0001104659-19-009884.txt : 20190221 0001104659-19-009884.hdr.sgml : 20190221 20190221172233 ACCESSION NUMBER: 0001104659-19-009884 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190221 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardtronics plc CENTRAL INDEX KEY: 0001671013 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37820 FILM NUMBER: 19622968 BUSINESS ADDRESS: STREET 1: BUILDING 4, 1ST FLOOR TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD STATE: X0 ZIP: AL10 9UL BUSINESS PHONE: 44 01707 248781 MAIL ADDRESS: STREET 1: BUILDING 4, 1ST FLOOR TRIDENT PLACE STREET 2: MOSQUITO WAY CITY: HATFIELD STATE: X0 ZIP: AL10 9UL FORMER COMPANY: FORMER CONFORMED NAME: Cardtronics Group Ltd DATE OF NAME CHANGE: 20160331 8-K/A 1 a19-5188_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 21, 2019

 

Cardtronics plc

(Exact name of registrant as specified in its charter)

 

England and Wales

 

001-37820

 

98-1304627

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

2050 West Sam Houston Parkway South, Suite 1300,
Houston, Texas

 

77042

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 308-4000

 


 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


 

EXPLANATORY NOTE

 

On February 21, 2019, Cardtronics plc (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the Company’s fourth quarter and full-year 2018 results.   This Amendment on Form 8-K/A amends Exhibit 99.1 of the Original Form 8-K to correct the number of new financial institutions added to our Allpoint Network.

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 21, 2019, Cardtronics plc issued a press release regarding its financial results for the quarter and year ended December 31, 2018. A copy of the press release has been attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 of Form 8-K, will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1                        Press release dated February 21, 2019

 

2


 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description of the Exhibit

99.1

 

Press release dated February 21, 2019

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CARDTRONICS PLC

 

 

 

 

 

 

By:

/s/ Paul A. Gullo

 

 

Paul A. Gullo

 

 

Chief Accounting Officer

 

 

 

 

Dated: February 21, 2019

 

 

4


EX-99.1 2 a19-5188_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

CARDTRONICS ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2018 RESULTS

 

Continued Strength in U.S. Surcharge-free Transactions

Increasing Growth with Financial Institutions

Provides 2019 Financial Outlook

 

HOUSTON, February 21, 2019 — Cardtronics plc (Nasdaq: CATM) (“Cardtronics” or the “Company”), the world’s largest ATM owner/operator, announced today its financial and operational results for the quarter and full-year ended December 31, 2018.

 

“We saw continued strength in our U.S. business during the fourth quarter, with same-store withdrawal transactions up 6%, driven by growth in surcharge-free transactions. Allpoint continues to expand as banks, consumers, and retailers value the convenience, reliability, and security of our network of retailer-based ATMs. In a year of known challenges, the fourth quarter results were a great finish to a year of solid execution - one driven by tremendous employee performance and marked by the return to organic growth in North America, improved operations, strong performance across our growth markets, and the generation of nearly $118 million in adjusted free cash flows,” commented Edward H. West, Cardtronics’ chief executive officer.

 

Fourth Quarter 2018 Highlights:

 

·                  Total revenues of $327.9 million, down 10% from $363.0 million in the prior year.

·                  Total revenues were approximately flat after excluding the impact from the removal of ATMs at 7-Eleven locations in the U.S. and on a constant-currency basis.

·                  Growth in North America total revenues of 2%, excluding the 7-Eleven impact and on a constant currency basis.

·                  Same-store withdrawal transactions in the U.S. were up 6% for the quarter.

·                  ATM operating revenues of $314.1 million, down 9% from $346.2 million in the prior year and approximately flat, excluding the impact from the removal of ATMs at 7-Eleven locations in the U.S. and on a constant-currency basis.

·                  GAAP net loss of $(6.1) million, or $(0.13) per diluted share, compared to GAAP net income of $16.0 million, or $0.35 per diluted share in the prior year.

·                  Adjusted EBITDA of $68.5 million, down 24% from $89.8 million in the prior year, primarily impacted by the removal of ATMs at 7-Eleven locations in the U.S.

·                  Adjusted net income per diluted share of $0.47 compared to $0.73 in the prior year, impacted by the removal of ATMs at 7-Eleven locations in the U.S.

·                  Adjusted free cash flow of $32.4 million, up from $20.9 million in the prior year.

·                  New managed service relationships with three new financial institution partners to manage nearly 200 ATMs.

·                  Added 21 new financial institutions to our Allpoint Network.

·                  Entered into an amended and expanded $600 million revolving credit facility with a renewed five-year term through 2023 with improved flexibility, pricing, and covenants. In conjunction with the expanded credit facility, the Company redeemed its 2022 Notes.

 

Full-Year 2018 Highlights:

 

·                  Total revenues of $1.35 billion, down 11% from $1.51 billion in the prior year.

·                  ATM operating revenues of $1.30 billion, down 11% from $1.45 billion in the prior year and approximately flat excluding the impact from the removal of ATMs at 7-Eleven locations in the U.S.

·                  GAAP net income of $3.7 million, or $0.08 per diluted share, compared to GAAP net loss of $(145.4) million, or $(3.19) per diluted share in the prior year. The prior year result was impacted by non-cash impairment charges related to the Company’s Australia operation.

·                  Adjusted EBITDA of $292.7 million, down 16% from $348.6 million in the prior year, primarily impacted by the removal of ATMs at 7-Eleven locations in the U.S.

·                  Adjusted net income per diluted share of $2.14 compared to $3.00 in the prior year, impacted by the removal of ATMs at 7-Eleven locations in the U.S.

·                  Adjusted free cash flow of $117.9 million, up $44.1 million from $73.8 million in the prior year.

 

1


 

Note Regarding Fourth Quarter and Full-Year 2018 Results Compared to Prior Year:

 

The Company had a long-standing relationship with 7-Eleven in the U.S. that ended during the quarter ended March 31, 2018. In previous periods, this relationship accounted for a material portion of the Company’s consolidated revenues and profits. The Company began a transition to 7-Eleven’s new service provider during the third quarter of 2017 and that transition was completed in February 2018. As a result, the Company’s relationship with 7-Eleven in the U.S. did not account for any of its consolidated revenues during the fourth quarter of 2018. The Company estimates that 7-Eleven in the U.S. accounted for approximately 7.3% and 12.5% of the Company’s consolidated revenues during the fourth quarter and full-year 2017, respectively and had an incremental adjusted gross margin of approximately 40%. 7-Eleven in the U.S. accounted for approximately $6 million or less than 1% of consolidated revenues in 2018, all of which was recorded during the first quarter.

 

See Disclosure of Non-GAAP Financial Information in this earnings release for definitions of Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per diluted share, Adjusted Free Cash Flow, and certain other GAAP and non-GAAP measures on a constant-currency basis. For additional information, including reconciliations to the most directly comparable financial measure recognized under generally accepted accounting principles in the U.S. (“U.S. GAAP” or “GAAP”), see the supplemental schedules of selected financial information in this earnings release.

 

The Company may also refer to revenue or profit growth as being organic. When providing growth measures on an organic basis, the Company aims to exclude the estimated impact from any acquired or divested businesses that may be included or partially included in one period but not another. The Company may further adjust organic performance measures for the impacts of currency movements, in order to have a consistent performance comparison across periods for the business, excluding movements in exchange rates. Due to the significance of the Company’s 7-Eleven relationship in the U.S., which accounted for 12.5% of consolidated revenues in 2017 and less than 1% of consolidated revenues in 2018, the Company may also report certain performance measures excluding the estimated contribution of this relationship to enable more comparable analysis of the business across periods excluding this relationship.

 

2019 OUTLOOK

 

Below is the Company’s financial outlook for the year ending December 31, 2019:

 

·                  Revenues of $1.31 billion to $1.35 billion;

·                  GAAP Net Income of $22 million to $25 million;

·                  Adjusted EBITDA of $285 million to $295 million;

·                  Depreciation and accretion expense of $139 million to $141 million;

·                  Cash interest expense of $27 million to $28 million;

·                  Adjusted Net Income of $91 million to $96 million;

·                  Adjusted Net Income per diluted share of $1.94 to $2.05, based on approximately 46.9 million average diluted shares outstanding; and

·                  Capital expenditures of approximately $135 million.

 

The Adjusted EBITDA and Adjusted Net Income outlook excludes the impact of certain expenses, as outlined in the reconciliation provided at the end of this earnings release. See Disclosure of Non-GAAP Financial Information in this earnings release for definitions of these Non-GAAP measures. This outlook is based on average foreign currency exchange rates for 2019 of £1.00 U.K. to $1.28 U.S., $19.61 Mexican pesos to $1.00 U.S., $1.00 Canadian dollar to $0.73 U.S., €1.00 Euros to $1.15 U.S., $1.00 Australian dollar to $0.71 U.S., and R14.29 South African Rand to $1.00 U.S.

 

2


 

CONFERENCE CALL INFORMATION

 

The Company will host a conference call today, Thursday, February 21, 2019, at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its financial results for the quarter and year ended December 31, 2018. To access the call, please call the conference call operator at:

 

Dial in:

 

(877) 303-9205

Alternate dial-in:

 

(760) 536-5226

 

Please call in 15 minutes prior to the scheduled start time and request to be connected to the “Cardtronics Fourth Quarter and Full-Year 2018 Earnings Conference Call.” Additionally, a live audio webcast of the conference call will be available online through the investor relations section of the Company’s website at www.cardtronics.com.

 

A digital replay of the conference call will be available through Thursday, February 28, 2019, and can be accessed by calling (855) 859-2056 or (404) 537-3406 and entering 4189925 for the conference ID. A replay of the conference call will also be available online through the Company’s website subsequent to the call through March 31, 2019. Prior to the conference call, the Company will post supplemental financial information to its website at www.cardtronics.com.

 

ABOUT CARDTRONICS (Nasdaq: CATM)

 

Cardtronics is the trusted leader in financial self-service, enabling cash transactions at approximately 227,000 ATMs across 10 countries in North America, Europe, Asia-Pacific, and Africa.  Leveraging our unmatched scale, expertise and innovation, top-tier merchants and businesses of all sizes use our ATM solutions to drive growth, in-store traffic, and retail transactions.  Financial services providers rely on Cardtronics to deliver superior service at their own ATMs, on Cardtronics ATMs where they place their brand, and through Cardtronics’ Allpoint Network, the world’s largest surcharge-free ATM network, with over 55,000 locations.  As champions of cash, Cardtronics converts digital currency into physical cash, driving payments choice for businesses and consumers alike.

 

CONTACT INFORMATION

 

EVP - Treasurer
Brad Conrad
832-308-4000
ir@cardtronics.com

 

Corporate Communications Manager
Susannah Moore Griffin
832-308-4392
sgriffin@cardtronics.com

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This earnings release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended and are intended to be covered by the safe harbor provisions thereof. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company and there can be no assurance that future developments affecting the Company will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on its estimates for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and present expectations or projections. Risk factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and those set forth from time-to-time in other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements contained in this earnings release, which speak only as of the date of this earnings release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

 

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

 

In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, the Company presents the following non-GAAP

 

3


 

measures as a complement to financial results prepared in accordance with U.S. GAAP: Adjusted Gross Profit, Adjusted Gross Margin, EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Tax Rate, Adjusted Net Income per share, Adjusted Free Cash Flow, and certain other results presented on a constant-currency basis.  Management believes that the presentation of these measures and the identification of notable, non-cash, and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhance an investor’s understanding of the underlying trends in the Company’s business and provide for better comparability between periods in different years.  Management also believes that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in the Company’s industry to provide a baseline for evaluating and comparing our operating performance and, in the case of free cash flow, our liquidity results. Management uses these non-GAAP financial measures in managing and measuring the performance of the business, including setting and measuring incentive based compensation.

 

The non-GAAP financial measures presented herein should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures prepared in accordance with GAAP. Reconciliations of the non-GAAP financial measures used herein to the most directly comparable GAAP financial measures are presented in tabular form at the end of this earnings release.  In addition, the non-GAAP measures that are used by the Company are not defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies. Furthermore, the non-GAAP measures presented herein should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing or financing activities, or other income or cash flow measures contained within our financial statements.

 

Adjusted Gross Profit and Adjusted Gross Margin

 

Adjusted Gross Profit represents total revenues less the total cost of revenues, excluding depreciation, accretion, and amortization of intangible assets. Adjusted Gross Margin is calculated by dividing Adjusted Gross Profit by total revenues.

 

EBITDA, Adjusted EBITDA

 

EBITDA adds interest expense, income tax expense and depreciation and amortization to net income. Adjusted EBITDA excludes depreciation, accretion, and amortization of intangible assets as these amounts can vary substantially from company to company within the Company’s industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired. Adjusted EBITDA also excludes share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses, (if applicable in a particular period) certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’s obligations for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests.

 

Adjusted Net Income, Adjusted Net Income per Diluted Share and Adjusted Tax Rate

 

Adjusted Net Income represents net income computed in accordance with GAAP, before amortization of intangible assets, gains or losses on disposal and impairment of assets, share-based compensation expense, certain other expense amounts, acquisition and divestiture-related expenses, certain non-operating expenses, and (if applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). The non-GAAP tax rate used to calculate Adjusted Net Income was approximately 20.9% and 24.1% for the three and twelve months ended December 31, 2018, respectively, and 28.6% and 27.7% for the three and twelve months ended December 31, 2017, respectively. The non-GAAP tax rates represent the GAAP tax rate for the period as adjusted by the estimated tax impact of the items adjusted from the measure. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by weighted average diluted shares outstanding.

 

Adjusted Free Cash Flow

 

Adjusted Free Cash Flow is defined as cash provided by operating activities less the impact of changes in restricted cash due to the timing of settlements and less payments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Adjusted Free Cash Flow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principal payments on portions of the Company’s long-term debt.

 

4


 

Constant-Currency

 

Management calculates certain GAAP as well as non-GAAP measures on a constant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to the measures in the current reporting period. Management uses GAAP as well as non-GAAP measures on a constant-currency basis to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods.

 

5


 

Consolidated Statements of Operations

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands, excluding share, per share amounts, and percentages)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 

 

December 31, 

 

 

 

2018

 

2017

 

% Change

 

2018

 

2017

 

% Change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

(Unaudited)

 

(Audited)

 

 

 

Revenues: 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATM operating revenues

 

$

314,141

 

$

346,181

 

(9.3

)%

$

1,292,930

 

$

1,451,372

 

(10.9

)%

ATM product sales and other revenues

 

13,756

 

16,784

 

(18.0

)

52,313

 

56,227

 

(7.0

)

Total revenues

 

327,897

 

362,965

 

(9.7

)

1,345,243

 

1,507,599

 

(10.8

)

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below.)

 

208,256

 

222,123

 

(6.2

)

855,948

 

951,670

 

(10.1

)

Cost of ATM product sales and other revenues

 

10,307

 

12,779

 

(19.3

)

41,835

 

47,450

 

(11.8

)

Total cost of revenues

 

218,563

 

234,902

 

(7.0

)

897,783

 

999,120

 

(10.1

)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

45,926

 

42,686

 

7.6

 

170,490

 

174,237

 

(2.2

)

Redomicile-related expenses

 

 

 

n/m

 

 

782

 

(100.0

)

Restructuring expenses

 

1,052

 

2,111

 

(50.2

)

6,586

 

10,354

 

(36.4

)

Acquisition related expenses

 

558

 

3,579

 

(84.4

)

3,191

 

18,917

 

(83.1

)

Goodwill and intangible asset impairment

 

 

 

n/m

 

 

194,521

 

(100.0

)

Depreciation and accretion expense

 

32,746

 

33,353

 

(1.8

)

126,199

 

122,036

 

3.4

 

Amortization of intangible assets

 

12,648

 

12,443

 

1.6

 

52,911

 

57,866

 

(8.6

)

Loss on disposal and impairment of assets

 

2,290

 

7,105

 

(67.8

)

17,873

 

33,275

 

(46.3

)

Total operating expenses

 

95,220

 

101,277

 

(6.0

)

377,250

 

611,988

 

(38.4

)

Income (loss) from operations

 

14,114

 

26,786

 

(47.3

)

70,210

 

(103,509

)

(167.8

)

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

8,244

 

9,276

 

(11.1

)

35,429

 

35,036

 

1.1

 

Amortization of deferred financing costs and note discount

 

4,827

 

3,257

 

48.2

 

14,887

 

12,574

 

18.4

 

Redemption cost for early extinguishment of debt

 

6,408

 

 

n/m

 

6,408

 

 

n/m

 

Other expense (income)

 

697

 

5,254

 

(86.7

)

(627

)

3,524

 

(117.8

)

Total other expenses

 

20,176

 

17,787

 

13.4

 

56,097

 

51,134

 

9.7

 

(Loss) income before income taxes

 

(6,062

)

8,999

 

n/m

 

14,113

 

(154,643

)

n/m

 

Income tax expense (benefit)

 

48

 

(6,957

)

n/m

 

10,457

 

(9,292

)

n/m

 

Effective tax rate

 

(0.8

)%

(77.3

)%

 

 

74.1

%

6.0

%

 

 

Net (loss) income

 

(6,110

)

15,956

 

n/m

 

3,656

 

(145,351

)

n/m

 

Net (loss) income attributable to noncontrolling interests

 

(6

)

2

 

n/m

 

(20

)

(1

)

n/m

 

Net (loss) income attributable to controlling interests and available to common shareholders

 

$

(6,104

)

$

15,954

 

n/m

%

$

3,676

 

(145,350

)

n/m

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per common share — basic

 

$

(0.13

)

$

0.35

 

 

 

$

0.08

 

(3.19

)

 

 

Net (loss) income per common share — diluted

 

$

(0.13

)

$

0.35

 

 

 

$

0.08

 

(3.19

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

46,116,518

 

45,685,325

 

 

 

45,988,775

 

45,619,679

 

 

 

Weighted average shares outstanding — diluted

 

46,116,518

 

46,193,914

 

 

 

46,436,439

 

45,619,679

 

 

 

 

6


 

Condensed Consolidated Balance Sheets

As of December 31, 2018 and December 31, 2017

(In thousands)

 

 

 

December 31, 2018

 

December 31, 2017

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

39,940

 

$

51,370

 

Accounts and notes receivable, net

 

75,643

 

105,245

 

Inventory, net

 

11,392

 

14,283

 

Restricted cash

 

155,470

 

48,328

 

Prepaid expenses, deferred costs, and other current assets

 

84,386

 

96,106

 

Total current assets

 

366,831

 

315,332

 

Property and equipment, net

 

460,187

 

497,902

 

Intangible assets, net

 

150,847

 

209,862

 

Goodwill

 

749,144

 

774,939

 

Deferred tax asset, net

 

8,658

 

6,925

 

Prepaid expenses, deferred costs, and other noncurrent assets

 

51,677

 

57,756

 

Total assets

 

$

1,787,344

 

$

1,862,716

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of other long-term liabilities

 

$

20,266

 

$

31,370

 

Accounts payable and other accrued and current liabilities

 

408,470

 

351,180

 

Total current liabilities

 

428,736

 

382,550

 

Long-term liabilities:

 

 

 

 

 

Long-term debt

 

818,485

 

917,721

 

Asset retirement obligations

 

54,413

 

59,920

 

Deferred tax liability, net

 

41,198

 

37,130

 

Other long-term liabilities

 

67,740

 

75,002

 

Total liabilities

 

1,410,572

 

1,472,323

 

Shareholders’ equity

 

376,772

 

390,393

 

Total liabilities and shareholders’ equity

 

$

1,787,344

 

$

1,862,716

 

 

7


 

SELECTED BALANCE SHEET DETAIL:

 

Long-term debt:

 

December 31, 2018

 

December 31, 2017

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

 

 

Revolving credit facility

 

$

259,081

 

$

122,461

 

1.00% Convertible senior notes (1)

 

263,507

 

251,973

 

5.125% Senior notes (1)

 

 

248,038

 

5.50% Senior notes (1)

 

295,897

 

295,249

 

Total long-term debt

 

$

818,485

 

$

917,721

 

 


(1)         The 1.00% Convertible Senior Notes due 2020 with a face value of $287.5 million are presented net of the unamortized discount and capitalized debt issuance costs of $24.0 million and $35.5 million as of December 31, 2018 and December 31, 2017, respectively. In accordance with GAAP, the estimated fair value of the conversion feature within the Convertible Senior Notes was recorded as additional paid-in capital within equity at issuance. The Convertible Senior Notes are being accreted over the term of the notes to the full principal amount ($287.5 million). The 5.125% Senior Notes due 2022 with a face value of $250.0 million (“2022 Notes”) were all redeemed on December 19, 2018. The 2022 Notes are presented net of capitalized debt issuance costs of $2.0 million as of December 31, 2017. The 5.50% Senior Notes due 2025 with a face value of $300.0 million are presented net of capitalized debt issuance costs of $4.1 million and $4.8 million as of December 31, 2018 and December 31, 2017, respectively.

 

SELECTED CASH FLOW DETAIL:

 

Selected cash flow statement amounts:

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 

 

December 31, 

 

 

 

2018

 

2017

 

2018

 

2017

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Audited)

 

Net cash provided by operating activities

 

$

149,620

 

$

58,153

 

$

334,202

 

$

230,587

 

Net cash used in investing activities

 

(34,998

)

(32,716

)

(108,355

)

(628,742

)

Net cash (used in) provided by financing activities

 

(30,167

)

(35,860

)

(126,392

)

391,424

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

(3,458

)

4,979

 

(3,862

)

801

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

80,997

 

(5,444

)

95,593

 

(5,930

)

Cash, cash equivalents, and restricted cash as of beginning of period

 

114,413

 

105,261

 

99,817

 

105,747

 

Cash, cash equivalents, and restricted cash as of end of period

 

$

195,410

 

$

99,817

 

$

195,410

 

$

99,817

 

 

8


 

Reconciliation of Net (Loss) Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, and Adjusted Net Income

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands, excluding share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2018

 

2017

 

2018

 

2017

 

Net (loss) income attributable to controlling interests and available to common shareholders

 

$

(6,104

)

$

15,954

 

$

3,676

 

$

(145,350

)

Adjustments:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

8,244

 

9,276

 

35,429

 

35,036

 

Amortization of deferred financing costs and note discount

 

4,827

 

3,257

 

14,887

 

12,574

 

Redemption costs for early extinguishment of debt

 

6,408

 

 

6,408

 

 

Income tax expense (benefit)

 

48

 

(6,957

)

10,457

 

(9,292

)

Depreciation and accretion expense

 

32,746

 

33,353

 

126,199

 

122,036

 

Amortization of intangible assets

 

12,648

 

12,443

 

52,911

 

57,866

 

EBITDA 

 

$

58,817

 

$

67,326

 

$

249,967

 

$

72,870

 

 

 

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

Loss on disposal and impairment of assets

 

2,290

 

7,105

 

17,873

 

33,275

 

Other expense (income) (1)

 

697

 

5,254

 

(627

)

3,524

 

Noncontrolling interests (2)

 

7

 

(6

)

38

 

(25

)

Share-based compensation expense

 

5,033

 

4,422

 

15,660

 

14,395

 

Restructuring expenses (3)

 

1,052

 

2,111

 

6,586

 

11,136

 

Acquisition related expenses (4)

 

558

 

3,579

 

3,191

 

18,917

 

Goodwill and intangible asset impairment (5)

 

 

 

 

194,521

 

Adjusted EBITDA

 

$

68,454

 

$

89,791

 

$

292,688

 

$

348,613

 

Less:

 

 

 

 

 

 

 

 

 

Interest expense, net

 

8,244

 

9,276

 

35,429

 

35,036

 

Depreciation and accretion expense (6)

 

32,745

 

33,352

 

126,197

 

122,029

 

Adjusted pre-tax income

 

$

27,465

 

$

47,163

 

$

131,062

 

$

191,548

 

Income tax expense (7)

 

5,740

 

13,489

 

31,529

 

53,084

 

Adjusted Net Income

 

$

21,725

 

$

33,674

 

$

99,533

 

$

138,464

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income per share — basic

 

$

0.47

 

$

0.74

 

$

2.16

 

$

3.03

 

Adjusted Net Income per share — diluted

 

$

0.47

 

$

0.73

 

$

2.14

 

$

3.00

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

46,116,518

 

45,685,325

 

45,988,775

 

45,619,679

 

Weighted average shares outstanding — diluted

 

46,581,822

 

46,193,914

 

46,436,439

 

46,214,715

 

 


(1)         Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.

(2)         Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.

(3)         For the three and twelve months ended December 31, 2018 and 2017, expenses include employee severance and other costs incurred in conjunction with a corporate reorganization and cost reduction initiative. For the twelve months ended December 31, 2017, expenses also include amounts associated with the Company’s redomicile of its parent company to the U.K. that occurred on July 1, 2016.

(4)         Acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs. Expenses include employee severance and lease termination costs related to DCPayments acquisition integration in the twelve months ended December 31, 2017.

(5)         Goodwill and intangible asset impairments related to the Company’s Australia & New Zealand segment.

(6)         Amounts exclude a portion of the expenses incurred by one of its Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.

(7)         For the three and twelve months ended December 31, 2018, the non-GAAP tax rate used to calculate Adjusted Net Income was 20.9% and 24.1%, respectively, and 28.6% and 27.7% for the three and twelve months ended December 31, 2017, respectively, which represents the Company’s GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income.

 

9


 

Reconciliation of GAAP Revenue to Constant-Currency Revenue

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands, excluding percentages)

(Unaudited)

 

Consolidated revenue:

 

 

 

Three Months Ended

 

 

 

December 31, 

 

 

 

2018

 

2017

 

% Change

 

 

 

U.S.
GAAP

 

Foreign
Currency
Impact

 

Constant -
Currency

 

U.S.
GAAP

 

U.S.
GAAP

 

Constant -
Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATM operating revenues

 

$

314,141

 

$

6,572

 

$

320,713

 

$

346,181

 

(9.3

)%

(7.4

)%

ATM product sales and other revenues

 

13,756

 

170

 

13,926

 

16,784

 

(18.0

)

(17.0

)

Total revenues

 

$

327,897

 

$

6,742

 

$

334,639

 

$

362,965

 

(9.7

)%

(7.8

)%

 

 

 

Twelve Months Ended

 

 

 

December 31, 

 

 

 

2018

 

2017

 

% Change

 

 

 

U.S.
GAAP

 

Foreign
Currency
Impact

 

Constant -
Currency

 

U.S.
GAAP

 

U.S.
GAAP

 

Constant -
Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATM operating revenues

 

$

1,292,930

 

$

(10,446

)

$

1,282,484

 

$

1,451,372

 

(10.9

)%

(11.6

)%

ATM product sales and other revenues

 

52,313

 

(273

)

52,040

 

56,227

 

(7.0

)

(7.4

)

Total revenues

 

$

1,345,243

 

$

(10,719

)

$

1,334,524

 

$

1,507,599

 

(10.8

)%

(11.5

)%

 

Reconciliation of Gross Profit Inclusive of Depreciation, Accretion, and Amortization of Intangible Assets to Adjusted Gross Profit

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands, excluding percentages)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 

 

December 31, 

 

 

 

2018

 

2017

 

2018

 

2017

 

Total revenues

 

$

327,897

 

$

362,965

 

$

1,345,243

 

$

1,507,599

 

Total cost of revenues (1)

 

218,563

 

234,902

 

897,783

 

999,120

 

Total depreciation, accretion, and amortization of intangible assets excluded from total cost of revenues

 

36,579

 

36,093

 

145,716

 

148,004

 

Gross profit inclusive of depreciation, accretion, and amortization of intangible assets

 

$

72,755

 

$

91,970

 

$

301,744

 

$

360,475

 

Gross Margin (inclusive of depreciation, accretion, and amortization of intangible assets)

 

22.2

%

25.3

%

22.4

%

23.9

%

Total depreciation, accretion, and amortization of intangible assets excluded from gross profit

 

$

36,579

 

$

36,093

 

$

145,716

 

$

148,004

 

Adjusted Gross Profit exclusive of depreciation, accretion, and amortization of intangible assets

 

$

109,334

 

$

128,063

 

$

447,460

 

$

508,479

 

Adjusted Gross Margin (exclusive of depreciation, accretion, and amortization of intangible assets)

 

33.3

%

35.3

%

33.3

%

33.7

%

 


(1)         The Company presents the Total cost of revenues in the Company’s Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets.

 

10


 

Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non-GAAP basis to Constant-Currency

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands, excluding per share amounts and percentages)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

December 31, 

 

 

 

2018

 

2017

 

% Change

 

 

 

Non -
 GAAP (1)

 

Foreign
Currency
Impact

 

Constant -
Currency

 

Non -
GAAP (1)

 

Non -
GAAP (1)

 

Constant -
Currency

 

Adjusted EBITDA

 

$

68,454

 

$

1,548

 

$

70,002

 

$

89,791

 

(23.8

)%

(22.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

$

21,725

 

$

683

 

$

22,408

 

$

33,674

 

(35.5

)%

(33.5

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income per share — diluted (2)

 

$

0.47

 

$

0.01

 

$

0.48

 

$

0.73

 

(35.6

)%

(34.2

)%

 

 

 

Twelve Months Ended

 

 

 

December 31, 

 

 

 

2018

 

2017

 

% Change

 

 

 

Non -
GAAP (1)

 

Foreign
Currency
Impact

 

Constant -
Currency

 

Non -
GAAP (1)

 

Non -
GAAP (1)

 

Constant -
Currency

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

292,688

 

$

(3,469

)

$

289,219

 

$

348,613

 

(16.0

)%

(17.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

$

99,533

 

$

(1,406

)

$

98,127

 

$

138,464

 

(28.1

)%

(29.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income per share — diluted (2)

 

$

2.14

 

$

(0.03

)

$

2.11

 

$

3.00

 

(28.7

)%

(29.7

)%

 


(1)         As reported on the Company’s Reconciliation of Net (Loss) Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, and Adjusted Net Income, see Disclosure of Non-GAAP Financial Information in this earnings release for further discussion.

(2)         Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of 46,581,822 and 46,193,914 for the three months ended December 31, 2018 and 2017, respectively, and 46,436,439 and 46,214,715 for the twelve months ended December 31, 2018 and 2017, respectively. Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive GAAP Net Income.

 

11


 

Reconciliation of Adjusted Free Cash Flow

For the Three and Twelve Months Ended December 31, 2018 and 2017

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31, 

 

December 31, 

 

 

 

2018

 

2017

 

2018

 

2017

 

Net cash provided by operating activities

 

$

149,620

 

$

58,152

 

$

334,202

 

$

230,587

 

Restricted cash settlement activity (1) 

 

(83,385

)

(4,544

)

(109,093

)

(12,695

)

Adjusted net cash provided by operating activities

 

66,235

 

53,608

 

225,109

 

217,892

 

Net cash used in investing activities, excluding acquisitions (2)

 

(33,848

)

(32,716

)

(107,205

)

(144,140

)

Adjusted free cash flow

 

$

32,387

 

$

20,892

 

$

117,904

 

$

73,752

 

 


(1)         Restricted cash settlement activity represents the change in the Company’s restricted cash excluding the portion of the change that is attributable to foreign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in the Company’s Consolidated Statements of Cash Flows.

(2)         Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other assets. Additionally, capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts.

 

12


 

Reconciliation of Estimated Net Income to EBITDA, Adjusted EBITDA, and Adjusted Net Income

For the Year Ending December 31, 2019

(In millions, excluding per share amounts)

(Unaudited)

 

 

 

Estimated Range
Full Year 2019 (1)

 

Net Income

 

$

22.4

 

$

24.9

 

Adjustments:

 

 

 

 

 

Interest expense, net

 

26.5

 

27.5

 

Amortization of deferred financing costs and note discount

 

13.0

 

13.0

 

Income tax expense

 

15.6

 

19.6

 

Depreciation and accretion expense

 

139.0

 

141.0

 

Amortization of intangible assets

 

49.0

 

49.0

 

EBITDA 

 

$

265.5

 

$

275.0

 

 

 

 

 

 

 

Add Back:

 

 

 

 

 

Share-based compensation expense

 

19.5

 

20.0

 

Adjusted EBITDA

 

$

285.0

 

$

295.0

 

Less:

 

 

 

 

 

Interest expense, net

 

26.5

 

27.5

 

Depreciation and accretion expense

 

139.0

 

141.0

 

Income tax expense (2)

 

28.7

 

30.4

 

Adjusted Net Income

 

$

90.8

 

$

96.1

 

 

 

 

 

 

 

Adjusted Net Income per share — diluted

 

$

1.94

 

$

2.05

 

 

 

 

 

 

 

Weighted average shares outstanding — diluted

 

46.9

 

46.9

 

 


(1)         See Disclosure of Non-GAAP Financial Information in this earnings release for definitions of the non-GAAP measures included in this table.

(2)         Calculated using the Company’s estimated non-GAAP tax rate of approximately 24% as adjusted for items excluded from Adjusted Net Income, see Disclosure of Non-GAAP Financial Information in this earnings release for further discussion.

 

Cardtronics is a registered trademark of Cardtronics plc and its subsidiaries.

All other trademarks are the property of their respective owners.

 

###

 

13


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