Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Registrant Name | CARDTRONICS INC | |
Entity Central Index Key | 1277856 | |
Current Fiscal Year End Date | -19 | |
Trading Symbol | catm | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,872,871 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $17,195 | $31,875 |
Accounts and notes receivable, net of allowance of $817 and $1082 as of March 31, 2015 and December 31, 2014, respectively | 74,234 | 80,321 |
Inventory, net | 8,032 | 5,971 |
Restricted cash | 21,293 | 20,427 |
Current portion of deferred tax asset, net | 26,327 | 24,303 |
Prepaid expenses, deferred costs, and other current assets | 30,394 | 34,508 |
Total current assets | 177,475 | 197,405 |
Property and equipment, net | 332,809 | 335,795 |
Intangible assets, net | 162,511 | 177,540 |
Goodwill | 507,455 | 511,963 |
Deferred tax asset, net | 11,763 | 10,487 |
Prepaid expenses, deferred costs, and other noncurrent assets | 17,858 | 22,600 |
Total assets | 1,209,871 | 1,255,790 |
Current liabilities: | ||
Current portion of long-term debt | 35 | |
Current portion of other long-term liabilities | 34,814 | 34,937 |
Accounts payable | 16,925 | 35,984 |
Accrued liabilities | 151,633 | 179,966 |
Total current liabilities | 203,372 | 250,922 |
Long-term liabilities: | ||
Long-term debt | 611,111 | 612,662 |
Asset retirement obligation | 51,605 | 52,039 |
Deferred tax liability, net | 12,214 | 15,916 |
Other long-term liabilities | 45,224 | 37,716 |
Total liabilities | 923,526 | 969,255 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 125,000,000 shares authorized; 52,024,250 and 51,596,360 shares issued as of March 31, 2015 and December 31, 2014, respectively; 44,871,211 and 44,562,122 shares outstanding as of March 31, 2015 and December 31, 2014, respectively | 5 | 5 |
Additional paid-in capital | 357,190 | 352,166 |
Accumulated other comprehensive loss, net | -99,077 | -83,007 |
Retained earnings | 134,059 | 118,817 |
Treasury stock: 7,153,039 and 7,034,238 shares at cost as of March 31, 2015 and December 31, 2014, respectively | -101,781 | -97,835 |
Total parent stockholders' equity | 290,396 | 290,146 |
Noncontrolling interests | -4,051 | -3,611 |
Total stockholders' equity | 286,345 | 286,535 |
Total liabilities and stockholders' equity | $1,209,871 | $1,255,790 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ||
Accounts and notes receivable, allowance | $1,133 | $1,082 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 52,024,250 | 51,596,360 |
Common stock, shares outstanding | 44,871,211 | 44,562,122 |
Treasury stock, shares | 7,153,039 | 7,034,238 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Revenues: | ||||
ATM operating revenues | $260,023 | $238,139 | ||
ATM product sales and other revenues | 21,878 | 6,933 | ||
Total revenues | 281,901 | 245,072 | ||
Cost of revenues: | ||||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets shown separately below. See Note 1) | 168,508 | 159,759 | ||
Cost of ATM product sales and other revenues | 19,292 | 6,810 | ||
Total cost of revenues | 187,800 | 166,569 | ||
Gross profit | 94,101 | 78,503 | ||
Operating expenses: | ||||
Selling, general, and administrative expenses | 30,880 | 24,527 | ||
Acquisition-related expenses | 2,358 | 3,087 | ||
Depreciation and accretion expense | 20,112 | 18,346 | ||
Amortization of intangible assets | 9,497 | 8,217 | ||
(Gain) loss on disposal of assets | -533 | [1] | 268 | [1] |
Total operating expenses | 62,314 | 54,445 | ||
Income from operations | 31,787 | 24,058 | ||
Other expense: | ||||
Interest expense, net | 4,710 | 5,416 | ||
Amortization of deferred financing costs and note discount | 2,779 | 2,685 | ||
Redemption costs for early extinguishment of debt | 654 | [2] | ||
Other income, net | 1,060 | 31 | ||
Total other expense | 8,549 | 8,786 | ||
Income before income taxes | 23,238 | 15,272 | ||
Income tax expense | 8,464 | 5,773 | ||
Net income | 14,774 | 9,499 | ||
Net loss attributable to noncontrolling interests | -459 | -66 | ||
Net income attributable to controlling interests and available to common stockholders | $15,233 | $9,565 | ||
Net income per common share - basic | $0.34 | $0.22 | ||
Net income per common share - diluted | $0.34 | $0.21 | ||
Weighted average shares outstanding - basic | 44,667,248 | 44,215,372 | ||
Weighted average shares outstanding - diluted | 45,265,601 | 44,767,588 | ||
[1] | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary.Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. | |||
[2] | Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Statements Of Comprehensive Income [Abstract] | ||
Net income | $14,774 | $9,499 |
Unrealized (loss) gain on interest rate swap contracts, net of deferred income tax (benefit) expense of $(3,293) and $919 for the three months ended March 31, 2015 and 2014, respectively | -5,154 | 1,186 |
Foreign currency translation adjustments | -10,916 | 740 |
Other comprehensive (loss) income | -16,070 | 1,926 |
Total comprehensive (loss) income | -1,296 | 11,425 |
Less: comprehensive loss attributable to noncontrolling interests | -396 | -78 |
Comprehensive (loss) income attributable to controlling interests | ($900) | $11,503 |
Consolidated_Statements_Of_Com1
Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Consolidated Statements Of Comprehensive Income [Abstract] | ||
Unrealized gains (losses) on interest rate swap contracts, tax (benefit) expense | ($3,293) | $919 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Cash flows from operating activities: | ||||
Net income | $14,774 | $9,499 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation, accretion, and amortization of intangible assets | 29,609 | 26,563 | ||
Amortization of deferred financing costs and note discount | 2,779 | 2,685 | ||
Stock-based compensation expense | 4,201 | 3,218 | ||
Deferred income taxes | -2,948 | -947 | ||
(Gain) loss on disposal of assets | -533 | [1] | 268 | [1] |
Other reserves and non-cash items | 1,219 | 122 | ||
Changes in assets and liabilities: | ||||
Decrease (increase) in accounts and note receivable, net | 9,102 | -5,628 | ||
Decrease in prepaid, deferred costs, and other current assets | 2,703 | 1,096 | ||
Increase in inventory | -2,477 | -899 | ||
(Increase) decrease in other assets | -1,720 | 441 | ||
Decrease in accounts payable | -23,234 | -19,036 | ||
Decrease in accrued liabilities | -2,175 | -2,231 | ||
Decrease in other liabilities | -428 | -632 | ||
Net cash provided by operating activities | 30,872 | 14,519 | ||
Cash flows from investing activities: | ||||
Additions to property and equipment | -31,678 | -16,712 | ||
Acquisitions, net of cash acquired | -15,510 | -8,805 | ||
Proceeds from disposal of assets | 7,376 | |||
Net cash used in investing activities | -39,812 | -25,517 | ||
Cash flows from financing activities: | ||||
Proceeds from borrowing of long-term debt | 113,400 | |||
Repayments of long-term debt and capital leases | -114,034 | -8,788 | ||
Repayments of borrowings under bank overdraft facility, net | -53 | -761 | ||
Debt issuance, modification and redemption costs | -142 | |||
Payment of contingent consideration | -517 | |||
Proceeds from exercises of stock options | 448 | 135 | ||
Excess tax benefit from stock-based compensation expense | 416 | 912 | ||
Repurchase of capital stock | -3,946 | -6,074 | ||
Net cash used in financing activities | -3,769 | -15,235 | ||
Effect of exchange rate changes on cash | -1,971 | -53 | ||
Net decrease in cash and cash equivalents | -14,680 | -26,286 | ||
Cash and cash equivalents as of beginning of period | 31,875 | 86,939 | ||
Cash and cash equivalents as of end of period | 17,195 | 60,653 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest, including interest on capital leases | 7,327 | 8,892 | ||
Cash paid for income taxes | $1,955 | $4,012 | ||
[1] | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary.Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. |
General_and_Basis_of_Presentat
General and Basis of Presentation | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
General and Basis of Presentation [Abstract] | |||||||
General and Basis of Presentation | |||||||
(1) General and Basis of Presentation | |||||||
General | |||||||
Cardtronics, Inc., along with its wholly and majority-owned subsidiaries (collectively, the "Company") provides convenient automated consumer financial services through its network of automated teller machines ("ATMs") and multi-function financial services kiosks. As of March 31, 2015, the Company provided services to approximately 111,500 devices across its portfolio, which included approximately 91,900 devices located in all 50 states of the United States ("U.S.") as well as in the U.S. territory of Puerto Rico, approximately 14,600 devices throughout the United Kingdom ("U.K."), approximately 1,000 devices throughout Germany and Poland, approximately 2,600 devices throughout Canada, and approximately 1,400 devices throughout Mexico. In the U.S., certain of the Company’s devices are multi-function financial services kiosks that, in addition to traditional ATM functions such as cash dispensing and bank account balance inquiries, perform other consumer financial services, including bill payments, check cashing, remote deposit capture (which is deposit taking at ATMs using electronic imaging), and money transfers. Also included in the total count of 111,500 devices are approximately 34,300 devices for which the Company provides various forms of managed services solutions, which may include services such as transaction processing, monitoring, maintenance, cash management, communications, and customer service. | |||||||
Through its network, the Company provides ATM management and equipment-related services (typically under multi-year contracts) to large, nationally and regionally-known retail merchants as well as smaller retailers and operators of facilities such as shopping malls and airports. In doing so, the Company provides its retail partners with a compelling automated financial services solution that helps attract and retain customers, and in turn, increases the likelihood that the devices placed at their facilities will be utilized. | |||||||
In addition to its retail merchant relationships, the Company also partners with leading national financial institutions to brand selected ATMs and financial services kiosks within its network, including BBVA Compass Bancshares, Inc., Citibank, N.A., Citizens Financial Group, Inc., Cullen/Frost Bankers, Inc., Santander Bank, N.A., and PNC Bank, N.A. in the U.S. and The Bank of Nova Scotia (“Scotiabank”) in Canada and Puerto Rico. In Mexico, the Company partners with Bansí, S.A. Institución de Banca Multiple (“Bansi”), a regional bank in Mexico and a noncontrolling interest owner in Cardtronics Mexico, S.A. de C.V. (“Cardtronics Mexico”), as well as with Grupo Financiero Banorte, S.A. de C.V. (“Banorte”) and Scotiabank to place their brands on the Company’s ATMs in exchange for certain services provided by them. As of March 31, 2015, approximately 22,000 of the Company’s ATMs were under contract with 425 financial institutions to place their logos on the Company’s ATMs and to provide convenient surcharge-free access for their banking customers. | |||||||
The Company also owns and operates the Allpoint network (“Allpoint”), the largest surcharge-free ATM network within the U.S. (based on the number of participating ATMs). The Allpoint network, which has approximately 55,000 participating ATMs globally, provides surcharge-free ATM access to customers of participating financial institutions that may lack a significant ATM network in exchange for either a fixed monthly fee per cardholder or a set fee per transaction that is paid by the financial institutions who are members of the network. The Allpoint network includes a majority of the Company’s ATMs in the U.S. and a portion of the Company’s ATMs in the U.K., Canada, Puerto Rico and Mexico. Allpoint also works with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing financial institutions pay Allpoint a fee per issued stored-value card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network. | |||||||
Finally, the Company owns and operates an electronic funds transfer (“EFT”) transaction processing platform that provides transaction processing services to its network of ATMs and financial services kiosks as well as other ATMs under managed services arrangements. | |||||||
Basis of Presentation | |||||||
This Quarterly Report on Form 10-Q (this "Form 10-Q") has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the United States ("U.S. GAAP"), although the Company believes that the disclosures are adequate to make the information not misleading. You should read this Form 10-Q along with the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (the "2014 Form 10-K"), which includes a summary of the Company's significant accounting policies and other disclosures. | |||||||
The financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are unaudited. The Consolidated Balance Sheet as of December 31, 2014 was derived from the audited balance sheet filed in the 2014 Form 10-K. In management's opinion, all normal recurring adjustments necessary for a fair presentation of the Company's interim and prior period results have been made. Certain balances have been reclassified in the December 31, 2014 audited financial statements to present information consistently between periods. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. | |||||||
The unaudited interim consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority (51.0%) interest in, and realizes a majority of the earnings and/or losses of, Cardtronics Mexico, S.A. de C.V. (“Cardtronics Mexico”), thus this entity is reflected as a consolidated subsidiary in the accompanying consolidated financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests. | |||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and these differences could be material to the financial statements. | |||||||
Cost of ATM Operating Revenues and Gross Profit Presentation | |||||||
The Company presents Cost of ATM operating revenues and Gross profit within its Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets. The following table sets forth the amounts excluded from Cost of ATM operating revenues and Gross profit for the periods indicated: | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Depreciation and accretion expenses related to ATMs and ATM-related assets | $ | 15,382 | $ | 15,589 | |||
Amortization of intangible assets | 9,497 | 8,217 | |||||
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit | $ | 24,879 | $ | 23,806 | |||
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | (2) Acquisitions |
On February 6, 2014, the Company acquired the majority of the assets of Automated Financial, LLC (“Automated Financial”), an Arizona-based provider of ATM services to approximately 2,100 ATMs consisting primarily of merchant-owned ATMs. The Company completed its purchase accounting for Automated Financial in February 2015 which did not result in any significant adjustments. | |
On October 6, 2014, the Company completed the acquisition of Welch ATM (“Welch”), an Illinois-based provider of ATM services to approximately 26,000 ATMs. The total purchase consideration was approximately $159.4 million, which included cash of $154.0 million and deferred purchase consideration of $5.4 million. As a result of the acquisition, the Company added over 3,600 Company-owned ATMs across 47 states, with the majority of the machines located in high-traffic convenience store locations. In addition, many of the Welch ATMs are under contract with financial institutions to carry their brand and logo on the ATM, which has further enhanced the Company's surcharge-free product offerings. | |
The total purchase consideration was preliminarily allocated to the assets acquired and liabilities assumed, including identifiable tangible and intangible assets, based on their respective fair values at the date of acquisition. The preliminary fair values of the intangible assets acquired included customer relationships valued at $52.5 million, estimated utilizing a discounted cash flow approach, with the assistance of an independent appraisal firm. The preliminary fair values of the tangible assets acquired included property, plant, and equipment valued at $11.3 million, estimated utilizing the market and cost approaches. The preliminary purchase price allocation resulted in goodwill of approximately $102.7 million, all of which has been assigned to the Company's North America reporting segment. The recognized goodwill is primarily attributable to expected synergies. All of the goodwill and intangible asset amounts are expected to be deductible for income tax purposes. | |
On November 3, 2014, the Company completed the acquisition of Sunwin Services Group (“Sunwin”) in the U.K., a subsidiary of the Co-operative Group (“Co-op”) for aggregate cash consideration of approximately £41.5 million or approximately $66.4 million. Sunwin’s primary business is providing secure cash logistics and ATM maintenance services to ATMs and other services to retail locations. The Company also acquired approximately 1,950 ATMs from Co-op Bank and secured an exclusive ATM operating agreement to operate ATMs at Co-op Food locations. The Company has accounted for these transactions as if they were all related due to the timing of the transactions being completed and the dependency of the transactions on each other. | |
As of March 31, 2015, the Company had not yet completed its purchase accounting for the acquisitions of Welch and Sunwin because the final appraisals of acquired intangible assets have not yet been completed. The Company expects to complete the purchase accounting during the second quarter of 2015 as it completes its final review of the valuations of the various components involved in the transactions. | |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stock-Based Compensation [Abstract] | |||||||
Stock-Based Compensation | (3) Stock-Based Compensation | ||||||
The Company accounts for its stock-based compensation by recognizing the grant date fair value of stock-based awards, net of estimated forfeitures, as compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company’s stock price on the date of grant. The following table reflects the total stock-based compensation expense amounts included in the accompanying Consolidated Statements of Operations: | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Cost of ATM operating revenues | $ | 334 | $ | 214 | |||
Selling, general, and administrative expenses | 3,867 | 3,004 | |||||
Total stock-based compensation expense | $ | 4,201 | $ | 3,218 | |||
The increase in stock-based compensation expense was due to additional expense recognition from the additional grants made during the periods. All grants during the periods above were made under the Company's Second Amended and Restated 2007 Stock Incentive Plan (the "2007 Plan"). | |||||||
Restricted Stock Awards. The number of the Company's outstanding Restricted Stock Awards (“RSAs”) as of March 31, 2015, and changes during the three months ended March 31, 2015, are presented below: | |||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||
RSAs outstanding as of January 1, 2015 | 83,028 | $ | 27.06 | ||||
Vested | -7,750 | $ | 26.16 | ||||
Forfeited | -3,250 | $ | 28.95 | ||||
RSAs outstanding as of March 31, 2015 | 72,028 | $ | 27.08 | ||||
As of March 31, 2015, the unrecognized compensation expense associated with all outstanding RSAs was approximately $1.1 million, which will be recognized on a straight-line basis over a remaining weighted-average vesting period of approximately 1.6 years. | |||||||
Restricted Stock Units. The Company grants restricted stock units (“RSUs”) under its Long Term Incentive Plan ("LTIP"), which is an annual equity award program under the 2007 Plan. The ultimate number of RSUs to be earned and outstanding are approved by the Compensation Committee of the Company's Board of Directors (the "Committee") on an annual basis, and are based on the Company's achievement of certain performance levels during the calendar year of its grant. The majority of these grants have both a performance-based and a service-based vesting schedule (“Performance-RSUs”), and the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met. A portion of the awards have only a service-based vesting schedule (“Time-RSUs”), for which the associated expense is recognized ratably over four years. Performance-RSUs and Time-RSUs are convertible into the Company’s common stock after the passage of the vesting periods, which are 24, 36, and 48 months from January 31 of the grant year, at the rate of 50%, 25%, and 25%, respectively. Performance-RSUs will be earned only if the Company achieves certain performance levels. Although the Performance-RSUs are not considered to be earned and outstanding until at least the minimum performance metrics are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier) using a graded vesting methodology. RSUs are also granted outside of LTIPs, with or without performance-based vesting requirements. | |||||||
The number of the Company's non-vested RSUs as of March 31, 2015, and changes during the three months ended March 31, 2015, are presented below: | |||||||
Number of Units | Weighted Average Grant Date Fair Value | ||||||
Non-vested RSUs as of January 1, 2015 | 786,797 | $ | 29.17 | ||||
Granted | 485,847 | $ | 38.71 | ||||
Vested | -383,890 | $ | 26.64 | ||||
Forfeited | -15,997 | $ | 35.04 | ||||
Non-vested RSUs as of March 31, 2015 | 872,757 | $ | 35.49 | ||||
The above table only includes earned RSUs; therefore, the Performance-RSUs granted in 2015 but not yet earned are not included, however, the Time-RSUs are included as granted. | |||||||
As of March 31, 2015, the unrecognized compensation expense associated with earned RSUs was approximately $15.0 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted-average vesting period of approximately 2.2 years. | |||||||
Options. The number of the Company's outstanding stock options as of March 31, 2015, and changes during the three months ended March 31, 2015, are presented below: | |||||||
Number of Shares | Weighted Average Exercise Price | ||||||
Options outstanding as of January 1, 2015 | 183,367 | $ | 10.33 | ||||
Exercised | -44,000 | $ | 10.19 | ||||
Options outstanding as of March 31, 2015 | 139,367 | $ | 10.38 | ||||
Options vested and exercisable as of March 31, 2015 | 139,367 | $ | 10.38 | ||||
As of March 31, 2015, the Company had no unrecognized compensation expense associated with outstanding options. | |||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||
Earnings Per Share | (4) Earnings per Share | ||||||||||||||||||
The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net income available to common stockholders) when their impact on net income available to common stockholders is anti-dilutive. Potentially dilutive securities for the three months ended March 31, 2015 and 2014 included all outstanding stock options and shares of restricted stock, which were included in the calculation of diluted earnings per share for these periods. The potentially dilutive effect of outstanding warrants and the underlying shares exercisable under the Company’s convertible notes were excluded from diluted shares outstanding because the exercise price exceeded the average market price of the Company’s common stock. The effect of the note hedge the Company purchased to offset the underlying conversion option embedded in its convertible notes was also excluded, as the effect is anti-dilutive. | |||||||||||||||||||
Additionally, the shares of restricted stock issued by the Company under RSAs have a non-forfeitable right to cash dividends, if and when declared by the Company. Accordingly, restricted shares issued under RSAs are considered to be participating securities and, as such, the Company has allocated the undistributed earnings for the three months ended March 31, 2015 and 2014 among the Company's outstanding shares of common stock and issued but unvested restricted shares, as follows: | |||||||||||||||||||
Earnings per Share (in thousands, excluding share and per share amounts): | |||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | ||||||||||||||||||
Income | Weighted Average Shares Outstanding | Earnings Per Share | Income | Weighted Average Shares Outstanding | Earnings Per Share | ||||||||||||||
Basic: | |||||||||||||||||||
Net income attributable to controlling interests and available to common stockholders | $ | 15,233 | $ | 9,565 | |||||||||||||||
Less: Undistributed earnings allocated to unvested RSAs | -25 | -49 | |||||||||||||||||
Net income available to common stockholders | $ | 15,208 | 44,667,248 | $ | 0.34 | $ | 9,516 | 44,215,372 | $ | 0.22 | |||||||||
Diluted: | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Add: Undistributed earnings allocated to restricted shares | $ | 25 | $ | 49 | |||||||||||||||
Stock options added to the denominator under the treasury stock method | 78,795 | 135,579 | |||||||||||||||||
RSUs added to the denominator under the treasury stock method | 519,558 | 416,637 | |||||||||||||||||
Less: Undistributed earnings reallocated to RSAs | -25 | -48 | |||||||||||||||||
Net income available to common stockholders and assumed conversions | $ | 15,208 | 45,265,601 | $ | 0.34 | $ | 9,517 | 44,767,588 | $ | 0.21 | |||||||||
The computation of diluted earnings per share excluded potentially dilutive common shares related to restricted stock issued by the Company under RSAs of 32,185 and 101,461 shares for the three months ended March 31, 2015 and 2014 respectively, because the effect of including these shares in the computation would have been anti-dilutive. | |||||||||||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss, Net | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Accumulated Other Comprehensive Loss, Net [Abstract] | ||||||||||
Accumulated Other Comprehensive Loss, Net | (5) Accumulated Other Comprehensive Loss, Net | |||||||||
Accumulated other comprehensive loss, net is displayed as a separate component of Stockholders' equity in the accompanying Consolidated Balance Sheets. The following tables present the changes in the balances of each component of Accumulated other comprehensive loss, net for the three months ended March 31, 2015: | ||||||||||
Foreign currency translation adjustments | Unrealized (losses) gains on interest rate swap contracts | Total | ||||||||
(In thousands) | ||||||||||
Total accumulated other comprehensive loss, net as of January 1, 2015 | $ | -34,709 | $ | -48,298 | -1 | $ | -83,007 | |||
Other comprehensive loss before reclassification | -10,916 | -13,725 | -2 | -24,641 | ||||||
Amounts reclassified from accumulated other comprehensive loss, net | — | 8,571 | -2 | 8,571 | ||||||
Net current period other comprehensive loss | -10,916 | -5,154 | -16,070 | |||||||
Total accumulated other comprehensive loss, net as of March 31, 2015 | $ | -45,625 | $ | -53,452 | -1 | $ | -99,077 | |||
____________ | ||||||||||
-1 | Net of deferred income tax benefit of $9,994 and $6,701 as of March 31, 2015 and January 1, 2015, respectively. | |||||||||
-2 | Net of deferred income tax (benefit) expense of $(8,769) and $5,476 for Other Comprehensive Income (Loss) before reclassification and amounts reclassified from Accumulated other comprehensive loss, net, respectively. See Note 11, Derivative Financial Instruments. | |||||||||
The Company records unrealized gains and losses related to its interest rate swaps net of estimated taxes in the Accumulated other comprehensive loss, net, line item within Stockholders' equity in the accompanying Consolidated Balance Sheets since it is more likely than not that the Company will be able to realize the benefits associated with its net deferred tax asset positions in the future. The amounts reclassified from Accumulated other comprehensive loss, net, are recognized in Cost of ATM operating revenues line item on the accompanying Consolidated Statements of Operations. | ||||||||||
The Company currently believes that the unremitted earnings of its foreign subsidiaries will be reinvested for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company's book basis and underlying tax basis in these subsidiaries or on the foreign currency translation adjustment amounts. | ||||||||||
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||
Intangible Assets | (6) Intangible Assets | ||||||||||||||||||
Intangible Assets with Indefinite Lives | |||||||||||||||||||
The following table presents the net carrying amount of the Company's intangible assets with indefinite lives as well as the changes in the net carrying amounts for the three months ended March 31, 2015, by segment: | |||||||||||||||||||
Goodwill | |||||||||||||||||||
North America (1) | Europe (2) | Total | |||||||||||||||||
(In thousands) | |||||||||||||||||||
Balance as of January 1, 2015: | |||||||||||||||||||
Gross balance | $ | 398,977 | $ | 162,989 | $ | 561,966 | |||||||||||||
Accumulated impairment loss | — | -50,003 | -50,003 | ||||||||||||||||
$ | 398,977 | $ | 112,986 | $ | 511,963 | ||||||||||||||
Acquisitions | — | — | — | ||||||||||||||||
Purchase price adjustments | 193 | 796 | 989 | ||||||||||||||||
Foreign currency translation adjustments | — | -5,283 | -5,283 | ||||||||||||||||
Intersegment transfer | 445 | -659 | -214 | ||||||||||||||||
Balance as of March 31, 2015: | |||||||||||||||||||
Gross balance | $ | 399,615 | $ | 157,843 | $ | 557,458 | |||||||||||||
Accumulated impairment loss | — | -50,003 | -50,003 | ||||||||||||||||
$ | 399,615 | $ | 107,840 | $ | 507,455 | ||||||||||||||
____________ | |||||||||||||||||||
-1 | The North America segment is comprised of the Company’s operations in the U.S., Canada, and Mexico. | ||||||||||||||||||
-2 | The Europe segment is comprised of the Company’s operations in the U.K., Germany and Poland. | ||||||||||||||||||
Trade Name: indefinite-lived | |||||||||||||||||||
North America | Europe | Total | |||||||||||||||||
(In thousands) | |||||||||||||||||||
Balance as of January 1, 2015 | $ | 728 | $ | — | $ | 728 | |||||||||||||
Foreign currency translation adjustments | -24 | — | -24 | ||||||||||||||||
Balance as of March 31, 2015 | $ | 704 | $ | — | $ | 704 | |||||||||||||
Intangible Assets with Definite Lives | |||||||||||||||||||
The following is a summary of the Company's intangible assets that were subject to amortization: | |||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||
Gross | Net | Gross | Net | ||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||
Customer and branding contracts/relationships | $ | 333,343 | $ | -193,371 | $ | 139,972 | $ | 338,830 | $ | -186,185 | $ | 152,645 | |||||||
Deferred financing costs | 16,127 | -6,365 | 9,762 | 16,127 | -5,851 | 10,276 | |||||||||||||
Non-compete agreements | 4,495 | -3,522 | 973 | 4,568 | -3,374 | 1,194 | |||||||||||||
Technology | 2,785 | -2,305 | 480 | 2,803 | -2,025 | 778 | |||||||||||||
Trade name: definite-lived | 12,698 | -2,078 | 10,620 | 13,702 | -1,783 | 11,919 | |||||||||||||
Total | $ | 369,448 | $ | -207,641 | $ | 161,807 | $ | 376,030 | $ | -199,218 | $ | 176,812 | |||||||
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Accrued Liabilities [Abstract] | |||||||
Accrued Liabilities | (7) Accrued Liabilities | ||||||
Accrued liabilities consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Accrued merchant fees | $ | 43,069 | $ | 39,473 | |||
Accrued taxes | 20,527 | 10,001 | |||||
Accrued maintenance | 10,987 | 8,945 | |||||
Accrued merchant settlement | 7,076 | 18,050 | |||||
Accrued compensation | 6,600 | 14,623 | |||||
Accrued purchases | 5,440 | 4,876 | |||||
Accrued cash management fees | 4,413 | 9,869 | |||||
Accrued armored | 4,083 | 8,235 | |||||
Deferred acquisition purchase price (1) | 3,625 | 20,580 | |||||
Accrued interest | 3,505 | 6,128 | |||||
Accrued interest on interest rate swaps | 2,946 | 3,001 | |||||
Accrued processing costs | 2,427 | 1,957 | |||||
Accrued telecommunications costs | 2,221 | 2,613 | |||||
Other accrued expenses | 34,714 | 31,615 | |||||
Total | $ | 151,633 | $ | 179,966 | |||
-1 | This category represents purchase price consideration on the Sunwin acquisition. | ||||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Long-Term Debt [Abstract] | |||||||
Long-Term Debt | (8) Long-Term Debt | ||||||
The Company's long-term debt consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Revolving credit facility, including swing-line credit facility (weighted-average combined interest rate of 1.9% and 2.5% as of March 31, 2015 and December 31, 2014, respectively) | $ | 133,488 | $ | 137,292 | |||
5.125% Senior notes due August 2022 | 250,000 | 250,000 | |||||
1.00% Convertible senior notes due December 2020, net of discount | 227,623 | 225,370 | |||||
Other | — | 35 | |||||
Total | 611,111 | 612,697 | |||||
Less: current portion | — | 35 | |||||
Total long-term debt, excluding current portion | $ | 611,111 | $ | 612,662 | |||
Revolving Credit Facility | |||||||
On April 24, 2014, the Company entered into an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides for a $375.0 million revolving credit facility and includes an accordion feature that will allow the Company to increase the available borrowings under the revolving credit facility to $500.0 million, subject to the approval of one or more existing lenders or one or more lenders that become party to the Credit Agreement. In addition, the revolving credit facility includes a sub-limit of up to $30.0 million for letters of credit, a sub-limit of up to $25.0 million for swingline loans and a sub-limit of up to the equivalent amount of $125.0 million for loans in currencies other than U.S. Dollars. The revolving credit facility has a termination date of April 2019. | |||||||
Borrowings (not including swingline loans and alternative currency loans) under the revolving credit facility accrue interest at the Company’s option at either the Alternate Base Rate (as defined in the Credit Agreement) or the Adjusted LIBO Rate (as defined in the Credit Agreement) plus a margin depending on the Company’s most recent Total Net Leverage Ratio (as defined in the Credit Agreement). The margin for Alternative Base Rate loans varies between 0% to 1.25% and the margin for Adjusted LIBO Rate loans varies between 1.00% to 2.25%. Swingline loans bear interest at the Alternate Base Rate plus a margin as described above. The alternative currency loans bear interest at the Adjusted LIBO Rate for the relevant currency as described above. Substantially all of the Company’s domestic assets, including the stock of its wholly-owned domestic subsidiaries and 66% of the stock of the Company’s first-tier foreign subsidiaries, are pledged as collateral to secure borrowings made under the revolving credit facility. Furthermore, each of the Company’s material wholly-owned domestic subsidiaries has guaranteed the full and punctual payment of the obligations under the revolving credit facility. Additionally, no more than 40% of the Company’s Consolidated Adjusted EBITDA (as defined in the Credit Agreement) or the book value of the aggregate consolidated assets may be attributable to restricted subsidiaries that are not guarantors under the Credit Agreement. There are currently no restrictions on the ability of the Company’s subsidiaries to declare and pay dividends to the Company. | |||||||
The Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, and (iv) notification of certain events. Financial covenants in the Credit Agreement require the Company to maintain: (i) as of the last day of any fiscal quarter, a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of no more than 2.25 to 1.00; (ii) as of the last day of any fiscal quarter, a Total Net Leverage Ratio of no more than 4.00 to 1.00; and (iii) as of the last day of any fiscal quarter, a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of no more than 1.50 to 1.0. Additionally, the Company is limited on the amount of restricted payments, including dividends, which it can make pursuant to the terms of the Credit Agreement; however, the Company may generally make restricted payments so long as no event of default has occurred and is continuing and the total net leverage ratio is less than 3.0 to 1.0 at the time such restricted payment is made. | |||||||
As of March 31, 2015, the Company was in compliance with all applicable covenants and ratios under the Credit Agreement. | |||||||
As of March 31, 2015, $133.5 million was outstanding under the revolving credit facility. Additionally, the Company has posted a $2.0 million letter of credit serving to secure the overdraft facility of its U.K. subsidiary (further discussed below) and a $0.1 million letter of credit serving to secure a third-party processing contract in Canada. These letters of credit, which the applicable third-parties may draw upon in the event the Company defaults on the related obligations, reduce the Company’s borrowing capacity under the revolving credit facility. | |||||||
As of March 31, 2015, the Company’s available borrowing capacity under the revolving credit facility totaled approximately $239.4 million. | |||||||
$250.0 Million 5.125% Senior Notes Due 2022 | |||||||
On July 28, 2014, in a private placement offering, the Company issued $250.0 million in aggregate principal amount of 5.125% senior notes due 2022 (the “2022 Notes”) pursuant to an indenture dated July 28, 2014 (the “Indenture”) among the Company, its subsidiary guarantors (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee. Interest on the 2022 Notes is payable semi-annually in cash in arrears on February 1 and August 1 of each year, and commenced on February 1, 2015. | |||||||
The 2022 Notes and Guarantees (as defined in the Indenture) rank (i) equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness, (ii) effectively junior to secured debt to the extent of the collateral securing such debt, including debt under the Company’s revolving credit facility and (iii) structurally junior to existing and future indebtedness of the Company’s non-guarantor subsidiaries. The 2022 Notes and Guarantees rank senior in right of payment to any of the Company’s and the Guarantors’ existing and future subordinated indebtedness. | |||||||
The 2022 Notes contain covenants that, among other things, limit the Company’s ability and the ability of certain of its restricted subsidiaries to incur or guarantee additional indebtedness; make certain investments or pay dividends or distributions on the Company’s capital stock or repurchase capital stock or make certain other restricted payments; consolidate or merge with or into other companies; conduct asset sales; restrict dividends or other payments by restricted subsidiaries; engage in transactions with affiliates or related persons; and create liens. | |||||||
In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under its 2022 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current 100%-owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s immaterial subsidiaries. There are no significant restrictions on the ability of the Company to obtain funds from the Guarantors by dividend or loan. None of the Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X. Pursuant to a registration rights agreement, the Company and the Guarantors have agreed to file a registration statement with the SEC to allow the holders of the 2022 Notes to exchange such notes for registered notes that have substantially identical terms to the 2022 Notes. | |||||||
The 2022 Notes are subject to certain automatic customary releases, including the sale, disposition, or transfer of the capital stock or substantially all of the assets of a Guarantor, designation of a Guarantor as unrestricted in accordance with the Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation or dissolution of the Guarantor and a Guarantor ceasing to both guarantee other Company debt and to be an obligor under the revolving credit facility. The Guarantors may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the Indenture. | |||||||
$287.5 Million 1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments | |||||||
On November 19, 2013, the Company issued $250.0 million of 1.00% convertible senior notes due 2020 (the "Convertible Notes") at par value. The Company also granted to the initial purchasers the option to purchase, during the 13 day period following the issuance of the Convertible Notes, up to an additional $37.5 million of Convertible Notes (the “Over-allotment Option”). The initial purchasers exercised the Over-allotment Option on November 21, 2013. The Company received $254.2 million in net proceeds from the offering after deducting underwriting fees paid to the initial purchasers and a repurchase of 665,994 shares of its outstanding common stock concurrent with the offering. The Company used a portion of the net proceeds from the offering to fund the net cost of the convertible note hedge transaction, as described below. The convertible note hedge and warrant transactions were entered into with the initial purchasers on November 19, 2013, concurrent with the pricing of the Convertible Notes, and on November 21, 2013, concurrent with the exercise of the Over-allotment Option. The Company pays interest semi-annually (payable in arrears) on June 1st and December 1st of each year. Under U.S. GAAP, certain convertible debt instruments that may be settled in cash (or other assets) upon conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company, with assistance from a valuation professional, determined that the fair value of the debt component was $215.8 million and the fair value of the embedded option was $71.7 million as of the issuance date. The Company recognizes effective interest expense on the debt component and that interest expense effectively accretes the debt component to the total principal amount due at maturity of $287.5 million. The effective rate of interest to accrete the debt balance is approximately 5.26%, which corresponded to the Company’s estimated conventional debt instrument borrowing rate at the date of issuance. | |||||||
The Convertible Notes have an initial conversion price of $52.35 per share, which equals an initial conversion rate of 19.1022 shares of common stock per $1,000 principal amount of notes, for a total of approximately 5.5 million shares of our common stock initially underlying the debt. The conversion rate, however, is subject to adjustment under certain circumstances. Conversion can occur: (1) any time on or after September 1, 2020; (2) after March 31, 2014, during any calendar quarter that follows a calendar quarter in which the price of the Company’s common stock exceeds 135% of the conversion price for at least 20 days during the 30 consecutive trading-day period ending on the last trading day of the quarter; (3) during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price of the Convertible Notes is less than 98% of the closing price of the Company’s common stock multiplied by the applicable conversion rate on each such trading day; (4) upon specified distributions to the Company’s shareholders upon recapitalizations, reclassifications or changes in stock; and (5) upon a make-whole fundamental change. A fundamental change is defined as any one of the following: (1) any person or group that acquires 50% or more of the total voting power of all classes of common equity that is entitled to vote generally in the election of the Company’s directors; (2) the Company engages in any recapitalization, reclassification or changes of common stock as a result of which the common stock would be converted into or exchanged for, stock, other securities, or other assets or property; (3) the Company engages in any share exchange, consolidation or merger where the common stock is converted into cash, securities or other property; (4) the Company engages in any sales, lease or other transfer of all or substantially all of the consolidated assets; or (5) the Company’s stock is not listed for trading on any U.S. national securities exchange. | |||||||
As of March 31, 2015, none of the contingent conversion thresholds described above were met in order for the Convertible Notes to be convertible at the option of the note holders. As a result, the Convertible Notes have been classified as a noncurrent liability on the Company’s Consolidated Balance Sheets at March 31, 2015. In future financial reporting periods, the classification of the Convertible Notes may change depending on whether any of the above contingent criteria have been subsequently satisfied. | |||||||
Upon conversion, holders of the Convertible Notes are entitled to receive cash, shares of the Company’s common stock or a combination of cash and common stock, at the Company’s election. In the event of a change in control, as defined in the indenture under which the Convertible Notes have been issued, holders can require the Company to purchase all or a portion of their Convertible Notes for 100% of the notes' par value plus any accrued and unpaid interest. | |||||||
Interest expense related to the Convertible Notes consisted of the following: | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Cash interest per contractual coupon rate | $ | 719 | $ | 719 | |||
Amortization of note discount | 2,253 | 2,149 | |||||
Amortization of deferred financing costs | 134 | 124 | |||||
Total interest expense related to Convertible Notes | $ | 3,106 | $ | 2,992 | |||
The carrying value of the Convertible Notes consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Principal balance | $ | 287,500 | $ | 287,500 | |||
Discount, net of accumulated amortization | -59,877 | -62,130 | |||||
Net carrying amount of Convertible Notes | $ | 227,623 | $ | 225,370 | |||
In connection with the issuance of the Convertible Notes, the Company entered into separate convertible note hedge and warrant transactions with certain of the initial purchasers to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The net effect of these transactions effectively raised the price at which dilution would occur from the $52.35 initial conversion price of the Convertible Notes to $73.29. Pursuant to the convertible note hedge, the Company purchased call options granting to the Company the right to acquire up to approximately 5.5 million shares of its common stock with an initial strike price of $52.35. The call options automatically become exercisable upon conversion of the Convertible Notes, and will terminate on the second scheduled trading day immediately preceding December 1, 2020. The Company also sold to the initial purchasers warrants to acquire up to approximately 5.5 million shares of its common stock with a strike price of $73.29. The warrants will expire incrementally on a series of expiration dates subsequent to the maturity date of the Convertible Notes through August 30, 2021. If the conversion price of the Convertible Notes remains between the strike prices of the call options and warrants, the Company’s shareholders will not experience any dilution in connection with the conversion of the Convertible Notes; however, to the extent that the price of the Company’s common stock exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, the Company would be required to issue additional shares of its common stock to the warrant holders. The amounts allocated to both the note hedge and warrants were recorded in Stockholders’ equity, within the Additional paid-in capital line item. | |||||||
Asset_Retirement_Obligations
Asset Retirement Obligations | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Asset Retirement Obligations [Abstract] | ||||
Asset Retirement Obligations | (9) Asset Retirement Obligations | |||
Asset retirement obligations consist primarily of costs to deinstall the Company's ATMs and costs to restore the ATM sites to their original condition, which are estimated based on current market rates. In most cases, the Company is contractually required to perform this deinstallation and in some cases, site restoration work. For each group of related ATM assets, the Company has recognized the fair value of the asset retirement obligation as a liability on its balance sheet and capitalized that cost as part of the cost basis of the related asset. The related ATM assets are depreciated on a straight-line basis over five years, which is the estimated average time period that an ATM is installed in a location before being deinstalled, and the related liabilities are accreted to their full value over the same period of time. | ||||
The following table is a summary of the changes in the Company's asset retirement obligation liability for the three months ended March 31, 2015 (in thousands): | ||||
Asset retirement obligation as of January 1, 2015 | $ | 55,136 | ||
Additional obligations | 2,038 | |||
Accretion expense | 530 | |||
Change in estimates | -988 | |||
Payments | -814 | |||
Foreign currency translation adjustments | -1,248 | |||
Total Asset retirement obligation as of March 31, 2015 | 54,654 | |||
Less: current portion | 3,049 | |||
Asset retirement obligation, excluding current portion | $ | 51,605 | ||
See Note 12, Fair Value Measurements for additional disclosures on the Company's asset retirement obligations with respect to its fair value measurements. | ||||
Other_Liabilities
Other Liabilities | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Other Liabilities [Abstract] | |||||||
Other Liabilities | (10) Other Liabilities | ||||||
Other liabilities consisted of the following: | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Current Portion of Other Long-Term Liabilities: | |||||||
Interest rate swaps | $ | 28,811 | $ | 29,147 | |||
Obligations associated with acquired unfavorable contracts | 325 | 284 | |||||
Deferred revenue | 1,953 | 1,731 | |||||
Asset retirement obligations | 3,049 | 3,097 | |||||
Other | 676 | 678 | |||||
Total | $ | 34,814 | $ | 34,937 | |||
Other Long-Term Liabilities: | |||||||
Interest rate swaps | $ | 34,628 | $ | 25,847 | |||
Obligations associated with acquired unfavorable contracts | 1,127 | 2,271 | |||||
Deferred revenue | 1,146 | 935 | |||||
Other | 8,323 | 8,663 | |||||
Total | $ | 45,224 | $ | 37,716 | |||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||
(11) Derivative Financial Instruments | ||||||||||||||||||
Cash Flow Hedging Strategy | ||||||||||||||||||
The Company is exposed to certain risks relating to its ongoing business operations, including interest rate risk associated with its vault cash rental obligations and, to a lesser extent, borrowings under its revolving credit facility. The Company is also exposed to foreign currency exchange rate risk with respect to its investments in its foreign subsidiaries. While the Company does not currently utilize derivative instruments to hedge its foreign currency exchange rate risk, it does utilize interest rate swap contracts to manage the interest rate risk associated with its vault cash rental obligations in the U.S. The Company does not currently utilize any derivative instruments to manage the interest rate risk associated with its vault cash outstanding in any of the other international subsidiaries, nor does it utilize derivative instruments to manage the interest rate risk associated with borrowings outstanding under its revolving credit facility. | ||||||||||||||||||
The interest rate swap contracts entered into with respect to the Company's vault cash rental obligations serve to mitigate the Company's exposure to interest rate risk by converting a portion of the Company's monthly floating rate vault cash rental obligations to a fixed rate. The Company has contracts in varying notional amounts through December 31, 2020 for the Company's U.S. vault cash rental obligations. By converting such amounts to a fixed rate, the impact of future interest rate changes (both favorable and unfavorable) on the Company's monthly vault cash rental expense amounts has been reduced. The interest rate swap contracts typically involve the receipt of floating rate amounts from the Company's counterparties that match, in all material respects, the floating rate amounts required to be paid by the Company to its vault cash providers for the portions of the Company's outstanding vault cash obligations that have been hedged. In return, the Company typically pays the interest rate swap counterparties a fixed rate amount per month based on the same notional amounts outstanding. At no point is there an exchange of the underlying principal or notional amounts associated with the interest rate swaps. Additionally, none of the Company's existing interest rate swap contracts contain credit-risk-related contingent features. | ||||||||||||||||||
For each derivative instrument that is designated and qualifies as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedge transaction affects earnings. Gains and losses on the derivative instrument representing either hedge ineffectiveness or hedge components that are excluded from the assessment of effectiveness are recognized in earnings. However, because the Company currently only utilizes fixed-for-floating interest rate swaps in which the underlying pricing terms agree, in all material respects, with the pricing terms of the Company’s vault cash rental obligations, the amount of ineffectiveness associated with such interest rate swap contracts has historically been immaterial. Accordingly, no ineffectiveness amounts associated with the Company’s effective cash flow hedges have been recorded in the Company’s consolidated financial statements. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statements of Operations during the current period. | ||||||||||||||||||
During the quarter ended March 31, 2015, the Company added new forward-starting interest rate swaps in the aggregate notional amount of $600.0 million that begin in 2019 and terminate in 2020 to extend the hedging program related to interest rate exposure on vault cash. The notional amounts, weighted average fixed rates, and terms associated with the Company's interest rate swap contracts accounted for as cash flow hedges that are currently in place (as of the date of the issuance of these financial statements) are as follows: | ||||||||||||||||||
Notional Amounts | Weighted Average Fixed Rate | Term | ||||||||||||||||
(In millions) | ||||||||||||||||||
$ | 1,300 | 2.84 | % | April 1, 2015 – December 31, 2015 | ||||||||||||||
$ | 1,300 | 2.74 | % | January 1, 2016 – December 31, 2016 | ||||||||||||||
$ | 1,000 | 2.53 | % | January 1, 2017 – December 31, 2017 | ||||||||||||||
$ | 750 | 2.54 | % | January 1, 2018 – December 31, 2018 | ||||||||||||||
$ | 600 | 2.42 | % | January 1, 2019 – December 31, 2019 | ||||||||||||||
$ | 600 | 2.42 | % | January 1, 2020 – December 31, 2020 | ||||||||||||||
Accounting Policy | ||||||||||||||||||
The Company recognizes all of its derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of those derivative instruments depends on (1) whether these instruments have been designated (and qualify) as part of a hedging relationship and (2) the type of hedging relationship actually designated. For derivative instruments that are designated and qualify as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. | ||||||||||||||||||
The Company has designated all of its interest rate swap contracts as cash flow hedges of the Company’s forecasted vault cash rental obligations. Accordingly, changes in the fair values of the related interest rate swap contracts have been reported in the Accumulated other comprehensive loss, net line item within stockholders’ equity in the accompanying Consolidated Balance Sheets. | ||||||||||||||||||
The Company believes that it is more likely than not that it will be able to realize the benefits associated with its domestic net deferred tax asset positions in the future. Therefore, the Company records the unrealized losses related to its domestic interest rate swaps net of estimated tax benefits in the Accumulated other comprehensive loss, net line item within Stockholders' equity in the accompanying Consolidated Balance Sheets. | ||||||||||||||||||
Tabular Disclosures | ||||||||||||||||||
The following tables depict the effects of the use of the Company's derivative contracts on its Consolidated Balance Sheets and Consolidated Statements of Operations. | ||||||||||||||||||
Balance Sheet Data | ||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||
Liability Derivative Instruments | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
Derivatives Designated as Hedging Instruments: | ||||||||||||||||||
Interest rate swap contracts | Current portion of other long-term liabilities | $ | 28,811 | Current portion of other long-term liabilities | $ | 29,147 | ||||||||||||
Interest rate swap contracts | Other long-term liabilities | 34,628 | Other long-term liabilities | 25,847 | ||||||||||||||
Total Derivatives | $ | 63,439 | $ | 54,994 | ||||||||||||||
Statements of Operations Data | ||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
Derivatives in Cash Flow Hedging Relationship | Amount of Loss Recognized in OCI on Derivative Instruments (Effective Portion) | Location of Loss Reclassed from Accumulated OCI Into Income | Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||||||||||
(Effective Portion) | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
Interest rate swap contracts | $ | -13,725 | $ | -7,552 | Cost of ATM operating revenues | $ | -8,571 | $ | -8,738 | |||||||||
The Company does not currently have any derivative instruments that have been designated as fair value or net investment hedges. The Company has not historically, and does not currently anticipate terminating its existing derivative instruments prior to their expiration dates. If the Company concludes that it is no longer probable that the anticipated future vault cash rental obligations that have been hedged will occur, or if changes are made to the underlying terms and conditions of the Company's vault cash rental agreements, thus creating some amount of ineffectiveness associated with the Company's current interest rate swap contracts, any resulting gains or losses will be recognized within the Other expense line item of the Company's Consolidated Statements of Operations. | ||||||||||||||||||
As of March 31, 2015, the Company expected to reclassify $28.8 million of net derivative-related losses contained within accumulated OCI into earnings during the next twelve months concurrent with the recording of the related vault cash rental expense amounts. | ||||||||||||||||||
See Note 12, Fair Value Measurements for additional disclosures on the Company's interest rate swap contracts in respect to its fair value measurements. | ||||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Measurements | (12) Fair Value Measurements | ||||||||||||
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2015 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant non-observable inputs. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |||||||||||||
Fair Value Measurements at March 31, 2015 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Liabilities associated with interest rate swaps | $ | 63,439 | $ | — | $ | 63,439 | $ | — | |||||
Fair Value Measurements at December 31, 2014 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Liabilities associated with interest rate swaps | $ | 54,994 | $ | — | $ | 54,994 | $ | — | |||||
Interest rate swaps. The fair value of the Company's interest rate swaps was a liability of $63.4 million as of March 31, 2015. These financial instruments are carried at fair value, calculated as the present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These derivatives are valued using pricing models based on significant other observable inputs (Level 2 inputs), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. See Note 11, Derivative Financial Instruments for additional disclosures on the valuation process of this liability. | |||||||||||||
Other Fair Value Disclosures | |||||||||||||
Below are descriptions of the Company's valuation methodologies for assets and liabilities measured at fair value. The methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. | |||||||||||||
Additions to asset retirement obligation liability. The Company estimates the fair value of additions to its asset retirement obligation liability using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. Liabilities added to the asset retirement obligations line item in the accompanying Consolidated Balance Sheets are measured at fair value at the time of the asset installations on a non-recurring basis using Level 3 inputs, and are only reevaluated periodically based on current fair value. Amounts added to the asset retirement obligation liability during the three months ended March 31, 2015 and 2014 totaled $2.0 million and $1.1 million, respectively. | |||||||||||||
Cash and cash equivalents, accounts and notes receivable, net of the allowance for doubtful accounts, other current assets, accounts payable, accrued expenses, and other current liabilities. These financial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. | |||||||||||||
Acquisition-related intangible assets. The estimated fair values of acquisition-related intangible assets are valued based on a discounted cash flows analysis using significant non-observable inputs (Level 3 inputs). The Company tests intangible assets for impairment on a quarterly basis by measuring the related carrying amounts against the estimated undiscounted future cash flows associated with the related contract or portfolio of contracts. | |||||||||||||
Long-term debt. The carrying amount of the long-term debt balance related to borrowings under the Company's revolving credit facility approximates fair value due to the fact that any borrowings are subject to short-term floating interest rates. As of March 31, 2015, the fair value of the Company's 2022 Notes and the Convertible Notes (see Note 8, Long-Term Debt) totaled $247.5 million and $284.8 million, respectively, based on the quoted prices in markets that are not active (Level 2 input) for these notes as of that date. | |||||||||||||
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | (13) Commitments and Contingencies |
Legal Matters | |
The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company has provided reserves where necessary for all claims and the Company’s management does not expect the outcome in any legal proceedings, individually or collectively, to have a material adverse impact on the Company’s financial condition or results of operations. Additionally, the Company currently expenses all legal costs as they are incurred. | |
Other Commitments | |
Asset Retirement Obligations. The Company's asset retirement obligations consist primarily of deinstallation costs of the ATM and costs to restore the ATM site to its original condition. In most cases, the Company is legally required to perform this deinstallation and restoration work. The Company had $54.7 million accrued for these liabilities as of March 31, 2015. For additional information, see Note 9, Asset Retirement Obligations. | |
Income_Taxes
Income Taxes | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income Taxes [Abstract] | ||||||||
Income Taxes | (14) Income Taxes | |||||||
Income tax expense based on the Company's income before income taxes was as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands, except for percentages) | ||||||||
Income tax expense | $ | 8,464 | $ | 5,773 | ||||
Effective tax rate | 36.4 | % | 37.8 | % | ||||
The decrease in the effective tax rate for the quarter ended March 31, 2015, when compared to the same period in 2014, was attributable to the change in the mix of earnings across jurisdictions. | ||||||||
The Company assesses deferred tax asset valuation allowances at the end of each reporting period. The determination of whether a valuation allowance for deferred tax assets is needed is subject to considerable judgment and requires an evaluation of all available positive and negative evidence. Based on the assessment at March 31, 2015 and the weight of all available evidence, the Company concluded that maintaining the deferred tax asset valuation allowance for certain of its entities in the U.K., Mexico, and Poland was appropriate, as we currently believe that it is more likely than not that these tax assets will not be realized. However, with increased recent profitability and increasing visibility into projected profitability in the U.K. along with plans to consolidate certain U.K. entities for operational purposes, the Company believes it is possible that the valuation allowance associated with certain U.K. entities could be reduced or removed in future periods. | ||||||||
The deferred taxes associated with the Company's unrealized gains and losses on derivative instruments have been reflected within the Accumulated other comprehensive loss balance in the accompanying Consolidated Balance Sheets. | ||||||||
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Segment Information [Abstract] | |||||||||||||
Segment Information | (15) Segment Information | ||||||||||||
As of March 31, 2015, the Company's operations consisted of its North America and Europe segments. The Company's operations in the U.S., Canada, Mexico and Puerto Rico are included in its North America segment. During the three months ended March 31, 2015, the Company revised its operating segments to merge the Company’s U.S. and Other International segments into a single North America segment. Previously, the Other International segment comprised of the Company’s operations in Mexico and Canada. In 2015, the Company reorganized and created a North America Business Group under common management. Segment information presented for prior periods was restated to reflect this change in operating segments. The Company’s operations in the U.K., Germany, and Poland are included in its Europe segment. While both of the reporting segments provide similar kiosk-based and/or ATM-related services, each segment is currently managed separately as they require different marketing and business strategies. | |||||||||||||
Management uses Adjusted EBITDA and Adjusted EBITA along with U.S. GAAP-based measures, to assess the operating results and effectiveness of its segments. Management believes Adjusted EBITDA and Adjusted EBITA are useful measures because they allow management to more effectively evaluate operating performance and compare its results of operations from period to period without regard to financing method or capital structure. Additionally, Adjusted EBITDA and Adjusted EBITA do not reflect acquisition-related costs and the Company's obligations for the payment of income taxes, loss on disposal of assets, interest expense, certain other non-operating and nonrecurring items or other obligations such as capital expenditures. | |||||||||||||
Adjusted EBITDA and Adjusted EBITA, as defined by the Company, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. In evaluating the Company's performance as measured by Adjusted EBITDA and Adjusted EBITA, management recognizes and considers the limitations of these measurements. Accordingly, Adjusted EBITDA and Adjusted EBITA are only two of the measurements that management utilizes. Therefore, Adjusted EBITDA and Adjusted EBITA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, and financing activities or other income or cash flow statement data prepared in accordance with U.S. GAAP. | |||||||||||||
Below is a reconciliation of Adjusted EBITDA and Adjusted EBITA to net income attributable to controlling interests: | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
(In thousands) | |||||||||||||
Adjusted EBITA | $ | 47,397 | $ | 38,878 | |||||||||
Add back: | |||||||||||||
Depreciation and accretion expense (2) | 20,055 | 18,002 | |||||||||||
Adjusted EBITDA | $ | 67,452 | $ | 56,880 | |||||||||
Less: | |||||||||||||
(Gain) loss on disposal of assets | -533 | 268 | |||||||||||
Other expense | 1,060 | 31 | |||||||||||
Noncontrolling interests (1) | -425 | -373 | |||||||||||
Stock-based compensation expense (2) | 4,197 | 3,211 | |||||||||||
Acquisition-related expenses | 2,358 | 3,087 | |||||||||||
EBITDA | $ | 60,795 | $ | 50,656 | |||||||||
Less: | |||||||||||||
Interest expense, net, including amortization of deferred financing costs and note discount, and redemption cost for early extinguishment of debt | 7,489 | 8,755 | |||||||||||
Income tax expense | 8,464 | 5,773 | |||||||||||
Depreciation and accretion expense | 20,112 | 18,346 | |||||||||||
Amortization of intangible assets | 9,497 | 8,217 | |||||||||||
Net income attributable to controlling interests and available to common stockholders | $ | 15,233 | $ | 9,565 | |||||||||
____________ | |||||||||||||
-1 | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary. | ||||||||||||
-2 | Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. | ||||||||||||
The following tables reflect certain financial information for each of the Company's reporting segments for the three months ended March 31, 2015 and 2014: | |||||||||||||
: | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
North America | Europe | Eliminations/Adjustments | Total | ||||||||||
(In thousands) | |||||||||||||
Revenue from external customers | $ | 197,075 | $ | 84,826 | $ | - | $ | 281,901 | |||||
Intersegment revenues | 1,843 | - | -1,843 | - | |||||||||
Cost of revenues | 128,232 | 61,411 | -1,843 | 187,800 | |||||||||
Selling, general, and administrative expenses | 23,870 | 7,010 | - | 30,880 | |||||||||
Acquisition-related expenses | 628 | 1,730 | - | 2,358 | |||||||||
Loss (gain) on disposal of assets | 1,052 | -1,585 | - | -533 | |||||||||
Adjusted EBITDA | 51,032 | 16,420 | - | 67,452 | |||||||||
Depreciation and accretion expense | 12,115 | 7,997 | - | 20,112 | |||||||||
Adjusted EBITA | 38,917 | 8,423 | 57 | 47,397 | |||||||||
Amortization of intangible assets | 7,246 | 2,251 | - | 9,497 | |||||||||
Interest expense, net, including amortization of deferred financing costs and note discount | 7,054 | 435 | - | 7,489 | |||||||||
Income tax expense (benefit) | 10,766 | -2,302 | - | 8,464 | |||||||||
Capital expenditures (1) | $ | 13,098 | $ | 18,580 | $ | - | $ | 31,678 | |||||
Three Months Ended March 31, 2014 | |||||||||||||
North America | Europe | Eliminations/Adjustments | Total | ||||||||||
(In thousands) | |||||||||||||
Revenue from external customers | $ | 182,091 | $ | 62,981 | $ | - | $ | 245,072 | |||||
Intersegment revenues | 1,601 | - | -1,601 | - | |||||||||
Cost of revenues | 120,741 | 47,429 | -1,601 | 166,569 | |||||||||
Selling, general, and administrative expenses | 20,440 | 4,087 | - | 24,527 | |||||||||
Acquisition-related expenses | 169 | 2,918 | - | 3,087 | |||||||||
Loss on disposal of assets | 268 | - | - | 268 | |||||||||
Adjusted EBITDA | 45,403 | 11,476 | - | 56,879 | |||||||||
Depreciation and accretion expense | 11,835 | 6,525 | -14 | 18,346 | |||||||||
Adjusted EBITA | 33,568 | 4,952 | 358 | 38,878 | |||||||||
Amortization of intangible assets | 5,750 | 2,467 | - | 8,217 | |||||||||
Interest expense, net, including amortization of deferred financing costs | 7,622 | 479 | - | 8,101 | |||||||||
Redemption costs for early extinguishment of debt | 654 | - | - | 654 | |||||||||
Income tax expense (benefit) | 5,805 | -32 | - | 5,773 | |||||||||
- | |||||||||||||
Capital expenditures (1) | $ | 8,109 | $ | 8,605 | $ | -2 | $ | 16,712 | |||||
____________ | |||||||||||||
-1 | Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. | ||||||||||||
Identifiable Assets: | |||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||
(In thousands) | |||||||||||||
North America | $ | 828,857 | $ | 857,188 | |||||||||
Europe | 381,014 | 398,602 | |||||||||||
Total | $ | 1,209,871 | $ | 1,255,790 | |||||||||
New_Accounting_Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | |
(16) New Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (the "FASB") issued FASB Accounting Standards Updates ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. Early application is not permitted. In April 2015, the FASB voted for a one-year deferral of the effective date of ASU 2014-09 and is expected to issue an exposure draft during the second quarter of 2015. The Company is currently evaluating the effect that the adoption of ASU 2014-09 will have on the Company’s financial statements. | |
In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. ASU 2015-03 requires retrospective application and represents a change in accounting principle. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect ASU 2015-03 to have a material effect on the Company's results of operations, however, it will impact future balance sheet presentation and financial statement disclosures related to the Company's debt issuance costs. | |
General_and_Basis_of_Presentat1
General and Basis of Presentation (Policy) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
General and Basis of Presentation [Abstract] | |||||||
Basis of Presentation | Basis of Presentation | ||||||
This Quarterly Report on Form 10-Q (this "Form 10-Q") has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the United States ("U.S. GAAP"), although the Company believes that the disclosures are adequate to make the information not misleading. You should read this Form 10-Q along with the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (the "2014 Form 10-K"), which includes a summary of the Company's significant accounting policies and other disclosures. | |||||||
The financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are unaudited. The Consolidated Balance Sheet as of December 31, 2014 was derived from the audited balance sheet filed in the 2014 Form 10-K. In management's opinion, all normal recurring adjustments necessary for a fair presentation of the Company's interim and prior period results have been made. Certain balances have been reclassified in the December 31, 2014 audited financial statements to present information consistently between periods. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. | |||||||
The unaudited interim consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority (51.0%) interest in, and realizes a majority of the earnings and/or losses of, Cardtronics Mexico, S.A. de C.V. (“Cardtronics Mexico”), thus this entity is reflected as a consolidated subsidiary in the accompanying consolidated financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests. | |||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and these differences could be material to the financial statements. | |||||||
Cost of ATM Operating Revenues and Gross Profit Presentation | Cost of ATM Operating Revenues and Gross Profit Presentation | ||||||
The Company presents Cost of ATM operating revenues and Gross profit within its Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets. The following table sets forth the amounts excluded from Cost of ATM operating revenues and Gross profit for the periods indicated: | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Depreciation and accretion expenses related to ATMs and ATM-related assets | $ | 15,382 | $ | 15,589 | |||
Amortization of intangible assets | 9,497 | 8,217 | |||||
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit | $ | 24,879 | $ | 23,806 | |||
General_and_Basis_of_Presentat2
General and Basis of Presentation (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
General and Basis of Presentation [Abstract] | |||||||
Schedule Of Depreciation Accretion And Amortization Amounts Excluded From Operating Revenues And Gross Profit | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Depreciation and accretion expenses related to ATMs and ATM-related assets | $ | 15,382 | $ | 15,589 | |||
Amortization of intangible assets | 9,497 | 8,217 | |||||
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit | $ | 24,879 | $ | 23,806 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stock-Based Compensation [Abstract] | |||||||
Stock-Based Compensation, Expense | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2015 | 2014 | ||||||
(In thousands) | |||||||
Cost of ATM operating revenues | $ | 334 | $ | 214 | |||
Selling, general, and administrative expenses | 3,867 | 3,004 | |||||
Total stock-based compensation expense | $ | 4,201 | $ | 3,218 | |||
Stock-Based Compensation, Restricted Share Awards | |||||||
Number of Shares | Weighted Average Grant Date Fair Value | ||||||
RSAs outstanding as of January 1, 2015 | 83,028 | $ | 27.06 | ||||
Vested | -7,750 | $ | 26.16 | ||||
Forfeited | -3,250 | $ | 28.95 | ||||
RSAs outstanding as of March 31, 2015 | 72,028 | $ | 27.08 | ||||
Stock-Based Compensation, Restricted Share Units | |||||||
Number of Units | Weighted Average Grant Date Fair Value | ||||||
Non-vested RSUs as of January 1, 2015 | 786,797 | $ | 29.17 | ||||
Granted | 485,847 | $ | 38.71 | ||||
Vested | -383,890 | $ | 26.64 | ||||
Forfeited | -15,997 | $ | 35.04 | ||||
Non-vested RSUs as of March 31, 2015 | 872,757 | $ | 35.49 | ||||
Stock-Based Compensation, Stock Options | |||||||
Number of Shares | Weighted Average Exercise Price | ||||||
Options outstanding as of January 1, 2015 | 183,367 | $ | 10.33 | ||||
Exercised | -44,000 | $ | 10.19 | ||||
Options outstanding as of March 31, 2015 | 139,367 | $ | 10.38 | ||||
Options vested and exercisable as of March 31, 2015 | 139,367 | $ | 10.38 | ||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||
Schedule Of Earnings Per Share, Basic And Diluted | |||||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | ||||||||||||||||||
Income | Weighted Average Shares Outstanding | Earnings Per Share | Income | Weighted Average Shares Outstanding | Earnings Per Share | ||||||||||||||
Basic: | |||||||||||||||||||
Net income attributable to controlling interests and available to common stockholders | $ | 15,233 | $ | 9,565 | |||||||||||||||
Less: Undistributed earnings allocated to unvested RSAs | -25 | -49 | |||||||||||||||||
Net income available to common stockholders | $ | 15,208 | 44,667,248 | $ | 0.34 | $ | 9,516 | 44,215,372 | $ | 0.22 | |||||||||
Diluted: | |||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Add: Undistributed earnings allocated to restricted shares | $ | 25 | $ | 49 | |||||||||||||||
Stock options added to the denominator under the treasury stock method | 78,795 | 135,579 | |||||||||||||||||
RSUs added to the denominator under the treasury stock method | 519,558 | 416,637 | |||||||||||||||||
Less: Undistributed earnings reallocated to RSAs | -25 | -48 | |||||||||||||||||
Net income available to common stockholders and assumed conversions | $ | 15,208 | 45,265,601 | $ | 0.34 | $ | 9,517 | 44,767,588 | $ | 0.21 | |||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss, Net (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Accumulated Other Comprehensive Loss, Net [Abstract] | ||||||||||
Schedule Of Accumulated Other Comprehensive Loss, Net | ||||||||||
Foreign currency translation adjustments | Unrealized (losses) gains on interest rate swap contracts | Total | ||||||||
(In thousands) | ||||||||||
Total accumulated other comprehensive loss, net as of January 1, 2015 | $ | -34,709 | $ | -48,298 | -1 | $ | -83,007 | |||
Other comprehensive loss before reclassification | -10,916 | -13,725 | -2 | -24,641 | ||||||
Amounts reclassified from accumulated other comprehensive loss, net | — | 8,571 | -2 | 8,571 | ||||||
Net current period other comprehensive loss | -10,916 | -5,154 | -16,070 | |||||||
Total accumulated other comprehensive loss, net as of March 31, 2015 | $ | -45,625 | $ | -53,452 | -1 | $ | -99,077 | |||
____________ | ||||||||||
-1 | Net of deferred income tax benefit of $9,994 and $6,701 as of March 31, 2015 and January 1, 2015, respectively. | |||||||||
-2 | Net of deferred income tax (benefit) expense of $(8,769) and $5,476 for Other Comprehensive Income (Loss) before reclassification and amounts reclassified from Accumulated other comprehensive loss, net, respectively. See Note 11, Derivative Financial Instruments. | |||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||
Schedule of Goodwill | |||||||||||||||||||
Goodwill | |||||||||||||||||||
North America (1) | Europe (2) | Total | |||||||||||||||||
(In thousands) | |||||||||||||||||||
Balance as of January 1, 2015: | |||||||||||||||||||
Gross balance | $ | 398,977 | $ | 162,989 | $ | 561,966 | |||||||||||||
Accumulated impairment loss | — | -50,003 | -50,003 | ||||||||||||||||
$ | 398,977 | $ | 112,986 | $ | 511,963 | ||||||||||||||
Acquisitions | — | — | — | ||||||||||||||||
Purchase price adjustments | 193 | 796 | 989 | ||||||||||||||||
Foreign currency translation adjustments | — | -5,283 | -5,283 | ||||||||||||||||
Intersegment transfer | 445 | -659 | -214 | ||||||||||||||||
Balance as of March 31, 2015: | |||||||||||||||||||
Gross balance | $ | 399,615 | $ | 157,843 | $ | 557,458 | |||||||||||||
Accumulated impairment loss | — | -50,003 | -50,003 | ||||||||||||||||
$ | 399,615 | $ | 107,840 | $ | 507,455 | ||||||||||||||
____________ | |||||||||||||||||||
-1 | The North America segment is comprised of the Company’s operations in the U.S., Canada, and Mexico. | ||||||||||||||||||
-2 | The Europe segment is comprised of the Company’s operations in the U.K., Germany and Poland. | ||||||||||||||||||
Summary Of Net Carrying Amounts Of Intangible Assets With Indefinite Lives | |||||||||||||||||||
Trade Name: indefinite-lived | |||||||||||||||||||
North America | Europe | Total | |||||||||||||||||
(In thousands) | |||||||||||||||||||
Balance as of January 1, 2015 | $ | 728 | $ | — | $ | 728 | |||||||||||||
Foreign currency translation adjustments | -24 | — | -24 | ||||||||||||||||
Balance as of March 31, 2015 | $ | 704 | $ | — | $ | 704 | |||||||||||||
Summary Of Intangible Assets Subject To Amortization | |||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||
Gross | Net | Gross | Net | ||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||||
Customer and branding contracts/relationships | $ | 333,343 | $ | -193,371 | $ | 139,972 | $ | 338,830 | $ | -186,185 | $ | 152,645 | |||||||
Deferred financing costs | 16,127 | -6,365 | 9,762 | 16,127 | -5,851 | 10,276 | |||||||||||||
Non-compete agreements | 4,495 | -3,522 | 973 | 4,568 | -3,374 | 1,194 | |||||||||||||
Technology | 2,785 | -2,305 | 480 | 2,803 | -2,025 | 778 | |||||||||||||
Trade name: definite-lived | 12,698 | -2,078 | 10,620 | 13,702 | -1,783 | 11,919 | |||||||||||||
Total | $ | 369,448 | $ | -207,641 | $ | 161,807 | $ | 376,030 | $ | -199,218 | $ | 176,812 | |||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Accrued Liabilities [Abstract] | |||||||
Accrued Liabilities | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Accrued merchant fees | $ | 43,069 | $ | 39,473 | |||
Accrued taxes | 20,527 | 10,001 | |||||
Accrued maintenance | 10,987 | 8,945 | |||||
Accrued merchant settlement | 7,076 | 18,050 | |||||
Accrued compensation | 6,600 | 14,623 | |||||
Accrued purchases | 5,440 | 4,876 | |||||
Accrued cash management fees | 4,413 | 9,869 | |||||
Accrued armored | 4,083 | 8,235 | |||||
Deferred acquisition purchase price (1) | 3,625 | 20,580 | |||||
Accrued interest | 3,505 | 6,128 | |||||
Accrued interest on interest rate swaps | 2,946 | 3,001 | |||||
Accrued processing costs | 2,427 | 1,957 | |||||
Accrued telecommunications costs | 2,221 | 2,613 | |||||
Other accrued expenses | 34,714 | 31,615 | |||||
Total | $ | 151,633 | $ | 179,966 | |||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Long-Term Debt [Abstract] | |||||||
Schedule Of Long-Term Debt | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Revolving credit facility, including swing-line credit facility (weighted-average combined interest rate of 1.9% and 2.5% as of March 31, 2015 and December 31, 2014, respectively) | $ | 133,488 | $ | 137,292 | |||
5.125% Senior notes due August 2022 | 250,000 | 250,000 | |||||
1.00% Convertible senior notes due December 2020, net of discount | 227,623 | 225,370 | |||||
Other | — | 35 | |||||
Total | 611,111 | 612,697 | |||||
Less: current portion | — | 35 | |||||
Total long-term debt, excluding current portion | $ | 611,111 | $ | 612,662 | |||
Schedule of Convertible Debt | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Principal balance | $ | 287,500 | $ | 287,500 | |||
Discount, net of accumulated amortization | -59,877 | -62,130 | |||||
Net carrying amount of Convertible Notes | $ | 227,623 | $ | 225,370 | |||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Asset Retirement Obligations [Abstract] | ||||
Changes In Asset Retirement Obligation Liability | ||||
Asset retirement obligation as of January 1, 2015 | $ | 55,136 | ||
Additional obligations | 2,038 | |||
Accretion expense | 530 | |||
Change in estimates | -988 | |||
Payments | -814 | |||
Foreign currency translation adjustments | -1,248 | |||
Total Asset retirement obligation as of March 31, 2015 | 54,654 | |||
Less: current portion | 3,049 | |||
Asset retirement obligation, excluding current portion | $ | 51,605 | ||
Other_Liabilities_Tables
Other Liabilities (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Other Liabilities [Abstract] | |||||||
Schedule Of Other Liabilities | |||||||
31-Mar-15 | 31-Dec-14 | ||||||
(In thousands) | |||||||
Current Portion of Other Long-Term Liabilities: | |||||||
Interest rate swaps | $ | 28,811 | $ | 29,147 | |||
Obligations associated with acquired unfavorable contracts | 325 | 284 | |||||
Deferred revenue | 1,953 | 1,731 | |||||
Asset retirement obligations | 3,049 | 3,097 | |||||
Other | 676 | 678 | |||||
Total | $ | 34,814 | $ | 34,937 | |||
Other Long-Term Liabilities: | |||||||
Interest rate swaps | $ | 34,628 | $ | 25,847 | |||
Obligations associated with acquired unfavorable contracts | 1,127 | 2,271 | |||||
Deferred revenue | 1,146 | 935 | |||||
Other | 8,323 | 8,663 | |||||
Total | $ | 45,224 | $ | 37,716 | |||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Derivative Financial Instruments [Abstract] | ||||||||||||||||||
Notional Amounts, Weighted-Average Fixed Rates, And Terms Associated With The Company's Interest Rate Swaps | ||||||||||||||||||
Notional Amounts | Weighted Average Fixed Rate | Term | ||||||||||||||||
(In millions) | ||||||||||||||||||
$ | 1,300 | 2.84 | % | April 1, 2015 – December 31, 2015 | ||||||||||||||
$ | 1,300 | 2.74 | % | January 1, 2016 – December 31, 2016 | ||||||||||||||
$ | 1,000 | 2.53 | % | January 1, 2017 – December 31, 2017 | ||||||||||||||
$ | 750 | 2.54 | % | January 1, 2018 – December 31, 2018 | ||||||||||||||
$ | 600 | 2.42 | % | January 1, 2019 – December 31, 2019 | ||||||||||||||
$ | 600 | 2.42 | % | January 1, 2020 – December 31, 2020 | ||||||||||||||
Schedule Of Derivatives, Location In Consolidated Balance Sheets | ||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||
Liability Derivative Instruments | Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
Derivatives Designated as Hedging Instruments: | ||||||||||||||||||
Interest rate swap contracts | Current portion of other long-term liabilities | $ | 28,811 | Current portion of other long-term liabilities | $ | 29,147 | ||||||||||||
Interest rate swap contracts | Other long-term liabilities | 34,628 | Other long-term liabilities | 25,847 | ||||||||||||||
Total Derivatives | $ | 63,439 | $ | 54,994 | ||||||||||||||
Effects Of The Derivative Contracts On Consolidated Statements Of Operations | ||||||||||||||||||
Three Months Ended March 31, | ||||||||||||||||||
Derivatives in Cash Flow Hedging Relationship | Amount of Loss Recognized in OCI on Derivative Instruments (Effective Portion) | Location of Loss Reclassed from Accumulated OCI Into Income | Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||||||||||
(Effective Portion) | ||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||
(In thousands) | (In thousands) | |||||||||||||||||
Interest rate swap contracts | $ | -13,725 | $ | -7,552 | Cost of ATM operating revenues | $ | -8,571 | $ | -8,738 | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Measurement Of Assets And Liabilities On A Recurring Basis | |||||||||||||
Fair Value Measurements at March 31, 2015 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Liabilities associated with interest rate swaps | $ | 63,439 | $ | — | $ | 63,439 | $ | — | |||||
Fair Value Measurements at December 31, 2014 | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
(In thousands) | |||||||||||||
Liabilities | |||||||||||||
Liabilities associated with interest rate swaps | $ | 54,994 | $ | — | $ | 54,994 | $ | — | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income Taxes [Abstract] | ||||||||
Components Of Income Tax Expense | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands, except for percentages) | ||||||||
Income tax expense | $ | 8,464 | $ | 5,773 | ||||
Effective tax rate | 36.4 | % | 37.8 | % | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Segment Information [Abstract] | |||||||||||||
Reconciliation Of Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization To Net Income Attributable To Controlling Interests | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
(In thousands) | |||||||||||||
Adjusted EBITA | $ | 47,397 | $ | 38,878 | |||||||||
Add back: | |||||||||||||
Depreciation and accretion expense (2) | 20,055 | 18,002 | |||||||||||
Adjusted EBITDA | $ | 67,452 | $ | 56,880 | |||||||||
Less: | |||||||||||||
(Gain) loss on disposal of assets | -533 | 268 | |||||||||||
Other expense | 1,060 | 31 | |||||||||||
Noncontrolling interests (1) | -425 | -373 | |||||||||||
Stock-based compensation expense (2) | 4,197 | 3,211 | |||||||||||
Acquisition-related expenses | 2,358 | 3,087 | |||||||||||
EBITDA | $ | 60,795 | $ | 50,656 | |||||||||
Less: | |||||||||||||
Interest expense, net, including amortization of deferred financing costs and note discount, and redemption cost for early extinguishment of debt | 7,489 | 8,755 | |||||||||||
Income tax expense | 8,464 | 5,773 | |||||||||||
Depreciation and accretion expense | 20,112 | 18,346 | |||||||||||
Amortization of intangible assets | 9,497 | 8,217 | |||||||||||
Net income attributable to controlling interests and available to common stockholders | $ | 15,233 | $ | 9,565 | |||||||||
____________ | |||||||||||||
-1 | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary. | ||||||||||||
-2 | Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. | ||||||||||||
Financial Information For Each Of The Company's Reporting Segments | |||||||||||||
: | |||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||
North America | Europe | Eliminations/Adjustments | Total | ||||||||||
(In thousands) | |||||||||||||
Revenue from external customers | $ | 197,075 | $ | 84,826 | $ | - | $ | 281,901 | |||||
Intersegment revenues | 1,843 | - | -1,843 | - | |||||||||
Cost of revenues | 128,232 | 61,411 | -1,843 | 187,800 | |||||||||
Selling, general, and administrative expenses | 23,870 | 7,010 | - | 30,880 | |||||||||
Acquisition-related expenses | 628 | 1,730 | - | 2,358 | |||||||||
Loss (gain) on disposal of assets | 1,052 | -1,585 | - | -533 | |||||||||
Adjusted EBITDA | 51,032 | 16,420 | - | 67,452 | |||||||||
Depreciation and accretion expense | 12,115 | 7,997 | - | 20,112 | |||||||||
Adjusted EBITA | 38,917 | 8,423 | 57 | 47,397 | |||||||||
Amortization of intangible assets | 7,246 | 2,251 | - | 9,497 | |||||||||
Interest expense, net, including amortization of deferred financing costs and note discount | 7,054 | 435 | - | 7,489 | |||||||||
Income tax expense (benefit) | 10,766 | -2,302 | - | 8,464 | |||||||||
Capital expenditures (1) | $ | 13,098 | $ | 18,580 | $ | - | $ | 31,678 | |||||
Three Months Ended March 31, 2014 | |||||||||||||
North America | Europe | Eliminations/Adjustments | Total | ||||||||||
(In thousands) | |||||||||||||
Revenue from external customers | $ | 182,091 | $ | 62,981 | $ | - | $ | 245,072 | |||||
Intersegment revenues | 1,601 | - | -1,601 | - | |||||||||
Cost of revenues | 120,741 | 47,429 | -1,601 | 166,569 | |||||||||
Selling, general, and administrative expenses | 20,440 | 4,087 | - | 24,527 | |||||||||
Acquisition-related expenses | 169 | 2,918 | - | 3,087 | |||||||||
Loss on disposal of assets | 268 | - | - | 268 | |||||||||
Adjusted EBITDA | 45,403 | 11,476 | - | 56,879 | |||||||||
Depreciation and accretion expense | 11,835 | 6,525 | -14 | 18,346 | |||||||||
Adjusted EBITA | 33,568 | 4,952 | 358 | 38,878 | |||||||||
Amortization of intangible assets | 5,750 | 2,467 | - | 8,217 | |||||||||
Interest expense, net, including amortization of deferred financing costs | 7,622 | 479 | - | 8,101 | |||||||||
Redemption costs for early extinguishment of debt | 654 | - | - | 654 | |||||||||
Income tax expense (benefit) | 5,805 | -32 | - | 5,773 | |||||||||
- | |||||||||||||
Capital expenditures (1) | $ | 8,109 | $ | 8,605 | $ | -2 | $ | 16,712 | |||||
____________ | |||||||||||||
-1 | Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. | ||||||||||||
Identifiable Assets | |||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||
(In thousands) | |||||||||||||
North America | $ | 828,857 | $ | 857,188 | |||||||||
Europe | 381,014 | 398,602 | |||||||||||
Total | $ | 1,209,871 | $ | 1,255,790 | |||||||||
General_and_Basis_of_Presentat3
General and Basis of Presentation (Narrative) (Details) | Mar. 31, 2015 |
state | |
item | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 111,500 |
Number of U.S. states devices located | 50 |
Number of devices that entity provided managed services to | 34,300 |
Number of devices under contract with financial institutions | 22,000 |
Number of ATMs participating in Allpoint network | 55,000 |
U.S. [Member] | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 91,900 |
U.K. [Member] | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 14,600 |
Germany [Member] | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 1,000 |
Mexico [Member] | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 1,400 |
Majority owned interest percentage | 51.00% |
Canada [Member] | |
General And Basis Of Presentation [Line Items] | |
Number of devices operated by entity | 2,600 |
General_and_Basis_of_Presentat4
General and Basis of Presentation (Schedule Of Depreciation Accretion And Amortization Amounts Excluded From Operating Revenues and Gross Profit) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
General and Basis of Presentation [Abstract] | ||
Depreciation and accretion expenses related to ATMs and ATM-related assets | $15,382 | $15,589 |
Amortization of intangible assets | 9,497 | 8,217 |
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit | $24,879 | $23,806 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Feb. 06, 2014 | Oct. 06, 2014 | Mar. 31, 2015 | Oct. 06, 2014 | Nov. 03, 2014 | Nov. 03, 2014 | Nov. 03, 2014 | |
USD ($) | USD ($) | USD ($) | Automated Financial, L.L.C. [Member] | Automated Financial, L.L.C. [Member] | Welch ATM [Member] | Welch ATM [Member] | Welch ATM [Member] | Sunwin Services Group [Member] | Sunwin Services Group [Member] | Co-Op Bank [Member] | |
item | item | USD ($) | USD ($) | USD ($) | GBP (£) | item | |||||
item | item | ||||||||||
state | |||||||||||
Business Acquisitions [Line Items] | |||||||||||
Effective date of acquisition | 6-Feb-14 | 6-Oct-14 | |||||||||
Number of automated teller machines | 111,500 | 2,100 | 26,000 | 1,950 | |||||||
Payments to Acquire Businesses, Gross | $159,400,000 | ||||||||||
Business Combination, total consideration | 154,000,000 | 66,400,000 | 41,500,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 5,400,000 | ||||||||||
Number of company owned automated teller machines | 3,600 | ||||||||||
Number of states with automated teller machines | 47 | ||||||||||
Acquisition-related expenses | 2,358,000 | 3,087,000 | |||||||||
Goodwill | 507,455,000 | 511,963,000 | 102,700,000 | ||||||||
Intangible assets | 52,500,000 | ||||||||||
Property and equipment | $11,300,000 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Granted | $38.71 |
Unrecognized compensation expense | $15,000 |
Weighted-average period for recognition of compensation cost | 2 years 2 months 12 days |
Number of shares granted | 485,847 |
Restricted Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | 1,100 |
Weighted-average period for recognition of compensation cost | 1 year 7 months 6 days |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $0 |
Vesting Two Years From January 31 of Grant Year [Member] | Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock incentive plan, vesting period | 24 months |
Vesting percentage | 50.00% |
Vesting Three Years From January 31 of Grant Year [Member] | Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock incentive plan, vesting period | 36 months |
Vesting percentage | 25.00% |
Vesting Four Years From January 31 of Grant Year [Member] | Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock incentive plan, vesting period | 48 months |
Vesting percentage | 25.00% |
StockBased_Compensation_StockB
Stock-Based Compensation (Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | $4,201 | $3,218 |
Cost Of ATM Operating Revenues [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | 334 | 214 |
Selling, General and Administrative Expenses [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | $3,867 | $3,004 |
StockBased_Compensation_StockB1
Stock-Based Compensation (Stock-Based Compensation, RSAs) (Details) (Restricted Stock Awards [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Restricted Stock outstanding, Beginning Balance | 83,028 |
Weighted Average Grant Date Fair Value, Beginning Balance | $27.06 |
Number of Shares, Vested | -7,750 |
Weighted Average Grant Date Fair Value, Vested | $26.16 |
Number of Shares, Forfeited | -3,250 |
Weighted Average Grant Date Fair Value, Forfeited | $28.95 |
Number of Shares, Restricted Stock outstanding, Ending Balance | 72,028 |
Weighted Average Grant Date Fair Value, Ending Balance | $27.08 |
StockBased_Compensation_StockB2
Stock-Based Compensation (Stock-Based Compensation, RSUs) (Details) (Restricted Stock Units [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Restricted Stock outstanding, Beginning Balance | 786,797 |
Number of Shares, Granted | 485,847 |
Number of Shares, Vested | -383,890 |
Number of Shares, Forfeited | -15,997 |
Number of Shares, Restricted Stock outstanding, Ending Balance | 872,757 |
Weighted Average Grant Date Fair Value, Beginning Balance | $29.17 |
Weighted Average Grant Date Fair Value, Granted | $38.71 |
Weighted Average Grant Date Fair Value, Vested | $26.64 |
Weighted Average Grant Date Fair Value, Forfeited | $35.04 |
Weighted Average Grant Date Fair Value, Ending Balance | $35.49 |
StockBased_Compensation_StockB3
Stock-Based Compensation (Stock-Based Compensation, Stock Options) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Number of Shares, Options outstanding, Beginning Balance | 183,367 |
Number of Shares, Exercised | -44,000 |
Number of Shares, Options outstanding, Ending Balance | 139,367 |
Number of Shares, Options vested and exercisable | 139,367 |
Weighted Average Exercise Price, Options outstanding, Beginning Balance | $10.33 |
Weighted Average Exercise Price, Exercised | $10.19 |
Weighted Average Exercise Price, Options outstanding, Ending Balance | $10.38 |
Weighted Average Exercise Price, Options vested and exercisable | $10.38 |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares excluded from computation of diluted earnings per share | 32,185 | 101,461 |
Earnings_Per_Share_Schedule_Of
Earnings Per Share (Schedule Of Earnings Per Share, Basic And Diluted) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net income attributable to controlling interests and available to common stockholders | $15,233 | $9,565 |
Less: undistributed earnings allocated to unvested restricted shares | -25 | -49 |
Net income available to common stockholders | 15,208 | 9,516 |
Add: Undistributed earnings allocated to restricted shares, Diluted | 25 | 49 |
Less: Undistributed earnings reallocated to restricted shares | -25 | -48 |
Net income available to common stockholders and assumed conversions | $15,208 | $9,517 |
Weighted Average Shares Outstanding, Basic | 44,667,248 | 44,215,372 |
Stock options added to the denominator under the treasury stock method | 78,795 | 135,579 |
RSUs added to the denominator under the treasury stock method | 519,558 | 416,637 |
Weighted Average Shares Outstanding, Diluted | 45,265,601 | 44,767,588 |
Net income per common share - basic | $0.34 | $0.22 |
Net income per common share - diluted | $0.34 | $0.21 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss, Net (Schedule Of Accumulated Other Comprehensive Loss, Net) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, net, beginning balance | ($83,007) | |||
Other comprehensive income (loss) before reclassification | -24,641 | |||
Amounts reclassified from accumulated other comprehensive loss, net | 8,571 | |||
Net current period other comprehensive (loss) income | -16,070 | 1,926 | ||
Accumulated other comprehensive loss, net, ending balance | -99,077 | |||
Accumulated other comprehensive loss, tax benefit | 9,994 | 6,701 | ||
Other comprehensive loss before reclassification - interest rate swap contracts, tax expense (benefit) | -8,769 | |||
Amounts reclassified from AOCI - interest rate swap contracts, tax expense | 5,476 | |||
Foreign currency translation adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, net, beginning balance | -34,709 | |||
Other comprehensive income (loss) before reclassification | -10,916 | |||
Net current period other comprehensive (loss) income | -10,916 | |||
Accumulated other comprehensive loss, net, ending balance | -45,625 | |||
Unrealized losses on interest rate swap contracts [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, net, beginning balance | -48,298 | [1] | ||
Other comprehensive income (loss) before reclassification | -13,725 | [2] | ||
Amounts reclassified from accumulated other comprehensive loss, net | 8,571 | [2] | ||
Net current period other comprehensive (loss) income | -5,154 | [2] | ||
Accumulated other comprehensive loss, net, ending balance | ($53,452) | [1] | ||
[1] | Net of deferred income tax benefit of $9,994 and $6,701 as of March 31, 2015 and January 1, 2015, respectively. | |||
[2] | Net of deferred income tax (benefit) expense of $(8,769) and $5,476 for Other Comprehensive Income (Loss) before reclassification and amounts reclassified from Accumulated other comprehensive loss, net, respectively. See Note 11, Derivative Financial Instruments. |
Intangible_Assets_Schedule_Of_
Intangible Assets (Schedule Of Goodwill And Net Carrying Amount Of Intangible Assets With Indefinite Lives) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Indefinite-lived Intangible Assets by Segment [Line Items] | ||
Goodwill gross, beginning balance | $561,966 | |
Accumulated impairment loss, beginning balance | -50,003 | |
Goodwill net, beginning balance | 511,963 | |
Purchase price adjustments | 989 | |
Foreign currency translation adjustments | -5,283 | |
Intersegment transfer | -214 | |
Goodwill gross, ending balance | 557,458 | |
Accumulated impairment loss, ending balance | -50,003 | |
Goodwill net, ending balance | 507,455 | |
Trade Name [Member] | ||
Indefinite-lived Intangible Assets by Segment [Line Items] | ||
Indefinite lived intangible asset, Beginning balance | 728 | |
Indefinite lived intangible asset, foreign currency translation adjustments | -24 | |
Indefinite lived intangible asset, Ending balance | 704 | |
U.S. [Member] | Trade Name [Member] | ||
Indefinite-lived Intangible Assets by Segment [Line Items] | ||
Indefinite lived intangible asset, Beginning balance | 728 | |
Indefinite lived intangible asset, foreign currency translation adjustments | -24 | |
Indefinite lived intangible asset, Ending balance | 704 | |
North America [Member] | ||
Indefinite-lived Intangible Assets by Segment [Line Items] | ||
Goodwill gross, beginning balance | 398,977 | [1] |
Goodwill net, beginning balance | 398,977 | [1] |
Purchase price adjustments | 193 | [1] |
Intersegment transfer | 445 | [1] |
Goodwill gross, ending balance | 399,615 | [1] |
Goodwill net, ending balance | 399,615 | [1] |
Europe [Member] | ||
Indefinite-lived Intangible Assets by Segment [Line Items] | ||
Goodwill gross, beginning balance | 162,989 | [1],[2] |
Accumulated impairment loss, beginning balance | -50,003 | [1],[2] |
Goodwill net, beginning balance | 112,986 | [1],[2] |
Purchase price adjustments | 796 | [1],[2] |
Foreign currency translation adjustments | -5,283 | [1],[2] |
Intersegment transfer | -659 | [1],[2] |
Goodwill gross, ending balance | 157,843 | [1],[2] |
Accumulated impairment loss, ending balance | -50,003 | [1],[2] |
Goodwill net, ending balance | $107,840 | [1],[2] |
[1] | The North America segment is comprised of the Companybs operations in the U.S., Canada, and Mexico. | |
[2] | The Europe segment is comprised of the Companybs operations in the U.K., Germany and Poland. |
Intangible_Assets_Summary_Of_I
Intangible Assets (Summary Of Intangible Assets Subject To Amortization) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $369,448 | $376,030 |
Accumulated Amortization | -207,641 | -199,218 |
Net Carrying Amount | 161,807 | 176,812 |
Customer and Bank Branding Contracts / Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 333,343 | 338,830 |
Accumulated Amortization | -193,371 | -186,185 |
Net Carrying Amount | 139,972 | 152,645 |
Deferred Financing Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,127 | 16,127 |
Accumulated Amortization | -6,365 | -5,851 |
Net Carrying Amount | 9,762 | 10,276 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,495 | 4,568 |
Accumulated Amortization | -3,522 | -3,374 |
Net Carrying Amount | 973 | 1,194 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,785 | 2,803 |
Accumulated Amortization | -2,305 | -2,025 |
Net Carrying Amount | 480 | 778 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,698 | 13,702 |
Accumulated Amortization | -2,078 | -1,783 |
Net Carrying Amount | $10,620 | $11,919 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Accrued Liabilities [Abstract] | ||||
Accrued merchant fees | $43,069 | $39,473 | ||
Accrued taxes | 20,527 | 10,001 | ||
Accrued maintenance | 10,987 | 8,945 | ||
Accrued merchant settlement | 7,076 | 18,050 | ||
Accrued compensation | 6,600 | 14,623 | ||
Accrued purchases | 5,440 | 4,876 | ||
Accrued cash management | 4,413 | 9,869 | ||
Accrued armored | 4,083 | 8,235 | ||
Deferred acquisition purchase price | 3,625 | [1] | 20,580 | [1] |
Accrued interest | 3,505 | 6,128 | ||
Accrued interest on interest rate swap | 2,946 | 3,001 | ||
Accrued processing costs | 2,427 | 1,957 | ||
Accrued telecommunications costs | 2,221 | 2,613 | ||
Other accrued expenses | 34,714 | 31,615 | ||
Total | $151,633 | $179,966 | ||
[1] | This category represents purchase price consideration on the Sunwin acquisition. |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Amount Outstanding | $133,488,000 | $137,292,000 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Current borrowing capacity under revolving credit facility | 375,000,000 | ||
Maximum borrowing capacity under revolving credit facility | 500,000,000 | ||
Sub-limit of revolving credit facility, letter of credit | 30,000,000 | ||
Line Of Credit Facility Swingline Sublimit | 25,000,000 | ||
Sub-limit of revolving credit facility, foreign currency | 125,000,000 | ||
Percentage of stock in foreign subsidiaries used as collateral | 66.00% | ||
Percentage of EBITDA | 40.00% | ||
Line of Credit Facility, Amount Outstanding | 133,500,000 | ||
Available borrowing capacity | 239,400,000 | ||
Debt Instrument, Senior Secured Leverage Ratio, Covenant | 2.25 | ||
Debt Instrument, Fixed Charge Coverage Ratio, Covenant | 1.5 | ||
Letter Of Credit United Kindom Overdraft Facility [Member] | |||
Debt Instrument [Line Items] | |||
Letter of credit posted | 2,000,000 | ||
Letter Of Credit Canadian Processing Contract [Member] | |||
Debt Instrument [Line Items] | |||
Letter of credit posted | 100,000 | ||
Convertible senior notes due December 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 287,500,000 | 287,500,000 | |
Debt instrument original face amount | 250,000,000 | ||
1.00% Convertible senior notes due December 2020 | 227,623,000 | 225,370,000 | |
Debt Instrument, Convertible, Carrying Amount of the Equity Component | 71,700,000 | ||
Debt Instrument, Convertible, Carrying Amount of the Debt Component | 215,800,000 | ||
Debt instrument over allotment exercise period | 13 days | ||
Debt instrument over allotment face value | 37,500,000 | ||
Proceeds from Debt, net of issuance costs | 254,200,000 | ||
Notes stated interest percentage | 1.00% | ||
Effective interest rate percentage | 5.26% | ||
Debt Instrument, Convertible, Conversion Price | $52.35 | ||
Debt Instrument, Convertible, Conversion Ratio per $1,000 Par Value | 19.1022 | ||
Debt Instrument, Convertible, Number of Shares | 5,500,000 | 665,994 | |
Debt Instrument, Convertible, Threshold percentage of stock price that triggers conversion | 135.00% | ||
Debt Instrument Convertible Threshold Trading Days 1 | 20 days | ||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | ||
Debt Instrument, Convertible, Consecutive Trading Days Available for Conversion 2 | 10 days | ||
Debt Instrument, Convertible, Threshold Consecutive Trading Days 2 | 5 days | ||
Debt Instrument, Convertible, Threshold Percentage of Conversion 2 | 98.00% | ||
Warrant strike price | $73.29 | ||
5.125% Senior notes due August 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument original face amount | 250,000,000 | ||
Senior notes | $250,000,000 | $250,000,000 | |
Notes stated interest percentage | 5.13% | ||
Minimum [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Total Net Leverage Ratio, Covenant | 3 | ||
Minimum [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | ||
Minimum [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Maximum [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Total Net Leverage Ratio, Covenant | 4 | ||
Maximum [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Maximum [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, including swing-line credit facility | $133,488 | $137,292 |
Other | 35 | |
Total | 611,111 | 612,697 |
Less: current portion | 35 | |
Total long-term debt, excluding current portion | 611,111 | 612,662 |
Weighted-average combined rate | 1.90% | 2.50% |
5.125% Senior notes due August 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 250,000 | 250,000 |
Notes stated interest percentage | 5.13% | |
Convertible senior notes due December 2020 [Member] | ||
Debt Instrument [Line Items] | ||
1.00% Convertible senior notes due December 2020 | 227,623 | 225,370 |
Notes stated interest percentage | 1.00% | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, including swing-line credit facility | $133,500 |
LongTerm_Debt_Schedule_of_Inte
Long-Term Debt (Schedule of Interest Expense Related to Convertible Notes) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Interest Expense, Debt [Abstract] | ||
Amortization of deferred financing costs | $2,779 | $2,685 |
LongTerm_Debt_Schedule_of_Conv
Long-Term Debt (Schedule of Convertible Notes) (Details) (Convertible senior notes due December 2020 [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Convertible senior notes due December 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal balance | $287,500 | $287,500 |
Discount, net of accumulated amortization | -59,877 | -62,130 |
Net carrying amount of Convertible Notes | $227,623 | $225,370 |
Asset_Retirement_Obligations_N
Asset Retirement Obligations (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligation assets, useful life | 5 years |
Asset_Retirement_Obligations_C
Asset Retirement Obligations (Changes In Asset Retirement Obligation Liability) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Asset Retirement Obligations [Abstract] | ||
Asset retirement obligation as of beginning of period | $55,136 | |
Additional obligations | 2,038 | |
Accretion expense | 530 | |
Change in estimates | -988 | |
Payments | -814 | |
Foreign currency translation adjustments | -1,248 | |
Asset retirement obligation as of end of period | 54,654 | |
Asset retirement obligation, current | 3,049 | 3,097 |
Asset retirement obligation, excluding current portion | $51,605 | $52,039 |
Other_Liabilities_Schedule_Of_
Other Liabilities (Schedule Of Other Liabilities) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Liabilities [Abstract] | ||
Interest rate swaps, Current | $28,811 | $29,147 |
Obligations associated with unfavorable contracts, Current | 325 | 284 |
Deferred revenue, Current | 1,953 | 1,731 |
Asset Retirement Obligation, Current | 3,049 | 3,097 |
Other, Current | 676 | 678 |
Total, Current | 34,814 | 34,937 |
Interest rate swaps, Noncurrent | 34,628 | 25,847 |
Obligations associated with unfavorable contracts, Noncurrent | 1,127 | 2,271 |
Deferred revenue, Noncurrent | 1,146 | 935 |
Other, Noncurrent | 8,323 | 8,663 |
Total, Noncurrent | $45,224 | $37,716 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Narrative) (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Derivatives, Fair Value [Line Items] | |
Reclassification of derivative-related losses into earnings during the next 12 months | $28.80 |
Interest Rate Swap Contracts [Member] | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $600 |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Notional Amounts, Weighted-Average Fixed Rates, And Terms Associated With The Company's Interest Rate Swaps) (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Derivative Remaining Term Year One [Member] | |
Derivative [Line Items] | |
Notional Amount | $1,300 |
Weighted Average Fixed Rate | 2.84% |
Derivative Remaining Term Year Two [Member] | |
Derivative [Line Items] | |
Notional Amount | 1,300 |
Weighted Average Fixed Rate | 2.74% |
Derivative Remaining Term Year Three [Member] | |
Derivative [Line Items] | |
Notional Amount | 1,000 |
Weighted Average Fixed Rate | 2.53% |
Derivative Remaining Term Year Four [Member] | |
Derivative [Line Items] | |
Notional Amount | 750 |
Weighted Average Fixed Rate | 2.54% |
Derivative Remaining Term Year Five [Member] | |
Derivative [Line Items] | |
Notional Amount | 600 |
Weighted Average Fixed Rate | 2.42% |
Derivative Remaining Term Year Six [Member] | |
Derivative [Line Items] | |
Notional Amount | $600 |
Weighted Average Fixed Rate | 2.42% |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Schedule Of Derivatives, Location In Consolidated Balance Sheets) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Current | $28,811 | $29,147 |
Derivative Liabilities, Noncurrent | 34,628 | 25,847 |
Interest Rate Swap Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Total | 63,439 | 54,994 |
Interest Rate Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Total | 63,439 | 54,994 |
Interest Rate Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member] | Current Portion Of Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Current | 28,811 | 29,147 |
Interest Rate Swap Contracts [Member] | Derivatives Designated As Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Noncurrent | $34,628 | $25,847 |
Derivative_Financial_Instrumen5
Derivative Financial Instruments (Effects Of The Derivative Contracts On Consolidated Statements Of Operations) (Details) (Derivatives In Cash Flow Hedging Relationships [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain(Loss) Recognized in OCI on Derivative Instruments (Effective Portion) | ($13,725) | ($7,552) |
Cost Of ATM Operating Revenues [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | ($8,571) | ($8,738) |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total additional asset retirement obligations incurred for the period | $2,000,000 | $1,100,000 | |
Interest Rate Swap Contracts [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities, Total | 63,439,000 | 54,994,000 | |
Interest Rate Swap Contracts [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities, Total | 63,439,000 | 54,994,000 | |
Senior subordinated notes due September 2018 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long term notes | 247,500,000 | ||
Convertible senior notes due December 2020 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long term notes | $284,800,000 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Measurement Of Assets And Liabilities On A Recurring Basis) (Details) (Interest Rate Swap Contracts [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities associated with interest rate swaps | $63,439 | $54,994 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities associated with interest rate swaps | $63,439 | $54,994 |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Commitments And Contingencies [Abstract] | ||
Asset Retirement Obligation | $54,654 | $55,136 |
Income_Taxes_Components_Of_Inc
Income Taxes (Components Of Income Tax Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Taxes [Abstract] | ||
Income tax expense | $8,464 | $5,773 |
Effective tax rate | 36.40% | 37.80% |
Segment_Information_Reconcilia
Segment Information (Reconciliation Of Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization To Net Income Attributable To Controlling Interests) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITA | $47,397 | $38,878 | ||
Depreciation and accretion expense | 20,055 | [1] | 18,002 | [1] |
Adjusted EBITDA | 67,452 | |||
(Gain) loss on disposal of assets | -533 | [1] | 268 | [1] |
Other expense (income) | 1,060 | 31 | ||
Noncontrolling interests | -425 | [1] | -373 | [1] |
Stock-based compensation expense | 4,197 | [1] | 3,211 | [1] |
Acquisition-related expenses | 2,358 | 3,087 | ||
EBITDA | 60,795 | 50,656 | ||
Interest expense, net, including amortization of deferred financing costs and note discount, and redemption cost for early extinguishment of debt | 7,489 | 8,755 | ||
Redemption costs for early extinguishment of debt | 654 | [2] | ||
Income tax expense (benefit) | 8,464 | 5,773 | ||
Depreciation and accretion expense | 20,112 | 18,346 | ||
Amortization of intangible assets | 9,497 | 8,217 | ||
Net income attributable to controlling interests and available to common stockholders | $15,233 | $9,565 | ||
Mexico [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||
[1] | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary.Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. | |||
[2] | Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. |
Segment_Information_Financial_
Segment Information (Financial Information For Each Of The Company's Reporting Segments) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $281,901 | $245,072 | ||
Cost of revenues | 187,800 | 166,569 | ||
Selling, general, and administrative expenses | 30,880 | 24,527 | ||
Acquisition-related expenses | 2,358 | 3,087 | ||
(Gain) loss on disposal of assets | -533 | [1] | 268 | [1] |
Adjusted EBITDA | 67,452 | |||
Depreciation and accretion expense | 20,112 | 18,346 | ||
Adjusted EBITA | 47,397 | 38,878 | ||
Amortization of intangible assets | 9,497 | 8,217 | ||
Interest expense, net, including amortization of deferred financing costs and note discount | 7,489 | 8,101 | ||
Redemption costs for early extinguishment of debt | 654 | [2] | ||
Income tax expense (benefit) | 8,464 | 5,773 | ||
Capital expenditures | 31,678 | [2] | 16,712 | [2] |
Eliminations/Adjustments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Intersegment revenues | -1,843 | -1,601 | ||
Cost of revenues | -1,843 | -1,601 | ||
Depreciation and accretion expense | -14 | |||
Adjusted EBITA | 57 | 358 | ||
Capital expenditures | -2 | [2] | ||
U.S. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 197,075 | 182,091 | ||
Intersegment revenues | 1,843 | 1,601 | ||
Cost of revenues | 128,232 | 120,741 | ||
Selling, general, and administrative expenses | 23,870 | 20,440 | ||
Acquisition-related expenses | 628 | 169 | ||
(Gain) loss on disposal of assets | 1,052 | 268 | ||
Adjusted EBITDA | 51,032 | 45,403 | ||
Depreciation and accretion expense | 12,115 | 11,835 | ||
Adjusted EBITA | 38,917 | 33,568 | ||
Amortization of intangible assets | 7,246 | 5,750 | ||
Interest expense, net, including amortization of deferred financing costs and note discount | 7,054 | 7,622 | ||
Redemption costs for early extinguishment of debt | 654 | [2] | ||
Income tax expense (benefit) | 10,766 | 5,805 | ||
Capital expenditures | 13,098 | [2] | 8,109 | [2] |
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 84,826 | 62,981 | ||
Cost of revenues | 61,411 | 47,429 | ||
Selling, general, and administrative expenses | 7,010 | 4,087 | ||
Acquisition-related expenses | 1,730 | 2,918 | ||
(Gain) loss on disposal of assets | -1,585 | |||
Adjusted EBITDA | 16,420 | 11,476 | ||
Depreciation and accretion expense | 7,997 | 6,525 | ||
Adjusted EBITA | 8,423 | 4,952 | ||
Amortization of intangible assets | 2,251 | 2,467 | ||
Interest expense, net, including amortization of deferred financing costs and note discount | 435 | 479 | ||
Income tax expense (benefit) | -2,302 | -32 | ||
Capital expenditures | $18,580 | [2] | $8,605 | [2] |
[1] | Noncontrolling interests adjustment made such that Adjusted EBITDA includes only the Company's 51% ownership interest in the Adjusted EBITDA of its Mexico subsidiary.Amounts exclude 49% of the expenses incurred by Cardtronics Mexico as such amounts are allocable to the noncontrolling interest stockholders. | |||
[2] | Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs and other intangible assets. Additionally, capital expenditure amounts for Mexico (included in the North America segment) are reflected gross of any noncontrolling interest amounts. |
Segment_Information_Identifiab
Segment Information (Identifiable Assets) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | $1,209,871 | $1,255,790 |
U.S. [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | 828,857 | 857,188 |
Europe [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | $381,014 | $398,602 |