$
|
44,995
|
|
|
$
|
4,289
|
|
|
$
|
16,991
|
|
|
$
|
—
|
|
|
$
|
124,906
|
|
|
Year ended December 31, 2018 (1)
|
||||||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue from external customers
|
$
|
820,252
|
|
|
$
|
407,584
|
|
|
$
|
117,407
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,345,243
|
|
Intersegment revenues
|
9,928
|
|
|
2,185
|
|
|
—
|
|
|
—
|
|
|
(12,113
|
)
|
|
—
|
|
||||||
Cost of revenues
|
564,888
|
|
|
256,542
|
|
|
86,814
|
|
|
788
|
|
|
(11,249
|
)
|
|
897,783
|
|
||||||
Selling, general, and administrative expenses
|
64,955
|
|
|
38,293
|
|
|
10,408
|
|
|
57,064
|
|
|
(230
|
)
|
|
170,490
|
|
||||||
Redomicile-related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring expenses
|
3,597
|
|
|
1,645
|
|
|
—
|
|
|
1,344
|
|
|
—
|
|
|
6,586
|
|
||||||
Acquisition related expenses
|
(329
|
)
|
|
1,518
|
|
|
1,124
|
|
|
878
|
|
|
—
|
|
|
3,191
|
|
||||||
Loss on disposal and impairment of assets
|
12,295
|
|
|
5,360
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
17,873
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
200,335
|
|
|
114,934
|
|
|
20,185
|
|
|
(42,192
|
)
|
|
(574
|
)
|
|
292,688
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures (2)
|
$
|
44,867
|
|
|
$
|
40,687
|
|
|
$
|
7,122
|
|
|
$
|
14,529
|
|
|
$
|
—
|
|
|
$
|
107,205
|
|
|
Year ended December 31, 2017 (1)
|
||||||||||||||||||||||
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenue from external customers
|
$
|
971,343
|
|
|
$
|
403,344
|
|
|
$
|
132,912
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,507,599
|
|
Intersegment revenues
|
9,042
|
|
|
1,488
|
|
|
—
|
|
|
—
|
|
|
(10,530
|
)
|
|
—
|
|
||||||
Cost of revenues
|
658,153
|
|
|
253,587
|
|
|
96,474
|
|
|
1,146
|
|
|
(10,240
|
)
|
|
999,120
|
|
||||||
Selling, general, and administrative expenses
|
71,603
|
|
|
37,992
|
|
|
9,244
|
|
|
55,398
|
|
|
—
|
|
|
174,237
|
|
||||||
Redomicile-related expenses
|
—
|
|
|
49
|
|
|
—
|
|
|
733
|
|
|
—
|
|
|
782
|
|
||||||
Restructuring expenses
|
3,668
|
|
|
2,942
|
|
|
—
|
|
|
3,744
|
|
|
—
|
|
|
10,354
|
|
||||||
Acquisition related expenses
|
2,210
|
|
|
2,261
|
|
|
3,132
|
|
|
11,314
|
|
|
—
|
|
|
18,917
|
|
||||||
Loss on disposal and impairment of assets
|
10,432
|
|
|
1,299
|
|
|
216,017
|
|
|
48
|
|
|
—
|
|
|
227,796
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
250,629
|
|
|
113,253
|
|
|
27,195
|
|
|
(42,150
|
)
|
|
(314
|
)
|
|
348,613
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures (2)
|
$
|
61,742
|
|
|
$
|
61,651
|
|
|
$
|
6,310
|
|
|
$
|
14,437
|
|
|
$
|
—
|
|
|
$
|
144,140
|
|
(1)
|
The segment information presented for the years ended December 31, 2018 and 2017 have been revised to ensure consistency with the current allocation of certain intercompany revenues and expenses for the year ended December 31, 2019.
|
(2)
|
Capital expenditures include payments made for plant, property, and equipment, exclusive license agreements, and site acquisition costs. Additionally, capital expenditures for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
North America
|
$
|
1,141,084
|
|
|
$
|
1,195,693
|
|
Europe & Africa
|
511,037
|
|
|
494,457
|
|
||
Australia & New Zealand
|
60,416
|
|
|
63,613
|
|
||
Corporate
|
51,421
|
|
|
33,581
|
|
||
Total
|
$
|
1,763,958
|
|
|
$
|
1,787,344
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
668,527
|
|
|
$
|
351,330
|
|
|
$
|
402,079
|
|
|
$
|
(72,531
|
)
|
|
$
|
1,349,405
|
|
Operating costs and expenses
|
35,637
|
|
|
625,953
|
|
|
273,140
|
|
|
389,419
|
|
|
(72,831
|
)
|
|
1,251,318
|
|
||||||
Loss on disposal and impairment of assets
|
—
|
|
|
1,841
|
|
|
7,355
|
|
|
2,457
|
|
|
—
|
|
|
11,653
|
|
||||||
(Loss) income from operations
|
(35,637
|
)
|
|
40,733
|
|
|
70,835
|
|
|
10,203
|
|
|
300
|
|
|
86,434
|
|
||||||
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
—
|
|
|
33,704
|
|
|
18,640
|
|
|
(12,536
|
)
|
|
243
|
|
|
40,051
|
|
||||||
Equity in earnings of subsidiaries
|
(77,107
|
)
|
|
(30,928
|
)
|
|
(79,021
|
)
|
|
(1,655
|
)
|
|
188,711
|
|
|
—
|
|
||||||
Other (income) expense
|
(30
|
)
|
|
2,926
|
|
|
63,519
|
|
|
(7,699
|
)
|
|
(77,120
|
)
|
|
(18,404
|
)
|
||||||
Income before income taxes
|
41,500
|
|
|
35,031
|
|
|
67,697
|
|
|
32,093
|
|
|
(111,534
|
)
|
|
64,787
|
|
||||||
Income tax (benefit) expense
|
(6,765
|
)
|
|
14,485
|
|
|
3,745
|
|
|
5,057
|
|
|
—
|
|
|
16,522
|
|
||||||
Net income
|
48,265
|
|
|
20,546
|
|
|
63,952
|
|
|
27,036
|
|
|
(111,534
|
)
|
|
48,265
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Net income attributable to controlling interests and available to common shareholders
|
48,265
|
|
|
20,546
|
|
|
63,952
|
|
|
27,036
|
|
|
(111,525
|
)
|
|
48,274
|
|
||||||
Other comprehensive loss attributable to controlling interest
|
(11,010
|
)
|
|
(9,554
|
)
|
|
(13,804
|
)
|
|
(12,833
|
)
|
|
36,191
|
|
|
(11,010
|
)
|
||||||
Comprehensive income attributable to controlling interests
|
$
|
37,255
|
|
|
$
|
10,992
|
|
|
$
|
50,148
|
|
|
$
|
14,203
|
|
|
$
|
(75,334
|
)
|
|
$
|
37,264
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
631,089
|
|
|
$
|
361,995
|
|
|
$
|
419,629
|
|
|
$
|
(67,470
|
)
|
|
$
|
1,345,243
|
|
Operating costs and expenses
|
30,539
|
|
|
610,739
|
|
|
271,360
|
|
|
411,724
|
|
|
(67,202
|
)
|
|
1,257,160
|
|
||||||
Loss (gain) on disposal and impairment of assets
|
—
|
|
|
12,170
|
|
|
270
|
|
|
(9,219
|
)
|
|
14,652
|
|
|
17,873
|
|
||||||
(Loss) income from operations
|
(30,539
|
)
|
|
8,180
|
|
|
90,365
|
|
|
17,124
|
|
|
(14,920
|
)
|
|
70,210
|
|
||||||
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
—
|
|
|
49,466
|
|
|
18,832
|
|
|
(18,163
|
)
|
|
181
|
|
|
50,316
|
|
||||||
Redemption costs for early extinguishment of debt
|
—
|
|
|
6,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,408
|
|
||||||
Equity in (earnings) loss of subsidiaries
|
(28,360
|
)
|
|
(77,725
|
)
|
|
41,172
|
|
|
(370
|
)
|
|
65,283
|
|
|
—
|
|
||||||
Other (income) expense
|
(40
|
)
|
|
(3,694
|
)
|
|
8,486
|
|
|
7,569
|
|
|
(12,948
|
)
|
|
(627
|
)
|
||||||
(Loss) income before income taxes
|
(2,139
|
)
|
|
33,725
|
|
|
21,875
|
|
|
28,088
|
|
|
(67,436
|
)
|
|
14,113
|
|
||||||
Income tax (benefit) expense
|
(5,795
|
)
|
|
4,996
|
|
|
2,168
|
|
|
9,088
|
|
|
—
|
|
|
10,457
|
|
||||||
Net income
|
3,656
|
|
|
28,729
|
|
|
19,707
|
|
|
19,000
|
|
|
(67,436
|
)
|
|
3,656
|
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
||||||
Net income attributable to controlling interests and available to common shareholders
|
3,656
|
|
|
28,729
|
|
|
19,707
|
|
|
19,000
|
|
|
(67,416
|
)
|
|
3,676
|
|
||||||
Other comprehensive (loss) income attributable to controlling interest
|
(33,285
|
)
|
|
5,930
|
|
|
13,422
|
|
|
(1,720
|
)
|
|
(17,632
|
)
|
|
(33,285
|
)
|
||||||
Comprehensive (loss) income attributable to controlling interests
|
$
|
(29,629
|
)
|
|
$
|
34,659
|
|
|
$
|
33,129
|
|
|
$
|
17,280
|
|
|
$
|
(85,048
|
)
|
|
$
|
(29,609
|
)
|
|
Year Ended
December 31, 2017 |
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
832,317
|
|
|
$
|
337,339
|
|
|
$
|
459,814
|
|
|
$
|
(121,871
|
)
|
|
$
|
1,507,599
|
|
Operating costs and expenses
|
29,967
|
|
|
733,725
|
|
|
306,641
|
|
|
434,851
|
|
|
(121,872
|
)
|
|
1,383,312
|
|
||||||
Loss on disposal and impairment of assets
|
48
|
|
|
10,348
|
|
|
215,963
|
|
|
1,437
|
|
|
—
|
|
|
227,796
|
|
||||||
(Loss) income from operations
|
(30,015
|
)
|
|
88,244
|
|
|
(185,265
|
)
|
|
23,526
|
|
|
1
|
|
|
(103,509
|
)
|
||||||
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
—
|
|
|
46,560
|
|
|
18,532
|
|
|
(17,480
|
)
|
|
(2
|
)
|
|
47,610
|
|
||||||
Equity in loss (earnings) of subsidiaries
|
121,145
|
|
|
(13,185
|
)
|
|
(79,224
|
)
|
|
(24
|
)
|
|
(28,712
|
)
|
|
—
|
|
||||||
Other (income) expense
|
(130
|
)
|
|
2,369
|
|
|
167,994
|
|
|
(13,659
|
)
|
|
(153,050
|
)
|
|
3,524
|
|
||||||
(Loss) income before income tax
|
(151,030
|
)
|
|
52,500
|
|
|
(292,567
|
)
|
|
54,689
|
|
|
181,765
|
|
|
(154,643
|
)
|
||||||
Income tax (benefit) expense
|
(5,679
|
)
|
|
4,729
|
|
|
(12,347
|
)
|
|
4,005
|
|
|
—
|
|
|
(9,292
|
)
|
||||||
Net (loss) income
|
(145,351
|
)
|
|
47,771
|
|
|
(280,220
|
)
|
|
50,684
|
|
|
181,765
|
|
|
(145,351
|
)
|
||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Net (loss) income attributable to controlling interests and available to common shareholders
|
(145,351
|
)
|
|
47,771
|
|
|
(280,220
|
)
|
|
50,684
|
|
|
181,766
|
|
|
(145,350
|
)
|
||||||
Other comprehensive (loss) income attributable to controlling interests
|
73,540
|
|
|
2,665
|
|
|
17,060
|
|
|
(29,532
|
)
|
|
9,806
|
|
|
73,539
|
|
||||||
Comprehensive (loss) income attributable to controlling interests
|
$
|
(71,811
|
)
|
|
$
|
50,436
|
|
|
$
|
(263,160
|
)
|
|
$
|
21,152
|
|
|
$
|
191,572
|
|
|
$
|
(71,811
|
)
|
|
As of December 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
46
|
|
|
$
|
6,063
|
|
|
$
|
4,182
|
|
|
$
|
19,824
|
|
|
$
|
—
|
|
|
$
|
30,115
|
|
Restricted cash
|
—
|
|
|
54,207
|
|
|
16,140
|
|
|
17,007
|
|
|
—
|
|
|
87,354
|
|
||||||
Accounts and notes receivable, net
|
—
|
|
|
50,423
|
|
|
18,732
|
|
|
26,640
|
|
|
—
|
|
|
95,795
|
|
||||||
Other current assets
|
—
|
|
|
36,075
|
|
|
2,734
|
|
|
56,448
|
|
|
—
|
|
|
95,257
|
|
||||||
Total current assets
|
46
|
|
|
146,768
|
|
|
41,788
|
|
|
119,919
|
|
|
—
|
|
|
308,521
|
|
||||||
Property and equipment, net
|
—
|
|
|
265,543
|
|
|
58,399
|
|
|
137,335
|
|
|
—
|
|
|
461,277
|
|
||||||
Intangible assets, net
|
—
|
|
|
37,320
|
|
|
63,014
|
|
|
13,591
|
|
|
—
|
|
|
113,925
|
|
||||||
Goodwill
|
—
|
|
|
445,046
|
|
|
162,907
|
|
|
144,639
|
|
|
—
|
|
|
752,592
|
|
||||||
Operating lease assets
|
—
|
|
|
33,833
|
|
|
8,847
|
|
|
33,868
|
|
|
—
|
|
|
76,548
|
|
||||||
Investments in and advances to subsidiaries
|
429,715
|
|
|
258,038
|
|
|
282,032
|
|
|
49,915
|
|
|
(1,019,700
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
22,475
|
|
|
159,142
|
|
|
913,238
|
|
|
(206,708
|
)
|
|
(888,147
|
)
|
|
—
|
|
||||||
Deferred tax asset, net
|
152
|
|
|
—
|
|
|
(1,563
|
)
|
|
14,570
|
|
|
—
|
|
|
13,159
|
|
||||||
Prepaid expenses, deferred costs, and other noncurrent assets
|
—
|
|
|
26,863
|
|
|
1,657
|
|
|
9,416
|
|
|
—
|
|
|
37,936
|
|
||||||
Total assets
|
$
|
452,388
|
|
|
$
|
1,372,553
|
|
|
$
|
1,530,319
|
|
|
$
|
316,545
|
|
|
$
|
(1,907,847
|
)
|
|
$
|
1,763,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of other long-term liabilities
|
—
|
|
|
12,991
|
|
|
17,994
|
|
|
22,159
|
|
|
—
|
|
|
53,144
|
|
||||||
Accounts payable and accrued liabilities
|
814
|
|
|
229,744
|
|
|
48,772
|
|
|
101,910
|
|
|
—
|
|
|
381,240
|
|
||||||
Total current liabilities
|
814
|
|
|
242,735
|
|
|
66,766
|
|
|
124,069
|
|
|
—
|
|
|
434,384
|
|
||||||
Long-term debt
|
—
|
|
|
597,648
|
|
|
2,414
|
|
|
139,413
|
|
|
—
|
|
|
739,475
|
|
||||||
Intercompany payable
|
71,248
|
|
|
79,893
|
|
|
968,691
|
|
|
(231,707
|
)
|
|
(888,125
|
)
|
|
—
|
|
||||||
Asset retirement obligations
|
—
|
|
|
22,304
|
|
|
4,380
|
|
|
28,810
|
|
|
—
|
|
|
55,494
|
|
||||||
Noncurrent operating lease liabilities
|
—
|
|
|
41,170
|
|
|
5,956
|
|
|
22,405
|
|
|
—
|
|
|
69,531
|
|
||||||
Deferred tax liability, net
|
—
|
|
|
44,478
|
|
|
1,586
|
|
|
814
|
|
|
—
|
|
|
46,878
|
|
||||||
Other long-term liabilities
|
—
|
|
|
20,319
|
|
|
1,530
|
|
|
16,021
|
|
|
—
|
|
|
37,870
|
|
||||||
Total liabilities
|
72,062
|
|
|
1,048,547
|
|
|
1,051,323
|
|
|
99,825
|
|
|
(888,125
|
)
|
|
1,383,632
|
|
||||||
Shareholders' equity
|
380,326
|
|
|
324,006
|
|
|
478,996
|
|
|
216,720
|
|
|
(1,019,722
|
)
|
|
380,326
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
452,388
|
|
|
$
|
1,372,553
|
|
|
$
|
1,530,319
|
|
|
$
|
316,545
|
|
|
$
|
(1,907,847
|
)
|
|
$
|
1,763,958
|
|
|
As of December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
90
|
|
|
$
|
14,961
|
|
|
$
|
8,966
|
|
|
$
|
15,923
|
|
|
$
|
—
|
|
|
$
|
39,940
|
|
Restricted Cash
|
—
|
|
|
112,331
|
|
|
27,813
|
|
|
15,326
|
|
|
—
|
|
|
155,470
|
|
||||||
Accounts and notes receivable, net
|
—
|
|
|
34,005
|
|
|
12,064
|
|
|
29,574
|
|
|
—
|
|
|
75,643
|
|
||||||
Other current assets
|
—
|
|
|
35,484
|
|
|
3,699
|
|
|
56,595
|
|
|
—
|
|
|
95,778
|
|
||||||
Total current assets
|
90
|
|
|
196,781
|
|
|
52,542
|
|
|
117,418
|
|
|
—
|
|
|
366,831
|
|
||||||
Property and equipment, net
|
—
|
|
|
259,332
|
|
|
54,992
|
|
|
145,863
|
|
|
—
|
|
|
460,187
|
|
||||||
Intangible assets, net
|
—
|
|
|
46,007
|
|
|
75,676
|
|
|
29,164
|
|
|
—
|
|
|
150,847
|
|
||||||
Goodwill
|
—
|
|
|
445,046
|
|
|
164,345
|
|
|
139,753
|
|
|
—
|
|
|
749,144
|
|
||||||
Investments in and advances to subsidiaries
|
375,535
|
|
|
422,379
|
|
|
402,000
|
|
|
47,170
|
|
|
(1,247,084
|
)
|
|
—
|
|
||||||
Intercompany receivable
|
7,411
|
|
|
233,663
|
|
|
79,832
|
|
|
363,922
|
|
|
(684,828
|
)
|
|
—
|
|
||||||
Deferred tax asset, net
|
342
|
|
|
—
|
|
|
(1,688
|
)
|
|
10,004
|
|
|
—
|
|
|
8,658
|
|
||||||
Prepaid expenses, deferred costs, and other noncurrent assets
|
—
|
|
|
33,200
|
|
|
2,211
|
|
|
16,266
|
|
|
—
|
|
|
51,677
|
|
||||||
Total assets
|
$
|
383,378
|
|
|
$
|
1,636,408
|
|
|
$
|
829,910
|
|
|
$
|
869,560
|
|
|
$
|
(1,931,912
|
)
|
|
$
|
1,787,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of other long-term liabilities
|
—
|
|
|
3,888
|
|
|
10,665
|
|
|
5,713
|
|
|
—
|
|
|
20,266
|
|
||||||
Accounts payable and accrued liabilities
|
642
|
|
|
258,550
|
|
|
54,571
|
|
|
94,707
|
|
|
—
|
|
|
408,470
|
|
||||||
Total current liabilities
|
642
|
|
|
262,438
|
|
|
65,236
|
|
|
100,420
|
|
|
—
|
|
|
428,736
|
|
||||||
Long-term debt
|
—
|
|
|
614,804
|
|
|
(5
|
)
|
|
203,686
|
|
|
—
|
|
|
818,485
|
|
||||||
Intercompany payable
|
5,964
|
|
|
163,732
|
|
|
424,612
|
|
|
93,764
|
|
|
(688,072
|
)
|
|
—
|
|
||||||
Asset retirement obligations
|
—
|
|
|
21,628
|
|
|
4,778
|
|
|
28,007
|
|
|
—
|
|
|
54,413
|
|
||||||
Deferred tax liability, net
|
—
|
|
|
37,550
|
|
|
2,102
|
|
|
1,546
|
|
|
—
|
|
|
41,198
|
|
||||||
Other long-term liabilities
|
—
|
|
|
24,847
|
|
|
3,771
|
|
|
39,122
|
|
|
—
|
|
|
67,740
|
|
||||||
Total liabilities
|
6,606
|
|
|
1,124,999
|
|
|
500,494
|
|
|
466,545
|
|
|
(688,072
|
)
|
|
1,410,572
|
|
||||||
Shareholders' equity
|
376,772
|
|
|
511,409
|
|
|
329,416
|
|
|
403,015
|
|
|
(1,243,840
|
)
|
|
376,772
|
|
||||||
Total liabilities and shareholders' equity
|
$
|
383,378
|
|
|
$
|
1,636,408
|
|
|
$
|
829,910
|
|
|
$
|
869,560
|
|
|
$
|
(1,931,912
|
)
|
|
$
|
1,787,344
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net cash provided by operating activities
|
$
|
54,255
|
|
|
$
|
44,833
|
|
|
$
|
325
|
|
|
$
|
105,246
|
|
|
$
|
—
|
|
|
$
|
204,659
|
|
Additions to property and equipment
|
—
|
|
|
(74,589
|
)
|
|
(17,334
|
)
|
|
(32,983
|
)
|
|
—
|
|
|
(124,906
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(9,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,100
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(83,689
|
)
|
|
(17,334
|
)
|
|
(32,983
|
)
|
|
—
|
|
|
(134,006
|
)
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
424,900
|
|
|
39,673
|
|
|
191,753
|
|
|
—
|
|
|
656,326
|
|
||||||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
(454,900
|
)
|
|
(36,999
|
)
|
|
(260,140
|
)
|
|
—
|
|
|
(752,039
|
)
|
||||||
Intercompany financing
|
—
|
|
|
2,919
|
|
|
(3,416
|
)
|
|
497
|
|
|
—
|
|
|
—
|
|
||||||
Tax payments related to share-based compensation
|
(4,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,050
|
)
|
||||||
Proceeds from exercises of stock options
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Debt issuance, modification, and redemption costs
|
—
|
|
|
(1,085
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,085
|
)
|
||||||
Repurchase of common shares
|
(50,252
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,252
|
)
|
||||||
Net cash used in financing activities
|
(54,299
|
)
|
|
(28,166
|
)
|
|
(742
|
)
|
|
(67,890
|
)
|
|
—
|
|
|
(151,097
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
1,294
|
|
|
1,209
|
|
|
—
|
|
|
2,503
|
|
||||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(44
|
)
|
|
(67,022
|
)
|
|
(16,457
|
)
|
|
5,582
|
|
|
—
|
|
|
(77,941
|
)
|
||||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
90
|
|
|
127,292
|
|
|
36,779
|
|
|
31,249
|
|
|
—
|
|
|
195,410
|
|
||||||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
46
|
|
|
$
|
60,270
|
|
|
$
|
20,322
|
|
|
$
|
36,831
|
|
|
$
|
—
|
|
|
$
|
117,469
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net cash provided by operating activities
|
5,578
|
|
|
233,860
|
|
|
74,375
|
|
|
20,389
|
|
|
—
|
|
|
$
|
334,202
|
|
|||||
Additions to property and equipment
|
—
|
|
|
(58,106
|
)
|
|
(14,389
|
)
|
|
(34,710
|
)
|
|
—
|
|
|
(107,205
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(59,256
|
)
|
|
(14,389
|
)
|
|
(34,710
|
)
|
|
—
|
|
|
(108,355
|
)
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
440,000
|
|
|
47,208
|
|
|
395,555
|
|
|
—
|
|
|
882,763
|
|
||||||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
(461,701
|
)
|
|
(73,806
|
)
|
|
(209,641
|
)
|
|
—
|
|
|
(745,148
|
)
|
||||||
Redemption of long-term notes
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
||||||
Intercompany financing
|
—
|
|
|
197,910
|
|
|
(14,108
|
)
|
|
(183,802
|
)
|
|
—
|
|
|
—
|
|
||||||
Tax payments related to share-based compensation
|
(5,591
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,591
|
)
|
||||||
Proceeds from exercise of stock options
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Debt issuance, modification, and redemption costs
|
—
|
|
|
(8,430
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,430
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(5,577
|
)
|
|
(82,221
|
)
|
|
(40,706
|
)
|
|
2,112
|
|
|
—
|
|
|
(126,392
|
)
|
||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(2,227
|
)
|
|
(1,635
|
)
|
|
—
|
|
|
(3,862
|
)
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
1
|
|
|
92,383
|
|
|
17,053
|
|
|
(13,844
|
)
|
|
—
|
|
|
95,593
|
|
||||||
Cash, cash equivalents, and restricted cash as of beginning of period
|
89
|
|
|
34,909
|
|
|
19,726
|
|
|
45,093
|
|
|
—
|
|
|
99,817
|
|
||||||
Cash, cash equivalents, and restricted cash as of end of period
|
$
|
90
|
|
|
$
|
127,292
|
|
|
$
|
36,779
|
|
|
$
|
31,249
|
|
|
$
|
—
|
|
|
$
|
195,410
|
|
|
Year Ended
December 31, 2017 |
||||||||||||||||||||||
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
8,388
|
|
|
$
|
205,400
|
|
|
$
|
(8,039
|
)
|
|
$
|
24,838
|
|
|
$
|
—
|
|
|
$
|
230,587
|
|
Additions to property and equipment
|
—
|
|
|
(72,395
|
)
|
|
(15,785
|
)
|
|
(55,960
|
)
|
|
—
|
|
|
(144,140
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(346
|
)
|
|
(464,777
|
)
|
|
(19,479
|
)
|
|
—
|
|
|
(484,602
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(72,741
|
)
|
|
(480,562
|
)
|
|
(75,439
|
)
|
|
—
|
|
|
(628,742
|
)
|
||||||
Proceeds from borrowings under revolving credit facility
|
—
|
|
|
852,600
|
|
|
104,137
|
|
|
124,952
|
|
|
—
|
|
|
1,081,689
|
|
||||||
Repayments of borrowings under revolving credit facility
|
—
|
|
|
(789,600
|
)
|
|
(79,144
|
)
|
|
(107,417
|
)
|
|
—
|
|
|
(976,161
|
)
|
||||||
Proceeds from borrowings of long-term debt
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
||||||
Debt issuance costs
|
—
|
|
|
(5,704
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,704
|
)
|
||||||
Intercompany financing
|
—
|
|
|
(482,606
|
)
|
|
477,100
|
|
|
5,506
|
|
|
—
|
|
|
—
|
|
||||||
Tax payments related to share-based compensation
|
(8,504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,504
|
)
|
||||||
Proceeds from exercise of stock options
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||
Net cash (used in) provided by financing activities
|
(8,400
|
)
|
|
(125,310
|
)
|
|
502,093
|
|
|
23,041
|
|
|
—
|
|
|
391,424
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
980
|
|
|
(179
|
)
|
|
—
|
|
|
801
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(12
|
)
|
|
7,349
|
|
|
14,472
|
|
|
(27,739
|
)
|
|
—
|
|
|
(5,930
|
)
|
||||||
Cash and cash equivalents as of beginning of period
|
101
|
|
|
27,560
|
|
|
5,254
|
|
|
72,832
|
|
|
—
|
|
|
105,747
|
|
||||||
Cash and cash equivalents as of end of period
|
$
|
89
|
|
|
$
|
34,909
|
|
|
$
|
19,726
|
|
|
$
|
45,093
|
|
|
$
|
—
|
|
|
$
|
99,817
|
|
|
Quarter Ended
|
||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Total
|
||||||||||
|
(In thousands, excluding per share amounts)
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
318,270
|
|
|
$
|
340,821
|
|
|
$
|
351,507
|
|
|
$
|
338,807
|
|
|
$
|
1,349,405
|
|
Net income
|
4,317
|
|
|
10,467
|
|
|
20,867
|
|
|
12,614
|
|
|
48,265
|
|
|||||
Net income attributable to controlling interests and available to common shareholders
|
4,319
|
|
|
10,471
|
|
|
20,864
|
|
|
12,620
|
|
|
48,274
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income per common share
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
$
|
0.46
|
|
|
$
|
0.28
|
|
|
$
|
1.06
|
|
Diluted net income per common share
|
$
|
0.09
|
|
|
$
|
0.22
|
|
|
$
|
0.46
|
|
|
$
|
0.28
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
336,184
|
|
|
$
|
340,987
|
|
|
$
|
340,175
|
|
|
$
|
327,897
|
|
|
$
|
1,345,243
|
|
Net (loss) income
|
(2,785
|
)
|
|
3,772
|
|
|
8,779
|
|
|
(6,110
|
)
|
|
3,656
|
|
|||||
Net (loss) income attributable to controlling interests and available to common shareholders
|
(2,768
|
)
|
|
3,767
|
|
|
8,781
|
|
|
(6,104
|
)
|
|
3,676
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net (loss) income per common share
|
$
|
(0.06
|
)
|
|
$
|
0.08
|
|
|
$
|
0.19
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.08
|
|
Diluted net (loss) income per common share
|
$
|
(0.06
|
)
|
|
$
|
0.08
|
|
|
$
|
0.19
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.08
|
|
|
Page
|
Exhibit Number
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated April 27, 2016, by and among Cardtronics, Inc., Cardtronics Group Limited, CATM Merger Sub LLC and CATM Holdings LLC (incorporated herein by reference to Annex A of the Registration Statement on Form S-4, filed by Cardtronics plc on April 27, 2016, File No. 333-210955).
|
3.1
|
|
Articles of Association of Cardtronics plc (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
4.1
|
|
Indenture, dated as of April 4, 2017, by and among Cardtronics, Inc., Cardtronics USA, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5, 2017, File No. 001-37820).
|
4.2
|
|
First Supplemental Indenture, dated as of April 28, 2017, by and among Cardtronics, Inc. Cardtronics USA Inc., Cardtronics plc, the subsidiary guarantors names therein and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s and Cardtronics USA, Inc.’s 5.5% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.2 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 28, 2018).
|
4.3
|
|
Form of 5.5% Senior Note due 2025 (incorporated herein by reference to Exhibit 4.2 (included in Exhibit 4.1) of the Current Report on Form 8-K, filed by Cardtronics, PLC on April 5, 2017, File No. 001-37820).
|
4.4
|
|
Indenture, dated as of November 25, 2013, by and among Cardtronics, Inc. and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on November 26, 2013, File No. 001-33864).
|
4.5
|
|
First Supplemental Indenture, dated as of July 1, 2016, by and among Cardtronics, Inc., Cardtronics plc and Wells Fargo Bank, National Association, as trustee, relating to Cardtronics, Inc.’s 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
Exhibit Number
|
|
Description
|
4.6
|
|
Form of 1.00% Convertible Senior Notes due 2020 (incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on November 26, 2013, File No. 001-33864).
|
4.7
|
|
Form of Class A ordinary share certificate for Cardtronics plc (incorporated herein by reference to Exhibit 4.3 of the Current Report on Form 8-K, filed by Cardtronics plc. on July 1, 2016, File No. 001-37820).
|
|
||
10.1
|
|
Second Amended and Restated Credit Agreement, dated as of November 19, 2018, by and among Cardtronics plc, the other Obligors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as Alternative Currency Agent, Bank of America, N.A., Barclays Bank plc and Wells Fargo Bank, N.A. as co-Syndication Agents and Capital One, N.A. and Compass Bank, as co-Documentation Agents, and the lenders party thereto.(incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on November 19, 2018, File No. 001-37820).
|
10.2
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated September 19, 2019, by and among Cardtronics plc, the other Obligors party thereto, JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on September 20, 2019, File No. 001-37820).
|
10.3
|
|
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.4
|
|
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.5
|
|
Amended and Restated Base Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.6
|
|
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.7
|
|
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.8
|
|
Amended and Restated Base Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.6 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.9
|
|
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.7 of the Current Report on Form 8-K, filed by Cardtronics plc. on November 1, 2016, File No. 001-37820).
|
10.10
|
|
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.8 of the Current Report on Form 8-K, filed by Cardtronics plc on October 26, 2016, File No. 001-37820).
|
10.11
|
|
Amended and Restated Additional Bond Hedge Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.9 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.12
|
|
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.10 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.13
|
|
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated herein by reference to Exhibit 10.11 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
10.14
|
|
Amended and Restated Additional Warrant Confirmation, dated as of October 26, 2016, by and among Cardtronics plc, Cardtronics, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.12 of the Current Report on Form 8-K, filed by Cardtronics plc on November 1, 2016, File No. 001-37820).
|
Exhibit Number
|
|
Description
|
10.15†
|
|
Form of Deed of Indemnity of Cardtronics plc, entered into by each director of Cardtronics plc and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia, Dilshad Kasmani, Todd Ruden, Jonathan Simpson-Dent and Roger Craig (incorporated herein by reference to Exhibit 10.21 of the Annual Report on Form 10-K, filed by Cardtronics, Inc. on February 28, 2017, File No. 001-33864).
|
10.16†
|
|
Form of Indemnification Agreement of Cardtronics, Inc., entered into by each director of Cardtronics plc and each of the following officers: Steven A. Rathgaber, Edward H. West, E. Brad Conrad, Jerry Garcia and David Dove (incorporated herein by reference to Exhibit 10.7 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.17†
|
|
2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 4, 2001 (incorporated herein by reference to Exhibit 10.21 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).
|
10.18†
|
|
Amendment No. 1 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of January 30, 2004 (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).
|
10.19†
|
|
Amendment No. 2 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc., dated effective as of June 23, 2004 (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-4, filed by Cardtronics, Inc. on January 20, 2006, File No. 333-131199).
|
10.20†
|
|
Amendment No. 3 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of May 9, 2006 (incorporated herein by reference to Exhibit 10.38 of Post-effective Amendment No. 1 to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).
|
10.21†
|
|
Amendment No. 4 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of August 22, 2007 (incorporated herein by reference to Exhibit 10.39 of Post-effective Amendment No. 1 to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).
|
10.22†
|
|
Amendment No. 5 to the 2001 Stock Incentive Plan of Cardtronics Group, Inc. dated effective as of November 26, 2007 (incorporated herein by reference to Exhibit 10.40 of Post-effective Amendment No. 1 to the Registration Statement on Form S-1, filed by Cardtronics, Inc. on December 10, 2007, File No. 333-145929).
|
10.23†
|
|
Third Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by Cardtronics plc, effective July 1, 2016) (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.24†
|
|
Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.25†
|
|
Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.26†
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 of Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.27†
|
|
Form of Equity Restricted Stock Unit Agreement (Performance Based) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.28†*
|
|
Fourth Amended and Restated 2007 Stock Incentive Plan (adopted by Cardtronics plc on January 18, 2019 and incorporated herein by reference to Exhibit 10.35 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).
|
10.29†
|
|
Form of Stock Option Award Agreement pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
10.30†
|
|
Form of Restricted Stock Unit Agreement (Time-Based) pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820
|
10.31†
|
|
Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
10.32†
|
|
Form of Restricted Stock Unit Agreement (Market-Based) pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
Exhibit Number
|
|
Description
|
10.33†
|
|
Form of Restricted Stock Unit Agreement (Special) pursuant to the Third Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
10.34†
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.7 of Quarterly Report on Form 10-Q, filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
10.35
|
|
Form of Restricted Stock Unit Agreement (Performance-Based) pursuant to the Fourth Amended and Restated 2007 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on August 1, 2019, File No. 001-37820).
|
10.36
|
|
Deed of Assumption, dated July 1, 2016, executed by Cardtronics plc (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed by Cardtronics plc on July 1, 2016, File No. 001-37820).
|
10.37†*
|
|
Form Annual Executive Cash Incentive Plan (incorporated herein by reference to Exhibit) 10.60 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).
|
10.38†
|
|
Cardtronics, Inc. 2013 Long Term Incentive Plan, dated March 29, 2013 (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 4, 2013, File No. 001-33864).
|
10.39†
|
|
Cardtronics, Inc. 2014 Long Term Incentive Plan, dated March 27, 2014 (incorporated herein by reference to Exhibit 99.3 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on April 2, 2014, File No. 001-33864).
|
10.40†
|
|
Cardtronics, Inc. 2015 Long Term Incentive Plan, dated March 24, 2015 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 30, 2015, File No. 001-33864).
|
10.41†
|
|
Cardtronics, Inc. 2016 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016 File No. 001-33864).
|
10.42†
|
|
Cardtronics, Inc. 2016 Annual Bonus Pool Allocation Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics, Inc. on April 28, 2016, File No. 001-33864).
|
10.43†
|
|
Amended and Restated Employment Agreement by and between Cardtronics plc and Edward H. West, dated as of December 6, 2017 (incorporated herein by reference to Exhibit 10.01 of the Current Report on Form 8-K, filed by Cardtronics, Inc. on December 11, 2017, File No. 001-33864).
|
10.44†
|
|
Employment Agreement by and between Cardtronics plc and Gary W. Ferrera, dated effective as of November 28, 2017 (incorporated herein by reference to Exhibit 10.51 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2018).
|
10.45†
|
|
Amendment to Employment agreement, dated July 31, 2019, by and between Cardtronics plc and Gary W. Ferrera (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Cardtronics plc on August 1, 2019, File No. 001-37820).
|
10.46†
|
|
Employment Agreement by and between Cardtronics USA, Inc. and Paul Gullo, dated effective as of May 14, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on August 2, 2018).
|
|
||
10.48†
|
|
Employment agreement by and between Cardtronics USA, Inc. and Dan Antilley, dated effective as of October 9, 2018 (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on November 1, 2018).
|
|
||
10.50†
|
|
Employment agreement by and between Cardtronics USA, Inc. and Brian Bailey, dated effective as of October 10, 2018 (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on November 1, 2018).
|
10.51†
|
|
Employment agreement by and between Cardtronics USA, Inc. and Stuart Mackinnon, dated effective as of October 9, 2018 (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q, filed by Cardtronics plc on November 1, 2018).
|
|
||
10.53†*
|
|
Employment agreement by and between Cardtronics USA, Inc. and J. Brad Nolan, dated October 9, 2018.(incorporated herein by reference to Exhibit 10.58 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).
|
Exhibit Number
|
|
Description
|
10.54†*
|
|
Employment agreement by and between Cardtronics USA, Inc. and Geri R. House, dated October 9, 2018.(incorporated herein by reference to Exhibit 10.59 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).
|
10.55†*
|
|
Employment agreement by and between Cardtronics USA, Inc. and Aimie Killeen dated February 24, 2019.(incorporated herein by reference to Exhibit 10.60 of the Annual Report on Form 10-K, filed by Cardtronics plc on February 28, 2019).
|
|
||
10.57
|
|
Employment agreement by and between Cardtronics USA, Inc. and Paul Wilmore dated March 22, 2019 (incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Cardtronics plc on May 2, 2019, File No. 001-37820).
|
|
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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/s/ Edward H. West
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Edward H. West
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Chief Executive Officer and Director
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(Principal Executive Officer)
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Signature
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Title
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/s/ Edward H. West
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Chief Executive Officer and Director
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Edward H. West
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(Principal Executive Officer)
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/s/ Gary W. Ferrera
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Chief Financial Officer
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Gary W. Ferrera
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(Principal Financial Officer)
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/s/ Paul A. Gullo
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Chief Accounting Officer
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Paul A. Gullo
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(Principal Accounting Officer)
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/s/ Mark Rossi
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Mark Rossi
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Chairman of the Board of Directors
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/s/ Juli Spottiswood
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Juli Spottiswood
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Director
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/s/ Jorge M. Diaz
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Jorge M. Diaz
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Director
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/s/ G. Patrick Phillips
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G. Patrick Phillips
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Director
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/s/ Julie Gardner
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Julie Gardner
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Director
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/s/ Warren Jenson
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Warren Jenson
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Director
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/s/Douglas Braunstein
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Douglas Braunstein
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Director
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(1)
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CARDTRONICS UK LIMITED (Company Number 03610221) whose registered office is at Building 4, 1st Floor, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL 10 9UL (the "Company")
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(2)
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MARC TERRY of 32 Shepherds Road, Watford, WD18 7HX (the "Executive")
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1
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DEFINITIONS
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1.1
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In this agreement the following words, phrases and expressions shall have the following meaning:
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(a)
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"Board" means the Board of Directors of the Company as comprised from time to time and any such person or committee authorised by the Board as its/their representative for the purposes of this agreement.
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(b)
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"Commencement Date" means the date of this Service Agreement.
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(c)
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"Compensation Committee" means a committee of the board of directors of Cardtronics plc that determines from time to time the annual salary, any bonuses and other remuneration payable to the Executive and other members of the Board.
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(d)
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"Executive Personal Pension Plan" means the company's Group Personal Pension plan with Legal & General or such other arrangement agreed between the parties from time to time.
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(e)
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"Group" means the Company, its subsidiaries, any holding company of the Company and any subsidiary of such holding company (all as defined in section 1159 of the Companies Act 2006) and any associated company (which expression shall mean any other company of which the Company or its holding company or any subsidiary of the Company or its holding company beneficially holds not less than 20% of the equity share capital) and any reference to "Group Company" shall be construed accordingly.
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(f)
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"Line Manager" means the Chief Executive Officer of Cardtronics plc (or any successor entity thereto) from time to time.
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(g)
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"Termination Date" means the date upon which the Executive's employment with the Company terminates, whether lawfully or not, and references to "from the Termination Date" mean from and including the date of termination.
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1.2
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Any reference to a statutory provision includes all re-enactments and modifications of that provision and any regulations made under it or them.
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1.3
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The headings in this agreement are for convenience only. They do not form part of this agreement and do not affect its interpretation.
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2
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THE APPOINTMENT
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2.1
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Subject to clause 2.2, the Executive agrees to act as Executive Vice President and Managing Director – International or in such other capacity as the Board may from time to time direct. The Executive accepts that the Company may at its discretion require him to perform different or additional tasks not specifically within the scope of his duties whether for the Company or any Group Company and the Executive agrees to perform those duties or undertake those tasks as if they were specifically provided for under this agreement.
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2.2
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This employment is conditional on the Executive producing upon request any documentation requested by the Company for the purposes of establishing his right to work in the UK. If the Executive fails to provide this documentation within a reasonable period of time (if requested by the Company) the Company may terminate the Executive's employment without notice.
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2.3
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The Executive acknowledges and warrants as follows:
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(a)
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that by entering into this agreement and fulfilling his obligations under it, he is not in breach of any obligation to any third party; and
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(b)
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that he will not bring or use in the course of his employment with the Company any trade secrets or confidential information belonging to him previous employers or to any third party without their prior written consent.
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3
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DURATION AND CONTINUOUS EMPLOYMENT
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3.1
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This agreement will, subject to earlier termination in accordance with its terms, continue unless and until it is terminated by either party giving to the other 6 months prior written notice.
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3.2
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For statutory purposes, the Executive has been continuously employed by the Company since 17 September 2017.
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4
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DUTIES
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4.1
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Without prejudice to clauses 2.1 and 4.5, the Executive will carry out such duties and functions, exercise such powers and comply with such instructions in connection with the business of the Company and any Group Company as the Board reasonably determines from time to time and will comply with all the Company's rules, regulations, policies and procedures from time to time in force.
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4.2
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Unless prevented by illness, accident, other authorised leave or holiday as set out below, the Executive will devote substantially the whole of his time, attention and skill as may reasonably be required to the affairs of the Company and use his best endeavours to promote its interests.
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4.3
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The Executive acknowledges and agrees that he is at all times during his employment (including during any period of suspension or while on garden leave in accordance with clause 18.3) subject to duties of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, without limitation, the obligation throughout the duration of this agreement:
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(a)
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not to compete with the Company or any Group Company;
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(b)
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not to make preparations (during such hours as the Executive should be providing services under this agreement) to compete with the Company or any Group Company after this agreement has terminated;
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(c)
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not to solicit in competition with the Company or any Group Company any customer or customers of the Company or any Group Company;
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(d)
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not to entertain invitations to provide services either in a personal capacity or on behalf of any third party from actual or prospective customers of the Company or any Group Company where such invitations relate to services which could be provided by the Company or any Group Company;
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(e)
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not to offer employment elsewhere to employees of the Company or any Group Company;
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(f)
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not to copy or memorise Confidential Information (as defined in clause 14) or trade secrets of the Company or any Group Company with a view to using or disclosing such information for a purpose other than for the benefit of the Company or any Group Company; and
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(g)
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not to encourage, procure or assist any third party to do anything which, if done by the Executive, would be a breach of (a) to (f) above.
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4.4
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The Company may at any time appoint any person or persons to act jointly with the Executive to discharge his duties and functions under this agreement.
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4.5
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The Company reserves the right to require the Executive to carry out the duties of equivalent status either in addition to or instead of the Executive's duties detailed under clause 4.1 and to make reasonable adjustments to his reporting lines.
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4.6
|
The Executive will not without the prior written consent of the Board:
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(a)
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incur any capital expenditure in excess of such sums as may be authorised from time to time; or
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(b)
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enter into or terminate on behalf of the Company or any Group Company any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of his normal duties or of an unusual, onerous or long-term nature.
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4.7
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The Executive accepts that he has a duty to report to the Chief Human Resources Officer any actual or suspected wrongdoing on the part of other staff of the Company or any Group Company of which he becomes aware, including in particular (without limitation) conduct which, were it by the Executive, would fall within clause 4.3 above.
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5
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NORMAL HOURS
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5.1
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The Executive will work such hours as may from time to time reasonably be required of him as are consistent with his appointment (which may involve working on public holidays). The Company acknowledges that the Executive has not opted out of the Working Time Regulations at the point of commencement of this Agreement. The Executive agrees that he will keep appropriate records of the hours that he works to enable the Company to comply with its obligations under the Working Time Regulations.
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6
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OTHER INTERESTS
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6.1
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The Executive will devote all of his time to the Company and/or any Group Company and will not (without the prior written consent of the Board) directly or indirectly either on his own account or on behalf of any other person, company, business entity or other organisation engage in, be concerned with, or provide services to (whether as an employee, officer, director, agent, partner, consultant or otherwise) any other business, office or other external activity which does or may potentially affect the full and proper performance of his duties. EXCEPT THAT the Executive may hold up to 1% of any securities in a company which is quoted on any recognised Stock Exchange.
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6.2
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The Executive confirms that prior to entering into this agreement he has fully disclosed to the Company in writing all circumstances of which he is aware in respect of which there is, or might be perceived to be, a conflict of interest between the Company or any Group Company and the Executive or his spouse, civil partner (or anyone living as such), children or parents, and he agrees to fully and promptly disclose to the Board any further such circumstances which may arise during this agreement.
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7
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PLACE OF WORK
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7.1
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The Executive's usual place of work will be the Hatfield office location but the Company may require the Executive to work at any place within the United Kingdom on either a temporary or an indefinite basis. The Executive will be given reasonable notice of any change in his place of work. The Executive may also be required to travel both throughout and outside the United Kingdom for the better performance of his duties; expenses incurred in such travel, other than commuting to and from the Executive's regular place of work, will be reimbursed by the Company in accordance with clause 9 below.
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7.2
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The Executive agrees to comply with any reasonable request of the Company to relocate should the Company wish to vary the Executive's usual place of work. If the Executive does relocate the Company may (but is not obliged to) provide the Executive with financial or other relocation assistance in accordance with any relocation policy in place from time to time.
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7.3
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For the purposes of Part 1 of the Employment Rights Act 1996, it is not expected that the Executive will be required to work outside the United Kingdom for more than one month at a time.
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8
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REMUNERATION
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8.1
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The Executive will receive a basic salary of £360,000 ("Salary") per annum (inclusive of all director's fees and salaries which may be payable to the Executive by the Company or any Group Company). The Salary will accrue from day to day and will be payable by equal monthly instalments in arrears on or around the 25th day of each calendar month, less tax and National Insurance.
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8.2
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The Salary will be reviewed annually by the Board, without any undertaking by the Company that the Salary will be automatically increased.
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8.3
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The Executive shall be entitled to participate in an annual incentive plan, in accordance with the terms detailed SCHEDULE 2.
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8.4
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The Executive shall be entitled to participate in a long term incentive plan, in accordance with the terms detailed at SCHEDULE 3.
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8.5
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Any bonus paid to the Executive pursuant to clauses 8.3 and 8.4 shall not be deemed to become part of the contractual remuneration or Salary for pension purposes or otherwise. Receipt of any bonus in any one year does not give rise to a contractual entitlement to a bonus in any subsequent year.
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8.6
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Subject to SCHEDULE 1, any bonus is not payable if the Executive is not employed and/or is under notice of termination given by either party for any reason as at the date of payment.
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8.7
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The Company reserves the right in its absolute discretion to discontinue, vary or amend any bonus plans for 2019 or any future bonus plans or incentive schemes which are communicated to the Executive from time to time, including, for the avoidance of doubt, any annual incentive plans or long term incentive plans. The Company will not be liable to provide any replacement bonus or incentive schemes, or compensation in lieu of such bonus or incentive schemes.
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9
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EXPENSES
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9.1
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The Executive will be entitled to be repaid all reasonable travelling, hotel and other expenses properly authorised by the Company, in accordance with the Company Expenses Policy on expenses and incurred in or about the proper performance of his duties, which expenses shall be evidenced and claimed in such manner as the Company may specify from time to time, either under the Company Expenses Policy or at all.
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9.2
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Where the Company makes any credit card available to the Executive, he will:
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(a)
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take good care of such card and immediately report any loss of such card to the Company;
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(b)
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use the card only for the purposes of the Company's business and in accordance with any Company policy applicable; and
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(c)
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surrender it upon the request of the Company at any time.
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10
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PENSION
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10.1
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The Company agrees to contribute an amount equivalent to 6% (or such higher amount as required by law) of Salary to the Executive's Personal Pension Plan in satisfaction of the auto-enrolment legislation and subject to the rules of such a plan and any applicable HM Revenue & Customs limits in force from time to time. If the Executive can show to the Company's reasonable satisfaction that he has reached relevant lifetime limits set by HM Revenue & Customs, the Company may pay a cash amount in lieu of such contribution to the Executive of equivalent cost to the Company.
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10.2
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The Company at its absolute discretion reserves the right to discontinue, vary or amend any pension arrangements provided for the benefit of the Executive at any time (where this is permitted by law). The Company will provide appropriate notice of any discontinuance, variation or amendment. The Company will not be liable to provide any replacement benefit of the same or similar kind, or compensation in lieu of such benefit (save as may be required by law).
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11
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OTHER BENEFITS
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11.1
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During this agreement the Executive will be eligible to participate at the Company's expense in the Company's:
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(a)
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life assurance scheme (4 times base annual salary) ;
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(b)
|
private medical expenses insurance scheme for the benefit of the Executive and dependants.
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11.2
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The Executive's membership of (and entitlement to benefit from) the schemes detailed at clause 11.1 above is subject to:
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(a)
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the rules of the above schemes from time to time (and any replacement schemes provided by the Company);
|
(b)
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the terms of the relevant insurance policy from time to time; and
|
(c)
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the Executive (and, where appropriate, his dependents) being eligible to participate in or benefit from such schemes pursuant to their rules.
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11.3
|
If the scheme provider (including but not limited to any insurance company) refuses for any reason (whether based on its own interpretation of the terms of the insurance policy or otherwise) to provide any benefits to the Executive the Company is not liable to provide replacement benefits of the same or similar kind or compensation in lieu of such benefits.
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11.4
|
The Company may at its absolute discretion challenge any refusal by any scheme provider to provide benefits to the Executive or, where appropriate, his dependents, providing that:
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(a)
|
where appropriate the Executive takes all proper measures to appeal against the refusal in accordance with the terms of any policy provided by the scheme provider and meets (on an interim or on an account basis if so requested) all costs in connection with the same;
|
(b)
|
the Executive fully co-operates with the Company and discloses to it all personal information relevant to the claim and, if required by the Company, attends a medical examination by a doctor selected and instructed by it; and
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(c)
|
the Executive fully indemnifies the Company against all costs, expenses and claims incurred by the Company in connection with challenging the scheme provider's decision to refuse to provide benefits under the scheme.
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11.5
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The Company at its absolute discretion reserves the right to discontinue, vary or amend any scheme provided for the benefit of the Executive and, where appropriate, his dependants, at any time and will not be liable to provide any replacement benefit of the same or similar kind, or compensation in lieu of such benefit. The Company will provide appropriate notice of any discontinuance, variation or amendment.
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11.6
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Nothing in this agreement will prevent the Company terminating the Executive's employment for whatever reason (including but not limited to his incapacity) even if such termination results in the Executive losing any existing or prospective benefits as detailed in clause 11.1, save that any benefits or payment in respect of benefits under SCHEDULE 1 shall remain unaffected by termination of the employment.
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12
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HOLIDAYS
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12.1
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The Company's holiday year runs from 1 January to 31 December. The Executive will in addition to bank holidays be entitled to 25 working days' paid holiday in each holiday year. The rate of pay due in respect of each bank and public holiday or working day's paid holiday will be calculated on the basis of 1/2601" of the Executive's Salary. Holidays are to be taken at such time or times as may be approved by the Line Manager. The Executive shall not be entitled to take more than 10 days' holiday at any one time, unless previously agreed with the Line Manager.
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12.2
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The Executive will not be entitled to carry forward any unused days of his holiday entitlement to the subsequent holiday year. Notwithstanding this, if the Executive has been unavoidably prevented from taking holiday during the relevant holiday year then he may be entitled to carry over some unused holiday day's subject always to approval by his Line Manager and entirely at the Company's discretion. No payment in lieu of any unused holiday will be paid with the exception of upon the termination of the Executive's employment.
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12.3
|
If the Executive has been unavoidably prevented from taking holiday during the relevant holiday year because of sickness absence, an exception may be made upon request and with the Company's approval. There is no payment in lieu in respect of any holiday untaken at the end of the holiday year.
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12.4
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The Company and the Executive agree that in any holiday year the Executive will be deemed to take any holiday accruing under the Working Time Regulations 1998 first.
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12.5
|
The Company reserves the right at its sole discretion to require the Executive to take or not to take all or part of any outstanding holiday during any notice period or period of garden leave.
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12.6
|
On termination of the Executive's employment, the Executive's entitlement to accrued holiday pay will be directly in proportion to the Executive's service during the holiday year in which the termination took place, plus a sum in respect of any holiday which the Executive has been permitted to carry over from previous holiday years in accordance with clause 12.3. If on termination of employment the Executive has taken holidays in excess of the holidays equivalent to the proportion of the holiday year he has been
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12.7
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If the Company has terminated or would be entitled to terminate the Executive's employment under clause 18.1, or if the Executive has terminated his employment in breach of this agreement, any payment due under clause 12.6 shall be limited to the Executive's statutory entitlement under the Working Time Regulations 1998 and any paid holidays (including paid public holidays) shall be deemed to have been taken first in satisfaction of the statutory entitlement.
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12.8
|
If the Executive's employment is terminated under clause 18.5 the Executive will not be entitled to any payment in respect of holiday which would otherwise have accrued during the remainder of the notice period.
|
13
|
INCAPACITY
|
13.1
|
If the Executive is absent from his duties as a result of illness he will notify the Line Manager as soon as possible and then keep the Company informed and complete any self-certification forms which are required by the Company. If the incapacity continues for a period of eight days or more he will produce to the Company a medical certificate to cover the duration of such absence. The Executive must produce medical certificates to cover any further period of absence.
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13.2
|
If the Executive is absent from his duties as a result of illness or injury then (subject to clause 18.1(g)) if he complies with the requirements in this clause he will be entitled to payment of his Salary at the full rate in respect of such illness or injury for a period (in total) of no more than 90 days in any period of 12 months (whether the absence is intermittent or continuous). Thereafter, the Executive will not be entitled to any further payment from the Company (other than Statutory Sick Pay) until the resumption of his duties, unless and to the extent that any absence thereafter is for substantially the same illness or injury or is related to or a consequence of it, in which cases it will attract Statutory Sick Pay only.
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13.3
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The remuneration paid under clause 13.2 will include any Statutory Sick Pay payable and when this is exhausted it will be reduced by the amount of any Social Security Sickness Benefit or other benefits recoverable by the Executive (whether or not recovered).
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13.4
|
For the avoidance of doubt the provisions of this clause 13 will not prejudice or limit in any way the Company's right to terminate this agreement pursuant to clauses 3 and 18 or otherwise pursuant to its terms.
|
13.5
|
Whether or not the Executive is absent by reason of sickness, injury or other incapacity the Executive will at the request of the Company agree to have a medical examination performed by a doctor (including an occupational health specialist) appointed and paid for by the Company. The Executive acknowledges that unreasonable refusal of such a request may lead to disciplinary action. Further, failure to co-operate with the Company in respect of such examinations may result in the Company making a decision regarding the Executive's entitlements and employment based upon the information available to it at the time.
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13.6
|
The Executive will not be entitled to sick pay (except for Statutory Sick Pay) if he is absent from his duties as a result of illness whilst:
|
(a)
|
an investigation is being carried out into an alleged act of misconduct by the Executive or into any other circumstances which may warrant the termination of his employment;
|
(b)
|
a redundancy exercise is being carried out and the executive has provisionally been selected for redundancy; or
|
(c)
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the Executive is working out his notice period.
|
14
|
CONFIDENTIAL INFORMATION
|
14.1
|
The Executive acknowledges that in the ordinary course of his employment he will be exposed to information about the business, technology, processes, products, plans, financial or other information or data of the Company and any Group Company and that of the Company's and the Group's suppliers and customers which may amount to a trade secret, be confidential or commercially sensitive and which if misused or disclosed could cause significant harm to the Company or any Group Company. Such information (whether or not recorded in writing, on computer disk or in any other medium) is referred to in this agreement as Confidential Information and shall in particular include (without limitation):
|
(a)
|
details of how the Company/Group prices its products or services including any discounts or non-standard terms offered to any clients;
|
(b)
|
the Company/Group's intellectual property (except where this is protected by patent or equivalent protection);
|
(c)
|
information relating to the Company/Group's suppliers and the terms and conditions (including any prices and discounts) agreed with them;
|
(d)
|
information relating to the Company/Group's clients or customers and the terms and conditions (including any prices and discounts) agreed with them;
|
(e)
|
research and development projects of the Company/Group;
|
(f)
|
the Company/Group's marketing and sales strategies and plans;
|
(g)
|
potential acquisitions and disposals by the Company/Group;
|
(h)
|
the Company/Group's financial and sales performance;
|
(i)
|
any processes, inventions, designs, know-how, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Company/Group: and
|
(j)
|
any other categories of confidential information that the Company wants to protect and which it notifies to the Executive in writing as being confidential or which by its nature or the surrounding circumstances is clearly confidential.
|
14.2
|
The Executive agrees to accept the restrictions in this clause in relation to such Confidential Information. The Executive will not either directly or indirectly during the term of this agreement or after its termination without limit in time, either for his own purposes or for any purposes other than those of the Company or any Group Company (for any reason and in any manner), use or divulge or communicate to any person, firm, company or organisation (except to those officials of the Company or any Group Company who need to know the same) any Confidential Information acquired or discovered by him in the course of his employment with the Company.
|
14.3
|
The Executive will be responsible for protecting the confidentiality of the Confidential Information and shall:
|
(a)
|
use his best endeavours to prevent the use, disclosure or communication of any Confidential Information by any person, company or organisation; and
|
(b)
|
inform the Board immediately on becoming aware, or suspecting, that any such person, firm, company or organisation knows or has used any Confidential Information.
|
14.4
|
The restrictions contained in this clause do not apply to:
|
(a)
|
any disclosure authorised by the Board or required in the ordinary and proper course of the Executive's employment or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority or otherwise required by obligation of public law: or
|
(b)
|
any information that the Executive can demonstrate was known to him prior to the commencement of the Executive's employment by the Company or by any Group Company: or
|
(c)
|
any information which is, or comes into, the public domain other than through the Executive's unauthorised disclosure or breach of confidence: or
|
(d)
|
any information being a protected disclosure by the Executive in accordance within the meaning of section 43A Employment Rights Act 1996.
|
14.5
|
The Executive will not, other than with the prior written approval of the Board or any Director of the Group Company to whom he reports, make or issue any press, radio or television statement, or publish or submit for publication any letter or article relating directly or indirectly to the business affairs of the Company or any Group Company containing Confidential Information.
|
14.6
|
The provisions of this clause 14 are without prejudice to the duties and obligations of the Executive which exist at common law or in equity.
|
14.7
|
The provisions of this clause 14 shall survive any termination of this agreement and shall remain in force in relation to any item of Confidential Information for so long as it is still properly regarded by the Company or any Group Company as being confidential.
|
15
|
INTELLECTUAL PROPERTY
|
15.1
|
The Executive acknowledges and agrees that because of the nature of his duties and the particular responsibilities arising as a result of such duties that he owes to the Company and any Group Company a special obligation to further the interests of the Company and any Group Company.
|
15.2
|
The Executive will promptly disclose in writing to the Company any works of any nature which he makes (alone or with others) during the course of his employment and the Company will keep such invention confidential unless and until it has been determined whether it is an invention owned by the Company.
|
15.3
|
Subject to section 39 of the Patents Act 1977, all intellectual property rights existing (or which may in the future exist) in any works created by the Executive during the course of his employment or by using materials, tools, information or opportunities made available to him through his employment shall belong to the Company (or to any Group Company which the Company may nominate in writing from time to time) and the Executive hereby assigns all the intellectual property rights in such works to the Company (or to any Group Company which has been nominated in writing), free from all encumbrances. For these purposes "intellectual property rights" include trademarks, registered designs, design rights, copyrights and future copyrights, database rights and other intellectual property rights together, where registerable, with the right to apply for registration of such rights and to claim priority from such applications. This clause shall apply both to such rights which exist at the date of this agreement and which may come into existence in the future.
|
15.4
|
Subject to sections 39 - 42 of the Patents Act 1977, if required by the Company to do so (whether during or after the termination of his employment), the Executive will sign any document and do anything necessary or desirable to:
|
(a)
|
fully vest ownership in the Company as sole beneficial owner of any rights either {i) referred to in clause 15.3 or (ii) which the Company owns (alone or with others) in inventions made by the Executive by virtue of section 39 of the Patents Act 1977; and
|
(b)
|
enable the Company, or any Group Company which the Company may nominate from time to time, to maintain in force, enforce or defend any such right.
|
15.5
|
The Executive irrevocably waives, on a worldwide basis, in favour of the Company all his rights pursuant to sections 77 to 89 inclusive of the Copyright Designs and Patents Act 1988 and similar rights throughout the world in any work he may create during the course of his employment.
|
15.6
|
The Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to execute or complete any document or do any such thing and generally to use his name for the purposes of giving to the Company (or its nominee or successors) the full benefit of the provisions of this clause 15.
|
15.7
|
The Executive accepts that no future agreement between the Company and him, dealing with the ownership or licensing of any intellectual property rights in works or inventions created by him, shall be enforceable unless and until it is in writing signed on behalf of the Company by a director (not being the Executive).
|
15.8
|
The Executive agrees that he will not use or commercially exploit any of the Company's intellectual property rights after the termination of his employment with the Company, without the Company's prior written consent.
|
15.9
|
The provisions of this clause 15 shall remain in full force and effect following the termination of this agreement for any reason, whether such termination is lawful or not.
|
16
|
NON-SOLICITATION AND RESTRICTIVE COVENANTS
|
16.1
|
The Executive undertakes to the Company on behalf of itself and as agent for any Group Company that he will not directly or indirectly and whether alone or in conjunction with or on behalf of any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner, independent contractor or otherwise:
|
(a)
|
at any time during the period of 12 months from the Effective Date be employed, engaged, concerned or interested in any business providing Competing Products or Services within or related to the Restricted Territory;
|
(b)
|
at any time during the period of 12 months from the Effective Date be employed, engaged, concerned or interested in any Relevant Customer if as a result that customer may reasonably be expected to cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company;
|
(c)
|
at any time during the period of 12 months from the Effective Date canvass, solicit, attempt to solicit, interfere with or entice away or cause to be canvassed, solicited, interfered with or enticed away any Relevant Customer with a view to providing it with any Competing Products or Services; or
|
(d)
|
at any time during the period of 12 months from the Effective Date provide or agree to provide to any Relevant Customer any Competing Products or Services; or
|
(e)
|
at any time during the period of 12 months from the Effective Date solicit, entice or induce or endeavour to solicit, entice or induce or assist any Key Person to leave the Company or any Relevant Group Company, whether or not such person would commit any breach of his own contract of employment or engagement by doing so; or
|
(f)
|
at any time during the period of 12 months from the Effective Date in connection with any business in or proposing to be in competition with the Company or any Relevant Group Company employ, engage or appoint or in any way cause or assist to be employed, engaged or appointed a Key Person; or
|
(g)
|
at any time during the period of 12 months from the Effective Date solicit or attempt to solicit or place orders for the supply of products or services from a Supplier if as a result the Supplier may reasonably be expected to cease supplying, or materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or
|
(h)
|
encourage, assist or procure any third party to do anything which, if done by the Executive would be in breach of (a) to (g) above.
|
16.2
|
Each of the restrictions in clause 16 is intended to be separate and severable and in the event that any of such restrictions shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording or range of services or products were reduced in scope or deleted, the said restrictions shall apply with such modifications as may be necessary to make them valid and effective.
|
16.3
|
None of the restrictions in clause 16 shall prevent the Executive from:
|
(a)
|
holding up to 1% of any securities in a company which is quoted on any recognised Stock Exchange; or
|
(b)
|
being employed, engaged, concerned or interested in any business insofar as the Executive's duties or work relate solely to geographical areas where the business is not in competition with the Company or any Relevant Group Company; or
|
(c)
|
being employed, engaged, concerned or interested in any business insofar as the Executive's duties or work relate solely to products or services of a kind with which the Executive was not directly involved, concerned or connected during the period of 12 months immediately prior to the Effective Date.
|
16.4
|
Since by reason of services rendered to or offices held in any other Group Company the Executive may also obtain in the course of his employment knowledge of the trade secrets or other confidential information of such companies, the Executive hereby agrees that he will at the request and cost of the Company enter into a direct agreement or undertaking with such Group Company whereby the Executive will accept restrictions corresponding to the restrictions contained in this agreement (or such of them as may be appropriate in the circumstances) in relation to such products and services and such area and for such period as such Group Company may reasonably require for the protection of its legitimate interest.
|
16.5
|
It is understood and agreed by the Company and the Executive that damages may be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in this clause 16 and that any such breach by the Executive or on his behalf may cause the Company great and irreparable injury and damage. Accordingly, the Executive agrees that the Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of the restrictions contained in this clause 16.
|
16.6
|
If the Executive is offered new employment or a new appointment or engagement he agrees to immediately bring the terms of this clause 16 to the attention of the person making the offer.
|
16.7
|
The Executive agrees that, on or before the Termination Date, he will delete any connection between him and any Key Person or Relevant Customer or Supplier stored in any form of Social Media. The Executive further agrees that updating his profile and/or connecting or reconnecting to any Key Person or Relevant Customer or Supplier using Social Media after the Termination Date may amount to a breach of clause 16.1 above.
|
16.8
|
The Executive may seek the written consent of the Company, which may be withheld for good reason, to waive the provisions of this clause 16 on a case by case basis.
|
16.9
|
For the purposes of this clause 16 the following expressions shall have the following meanings:
|
(a)
|
"Competing Products or Services" means products or services which are of the same kind as or of a materially similar kind to and competitive with any products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply the Executive was directly involved, concerned or interested or about which he possessed Confidential Information.
|
(b)
|
"Confidential Information" is as defined in clause 14.1.
|
(c)
|
"Effective Date" means the Termination Date or (if earlier) the date on which the Executive commences garden leave in accordance with clause 18.3 of this agreement.
|
(d)
|
"Key Person" means any person employed by the Company or any Relevant Group Company who on the Effective Date is an officer of the Company or any Relevant Group Company, has "director" in his title, is a director or a member of the senior management team, senior new business person or sales person or executive or is of the same or similar grade to the Executive and in each case with whom the Executive worked or had material dealings or whose work he was responsible for or managed during the period of 12 months immediately prior to the Effective Date.
|
(e)
|
"Relevant Customer" means any person, firm, company or organisation who or which at any time during the period of 12 months immediately prior to the Effective Date is or was:
|
(i)
|
negotiating with the Company or a Relevant Group Company for the sale or supply of Relevant Products or Services; and/or
|
(ii)
|
a client or customer of the Company or any Relevant Group Company for the sale or supply of Relevant Products or Services,
|
(f)
|
"Relevant Group Company" means any Group Company (other than the Company) for which the Executive has performed services under this agreement or for which the Executive has had material operational or management responsibility or has provided material services at any time during the period of 12 months immediately prior to the Effective Date.
|
(g)
|
"Relevant Products or Services" means any products or services sold or supplied by the Company or any Relevant Group Company during the period of 12 months immediately prior to the Effective Date and with which sale or supply the Executive was directly involved, concerned or connected or about which he possessed Confidential Information.
|
(h)
|
"Restricted Territory" means within UK & Northern Ireland and any other country in the world (including, for the avoidance of doubt, any country within Europe
|
(i)
|
"Social Media" means any online communication tool which facilitates the creation, publication, storage and/or exchange of user-generated content, including but not limited to Facebook, Flickr, Google, Linkedln, MySpace, Skype, Twitter, Tumblr, You Tube and Wikis.
|
(j)
|
"Supplier" means any business which at any time during the period of 12 months immediately prior to the Effective Date provided products or services to the Company or the Relevant Group Company and with whom the Executive had material dealings or for whom the Executive had responsibility in that respect at any time during that period.
|
17
|
STATEMENTS
|
17.1
|
The Executive will not at any time knowingly make any untrue or misleading statement in relation to the Company or any Group Company.
|
17.2
|
The Executive will not at any time after the termination of his employment with the Company represent himself as still being in any way connected with or interested with the Company or any Group Company or their respective businesses unless the particulars are specifically agreed in writing with the Company.
|
17.3
|
The Company's officers and directors will not at any time knowingly make any untrue or misleading statement in relation to the Executive, both during and after the termination of the employment relationship.
|
18
|
TERMINATION
|
18.1
|
Notwithstanding the provisions of clause 3 above, the Company may terminate this agreement immediately without notice in writing (even if the Company may have allowed any time to elapse or on a former occasion may not have enforced its rights under this clause) and without obligation to pay any compensation to the Executive (except as required under SCHEDULE 1) if he:
|
(a)
|
without any reasonable cause materially neglects, omits or refuses to perform all or any of his duties or obligations under this agreement or to observe and perform the provisions of this agreement to the reasonable satisfaction of the Board; or
|
(b)
|
misconducts himself whether during or outside the course of his duties under this agreement in such a way that in the reasonable opinion of the Board the business, operation, interests or reputation of the Company or any Group Company is, or is likely to be, prejudicially affected; or
|
(c)
|
commits any criminal offence (including in particular any offence involving dishonesty or violence) other than an offence which does not in the opinion of the Board affect his position under this agreement; or
|
(d)
|
is convicted of an offence under any statutory enactment or regulation relating to bribery; or
|
(e)
|
becomes bankrupt or makes or attempts to make any composition with creditors or if any insolvency order is made against the Executive; or
|
(f)
|
becomes of unsound mind; or
|
(g)
|
becomes incapacitated from performing all or any of his duties under this agreement by illness, injury or otherwise for a period exceeding (in total) 26 weeks (or for such longer period as the Company may agree) in any period of 12 months; or
|
(h)
|
becomes prohibited by law from being a director of a company or if the Executive ceases to be a director of the Company without the consent of the Company; or
|
(i)
|
commits any act of gross misconduct during the course of his duties under this agreement; or
|
(j)
|
is guilty of any deliberate act of discrimination, harassment or victimisation on grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex or sexual orientation; or
|
(k)
|
commits a material breach of any Company policy or procedure.
|
18.2
|
The Company will have the right to suspend the Executive (subject to the continued payment of Salary and benefits, but not sick pay) pending any investigation into any potential dishonesty, gross misconduct or any other circumstances which may give rise to a right to the Company to terminate the Executive's employment with or without notice for such period as it thinks fit.
|
18.3
|
During any period of notice, and provided that the Company continues to pay the Salary and to provide all benefits to which he is contractually entitled (or a sum in lieu of the value to him of such benefits) until the termination of his employment, then the Company is entitled at its absolute discretion to place the Executive on garden leave. During any such period of garden leave the Executive must not, except as authorised by the Company:
|
(a)
|
attend his place of work or any other premises of the Company or any Group Company during the remaining period of his notice (or any part of such period);
|
(b)
|
make contact (including socially) with any employees, agents, suppliers or customers or clients of the Company or any Group Company except as directed by the Company during the remaining period of his notice (or any part of such period); and
|
(c)
|
make any public announcement of his departure save at a time and in terms reasonably directed by the Company.
|
18.4
|
In addition to clause 18.3, during any period of garden leave, the Company may require the Executive to:
|
(a)
|
not carry out his duties or to exercise his powers or responsibilities under this agreement during the remaining period of his notice period (or any part of such period);
|
(b)
|
resign immediately from any offices he may hold in the Company or in any Group Company;
|
(c)
|
return to the Company all documents, computer disks, laptop computers, mobile telephones, iPhones or similar devices and other property (including summaries, extracts or copies) belonging to the Company or any Group Company or to its or their clients or customers; and
|
(d)
|
work from his home and/or to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities.
|
18.5
|
Whether or not either party has served notice to terminate this agreement under clause 3, the Company may, at its absolute discretion, terminate the Executive's employment at any time by notifying the Executive in writing that it is exercising its right under this clause 18.5 to dismiss him with immediate effect and that it will be making a payment to him in line with the provisions of this clause 18.5 and of clause 18.6. Such a payment will be equivalent to the Salary (excluding any benefits) which would have been payable during the Executive's notice period or any unexpired balance thereof and will be in full and final settlement of the Executive's contractual claims under this agreement. The Company is not obliged to make such a payment (and will be entitled to recover any sums already paid) if after such notification it becomes aware of any grounds arising prior to the Termination Date which would have entitled it to summarily dismiss the Executive in accordance with clause 18.1.
|
18.6
|
The Company reserves the right to pay any sums due under clause 18.5 in equal monthly instalments during what would have been the unexpired portion of the Executive's contractual notice period. Notwithstanding that a termination of his employment in accordance with clause 18.5 is not a breach of this agreement, the Executive agrees that following such notification as is referred to in clause 18.5 he will be under a duty to take reasonable steps to mitigate any consequential losses by seeking an alternative remunerative position, whether as employee, director, self employed consultant or shareholder, and to notify the Company in writing as soon as any such position is accepted, of when it is due to commence and the financial terms applicable to it. If the Executive obtains an alternative position during this period any sums due to the Executive under clause 18.5 will be reduced or extinguished accordingly.
|
18.7
|
If the Company terminates the Executive's employment without the written notification referred to in clause 18.5, then the Executive will have no contractual entitlement to the pay in lieu of notice referred to in that clause.
|
18.8
|
In the event of termination, the Company shall pay the Executive compensation in accordance with SCHEDULE 1.
|
19
|
RETIREMENT
|
19.1
|
The Company does not have a fixed retirement age although this may be reviewed from time to time to reflect the Company's business needs. The Executive may choose at what age he wishes to retire. If the Executive wishes to retire he should provide the
|
19.2
|
Since knowing when the Executive intends to retire may be helpful to the Company in terms of succession planning etc., the Company may ask the Executive about his plans in this respect from time to time. The Executive is not bound by any indication he gives the Company, but he agrees to keep it informed of any changes to his stated intentions arising, for example, through changes in his personal circumstances.
|
20
|
DEDUCTIONS
|
20.1
|
For the purposes of the Employment Rights Act 1996, the Executive hereby authorises the Company at any time during the continuance of this agreement and in any event on termination howsoever arising, to deduct from him remuneration (which for this purpose includes Salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all debts owed by the Executive to the Company or any Group Company, including but without limitation the balance outstanding of any loans (and interest where appropriate) advanced by the Company to the Executive, the cost of repairing any damage or loss to the Company's property caused by him, any non business or unauthorised expense incurred on the Company's credit card and any loss suffered by the Company as a result of any neglect or breach of duty by the Executive.
|
20.2
|
The Executive further agrees that the Company may withhold any sums owing on termination of his employment pending his compliance with clauses 23 and 24.1 of this agreement.
|
21
|
SUCCESSORS
|
21.1
|
This agreement is personal to the Executive and shall not be assigned by the Executive and the rights, benefits and obligations of the Executive hereunder shall not be subject to voluntary or involuntary assignment or transfer without prior written consent of the Company. In addition, any payment owed to the Executive hereunder after the date of the Executive's death shall be paid to the Executive's estate.
|
22
|
SALE OR RECONSTRUCTION OF THE COMPANY
|
23
|
DELIVERY OF DOCUMENTS AND PROPERTY
|
(a)
|
immediately deliver up to the Company all property (including but not limited to any, hardware, documents and software, Blackberry, mobile telephone, iPhone or similar device, credit cards, keys and security passes) belonging to it or any Group Company in the Executive's possession or under his control. "Documents
|
(b)
|
provide access (including passwords) to any computer (or other equipment or software) in his possession or under his control which contains information relating to the Company or any Group Company. The Executive also agrees that the Company is entitled to inspect, copy and/or remove any such information from any such computer, equipment or software owned by the Executive or under his control and the Executive agrees to allow the Company reasonable access to the same for these purposes.
|
24
|
RESIGNATION AS DIRECTOR
|
24.1
|
Without prejudice to clause 18.4(b) the Executive will on termination of this agreement for any reason at the request of the Board resign immediately without claim for separate compensation:
|
(a)
|
as a director of the Company and any such Group Company of which he is a director; and
|
(b)
|
from all trusteeships held by him of any pension scheme or other trusts established by the Company or any Group Company or any other company with which the Executive has had dealings as a consequence of his employment with the Company.
|
24.2
|
If the Executive fails to resign within seven days of its request, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on the Executive's behalf, and may withhold pending compliance any sums owing to the Executive in any respect.
|
25
|
DISCIPLINARY AND GRIEVANCE PROCEDURES
|
25.1
|
The Company's disciplinary and grievance procedures are set out in the Company Handbook available from Human Resources. These procedures do not form part of the Executive's contract of employment.
|
25.2
|
If the Executive has any grievance relating to his employment, he should raise it in the first instance with the Chief Human Resources Officer, in accordance with the Company's grievance procedure.
|
26
|
DATA PROTECTION
|
26.1
|
The Company will collect and process information relating to the Executive in accordance with the privacy notice, which is available on the internet.
|
26.2
|
The Executive agrees to use all reasonable endeavours to keep the Company informed of any changes to his personal data and to comply with the Company's data protection rules and procedures as set out in the Company's Data Protection Policy/Staff Handbook. By entering into this agreement, the Executive is deemed to have been notified about the manner in which the Company will process his personal data.
|
27
|
POLICIES AND PROCEDURES
|
28
|
COLLECTIVE AGREEMENTS
|
29
|
NOTICES
|
29.1
|
Any notice to be given under this agreement to the Executive may be given to him personally or sent to him by pre-paid first class letter or sent by email addressed to him at his last known email address or place of residence. Any notice to be given to the Company should be addressed to the Line Manager and may be served by leaving it at or sending the notice by email or pre-paid first class letter to him at its registered office for the time being.
|
29.2
|
Any notice served by post shall be deemed to have been served forty-eight hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service.
|
30
|
WARRANTY
|
31
|
ENTIRE AGREEMENT
|
32
|
INVALIDITY
|
(a)
|
such provision shall be deemed deleted and severed from this agreement;
|
(b)
|
amendments to the agreement may be made by the addition or deletion of wording as appropriate to replace the invalid part or provision with such provision that
|
(c)
|
the validity and enforceability of the other provisions of this agreement shall not be affected.
|
33
|
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
|
34
|
DISPUTE RESOLUTION
|
34.1
|
If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution ("CEDR") Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.
|
34.2
|
Mediation is a confidential process and will be entered into both voluntarily and in good faith, and neither party, by entering into such a process will waive their respective statutory or contractual employment rights.
|
35
|
GOVERNING LAW AND JURISDICTION
|
35.1
|
This agreement is governed by and interpreted in accordance with the law of England and Wales.
|
35.2
|
The parties submit to the exclusive jurisdiction of the High Court of England and Wales in connection with any claim, dispute or matter arising out of or relating to this agreement.
|
35.3
|
Any delay by the Company in exercising any of its rights under this agreement will not constitute a waiver of such rights.
|
1
|
DEFINITIONS
|
1.1
|
"AECIP" means the Cardtronics plc Annual Executive Cash Incentive Plan or any current or similar or successor plan.
|
1.2
|
“Change in Control” shall mean and shall be deemed to have occurred if any event set forth in any one of the following paragraphs shall have occurred:
|
(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 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 of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the Successor Entity in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such transaction or (b) at least a majority of the members of the board of directors (or comparable governing body) of the Successor Entity immediately following the Corporate Transaction were Incumbent Directors (defined below at (d)) at the time of the execution of the initial agreement providing for such Corporate Transaction;
|
(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 US Securities Exchange Act 1934 as amended from time to time, 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
|
(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 of directors of the Parent Company (the "Board") : individuals who, on the Commencement 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 Commencement 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).
|
1.3
|
"Entity" means any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organisation or other business entity.
|
1.4
|
"Good Reason" means the occurrence of any of the following events:
|
(a)
|
A diminution of 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 proportionally;
|
(b)
|
A material diminution in the Executive's authority, duties or responsibilities (including in connection with Change in Control or other Corporate Transaction, the Executive being assigned to any position (including offices and reporting requirements), authority, duties or responsibilities that are not at or with with Parent Company or the corporation or other Entity surviving or resulting from such Corporate Transaction) including, without limitation, Executive's ceasing to be an officer and a publicly traded company;
|
(c)
|
the involuntary relocation of the Executive's place of work by more than 50 miles from the agreed location as a result of or in connection with a Change of Control or other Corporate Transaction; or
|
(d)
|
A material breach of this agreement by the Company, other than an isolated, insubstantial and inadvertent failure to comply with this agreement not occurring in bad faith
|
(a)
|
the condition described above must have happened without the Executive's consent;
|
(b)
|
the Executive must have provided a written Notice of Breach to the Company of such condition in accordance with clause 29 within 90 days of the initial existence of such condition;
|
(c)
|
the condition specified in the Notice of Breach must remained uncorrected for 30 days following the Company's receipt of the Notice of Breach; and
|
(d)
|
the date of the Executive's termination of employment must occur within 90 days of the initial existence of the condition specified in the Notice of Breach.
|
1.5
|
"LTIP" means the Company’s long term incentive plan from time to time, which at the Effective Date are awards issued pursuant to the terms of the Cardtronics Inc. 2007 Stock Incentive Plan as amended and restated from time to time or any current or similar or successor plan and the relevant award agreement.
|
1.6
|
"Notice of Breach" means a written notice delivered to the other party that:
|
(a)
|
indicates the specific provision in this agreement that the party contends the other party has breached or the specific circumstance in the definition of Good Reason that the party alleges to exist; and
|
(b)
|
where applicable, details the facts and circumstances that provide the basis for such breach or other condition.
|
1.7
|
"Parent Company" means Cardtronics plc, a public limited company organised under English law, or any successor thereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including, without limitation, any Entity otherwise resulting from a Corporate Transaction.
|
1.8
|
"Parent Company's Assets" means the assets (of any kind) owned by the Parent Company, including, without limitation, the securities of the Parent Company’s Subsidiaries and any of the assets owned by the Parent Company’s Subsidiaries.
|
1.9
|
"Person” shall have the meaning provided in Section 3(a)(9) of the US Securities Exchange Act 1934 as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Parent Company or any company that is owned or is controlled by the Parent Company, (iii) an underwriter temporarily holding securities pursuant to an offering by the Parent Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of the Parent Company in substantially the same proportion as their ownership of shares of the Parent Company.
|
1.10
|
“Subsidiary” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or any majority-owned subsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significant financial interest provided that the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary for the purposes of this Agreement.
|
1
|
TERMINATION OF EMPLOYMENT – termination under Clause 18.1, death and resignation other than for Good Reason
|
2.1
|
If the Executive's employment is terminated:
|
(a)
|
in accordance with Clause 18.1; or
|
(b)
|
by reason of the Executive's death; or
|
(c)
|
by the Executive resigning other than for Good Reason;
|
2.2
|
If the Executive's employment is terminated for a reason specified at paragraph 2.1, the Executive shall be entitled, subject to paragraph 5, to:
|
(a)
|
payment of all accrued and unpaid Salary up to and including the Termination Date;
|
(b)
|
reimbursement for all expenses incurred but not yet reimbursed, in accordance with Clause 9;
|
(c)
|
all benefits to which the Executive is entitled under Clauses 10 and 11 up to and including the Termination Date; and
|
(d)
|
except in the case of termination in accordance with any of paragraphs (a) to (e) inclusive or (h) to (k) inclusive of Clause 18.1, any unpaid annual bonus under the AECIP for the calendar year ending prior to the Termination Date, which amount shall be payable in a lump sum on the date such annual bonuses are paid to executives who have continued employment with the Company or its parent company (but in no event later than 15 March of the calendar year following the calendar year to which such annual bonus relates).
|
2.3
|
In addition, if the Executive's employment is terminated pursuant to Clause 18.1(f) or Clause 18.1(g) or by reason of his death, then, save to the extent that the applicable award agreement provides for more favourable treatment, and subject to execution by the Executive or the Executive’s representative of a settlement agreement and the Executive’s or the Executive’s representative’s ongoing compliance with all of the surviving provisions of this agreement, the following treatment, subject to paragraph 5, shall apply to any outstanding equity awards granted to the Executive:
|
(a)
|
any sign-on or one-off special equity awards that were not awarded to the Executive as annual awards pursuant to the LTIP shall vest in full on the Termination Date;
|
(b)
|
any equity awards granted as annual awards pursuant to the LTIP which vest solely on the basis of continued employment or service and which would have vested, but for the termination of the Executive's employment, within 12 months immediately following the Termination Date, shall vest on the Termination Date; and
|
(c)
|
any equity awards granted as annual awards pursuant to the LTIP which vest in whole or in part on the basis of performance targets shall vest as follows:
|
(i)
|
where the Termination Date falls before the expiry of the performance period, an award shall be deemed to have been earned at the target level of performance specified for that award and the number of Shares which vest under that award shall then be pro-rated to reflect the number of full and partial months for which the Executive was employed within the performance period compared to the total number of months in the performance period; and
|
(ii)
|
where the Termination Date falls on or after the expiry of the performance period, any award earned by reference to that performance period shall, if not already vested, vest in full on the Termination Date to the extent so earned.
|
2
|
TERMINATION OF EMPLOYMENT – resignation for Good Reason or termination by the Company other than under Clause 18.1 otherwise than in the 24 months following a Change in Control.
|
3.1
|
Unless the Executive's employment is terminated in the 24 months following a Change in Control, if the Executive's employment is terminated by way of:
|
(a)
|
the Executive's resignation for Good Reason; or
|
(b)
|
the Company terminating the Executive's employment for any reason other than those specified in Clause 18.1;
|
3.2
|
If the Executive's employment is terminated in accordance with paragraph 3.1, the Executive shall be entitled, subject to paragraph 5, to:
|
(a)
|
payment of all accrued and unpaid Salary up to and including the Termination Date;
|
(b)
|
reimbursement for all expenses incurred but not yet reimbursed, in accordance with Clause 9;
|
(c)
|
all benefits to which the Executive is entitled under Clauses 10 and 11 up to and including the Termination Date,; and
|
(d)
|
any unpaid annual bonus under the AECIP for the calendar year ending prior to the Termination Date, which amount shall be payable in a lump sum on the date such annual bonuses are paid to executives who have continued employment with the Company or its parent company (but in no event later than 15 March of the calendar year following the calendar year to which such annual bonus relates).
|
3.3
|
In addition, if the Executive's employment is terminated in accordance with paragraph 3.1, then, subject to execution by the Executive of a settlement agreement and the
|
(a)
|
a bonus for the calendar year in which the Termination Date occurs of an amount equal to the bonus payable under the AECIP for such year as determined in good faith by the Board in accordance with the criteria determined by the Board in its sole discretion under the AECIP (as outlined in Schedule 2 to this agreement) and based on the Company's performance for such year, which amount shall be pro rated for the period up to and including the Termination Date (based on the number of days for which the Executive was employed by the Company during such year compared against the number of days in such year) and payable in a lump sum on the date such annual bonuses are paid to executives who have continued employment with the Company or its parent company (but in no event later than 15 March of the calendar year following the calendar year to which such annual bonus relates); and
|
(b)
|
an amount equal to the sum of the Executive's annual Salary as at the Termination Date and the annual bonus payable to the Executive under the AECIP at target for the year in which the Termination Date falls, which amount shall be divided into and paid in twelve equal consecutive monthly instalments, commencing on the first payroll date that falls on or immediately follows the 60th day after the Termination Date.
|
3.4
|
In addition, if the Executive's employment is terminated in accordance with paragraph 3.1, then, save to the extent that the applicable award agreement provides for more favourable treatment, and subject to execution by the Executive or the Executive’s representative of a settlement agreement and the Executive's compliance with all of the surviving provisions of this agreement, the following treatment, subject to paragraph 5, shall apply to any outstanding equity awards granted to the Executive:
|
(a)
|
any sign-on or one-off special equity awards that were not awarded to the Executive as annual awards pursuant to the LTIP shall vest in full on the Termination Date;
|
(b)
|
any equity awards granted as annual awards pursuant to the LTIP which vest solely on the basis of continued employment or service and which would have vested, but for the termination of the Executive's employment, within 12 months immediately following the Termination Date, shall vest on the Termination Date; and
|
(c)
|
any equity awards granted as annual awards pursuant to the LTIP which vest in whole or in part on the basis of performance targets shall vest as follows:
|
(i)
|
where the Termination Date falls during the first 12 calendar months of a performance period applicable to an award, that award shall be forfeited;
|
(ii)
|
where the Termination Date falls after the end of the first 12 calendar months of a performance period applicable to an award but prior to the end of that performance period, an award shall be deemed to have been earned at the actual level of performance for that award and the number
|
(iii)
|
where the Termination Date falls on or after the expiry of the performance period, any award earned by reference to that performance period shall, if not already vested, vest in full on the Termination Date to the extent so earned.
|
3
|
TERMINATION OF EMPLOYMENT – resignation for Good Reason or termination other than under Clause 18.1 in the 24 months following a Change in Control.
|
4.1
|
If within 24 months following a Change in Control, the Executive's employment is terminated by way of:
|
(a)
|
the Executive's resignation for Good Reason; or
|
(b)
|
the Company terminating the Executive's employment for any reason other than those detailed in Clause 18.1;
|
4.2
|
If the Executive's employment is terminated in accordance with paragraph 4.1 then subject to the Executive's compliance with all of the surviving provisions of this agreement, the Executive shall be entitled to receive, subject to paragraph 5, the following:
|
(a)
|
payment of all accrued and unpaid Salary up to and including the Termination Date;
|
(b)
|
reimbursement for all incurred expenses incurred but not yet reimbursed, in accordance with clause 9; and
|
(c)
|
all benefits to which the Executive is entitled under Clauses 10 and 11 up to and including the Termination Date;
|
4.3
|
In addition, if the Executive's employment is terminated in accordance with paragraph 4.1, then, subject to execution by the Executive of a settlement agreement and the Executive's compliance with all of the surviving provisions of this agreement, the Executive shall be entitled, subject to paragraph 5, to receive the following:
|
(a)
|
a bonus for the calendar year in which the Termination Date occurs in of an amount equal to the target bonus payable under the Annual Incentive Plan AECIP for such year in accordance with the criteria established pursuant to SCHEDULE 2, which amount shall be pro rated through and for the period up to and including the Termination Date (based on the number of days for which the Executive was employed by the Company during such year compared against the number of days in such year) and payable in a lump sum on the first payroll date that falls on or immediately following the 60th day after the Termination Date;
|
(b)
|
an amount equal to the twice the Executive's annual salary as of at the Termination Date and the annual bonus payable to the Executive at target for the year in which
|
(c)
|
notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favourable treatment and provided the applicable stock incentive plan allows:
|
(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 Termination Date;
|
(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 following the Termination Date, shall fully vest as of the Termination Date;
|
(C)
|
equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals:
|
(1)
|
for a termination of employment during the performance period applicable to an award, such awards shall be deemed earned at the greater of actual or target level of performance and any time-vesting condition shall be satisfied as of the Termination Date; and
|
(2)
|
for a termination of employment following the end of the performance period applicable to an award, any awards earned during the performance period, and that would have, but for the termination of the Executive’s employment, vested following the Termination Date, shall fully vest as of the Termination Date.
|
4
|
GENERAL PROVISIONS
|
5.1
|
Any amount payable under paragraphs 2.2 (d), 2.3(a) to (c), 3.2 (d), 3.3 (a) and (b), 3.4 (a) to (c), 4.3 (a) to (c) of this SCHEDULE 1 shall be reduced by:
|
(a)
|
an amount equal to any entitlement to any payment for breach of statutory rights arising as a result of termination of this Agreement (save to the extent prohibited by law) including but not limited to compensation in respect of unfair dismissal;
|
(b)
|
any amounts payable or provided to the Executive following the giving of notice under this Agreement or termination of this Agreement in respect of salary and benefits during the notice period or in lieu of notice, accrued untaken holiday and/or statutory or enhanced redundancy payments; and
|
(c)
|
where there are insufficient cash amounts payable under this SCHEDULE 1 against which to offset any amounts specified in (a) and (b), amounts of equity otherwise deliverable in accordance with this Agreement such amount of stock shall be forfeited as the Board shall reasonably determine to have an equivalent cash value.
|
5.2
|
Reference to execution of a settlement agreement in this SCHEDULE 1 shall mean the Executive signing, within 30 days of the Termination Date or 45 days if the Company determines necessary, a settlement agreement in a form and substance satisfactory to the Company (acting reasonably) which shall include, without limitation, a general release of contractual and statutory claims against the Company and all related persons and entities and a reaffirmation of all of the Executive's continuing obligations to the Company under this Agreement or any other agreement between the Executive and the Company which are expressed to survive termination of employment (including but not limited to clauses 14 (Confidentiality), 15 (Intellectual Property) and 16 (Restrictive Covenants) of this agreement)
|
5.3
|
Where on termination of the Executive's employment the Company requires a settlement agreement to be executed by the Executive in accordance with paragraph 5.2, the Executive agrees that any vesting rights conferred under the LTIP or under the AECIP on the termination shall not accrue unless and until that settlement agreement has been executed by the Executive. The Executive further agrees that any rights under the LTIP or under the AECIP, whether awarded before or after the date of this Agreement, shall be amended so that they are subject to this paragraph 5.3, notwithstanding that this provision is not included in the terms of grant.
|
(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.
|
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STATE OF
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§
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§
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COUNTY OF
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§
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NOTARY PUBLIC in and for the
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State of ____________
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My Commission Expires: ____________
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Identification produced:
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Job Title
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Age
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No. Selected
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No. Not Selected
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Entity
|
|
Jurisdiction of Organization
|
|
CATM Australasia Holdings Limited
|
|
Australia
|
|
Cardtronics Australasia Pty Ltd
|
|
Australia
|
|
Cardtronics Canada Holdings Inc.
|
|
Canada
|
|
Cardtronics Canada ATM Processing Partnership
|
|
Canada
|
|
Cardtronics Canada Limited Partnership
|
|
Canada
|
|
CATM Cayman
|
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Cayman
|
|
CATM Holdings LLC
|
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Delaware
|
|
Cardtronics USA, Inc
|
|
Delaware
|
|
CATM North America Holdings Limited
|
|
Delaware
|
|
Cardtronics, Inc.
|
|
Delaware
|
|
ATM National, LLC
|
|
Delaware
|
|
Cardpoint Gmbh
|
|
Germany
|
|
CATM Ireland I Unlimited Company
|
|
Ireland
|
|
CATM Ireland II Unlimited Company
|
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Ireland
|
|
CATM Luxembourg I Sarl
|
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Luxembourg
|
|
CATM Luxembourg II Sarl
|
|
Luxembourg
|
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Spark ATM Systems Proprietary Limited
|
|
South Africa
|
|
Cardpoint Limited
|
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United Kingdom
|
|
Cardtronics UK Limited
|
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United Kingdom
|
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Cardtronics Holdings Limited
|
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United Kingdom
|
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CATM Europe Holdings Limited
|
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United Kingdom
|
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Sunwin Services Group (2010) Limited
|
|
United Kingdom
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (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: March 2, 2020
|
|
/s/ Edward H. West
|
|
|
Edward H. West
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (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: March 2, 2020
|
|
/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: March 2, 2020
|
|
/s/ Edward H. West
|
|
|
Edward H. West
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date: March 2, 2020
|
|
/s/ Gary W. Ferrera
|
|
|
Gary W. Ferrera
|
|
|
Chief Financial Officer
|