Mail Stop 4561
February 16, 2006
J. Chris Brewster
Chief Financial Officer and Treasurer
Cardtronics, Inc.
3110 Hayes Road, Suite 300
Houston, Texas 77082
Re: Cardtronics, Inc.
Registration Statement on Form S-4
Filed January 20, 2006
File No. 333-131199
Dear Mr. Brewster:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please file an executed copy of the supplemental letter to the
Commission in accordance with the staff position enunciated in
Exxon
Capital Holdings.
2. As currently represented, the offer could be open for less than
20
full business days due to the 5:00 P.M. expiration time instead of
an
expiration time of midnight on what ultimately may be the
twentieth
business day following commencement. See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980). Please confirm
that the offer will be open at least through midnight on the
twentieth business day. See Rule 14d-1(g)(3). Further, please
confirm that the expiration date will be included in the final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424.
3. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus. Such graphics and pictorial
representations should not be included in any preliminary
prospectus
distributed to prospective investors prior to our review.
4. Please provide us support for comparative factual assertions
and
for management`s belief in qualitative statements regarding your
position in the industry. Clearly mark these materials to
highlight
the specific information you believe supports the statement
referenced. We note, for example, "We operate the largest network
of
ATMs in the United States and we are a leading ATM operator in the
United Kingdom" on page 1. In addition, revise the filing to
disclose the basis for your characterization of "leading". For
example, are you the leader based on revenues, products offered,
or
some other measure?
5. Please provide copies of market and industry data that you cite
or
rely on in your filing. These materials should be appropriately
marked, dated, and refer to the page number on which they are
cited.
For example, we note that you cite Dove Consulting Group, Inc and
ATM
& Debit News.
6. We note your use throughout the prospectus of acronyms to
identify
various entities and agreements. Rather than use acronyms,
please
revise to use the actual entity name or a shortened version of it.
For example, but not limited to, we note your use of EFT.
7. Your prospectus contains repetitive disclosure. For example,
disclosure under "Company Overview" on page 1 is repeated verbatim
on
page 60. Also, disclosure under "Recent Transactions" on page 2
is
repeated on page 64. Mere repetition of the same language does
not
enhance the quality of disclosure in your prospectus. Revise the
summary to highlight key information. Full disclosure included in
the body of your prospectus should appear only once, organized
according to your investors` perspectives. Please eliminate all
unnecessary redundancy throughout the prospectus.
Registration Statement Cover Page
8. Please revise the registration statement cover page to disclose
the registration number for the co-registrants.
9. Please revise to include the Primary Standard Industrial
Classification Code Number as required by Form S-4.
Prospectus Cover Page
10. Please revise to disclose that each broker-dealer that
receives
new securities pursuant to an exchange offer must acknowledge that
it
will deliver a prospectus in connection with any resale of such
new
securities. In addition, please revise to disclose that if the
broker-dealer acquired the old securities as a result of market
making or other trading activities, such broker-dealer may use the
prospectus for the exchange offer, as supplemented or amended, in
connection with resales of the new securities.
11. Please revise to disclose that broker-dealers who acquired the
old securities directly from the issuer in the initial offering
must,
in the absence of an exemption, comply with the registration and
prospectus delivery requirements of the Securities Act in
connection
with the secondary resales and cannot rely on the position of the
staff enunciated in the Exxon Capital no-action letter.
12. Please reflect that the notes are guaranteed.
13. Please revise the section under "Ranking" to quantify the
amount
of indebtedness that will rank senior to or pari passu with the
exchange notes.
Forward-Looking Statements, page i
14. The safe harbor for forward looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with an initial public offering and
tender offer. See Section 27A(b)(2)(C) of the Securities Act and
Section 21E(b)(2)(C) of the Exchange Act. Therefore, please
delete
the reference to the safe harbor or state explicitly that the safe
harbor protections it provides do not apply to statements made in
connection with the offer.
Summary, page 1
15. Please consider providing an organizational chart that
clarifies
your business structure, including your subsidiaries.
16. Please include a brief description of your debt, including
your
aggregate indebtedness as of a recent date.
17. Please revise to disclose your ratios of earnings to fixed
charges in the summary. Refer to Instruction 2(D) to Item 503(d)
of
Regulation S-K.
Company Overview, page 1
18. Please revise to define "ATM Network." In this regard, we
note
that you have acquired multiple networks. Are all of the networks
integrated?
The Exchange Offer, page 4
19. Please summarize all the conditions to the exchange offer.
20. We note the disclosure indicating that you will return any
outstanding notes that you do no accept for exchange "as promptly
as
practicable" after the expiration date. Rule 14e-1(c) requires
that
you exchange the notes or return the old notes "promptly" upon
expiration or termination of the offer, as applicable. Please
revise
here and throughout the document, as necessary.
Terms of New Notes, page 6
21. We note that the New Notes will be junior in right of payment
to
all of your subsidiary guarantors` existing and future senior
indebtedness. Please expand your disclosure in this section and
the
Description of the New Notes section to quantify your subsidiary
guarantors` existing senior debt.
Risk Factors, page 8
22. Some of your risk factors and risk factor headings fail to
specifically state the risk that may flow from the facts and
circumstances you describe. Please review and revise your risk
factors, including the risk factor headings, to state the specific
risk that will result from the facts you describe.
23. Please avoid using generic conclusions such as "adversely
affected" and "material adverse" when describing the risks`
effects.
Replace this, and similar language, with specific disclosure of
how
you, your business, financial condition and results of operations
would be affected by the facts you describe.
Risk Related to Our Business, page 8
The passing of legislation banning or limiting surcharge fees
would
severely impact our revenues, page 8
24. You indicate that ATM operators will be required to provide 30
days` notice to the public prior to converting a surcharge-free
ATM
to one which charges surcharges if the Treasury Select Committee
report is accepted. In order to quantify the risk, please revise
to
indicate the percentage of your ATM`s that are currently
surcharge-
free.
We will be subject to new proposed guidelines under the American
with
Disabilities Act..., page 9
25. In order to quantify the risk, please revise to indicate the
cost
associated with retrofitting an ATM in your network.
We derive a substantial portion of our revenues from ATMs placed
with
a small number of merchants, page 9
26. You indicate that you five largest merchants may elect not to
renew their contracts when they expire. Please revise to indicate
when their contracts expire.
Repayment of our debt, including the notes, is dependent on cash
flow
generated by our subsidiaries, page 14
27. Please revise to specifically identify the restrictions on
your
subsidiaries ability to make cash available to you, by dividend,
debt
repayment or otherwise.
We have a substantial amount of indebtedness..., page 14
28. Please revise to indicate whether any of your subsidiaries
currently have any restrictions that limit their ability to make a
distribution to Cardtronics, Inc.
To service our indebtedness, we will require a significant amount
of
cash, page 15
29. To the extent possible, avoid generic risk factors. For
example,
this risk could apply to any company because any company with
could
be affected by failure to meet debt obligations. If you wish to
retain this risk factor, please clearly explain how the specific
risks apply to your company.
The terms of our credit agreement and the indenture governing the
notes may restrict our current and future operations..., page 16
30. Please revise to disclose the material financial ratios that
you
are required to maintain.
We may not be able to repurchase the notes upon a change of
control,
page 17
31. We note that upon the occurrence of a change in control you
must
offer to buy back the notes at a price equal to 101% of the
principal
amount, together with any accrued and unpaid interest. Please
expand
your disclosure to briefly define "change in control." In this
regard, we note your definition in the indenture governing notes.
Exchange Offer, page 19
Extensions, Delays in acceptance, Termination or Amendment, page
22
32. You reserve the right "to delay the acceptance of any
outstanding
notes." Clarify in what circumstances you will delay acceptance
and
confirm that any such delay will be consistent with Rule 14e-1(c).
For example, if you are referring to the right to delay acceptance
only due to an extension of the exchange offer, so state.
33. Please advise us as to how oral notice of extension is
reasonable
calculated to reach registered holders of the outstanding notes or
otherwise satisfies the requirements of Rule 14e-1(d).
34. We note your reservation of the right to amend the terms of
the
offer. Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.
Conditions to the Exchange Offer, page 22
35. Please revise to indicate that all offer conditions, except
those
related to the receipt of government regulatory approvals
necessary
to consummate the offer, must be satisfied or waived at or before
expiration of the offer, rather than acceptance of the notes.
Further, please confirm your understanding that "applicable law"
and
staff interpretations are not "regulatory approvals."
36. We note your statement that you may assert or waive certain
conditions in whole or in part at any time at your discretion.
Please provide us with your views regarding whether or not waiver
of
any of the conditions will constitute a material change requiring
that at least five business days remain in the offer after notice
of
such waiver.
37. We note your disclosure that you may waive any of the
conditions.
Please revise to indicate that to the extent that you waive any
condition of the offer, you will waive the condition for all
holders
of old notes. Similarly revise the Letter of Transmittal.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 30
ATM Management Programs, page 30
38. Please revise to briefly describe your internal initiative to
analyze and reduce the amount of turnover associated with
merchant-
owned arrangements. In this regard, we note your disclosure at
the
top of page 32.
Components of Revenues, Cost of Revenues and Expenses, page 32
39. Please confirm to us that you do not include branding revenues
in
your table on page 32.
40. Please revise to explain how you receive revenues from your
participation in surcharge-free ATM networks. Further, quantify
the
percentage of your ATM`s that are surcharge-free. In this regard,
we
note your disclosure in the first risk factor on page 9.
41. Please revise to quantify the percentage of your total
revenues
that are derived from each component of your revenues. In this
regard, we note that you earn surcharge revenues, interchange
revenues and branding revenues.
Acquisitions, page 35
42. Please revise to quantify the debt you assumed in connection
with
the acquisition of E*Trade Access.
Industry Trends, page 37
43. We note that you attribute the decline in transaction revenues
to, among other things, the increase use of debit cards as a means
of
payment. Please revise discuss whether you believe this is a
trend
that may have a continuing effect on operations. See Item 303 of
Regulation S-K.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets, page 40
44. Please expand your disclosure to also discus how you allocate
the
cost of the acquisition to assets acquired and liabilities
assumed.
In this regard, please also disclose the types of intangibles that
meet the criteria in paragraph 39 of SFAS 141 for recognition
apart
from goodwill and how you determine the fair value of such
intangibles.
Results of Operation, page 41
45. We note that "other revenue" declined for the year ended
December
31, 2004 as compared to December 31, 2003. Please revise
throughout
to explain in more detail the nature of the "other revenue."
Liquidity and Capital Resources, page 52
46. You indicate on page 38 that Winn-Dixie accounted for 2.4% of
your revenues and that they have filed for bankruptcy protection.
If
material, please revise your MD&A to discuss the impact this will
have on your liquidity.
47. We note your statement in the last paragraph on page 52 that
you
expect to make capital expenditure to upgrade your ATMs to be both
Encrypting PIN Pad and Triple DES compliant. Please revise to
disclose the source of funds for any planned capital expenditures.
Our Bank Credit Facilities, page 54
48. We note that in connection with the acquisition of Bank
Machine,
you replaced your existing bank credit facilities with new
facilities. Please revise to disclose the material terms of each
facility. In this regard, we note your disclosure regarding the
revolving credit facility. Further, describe the covenants you
reference in the second full paragraph on page 54.
Tabular Disclosure of Contractual Obligations, page 54
49. Please tell us whether there are any contractual obligations
related to the $10.5 million in budgeted upgrades disclosed on
page
52 and what consideration you gave to including those amounts in
the
table. Please also tell us what consideration you gave to
including
your obligations under any employment agreements.
Competition, page 69
50. You indicate in the first paragraph on page 60 and elsewhere
that
you are the "largest network of ATMs" in the United States. You
also
indicate in the last paragraph of page 69 that "several of our
competitors are larger" than us. Please revise this apparent
discrepancy.
Legal Proceedings, page 71
51. We note your disclosure regarding the lawsuit instituted by
the
National Foundation for the Blind and the Commonwealth of
Massachusetts. Please revise to quantify the amount of funds that
would be required to make all the ATMs in your network "voice-
enabled."
Management, page 73
Executive Officers and Directors, page 73
52. Please revise to clarify your discussion of Mr. Soinski`s
business experiences. For example, provide dates and positions
served for each position in the last five years. See Item 401 of
Regulation S-K.
Related Party Transactions, page 80
53. Please advise us of the status of the employee loans discussed
on
page 81.
Description of Other Indebtedness, page 85
54. Please revise to discuss why you do not treat vault cash as
indebtedness.
Federal Income Tax Consequences, page 128
55. Please revise the first sentence to remove the term "certain"
and
clarify that you have disclosed the material U.S. federal income
tax
consequences. Refer to Item 4(a)(6) of Form S-4.
Index to Financial Statements, page F-1
56. Please update your financial statements in accordance with
Rule
3-12 of Regulation S-X.
Unaudited Pro Forma Condensed Consolidated Financial Statements
Note (2), page F-10
57. We note that you adjust your historical financial statements
to
exclude the write-off of deferred financing costs associated with
your refinancing in May and August 2005. Please revise your pro
forma financial statements to exclude this adjustment or tell us
how
these adjustments are directly attributable and affected by this
transaction.
58. Please provide us with a reconciliation of the revolving
credit
facility balance for pro forma purposes to the related balance
disclosed on page F-45.
Note (3), page F-10
59. We note from your disclosure on page 36 that the majority of
the
cost savings initiatives were implemented during 2004 and that you
expect to complete the remaining initiatives by early 2006.
Please
revise your disclosure to also state, if true, that the pro forma
adjustment reflects cost savings that have already been
implemented
and do not represent planned actions by management.
Cardtronics, Inc. and Subsidiaries
Annual Financial Statements and Notes
Note (1), Business and Summary of Significant Accounting Policies
(j) Intangible Assets, net, page F-19
60. We refer you to our comment letter dated May 28, 2004 with
respect to our review of your registration statement previously
filed
on Form S-1. We reissue our prior comment 17 in part. We
understand
it has been your experience that substantially all of your
contracts
renew at their renewal dates. We refer management to paragraph 12
of
SFAS 142 that requires you to amortize intangible assets using a
method that reflects the pattern in which the economic benefits of
the intangible asset are consumed or otherwise used up.
Notwithstanding your experience to date, it seems unreasonable to
use
an amortization methodology that is based upon an assumption that
all
of the underlying contracts that make up your pools will terminate
in
the same period. If you expect some contracts to not renew or
certain contracts to terminate before others, for whatever reason,
then a straight-line method would not reflect the pattern in which
the economic benefits are used up. Accordingly, please revise
your
financial statements to reflect amortization expense on an
accelerated basis over the period in which the economic benefits
are
used up.
(l) Impairment of Long-Lived Assets and Goodwill, page F-20
61. We note your disclosure on page 39 that no impairment is
warranted as a result of the Winn-Dixie store closing based upon
the
operating performance of the remaining installed ATM`s which
suggests
that you also evaluate your tangible assets on a pooled basis.
Please advise us of and clarify your impairment policy disclosure
with respect to your long-lived assets, other than intangibles.
If
you evaluate your tangible assets for impairment on a pooled basis
with other operational tangible assets in the same portfolio,
please
tell us your basis in accounting for doing so.
(o) Revenue Recognition, page F-21
62. We note from your disclosure that you generate revenue from
transaction-based fees and services, maintenance service
agreements
and product sales. Since certain of your arrangements appear to
contain multiple deliverables, please advise us of and revise your
disclosure to describe your arrangements that contain multiple
deliverables and how you recognize revenue under such
arrangements.
In your response, please tell us how you determined entity-
specific
or vendor-specific objective evidence of fair value with respect
to
the undelivered item (e.g. management service agreement and
transaction processing agreement for merchant-owned ATM`s). Refer
to
EITF 00-21.
63. We note from your disclosure on page 30 that you recognize
transaction-based fees associated with both company-owned and
merchant-owned arrangements. Please tell us how you evaluated the
characteristics of your merchant-owned arrangements under the
guidance in EITF 99-19 in accounting for these fees on a gross vs.
net basis. In your response, please describe the characteristics
of
this arrangement and how you evaluated each of the indicators of
gross vs. net reporting in paragraphs 7 - 17 of EITF 99-19.
Note (2), Acquisitions, page F-23 - F-25
64. We note from your disclosure on page 35 that your acquisition
of
E*TRADE Access appears to be limited to the ATMs and related
placement agreements, vendor agreements, operating software along
with the assumption of certain liabilities. Please tell us how
you
considered the guidance in EITF 98-3 and how the characteristics
of
this acquisition meet the definition of a business.
65. Notwithstanding our above comment, please further explain to
us
what gave rise to the initial recognition of goodwill. In this
regard, please explain how you allocated the purchase price to the
assets acquired and liabilities assumed and what you attribute the
significance of the residual value to. Also, revise to include
the
disclosure required by paragraph 51b of SFAS 141 in your next
amendment. You may refer to paragraphs 35 - 39 of SFAS 141 and
B102
- - B106.
66. We note from your disclosure that you assigned goodwill from
the
E*TRADE Access acquisition to the enterprise level. Please tell
us
how you considered the guidance in paragraphs 30 - 36 of SFAS 142
in
reaching your conclusion that the reporting unit is at the
enterprise
level. In addition, please tell us if the change in your
reportable
segments disclosed on page 12 had an impact on the assignment of
goodwill.
67. Since you have not elected to disclose basic and diluted
earnings
per share, please remove your pro forma basic income per share
disclosure here.
Note 17, Income Taxes, page F-33 - F-34
68. Please explain to us how your net operating loss carryforward
meets the definition of a current deferred tax asset given the
increase in your net operating loss carryforward during 2004.
Condensed Consolidated Financial Statements and Notes
Note 2, Business Combinations, page F-41
69. Based upon your disclosure on page 35, it appears Bank
Machine`s
operating platform will remain intact. Please tell us how much of
the
purchase price was allocated to this acquired technology and your
basis for that value.
Note 7, Long-term Debt, page F-45
70. We note from your disclosure that you expect to incur an
additional $1.3 million in debt issuance costs related to your
$200.0
million senior subordinated notes. Please tell us whether these
additional debt issuance costs represent costs associated with
this
registration statement and how you plan to account for such costs
in
your financial statements. Please cite the relevant accounting
literature which supports your policy.
Note 10, Preferred Stock, page F-47
71. Please revise to disclose the terms of the liquidation
preference
and the liquidation value at September 30, 2005 for your Series B
preferred stock.
Note 13, Supplemental Guarantor Financial Information, page F-48
72. Please revise your disclosure to include the condensed
consolidating financial information with a separate column for (1)
the parent company, (ii) the subsidiary guarantors, (iii) any
other
subsidiaries of the parent company on a combined basis, (iv)
consolidating adjustments, and (v) the total consolidated amounts.
Refer to Rule 3-10(f) of Regulation S-X.
Bank Machine (Acquisitions) Limited
Independent Auditors` Report, page F-55
73. Please have your auditors revise the second paragraph of their
audit report to be consistent with the language included in
Interpretation 18 to SAS 58. Please also make conforming
revisions
of the audit report on page F-89.
Annex A: Transmittal Letter
74. We reference the language requiring the undersigned to
acknowledge that s/he has "review[ed]" the prospectus. While the
staff does not object if an offeror asks security holders if they
understand specified material terms of the offer, we believe it is
inappropriate to require them to certify that they have generally
read or reviewed the prospectus. Please advise us as to the
purpose
of this language or revise to delete it.
Part II
Item 21. Exhibits and Financial Statement Schedules, page II-2
Exhibit 5. Legal Opinion
75. Please advise us why the assumption in the last sentence of
the
second paragraph is necessary.
Exhibit 12. Ratios of Earnings to Fixed Charges
76. Please tell us where you include the interest charges
associated
with your vault cash in calculating your ratio of earnings to
fixed
charges. If not included in the calculation of your earnings to
fixed charges ratio, please advise us and revise to disclose such
amount and your basis for excluding this from the calculation.
Item 22. Undertakings, page II-3
77. Please advise us why you have included undertaking 4.
78. Please update your Item 512(a) undertakings in accordance with
the amendments thereto that became effective as of December 1,
2005.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Josh Forgione at 202-551-3431 or Steven
Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jeffrey A. Shady at 202-551-3471 or me at 202-551-
3852
with any other questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: David P. Oelman, Esq. (via facsimile)
Vinson & Elkins L.L.P.
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J. Chris Brewster
Cardtronics, Inc.
February 16, 2006
Page 14