Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Entity Registrant Name | CARDTRONICS INC | |
Entity Central Index Key | 1,277,856 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,220,304 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 25,049 | $ 26,297 |
Accounts and notes receivable, net of allowance of $2,401 and $2,079 as of March 31, 2016 and December 31, 2015, respectively | 73,924 | 72,009 |
Inventory, net | 9,652 | 10,675 |
Restricted cash | 28,591 | 31,565 |
Current portion of deferred tax asset, net | 16,300 | |
Prepaid expenses, deferred costs, and other current assets | 57,740 | 56,678 |
Total current assets | 194,956 | 213,524 |
Property and equipment, net of accumulated depreciation of $376,050 and $360,722 as of March 31, 2016 and December 31, 2015, respectively | 369,032 | 375,488 |
Intangible assets, net | 140,508 | 150,780 |
Goodwill | 546,392 | 548,936 |
Deferred tax asset, net | 13,299 | 11,950 |
Prepaid expenses, deferred costs, and other noncurrent assets | 22,989 | 19,257 |
Total assets | 1,287,176 | 1,319,935 |
Current liabilities: | ||
Current portion of other long-term liabilities | 32,194 | 32,732 |
Accounts payable | 27,117 | 25,850 |
Accrued liabilities | 217,096 | 219,058 |
Total current liabilities | 276,407 | 277,640 |
Long-term liabilities: | ||
Long-term debt | 540,314 | 568,331 |
Asset retirement obligations | 52,009 | 51,685 |
Deferred tax liability, net | 3,693 | 21,829 |
Other long-term liabilities | 46,519 | 30,657 |
Total liabilities | $ 918,942 | $ 950,142 |
Commitments and contingencies (See Note 13) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 125,000,000 shares authorized; 52,524,969 and 52,129,395 shares issued as of March 31, 2016 and December 31, 2015, respectively; 45,220,304 and 44,953,620 shares outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 5 | $ 5 |
Additional paid-in capital | 377,564 | 374,564 |
Accumulated other comprehensive loss, net | (104,083) | (88,126) |
Retained earnings | 201,281 | 185,897 |
Treasury stock: 7,304,665 and 7,175,775 shares at cost as of March 31, 2016 and December 31, 2015, respectively | (106,529) | (102,566) |
Total parent stockholders' equity | 368,238 | 369,774 |
Noncontrolling interests | (4) | 19 |
Total stockholders' equity | 368,234 | 369,793 |
Total liabilities and stockholders' equity | $ 1,287,176 | $ 1,319,935 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Accounts and notes receivable, allowance | $ 2,401 | $ 2,079 |
Accumulated depreciation | $ 376,050 | $ 360,722 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 52,524,969 | 52,129,395 |
Common stock, shares outstanding | 45,220,304 | 44,953,620 |
Treasury stock, shares | 7,304,665 | 7,175,775 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
ATM operating revenues | $ 292,088 | $ 260,023 |
ATM product sales and other revenues | 11,159 | 21,878 |
Total revenues | 303,247 | 281,901 |
Cost of revenues: | ||
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets shown separately below. See Note 1) | 185,940 | 168,508 |
Cost of ATM product sales and other revenues | 9,933 | 19,292 |
Total cost of revenues | 195,873 | 187,800 |
Gross profit | 107,374 | 94,101 |
Operating expenses: | ||
Selling, general, and administrative expenses | 37,399 | 30,880 |
Acquisition and divestiture-related expenses | 1,584 | 2,358 |
Redomicile-related expense | 6,036 | |
Depreciation and accretion expense | 22,677 | 20,112 |
Amortization of intangible assets | 9,263 | 9,497 |
Loss (gain) on disposal of assets | 382 | (533) |
Total operating expenses | 77,341 | 62,314 |
Income from operations | 30,033 | 31,787 |
Other expense: | ||
Interest expense, net | 4,492 | 4,710 |
Amortization of deferred financing costs and note discount | 2,782 | 2,779 |
Other (income) expense | (555) | 1,060 |
Total other expense | 6,719 | 8,549 |
Income (loss) before income taxes | 23,314 | 23,238 |
Income tax expense | 7,955 | 8,464 |
Net income (loss) | 15,359 | 14,774 |
Net loss attributable to noncontrolling interests | (25) | (459) |
Net income attributable to controlling interests and available to common stockholders | $ 15,384 | $ 15,233 |
Net income per common share - basic | $ 0.34 | $ 0.34 |
Net income per common share - diluted | $ 0.34 | $ 0.34 |
Weighted average shares outstanding - basic | 45,073,654 | 44,667,248 |
Weighted average shares outstanding - diluted | 45,703,488 | 45,265,601 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Comprehensive Income [Abstract] | ||
Net income | $ 15,359 | $ 14,774 |
Unrealized loss on interest rate swap contracts, net of deferred income tax benefit of $5,890 and $3,293 for the three months ended March 31, 2016 and 2015, respectively | (10,686) | (5,154) |
Foreign currency translation adjustments, net of income tax benefit of $825 for the three months ended March 31, 2016 | (5,271) | (10,916) |
Other comprehensive loss | (15,957) | (16,070) |
Total comprehensive loss | (598) | (1,296) |
Less: comprehensive income (loss) attributable to noncontrolling interests | 95 | (396) |
Comprehensive loss attributable to controlling interests | $ (693) | $ (900) |
Consolidated Statements Of Com6
Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Comprehensive Income [Abstract] | ||
Unrealized loss on interest rate swap contracts, deferred income tax benefit | $ 5,890 | $ 3,293 |
Foreign currency translation adjustments, income tax benefit | $ 825 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 15,359 | $ 14,774 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, accretion, and amortization of intangible assets | 31,940 | 29,609 |
Amortization of deferred financing costs and note discount | 2,782 | 2,779 |
Stock-based compensation expense | 3,168 | 4,201 |
Deferred income taxes | 3,076 | (2,948) |
Loss (gain) on disposal of assets | 382 | (533) |
Other reserves and non-cash items | (768) | 1,219 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts and notes receivable, net | (2,014) | 9,102 |
(Increase) decrease in prepaid, deferred costs, and other current assets | (2,103) | 2,703 |
Decrease (increase) in inventory | 1,222 | (2,477) |
Decrease (increase) in other assets | 1,820 | (1,720) |
Decrease in accounts payable | (4,573) | (23,234) |
Decrease in accrued liabilities | (3,830) | (2,175) |
Decrease in other liabilities | (1,807) | (428) |
Net cash provided by operating activities | 44,654 | 30,872 |
Cash flows from investing activities: | ||
Additions to property and equipment | (16,451) | (31,678) |
Acquisitions, net of cash acquired | (2,743) | (15,510) |
Proceeds from sale of assets and businesses | 7,438 | 7,376 |
Net cash used in investing activities | (11,756) | (39,812) |
Cash flows from financing activities: | ||
Proceeds from borrowings under revolving credit facility | 56,494 | 113,400 |
Repayments of borrowings under revolving credit facility | (86,418) | (114,087) |
Proceeds from exercises of stock options | 133 | 448 |
Additional tax (expense) benefit related to stock-based compensation | (400) | 416 |
Repurchase of capital stock | (3,850) | (3,946) |
Net cash used in financing activities | (34,041) | (3,769) |
Effect of exchange rate changes on cash | (105) | (1,971) |
Net decrease in cash and cash equivalents | (1,248) | (14,680) |
Cash and cash equivalents as of beginning of period | 26,297 | 31,875 |
Cash and cash equivalents as of end of period | 25,049 | 17,195 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,904 | 7,327 |
Cash paid for income taxes | $ 1,133 | $ 1,955 |
General and Basis of Presentati
General and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
General and Basis of Presentation | |
General and Basis of Presentation | CARDTRONICS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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, 2016, the Company provided services to approximately 195,000 devices across its portfolio, which included approximately 173,000 devices located in all 50 states of the United States (the “U.S.”) (including the U.S. territory of Puerto Rico), approximately 16,000 devices throughout the United Kingdom (the “U.K.”), approximately 1,100 devices throughout Germany and Poland, approximately 3,500 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. The total count of approximately 195,000 devices also includes devices for which the Company provides processing only services and various forms of managed services solutions, which may include 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 retail merchants of varying sizes, as well as smaller retailers and operators of facilities such as shopping malls, airports, and train stations. 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. (“BBVA”), Citibank, N.A. (“Citibank”), Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Santander Bank, N.A. (“Santander”), TD Bank, N.A. (“TD Bank”), and PNC Bank, N.A. (“PNC Bank”) in the U.S., The Bank of Nova Scotia (“Scotiabank”) and Santander in Puerto Rico, and Scotiabank, TD Bank, and Canadian Imperial Bank of Commerce (“CIBC”) in Canada. In Mexico, the Company operates Cardtronics Mexico, S.A. de C.V. (“Cardtronics Mexico”) and partners 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, 2016, approximatel y 22,000 of the Company’s ATMs were under contract with approximately 500 fin ancial institutions to place their logos on the mach ines 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). Allpoint, which has approximately 55,000 participating ATMs, provides surcharge-free ATM access to customers of approximately 1,300 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 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. Additionally, through its acquisition of Columbus Data Services, L.L.C. (“CDS”) in 2015, the Company provides leading-edge ATM processing solutions to ATM sales and service organizations and financial institutions. 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, 2015 (as amended, the “2015 Form 10-K”), which includes a summary of the Company's significant accounting policies and other disclosures. The financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 are unaudited. The Consolidated Balance Sheet as of December 31, 2015 was derived from the audited balance sheet filed in the 2015 Form 10-K with certain retroactive adjustments. We have adopted the provisions of ASU No. 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) and ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”). These updates require 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 and clarify the treatment of debt issuance costs related to a line-of-credit arrangement. As retrospective application is required by these standards updates, December 31, 2015 has been adjusted with no material impact. In addition, we have adopted early ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), applying its provisions prospectively. ASU 2015-17 eliminates the requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and requires organizations to classify all deferred tax assets and liabilities as noncurrent. 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. The results of operations for the three months ended March 31, 2016 and 2015 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 ( 95.7 %) interest in, and realizes a majority of the earnings and/or losses of, 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. Restricted Cash The balance characterized as restricted cash consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. The amounts include deposits held by the Company for transactions processed by its customers, as well as surcharge and interchange fees earned by the Company’s customers on transactions processed. These balances are classified as Restricted cash in the Current assets or Noncurrent assets line item on the Company’s Consolidated Balance Sheets based on when the Company expects this cash to be paid. The Company held $ 28.6 million and $ 31.6 million of Restricted cash in the Current assets line items in the accompanying Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, respectively . Inventory Inventory consists principally of ATMs, ATM spare parts, and ATM supplies and is stated at the lower of cost or market. Cost is determined using the average cost method. The following table is a breakdown of the Company’s primary inventory components: March 31, 2016 December 31, 2015 (In thousands) ATMs $ $ ATM parts and supplies Total Less: Inventory reserves Inventory, net $ $ 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, 2016 2015 (In thousands) Depreciation and accretion expenses related to ATMs and ATM-related assets $ $ Amortization of intangible assets Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit $ $ |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | (2) Acquisitions and Divestitures On July 1, 2015, the Company completed the divestiture of its retail cash-in-transit operation in the U.K. This business was primarily engaged in the collection of cash from retail locations and was originally acquired through the Sunwin Services Group (“Sunwin”) acquisition completed in November 2014. The Company recognized the divestiture proceeds at their estimated fair value of approximately $39 million in 2015. Of this amount, approximately $31 million was collected during the year ended December 31, 2015, and the remainder was collected during the three months ended March 31, 2016. The net pre-tax gain recognized on this transaction of $16.6 million was recognized entirely in 2015. During the three months ended March 31, 2016, there were no further adjustments to the estimated fair value of the consideration or the cumulative net pre-tax gain. On July 1, 2015, the Company completed the acquisition of CDS for a total purchase price of approximately $80.6 million. CDS is a leading independent transaction processor for ATM deployers and payment card issuers, providing leading-edge solutions to ATM sales and service organizations and financial institutions. The total purchase consideration for CDS was allocated to the assets acquired and liabilities assumed, including identifiable tangible and intangible assets, based on their respective fair values estimated at the date of acquisition. The estimated fair values of the intangible assets included the acquired customer relationships valued at $16.5 million, technology valued at $7.8 million, and other intangible assets valued at $1.7 million. Intangible values were estimated utilizing primarily a discounted cash flow approach, with the assistance of an independent appraisal firm. The fair values of the tangible assets acquired included property, plant, and equipment and were valued at $4.6 million and estimated utilizing the market and cost approaches. The purchase price allocation resulted in goodwill of $52.7 million. This goodwill has been assigned to the Company's North America reporting segment and is primarily attributable to expected synergies that will be realized by the North America segment. The Company completed the purchase accounting for CDS in January 2016 recognizing no additional adjustments to the preliminary opening balance sheet. All of the goodwill and intangible asset amounts are expected to be deductible for income tax purposes. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation | |
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, 2016 2015 (In thousands) Cost of ATM operating revenues $ $ Selling, general, and administrative expenses Total stock-based compensation expense $ $ The comparative decrease in stock-based compensation expense was largely due to the timing and amount of grants made during preceding periods and adjustments in the forfeitures in the 2015 period . 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, 2016, and changes during the three months ended March 31, 2016, are presented below: Number of Shares Weighted Average Grant Date Fair Value RSAs outstanding as of January 1, 2016 $ Vested $ RSAs outstanding as of March 31, 2016 $ As of March 31, 2016, the unrecognized compensation expense associated with all outstanding RSAs was $0.4 million, which will be recognized on a straight-line basis over a remaining weighted average vesting period of approximately 1 year. 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, 2016, and changes during the three months ended March 31, 2016, are presented below: Number of Shares Weighted Average Grant Date Fair Value Non-vested RSUs as of January 1, 2016 $ Granted $ Vested $ Forfeited $ Non-vested RSUs as of March 31, 2016 $ The above table only includes earned RSUs; therefore, the Performance-RSUs granted in 2016 but not yet earned are not included. The number of Performance-RSUs granted at target in 2016, net of forfeitures, was 189,815 units with a grant date fair value of $35.65 per unit. Time-RSUs are included as granted. As of March 31, 2016, the unrecognized compensation expense associated with earned RSUs was $18.4 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 2.3 years . Options. The number of the Company's outstanding stock options as of March 31, 2016, and changes during the three months ended March 31, 2016, are presented below: Number of Shares Weighted Average Exercise Price Options outstanding as of January 1, 2016 $ Exercised $ Options outstanding as of March 31, 2016 $ Options vested and exercisable as of March 31, 2016 $ As of March 31, 2016, the Company had no unrecognized compensation expense associated with outstanding options. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
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, 2016 and 2015 included all outstanding stock options, RSAs, and RSUs, which were included in the calculation of diluted earnings per share for these periods, if dilutive. The potentially dilutive effect of outstanding warrants and the underlying shares exercisable under the Company’s $287.5 million of 1.00% convertible senior notes due December 2020 (“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, 2016 and 2015 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, 2016 Three Months Ended March 31, 2015 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 $ $ Less: Undistributed earnings allocated to unvested restricted shares Net income available to common stockholders $ $ $ $ Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ $ Stock options added to the denominator under the treasury stock method RSUs added to the denominator under the treasury stock method Less: Undistributed earnings reallocated to restricted shares Net income available to common stockholders and assumed conversions $ $ $ $ The computation of diluted earnings per share excluded potentially dilutive common shares related to restricted stock issued by the Company under RSAs of 17,476 and 32,185 shares for the three months ended March 31, 2016 and 2015, respectively, because the effect of including these shares in the computation would have been anti-dilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss, Net | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [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, 2016: 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, 2016 $ (1) $ (2) $ Other comprehensive loss before reclassification (3) (4) Amounts reclassified from accumulated other comprehensive loss, net — (4) Net current period other comprehensive loss Total accumulated other comprehensive loss, net as of March 31, 2016 $ (1) $ (2) $ (1) Net of income tax benefit of $2,390 and $1,565 as of March 31, 2016 and January 1, 2016, respectively. (2) Net of deferred income tax benefit of $8,849 and $2,959 as of March 31, 2016 and January 1, 2016, respectively. (3) Net of deferred income tax benefit of $825 as of March 31, 2016. (4) Net of deferred income tax (benefit) expense of $(9,929) and $4,039 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 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 the Cost of ATM operating revenues line item on the accompanying Consolidated Statements of Operations. The Company has elected the portfolio approach for the deferred tax asset of the unrealized losses related to the interest rate swaps in the Accumulated other comprehensive loss, net line item on the accompanying Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuation allowance was appropriately released as a tax benefit into continuing operations in 2010, will reverse out of other comprehensive income and into continuing operations as a tax expense when the Company ceases to hold any interest rate swaps. As of March 31, 2016, the disproportionate tax effect is approximately $14.4 million. 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, 2016 | |
Intangible Assets | |
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, 2016, by segment: Goodwill North America (1) Europe (2) Total (In thousands) Balance as of January 1, 2016: Gross balance $ $ $ Accumulated impairment loss — $ $ $ Foreign currency translation adjustments Balance as of March 31, 2016: Gross balance $ $ $ Accumulated impairment loss — $ $ $ (1) The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico. (2) The Europe segment is comprised of the Company’s operations in the U.K., Germany, and Poland. Trade Name: indefinite-lived North America (1) Europe (2) Corporate & Other (3) Total (In thousands) Balance as of January 1, 2016: $ $ $ $ Reclassification to definite-lived trade name — — Foreign currency translation adjustments — — Balance as of March 31, 2016 $ $ $ — $ (1) The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico. (2) The Europe segment is comprised of the Company’s operations in the U.K., Germany, and Poland. (3) The Corporate & Other segment is comprised of the Company’s transaction processing activities and the Company’s corporate general and administrative functions. Intangible Assets with Definite Lives The following is a summary of the Company's intangible assets that were subject to amortization: March 31, 2016 December 31, 2015 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 $ $ $ $ $ $ Deferred financing costs Non-compete agreements Technology Trade name: definite-lived Total $ $ $ $ $ $ |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | (7) Accrued Liabilities The Company’s accrued liabilities consisted of the following: March 31, 2016 December 31, 2015 (In thousands) Accrued merchant settlement $ $ Accrued merchant fees Accrued taxes Accrued cash management fees Accrued maintenance Accrued compensation Accrued processing costs Accrued armored Accrued purchases Accrued interest Accrued interest on interest rate swaps Accrued telecommunications costs Other accrued expenses Total $ $ |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt | |
Long-Term Debt | (8) Long-Term Debt The carrying value of the Company’s long-term debt consisted of the following: March 31, 2016 December 31, 2015 (In thousands) Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.3% and 2.0% as of March 31, 2016 and December 31, 2015, respectively) $ $ 5.125% Senior notes due August 2022, net of capitalized debt issuance costs 1.00% Convertible senior notes due December 2020, net of unamortized discount and capitalized debt issuance costs Total long-term debt $ $ As indicated in Note 1. General and Basis of Presentation , the Company has adopted the new accounting guidance applicable to the classification of capitalized debt issuance costs and now presents these costs as a direct deduction from the carrying amount of the related debt liabilities. As a result the 5.125% senior notes due 2022 (the “2022 Notes”) with a face value of $250.0 million are presented net of capitalized debt issuance costs of $3.1 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively. The Convertible Notes with a face value of $287.5 million are presented net of unamortized discount and capitalized debt issuance costs of $54.2 million and $56.7 million as of March 31, 2016 and December 31, 2015, respectively. Revolving Credit Facility On May 26, 2015, the Company entered into a second amendment (the “Second Amendment”) to its 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. Under the Second Amendment, a new $75.0 million tranche (the “European Commitments”) was created under which Cardtronics Europe Limited (“Cardtronics Europe”), a subsidiary of the Company, can borrow directly from the existing lenders in different currencies. The Second Amendment provides for sub-limits under the European Commitments of $15.0 million for swingline loans and $15.0 million for letters of credit. In addition, the Second Amendment reduces the commitments of the lending parties to make loans to the Company (the “U.S. Commitments”) from $375.0 million to $300.0 million and reduced the alternative currency sub-limit to $75.0 million, from $125.0 million under the Credit Agreement. The letter of credit sub-limit and the swingline sub-limit under the U.S. Commitments remain at $30.0 million and $25.0 million, respectively, under the Second Amendment. The Credit Agreement expires in 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% and 1.25% and the margin for Adjusted LIBO Rate loans varies between 1.00% and 2.25% . Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above and swingline loans denominated in alternative currencies bear interest at the Overnight LIBO Rate (as defined in the Credit Agreement) plus the applicable margin for the Adjusted LIBO Rate. 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 66.0% 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. The European Commitments are also secured by the assets of the Company’s foreign subsidiaries, which do not guarantee the obligations of the Company’s domestic subsidiaries. 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 less 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 exists at the time of such payment 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, 2016, the Company was in compliance with all applicable covenants and ratios under the Credit Agreement. As of March 31, 2016, the Company’s outstanding balance on the revolving credit facility was $60.1 million, of which $59.0 million was outstanding under the U.S. Commitments and $1.1 million was outstanding under the European Commitments. The available borrowing capacity under the revolving credit facility totaled $314.9 million, of which $241.0 million is available to the U.S. and $73.9 million is available to Cardtronics Europe. $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 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. 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. The 2022 Notes include registration rights, and as required under the terms of the Notes, the Company completed an exchange offer for these Notes in June 2015 whereby participating holders received registered 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 the Convertible Notes at par value. 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 concurrent with the pricing of the Convertible Notes. 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: (i) any time on or after September 1, 2020, (ii) 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, (iii) 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, (iv) upon specified distributions to the Company’s shareholders upon recapitalizations, reclassifications or changes in stock, and (v) upon a make-whole fundamental change. A fundamental change is defined as any one of the following: (i) any person or group that acquires 50.0% 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, (ii) 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, (iii) the Company engages in any share exchange, consolidation or merger where the common stock is converted into cash, securities or other property, (iv) the Company engages in any sales, lease or other transfer of all or substantially all of the consolidated assets, or (v) the Company’s stock is not listed for trading on any U.S. national securities exchange. As of March 31, 2016, 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 in the Long-term debt line item on the Company’s Consolidated Balance Sheets at March 31, 2016. 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, 2016 2015 (In thousands) Cash interest per contractual coupon rate $ $ Amortization of note discount Amortization of deferred financing costs Total interest expense related to Convertible Notes $ $ The carrying value of the Convertible Notes consisted of the following: March 31, 2016 December 31, 2015 (In thousands) Principal balance $ $ Unamortized discount and capitalized debt issuance costs Net carrying amount of Convertible Notes $ $ In connection with the issuance of the Convertible Notes, the Company entered into separate convertible note hedge and warrant transactions 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, in the accompanying Consolidated Balance Sheets. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligations | |
Asset Retirement Obligations | (9) Asset Retirement Obligations Asset retirement obligations consist primarily of costs to deinstall the Company's ATMs and 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 similar ATM type, the Company has recognized the estimated 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 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 presents a summary of the changes in the Company’s asset retirement obligation liability for the three months ended March 31, 2016 (in thousands): Balance as of January 1, 2016 $ Additional obligations Accretion expense Payments Foreign currency translation adjustments Balance as of March 31, 2016 Less: current portion Balance as of March 31, 2016, excluding current portion $ 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, 2016 | |
Other Liabilities | |
Other Liabilities | (10) Other Liabilities The following is a summary of the components of the Company’s other liabilities: March 31, 2016 December 31, 2015 (In thousands) Current Portion of Other Long-Term Liabilities: Interest rate swaps $ $ Obligations associated with acquired unfavorable contracts Deferred revenue Asset retirement obligations Other Total $ $ Other Long-Term Liabilities: Interest rate swaps $ $ Obligations associated with acquired unfavorable contracts Deferred revenue Other Total $ $ |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Financial Instruments | |
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. and the U.K. The Company does not 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. and U.K. 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 Accumulated other comprehensive 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. 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 three months ended March 31, 2016, the Company entered into new forward-starting interest rate swap agreements with an aggregate notional amount of £550.0 million. These swap agreements begin on January 1, 2017, with £250.0 million terminating December 31, 2019 and £300.0 million terminating December 31, 2020. 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 Notional Amounts Weighted Average Fixed Rate U.S. U.S. U.K. U.K. Term (In millions) (In millions) $ % £ — — % April 1, 2016 – December 31, 2016 $ % £ % January 1, 2017 – December 31, 2017 $ % £ % January 1, 2018 – December 31, 2018 $ % £ % January 1, 2019 – December 31, 2019 $ % £ — — % 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: (i) whether these instruments have been designated (and qualify) as part of a hedging relationship and (ii) 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 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 interest rate swaps net of estimated tax benefits in the Accumulated other comprehensive loss, net line item 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 accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. Balance Sheet Data March 31, 2016 December 31, 2015 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 $ Current portion of other long-term liabilities $ Interest rate swap contracts Other long-term liabilities Other long-term liabilities Total Derivatives $ $ 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 (Effective Portion) Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) 2016 2015 2016 2015 (In thousands) (In thousands) Interest rate swap contracts $ $ Cost of ATM operating revenues $ $ 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 (income) expense line item of the accompanying Consolidated Statements of Operations. As of March 31, 2016, the Company expects to reclassify $24.0 million of net derivative-related losses contained within 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, 2016 | |
Fair Value Measurements | |
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, 2016 and December 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, 2016 Total Level 1 Level 2 Level 3 (In thousands) Liabilities Liabilities associated with interest rate swaps $ $ — $ $ — Fair Value Measurements at December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Liabilities Liabilities associated with interest rate swaps $ $ — $ $ — Interest rate swaps. The fair value of the Company's interest rate swaps liability was $61.8 million as of March 31, 2016. 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. 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. Cash and cash equivalents, accounts and notes receivable, net of the allowance for doubtful accounts, prepaid expenses, deferred costs, and other current assets, accounts payable, accrued liabilities, 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, 2016, the fair value of the Company's 2022 Notes and the Convertible Notes (see Note 8. Long-Term Debt ) totaled $249.1 million and $278.8 million, respectively, based on the quoted prices in markets that are not active (Level 2 input) for these notes as of that 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 using Level 3 inputs, and are only reevaluated periodically based on estimated current fair value. Amounts added to the asset retirement obligation liability during the three months ended March 31, 2016 and 2015 totaled $1.0 million and $2.0 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies | |
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 $55.0 million accrued for these liabilities as of March 31, 2016. For additional information, see Note 9. Asset Retirement Obligations . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
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, 2016 2015 (In thousands, excluding percentages) Income tax expense $ $ Effective tax rate % % The decrease in the effective tax rate during the three months ended March 31, 2016 compared to the same period in 2015 is 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, 2016, and the weight of all available evidence, the Company concluded that maintaining the deferred tax asset valuation allowance for certain entities was appropriate, as the Company currently believes 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., 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 tax benefits associated with the Company’s net unrealized gains and losses on derivative instruments and foreign currency translation adjustments have been reflected within the Accumulated other comprehensive loss, net line item in the accompanying Consolidated Balance Sheets. As indicated in Note 1. General and Basis of Presentation , the Company adopted the new accounting guidance applicable to the balance sheet classification of deferred taxes, eliminating the requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. The adoption of this standard resulted in a decrease of $16.3 million in the Current deferred tax assets line item on the accompanying Consolidated Balance Sheets, an increase of $1.4 million in Noncurrent deferred tax assets line item on the accompanying Consolidated Balance Sheets, and a decrease of $14.9 million in Noncurrent deferred tax liabilities line item on the accompanying Consolidated Balance Sheets. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Segment Information | (15) Segment Information As of March 31, 2016, the Company's operations consisted of its North America, Europe, and Corporate & Other segments. The Company's operations in the U.S., Canada, Mexico, and Puerto Rico are included in its North America segment. The Company’s operations in the U.K., Germany, and Poland are included in its Europe segment. The Company’s transaction processing operations, which service its North American and European operations along with external customers, are included with the Company’s corporate general and administrative functions as the Corporate & Other segment. In 2016, the Company reorganized and created the Corporate & Other segment to aggregate and isolate transaction processing from the regional ATM operations and present the corporate general and administrative functions separate from the North America segment. While both regional reporting segments provide similar kiosk-based and/or ATM-related services, each of the regional segments is managed separately and requires different marketing and business strategies. Similarly, the transaction processing and corporate general and administrative functions are also managed separately. Segment information presented for prior periods has been revised to reflect this change in segments. 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 and divestiture-related expenses and the Company's obligations for the payment of income taxes, amortization expense, loss on disposal of assets, interest expense, certain other non-operating and nonrecurring items or other obligations such as capital expenditures. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. 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 and available to common stockholders: Three Months Ended March 31, 2016 2015 (In thousands) Adjusted EBITA $ $ Add back: Depreciation and accretion expense (1) Adjusted EBITDA $ $ Less: Loss (gain) on disposal of assets Other (income) expense Noncontrolling interests (2) Stock-based compensation expense (3) Acquisition and divestiture-related expenses (4) Redomicile-related expense (5) — EBITDA $ $ Less: Interest expense, net, including amortization of deferred financing costs and note discount Income tax expense Depreciation and accretion expense Amortization of intangible assets Net income attributable to controlling interests and available to common stockholders $ $ (1) Amounts exclude a portion of the expenses incurred by the Company’s Mexico subsidiary to account for the amounts allocable to the noncontrolling interest stockholders. In December 2015, the Company increased its ownership interest in its Mexico subsidiary. (2) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company's ownership interest in the Adjusted EBITDA of its Mexico subsidiary. In December 2015, the Company increased its ownership interest in its Mexico subsidiary from 51.0% to 95.7% . (3) For the three months ended March 31, 2015, amounts exclude a portion of the expenses incurred by the Company’s Mexico subsidiary to account for the amounts allocable to the noncontrolling interest stockholders. (4) Acquisition and divestiture-related expenses include nonrecurring costs incurred for professional and legal fees and certain transition and integration-related costs, including employee-related severance costs. (5) For the three months ended March 31, 2016, the Company incurred $6.0 million in expenses associated with its plan to redomicile to the U.K. The following tables reflect certain financial information for each of the Company's reporting segments for the three months ended March 31, 2016 and 2015 . Three Months Ended March 31, 2016 North America Europe Corporate & Other Eliminations Total (In thousands) Revenue from external customers $ $ $ $ — $ Intersegment revenues — — Cost of revenues Selling, general, and administrative expenses — Redomicile-related expense — — Acquisition and divestiture-related expenses — Loss on disposal of assets — — Adjusted EBITDA — Depreciation and accretion expense — Adjusted EBITA — Capital expenditures (1) $ $ $ $ — $ Three Months Ended March 31, 2015 North America Europe Corporate & Other Eliminations Total (In thousands) Revenue from external customers $ $ $ — $ — $ Intersegment revenues — — Cost of revenues Selling, general, and administrative expenses — Acquisition and divestiture-related expenses — Loss (gain) on disposal of assets — Adjusted EBITDA — Depreciation and accretion expense — — Adjusted EBITA — Capital expenditures (1) $ $ $ — $ — $ (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: March 31, 2016 December 31, 2015 (In thousands) North America $ $ Europe Corporate & Other Total $ $ |
Supplemental Guarantor Financia
Supplemental Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Guarantor Financial Information | |
Condensed Financial Statements [Text Block] | (16) Supplemental Guarantor Financial Information The 2022 Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by certain wholly owned domestic subsidiaries. The guarantees of the 2022 Notes by any Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the Guarantor; (ii) the disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under the Indenture as a restricted subsidiary of the Company; (iii) the designation of the Guarantor as unrestricted in accordance with the Indenture; (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the Indenture; (v) the liquidation or dissolution of the Guarantor; or (vi) provided the Guarantor is not wholly owned by the Company, its ceasing to guarantee other debt of the Company or another Guarantor. A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company (other than the Company or another Guarantor), unless no default under the Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2022 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the Indenture. The following information sets forth the Condensed Consolidating Statements of Comprehensive Income and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2016 and 2015 and the Condensed Consolidating Balance Sheets as of March 31, 2016 and December 31, 2015 of: (i) Cardtronics, Inc., the parent company and issuer of the 2022 Notes (“Parent”), (ii) the Guarantors, and (iii) the Non-Guarantors: Condensed Consolidating Statements of Comprehensive Income Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ $ $ $ Operating costs and expenses (Loss) income from operations — Interest expense, net, including amortization of deferred financing costs and note discount — Equity in (earnings) losses of subsidiaries — — Other (income) expense — Income before income taxes Income tax (benefit) expense — Net income Net loss attributable to noncontrolling interests — — — Net income attributable to controlling interests and available to common stockholders Other comprehensive (loss) income attributable to controlling interests Comprehensive income (loss) attributable to controlling interests $ $ $ $ $ Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ $ $ $ Operating costs and expenses (Loss) income from operations — Interest expense, net, including amortization of deferred financing costs and note discount — Equity in (earnings) losses of subsidiaries — — Other (income) expense — Income before income taxes Income tax expense (benefit) — Net income Net loss attributable to noncontrolling interests — — — Net income attributable to controlling interests and available to common stockholders Other comprehensive income (loss) attributable to controlling interests Comprehensive income (loss) attributable to controlling interests $ $ $ $ $ Condensed Consolidating Balance Sheets As of March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ $ $ $ — $ Accounts and notes receivable, net — — Other current assets — Total current assets — Property and equipment, net — — Intangible assets, net — Goodwill — — Investments in and advances to subsidiaries — — Intercompany receivable — — Deferred tax asset, net — — Prepaid expenses, deferred costs, and other noncurrent assets — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current portion of other long-term liabilities — — Accounts payable and accrued liabilities — Total current liabilities — Long-term debt — — Intercompany payable — — Asset retirement obligations — — Deferred tax liability, net — — Other long-term liabilities — Total liabilities Stockholders' equity Total liabilities and stockholders' equity $ $ $ $ $ As of December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ $ $ $ — $ Accounts and notes receivable, net — — Current portion of deferred tax asset, net — — Other current assets — Total current assets — Property and equipment, net — Intangible assets, net — Goodwill — — Investments in and advances to subsidiaries — — Intercompany receivable — Deferred tax asset, net — — — Prepaid expenses, deferred costs, and other noncurrent assets — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current portion of other long-term liabilities — — Accounts payable and accrued liabilities — Total current liabilities — Long-term debt — — Intercompany payable — Asset retirement obligations — — Deferred tax liability, net — — Other long-term liabilities — Total liabilities Stockholders' equity Total liabilities and stockholders' equity $ $ $ $ $ Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ $ $ $ — $ Additions to property and equipment — — Acquisitions, net of cash acquired — — — Proceeds from sale of assets and businesses — — — Net cash used in investing activities — — Proceeds from borrowings under revolving credit facility — — Repayments of borrowings under revolving credit facility — — Proceeds from exercises of stock options — — — Additional tax expense related to stock-based compensation — — — Repurchase of capital stock — — — Net cash used in financing activities — — Effect of exchange rate changes on cash — — — Net (decrease) increase in cash and cash equivalents — Cash and cash equivalents as of beginning of period — Cash and cash equivalents as of end of period $ $ $ $ — $ Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ $ $ $ $ Additions to property and equipment — Acquisitions, net of cash acquired — — — Proceeds from sale of assets and businesses — — — Net cash used in investing activities — Proceeds from borrowings under revolving credit facility — — — Repayments of borrowings under revolving credit facility — — Proceeds from exercises of stock options — — — Additional tax benefit related to stock-based compensation — — — Repurchase of capital stock — — — Net cash used in financing activities — — Effect of exchange rate changes on cash — — — Net increase (decrease) in cash and cash equivalents — Cash and cash equivalents as of beginning of period — — Cash and cash equivalents as of end of period $ $ $ $ — $ |
Concentration Risk
Concentration Risk | 3 Months Ended |
Mar. 31, 2016 | |
Concentration Risk | |
Concentration Risk | (17) Concentration Risk Significant Customers. 7-Eleven, Inc. (“7-Eleven”) in the U.S. represents the largest merchant customer in the Company’s portfolio, and comprised approximately 18% and 17.5% of the Company’s pro forma total revenues for the years ended December 31, 2015 and 2014, respectively. In July 2015, the Company received notification from 7-Eleven that they do not intend on renewing the ATM placement agreement with the Company upon expiration. The existing agreement between the Company and 7-Eleven remains in effect until mid-2017, and calls for a transition period that, at 7-Eleven’s request, could extend the Company’s contract in part for up to six months. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | (18) 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 (“ASC”) 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 was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, using one of two retrospective application methods. However, in July 2015, the FASB approved the deferral of the effective date of ASU 2015-09 to interim and annual periods beginning after December 15, 2017. Early application is not permitted. In May 2015, the FASB issued proposed amendments to clarify and simplify accounting for licenses of intellectual property and the identification of performance obligations. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) (“ASU 2016-08”): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarify the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. ASU 2016-02 requires that a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those periods using a modified retrospective approach and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements. Also in March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which amends ASC Topic 718, Compensation - Stock Compensation . ASU 2016-09 is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory ” (“ASU 2015-11”). ASU 2015-11 applies to inventory that is measured using either the first-in, first-out or average cost methods and requires entities to measure their inventory at the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods therein. The Company does not expect ASU 2015-11 to have a material effect on the Company’s results of operations. See Note 1. General and Basis of Presentation for a discussion of the ASUs adopted this period. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (19) Subsequent Event On April 27, 2016 the Company announced a plan to redomicile to the U.K., subject to stockholder approval. If approved by the stockholders, the Company currently anticipates that the change of jurisdiction of incorporation for its parent company will become effective early in the third quarter of 2016. Additional details of the Company’s plan to redomicile to the U.K., including the associated benefits and risks, can be found in other documents that have been, or will be filed, with the SEC. |
General and Basis of Presenta27
General and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
General and Basis of Presentation | |
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, 2015 (as amended, the “2015 Form 10-K”), which includes a summary of the Company's significant accounting policies and other disclosures. The financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 are unaudited. The Consolidated Balance Sheet as of December 31, 2015 was derived from the audited balance sheet filed in the 2015 Form 10-K with certain retroactive adjustments. We have adopted the provisions of ASU No. 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) and ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”). These updates require 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 and clarify the treatment of debt issuance costs related to a line-of-credit arrangement. As retrospective application is required by these standards updates, December 31, 2015 has been adjusted with no material impact. In addition, we have adopted early ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), applying its provisions prospectively. ASU 2015-17 eliminates the requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and requires organizations to classify all deferred tax assets and liabilities as noncurrent. 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. The results of operations for the three months ended March 31, 2016 and 2015 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 ( 95.7 %) interest in, and realizes a majority of the earnings and/or losses of, 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. |
Restricted Cash | Restricted Cash The balance characterized as restricted cash consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. The amounts include deposits held by the Company for transactions processed by its customers, as well as surcharge and interchange fees earned by the Company’s customers on transactions processed. These balances are classified as Restricted cash in the Current assets or Noncurrent assets line item on the Company’s Consolidated Balance Sheets based on when the Company expects this cash to be paid. The Company held $ 28.6 million and $ 31.6 million of Restricted cash in the Current assets line items in the accompanying Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, respectively . |
Inventory | Inventory Inventory consists principally of ATMs, ATM spare parts, and ATM supplies and is stated at the lower of cost or market. Cost is determined using the average cost method. The following table is a breakdown of the Company’s primary inventory components: March 31, 2016 December 31, 2015 (In thousands) ATMs $ $ ATM parts and supplies Total Less: Inventory reserves Inventory, net $ $ |
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, 2016 2015 (In thousands) Depreciation and accretion expenses related to ATMs and ATM-related assets $ $ Amortization of intangible assets Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit $ $ |
General and Basis of Presenta28
General and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
General and Basis of Presentation | |
Summary Of Primary Inventory Components | March 31, 2016 December 31, 2015 (In thousands) ATMs $ $ ATM parts and supplies Total Less: Inventory reserves Inventory, net $ $ |
Schedule Of Depreciation Accretion And Amortization Amounts Excluded From Operating Revenues And Gross Profit | Three Months Ended March 31, 2016 2015 (In thousands) Depreciation and accretion expenses related to ATMs and ATM-related assets $ $ Amortization of intangible assets Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues and Gross profit $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation, Expense | Three Months Ended March 31, 2016 2015 (In thousands) Cost of ATM operating revenues $ $ Selling, general, and administrative expenses Total stock-based compensation expense $ $ |
Stock-Based Compensation, Restricted Share Awards | Number of Shares Weighted Average Grant Date Fair Value RSAs outstanding as of January 1, 2016 $ Vested $ RSAs outstanding as of March 31, 2016 $ |
Stock-Based Compensation, Restricted Share Units | Number of Shares Weighted Average Grant Date Fair Value Non-vested RSUs as of January 1, 2016 $ Granted $ Vested $ Forfeited $ Non-vested RSUs as of March 31, 2016 $ |
Stock-Based Compensation, Stock Options | Number of Shares Weighted Average Exercise Price Options outstanding as of January 1, 2016 $ Exercised $ Options outstanding as of March 31, 2016 $ Options vested and exercisable as of March 31, 2016 $ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Schedule Of Earnings Per Share, Basic And Diluted | Earnings per Share (in thousands, excluding share and per share amounts): Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 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 $ $ Less: Undistributed earnings allocated to unvested restricted shares Net income available to common stockholders $ $ $ $ Diluted: Effect of dilutive securities: Add: Undistributed earnings allocated to restricted shares $ $ Stock options added to the denominator under the treasury stock method RSUs added to the denominator under the treasury stock method Less: Undistributed earnings reallocated to restricted shares Net income available to common stockholders and assumed conversions $ $ $ $ |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [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, 2016 $ (1) $ (2) $ Other comprehensive loss before reclassification (3) (4) Amounts reclassified from accumulated other comprehensive loss, net — (4) Net current period other comprehensive loss Total accumulated other comprehensive loss, net as of March 31, 2016 $ (1) $ (2) $ (1) Net of income tax benefit of $2,390 and $1,565 as of March 31, 2016 and January 1, 2016, respectively. (2) Net of deferred income tax benefit of $8,849 and $2,959 as of March 31, 2016 and January 1, 2016, respectively. (3) Net of deferred income tax benefit of $825 as of March 31, 2016. (4) Net of deferred income tax (benefit) expense of $(9,929) and $4,039 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, 2016 | |
Intangible Assets | |
Schedule of Goodwill | Goodwill North America (1) Europe (2) Total (In thousands) Balance as of January 1, 2016: Gross balance $ $ $ Accumulated impairment loss — $ $ $ Foreign currency translation adjustments Balance as of March 31, 2016: Gross balance $ $ $ Accumulated impairment loss — $ $ $ (1) The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico. (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 (1) Europe (2) Corporate & Other (3) Total (In thousands) Balance as of January 1, 2016: $ $ $ $ Reclassification to definite-lived trade name — — Foreign currency translation adjustments — — Balance as of March 31, 2016 $ $ $ — $ (1) The North America segment is comprised of the Company’s operations in the U.S., Canada, Mexico, and Puerto Rico. (2) The Europe segment is comprised of the Company’s operations in the U.K., Germany, and Poland. (3) The Corporate & Other segment is comprised of the Company’s transaction processing activities and the Company’s corporate general and administrative functions. |
Summary Of Intangible Assets Subject To Amortization | March 31, 2016 December 31, 2015 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 $ $ $ $ $ $ Deferred financing costs Non-compete agreements Technology Trade name: definite-lived Total $ $ $ $ $ $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities | |
Accrued Liabilities | March 31, 2016 December 31, 2015 (In thousands) Accrued merchant settlement $ $ Accrued merchant fees Accrued taxes Accrued cash management fees Accrued maintenance Accrued compensation Accrued processing costs Accrued armored Accrued purchases Accrued interest Accrued interest on interest rate swaps Accrued telecommunications costs Other accrued expenses Total $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt | |
Schedule Of Long-Term Debt | March 31, 2016 December 31, 2015 (In thousands) Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.3% and 2.0% as of March 31, 2016 and December 31, 2015, respectively) $ $ 5.125% Senior notes due August 2022, net of capitalized debt issuance costs 1.00% Convertible senior notes due December 2020, net of unamortized discount and capitalized debt issuance costs Total long-term debt $ $ |
Schedule of Interest Expense Related to Convertible Notes | Three Months Ended March 31, 2016 2015 (In thousands) Cash interest per contractual coupon rate $ $ Amortization of note discount Amortization of deferred financing costs Total interest expense related to Convertible Notes $ $ |
Schedule of Convertible Debt | March 31, 2016 December 31, 2015 (In thousands) Principal balance $ $ Unamortized discount and capitalized debt issuance costs Net carrying amount of Convertible Notes $ $ |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Asset Retirement Obligations | |
Changes In Asset Retirement Obligation Liability | The following table presents a summary of the changes in the Company’s asset retirement obligation liability for the three months ended March 31, 2016 (in thousands): Balance as of January 1, 2016 $ Additional obligations Accretion expense Payments Foreign currency translation adjustments Balance as of March 31, 2016 Less: current portion Balance as of March 31, 2016, excluding current portion $ |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities | |
Components of Other Liabilities | March 31, 2016 December 31, 2015 (In thousands) Current Portion of Other Long-Term Liabilities: Interest rate swaps $ $ Obligations associated with acquired unfavorable contracts Deferred revenue Asset retirement obligations Other Total $ $ Other Long-Term Liabilities: Interest rate swaps $ $ Obligations associated with acquired unfavorable contracts Deferred revenue Other Total $ $ |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Financial Instruments | |
Notional Amounts, Weighted-Average Fixed Rates, And Terms Associated With The Company's Interest Rate Swaps | Notional Amounts Weighted Average Fixed Rate Notional Amounts Weighted Average Fixed Rate U.S. U.S. U.K. U.K. Term (In millions) (In millions) $ % £ — — % April 1, 2016 – December 31, 2016 $ % £ % January 1, 2017 – December 31, 2017 $ % £ % January 1, 2018 – December 31, 2018 $ % £ % January 1, 2019 – December 31, 2019 $ % £ — — % January 1, 2020 – December 31, 2020 |
Schedule Of Derivatives, Location In Consolidated Balance Sheets | March 31, 2016 December 31, 2015 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 $ Current portion of other long-term liabilities $ Interest rate swap contracts Other long-term liabilities Other long-term liabilities Total Derivatives $ $ |
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 (Effective Portion) Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) 2016 2015 2016 2015 (In thousands) (In thousands) Interest rate swap contracts $ $ Cost of ATM operating revenues $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements | |
Fair Value Measurement Of Assets And Liabilities On A Recurring Basis | Fair Value Measurements at March 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Liabilities Liabilities associated with interest rate swaps $ $ — $ $ — Fair Value Measurements at December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Liabilities Liabilities associated with interest rate swaps $ $ — $ $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
Components Of Income Tax Expense | Three Months Ended March 31, 2016 2015 (In thousands, excluding percentages) Income tax expense $ $ Effective tax rate % % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Reconciliation Of Adjusted Earnings Before Interest, Taxes, Depreciation And Amortization To Net Income Attributable To Controlling Interests | Three Months Ended March 31, 2016 2015 (In thousands) Adjusted EBITA $ $ Add back: Depreciation and accretion expense (1) Adjusted EBITDA $ $ Less: Loss (gain) on disposal of assets Other (income) expense Noncontrolling interests (2) Stock-based compensation expense (3) Acquisition and divestiture-related expenses (4) Redomicile-related expense (5) — EBITDA $ $ Less: Interest expense, net, including amortization of deferred financing costs and note discount Income tax expense Depreciation and accretion expense Amortization of intangible assets Net income attributable to controlling interests and available to common stockholders $ $ (1) Amounts exclude a portion of the expenses incurred by the Company’s Mexico subsidiary to account for the amounts allocable to the noncontrolling interest stockholders. In December 2015, the Company increased its ownership interest in its Mexico subsidiary. (2) Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company's ownership interest in the Adjusted EBITDA of its Mexico subsidiary. In December 2015, the Company increased its ownership interest in its Mexico subsidiary from 51.0% to 95.7% . (3) For the three months ended March 31, 2015, amounts exclude a portion of the expenses incurred by the Company’s Mexico subsidiary to account for the amounts allocable to the noncontrolling interest stockholders. (4) Acquisition and divestiture-related expenses include nonrecurring costs incurred for professional and legal fees and certain transition and integration-related costs, including employee-related severance costs. (5) For the three months ended March 31, 2016, the Company incurred $6.0 million in expenses associated with its plan to redomicile to the U.K. |
Financial Information For Each Of The Company's Reporting Segments | Three Months Ended March 31, 2016 North America Europe Corporate & Other Eliminations Total (In thousands) Revenue from external customers $ $ $ $ — $ Intersegment revenues — — Cost of revenues Selling, general, and administrative expenses — Redomicile-related expense — — Acquisition and divestiture-related expenses — Loss on disposal of assets — — Adjusted EBITDA — Depreciation and accretion expense — Adjusted EBITA — Capital expenditures (1) $ $ $ $ — $ Three Months Ended March 31, 2015 North America Europe Corporate & Other Eliminations Total (In thousands) Revenue from external customers $ $ $ — $ — $ Intersegment revenues — — Cost of revenues Selling, general, and administrative expenses — Acquisition and divestiture-related expenses — Loss (gain) on disposal of assets — Adjusted EBITDA — Depreciation and accretion expense — — Adjusted EBITA — Capital expenditures (1) $ $ $ — $ — $ (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 | March 31, 2016 December 31, 2015 (In thousands) North America $ $ Europe Corporate & Other Total $ $ |
Supplemental Guarantor Financ41
Supplemental Guarantor Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Guarantor Financial Information | |
Condensed Consolidating Statement of Comprehensive Income | Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ $ $ $ Operating costs and expenses (Loss) income from operations — Interest expense, net, including amortization of deferred financing costs and note discount — Equity in (earnings) losses of subsidiaries — — Other (income) expense — Income before income taxes Income tax (benefit) expense — Net income Net loss attributable to noncontrolling interests — — — Net income attributable to controlling interests and available to common stockholders Other comprehensive (loss) income attributable to controlling interests Comprehensive income (loss) attributable to controlling interests $ $ $ $ $ Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ $ $ $ Operating costs and expenses (Loss) income from operations — Interest expense, net, including amortization of deferred financing costs and note discount — Equity in (earnings) losses of subsidiaries — — Other (income) expense — Income before income taxes Income tax expense (benefit) — Net income Net loss attributable to noncontrolling interests — — — Net income attributable to controlling interests and available to common stockholders Other comprehensive income (loss) attributable to controlling interests Comprehensive income (loss) attributable to controlling interests $ $ $ $ $ |
Condensed Consolidating Balance Sheets | As of March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ $ $ $ — $ Accounts and notes receivable, net — — Other current assets — Total current assets — Property and equipment, net — — Intangible assets, net — Goodwill — — Investments in and advances to subsidiaries — — Intercompany receivable — — Deferred tax asset, net — — Prepaid expenses, deferred costs, and other noncurrent assets — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current portion of other long-term liabilities — — Accounts payable and accrued liabilities — Total current liabilities — Long-term debt — — Intercompany payable — — Asset retirement obligations — — Deferred tax liability, net — — Other long-term liabilities — Total liabilities Stockholders' equity Total liabilities and stockholders' equity $ $ $ $ $ As of December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ $ $ $ — $ Accounts and notes receivable, net — — Current portion of deferred tax asset, net — — Other current assets — Total current assets — Property and equipment, net — Intangible assets, net — Goodwill — — Investments in and advances to subsidiaries — — Intercompany receivable — Deferred tax asset, net — — — Prepaid expenses, deferred costs, and other noncurrent assets — Total assets $ $ $ $ $ Liabilities and Stockholders' Equity Current portion of other long-term liabilities — — Accounts payable and accrued liabilities — Total current liabilities — Long-term debt — — Intercompany payable — Asset retirement obligations — — Deferred tax liability, net — — Other long-term liabilities — Total liabilities Stockholders' equity Total liabilities and stockholders' equity $ $ $ $ $ |
Condensed Consolidating Statement of Cash Flows | Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ $ $ $ — $ Additions to property and equipment — — Acquisitions, net of cash acquired — — — Proceeds from sale of assets and businesses — — — Net cash used in investing activities — — Proceeds from borrowings under revolving credit facility — — Repayments of borrowings under revolving credit facility — — Proceeds from exercises of stock options — — — Additional tax expense related to stock-based compensation — — — Repurchase of capital stock — — — Net cash used in financing activities — — Effect of exchange rate changes on cash — — — Net (decrease) increase in cash and cash equivalents — Cash and cash equivalents as of beginning of period — Cash and cash equivalents as of end of period $ $ $ $ — $ Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ $ $ $ $ Additions to property and equipment — Acquisitions, net of cash acquired — — — Proceeds from sale of assets and businesses — — — Net cash used in investing activities — Proceeds from borrowings under revolving credit facility — — — Repayments of borrowings under revolving credit facility — — Proceeds from exercises of stock options — — — Additional tax benefit related to stock-based compensation — — — Repurchase of capital stock — — — Net cash used in financing activities — — Effect of exchange rate changes on cash — — — Net increase (decrease) in cash and cash equivalents — Cash and cash equivalents as of beginning of period — — Cash and cash equivalents as of end of period $ $ $ $ — $ |
General and Basis of Presenta42
General and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016USD ($)stateitem | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2015 | |
Basis of Presentation | ||||
Number of devices operated by entity | 195,000 | |||
Number of U.S. states devices located | state | 50 | |||
Number of devices under contract with financial institutions | 22,000 | |||
Number of financial institutions | 500 | |||
Number of ATMs participating in Allpoint network | 55,000 | |||
Number of financial institutions without ATM network | 1,300 | |||
Restricted cash | $ | $ 28,591 | $ 31,565 | ||
Inventory, Net [Abstract] | ||||
Inventory, Gross | $ | 10,166 | 10,968 | ||
Less: Inventory reserves | $ | (514) | (293) | ||
Inventory, net, Total | $ | 9,652 | 10,675 | ||
Depreciation and accretion expenses related to ATMs and ATM-related assets | $ | 18,123 | $ 15,382 | ||
Amortization of intangible assets | $ | 9,263 | 9,497 | ||
Total depreciation, accretion, and amortization of intangible assets expenses excluded from Cost of ATM operating revenues and Gross profit | $ | 27,386 | $ 24,879 | ||
ATMs [Member] | ||||
Inventory, Net [Abstract] | ||||
Inventory, Gross | $ | 1,863 | 2,568 | ||
ATM Parts And Supplies [Member] | ||||
Inventory, Net [Abstract] | ||||
Inventory, Gross | $ | $ 8,303 | $ 8,400 | ||
U.S. | ||||
Basis of Presentation | ||||
Number of devices operated by entity | 173,000 | |||
U.K. | ||||
Basis of Presentation | ||||
Number of devices operated by entity | 16,000 | |||
Germany and Poland [Member] | ||||
Basis of Presentation | ||||
Number of devices operated by entity | 1,100 | |||
Canada | ||||
Basis of Presentation | ||||
Number of devices operated by entity | 3,500 | |||
Mexico | ||||
Basis of Presentation | ||||
Number of devices operated by entity | 1,400 | |||
Majority owned interest percentage | 95.70% | 51.00% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Divestitures (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - Retail Cash In Transit Operation [Member] - Europe $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Proceeds from divestiture | $ 39 |
Proceeds received | 31 |
Gain Loss on Disposal of Assets [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on divestiture | $ 16.6 |
Acquisitions and Divestitures44
Acquisitions and Divestitures - Acquisitions (Details) $ in Thousands | Jul. 01, 2015USD ($) | Mar. 31, 2016USD ($)item | Dec. 31, 2015USD ($) |
Business Acquisitions [Line Items] | |||
Number of automated teller machines | item | 195,000 | ||
Assets acquired and liabilities assumed | |||
Goodwill | $ 546,392 | $ 548,936 | |
North America Segment [Member] | |||
Assets acquired and liabilities assumed | |||
Goodwill | $ 452,412 | $ 452,270 | |
U.K. | |||
Business Acquisitions [Line Items] | |||
Number of automated teller machines | item | 16,000 | ||
CDS | North America Segment [Member] | |||
Business Acquisitions [Line Items] | |||
Total consideration | $ 80,600 | ||
Assets acquired and liabilities assumed | |||
Property and equipment | 4,600 | ||
Goodwill | 52,700 | ||
CDS | Customer Relationships [Member] | North America Segment [Member] | |||
Assets acquired and liabilities assumed | |||
Intangible assets | 16,500 | ||
CDS | Technology-Based Intangible Assets [Member] | North America Segment [Member] | |||
Assets acquired and liabilities assumed | |||
Intangible assets | 7,800 | ||
CDS | Other Intangible Assets [Member] | North America Segment [Member] | |||
Assets acquired and liabilities assumed | |||
Intangible assets | $ 1,700 |
Stock-Based Compensation - Inco
Stock-Based Compensation - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | $ 3,168 | $ 4,201 |
Cost Of ATM Operating Revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | 117 | 334 |
Selling, General and Administrative Expenses [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based Compensation | $ 3,051 | $ 3,867 |
Stock-Based Compensation - RSA,
Stock-Based Compensation - RSA, RSU (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Weighted Average Grant Date Fair Value | |
Expense recognition period | 4 years |
Restricted Stock Awards | |
Number of Shares | |
Number of Shares, Restricted Stock outstanding, Beginning Balance | shares | 47,235 |
Number of Shares, Vested | shares | (22,750) |
Number of Shares, Restricted Stock outstanding, Ending Balance | shares | 24,485 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 27.36 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 26.30 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 28.35 |
Stock incentive plan, vesting period | 1 year |
Unrecognized compensation expense | $ | $ 0.4 |
Earned Restricted Stock Units [Member] | |
Number of Shares | |
Number of Shares, Restricted Stock outstanding, Beginning Balance | shares | 891,439 |
Number of Shares, Granted | shares | 466,528 |
Number of Shares, Vested | shares | (382,964) |
Number of Shares, Forfeited | shares | (13,179) |
Number of Shares, Restricted Stock outstanding, Ending Balance | shares | 961,824 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 37.85 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 37.13 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 34.97 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 36.27 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 38.67 |
Unrecognized compensation expense | $ | $ 18.4 |
Weighted-average period for recognition of compensation cost | 2 years 3 months 18 days |
Unearned Restricted Stock Units [Member] | |
Number of Shares | |
Number of Shares, Granted | shares | 189,815 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 35.65 |
Vesting Two Years From January 31 of Grant Year | Restricted Stock Units | |
Weighted Average Grant Date Fair Value | |
Stock incentive plan, vesting period | 24 months |
Vesting percentage | 50.00% |
Vesting Three Years From January 31 of Grant Year | Restricted Stock Units | |
Weighted Average Grant Date Fair Value | |
Stock incentive plan, vesting period | 36 months |
Vesting percentage | 25.00% |
Vesting Four Years From January 31 of Grant Year | Restricted Stock Units | |
Weighted Average Grant Date Fair Value | |
Stock incentive plan, vesting period | 48 months |
Vesting percentage | 25.00% |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Number of Shares | |
Number of Shares, Options outstanding, Beginning Balance | shares | 77,901 |
Number of Shares, Exercised | shares | (12,610) |
Number of Shares, Options outstanding, Ending Balance | shares | 65,291 |
Number of Shares, Options vested and exercisable | shares | 65,291 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Options outstanding, Beginning Balance | $ / shares | $ 10.11 |
Weighted Average Exercise Price, Exercised | $ / shares | 10.55 |
Weighted Average Exercise Price, Options outstanding, Ending Balance | $ / shares | 10.03 |
Weighted Average Exercise Price, Options vested and exercisable | $ / shares | $ 10.03 |
Stock Options | |
Weighted Average Exercise Price | |
Unrecognized compensation expense | $ | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Earnings Per Share, Basic [Abstract] | |||
Net income (loss) attributable to controlling interests and available to common stockholders | $ 15,384 | $ 15,233 | |
Less: Undistributed earnings allocated to unvested RSAs | (12) | (25) | |
Net income available to common stockholders | 15,372 | 15,208 | |
Earnings Per Share, Diluted [Abstract] | |||
Add: Undistributed earnings allocated to restricted shares, Diluted | 12 | 25 | |
Less: Undistributed earnings reallocated to RSAs | (12) | (25) | |
Net income available to common stockholders and assumed conversions | $ 15,372 | $ 15,208 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Weighted Average Shares Outstanding, Basic | 45,073,654 | 44,667,248 | |
Weighted Average Shares Outstanding, Diluted | 45,703,488 | 45,265,601 | |
Net income per common share - basic | $ 0.34 | $ 0.34 | |
Net income per common share - diluted | $ 0.34 | $ 0.34 | |
Stock Options | |||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Stock options added to the denominator under the treasury stock method | 33,691 | 78,795 | |
Restricted Stock Units | |||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Stock options added to the denominator under the treasury stock method | 596,143 | 519,558 | |
Restricted Stock Awards | |||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Antidilutive shares excluded from computation of diluted earnings per share | 17,476 | 32,185 | |
1.00% Convertible senior notes due December 2020 | |||
Long-term Debt. | $ 233,278 | $ 230,754 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Loss, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 369,774 | ||
Net current period other comprehensive income (loss) | (16,077) | $ (16,133) | |
Stockholders' Equity Attributable to Parent, Ending Balance | 368,238 | ||
Disproportionate tax effect | 14,400 | ||
Accumulated Other Comprehensive Loss, Net [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (88,126) | ||
Other comprehensive income (loss) before reclassification | (23,285) | ||
Amounts reclassified from accumulated other comprehensive loss, net | 7,328 | ||
Net current period other comprehensive income (loss) | (15,957) | ||
Stockholders' Equity Attributable to Parent, Ending Balance | (104,083) | ||
Foreign currency translation adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (45,886) | ||
Other comprehensive income (loss) before reclassification | (5,271) | ||
Net current period other comprehensive income (loss) | (5,271) | ||
Stockholders' Equity Attributable to Parent, Ending Balance | (51,157) | ||
Deferred income tax benefit (expense) | 2,390 | $ 1,565 | |
Deferred tax expense (benefit) before reclassification | (825) | ||
Unrealized losses on interest rate swap contracts [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stockholders' Equity Attributable to Parent, Beginning Balance | (42,240) | ||
Other comprehensive income (loss) before reclassification | (18,014) | ||
Amounts reclassified from accumulated other comprehensive loss, net | 7,328 | ||
Net current period other comprehensive income (loss) | (10,686) | ||
Stockholders' Equity Attributable to Parent, Ending Balance | (52,926) | ||
Deferred income tax benefit (expense) | 8,849 | $ 2,959 | |
Deferred tax expense (benefit) before reclassification | (9,929) | ||
Deferred tax expense (benefit), reclassification from AOCI | $ 4,039 |
Intangible Assets - Goodwill an
Intangible Assets - Goodwill and Net Carrying Amounts (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill | |
Goodwill gross, beginning balance | $ 598,939 |
Accumulated impairment loss, beginning balance | (50,003) |
Goodwill net, beginning balance | 548,936 |
Foreign currency translation adjustments | (2,544) |
Goodwill gross, ending balance | 596,395 |
Accumulated impairment loss, ending balance | (50,003) |
Goodwill net, ending balance | 546,392 |
Trade Name | |
Intangible Assets | |
Indefinite lived intangible asset, Beginning balance | 2,316 |
Indefinite lived intangible asset, foreign currency translation adjustments | 72 |
Reclassifications to definite-lived | (1,700) |
Indefinite lived intangible asset, Ending balance | 688 |
North America Segment [Member] | |
Goodwill | |
Goodwill gross, beginning balance | 452,270 |
Goodwill net, beginning balance | 452,270 |
Foreign currency translation adjustments | 142 |
Goodwill gross, ending balance | 452,412 |
Goodwill net, ending balance | 452,412 |
North America Segment [Member] | Trade Name | |
Intangible Assets | |
Indefinite lived intangible asset, Beginning balance | 200 |
Indefinite lived intangible asset, Ending balance | 200 |
Europe Segment [Member] | |
Goodwill | |
Goodwill gross, beginning balance | 146,669 |
Accumulated impairment loss, beginning balance | (50,003) |
Goodwill net, beginning balance | 96,666 |
Foreign currency translation adjustments | (2,686) |
Goodwill gross, ending balance | 143,983 |
Accumulated impairment loss, ending balance | (50,003) |
Goodwill net, ending balance | 93,980 |
Europe Segment [Member] | Trade Name | |
Intangible Assets | |
Indefinite lived intangible asset, Beginning balance | 416 |
Indefinite lived intangible asset, foreign currency translation adjustments | 72 |
Indefinite lived intangible asset, Ending balance | 488 |
Corporate and Other [Member] | Trade Name | |
Intangible Assets | |
Indefinite lived intangible asset, Beginning balance | 1,700 |
Reclassifications to definite-lived | $ (1,700) |
Intangible Assets - Definite-li
Intangible Assets - Definite-lived (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 380,266 | $ 379,958 |
Accumulated Amortization | (240,446) | (231,494) |
Net Carrying Amount | 139,820 | 148,464 |
Customer and Bank Branding Contracts / Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 349,055 | 350,211 |
Accumulated Amortization | (227,274) | (219,498) |
Net Carrying Amount | 121,781 | 130,713 |
Deferred Financing Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,896 | 2,896 |
Accumulated Amortization | (1,745) | (1,452) |
Net Carrying Amount | 1,151 | 1,444 |
Non-Compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,464 | 4,454 |
Accumulated Amortization | (4,031) | (3,935) |
Net Carrying Amount | 433 | 519 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,742 | 10,751 |
Accumulated Amortization | (4,189) | (3,750) |
Net Carrying Amount | 6,553 | 7,001 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,109 | 11,646 |
Accumulated Amortization | (3,207) | (2,859) |
Net Carrying Amount | $ 9,902 | $ 8,787 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities | ||
Accrued merchant settlement | $ 59,587 | $ 60,218 |
Accrued merchant fees | 45,618 | 43,005 |
Accrued taxes | 33,809 | 29,372 |
Accrued cash management fees | 9,930 | 8,780 |
Accrued maintenance | 9,805 | 8,012 |
Accrued compensation | 7,043 | 15,929 |
Accrued processing costs | 6,942 | 7,636 |
Accrued armored | 6,490 | 5,922 |
Accrued purchases | 5,570 | 7,222 |
Accrued interest | 3,611 | 6,094 |
Accrued interest on interest rate swap | 2,491 | 2,708 |
Accrued telecommunications costs | 2,227 | 1,772 |
Other accrued expenses | 23,973 | 22,388 |
Total | $ 217,096 | $ 219,058 |
Long-Term Debt - Components Tab
Long-Term Debt - Components Table (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 28, 2014 |
Long-Term Debt | |||
Total long-term debt, excluding current portion | $ 540,314 | $ 568,331 | |
5.125% Senior notes due August 2022 | |||
Long-Term Debt | |||
Total | $ 246,887 | 246,742 | |
Notes stated interest percentage | 5.125% | ||
Face value | $ 250,000 | $ 250,000 | |
Capitalized debt issuance costs | 3,100 | 3,300 | |
1.00% Convertible senior notes due December 2020 | |||
Long-Term Debt | |||
Total | $ 233,278 | 230,754 | |
Notes stated interest percentage | 1.00% | ||
Face value | $ 287,500 | ||
Revolving Credit Facility | |||
Long-Term Debt | |||
Total | $ 60,149 | $ 90,835 | |
Weighted-average combined rate | 2.30% | 2.00% |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facility, Senior Notes (Details) $ / shares in Units, $ in Thousands | May. 26, 2015USD ($) | Jul. 28, 2014USD ($) | Nov. 21, 2013USD ($)shares | Mar. 31, 2016USD ($)item$ / shares | Dec. 31, 2015USD ($) | May. 25, 2015USD ($) | Nov. 19, 2013USD ($) |
1.00% Convertible senior notes due December 2020 | |||||||
Long-Term Debt | |||||||
Face amount of debt issuance | $ 287,500 | ||||||
Notes stated interest percentage | 1.00% | ||||||
Net proceeds after fees and stock repurchase | $ 254,200 | ||||||
Shares repurchased | shares | 665,994 | ||||||
Fair value of debt component | $ 215,800 | ||||||
Debt instrument, fair value of embedded option | 71,700 | ||||||
Principal balance | $ 287,500 | $ 287,500 | $ 287,500 | ||||
Effective interest rate percentage | 5.26% | ||||||
Initial conversion price (in dollars per share) | $ / shares | $ 52.35 | ||||||
Conversion ratio per $1 principal amount | 0.019102 | ||||||
Number of shares to be received upon conversion of debt | item | 5,500,000 | ||||||
Threshold percentage of stock price that triggers conversion | 135.00% | ||||||
Debt conversion, threshold trading days | item | 20 | ||||||
Debt conversion, threshold consecutive trading days | 30 days | ||||||
Percentage of the total voting power of all classes of common equity as defined as a fundamental change per the terms of the debt agreement | 50.00% | ||||||
Change in control conversion price, as percentage of par plus interest | 100.00% | ||||||
Debt Instrument, Convertible, Consecutive Trading Days Available for Conversion | 10 days | ||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 5 days | ||||||
Debt Instrument, Convertible, Threshold Percentage of Conversion | 98.00% | ||||||
5.125% Senior notes due August 2022 | |||||||
Long-Term Debt | |||||||
Face amount of debt issuance | $ 250,000 | $ 250,000 | |||||
Notes stated interest percentage | 5.125% | ||||||
Ownership interest in consolidated subsidiaries, as a percent | 100.00% | ||||||
Credit Agreement | Maximum | |||||||
Long-Term Debt | |||||||
Senior Secured Net Leverage Ratio, debt covenant | 2.25 | ||||||
Total Net Leverage Ratio, debt covenant | 4 | ||||||
Fixed Charge Coverage Ratio, debt covenant | 1.50 | ||||||
Total Net Leverage Ratio related to restricted payments | 3 | ||||||
Revolving Credit Facility | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | $ 375,000 | ||||||
Accordion feature, available borrowings | 500,000 | ||||||
Percentage of stock in foreign subsidiaries used as collateral | 66.00% | ||||||
Available borrowing capacity under revolving credit facility | $ 314,900 | ||||||
Amount outstanding | $ 60,100 | ||||||
Revolving Credit Facility | Minimum | Base Rate | |||||||
Long-Term Debt | |||||||
Margin (as a percent) | 0.00% | ||||||
Revolving Credit Facility | Minimum | LIBOR | |||||||
Long-Term Debt | |||||||
Margin (as a percent) | 1.00% | ||||||
Revolving Credit Facility | Maximum | Base Rate | |||||||
Long-Term Debt | |||||||
Margin (as a percent) | 1.25% | ||||||
Revolving Credit Facility | Maximum | LIBOR | |||||||
Long-Term Debt | |||||||
Margin (as a percent) | 2.25% | ||||||
US Commitments | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | 300,000 | $ 375,000 | |||||
Sublimit for swingline loans | 25,000 | ||||||
Sublimit for letters of credit | 30,000 | ||||||
Available borrowing capacity under revolving credit facility | $ 241,000 | ||||||
Amount outstanding | 59,000 | ||||||
European Commitments | |||||||
Long-Term Debt | |||||||
Maximum borrowing capacity | 75,000 | $ 125,000 | |||||
Sublimit for swingline loans | 15,000 | ||||||
Sublimit for letters of credit | $ 15,000 | ||||||
Available borrowing capacity under revolving credit facility | 73,900 | ||||||
Amount outstanding | $ 1,100 |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Interest Expense (Details) - 1.00% Convertible senior notes due December 2020 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Long-Term Debt | ||
Cash interest per contractual coupon rate | $ 719 | $ 719 |
Amortization of note discount | 2,374 | 2,253 |
Amortization of deferred financing costs | 150 | 134 |
Total interest expense related to Convertible Notes | $ 3,243 | $ 3,106 |
Long-Term Debt - Carrying Value
Long-Term Debt - Carrying Value, Convertible Notes (Details) - 1.00% Convertible senior notes due December 2020 - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Nov. 19, 2013 | |
Long-Term Debt | |||
Principal balance | $ 287,500 | $ 287,500 | $ 287,500 |
Unamortized discount and capitalized debt issuance costs | (54,222) | (56,746) | |
Net carrying amount of Convertible Notes | $ 233,278 | $ 230,754 | |
Initial conversion price (in dollars per share) | $ 52.35 | ||
Adjusted conversion price (in dollars per share) | $ 73.29 | ||
Common Stock Warrants | |||
Long-Term Debt | |||
Number of shares that may be purchased under warrant | 5.5 | ||
Warrant strike price (in dollars per share) | $ 73.29 | ||
Call Option | |||
Long-Term Debt | |||
Number of shares that may be acquired under call option | 5.5 | ||
Call option strike price (in dollars per share) | $ 52.35 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Asset retirement obligation | ||
Balance at beginning of period | $ 54,727 | |
Additional obligations | 1,006 | |
Accretion expense | 469 | |
Payments | (751) | |
Foreign currency translation adjustments | (429) | |
Balance at end of period, net | 55,022 | |
Less: current portion | 3,013 | $ 3,042 |
Balance at end of period, excluding current portion | $ 52,009 | $ 51,685 |
Refurbished ATM assets | ||
Property and equipment useful life | 5 years |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Liabilities | ||
Interest rate swaps | $ 24,001 | $ 23,327 |
Obligations associated with acquired unfavorable contracts | 545 | 656 |
Deferred revenue, Current | 1,321 | 2,313 |
Asset Retirement Obligation, Current | 3,013 | 3,042 |
Other, Current | 3,314 | 3,394 |
Total, Current | 32,194 | 32,732 |
Interest rate swaps | 37,773 | 21,872 |
Obligations associated with acquired unfavorable contracts | 767 | 882 |
Deferred revenue, Noncurrent | 1,270 | 1,217 |
Other, Noncurrent | 6,709 | 6,686 |
Total, Noncurrent | $ 46,519 | $ 30,657 |
Derivative Financial Instrume59
Derivative Financial Instruments (Details) - Derivatives In Cash Flow Hedging Relationships - Interest Rate Swap Contracts £ in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016GBP (£) | Mar. 31, 2016USD ($) | |
Derivative [Line Items] | ||
New agreements during the period, notional amount | £ 550 | |
Derivative Remaining Term Year One | U.S. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | $ | $ 1,300 | |
Weighted Average Fixed Rate | 2.74% | 2.74% |
Derivative Remaining Term Year Two | U.S. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | $ | $ 1,000 | |
Weighted Average Fixed Rate | 2.53% | 2.53% |
Derivative Remaining Term Year Two | U.K. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | £ 550 | |
Weighted Average Fixed Rate | 0.82% | 0.82% |
Derivative Remaining Term Year Three | U.S. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | $ | $ 750 | |
Weighted Average Fixed Rate | 2.54% | 2.54% |
Derivative Remaining Term Year Three | U.K. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | £ 550 | |
Weighted Average Fixed Rate | 0.82% | 0.82% |
Derivative Remaining Term Year Four | U.S. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | $ | $ 600 | |
Weighted Average Fixed Rate | 2.42% | 2.42% |
Derivative Remaining Term Year Four | U.K. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | £ 300 | |
Weighted Average Fixed Rate | 0.86% | 0.86% |
Derivative Remaining Term Year Five | U.S. | ||
Derivative [Line Items] | ||
Derivative Liability, Notional Amount | $ | $ 600 | |
Weighted Average Fixed Rate | 2.42% | 2.42% |
Derivative Remaining Term Year Six [Member] | ||
Derivative [Line Items] | ||
New agreements during the period, notional amount | £ 250 | |
Derivative Remaining Term Year Seven [Member] | ||
Derivative [Line Items] | ||
New agreements during the period, notional amount | £ 300 |
Derivative Financial Instrume60
Derivative Financial Instruments - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Current | $ 24,001 | $ 23,327 |
Derivative Liabilities, Noncurrent | 37,773 | 21,872 |
Derivative Liability, Total | 61,774 | 45,199 |
Interest Rate Swap Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Total | 61,774 | 45,199 |
Interest Rate Swap Contracts | Derivatives Designated As Hedging Instruments | Current Portion Of Other Long-Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Current | 24,001 | 23,327 |
Interest Rate Swap Contracts | Derivatives Designated As Hedging Instruments | Other Long-Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities, Noncurrent | $ 37,773 | $ 21,872 |
Derivative Financial Instrume61
Derivative Financial Instruments - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Expected reclassification of derivative-related losses into earnings | $ (24,000) | |
Interest Rate Swap Contracts | Derivatives In Cash Flow Hedging Relationships | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain(Loss) Recognized in OCI on Derivative Instruments (Effective Portion) | (18,014) | $ (13,725) |
Interest Rate Swap Contracts | Derivatives In Cash Flow Hedging Relationships | Cost Of ATM Operating Revenues | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | $ 7,328 | $ 8,571 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities associated with interest rate swaps | $ 61,774 | $ 45,199 | |
Total additional asset retirement obligations incurred for the period | 1,000 | $ 2,000 | |
Interest Rate Swap Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities associated with interest rate swaps | 61,774 | 45,199 | |
Interest Rate Swap Contracts | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities associated with interest rate swaps | 61,774 | $ 45,199 | |
5.125% Senior notes due August 2022 | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long term notes | 249,100 | ||
1.00% Convertible senior notes due December 2020 | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long term notes | $ 278,800 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies | ||
Asset Retirement Obligation | $ 55,022 | $ 54,727 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income tax expense | $ 7,955 | $ 8,464 | |
Effective tax rate | 34.10% | 36.40% | |
New Accounting Pronouncements | |||
Deferred Tax Assets Net Of Allowances Current | $ 16,300 | ||
Deferred Tax Assets Net Of Allowances Noncurrent | $ 13,299 | 11,950 | |
Deferred Tax Liability Noncurrent | 3,693 | $ 21,829 | |
Accounting Standards Update 2015-17 [Member] | Adjustments for New Accounting Principle, Early Adoption [Member] | |||
New Accounting Pronouncements | |||
Deferred Tax Assets Net Of Allowances Current | (16,300) | ||
Deferred Tax Assets Net Of Allowances Noncurrent | 1,400 | ||
Deferred Tax Liability Noncurrent | $ (14,900) |
Segment Information - EBITDA Re
Segment Information - EBITDA Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Nov. 30, 2015 | |
Segment Reporting Information [Line Items] | |||
Adjusted EBITA | $ 50,481 | $ 47,397 | |
Depreciation and accretion expense | 22,669 | 20,055 | |
Adjusted EBITDA | 73,150 | 67,452 | |
Loss (gain) on disposal of assets | 382 | (533) | |
Other (income) expense | (555) | 1,060 | |
Noncontrolling interests | (18) | (425) | |
Stock-based compensation expense | 3,168 | 4,197 | |
Acquisition and divestiture-related expenses | 1,584 | 2,358 | |
Redomicile-related expense | 6,036 | ||
EBITDA | 62,553 | 60,795 | |
Interest expense, net, including amortization of deferred financing costs and note discount | 7,274 | 7,489 | |
Income tax expense | 7,955 | 8,464 | |
Depreciation and accretion expense | 22,677 | 20,112 | |
Amortization of intangible assets | 9,263 | 9,497 | |
Net income attributable to controlling interests and available to common stockholders | $ 15,384 | $ 15,233 | |
Mexico | |||
Segment Reporting Information [Line Items] | |||
Majority owned interest percentage | 95.70% | 51.00% |
Segment Information - Certain F
Segment Information - Certain Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue from external customers | $ 303,247 | $ 281,901 |
Cost of revenues | 195,873 | 187,800 |
Selling, general, and administrative expenses | 37,399 | 30,880 |
Redomicile-related expense | 6,036 | |
Acquisition and divestiture-related expenses | 1,584 | 2,358 |
(Gain) loss on disposal of assets | 382 | (533) |
Adjusted EBITDA | 73,150 | 67,452 |
Depreciation and accretion expense | 22,677 | 20,112 |
Adjusted EBITA | 50,481 | 47,397 |
Capital expenditures | 16,451 | 31,678 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Intersegment revenues | (5,963) | (5,143) |
Cost of revenues | (5,963) | (5,143) |
North America Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 210,092 | 196,277 |
Cost of revenues | 136,138 | 126,576 |
Selling, general, and administrative expenses | 15,207 | 13,877 |
Acquisition and divestiture-related expenses | 523 | 566 |
(Gain) loss on disposal of assets | 344 | 1,052 |
Adjusted EBITDA | 58,756 | 55,862 |
Depreciation and accretion expense | 11,996 | 12,101 |
Adjusted EBITA | 46,758 | 43,761 |
Capital expenditures | 7,461 | 13,014 |
Europe Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 87,647 | 85,624 |
Intersegment revenues | 333 | 342 |
Cost of revenues | 57,865 | 62,029 |
Selling, general, and administrative expenses | 9,144 | 7,519 |
Redomicile-related expense | 12 | |
Acquisition and divestiture-related expenses | 566 | 1,735 |
(Gain) loss on disposal of assets | 38 | (1,585) |
Adjusted EBITDA | 20,976 | 16,426 |
Depreciation and accretion expense | 9,096 | 8,011 |
Adjusted EBITA | 11,880 | 8,415 |
Capital expenditures | 8,685 | 18,664 |
Corporate and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue from external customers | 5,508 | |
Intersegment revenues | 5,630 | 4,801 |
Cost of revenues | 7,833 | 4,338 |
Selling, general, and administrative expenses | 13,048 | 9,484 |
Redomicile-related expense | 6,024 | |
Acquisition and divestiture-related expenses | 495 | 57 |
Adjusted EBITDA | (6,582) | (4,836) |
Depreciation and accretion expense | 1,585 | |
Adjusted EBITA | (8,157) | $ (4,779) |
Capital expenditures | $ 305 |
Segment Information - Assets (D
Segment Information - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | $ 1,287,176 | $ 1,319,935 |
Europe Segment [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | 371,172 | 382,920 |
North America Segment [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | 858,355 | 884,509 |
Corporate and Other [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Identifiable Assets | $ 57,649 | $ 52,506 |
Supplemental Guarantor Financ68
Supplemental Guarantor Financial Information - I/S (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidating Statements of Comprehensive Income | ||
Revenues | $ 303,247 | $ 281,901 |
Operating costs and expenses | 273,214 | 250,114 |
Operating (loss) income | 30,033 | 31,787 |
Interest expense, net, including amortization of financing costs and note discount | 7,274 | 7,489 |
Other (income) expense | (555) | 1,060 |
Income (loss) before income taxes | 23,314 | 23,238 |
Income tax expense | 7,955 | 8,464 |
Net income (loss) | 15,359 | 14,774 |
Net loss attributable to noncontrolling interests | (25) | (459) |
Net income (loss) attributable to controlling interests and available to common stockholders | 15,384 | 15,233 |
Other comprehensive income (loss), attributable to controlling interest | (16,077) | (16,133) |
Comprehensive income (loss) attributable to controlling interests | (693) | (900) |
Eliminations | ||
Condensed Consolidating Statements of Comprehensive Income | ||
Revenues | (5,996) | (5,170) |
Operating costs and expenses | (5,996) | (5,170) |
Equity in (earnings) losses of subsidiaries | 19,784 | 33,514 |
Income (loss) before income taxes | (19,784) | (33,514) |
Net income (loss) | (19,784) | (33,514) |
Net loss attributable to noncontrolling interests | (25) | (459) |
Net income (loss) attributable to controlling interests and available to common stockholders | (19,759) | (33,055) |
Other comprehensive income (loss), attributable to controlling interest | (8,558) | (19,886) |
Comprehensive income (loss) attributable to controlling interests | (28,317) | (52,941) |
Parent | ||
Condensed Consolidating Statements of Comprehensive Income | ||
Operating costs and expenses | 7,502 | 9,879 |
Operating (loss) income | (7,502) | (9,879) |
Interest expense, net, including amortization of financing costs and note discount | 6,368 | 5,271 |
Equity in (earnings) losses of subsidiaries | (23,609) | (35,637) |
Other (income) expense | (345) | (3,215) |
Income (loss) before income taxes | 10,084 | 23,702 |
Income tax expense | (5,275) | 8,929 |
Net income (loss) | 15,359 | 14,773 |
Net income (loss) attributable to controlling interests and available to common stockholders | 15,359 | 14,773 |
Other comprehensive income (loss), attributable to controlling interest | (1,287) | 1,759 |
Comprehensive income (loss) attributable to controlling interests | 14,072 | 16,532 |
Guarantors | ||
Condensed Consolidating Statements of Comprehensive Income | ||
Revenues | 211,975 | 191,700 |
Operating costs and expenses | 183,643 | 155,642 |
Operating (loss) income | 28,332 | 36,058 |
Interest expense, net, including amortization of financing costs and note discount | 358 | 1,747 |
Equity in (earnings) losses of subsidiaries | 3,825 | 2,123 |
Other (income) expense | (1,109) | (767) |
Income (loss) before income taxes | 25,258 | 32,955 |
Income tax expense | 11,466 | 1,565 |
Net income (loss) | 13,792 | 31,390 |
Net income (loss) attributable to controlling interests and available to common stockholders | 13,792 | 31,390 |
Other comprehensive income (loss), attributable to controlling interest | (8,745) | (8,146) |
Comprehensive income (loss) attributable to controlling interests | 5,047 | 23,244 |
Non-Guarantors | ||
Condensed Consolidating Statements of Comprehensive Income | ||
Revenues | 97,268 | 95,371 |
Operating costs and expenses | 88,065 | 89,763 |
Operating (loss) income | 9,203 | 5,608 |
Interest expense, net, including amortization of financing costs and note discount | 548 | 471 |
Other (income) expense | 899 | 5,042 |
Income (loss) before income taxes | 7,756 | 95 |
Income tax expense | 1,764 | (2,030) |
Net income (loss) | 5,992 | 2,125 |
Net income (loss) attributable to controlling interests and available to common stockholders | 5,992 | 2,125 |
Other comprehensive income (loss), attributable to controlling interest | 2,513 | 10,140 |
Comprehensive income (loss) attributable to controlling interests | $ 8,505 | $ 12,265 |
Supplemental Guarantor Financ69
Supplemental Guarantor Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 25,049 | $ 26,297 | $ 17,195 | $ 31,875 |
Accounts and notes receivable, net | 73,924 | 72,009 | ||
Current portion of deferred tax asset, net | 16,300 | |||
Other current assets | 95,983 | 98,918 | ||
Total current assets | 194,956 | 213,524 | ||
Property, Plant and Equipment, Net | 369,032 | 375,488 | ||
Intangible assets, net | 140,508 | 150,780 | ||
Goodwill | 546,392 | 548,936 | ||
Deferred tax asset, net | 13,299 | 11,950 | ||
Prepaid expenses, deferred costs, and other noncurrent assets | 22,989 | 19,257 | ||
Total assets | 1,287,176 | 1,319,935 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current portion of other long-term liabilities | 32,194 | 32,732 | ||
Accounts payable and accrued liabilities | 244,213 | 244,908 | ||
Total current liabilities | 276,407 | 277,640 | ||
Long-term debt | 540,314 | 568,331 | ||
Asset retirement obligations | 52,009 | 51,685 | ||
Deferred tax liability, net | 3,693 | 21,829 | ||
Other long-term liabilities | 46,519 | 30,657 | ||
Total liabilities | 918,942 | 950,142 | ||
Stockholders' equity | 368,234 | 369,793 | ||
Total liabilities and stockholders' equity | 1,287,176 | 1,319,935 | ||
Eliminations | ||||
Assets | ||||
Property, Plant and Equipment, Net | (394) | |||
Investments in and advances to subsidiaries | (808,325) | (912,804) | ||
Intercompany receivable | (523,144) | (611,191) | ||
Total assets | (1,331,469) | (1,524,389) | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Intercompany payable | (523,144) | (611,191) | ||
Total liabilities | (523,144) | (611,191) | ||
Stockholders' equity | (808,325) | (913,198) | ||
Total liabilities and stockholders' equity | (1,331,469) | (1,524,389) | ||
Parent | ||||
Assets | ||||
Cash and cash equivalents | 6 | 782 | 4 | |
Other current assets | 1,374 | 1,878 | ||
Total current assets | 1,380 | 2,660 | ||
Intangible assets, net | 1,111 | 1,396 | ||
Investments in and advances to subsidiaries | 524,174 | 628,651 | ||
Intercompany receivable | 371,810 | 407,697 | ||
Prepaid expenses, deferred costs, and other noncurrent assets | 293 | 200 | ||
Total assets | 898,768 | 1,040,604 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts payable and accrued liabilities | 11,461 | 12,109 | ||
Total current liabilities | 11,461 | 12,109 | ||
Long-term debt | 518,780 | 548,496 | ||
Intercompany payable | 110,006 | |||
Other long-term liabilities | 293 | 200 | ||
Total liabilities | 530,534 | 670,811 | ||
Stockholders' equity | 368,234 | 369,793 | ||
Total liabilities and stockholders' equity | 898,768 | 1,040,604 | ||
Guarantors | ||||
Assets | ||||
Cash and cash equivalents | 9,605 | 6,200 | 2,433 | 9,391 |
Accounts and notes receivable, net | 45,064 | 41,809 | ||
Current portion of deferred tax asset, net | 16,169 | |||
Other current assets | 34,086 | 47,398 | ||
Total current assets | 88,755 | 111,576 | ||
Property, Plant and Equipment, Net | 228,855 | 231,970 | ||
Intangible assets, net | 99,993 | 106,863 | ||
Goodwill | 449,658 | 449,658 | ||
Investments in and advances to subsidiaries | 284,151 | 284,153 | ||
Intercompany receivable | 151,334 | 197,277 | ||
Deferred tax asset, net | 1,948 | |||
Prepaid expenses, deferred costs, and other noncurrent assets | 9,688 | 6,863 | ||
Total assets | 1,314,382 | 1,388,360 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current portion of other long-term liabilities | 30,281 | 30,552 | ||
Accounts payable and accrued liabilities | 140,011 | 198,996 | ||
Total current liabilities | 170,292 | 229,548 | ||
Intercompany payable | 297,292 | 236,283 | ||
Asset retirement obligations | 25,770 | 25,360 | ||
Deferred tax liability, net | 1,849 | 19,884 | ||
Other long-term liabilities | 42,657 | 28,751 | ||
Total liabilities | 537,860 | 539,826 | ||
Stockholders' equity | 776,522 | 848,534 | ||
Total liabilities and stockholders' equity | 1,314,382 | 1,388,360 | ||
Non-Guarantors | ||||
Assets | ||||
Cash and cash equivalents | 15,438 | 19,315 | $ 14,758 | $ 22,484 |
Accounts and notes receivable, net | 28,860 | 30,200 | ||
Current portion of deferred tax asset, net | 131 | |||
Other current assets | 60,523 | 49,642 | ||
Total current assets | 104,821 | 99,288 | ||
Property, Plant and Equipment, Net | 140,177 | 143,912 | ||
Intangible assets, net | 39,404 | 42,521 | ||
Goodwill | 96,734 | 99,278 | ||
Intercompany receivable | 6,217 | |||
Deferred tax asset, net | 11,351 | 11,950 | ||
Prepaid expenses, deferred costs, and other noncurrent assets | 13,008 | 12,194 | ||
Total assets | 405,495 | 415,360 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current portion of other long-term liabilities | 1,913 | 2,180 | ||
Accounts payable and accrued liabilities | 92,741 | 33,803 | ||
Total current liabilities | 94,654 | 35,983 | ||
Long-term debt | 21,534 | 19,835 | ||
Intercompany payable | 225,852 | 264,902 | ||
Asset retirement obligations | 26,239 | 26,325 | ||
Deferred tax liability, net | 1,844 | 1,945 | ||
Other long-term liabilities | 3,569 | 1,706 | ||
Total liabilities | 373,692 | 350,696 | ||
Stockholders' equity | 31,803 | 64,664 | ||
Total liabilities and stockholders' equity | $ 405,495 | $ 415,360 |
Supplemental Guarantor Financ70
Supplemental Guarantor Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $ 44,654 | $ 30,872 |
Additions to property and equipment | (16,451) | (31,678) |
Acquisitions, net of cash acquired | (2,743) | (15,510) |
Proceeds from sale of assets and businesses | 7,438 | 7,376 |
Net cash used in investing activities | (11,756) | (39,812) |
Proceeds from borrowings under revolving credit facility | 56,494 | 113,400 |
Repayments of borrowings under revolving credit facility | (86,418) | (114,087) |
Proceeds from exercises of stock options | 133 | 448 |
Additional tax (expense) benefit related to stock-based compensation | (400) | 416 |
Repurchase of capital stock | (3,850) | (3,946) |
Net cash (used in) provided by financing activities | (34,041) | (3,769) |
Effect of exchange rate changes on cash | (105) | (1,971) |
Net increase (decrease) in cash and cash equivalents | (1,248) | (14,680) |
Cash and cash equivalents as of beginning of period | 26,297 | 31,875 |
Cash and cash equivalents as of end of period | 25,049 | 17,195 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 376 | |
Additions to property and equipment | (376) | |
Net cash used in investing activities | (376) | |
Parent | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 15,341 | 3,686 |
Proceeds from borrowings under revolving credit facility | 45,500 | 113,400 |
Repayments of borrowings under revolving credit facility | (57,500) | (114,000) |
Proceeds from exercises of stock options | 133 | 448 |
Additional tax (expense) benefit related to stock-based compensation | (400) | 416 |
Repurchase of capital stock | (3,850) | (3,946) |
Net cash (used in) provided by financing activities | (16,117) | (3,682) |
Net increase (decrease) in cash and cash equivalents | (776) | 4 |
Cash and cash equivalents as of beginning of period | 782 | |
Cash and cash equivalents as of end of period | 6 | 4 |
Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 14,553 | 5,396 |
Additions to property and equipment | (8,405) | (12,354) |
Acquisitions, net of cash acquired | (2,743) | |
Net cash used in investing activities | (11,148) | (12,354) |
Net increase (decrease) in cash and cash equivalents | 3,405 | (6,958) |
Cash and cash equivalents as of beginning of period | 6,200 | 9,391 |
Cash and cash equivalents as of end of period | 9,605 | 2,433 |
Non-Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 14,760 | 21,414 |
Additions to property and equipment | (8,046) | (18,948) |
Acquisitions, net of cash acquired | (15,510) | |
Proceeds from sale of assets and businesses | 7,438 | 7,376 |
Net cash used in investing activities | (608) | (27,082) |
Proceeds from borrowings under revolving credit facility | 10,994 | |
Repayments of borrowings under revolving credit facility | (28,918) | (87) |
Net cash (used in) provided by financing activities | (17,924) | (87) |
Effect of exchange rate changes on cash | (105) | (1,971) |
Net increase (decrease) in cash and cash equivalents | (3,877) | (7,726) |
Cash and cash equivalents as of beginning of period | 19,315 | 22,484 |
Cash and cash equivalents as of end of period | $ 15,438 | $ 14,758 |
Concentration Risk (Details)
Concentration Risk (Details) - Seven Eleven [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Contract extension period | 6 months | ||
Unaudited Pro Forma Revenues [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.00% | 17.50% |