NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation and Summary of Significant Accounting Policies
(a) Description of Business
Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company” or "Cardtronics"), provides convenient automated financial related services to consumers through its global network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of December 31, 2020, Cardtronics was the world’s largest ATM owner/operator, providing services in North America, Europe and Africa, and Australia and New Zealand. The Company evaluates, oversees and manages the financial performance of the business through these three operating segments, further described in Note 22. Segment Information.
The Company’s revenues are generally recurring in nature and historically have been derived primarily from convenience transaction fees (or "surcharge"), which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable electronic funds transfer ("EFT") network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees from financial institutions that participate in the Company's Allpoint network ("Allpoint"), the world's largest retail-based surcharge-free ATM network (based on the number of participating ATMs), (ii) fees for bank-branding ATMs and providing financial institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services (solutions and transaction processing services) to retailers and financial institutions, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion (“DCC”), and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services. See Note 3. Revenue Recognition for additional information related to revenue streams and policy.
On January 25, 2021, the Company entered into a definitive agreement to be acquired by NCR Corporation (“NCR”) for $39.00 per share in cash (the “NCR Transaction”). This announcement followed the Company's delivery of a notice to terminate its previously announced definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of Apollo Management, L.P., dated as of December 15, 2020, pursuant to which the Company would have been acquired by Catalyst for $35.00 per share in cash, in accordance with the terms of such agreement. The proposed transaction with NCR is subject to the satisfaction of customary closing conditions, including approval by the Company's shareholders and receipt of regulatory approvals. It is expected that, subject to the satisfaction or waiver of all relevant conditions, the proposed transaction will be completed in mid-year 2021. As of December 31, 2020, the Company has incurred $8.8 million of costs related to the proposed acquisition of the Company, including investment banking, legal and professional fees, and certain other administrative expenses presented in the Acquisition related expenses line on the Consolidated Statements of Operations. See Note 24. Subsequent Events.
(b) Basis of Presentation and Consolidation
The consolidated financial statements include the accounts of the Company. 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, S.A. de C.V.; thus this entity is reflected as a consolidated subsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests.
In management’s opinion, all normal recurring adjustments necessary for a fair presentation of the Company’s current and prior period results have been made.
(c) Use of Estimates in the Preparation of the Consolidated Financial Statements
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 this Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the carrying amount of intangibles, long-lived asset impairments, goodwill, asset retirement obligations (“ARO”), acquisition related contingent consideration liability, and valuation allowances for receivables, inventories, and deferred income tax assets. Additionally, the Company is required to
make estimates and assumptions related to the valuation of its derivative instruments and share-based compensation. Actual results could differ from those estimates and these differences could be material to the consolidated financial statements.
(d) Cost of ATM Operating Revenues Presentation
The Company presents the Cost of ATM operating revenues in the accompanying Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets.
The following table reconciles the amounts excluded from the Cost of ATM operating revenues line in the Consolidated Statements of Operations to total depreciation, accretion, and amortization of intangible assets included in the Consolidated Statements of Operations for the periods presented:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Depreciation and accretion expenses related to ATMs and ATM-related assets
|
$
|
101,241
|
|
|
$
|
97,124
|
|
|
$
|
92,805
|
|
Amortization of intangible assets
|
31,874
|
|
|
49,261
|
|
|
52,911
|
|
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues
|
133,115
|
|
|
146,385
|
|
|
145,716
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|
Depreciation and accretion expense included in Selling, general, and administrative expenses
|
31,969
|
|
|
33,552
|
|
|
33,394
|
|
Total depreciation, accretion and amortization of intangible assets
|
$
|
165,084
|
|
|
$
|
179,937
|
|
|
$
|
179,110
|
|
(e) Restructuring Expenses
During 2020, the Company implemented cost reduction initiatives intended to improve its cost structure and operating efficiency partly in response to the impacts of the COVID-19 pandemic (the "Pandemic"). During the years ended December 31, 2020, 2019, and 2018, the Company incurred $9.4 million, $8.9 million and $6.6 million, respectively, of pre-tax expenses related to its restructuring plans. These restructuring activities included costs incurred in conjunction with facilities closures, workforce reductions, professional fees and other related charges.
The following tables reflect the amounts recorded in the Restructuring expenses line in the accompanying Consolidated Statements of Operations for the periods presented:
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Year Ended December 31,
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2020
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2019
|
|
2018
|
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(In thousands)
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Europe & Africa
|
$
|
7,325
|
|
|
$
|
3,828
|
|
|
$
|
1,646
|
|
North America
|
1,665
|
|
|
1,226
|
|
|
3,597
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|
Corporate
|
338
|
|
|
3,874
|
|
|
1,343
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|
Australia & New Zealand
|
115
|
|
|
—
|
|
|
—
|
|
Total restructuring expenses
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$
|
9,443
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|
|
$
|
8,928
|
|
|
$
|
6,586
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
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Facilities closures
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$
|
7,030
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|
|
$
|
2,562
|
|
|
$
|
634
|
|
Severance and benefits
|
2,204
|
|
|
2,899
|
|
|
5,952
|
|
Professional fees and other costs
|
209
|
|
|
3,467
|
|
|
—
|
|
Total restructuring expenses
|
$
|
9,443
|
|
|
$
|
8,928
|
|
|
$
|
6,586
|
|
The costs incurred in Europe & Africa for the years ended December 31, 2020, 2019 and 2018 included facility related costs consisting of non-cash asset write-offs, accelerated lease expenses as well as amounts pertaining to workforce reductions. The costs incurred in North America and Australia & New Zealand for the years ended December 31, 2020, 2019 and 2018 primarily related to workforce reductions. The costs incurred in Corporate for the years ended December 31, 2020, 2019 and 2018 consisted of professional fees and workforce reductions. The restructuring liability balances as of December 31, 2020 and 2019 were approximately $2.2 million and $1.1 million, respectively, presented within the Accrued liabilities line in the accompanying Consolidated Balance Sheets. These amounts exclude liabilities associated with exited facilities that remain classified in the Company's current and noncurrent operating lease liabilities, in accordance with Accounting Standards Codification ("ASC") 842, Leases.
(f) Cash, Cash Equivalents, and Restricted Cash
For purposes of reporting financial condition, cash and cash equivalents include cash in bank and short-term deposit accounts and physical cash. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a liability. Restricted cash largely consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. Restricted cash in current assets is offset by a corresponding liability balance in the Accrued liabilities line in the Consolidated Balance Sheets. The changes in the settlement liabilities corresponding to the changes in the balance of restricted cash during the years ended 2020, 2019, and 2018 are presented in the Statements of Cash Flows within the Increase (decrease) in restricted cash liabilities line.
The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as of December 31, 2020, 2019, and 2018, corresponding with the balances reflected on the accompanying Consolidated Statements of Cash Flows.
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December 31,
|
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2020
|
|
2019
|
|
2018
|
|
(In thousands)
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Cash and cash equivalents
|
$
|
174,242
|
|
|
$
|
30,115
|
|
|
$
|
39,940
|
|
Restricted cash
|
137,353
|
|
|
87,354
|
|
|
155,470
|
|
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows
|
$
|
311,595
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|
|
$
|
117,469
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|
|
$
|
195,410
|
|
(g) ATM Cash Management Program
The Company relies on arrangements with various banks to provide the cash that it uses to fill its Company-owned, and in some cases merchant-owned and managed services ATMs. The Company refers to such cash as “vault cash”. The Company pays a monthly rental fee based on the average outstanding vault cash balance, as well as fees related to the bundling and preparation of such cash prior to it being loaded in the ATMs. At all times, beneficial ownership of the cash is retained by the vault cash providers and the Company has no right or access to the cash except for the ATMs that are serviced by the Company’s wholly-owned cash-in-transit operations in the U.K. While the U.K. cash-in-transit operations have physical access to the cash loaded in the ATMs, beneficial ownership of that cash remains with the vault cash provider at all times. The Company’s vault cash arrangements expire at various times through December 2025. Based on the foregoing, the ATM vault cash, and the related obligations, are not reflected in the consolidated financial statements. The average outstanding vault cash balance in the Company’s ATMs for the years ended December 31, 2020 and 2019 was approximately $4.0 billion and $3.2 billion, respectively.
(h) Accounts and Notes Receivable, net
Accounts and notes receivable are comprised of amounts due from the Company’s clearing and settlement banks for transaction revenues earned on transactions processed during the month ending on the balance sheet date, as well as receivables from surcharge-free network customers, bank-branding and network-branding customers, managed services customers and for ATMs and ATM-related equipment sales and service. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. On January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related amendments (collectively, "Topic 326"), via a cumulative-effect adjustment to opening retained earnings. Topic 326 replaced the incurred loss impairment model under which credit losses were recognized when probable.
The allowance for credit losses represents the Company’s best estimate of the future expected credit losses on the Company's existing accounts and notes receivable. The Company assessed the likelihood of collection of its receivables utilizing historical loss rates and current market conditions that included the estimated impact of the COVID-19 pandemic. Refer to Note 2. New Accounting Pronouncements for additional information on the development of the Company's estimate of expected credit losses.
The Company recorded a provision for estimated credit losses of $1.3 million during the year ended December 31, 2020. The Company recognized bad debts expense of $1.8 million and $0.7 million in the years ended December 31, 2019 and 2018, respectively. As of December 31, 2020, approximately 71% of the Accounts and notes receivable balance was current and not yet due.
(i) Inventory, net
The Company’s inventory is determined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts the carrying values to the lower of cost or net realizable value.
The following table reflects the Company’s primary inventory components:
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December 31, 2020
|
|
December 31, 2019
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(In thousands)
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ATMs
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$
|
1,837
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|
|
$
|
3,425
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ATM spare parts and supplies
|
6,525
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|
|
8,478
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Total inventory
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8,362
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|
|
11,903
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Less: Inventory reserves
|
(1,764)
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|
|
(1,285)
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Inventory, net
|
$
|
6,598
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|
|
$
|
10,618
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(j) Property and Equipment, net
Property and equipment are stated at cost and depreciation is calculated using the straight-line method over estimated useful lives ranging from three to ten years. Most new ATMs are depreciated over eight years and most refurbished ATMs and installation-related costs are depreciated over five years, all on a straight-line basis. Leasehold improvements are depreciated over the useful life of the asset or the lease term, whichever is shorter.
Also reported in property and equipment are ATMs and the associated equipment the Company has acquired for future installation or has temporarily removed from service and plans to re-deploy. Significant refurbishment costs that extend the useful life of an asset, or enhance its functionality, are capitalized and depreciated over the estimated remaining life of the improved asset. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
In most of the Company’s markets, maintenance services on ATMs are generally performed by third-party service providers and are generally incurred as a fixed fee per month per ATM. In the U.K., Australia, Canada, and South Africa, maintenance services are, to differing degrees, performed by in-house technicians as well. In all cases, maintenance costs are expensed as incurred.
Included within property and equipment are also costs associated with internally-developed technology assets and implementation costs associated with the Company's enterprise resource planning ("ERP") system. The Company capitalizes certain internal and external costs associated with developing new or enhanced products and technology that are expected to benefit multiple future periods through enhanced revenues and/or cost savings and efficiencies. Internally developed projects are placed into service and depreciation is commenced once available for use. These projects are generally depreciated on a straight-line basis over estimated useful lives of three to nine years.
Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $131.3 million, $129.1 million, and $124.3 million, respectively.
(k) Intangible Assets Other Than Goodwill
The Company’s intangible assets include merchant and bank-branding contracts/relationships acquired in connection with business acquisitions and asset acquisitions of ATMs and ATM-related assets (i.e., the right to receive future cash flows related to transactions occurring at these ATM locations). They also include exclusive license agreements and site acquisition costs (i.e., the right to be the exclusive ATM provider at specific ATM locations), trade names, technology, non-compete agreements, and deferred financing costs relating to the Company’s revolving credit facility.
The estimated fair value of the merchant and bank-branding contracts/relationships within each acquired portfolio is determined based on the estimated net cash flows and useful lives of the underlying merchant or bank-branding contracts/relationships, including expected renewals. The contracts/relationships comprising each acquired portfolio are typically similar in nature with respect to the underlying contractual terms and conditions. Accordingly, the Company generally pools such acquired contracts/relationships into a single intangible asset, by acquired portfolio, for purposes of computing the related amortization expense. The Company amortizes such intangible assets on a straight-line basis over the estimated useful lives of the portfolios to which the assets relate. The estimated useful life of each portfolio is determined based on the weighted average lives of the expected cash flows associated with the underlying contracts/relationships comprising the portfolio and takes into consideration expected renewal rates and the terms and significance of the underlying contracts/relationships themselves. Costs incurred by the Company to renew or extend the term of a contract/relationship intangible are expensed as incurred, except for any direct payments made to the merchants, which are set up as prepaid merchant fees. Certain acquired merchant and bank-branding contracts/relationships may have unique attributes, such as significant contractual terms or value, and in such cases, the Company will separately account for these contracts/relationships in order to better assess the value and estimated useful lives of the underlying contracts/relationships.
The Company tests its acquired merchant and bank-branding contract/relationship assets for impairment, on an individual contract/relationship basis for the Company’s significant contracts/relationships, and on a portfolio basis for all other acquired contracts/relationships. If, subsequent to the acquisition date, circumstances indicate that a shorter estimated useful life is warranted for an acquired portfolio or an individual contract/relationship as a result of changes in the expected future cash flows, then the individual contract/relationship or portfolio’s remaining estimated useful life and related amortization expense are adjusted accordingly on a prospective basis.
Whenever events or changes in circumstances indicate that an intangible asset may be impaired, the Company evaluates the recoverability of the intangible asset and related ATMs, if applicable, by measuring the related carrying amounts against the estimated undiscounted future cash flows associated with the related assets or portfolio of assets. Should the sum of the expected future net cash flows be less than the carrying values of the intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs and intangible assets exceeded the calculated fair value.
Certain prepayments of merchant fees paid in the ordinary course of business also give rise to exclusive license agreements. These prepayments are not a result of a business combination and therefore are not classified as an identifiable intangible asset. Instead, these prepaid merchant fees are carried in current and non-current deferred costs and are amortized over the life of the respective agreement through the Cost of ATM operating revenues line in the accompanying Consolidated Statements of Operations. During the years ended December 31, 2020, 2019, and 2018, the amortization related to these prepaid merchant fees was $11.1 million, $10.6 million, and $11.7 million, respectively.
(l) Goodwill
Included within the Company’s assets are goodwill balances that have been recognized in conjunction with the purchase accounting for completed business combinations. Under U.S. GAAP, goodwill is not amortized but is evaluated periodically for impairment. The Company performs this evaluation annually as of December 31, or more frequently if there are indicators that
suggest the fair value of a reporting unit may be below its carrying value. It has been the Company's practice to initially assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment. If necessary, quantitative evaluations are performed at a reporting unit level. However, given the Company's statutory accounting and reporting obligations and the passage of time since the Company's last quantitative test, the Company elected to perform a quantitative test at December 31, 2020.
The Company's reporting units have been determined based on several factors, including (i) whether or not the group has any recorded goodwill, (ii) the availability of discrete financial information, and (iii) how business unit performance is measured and reported. The Company has identified seven separate reporting units for its goodwill assessments: (i) the U.S. and Puerto Rico operations, (ii) the Canada operations, (iii) the Mexico operations, (iv) the U.K. operations, (v) the Germany operations, (vi) the South Africa operations, and (vii) the Australia and New Zealand operations. There was no goodwill associated with the Spain or Ireland operations as of December 31, 2020.
When estimating the fair value of a reporting unit in a quantitative goodwill impairment test, the Company uses an income approach that incorporates both management’s views and those of the market. The Company prepares a discounted cash flow model to estimate the fair value and reconciles the resulting fair values to its market capitalization plus an estimated control premium. In the event of an impairment, the Company has historically utilized the fair value derived from a pure discounted cash flow model as the basis for a recognized impairment loss, comparing the fair value of a reporting unit with its carrying amount and, if applicable, recording an impairment in the amount by which the carrying amount exceeds the fair value.
Goodwill Impairment Evaluation as of December 31, 2020
For the quantitative assessment prepared as of December 31, 2020, the Company prepared a current 5-year cash flow forecast for each reporting unit and utilized discount rates ranging from 8.8% to 13.2%. Based on the results of the quantitative assessment, the Company determined that the carrying value of its reporting units exceeded their fair value.
As of December 31, 2020, the majority of the Company’s reporting units were determined to have fair values significantly in excess of their carrying values. However, the Company recognized a goodwill impairment of $7.3 million in 2019 to reduce the carrying amount of its Canada reporting unit to its fair value. As of December 31, 2020, the Canada reporting unit goodwill was $106.3 million and the fair value of the Canada reporting unit exceeded its carrying value by approximately 14%. To the extent that the Company is unable to perform in accordance with current projections, including the estimated impact of the Pandemic and certain efficiencies and marginally improved cash flows in the future, further impairment charges are possible.
All of the assumptions utilized in performing qualitative and quantitative assessments of reporting unit fair value are inherently uncertain and require significant judgment on the part of the Company. To the extent that the Company is unable to perform in accordance with its projections, further impairment charges are possible.
(m) Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes, which are based on temporary differences between the amount of taxable income and income before provision for income taxes and between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are reported in the consolidated financial statements at current income tax rates. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As the ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible, the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In the event the Company does not believe it is more likely than not that it will be able to utilize the related tax benefits associated with deferred tax assets, valuation allowances will be recorded to reserve for the assets, see Note 20. Income Taxes.
(n) Asset Retirement Obligations (“ARO”)
The Company estimates the fair value of future ARO expenditures associated with the costs to deinstall its ATMs, and in some cases, restore the ATM sites to their original condition. ARO estimates are based on a number of assumptions, including: (i) the types of ATMs that are installed, (ii) the relative mix where the ATMs are installed (i.e., whether such ATMs are located in single-merchant locations or in locations associated with large, geographically-dispersed retail chains), (iii) whether the Company will ultimately be required to refurbish the merchant store locations upon the removal of the related ATMs, and (iv) the timing of the estimated ARO payments. The Company recognizes the fair value of future ARO expenditures as a liability on a pooled basis based on the estimated deinstallation dates in the period in which it is incurred and can be reasonably estimated. The Company’s fair value estimates of liabilities for ARO’s generally involve discounted future cash flows based on the historical experience of deinstallation. ARO costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s estimated useful life, which is based on the average time period that an ATM is installed in a location before being deinstalled. Subsequent to recognizing the initial liability, the Company recognizes an ongoing expense for changes in such liabilities due to the passage of time (i.e., accretion expense), which is recorded in the Depreciation and accretion expense line in the accompanying Consolidated Statements of Operations. As the liability is not revalued on a recurring basis, it is periodically reviewed for reasonableness based on current machine count and updated cost estimates to deinstall ATMs. Upon settlement of the liability, the Company recognizes a gain or loss for any difference between the settlement amount and the liability recorded, which is recorded in the Depreciation and accretion expense line in the accompanying Consolidated Statements of Operations. For additional information related to the Company’s AROs, see Note 12. Asset Retirement Obligations.
(o) Share-Based Compensation
The Company calculates the fair value of share-based awards to its Board of Directors (the “Board”) and employees on the date of grant and recognizes the calculated fair value, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. For additional information related to the Company’s share-based compensation, see Note 4. Share-Based Compensation.
(p) Derivative Financial Instruments
The Company utilizes derivative financial instruments to hedge its exposure to changing interest rates related to the Company’s ATM cash management activities, its exposure to changing interest rates on its revolving credit facility and term loan facility and, on a limited basis, the Company’s exposure to foreign currency transactions. The Company does not enter into derivative transactions for speculative or trading purposes, although circumstances may subsequently change the designation of its derivatives to economic hedges.
The Company records derivative instruments at fair value in the accompanying Consolidated Balance Sheets. These derivatives, which consist of interest rate swap, interest rate caps and foreign currency forward contracts, are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. The majority of the Company’s derivative instruments have been accounted for as cash flow hedges, and accordingly, changes in the fair values of such derivatives have been reported in the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets. For additional information related to the Company’s derivative financial instruments, see Note 16. Derivative Financial Instruments.
(q) Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. U.S. GAAP does not require the disclosure of the fair value of lease financing arrangements and non-financial instruments, including intangible assets such as goodwill and the Company’s merchant and bank-branding contracts/relationships. For additional information related to the Company’s fair value evaluation of its financial instruments, see Note 18. Fair Value Measurements.
(r) Foreign Currency Exchange Rate Translation
As a result of its global operations, the Company is exposed to market risk from changes in foreign currency exchange rates. The functional currencies of these international subsidiaries are their respective local currencies. The results of operations of the Company’s international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments to assets and liabilities have been reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets.
The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested in the corresponding country of origin 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 those subsidiaries or on the foreign currency translation adjustment amounts.
(s) Advertising Costs
Advertising costs are expensed as incurred and totaled $2.6 million, $4.2 million and $4.2 million during the years ended December 31, 2020, 2019, and 2018, respectively, and are reported in the Selling, general, and administrative expenses line in the accompanying Consolidated Statements of Operations.
(t) Working Capital Deficit
The Company’s surcharge and interchange revenues are typically collected in cash on a daily basis or within a short period of time subsequent to the end of each month. However, the Company typically pays its vendors on 30 day terms and is not required to pay certain merchants until 20 days after the end of each calendar month. As a result, the Company will typically utilize the excess available cash flow to reduce outstanding borrowings and to fund investments and capital expenditures. Accordingly, it is not uncommon for the Company’s balance sheets to reflect a working capital deficit position. The Company considers such a presentation to be a normal part of its ongoing operations.
(u) Contingencies
The Company evaluates its accounting and disclosures for contingencies on a recurring basis in accordance with U.S. GAAP. An estimated loss from a loss contingency is accrued when it is both probable of occurring and the amount can be reasonably estimated. A contingency that might result in a gain is generally not reflected in the financial statements until realized. For additional information on contingencies, see Note 19. Commitments and Contingencies.
(v) Acquisitions of Third Parties
The Company generally recognizes assets acquired and liabilities assumed in business combinations, including contingent liabilities, based on fair value estimates as of the date of acquisition.
In certain acquisitions, the Company agrees to pay additional amounts to sellers contingent upon achievement by the acquired businesses of certain negotiated goals, such as agreed-upon earnings targets. For the acquisition of Spark ATM Systems Pty Ltd. ("Spark") completed in 2017, the Company recognized liabilities for these contingent obligations based on their estimated fair value at the date of acquisition with any differences between the acquisition-date fair value and the ultimate settlement of the obligations being recognized as an adjustment to Other income, net on the Consolidated Statements of Operations. For additional information related to the Company’s acquisition related contingent consideration and fair value estimates, see Note 18. Fair Value Measurements and Note 19. Commitments and Contingencies.
There were no acquisitions of third parties during the year ending December 31, 2020. In May 2019, the Company paid $9.1 million to acquire ATM processing contracts associated with approximately 62,000 ATMs. For the year ended December 31, 2018, costs included in the Acquisition related expenses line on the Consolidated Statements of Operations included acquisition and integration related professional fees, employee severance, and lease termination costs related to certain operations of DirectCash Payments, Inc., which was acquired in January 2017.
(2) New Accounting Pronouncements
Adoption of New Accounting Pronouncements
Current Expected Credit Losses. On January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related amendments (collectively, "Topic 326"), via a cumulative-effect adjustment to opening retained earnings. Topic 326 replaced the incurred loss impairment model under which credit losses were recognized when probable. The new guidance requires recognition of credit losses when expected based on a broad range of information, including historical experience and current economic conditions. To implement the standard, the Company applied an aging based methodology using historic loss experience and aging categories. Where necessary, the Company segregated receivables into pools with common characteristics. In addition, where appropriate and where the available information indicated that losses would be minimal, an estimated loss rate was applied. In all cases, losses are recognized when expected. The Company holds no material financing receivables and no other financial instruments measured at amortized cost. The Company's adoption of Topic 326 had the following impact on the Company’s consolidated financial statements:
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|
December 31, 2019
|
|
|
|
Topic 326 Adoption
|
|
|
January 1, 2020
|
|
|
As Reported
|
|
|
|
|
|
|
As Adjusted
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and notes receivable
|
$
|
101,046
|
|
|
|
|
$
|
—
|
|
|
|
$
|
101,046
|
|
|
Allowance for credit losses
|
(5,251)
|
|
|
|
|
(2,337)
|
|
|
|
(7,588)
|
|
|
Accounts and notes receivable, net
|
$
|
95,795
|
|
|
|
|
$
|
(2,337)
|
|
|
|
$
|
93,458
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset, net
|
$
|
13,159
|
|
|
|
|
$
|
466
|
|
|
|
$
|
13,625
|
|
|
Retained earnings
|
$
|
125,763
|
|
|
|
|
$
|
(1,871)
|
|
|
|
$
|
123,892
|
|
|
Fair Value Measurement. In January 2020, the Company adopted ASU 2018-13, Disclosure Framework (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement. This guidance modified the disclosure requirements for fair value measurements. The Company's adoption of these disclosure requirements had no impact on the Company's consolidated financial statements.
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of this guidance has had no impact on the consolidated financial statements as the Company has not yet modified any of the existing contracts in response to the reference rate reform. The impact of this ASU will ultimately depend on the terms of any future contract modification related to a change in reference rate, including potential future modifications to the Company's debt facilities, vault cash agreements and cash flow hedges.
On March 2, 2020, the SEC finalized Release No. 33-10762 which made significant changes to its disclosure requirements relating to registered securities that are guaranteed. The disclosure requirements, as amended, are generally effective for filings on or after January 4, 2021, with early adoption permitted. In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, to amend and supersede various SEC paragraphs to reflect the disclosure changes in the SEC release. The new rules, adopted early by the Company in conjunction with its Form 10-Q for the period ended March 31, 2020, changed the form and content of the guarantor financial information disclosures, requiring summarized financial information only as of and for the most recently completed fiscal year and subsequent year-to-date interim period, if certain conditions are met.
Accounting Pronouncements Issued But Not Yet Adopted
In October 2020, FASB issued ASU 2020-10, Codification Improvements, which clarifies application of guidance to a wide variety of topics in the Accounting Standard Codification. The guidance also includes amendments to improve the codification by ensuring that all guidance that requires or provides an option for an entity to disclose information in the notes to the financial statements is codified in the disclosure section of the respective codification and to clarify guidance so that entities can apply guidance more consistently where the original guidance may have been unclear. The ASU is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company is currently evaluating the impact of this clarified guidance on the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intra-period allocations and calculating income taxes in interim periods. The ASU also adds guidance intended to reduce complexity in certain areas, including recognizing deferred taxes for certain changes in the tax basis of goodwill and allocating taxes to members of a consolidated group. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted including adoption in an interm period. The Company is currently evaluating the impact of this new guidance on the Company’s consolidated financial statements.
Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its consolidated financial statements.
(3) Revenue Recognition
Disaggregated Revenues
The following tables detail the revenues of the Company’s reportable segments disaggregated by financial statement line and component of revenue:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
(In thousands)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
Surcharge revenues
|
$
|
272,448
|
|
|
$
|
99,107
|
|
|
$
|
54,246
|
|
|
$
|
—
|
|
|
$
|
425,801
|
|
Interchange revenues
|
120,587
|
|
|
150,726
|
|
|
—
|
|
|
—
|
|
|
271,313
|
|
Bank-branding and surcharge-free network revenues
|
228,845
|
|
|
1,462
|
|
|
—
|
|
|
—
|
|
|
230,307
|
|
Managed services and processing revenues
|
95,571
|
|
|
7,027
|
|
|
16,706
|
|
|
(5,946)
|
|
|
113,358
|
|
Total ATM operating revenues
|
717,451
|
|
|
258,322
|
|
|
70,952
|
|
|
(5,946)
|
|
|
1,040,779
|
|
|
|
|
|
|
|
|
|
|
|
ATM product sales and other revenues
|
44,702
|
|
|
7,624
|
|
|
894
|
|
|
—
|
|
|
53,220
|
|
Total revenues
|
$
|
762,153
|
|
|
$
|
265,946
|
|
|
$
|
71,846
|
|
|
$
|
(5,946)
|
|
|
$
|
1,093,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
(In thousands)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
Surcharge revenues
|
$
|
357,323
|
|
|
$
|
164,606
|
|
|
$
|
79,880
|
|
|
$
|
—
|
|
|
$
|
601,809
|
|
Interchange revenues
|
138,557
|
|
|
212,531
|
|
|
—
|
|
|
—
|
|
|
351,088
|
|
Bank-branding and surcharge-free network revenues
|
203,533
|
|
|
958
|
|
|
—
|
|
|
—
|
|
|
204,491
|
|
Managed services and processing revenues
|
104,542
|
|
|
9,996
|
|
|
19,672
|
|
|
(10,492)
|
|
|
123,718
|
|
|
|
|
|
|
|
|
|
|
|
Total ATM operating revenues
|
803,955
|
|
|
388,091
|
|
|
99,552
|
|
|
(10,492)
|
|
|
1,281,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATM product sales and other revenues
|
59,559
|
|
|
8,229
|
|
|
511
|
|
|
—
|
|
|
68,299
|
|
Total revenues
|
$
|
863,514
|
|
|
$
|
396,320
|
|
|
$
|
100,063
|
|
|
$
|
(10,492)
|
|
|
$
|
1,349,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
(In thousands)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Eliminations
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
Surcharge revenues
|
$
|
364,580
|
|
|
$
|
120,906
|
|
|
$
|
90,110
|
|
|
$
|
—
|
|
|
$
|
575,596
|
|
Interchange revenues
|
143,803
|
|
|
268,871
|
|
|
—
|
|
|
—
|
|
|
412,674
|
|
Bank-branding and surcharge-free network revenues
|
179,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,760
|
|
Managed services and processing revenues
|
99,371
|
|
|
10,614
|
|
|
27,028
|
|
|
(12,113)
|
|
|
124,900
|
|
|
|
|
|
|
|
|
|
|
|
Total ATM operating revenues
|
787,514
|
|
|
400,391
|
|
|
117,138
|
|
|
(12,113)
|
|
|
1,292,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATM product sales and other revenues
|
42,665
|
|
|
9,379
|
|
|
269
|
|
|
—
|
|
|
52,313
|
|
Total revenues
|
$
|
830,179
|
|
|
$
|
409,770
|
|
|
$
|
117,407
|
|
|
$
|
(12,113)
|
|
|
$
|
1,345,243
|
|
As presented, certain prior year amounts have been reclassified to ensure consistency with the current year presentation and management's current views concerning the classification of revenues related to managed services and processing arrangements. The reclassified amounts previously presented as Managed services and processing revenues were reclassified as Surcharge revenues and Bank-branding and surcharge-free network revenues, respectively, in the North America segment, and amounts previously presented as Interchange revenues were reclassified as Managed services and processing revenues in the Europe & Africa and Australia & New Zealand segments. The Company determined that these reclassifications are not material to the previously reported financial statements and had no effect on the reported ATM operating revenues or ATM product sales and other revenues in the Consolidated Statements of Operations.
Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recorded in the ATM operating revenues and ATM product sales and other revenues line items in the Consolidated Statements of Operations.
The Company presents revenues from automated consumer financial services, bank-branding, surcharge-free network offerings, managed services, and other services in the ATM operating revenues line in the Consolidated Statements of Operations. ATM operating revenues are recognized as the associated transactions are processed or monthly on a per ATM or per cardholder basis. When customer contracts provide for up-front fees that do not pertain to a distinct performance obligation, the fees are recognized over the term of the underlying agreement on a straight-line basis. The Company presents revenues from other product sales and services in the ATM product sales and other revenues line in the Consolidated Statements of Operations. ATM product sales and other revenues are recognized when the related performance obligations are fulfilled upon transfer of control of goods or services to the customer.
ATM operating revenues. The Company’s ATM operating revenues consist of the following:
•Surcharge revenue. Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with merchants. In the U.S. and Canada, the Company does not receive surcharge fees from cardholders whose financial institutions participate in a surcharge-free network or have branded a location; instead, the Company receives interchange and bank-branding or surcharge-free network-branding revenues, which are discussed below. For certain ATMs, primarily those owned and operated by merchants, the Company does not receive any portion of the surcharge but rather the merchant earns the entire surcharge fee. In the U.K., ATM deployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharge) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on withdrawal and certain other transactions. These fees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., the Company only earns a surcharge fee paid by the cardholder on withdrawal transactions and interchange is only paid by the cardholder’s financial institution on other non-withdrawal transaction types. The Company earns both surcharge and interchange in Spain. In Germany, Australia, and Mexico, the Company collects surcharge fees on withdrawal transactions but generally does not receive interchange revenue. In South Africa, the Company generally earns interchange revenue, which varies by transaction type and customer arrangement. Surcharge revenues, as described above, are recognized daily as the associated transactions are processed.
•Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an ATM owned by another operator and for the fee the EFT network charges to transmit data between the ATM and the cardholder’s financial institution. The Company typically receives a majority of the interchange fee paid by the cardholder’s financial institution, net of the amount retained by the EFT network, and recognizes the net amount received from the network as revenue. In some markets in which the Company operates, interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, including balance inquiries and balance transfers. Interchange revenues are subject to various arrangements and are recognized daily as the associated transactions are processed.
•Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are Company-owned and operated are branded with the logo of the branding financial institution. In exchange for a fee paid by the financial institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge fee. Under the Company’s Allpoint retail-based surcharge-free network, financial institutions that participate pay a fixed monthly fee per cardholder and/or a fixed fee per transaction so that cardholders gain surcharge-free access to the Company's large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
•Managed services and processing revenues. Under managed service agreements, the Company provides various forms of ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under processing arrangements, the Company provides transaction processing services to merchants, financial institutions, and third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally earned by the customer and the Company typically receives a monthly service fee, fee per transaction, or fee per service provided in return for providing the agreed-upon operating services. The managed services and processing fees are recognized as the related services are provided to the customers.
The Company’s bank-branding, surcharge-free network and managed services arrangements result in the Company providing a series of distinct services with similar patterns of transfer to the customer. As a result, these arrangements create performance obligations that are satisfied over-time (generally 3-5 years) for which the Company has a right to consideration that corresponds directly with the value of the Company’s performance completed to date. In conjunction with these arrangements, the Company recognizes revenue in the amount that it has a right to receive. Variable consideration may exist in these arrangements and is recognized only to the extent a significant reversal is not probable.
ATM product sales and other revenues. The Company earns revenues from the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenues related to these activities are recognized when ownership of the equipment is transferred to the customer. With respect to the sale of ATMs to Value-Added-Resellers (“VARs”), the Company recognizes revenues related to such sales when ownership of the equipment is transferred to the VARs.
Due to the transactional nature of the Company’s revenue, there are no significant judgments that affect the determination of the amount and timing of its revenues.
Contract Balances
As of December 31, 2020, the Company has recognized no significant contract assets. Contract liabilities totaled $8.1 million and $9.0 million at December 31, 2020 and 2019, respectively. These amounts primarily represent advanced consideration received in association with bank-branding and surcharge-free network arrangements. The Company expects to recognize the revenue associated with its contract liabilities ratably over various periods generally extending over the next 36 months.
Contract Acquisition Costs
The Company expects that the incremental commissions paid to sales personnel, together with other associated costs, are recoverable, and therefore, the Company capitalizes these amounts as deferred contract acquisition costs. Deferred contract acquisition costs totaled $6.5 million and $7.5 million as of December 31, 2020 and 2019, respectively. Sales commissions capitalized are generally amortized over a 4-5 year period corresponding with the related agreements. Similarly, the costs incurred to fulfill a contract, primarily consisting of prepaid merchant commissions and other consideration paid or provided to merchant partners, are capitalized and recognized over the duration of the related contract. The Company does not capitalize the costs of obtaining a contract if the associated contract is one year or less.
Practical Expedients and Other Disclosures
On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective adoption method for contracts that were not completed as of January 1, 2018. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening retained earnings. In order to adopt and subsequently apply the new revenue standard, the Company utilized various practical expedients. The Company elected not to re-examine contracts modified prior to its adoption using the modified retrospective adoption method and elected to utilize a portfolio approach to assess and apply the impact of the new revenue standard. Furthermore, the Company has elected not to disclose information about remaining performance obligations that have original expected durations of one year or less.
(4) Share-Based Compensation
The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company’s share price on the date of the grant.
The following table reflects the total share-based compensation expense amounts reported in the Consolidated Statements of Operations:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Cost of ATM operating revenues
|
|
|
$
|
1,488
|
|
|
$
|
1,488
|
|
|
$
|
788
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses
|
|
|
20,776
|
|
|
19,474
|
|
|
14,872
|
|
|
|
|
|
|
|
Total share-based compensation expense
|
|
|
$
|
22,264
|
|
|
$
|
20,962
|
|
|
$
|
15,660
|
|
|
|
|
|
|
|
Total share-based compensation expense increased by $1.3 million during the year ended December 31, 2020 compared to 2019 and increased by $5.3 million during the year ended December 31, 2019 compared to 2018. These fluctuations are attributable to the amount, timing and terms of share-based payment awards granted during the respective periods, net of estimated forfeitures. Additionally, total share-based compensation expense increased in 2019 due to the recognition of comparatively higher estimated payouts for the performance-based awards granted in 2018.
Share-based compensation plans. The Company currently has two long-term incentive plans - the Fourth Amended and Restated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and the 2001 Stock Incentive Plan (“2001 Plan”). The purpose of each of these plans is to provide members of the Board and employees of the Company additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Equity grants awarded under these plans generally vest in various increments up to four years based on continued employment. The Company handles stock option exercises and other share grants through the issuance of new common shares. All grants during the periods presented were made under the 2007 Plan. There were no awards outstanding under the 2001 Plan as of December 31, 2020.
2007 Plan. The 2007 Plan provides for the granting of the following awards: incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, options that do not constitute incentive stock options, Restricted Stock Awards (“RSAs”), phantom share awards, Restricted Stock Units (“RSUs”), bonus share awards, and annual incentive awards. The number of common shares that may be issued under the 2007 Plan may not exceed 9,679,393 shares. The shares issued under the 2007 Plan are subject to further adjustment to reflect share dividends, share splits, recapitalizations, and similar changes in the Company’s capital structure. As of December 31, 2020, 904,196 options and 7,278,646 shares of RSAs and RSUs, net of cancellations and forfeitures, had been granted under the 2007 Plan and options to purchase 319,731 common shares have been exercised. There were no unvested RSAs during the years presented because the Company has not granted RSAs since 2013.
Restricted Stock Units. The Company grants RSUs under its Long-Term Incentive Plan (“LTIP”), which is an annual equity award program under the 2007 Plan. The ultimate number of RSUs that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors based on the Company’s achievement of previously specified performance levels at the end of the associated performance period. RSU grants are service-based (“Time-RSUs”), performance-based (“Performance-RSUs”), or market-based (“Market-Based-RSUs”). Each is recognized ratably over the associated service period. For Time-RSUs and Market-Based-RSUs, the Company recognizes the related compensation expense based on the grant date fair value. The grant date fair value of the Time-RSUs is the Company's closing stock price on the date of grant while the grant date fair value of the Market-Based-RSUs is derived from a Monte Carlo simulation. For Performance-RSUs, the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met. Time-RSUs are convertible into the Company’s common shares upon passage of the annual graded vesting periods, which begin on the grant date and extend 3-4 years. Performance-RSUs and Market-Based-RSUs will be earned to the extent the Company achieves the associated performance-based or market-based vesting conditions and these awards are convertible into the Company’s common shares after the passage of the vesting periods which extend 3-4 years from the grant date. Although Performance-RSUs and Market-Based-RSUs are not considered to be earned and outstanding until the vesting conditions are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier). RSUs may also be granted outside of LTIPs, with or without performance-based vesting requirements.
The number of the Company’s earned non-vested RSUs as of December 31, 2020, 2019, and 2018 and the changes during these years are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
Non-vested RSUs as of January 1, 2018
|
1,006,009
|
|
|
$
|
37.88
|
|
Granted
|
723,045
|
|
|
26.96
|
|
Vested
|
(657,814)
|
|
|
38.67
|
|
Forfeited
|
(160,075)
|
|
|
37.34
|
|
Non-vested RSUs as of December 31, 2018
|
911,165
|
|
|
28.74
|
|
Granted
|
268,360
|
|
|
32.29
|
|
Vested
|
(397,451)
|
|
|
29.60
|
|
Forfeited
|
(39,722)
|
|
|
31.13
|
|
Non-vested RSUs as of December 31, 2019
|
742,352
|
|
|
29.44
|
|
Granted
|
921,962
|
|
|
23.58
|
|
Vested
|
(519,583)
|
|
|
27.65
|
|
Forfeited
|
(69,372)
|
|
|
27.38
|
|
Non-vested RSUs as of December 31, 2020
|
1,075,359
|
|
|
$
|
25.41
|
|
The above table only includes earned RSUs. Performance-RSUs and Market-Based-RSUs that are not yet earned are not included. The number of unearned Performance-RSUs granted at the target threshold in 2020, net of actual forfeitures, was 205,994 units with a grant date fair value of $21.75 per unit. The number of unearned Market-Based-RSUs granted in 2020, net of actual forfeitures, was 189,428 units with a grant date fair value of $30.53 per unit. The number of unearned Performance-RSUs granted at the target threshold in 2019, net of actual forfeitures, was 109,565 units with a grant date fair value of $33.70 per unit. The number of unearned Market-Based-RSUs granted in 2019, net of actual forfeitures, was 109,490 units with a grant date fair value of $49.10 per unit. The number of unearned Market-Based-RSUs granted in 2018, net of actual forfeitures, was 134,989 units with a grant date fair value of $24.13 per unit. Time-RSUs are included in the listing of earned and outstanding RSUs when granted. The weighted average grant date fair value of the earned RSUs granted was $23.58, $32.29, and $26.96, for the years ended December 31, 2020, 2019, and 2018, respectively.
The total fair value of RSUs that vested during the years ended December 31, 2020, 2019, and 2018 was $21.3 million, $12.7 million, and $16.7 million, respectively. Compensation expense associated with RSUs totaled $20.3 million, $19.5 million, and $15.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, the unrecognized compensation expense associated with earned RSUs was $8.6 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 1.84 years.
Options. The number of the Company’s outstanding stock options as of December 31, 2020, 2019 and 2018 and the changes during these years are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Term
|
|
|
|
|
|
(in thousands)
|
|
|
|
Options outstanding as of January 1, 2018
|
1,250
|
|
|
$
|
9.69
|
|
|
|
|
|
|
Granted
|
234,959
|
|
|
22.31
|
|
|
|
|
|
|
Exercised
|
(1,250)
|
|
|
9.69
|
|
|
|
|
|
|
Options outstanding as of December 31, 2018
|
234,959
|
|
|
$
|
22.31
|
|
|
$
|
867
|
|
|
9.25
|
years
|
Granted
|
145,221
|
|
|
31.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of December 31, 2019
|
380,180
|
|
|
$
|
26.01
|
|
|
$
|
7,087
|
|
|
8.60
|
years
|
Granted
|
233,888
|
|
|
20.92
|
|
|
|
|
|
|
Exercised
|
(17,856)
|
|
|
22.31
|
|
|
|
|
|
|
Forfeited
|
(11,747)
|
|
|
31.99
|
|
|
|
|
|
|
Options outstanding as of December 31, 2020
|
584,465
|
|
|
$
|
23.96
|
|
|
$
|
6,625
|
|
|
8.27
|
years
|
|
|
|
|
|
|
|
|
|
Options vested and exercisable as of December 31, 2020
|
189,228
|
|
|
$
|
24.59
|
|
|
$
|
2,027
|
|
|
7.47
|
years
|
During the year ended December 31, 2019, no options were exercised and no options expired or were forfeited. The weighted average exercise prices associated with the grant, exercise and forfeiture activity are reflected in the table above.
As of December 31, 2020, the unrecognized compensation expense associated with outstanding options was approximately $2.2 million, which will be recognized over the remaining weighted average vesting period of approximately 1.71 years.
Fair value assumptions. The Company utilizes the Black-Scholes option-pricing model to value options, which requires the input of certain subjective assumptions, including the expected life of the options, expected volatility of the Company's common equity, expected dividend rate, a risk-free interest rate, and an estimated forfeiture rate. These assumptions are based
on management’s best estimate at the time of grant. The value assumptions for the option awards granted in the years ended December 31, 2020, 2019 and 2018 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Valuation assumptions:
|
Options Granted in 2020
|
Options Granted in 2019
|
Options Granted in 2018
|
Expected option term (in years)
|
6.0
|
6.0
|
6.0
|
Expected stock price volatility
|
44.68
|
%
|
39.87
|
%
|
33.02
|
%
|
Expected dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
Risk-free interest rate
|
0.51
|
%
|
2.46
|
%
|
2.62
|
%
|
(5) 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 shareholders) when their impact on net income available to common shareholders is anti-dilutive.
Potentially dilutive securities for the years ended December 31, 2020, 2019, and 2018 include all outstanding stock options and RSUs, and the potentially dilutive effect of outstanding warrants. Prior to the June and November 2020 repayments of the Company's 1.00% Convertible Senior Notes, potentially dilutive securities also included the shares underlying the Convertible Senior Notes and the associated note hedges that were settled and terminated in the second and fourth quarter upon repayment of the corresponding note principal. The outstanding warrants, shares underlying the convertible notes and note hedges were excluded from diluted shares outstanding during the years ended December 31, 2020, 2019 and 2018 as the exercise price exceeded the average market price of the Company’s common shares in all periods presented. See Note 11. Current and Long-Term Debt, for further discussion of the Company's Convertible Notes and associated derivatives.
The details of the Company's Earnings per Share calculation are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
(in thousands, excluding share and per share amounts)
|
Net income available to common shareholders
|
|
$
|
19,144
|
|
|
$
|
48,274
|
|
|
$
|
3,676
|
|
Weighted average common basic shares outstanding (for basic calculation)
|
|
44,537,467
|
|
|
45,514,703
|
|
|
45,988,775
|
|
Dilutive effect of outstanding common stock options and RSUs
|
|
860,027
|
|
|
500,631
|
|
|
447,664
|
|
Weighted average common dilutive shares outstanding (for diluted calculation)
|
|
45,397,494
|
|
|
46,015,334
|
|
|
46,436,439
|
|
|
|
|
|
|
|
|
Net income per common share - basic
|
|
$
|
0.43
|
|
|
$
|
1.06
|
|
|
$
|
0.08
|
|
Net income per common share - diluted
|
|
$
|
0.42
|
|
|
$
|
1.05
|
|
|
$
|
0.08
|
|
The computations of diluted earnings per share for the years ended December 31, 2020, 2019 and 2018 exclude approximately 390,000, 133,000 and 288,000 potentially dilutive common shares, respectively, because the effect of including these shares in the computation would have been antidilutive. In addition, the computation of diluted earnings per share for the years ended December 31, 2020 and 2019 exclude approximately 52,000 and 220,000 weighted average dilutive shares, respectively, that are contingently issuable, consisting of market-based and performance based awards for which all necessary conditions had not been satisfied.
(6) Related Party Transactions
On December 15, 2020, the Company entered into a definitive agreement with Catalyst, pursuant to which Catalyst would acquire the Company for $35.00 per share in cash and Hudson Executive Capital L.P., an approximately 19.4% shareholder of the Company, agreed to rollover certain of its shares. Mr. Douglas Braunstein, a member of the Board of Directors of the Company, is the Managing Partner and Founder of Hudson Executive Capital, L.P. On January 25, 2021, the Company delivered a notice of termination to Catalyst and entered into a definitive agreement to be acquired by NCR for $39.00 per share in cash. See Note 24. Subsequent Events.
(7) Property and Equipment, net
The Company’s property and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
ATM equipment and related costs
|
$
|
772,011
|
|
|
$
|
688,424
|
|
Technology assets
|
188,115
|
|
|
176,869
|
|
Facilities, equipment, and other
|
107,551
|
|
|
121,917
|
|
Total property and equipment
|
1,067,677
|
|
|
987,210
|
|
Less: Accumulated depreciation
|
(637,835)
|
|
|
(525,933)
|
|
Property and equipment, net
|
$
|
429,842
|
|
|
$
|
461,277
|
|
As discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (j) Property and Equipment, net, the property and equipment balances include assets available for deployment and deployments in process of $46.7 million and $29.3 million as of December 31, 2020 and 2019, respectively.
(8) Intangible Assets
Goodwill
The following tables present the net carrying amount of the Company’s goodwill as of December 31, 2020 and 2019, as well as the changes in the net carrying amounts for the years ended December 31, 2020 and 2019 by segment. As of December 31, 2020, the Company held no significant indefinite-lived intangible assets. For additional information related to the Company's segments, see Note 22. Segment Information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Total
|
|
(In thousands)
|
Goodwill, gross as of December 31, 2018
|
$
|
556,570
|
|
|
$
|
231,121
|
|
|
$
|
151,494
|
|
|
$
|
939,185
|
|
Accumulated impairment loss
|
—
|
|
|
(50,003)
|
|
|
(140,038)
|
|
|
(190,041)
|
|
Goodwill, net as of December 31, 2018
|
556,570
|
|
|
181,118
|
|
|
11,456
|
|
|
749,144
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
4,943
|
|
|
5,871
|
|
|
(63)
|
|
|
10,751
|
|
|
|
|
|
|
|
|
|
Goodwill, gross as of December 31, 2019
|
561,513
|
|
|
236,992
|
|
|
151,431
|
|
|
949,936
|
|
Accumulated impairment loss
|
(7,303)
|
|
|
(50,003)
|
|
|
(140,038)
|
|
|
(197,344)
|
|
Goodwill, net as of December 31, 2019
|
554,210
|
|
|
186,989
|
|
|
11,393
|
|
|
752,592
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
2,221
|
|
|
3,159
|
|
|
1,130
|
|
|
6,510
|
|
|
|
|
|
|
|
|
|
Goodwill, gross as of December 31, 2020
|
563,734
|
|
|
240,151
|
|
|
152,561
|
|
|
956,446
|
|
Accumulated impairment loss
|
(7,303)
|
|
|
(50,003)
|
|
|
(140,038)
|
|
|
(197,344)
|
|
Goodwill, net as of December 31, 2020
|
$
|
556,431
|
|
|
$
|
190,148
|
|
|
$
|
12,523
|
|
|
$
|
759,102
|
|
Intangible Assets with Definite Lives
The following table presents the Company’s intangible assets that were subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
(In thousands)
|
Merchant and bank-branding contracts/relationships
|
$
|
496,634
|
|
|
$
|
(424,511)
|
|
|
$
|
72,123
|
|
|
$
|
489,363
|
|
|
$
|
(388,598)
|
|
|
$
|
100,765
|
|
Trade names
|
20,262
|
|
|
(14,144)
|
|
|
6,118
|
|
|
18,391
|
|
|
(12,792)
|
|
|
5,599
|
|
Technology
|
12,003
|
|
|
(8,983)
|
|
|
3,020
|
|
|
12,389
|
|
|
(7,952)
|
|
|
4,437
|
|
Non-compete agreements
|
4,442
|
|
|
(4,442)
|
|
|
—
|
|
|
4,408
|
|
|
(4,408)
|
|
|
—
|
|
Revolving credit facility deferred financing costs
|
5,821
|
|
|
(2,453)
|
|
|
3,368
|
|
|
5,256
|
|
|
(2,132)
|
|
|
3,124
|
|
Total intangible assets with definite lives
|
$
|
539,162
|
|
|
$
|
(454,533)
|
|
|
$
|
84,629
|
|
|
$
|
529,807
|
|
|
$
|
(415,882)
|
|
|
$
|
113,925
|
|
During the year ended December 31, 2019, the Company paid $9.1 million to acquire ATM processing contracts associated with approximately 62,000 ATMs. These intangible assets were recognized as customer/merchant contracts and are being amortized over a 5 year period.
The majority of the Company’s intangible assets with definite lives are being amortized over the assets’ estimated useful lives utilizing the straight-line method. Estimated useful lives generally range from four to ten years for merchant and bank-branding contracts/relationships, two to ten years for exclusive license agreements (classified with the contracts/relationships above), one to fifteen years for definite-lived trade names, three years for acquired technology, and one to five years for non-compete agreements. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in a reduction in fair value or a revision of those estimated useful lives.
Amortization of definite-lived intangible assets is recorded in the Amortization of intangible assets line in the accompanying Consolidated Statements of Operations, except for deferred financing costs related to the revolving credit facility and certain exclusive license agreements entered into in the ordinary course of business and not recognized in conjunction with a business combination. Although classified in intangible assets, amortization of the revolving credit facility deferred financing costs is combined with the amortization of note discount related to other debt instruments and is recorded in the Amortization of deferred financing costs and note discount line in the accompanying Consolidated Statements of Operations.
During the year ended December 31, 2020, the Company expensed approximately $0.8 million of deferred financing costs associated with its revolving credit facility upon entering into a third amendment to the revolving credit facility agreement, which reduced the borrowing capacity of the facility. This expense was recognized in the Amortization of deferred financing costs and note discount line of the Consolidated Statements of Operations. Deferred financing costs relating to the revolving credit facility are amortized over the contractual term of the revolving credit facility utilizing the effective interest method. The remaining unamortized deferred financing cost balance will be amortized in the amount of approximately $0.9 million per year in 2021-2023 and approximately $0.7 million in 2024. These figures are included in the estimated amortization table, below. See Note 11. Current and Long-Term Debt.
Estimated Amortization
Estimated amortization for the Company’s intangible assets with definite lives as of December 31, 2020, for each of the next five years and thereafter, is as follows (in thousands):
|
|
|
|
|
|
2021
|
$
|
25,872
|
|
2022
|
20,407
|
2023
|
17,731
|
2024
|
15,277
|
2025
|
3,674
|
Thereafter
|
1,668
|
Total
|
$
|
84,629
|
|
(9) Prepaid Expenses, Deferred Costs, and Other Assets
The Company’s prepaid expenses, deferred costs, and other assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Current portion of prepaid expenses, deferred costs, and other current assets
|
|
|
|
Prepaid expenses
|
$
|
39,241
|
|
|
$
|
36,207
|
|
Interest rate swap and cap contracts
|
—
|
|
|
1,872
|
|
Deferred costs and other current assets
|
14,712
|
|
|
46,560
|
|
Total
|
$
|
53,953
|
|
|
$
|
84,639
|
|
|
|
|
|
Noncurrent portion of prepaid expenses, deferred costs, and other noncurrent assets
|
|
|
|
Prepaid expenses
|
$
|
11,853
|
|
|
$
|
21,206
|
|
Interest rate swap and cap contracts
|
—
|
|
|
8,766
|
|
Deferred costs and other noncurrent assets
|
6,256
|
|
|
7,964
|
|
Total
|
$
|
18,109
|
|
|
$
|
37,936
|
|
(10) Accrued Liabilities
The Company’s accrued liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Accrued merchant settlement
|
$
|
213,067
|
|
|
$
|
154,181
|
|
Accrued merchant fees
|
24,869
|
|
|
33,037
|
|
Accrued taxes
|
22,217
|
|
|
36,067
|
|
Accrued compensation
|
17,849
|
|
|
23,676
|
|
Accrued processing costs
|
11,676
|
|
|
12,159
|
|
Accrued cash-in-transit
|
8,549
|
|
|
8,307
|
|
Accrued purchases
|
8,084
|
|
|
7,138
|
|
Accrued cash management fees
|
7,742
|
|
|
9,291
|
|
Accrued maintenance
|
6,513
|
|
|
6,463
|
|
Accrued interest
|
5,537
|
|
|
3,775
|
|
Accrued telecommunications costs
|
2,011
|
|
|
1,664
|
|
Other accrued expenses
|
38,171
|
|
|
39,004
|
|
Total accrued liabilities
|
$
|
366,285
|
|
|
$
|
334,762
|
|
(11) Current and Long-Term Debt
The Company’s carrying value of current and long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Revolving credit facility due September 2024, including swingline credit facility
|
$
|
—
|
|
|
$
|
167,227
|
|
Term loan facility due June 2027, net of unamortized discount and capitalized debt issuance costs
|
480,985
|
|
|
—
|
|
5.50% Senior notes due May 2025, net of unamortized capitalized debt issuance costs
|
297,192
|
|
|
296,545
|
|
1.00% Convertible senior notes due December 2020, net of unamortized discount and capitalized debt issuance costs
|
—
|
|
|
275,703
|
|
Total Debt
|
778,177
|
|
|
739,475
|
|
Less: Current portion
|
(5,000)
|
|
|
—
|
|
Total Long-Term Debt
|
$
|
773,177
|
|
|
$
|
739,475
|
|
The Term Loan Facility (or "Term Loan") due June 2027 with a face value of $497.5 million is presented net of unamortized discount and capitalized debt issuance costs of $16.5 million as of December 31, 2020. Mandatory quarterly installments of principal repayments under the Term Loan, totaling $5.0 million in the next twelve months, are presented in the Current portion of long-term debt line of the Company's Consolidated Balance Sheet as of December 31, 2020. The 5.50% Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 million are presented net of capitalized debt issuance costs of $2.8 million and $3.5 million as of December 31, 2020 and December 31, 2019, respectively. The 1.00% Convertible senior notes due December 2020 (the "Convertible Notes") with a face value of $287.5 million as of December 31, 2019 are presented net of unamortized discounts and capitalized debt issuance costs of $11.8 million as of December 31, 2019. For additional information related to the Convertible Notes and the 2020 repayments, see 1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments below.
Revolving Credit Facility
As of December 31, 2019, the Company was party to a $750 million revolving credit agreement with a maturity date of September 19, 2024. On May 29, 2020, the Company entered into a second amendment to its second amended and restated credit agreement (the "Second Amendment"). Given the unprecedented conditions across all of the markets in which the Company operates, due to the impact of the Pandemic and as a precautionary measure, the Company sought this amendment to provide financial covenant relief should transactions and corresponding revenues not recover or further weaken from results experienced during the onset of the Pandemic. With this amendment, the covenant levels for the Total Net Leverage Ratio (as defined in the Second Amendment and discussed further below) were revised to provide increased flexibility during a Restricted Period, which will end on the earlier of (a) October 1, 2021 or (b) the date on which (i) the Company terminates the Restricted Period at its election and (ii) as modified by the third amendment, the Total Net Leverage ratio does not exceed 4.50 to 1.0 (the "Restricted Period"). Under the Second Amendment, in consideration for the financial covenant relief, the interest rates for borrowings and the issuance of letters of credit and fees payable on any unused amounts of the revolving credit facility are subject to certain upward adjustments, including new applicable margins above reference rates and new commitment fee rates when the Total Net Leverage Ratio exceeds 4.00 to 1.0 and amended reference rate floors during the Restricted Period. The Second Amendment provides that the Company is subject to some additional limitations under certain covenant baskets while financial covenant relief remains in effect.
On June 29, 2020, the Company entered into a third amendment to its second amended and restated credit agreement (as amended the "Amended Credit Agreement"), in conjunction with the Term Loan issuance. The third amendment decreased the Company's available borrowing capacity under the revolving credit agreement from $750 million to $600 million and modified various terms, conditions and covenants. As modified by the Second Amendment, most changes during the period of financial covenant relief remain in place. The Amended Credit Agreement matures on September 19, 2024.
Due to the reduction in capacity under the Amended Credit Agreement, the Company expensed approximately $1.2 million of the deferred financing costs and amendment fees, presented within the Amortization of deferred financing costs and note discount line in the Consolidated Statements of Operations. The deferred financing costs associated with the Amended Credit Agreement are classified within Intangible assets, net and presented within Note 8. Intangible Assets.
The total commitments under the credit facility can be borrowed in U.S. dollars, alternative currencies (including Euros, U.K. pounds sterling, Canadian dollars, Australian dollars and South African rand), or a combination thereof. With the exception of swingline loans, borrowings accrue interest, based on the type of currency borrowed, at the Alternate Base Rate, the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate (each, as defined in the Amended Credit Agreement) plus the applicable margin depending on the Company’s most recent Total Net Leverage Ratio (as defined in the Amended Credit Agreement). The margin for Alternative Base Rate loans and Canadian Prime Rate loans varies between 0.0% and 2.00%, and the margin for Adjusted LIBO Rate loans, Canadian Dealer Offered Rate loans, Bank Bill Swap Reference Rate loans and Johannesburg Interbank Agreed Rate loans varies between 1.00% and 3.00%.
Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above, swingline loans denominated in Canadian dollars bear interest at the Canadian Prime Rate plus a margin as described above and swingline loans denominated in other alternative currencies bear interest at the Overnight Foreign Currency Rate (as defined in the Amended Credit Agreement) plus the applicable margin for the Adjusted LIBO Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate, as applicable.
Each of the Guarantors (as defined in the Amended Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility and the obligations under the revolving credit facility are secured by substantially all of the assets of the credit facility Guarantors, subject to permitted liens and other customary exceptions.
Financial covenants under the Amended Credit Agreement are determined as of the last day of each fiscal quarter. The Company is required to maintain an Interest Coverage Ratio, as defined in the Amended Credit Agreement, of no less than 3.00 to 1.00. During the Restricted Period, the Amended Credit Agreement provides for adjustments to the Total Net Leverage Ratio covenant as follows: (i) for the fiscal quarter ending December 31, 2020, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; (ii) for the fiscal quarter ending March 31, 2021, the Total Net Leverage Ratio shall not exceed 5.50 to 1.0; (iii) for the fiscal quarter ending June 30, 2021, the Total Net Leverage Ratio shall not exceed 5.25 to 1.0; and (iv) for the fiscal quarter ending September 30, 2021, the Total Net Leverage Ratio shall not exceed 5.00 to 1.0. For each fiscal quarter ending on or after the end of the Restricted Period, the Company shall not permit the Total Net Leverage ratio to exceed 4.50 to 1.0.
The Amended Credit Agreement requires certain mandatory prepayments if (i) other than as a result of fluctuations in currency exchange rates, revolving credit exposures exceed the total commitments or, solely as a result of fluctuations in currency exchange rates, the revolving credit exposures exceed 105% of the total commitments and (ii) during the Restricted Period, Unencumbered Balance Sheet Cash (as defined in the Amended Credit Agreement) exceeds $100 million for five consecutive business days.
The Company is limited in its ability to make certain payments. Such restricted payments are generally not permitted in the Restricted Period; however, outside of the Restricted Period the Company may generally make such restricted payments so long as no event of default exists at the time of such payment and would not result therefrom and the Total Net Leverage Ratio is equal to or less than 3.75 to 1.00 at the time such restricted payment is made. As of December 31, 2020, the Company was in compliance with all applicable covenants and ratios under the Amended Credit Agreement.
The Amended 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, (iv) notification of certain events, and (v) limitations on the ability of the Company and certain of its subsidiaries to, among other things, sell or transfer assets, merge into or consolidate with any third-party or liquidate or dissolve, incurrence or guarantee of indebtedness, create liens, make investments, pay dividends or other distributions on or redeem or repurchase shares, make payments on subordinated indebtedness, enter into certain restrictive agreements or hedging transactions, engage in transactions with affiliates, enter into sale and leaseback transactions, amend their organizational documents, amend certain terms of existing indebtedness and change their fiscal year-end.
As of December 31, 2020, the Company had no outstanding borrowings under its $600 million revolving credit facility and $10.1 million outstanding standby letters of credit under the facility. The weighted average interest rate on the Company’s outstanding borrowings under the revolving credit facility was 2.3% as of December 31, 2019.
Term Loan Facility
On June 29, 2020, the Company entered into the Term Loan, by and among the Company, certain of its subsidiaries (including Cardtronics USA, Inc. as the “Borrower”), the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the Term Loan, the Company borrowed $500 million of aggregate principal and used a portion of the net proceeds to repay outstanding borrowings under its revolving credit facility and retire the Convertible Notes. The Term Loan was issued with an original issue discount of 175 basis points and interest accrues at the rate of LIBOR plus 400 basis points, with a 1.00% LIBOR floor. Interest is payable quarterly, or in shorter intervals for LIBOR borrowings with a duration of less than three months.
The Term Loan matures on June 29, 2027 and requires installment principal repayments equal to 1% of the initial aggregate principal per annum, paid quarterly, with the outstanding balance due on the maturity date. The Term Loan Agreement requires certain other mandatory prepayments, including mandatory prepayments based on (i) a specified percentage of Excess Cash Flow (as defined in the Term Loan Agreement) on an annual basis, commencing with the fiscal year ending December 31, 2021, (ii) the net proceeds of certain asset sales and/or insurance/condemnation events above a threshold amount, subject to reinvestment rights and other exceptions and (iii) the net proceeds of any issuance or incurrence of debt that is not permitted by the Term Loan Agreement, subject to certain exceptions. Outstanding balances are fully prepayable on a voluntary basis at par, subject to premiums for certain repricing or refinancing transactions, but may not be borrowed again once prepaid. During the year ending December 31, 2020, the Company made mandatory principal repayments of the Term Loan of $2.5 million.
Each of the Guarantors of the Term Loan Agreement (as defined in the Term Loan Agreement) have guaranteed the full and punctual payment of the obligations under the Term Loan Agreement and the obligations under the Term Loan Agreement are secured by substantially all of the assets of such Guarantors, subject to permitted liens and other customary exceptions.
The Term Loan 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, (iv) notification of certain events, and (v) limitations on the ability of the Company and certain of its subsidiaries to, among other things, sell or transfer assets, merge into or consolidate with any third-party or liquidate or dissolve, incur or guarantee indebtedness, create liens, make investments, pay dividends or other distributions on or redeem or repurchase shares, make payments on subordinated indebtedness, enter into certain restrictive agreements or hedging transactions, engage in transactions with affiliates, enter into sale and leaseback transactions, amend their organizational documents, amend certain terms of existing indebtedness, and change their fiscal year-end.
$300.0 million 5.50% Senior Notes Due 2025
On April 4, 2017, in a private placement offering, Cardtronics Inc. and Cardtronics USA, Inc. (the “2025 Notes Issuers”) issued $300.0 million in aggregate principal amount of the 2025 Notes pursuant to an indenture dated April 4, 2017 (the “2025 Notes Indenture”) among the 2025 Notes Issuers, Cardtronics plc, and certain of its subsidiaries, as guarantors (each, a “2025 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee.
Interest on the 2025 Notes accrues at the rate of 5.50% per annum and is payable semi-annually in cash in arrears on May 1st and November 1st of each year.
The 2025 Notes and the related guarantees (the “2025 Guarantees”) are the general unsecured senior obligations of each of the 2025 Notes Issuers and the 2025 Notes Guarantors, respectively, and rank: (i) equally in right of payment with all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future senior indebtedness and (ii) senior in right of payment to all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ future subordinated indebtedness. The 2025 Notes and the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future secured debt to the extent of the collateral securing such debt, including all borrowings under the Company’s revolving credit facility and Term Loan. The 2025 Notes are structurally subordinated to all third-party liabilities of any of Cardtronics plc’s subsidiaries (excluding the 2025 Notes Issuers) that do not guarantee the 2025 Notes.
Obligations under the 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the indenture to the 2025 Notes). There are no significant restrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Inc., Cardtronics USA, Inc., or the other 2025 Notes Guarantors by dividend or loan. None of the 2025 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X.
The 2025 Notes are subject to certain automatic customary releases with respect to the 2025 Notes Guarantors (other than Cardtronics plc, Cardtronics Holdings Limited, and CATM Holdings LLC), including the sale, disposition, or transfer of the common shares or substantially all of the assets of such 2025 Notes Guarantor, designation of such 2025 Notes Guarantor as unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2025 Notes Guarantor. The 2025 Notes Guarantors, including Cardtronics plc, 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 2025 Notes Indenture and certain other specified requirements under the 2025 Notes Indenture are not satisfied.
The 2025 Notes contain various covenants restricting the Company's investments, indebtedness, and payments.
1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments
On November 19, 2013, Cardtronics, Inc. issued the Convertible Notes at par value of $287.5 million. After bifurcating the embedded conversion option and classifying it within equity, the Company recorded the notes at a discount, determining that the fair value of the debt component to be $215.8 million. Taking into account the discount resulting from the bifurcation, the effective interest rate recognized on the Convertible Notes was approximately 5.26%. Interest on the Convertible Notes accrued at the rate of 1.00% per annum and was payable semi-annually in cash in arrears on June 1 and December 1 of each year.
In June 2020, the Company repurchased and cancelled an aggregate principal amount of Convertible Notes equal to $171.9 million. The Company recognized a loss on extinguishment of $3.0 million in conjunction with the repurchase and cancellation of these notes. On November 30, 2020, the Company repaid the remaining outstanding principal balance of $115.6 million, together with accrued and unpaid interest of $0.6 million using available cash. None of the Convertible Notes were converted into shares prior to repayment of the notes upon maturity.
The Company’s interest expense related to the Convertible Notes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Cash interest per contractual coupon rate
|
$
|
1,885
|
|
|
$
|
2,875
|
|
|
$
|
2,875
|
|
Amortization of note discount
|
7,921
|
|
|
11,341
|
|
|
10,762
|
|
Amortization of debt issuance costs
|
623
|
|
|
855
|
|
|
772
|
|
Total interest expense related to Convertible Notes
|
$
|
10,429
|
|
|
$
|
15,071
|
|
|
$
|
14,409
|
|
Concurrent with the issuance of the Convertible Notes, Cardtronics, Inc. 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. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders' equity section in the Consolidated Balance Sheets.
On June 30, 2020, the Company entered into agreements with the counterparties of the convertible note hedges and warrants to terminate a proportionate amount of the instruments, corresponding to the portion of the Convertible Notes cancelled in June 2020, for net consideration to the counterparties of $1.0 million.
The remaining call options under the note hedge terminated upon the maturity of the Convertible Notes. The remaining 2.2 million warrants outstanding have a strike price of $73.29 and expire incrementally on a series of expiration dates from June 2021 through August 30, 2021.
If the share price of the Company's stock remains below the strike price of the warrants, Cardtronics plc’s shareholders will not experience any dilution; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, Cardtronics plc would be required to, at the Company’s election, (i) issue additional shares to the warrant holders or (ii) settle the difference between the price of the shares and the strike price of the warrants in cash to the warrant holders.
2018 Redemption
On December 19, 2018, the Company used borrowings under its revolving credit facility to redeem the aggregate principal of its, then outstanding, $250.0 million 5.125% Senior Notes Due 2022. In connection with the early extinguishment of the 2022 Notes, the Company recorded a $1.4 million pre-tax charge during the year ended December 31, 2018 to write off the associated unamortized deferred financing costs. This write-off is reflected in the Amortization of deferred financing costs and note discount line in the accompanying Consolidated Statements of Operations. Additionally, during the year ended December 31, 2018, the Company recorded a $6.4 million pre-tax charge related to the premium paid at redemption, which is included in the Redemption costs for early extinguishment of debt line in the accompanying Consolidated Statements of Operations.
Debt Maturities
Aggregate maturities of the principal amounts of the Company’s long-term debt as of December 31, 2020, for each of the next five years, and thereafter is as follows (in thousands):
|
|
|
|
|
|
2021
|
$
|
5,000
|
|
2022
|
5,000
|
|
2023
|
5,000
|
|
2024
|
5,000
|
|
2025
|
305,000
|
|
Thereafter
|
472,500
|
|
Total
|
$
|
797,500
|
|
(12) Asset Retirement Obligations
Asset retirement obligations (“ARO”) consist of costs to deinstall the Company’s ATMs and restore the ATM sites to their original condition. These costs to deinstall ATMs are estimated based on current market rates. In most cases, the Company is contractually required to perform the deinstallation of company-owned ATMs and, in some cases, site restoration work. For each group of similar ATM placements, the Company estimates the fair value of the future ARO based on the discounted estimated future cash flows and recognizes the amount as a liability in the Consolidated Balance Sheets. The Company capitalizes the initial estimated fair value of the future ARO and depreciates the ARO assets on a straight-line basis over their estimated useful lives, based on the average time period that an ATM is installed in a location before being deinstalled. The ARO liabilities, which are recognized at discounted amounts, are accreted to their estimated future value over the same period of time.
The changes in the Company’s ARO liability consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Beginning balance asset retirement obligations
|
$
|
61,195
|
|
|
$
|
61,223
|
|
Additional obligations
|
4,637
|
|
|
3,721
|
|
|
|
|
|
Accretion expense
|
1,928
|
|
|
1,540
|
|
Change in estimates
|
—
|
|
|
—
|
|
Payments
|
(5,709)
|
|
|
(6,041)
|
|
Foreign currency translation adjustments
|
1,439
|
|
|
752
|
|
Ending balance asset retirement obligations
|
63,490
|
|
|
61,195
|
|
Less: current portion of asset retirement obligations
|
6,517
|
|
|
5,701
|
|
Ending balance asset retirement obligations, excluding current portion
|
$
|
56,973
|
|
|
$
|
55,494
|
|
For additional information related to the Company’s ARO with respect to its fair value measurements, see Note 18. Fair Value Measurements.
(13) Other Liabilities
The Company’s Other liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Current portion of other long-term liabilities
|
|
|
|
Interest rate swap and cap contracts
|
$
|
23,916
|
|
|
$
|
15,565
|
|
Operating lease liabilities
|
18,683
|
|
|
20,345
|
|
Acquisition related contingent consideration
|
9,490
|
|
|
4,963
|
|
Asset retirement obligations
|
6,517
|
|
|
5,701
|
|
Deferred revenue
|
4,295
|
|
|
3,386
|
|
Other
|
1,898
|
|
|
3,184
|
|
Total current portion of other long-term liabilities
|
$
|
64,799
|
|
|
$
|
53,144
|
|
|
|
|
|
Noncurrent portion of other long-term liabilities
|
|
|
|
Interest rate swap and cap contracts
|
$
|
26,994
|
|
|
$
|
9,723
|
|
Deferred revenue
|
3,850
|
|
|
5,589
|
|
Acquisition related contingent consideration
|
—
|
|
|
11,888
|
|
Other
|
6,883
|
|
|
10,670
|
|
Total noncurrent portion of other long-term liabilities
|
$
|
37,727
|
|
|
$
|
37,870
|
|
As of December 31, 2020 and 2019, the Acquisition related contingent consideration lines consisted of the estimated fair value of the contingent consideration associated with the Spark ATM Systems Pty Ltd. (“Spark”) acquisition that occurred in 2017.
(14) Shareholders’ Equity
Share Repurchases. On March 26, 2019, the Company announced that its Board of Directors (the “Board”) had authorized a share repurchase program, enabling the repurchase of up to $50 million of its Class A ordinary shares through August 31, 2020. From May through September 2019, the Company repurchased an accumulated total of 1,732,392 outstanding Class A ordinary shares at a weighted average price of $28.86 per share, for an aggregate purchase price of approximately $50 million, exhausting the March 2019 authorization. The amounts presented for share repurchases on the Consolidated Statements of Shareholders' Equity include the applicable stamp taxes payable in the U.K. of $0.3 million.
Subsequently, on November 21, 2019, the Company announced that its Board had authorized the repurchase of an additional $50 million of its Class A ordinary shares through December 31, 2020. Share repurchases under the authorized plans could be effected on behalf of the Company through open market transactions, privately negotiated transactions, or otherwise, pursuant to SEC trading rules. The Company did not utilize the second authorization to repurchase shares in the three months ended December 31, 2019.
During the three months ended March 31, 2020, the Company repurchased and canceled 505,699 of its outstanding Class A ordinary shares for an aggregate purchase price of $16.9 million, inclusive of stamp taxes of $0.1 million. On April 1, 2020, the Company announced the suspension of its buyback program as part of its Pandemic related business update, and the share repurchase program that was approved on November 21, 2019 has expired.
Common shares. The Company had 44,539,433 and 44,676,132 shares outstanding as of December 31, 2020 and 2019, respectively.
Additional Paid-In Capital. Included in the balance of Additional paid in capital as of December 31, 2020 and 2019 are amounts related to the Convertible Notes and the related equity instruments. These amounts include: (i) the estimated fair value of the embedded option of the Convertible Notes of $71.7 million at the time of issuance, (ii) the amount paid to purchase the associated convertible note hedges of $72.6 million, (iii) the amount received for selling associated warrants of $40.5 million, and (iv) $1.6 million in debt issuance costs allocated to the equity component of the convertible note. Also included in the balance as of December 31, 2020 are the net amounts paid to settle the convertible note hedges and the associated warrants that the Company entered into in conjunction with the issuance of its Convertible Notes in 2013. These instruments were partially
settled upon the partial repurchase of the Convertible Notes in June 2020 in proportionate amounts. During the year ended December 31, 2020, the Company received $0.4 million upon settlement of convertible note hedges that were canceled and paid $1.4 million to settle the warrants that were canceled. These figures are reported together with the associated fees in the Company's Consolidated Statements of Shareholders' Equity. For additional information on the Convertible Notes and the related equity instruments, see Note 11. Current and Long-Term Debt.
Accumulated Other Comprehensive Loss, net. Accumulated other comprehensive loss, net, is a separate component of Shareholders’ 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 years ended December 31, 2020, 2019, and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized (Losses) Gains on Interest Rate Derivative and Foreign Currency Forward Contracts
|
|
Total
|
|
(In thousands)
|
Total Accumulated other comprehensive loss, net as of December 31, 2017
|
$
|
(24,374)
|
|
(5)
|
$
|
(9,221)
|
|
(1)
|
$
|
(33,595)
|
|
Other comprehensive (loss) income before reclassification
|
(41,938)
|
|
(6)
|
4,725
|
|
(2)
|
(37,213)
|
|
Amounts reclassified from accumulated other comprehensive loss, net
|
—
|
|
|
3,931
|
|
(2)
|
3,931
|
|
Net current period other comprehensive (loss) income
|
(41,938)
|
|
|
8,656
|
|
|
(33,282)
|
|
Total Accumulated other comprehensive loss, net as of December 31, 2018
|
$
|
(66,312)
|
|
(5)
|
$
|
(565)
|
|
(1)
|
$
|
(66,877)
|
|
Other comprehensive income (loss) before reclassification
|
7,627
|
|
(6)
|
(20,311)
|
|
(3)
|
(12,684)
|
|
Amounts reclassified from accumulated other comprehensive loss, net
|
(458)
|
|
(7)
|
2,132
|
|
(3)
|
1,674
|
|
Net current period other comprehensive income (loss)
|
7,169
|
|
|
(18,179)
|
|
|
(11,010)
|
|
Total Accumulated other comprehensive loss, net as of December 31, 2019
|
$
|
(59,143)
|
|
(5)
|
$
|
(18,744)
|
|
(1)
|
$
|
(77,887)
|
|
Other comprehensive income (loss) before reclassification
|
17,571
|
|
(6)
|
(60,984)
|
|
(4)
|
(43,413)
|
|
Amounts reclassified from Accumulated other comprehensive loss, net
|
—
|
|
|
27,569
|
|
(4)
|
27,569
|
|
Net current period other comprehensive income (loss)
|
17,571
|
|
|
(33,415)
|
|
|
(15,844)
|
|
Total Accumulated other comprehensive loss, net as of December 31, 2020
|
$
|
(41,572)
|
|
(5)
|
$
|
(52,159)
|
|
(1)
|
$
|
(93,731)
|
|
(1)Net of deferred income tax expense of $3,823, $14,273, $19,112, and $16,317 as of December 31, 2020, 2019, 2018, and 2017 respectively.
(2)Net of deferred income tax expense of $1,525 and $1,270 for Other comprehensive (loss) income before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2018. See Note 16. Derivative Financial Instruments.
(3)Net of deferred income tax (benefit) expense of $(5,407) and $568 for Other comprehensive income (loss) before reclassification and Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2019. See Note 16. Derivative Financial Instruments.
(4)Net of deferred income tax (benefit) expense of ($19,072) and $8,622 for Other comprehensive income (loss) before reclassification and Amounts reclassified from Accumulated other comprehensive loss, net, respectively, for the year ended December 31, 2020. See Note 16. Derivative Financial Instruments.
(5)Net of deferred income tax benefit of $3,083, $5,474, $5,232, $5,339 as of December 31, 2020, 2019, 2018, and 2017 respectively.
(6)Net of deferred income tax expense (benefit) of $2,391, $(242), and $107 for the years ended December 31, 2020, 2019, and 2018, respectively.
(7)The Company reclassified a gain of $0.5 million from Accumulated other comprehensive loss, net in 2019, upon liquidation of the Poland legal entity.
The Company records unrealized gains and losses related to designated interest rate derivative and foreign currency forward derivative contracts, net of taxes, in the Accumulated other comprehensive loss, net line within the 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, Interest expense, net, or Other income, net lines in the accompanying
Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings. The classification of the gain or loss is determined based on the associated hedge designation. See Note 16. Derivative Financial Instruments.
The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related to the interest rate swap contracts in Accumulated other comprehensive loss, net within the 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 the Accumulated other comprehensive loss, net line within the Consolidated Balance Sheets and into continuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of December 31, 2020, the disproportionate tax effect was $14.7 million.
(15) Employee Benefits
The Company sponsors defined contribution retirement plans for its employees, the principal plan being the 401(k) plan which is offered to its employees in the U.S. During 2020, the Company matched 100% of employee contributions in the 401(k) plan up to 4% of the employee’s eligible compensation. Employees immediately vest in their contributions while the Company’s matching contributions vest at a rate of 20% per year. The Company also sponsors a similar retirement plan for its employees in other jurisdictions. The Company contributed $3.1 million, $3.7 million, and $3.7 million to the defined contribution retirement plans for each of the years ended December 31, 2020, 2019, and 2018, respectively.
(16) Derivative Financial Instruments
Risk Management Objectives of Using Derivatives - Interest rate risk
The Company is exposed to interest rate risk associated with its vault cash rental obligations and its variable rate debt. The Company uses varying notional amount interest rate swap contracts and interest rate cap agreements (“Interest Rate Derivatives”) to manage the interest rate risk associated with its vault cash rental obligations in the U.S., Canada, the U.K., and Australia. Intermittently, the Company has also used interest rate swap or cap contracts to mitigate its exposure to floating interest rates on its floating-rate debt.
The majority of the Company’s Interest Rate Derivatives serve to mitigate interest rate risk exposure by converting a portion of the Company’s monthly floating-rate vault cash rental payments to either monthly fixed-rate vault cash rental payments or to vault cash rental payments with a capped rate. Typically, the Company receives monthly floating-rate payments from its Interest Rate Derivative counterparties that correspond to, in all material respects, the monthly floating-rate payments that are paid by the Company to its vault cash rental providers for the portion of the average outstanding vault cash balances that have been hedged. The floating-rate payments may or may not be capped or limited. In return, the Company pays its counterparties a monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cash rental and, from time to time, the interest on certain debt from floating-rate to a fixed or a capped rate, the impact of favorable and unfavorable changes in future interest rates on the monthly vault cash rental payments recognized in the Cost of ATM operating revenues line and on the interest payments on floating-rate debt recognized in the Interest expense, net line in the Consolidated Statements of Operations has been reduced.
During the year ended December 31, 2020, the Company entered into a new interest rate swap contract to hedge its exposure on floating interest rates on vault cash rental obligations. The interest rate swap contract began March 6, 2020 with a $200 million aggregate notional amount at a fixed rate of 0.713% and will terminate on December 31, 2024. In June 2020, the Company designated interest rate swap contracts with an aggregate notional amount of 50 million U.K. pounds sterling as cash flow hedges of its vault cash rental obligations. These swap contracts were not previously designated and ended on December 31, 2020. During the year ended December 31, 2020, the Company also entered into new interest rate cap contracts to hedge its exposure to floating interest rates on its Term Loan. These interest rate cap contracts began August 1, 2020 with a $250 million aggregate notional amount and a cap rate of 1% and will terminate on December 31, 2025. See Note 11. Current and Long-Term Debt for information on the Term Loan.
Risk Management Objectives of Using Derivatives - Foreign Currency Exchange Rate Risk
The Company is also exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company has at times used foreign currency forward contracts to mitigate its foreign exchange rate risk associated with certain anticipated transactions. The Company regularly designates its foreign currency derivatives as cash flow hedges; however, the Company is not presently party to any foreign currency derivatives designated as cash flow hedges.
Undesignated Foreign Currency Forward Contracts
On October 14, 2019, the Company entered into foreign currency forward contracts with an aggregate notional amount of $150 million and a fixed rate of 1.267 U.S. dollars to 1 U.K. pounds sterling. These forward contracts allowed for settlement between November 2, 2020 and December 1, 2020. Although not designated as hedging instruments for accounting purposes, these forward contracts were associated with the anticipated conversion of U.K. pounds sterling to U.S. dollars intended to partially fund the repayment of the Company's 1.00% Convertible Notes and serve to mitigate currency fluctuation risk. The Company recognized mark-to-market losses of $7.9 million and mark-to-market gains of $12.0 million on these contracts during the years ended December 31, 2019, and 2020, respectively, and realized a gain of $4.1 million upon terminating these foreign currency contracts in June 2020. These contracts were terminated shortly after completion of the issuance of the new Term Loan, which provided sufficient funds in U.S. dollars to repay the Convertible Notes, removing the need for future U.K. pounds sterling borrowings and the forward contracts. The mark-to-market and realized gains on the Company's undesignated foreign currency forward contracts are recognized in the Other income, net line of the Consolidated Statements of Operations.
Derivative Accounting Policy
The Interest Rate Derivatives discussed above are used by the Company to hedge its exposure to variability in expected future cash flows attributable to a particular risk and therefore typically qualify as and are designated as cash flow hedging instruments. The Company does not currently hold any interest rate derivative instruments not designated as cash flow hedges.
As discussed above, the Company generally utilizes fixed-for-floating Interest Rate Derivatives where the underlying pricing terms of the cash flow hedging instrument agree, in all material respects, with the pricing terms of the anticipated vault cash rental obligations, anticipated Amended Credit Agreement borrowings or other variable rate debt borrowings. Therefore, the amount of ineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes (i) that the obligations that have been hedged are no longer probable or (ii) that the underlying terms of the agreements have changed such that they do not sufficiently agree to the pricing terms of the Interest Rate Derivatives, the Interest Rate Derivative contracts would be deemed ineffective. The Company does not currently anticipate terminating or modifying terms of its existing Interest Rate Derivatives instruments prior to their expiration dates.
The Company recognizes its Interest Rate Derivative contracts as assets or liabilities at fair value and the accumulated changes in the fair values of the related Interest Rate Derivative contracts are reported net of taxes in Accumulated other comprehensive loss, net within the Consolidated Balance Sheets. For additional information related to the Company’s interest rate swap and cap contracts and the associated fair value measurements, see Note 18. Fair Value Measurements.
In accordance with U.S. GAAP, the Company reports the gain or loss related to each highly effective cash flow hedging instrument, including any ineffectiveness, as a component of Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets and reclassifies the gain or loss into earnings within the Cost of ATM operating revenues, Interest expense, net, or Other income, net lines of the Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings. The classification of the gain or loss is determined based on the associated hedge designation.
None of the Company’s existing derivative contracts contain credit-risk-related contingent features.
Summary of Outstanding Interest Rate Derivatives
The notional amounts, weighted average fixed rates, and remaining terms associated with the interest rate swap contracts and cap agreements that are currently in place in the U.S., Canada, the U.K, and Australia as of December 31, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining Term of Hedging Instrument
|
|
Segment
|
|
Currency
|
|
Weighted Average Fixed Rate/Cap Rate (1)
|
|
Notional Value in Respective Currency
|
|
|
|
|
|
|
|
|
(In millions)
|
Interest Rate Swap Contracts - Vault Cash
|
|
|
|
|
|
|
|
|
January 1, 2021 – December 31, 2021
|
|
North America
|
|
U.S. Dollar
|
|
1.46%
|
|
1,200
|
|
January 1, 2022 – December 31, 2022
|
|
North America
|
|
U.S. Dollar
|
|
1.17%
|
|
1,000
|
|
January 1, 2023 – December 31, 2024
|
|
North America
|
|
U.S. Dollar
|
|
0.98%
|
|
600
|
|
January 1, 2021 – December 31, 2021
|
|
North America
|
|
Canadian Dollar
|
|
2.46%
|
|
125
|
|
January 1, 2021 – December 31, 2022
|
|
Europe & Africa
|
|
Pound Sterling
|
|
0.94%
|
|
500
|
|
January 1, 2021 – December 31, 2021
|
|
Australia & New Zealand
|
|
Australian Dollar
|
|
0.71%
|
|
40
|
|
Interest Rate Cap Contracts - Vault Cash
|
|
|
|
|
|
|
|
|
January 1, 2021 – December 31, 2023
|
|
North America
|
|
U.S. Dollar
|
|
3.25%
|
|
200
|
|
Interest Rate Cap Contracts - Variable Debt
|
|
|
|
|
|
|
|
|
January 1, 2021 – December 31, 2025
|
|
North America
|
|
U.S. Dollar
|
|
1.00%
|
|
250
|
|
(1) Cap rate represents the maximum amount of interest to be paid each year as per terms of the cap. The cost of the cap related to vault cash is amortized through vault cash rental expense over the term of the cap while the cost of the cap related to floating-rate debt is amortized through interest expense over the term of the cap.
Effects of Derivative Contracts on the Consolidated Balance Sheets and Consolidated Statements of Operations
The following tables depict the effects of the use of the Company’s derivative contracts in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations.
Balance Sheet Data
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset (Liability) Derivative Instruments
|
|
Balance Sheet Location
|
|
Fair Value
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
(In thousands)
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
Interest rate swap and cap contracts
|
|
Prepaid expenses, deferred costs, and other current assets
|
|
$
|
—
|
|
|
$
|
1,872
|
|
Interest rate swap and cap contracts
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
|
—
|
|
|
8,766
|
|
Interest rate swap and cap contracts
|
|
Current portion of other long-term liabilities
|
|
(23,916)
|
|
|
(7,697)
|
|
Interest rate swap and cap contracts
|
|
Other long-term liabilities
|
|
(26,994)
|
|
|
(9,723)
|
|
Total derivatives designated as hedging instruments, net
|
|
|
|
$
|
(50,910)
|
|
|
$
|
(6,782)
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
Current portion of other long-term liabilities
|
|
—
|
|
|
(7,868)
|
|
Total derivative instruments, net
|
|
|
|
$
|
(50,910)
|
|
|
$
|
(14,650)
|
|
Statements of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
Derivatives in Cash Flow Hedging Relationship
|
|
Amount of Loss on Derivative Instruments Recognized in
Accumulated other comprehensive loss, net
|
|
Location of Loss Reclassified from Accumulated other comprehensive loss, net into Income
|
|
Amount of Loss Reclassified from
Accumulated other comprehensive loss, net
into Income
|
|
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
|
|
(In thousands)
|
|
|
|
(In thousands)
|
Interest rate swap and cap contracts
|
|
$
|
(60,264)
|
|
|
$
|
(19,928)
|
|
|
Cost of ATM operating revenues
|
|
$
|
(27,370)
|
|
|
$
|
(1,935)
|
|
Interest rate swap and cap contracts
|
|
(720)
|
|
|
(383)
|
|
|
Interest expense, net
|
|
(199)
|
|
|
$
|
(197)
|
|
Total
|
|
$
|
(60,984)
|
|
|
$
|
(20,311)
|
|
|
|
|
$
|
(27,569)
|
|
|
$
|
(2,132)
|
|
As of December 31, 2020, the Company expects to reclassify $23.9 million of net derivative-related losses contained in the Accumulated comprehensive loss, net line within its Consolidated Balance Sheets into earnings during the next twelve months concurrent with the recording of the related vault cash rental expense and Term Loan interest expense amounts.
The following table shows the impact of the Company's cash flow hedge accounting relationships on the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location and Amount of Loss Recognized in Income on Cash Flow Hedging Relationships in the Year Ended
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
(In thousands)
|
|
|
Cost of ATM Operating Revenues
|
|
Interest Expense, net
|
|
Cost of ATM Operating Revenues
|
|
Interest Expense, net
|
Total amount of expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
|
$
|
652,906
|
|
|
$
|
37,097
|
|
|
$
|
830,359
|
|
|
$
|
26,604
|
|
|
|
|
|
|
|
|
|
|
Amount of loss reclassified from Accumulated other comprehensive loss, net into expense
|
|
$
|
27,370
|
|
|
$
|
199
|
|
|
$
|
1,935
|
|
|
$
|
197
|
|
(17) Leases
The Company adopted ASC 842, Leases (the "Lease Standard") as of January 1, 2019, using the modified retrospective approach and using the effective date as the date of initial application. Consequently, financial information for dates and periods before January 1, 2019 have not been updated or recast. In addition, the Company elected the practical expedients permitted under the transition guidance within the Lease Standard, which allowed the Company to carry forward prior conclusions about lease identification, lease classification, and initial direct costs. In accordance with the Company's accounting policy, the Company elected not to exclude short-term leases for any of its vehicle and equipment leases, as the lease terms associated with the Company's operating leases are routinely longer than 12 months. In addition, the Company elected not to separate lease and non-lease components for its ATM placement agreements that contain fixed payments and are deemed to contain an operating lease under the Lease Standard.
The Company leases facilities consisting of office and warehouse space as well as vehicles, office equipment and, to a limited extent, ATM equipment. The Company's facility leases have various remaining terms extending 10-11 years, some of which may include one or more options to extend the associated lease term by up to 5-10 years, and some may include options for the Company or the lessor to terminate the leases prior to the end of the lease term. The exercise of lease renewal options is at the Company's discretion. From time to time, the Company may sublease office or warehouse space. This sublease activity is currently not significant. The Company's vehicle and equipment leases currently have remaining lease terms extending up to nearly 5 years and these leases typically have original terms of approximately 4-6 years. The Company has not historically
extended its vehicle and equipment leases beyond their original term. Similarly, the Company has not historically subleased these assets.
In addition, certain ATM placement agreements are deemed to contain an operating lease of merchant space under the Lease Standard. These ATM placement agreements have remaining terms extending from less than 1 year to more than 5 years. These arrangements consist of semi-permanent or through-the-wall placements of company-owned ATMs at merchant or financial institution locations. These arrangements are deemed to contain a lease as the counterparty lacks the practical ability to substitute alternative space. The renewal provisions under ATM placement agreements vary.
Fixed payments related to the Company's through-the-wall ATM placement agreements are included in the lease payment that gives rise to the operating lease asset and operating lease liability recognized on the Company's Consolidated Balance Sheets. These placement agreements may also require variable merchant commissions based on the type and volume of transactions conducted at the ATMs at their respective location. To the extent the merchant commissions are variable, the commission payments to the merchants are not deemed part of the lease payment that gives rise to the operating lease asset and operating lease liability. In addition, the merchant commissions may also change, in accordance with the terms of these agreements, in response to changes in interchange fees or interest rates. Certain Company facility leases also require variable payments based on an index or external market rates. Variable lease payments that depend on an index or rate are included in lease payments that give rise to the lease asset and lease liability measured using the prevailing rate or index at the lease commencement date. The Company's vehicle and equipment leases do not generally include variable payments.
The Company recognizes the accounting impact of lease extension options when reasonably certain that a right to extend a lease will be exercised. The Company does not provide residual value guarantees within or in conjunction with any of its leases. As of December 31, 2020, all material leases of facilities, vehicles, equipment, and merchant space had commenced.
The Company is not currently party to any significant finance leases. As a result, the net assets recorded under finance leases and the associated liabilities are not material.
Balance sheet information related to operating leases is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
December 31, 2020
|
|
December 31, 2019
|
Assets
|
|
|
|
(In thousands)
|
Operating lease assets
|
|
Operating lease assets
|
|
$
|
60,368
|
|
|
$
|
76,548
|
|
Total operating lease assets
|
|
|
|
$
|
60,368
|
|
|
$
|
76,548
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Operating lease liabilities
|
|
Current portion of other long-term liabilities
|
|
$
|
18,683
|
|
|
$
|
20,345
|
|
Noncurrent
|
|
|
|
|
|
|
Noncurrent operating lease liabilities
|
|
Operating lease liabilities
|
|
56,683
|
|
|
69,531
|
|
Total operating lease liabilities
|
|
|
|
$
|
75,366
|
|
|
$
|
89,876
|
|
Operating lease costs during the years ended December 31, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
Year Ended
|
|
|
Classification
|
|
December 31, 2020
|
December 31, 2019
|
|
|
|
|
(In thousands)
|
Operating lease costs
|
|
Cost of ATM operating revenues (1)
|
|
$
|
19,809
|
|
$
|
27,027
|
|
Operating lease costs
|
|
Selling, general, and administrative expenses (2)
|
|
4,836
|
|
5,682
|
|
Total operating lease cost
|
|
|
|
$
|
24,645
|
|
$
|
32,709
|
|
(1)Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed direct operating lease costs. The variable lease cost associated with these leases was not significant. In addition, includes the fixed and variable cost associated with ATM placement agreements that are deemed to contain a lease. The variable cost associated with these placements were approximately $2.4 million and $3.8 million in the twelve months ended December 31, 2020 and 2019, respectively.
(2)Includes the fixed and variable cost of facilities, vehicles, and office equipment that are deemed general and administrative operating lease costs. The variable lease cost associated with these leases was not significant.
The decrease in operating lease costs in the year ended December 31, 2020 in comparison to the year ended December 31, 2019 is attributable to the decrease in the number of through-the-wall ATM placement agreements that include fixed payments, the decrease in variable fees associated with these placements due to transaction volume, and in certain cases the decrease in fixed fees paid while the ATMs were not in operation due to the Pandemic. In addition, operating lease costs were lower due to the exit of certain facilities and the timing of these exits in 2019 and 2020.
The following table presents the weighted-average remaining term and weighted-average discount rate associated with the Company's operating leases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Term and Discount Rate
|
|
December 31, 2020
|
|
December 31, 2019
|
Weighted-average remaining lease term (years)
|
|
|
|
|
Operating leases
|
|
7.2
|
|
6.9
|
Weighted-average discount rate
|
|
|
|
|
Operating leases
|
|
3.68
|
%
|
|
3.47
|
%
|
Additional lease information is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
Year Ended December 31, 2019
|
|
|
(In thousands)
|
Operating cash outflows resulting from payments of operating lease liabilities
|
|
$
|
19,315
|
|
$
|
19,708
|
|
New operating lease assets recognized during the period
|
|
$
|
10,400
|
|
$
|
14,161
|
|
The following table presents the undiscounted cash flows associated with the Company's recognized operating lease liabilities in the next five years and thereafter as of December 31, 2020.
|
|
|
|
|
|
|
|
|
Maturity of Recognized Operating Lease Liabilities
|
|
Operating
Lease Payments(1)
|
|
|
(In thousands)
|
2021
|
|
$
|
21,139
|
|
2022
|
|
13,039
|
|
2023
|
|
10,077
|
|
2024
|
|
8,506
|
|
2025
|
|
6,389
|
|
After 2025
|
|
26,591
|
|
Total lease payments
|
|
85,741
|
|
Less: Interest (2)
|
|
(10,375)
|
|
Present value of operating lease liabilities (3)
|
|
$
|
75,366
|
|
(1)Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements. The Company has identified no extensions that are reasonably certain of being exercised and there are no significant lease agreements that have been signed and not yet commenced.
(2)Calculated using the estimated incremental borrowing rate for each lease.
(3)Includes current operating lease liabilities of approximately $18.7 million and noncurrent operating lease liabilities of approximately $56.7 million.
(18) Fair Value Measurements
The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020 and 2019 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 refers to 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 December 31, 2020
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Liabilities associated with interest rate swap and cap contracts
|
$
|
(50,910)
|
|
|
$
|
—
|
|
|
$
|
(50,910)
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Liabilities associated with acquisition related contingent consideration
|
$
|
(9,490)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9,490)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2019
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
|
|
Assets associated with interest rate swap and cap contracts
|
$
|
10,638
|
|
|
$
|
—
|
|
|
$
|
10,638
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
Liabilities associated with interest rate swap and cap contracts
|
$
|
(17,420)
|
|
|
$
|
—
|
|
|
$
|
(17,420)
|
|
|
$
|
—
|
|
Liabilities associated with foreign currency forward contracts
|
$
|
(7,868)
|
|
|
$
|
—
|
|
|
$
|
(7,868)
|
|
|
$
|
—
|
|
Liabilities associated with acquisition related contingent consideration
|
$
|
(16,851)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,851)
|
|
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 credit losses, 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 (Level 3) inputs. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An assessment of non-amortized intangible assets is performed on an annual basis or more frequently based on the occurrence of events that might indicate a potential impairment.
Acquisition related contingent consideration. Since the 2017 acquisition of Spark ATM Systems, liabilities from acquisition related contingent consideration have been estimated using market observable inputs and other significant non-observable inputs, as well as projections based on the Company’s best estimate of future operational results upon which the payment of these obligations were contingent. The contingent consideration payment amounts have been estimated based upon a formula and projected performance relative to certain agreed-upon earnings targets for 2019 and 2020. Subsequent to the Spark acquisition, the Company utilized a Monte Carlo simulation to estimate the fair value and account for the interdependence between the 2019 and 2020 performance periods. However, effective December 31, 2019, at the end of the first measurement period, the Company revised its methodology and used a Black-Scholes based model to estimate the fair value of the payments. As of December 31, 2020, the remaining liability for the second measurement period was based on full-year 2020 results, in accordance with the agreement.
During the years ended December 31, 2020 and 2019, the Company recognized mark-to-market gains of approximately $0.5 million and approximately $21.9 million, respectively, to revise the estimated fair value of the contingent consideration liability. The Company recognized net foreign exchange gains of $1.7 million and net foreign exchange losses of approximately $0.5 million during the years ended December 31, 2020 and 2019, respectively, to remeasure the South African Rand denominated liability. The revisions to the estimated fair value and the net foreign exchange gains and losses related to this arrangement are included in the Other income, net line in the Consolidated Statements of Operations.
As of December 31, 2020 and 2019, the estimated fair value of the Company's acquisition related contingent consideration liability was $9.5 million and $16.9 million, respectively. During the year ended December 31, 2020, the Company paid $5.2 million to satisfy the 2019 portion of its obligation under the Spark acquisition contingent consideration arrangement. As of December 31, 2020, the Company has recognized an estimated remaining contingent consideration liability of $9.5 million for the second performance period, payable in the first quarter of 2021.
Long-term debt. The carrying amounts of the long-term debt balances related to borrowings under the Company’s Revolving credit facility and Term Loan approximate fair values due to the fact that any outstanding borrowings are subject to short-term floating interest rates. As of December 31, 2020, the fair value of the 2025 Notes totaled $312.2 million based on the quoted prices in markets that are not active inputs (Level 2) for these notes as of that date. As of December 31, 2019, the fair value of the Convertible Notes and 2025 Notes totaled $305.7 million and $311.9 million, respectively, based on quoted prices in markets that are not active inputs (Level 2) for these notes as of that date. For additional information related to long-term debt, see Note 11. Current and Long-Term Debt.
Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its ARO liability using expected discounted future cash flow at the Company’s credit-adjusted risk-free interest rate. Liabilities added to the ARO are measured at fair value at the time of the asset installations using significant non-observable (Level 3) inputs. These liabilities are evaluated periodically based on estimated current fair value. Amounts added to the ARO liability during the years ended December 31, 2020 and 2019 totaled $4.6 million and $3.7 million, respectively.
Interest rate derivatives and foreign currency forward contracts. These financial instruments are carried at fair value and are valued using pricing models based on significant other observable inputs (Level 2), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. For additional information related to the valuation process of this asset or liability, see Note 16. Derivative Financial Instruments.
(19) 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 accruals where necessary for contingent liabilities, based on ASC 450, Contingencies, when it has determined that a liability is probable and reasonably estimable. The Company’s management does not expect the outcome in any legal proceedings or claims, individually or collectively, to have a material adverse financial or operational impact on the Company. Additionally, the Company currently expenses all legal costs as they are incurred.
On March 1, 2019, the Company was named as a defendant in a purported class action lawsuit stylized as Kristen Schertzer, et al. v. Bank of America, N.A., et al., Case No. 3:19-cv-00264, in the United States District Court for the Southern District of California, which makes allegations of harm related to balance inquiry transactions. On September 28, 2020, the district court issued a denial of the Company’s motion to dismiss and the matter is proceeding to the discovery phase. Due to the early stages of this matter, including uncertainty related to class certification and potential amount claimed by the class, the Company is unable to determine if liability will arise from this matter or estimate the range of any potential liability. The Company will vigorously defend this matter.
Gain Contingency
In 2014, the Valuation Office Agency (or “VOA”), an executive agency of HM Revenue & Customs in England and Wales, took action to amend its business ratings list going back to 2010, to create separate entries on these lists for the sites of thousands of ATMs. Similar steps were taken by the equivalent agencies to the VOA in Scotland and Northern Ireland in their respective jurisdictions. Before 2014, the ATM sites in each location had not been distinguished from the host store. Therefore, the ATMs located in host stores such as supermarkets and convenience stores were not subject to business rates, a tax on commercial property. The effect of each of the amendments was to include the ATM sites in the business ratings lists as
separate hereditaments with their own ratable value, subjecting the sites to business rates taxation. The Company and its merchant partners paid the business rate taxes, as required.
In 2018, various appellants, including a number of large supermarkets and the Company (together, the “Appellants”), appealed the matter to the England and Wales Court of Appeal (the “Court of Appeal”) after having lost appeals to the Valuation Tribunal for England (“VTE”) and Upper Tribunal (Lands Chamber) in 2016 and 2017, respectively. In late 2018, the Court of Appeal ruled in favor of the Appellants and found that the amendments to the ratings list for a large number of ATM location types should not have been affected by the VOA, or sustained by the VTE and Upper Tribunal. The VOA appealed to the U.K. Supreme Court, and on May 20, 2020, the Supreme Court dismissed the VOA appeal and upheld the decision of the Court of Appeal.
Following the Supreme Court ruling, the VOA is in process of amending the business rating lists for England and Wales and the Company has recovered some of the amounts paid to the tax authorities in respect of the ATMs subject to the amended lists in numerous local tax jurisdictions for the periods spanning from 2010 to December 2020. During the year ended December 31, 2020, the Company recorded cash recoveries of approximately $35.1 million, net of amounts due to merchant partners, which is reflected as a reduction to the Cost of ATM operating revenues line in the Consolidated Statements of Operations. The Company estimates that up to approximately 13 million U.K. pounds sterling, or up to approximately $18 million at the December 31, 2020 exchange rate, remains recoverable from the various tax authorities, net of amounts that have already been recovered or are estimated to be due to merchant partners of the Company, some of which had paid indirectly these business rate taxes. The Company seeks to ensure that all necessary amendments to the business ratings list are made and that all recoverable amounts paid to the tax authorities are collected. The Company's estimate of the total recoverable amount is subject to change as the Company continues its analysis of the business rate taxes paid during the 10 year period. Due to the complexity in administering and uncertainty of these collections, the Company will recognize the business rate tax recoveries only when received.
The Supreme Court ruling does not apply to Scotland or Northern Ireland and business rate taxes in those jurisdictions are still subject to valuation tribunal appeals and assessments. Accordingly, the Company continues to recognize business rate taxes in Scotland and Northern Ireland, net of any amounts recorded as receivables that are deemed recoverable under contracts with merchants.
Other Commitments
Asset retirement obligations. The Company’s ARO consist primarily of costs to remove the Company’s ATMs and to restore the ATM sites to their original condition. In most cases, the Company is contractually required to perform this deinstallation of its owned ATMs, and in some cases, site restoration work. The Company had $63.5 million accrued for these liabilities as of December 31, 2020. For additional information, see Note 12. Asset Retirement Obligations.
Acquisition related contingent consideration. During the year ended December 31, 2020, the Company paid $5.2 million to satisfy the 2019 portion of its obligation under the Spark acquisition contingent consideration arrangement. As of December 31, 2020, the Company had $9.5 million accrued for its 2020 obligation. For additional information related to the Spark acquisition related contingent consideration, see Note 18. Fair Value Measurements.
Purchase commitments. As of December 31, 2020, the Company had open purchase commitments of $15.7 million including agreements for purchases of various products and services in the normal course of business that are open as of December 31, 2020 and were delivered in the first full month following the close of the calendar year. This represents the Company's estimate of binding purchase obligations for which all significant terms have been confirmed, based on the timing of fulfillment. Open purchase commitments also includes amounts committed with a third-party service provider to provide information technology services through September 2022. The remaining financed portion of this commitment of approximately $7.9 million is recorded as a liability in the Consolidated Balance Sheet as of December 31, 2020. Other material purchase commitments as of December 31, 2020 included $1.5 million in minimum service requirements for certain gateway and processing fees over the next six years.
(20) Income Taxes
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in the U.S., providing for an elective five-year carryback of net operating losses (NOLs) generated in taxable years beginning after December 31, 2017 and before January 1, 2021. As a result of this change in law and since the Company incurred net operating losses in 2018, the Company carried back these 2018 losses to prior periods to receive refunds of taxes paid at the higher 35%
U.S. federal tax rate, compared to the current U.S. federal tax rate of 21%, and recognized a non-recurring benefit related to the net operating loss carryback of $7.9 million.
On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax Reform”), was enacted and signed into legislation. Under U.S. GAAP, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted and the Company provisionally recognized a one-time net tax benefit totaling $11.6 million for the year ending December 31, 2017. In accordance with SEC Staff Accounting Bulletin No. 118 (SAB 118), the Company adjusted the provisional estimates during the three months ended September 30, 2018. Specifically, the Company increased its estimate of the one-time tax benefit by $1.2 million upon its completion of the earnings and profits calculations of its foreign subsidiaries. Offsetting this benefit, the Company recognized a charge of $1.0 million for deferred tax assets that will not be realized, determined after the release of IRS Notice 2018-68, clarifying deduction limitations for remunerations of covered persons. During the three months ended December 31, 2018, the Company additionally increased its one-time tax benefit by $0.2 million and completed its accounting for the tax effects of the U.S. Tax Reform.
The Company’s income before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
U.S.
|
$
|
5,881
|
|
|
$
|
38,254
|
|
|
$
|
(20,066)
|
|
Non-U.S.
|
13,708
|
|
|
26,533
|
|
|
34,179
|
|
Total pre-tax book income
|
$
|
19,589
|
|
|
$
|
64,787
|
|
|
$
|
14,113
|
|
The Company’s income tax expense based on income before income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Current
|
|
|
|
|
|
U.S. federal
|
$
|
(20,305)
|
|
|
$
|
289
|
|
|
$
|
(1,462)
|
|
U.S. state and local
|
930
|
|
|
1,527
|
|
|
1,365
|
|
Non-U.S.
|
8,059
|
|
|
7,965
|
|
|
12,292
|
|
Total current
|
$
|
(11,316)
|
|
|
$
|
9,781
|
|
|
$
|
12,195
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
U.S. federal
|
$
|
13,350
|
|
|
$
|
7,636
|
|
|
$
|
1,349
|
|
U.S. state and local
|
886
|
|
|
2,715
|
|
|
1,816
|
|
Non-U.S.
|
(2,468)
|
|
|
(3,610)
|
|
|
(4,903)
|
|
Total deferred
|
11,768
|
|
|
6,741
|
|
|
(1,738)
|
|
Total income tax expense
|
$
|
452
|
|
|
$
|
16,522
|
|
|
$
|
10,457
|
|
Income tax expense differs from amounts computed by applying the statutory tax rate to income before income taxes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Income tax expense at the U.K. statutory tax rate of 19% for the years ended December 31, 2020, 2019, and 2018
|
$
|
4,057
|
|
|
$
|
12,309
|
|
|
$
|
2,681
|
|
Provision to return and deferred tax adjustments
|
(2,857)
|
|
|
157
|
|
|
1,017
|
|
U.S. state tax, net of federal benefit
|
1,615
|
|
|
3,095
|
|
|
637
|
|
Permanent adjustments
|
107
|
|
|
606
|
|
|
738
|
|
Tax rates (less than) in excess of statutory tax rates
|
(1,164)
|
|
|
1,143
|
|
|
2,247
|
|
Impact of finance structure
|
(1,070)
|
|
|
(4,434)
|
|
|
354
|
|
Non-deductible/(non-taxable) transaction costs
|
1,636
|
|
|
(3,816)
|
|
|
(425)
|
|
Goodwill impairment (non-deductible)
|
—
|
|
|
1,941
|
|
|
—
|
|
U.S. Tax Reform (net impact)
|
—
|
|
|
764
|
|
|
(435)
|
|
Tax law changes
|
(9,665)
|
|
|
—
|
|
|
—
|
|
Share-based compensation
|
1,702
|
|
|
2,223
|
|
|
2,107
|
|
Capital gains
|
—
|
|
|
—
|
|
|
851
|
|
Other
|
(128)
|
|
|
499
|
|
|
48
|
|
Subtotal
|
(5,767)
|
|
|
14,487
|
|
|
9,820
|
|
Change in valuation allowance
|
6,219
|
|
|
2,035
|
|
|
637
|
|
Total income tax expense
|
452
|
|
|
16,522
|
|
|
10,457
|
|
The net income tax expense is attributable to a combination of (i) the mix of earnings across jurisdictions, including increased losses incurred in countries where the Company realizes no tax benefit, (ii) the additional tax expense related to share-based compensation, (iii) non-deductible acquisition related costs, (iv) non-recurring tax benefits related to U.K. deferred tax assets resulting from the U.K. tax law change maintaining the current 19% tax rate rather than reducing to 17%, as previously enacted, and (v) non-recurring tax benefits related to U.S. net operating loss carrybacks to prior years taxed at the previous higher tax rate of 35%.
The Company’s net deferred tax assets and liabilities, by segment, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Total
|
|
(In thousands)
|
Noncurrent deferred tax asset
|
$
|
39,685
|
|
|
$
|
22,813
|
|
|
$
|
10,980
|
|
|
$
|
1,537
|
|
|
$
|
75,015
|
|
Valuation allowance
|
(11,902)
|
|
|
(3,547)
|
|
|
(3,173)
|
|
|
—
|
|
|
(18,622)
|
|
Noncurrent deferred tax liability
|
(78,865)
|
|
|
(3,823)
|
|
|
(7,807)
|
|
|
—
|
|
|
(90,495)
|
|
Net noncurrent deferred tax (liability) asset
|
$
|
(51,082)
|
|
|
$
|
15,443
|
|
|
$
|
—
|
|
|
$
|
1,537
|
|
|
$
|
(34,102)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Total
|
|
(In thousands)
|
Noncurrent deferred tax asset
|
$
|
38,140
|
|
|
$
|
16,466
|
|
|
$
|
11,400
|
|
|
$
|
1,730
|
|
|
$
|
67,736
|
|
Valuation allowance
|
(5,970)
|
|
|
(1,427)
|
|
|
(4,046)
|
|
|
—
|
|
|
(11,443)
|
|
Noncurrent deferred tax liability
|
(78,211)
|
|
|
(4,447)
|
|
|
(7,354)
|
|
|
—
|
|
|
(90,012)
|
|
Net noncurrent deferred tax (liability) asset
|
$
|
(46,041)
|
|
|
$
|
10,592
|
|
|
$
|
—
|
|
|
$
|
1,730
|
|
|
$
|
(33,719)
|
|
The Company’s tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Noncurrent deferred tax assets
|
|
|
|
Reserve for receivables
|
$
|
1,221
|
|
|
$
|
625
|
|
Accrued liabilities and inventory reserves
|
2,703
|
|
|
3,231
|
|
Net operating loss carryforward
|
25,615
|
|
|
31,555
|
|
Unrealized losses on interest rate swap contracts
|
12,016
|
|
|
1,338
|
|
Share-based compensation expense
|
3,808
|
|
|
3,044
|
|
Asset retirement obligations
|
819
|
|
|
1,101
|
|
Tangible and intangible assets
|
21,561
|
|
|
18,491
|
|
Deferred revenue
|
4,280
|
|
|
4,294
|
|
Other
|
2,992
|
|
|
4,057
|
|
Subtotal
|
75,015
|
|
|
67,736
|
|
Valuation allowance
|
(18,622)
|
|
|
(11,443)
|
|
Noncurrent deferred tax assets
|
$
|
56,393
|
|
|
$
|
56,293
|
|
|
|
|
|
Noncurrent deferred tax liabilities
|
|
|
|
Tangible and intangible assets
|
$
|
(87,539)
|
|
|
$
|
(88,017)
|
|
Asset retirement obligations
|
(30)
|
|
|
(29)
|
|
Unrealized gain on interest rate swap contracts
|
—
|
|
|
—
|
|
Other
|
(2,926)
|
|
|
(1,966)
|
|
Noncurrent deferred tax liabilities
|
$
|
(90,495)
|
|
|
$
|
(90,012)
|
|
|
|
|
|
Net deferred tax liability
|
$
|
(34,102)
|
|
|
$
|
(33,719)
|
|
The Company assesses the need for any 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 December 31, 2020, and the weight of all evidence, the Company concluded that maintaining valuation allowances on deferred tax assets in Australia, Mexico, Canada, and Spain is appropriate, as the Company currently believes that it is more likely than not that the related deferred tax assets will not be realized.
The deferred tax expenses and benefits associated with the Company’s net unrealized gains and losses on derivative instruments and foreign currency translation adjustments have been recorded in the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets.
As of December 31, 2020, the Company had approximately $13.5 million in U.S. federal net operating loss carryforwards, of which $0.4 million expires annually through 2036, approximately $41.7 million in Canadian net operating loss carryforwards that will begin expiring in 2031, approximately $14.6 million in Australian net operating loss carryforwards not subject to expiration, approximately $13.9 million in Spanish net operating loss carryforwards not subject to expiration, and approximately $9.5 million in net operating loss carryforwards in Mexico that are subject to expiration based on a 10 year loss carryforward limitation. The deferred tax benefits associated with such carryforwards in Canada, Australia, Spain, and Mexico, to the extent they are not offset by deferred tax liabilities, have been fully reserved for through a valuation allowance.
The Company currently believes that the unremitted earnings of certain of its 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.
The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, the Company is not subject to income tax examination by tax authorities for years before 2015. The Company has recorded an uncertain tax benefit of $2.4 million, of which $1.5 million was for net operating losses generated in prior years with an associated valuation allowance, and $0.4 million was for a deferred tax asset for the related U.S. federal tax benefit. A net amount of $0.5 million of this uncertain tax benefit was recorded to tax expense in 2019.
(21) Concentration Risk
Significant supplier. For the years ended December 31, 2020 and 2019, the Company purchased ATM and ATM-related equipment from one supplier that accounted for 81% and 77%, respectively, of the Company’s total ATM purchases for those years.
Significant merchant customers. For the year ended December 31, 2020, the Company derived approximately 23% of its total revenues from ATMs placed at the locations of its top five merchant customers. The Company’s top five merchant customers, none accounting for more than 6% of total revenue for the year ended December 31, 2020, were Alimentation Couche-Tard Inc., Co-operative Food, CVS Caremark Corporation, Speedway LLC, and Walgreens Boots Alliance, Inc. Accordingly, a significant percentage of the Company’s future revenues and operating income will be dependent upon the successful continuation of its relationship with these merchants. As of December 31, 2020, the contracts the Company has with its five largest merchant customers have a weighted average remaining contractual life of approximately 2.7 years.
(22) Segment Information
As of December 31, 2020, the Company’s operating segments consisted of its North America, Europe & Africa, and Australia & New Zealand segments. The Company’s ATM operations in the U.S., Canada, Mexico, and Puerto Rico are included in its North America segment. The North America segment also includes the Company’s transaction processing operations, which service its internal ATM operations, along with external customers. The Company’s operations in the U.K., Ireland, Germany, Spain, and South Africa are included in its Europe & Africa segment, along with i-design (the Company’s ATM advertising business based in the U.K.). The Company’s Australia & New Zealand segment consists exclusively of its operations in Australia and New Zealand. The Corporate segment primarily includes the general and administrative costs incurred by the corporate functions in the Company's geographical regions and also the technology center in India. While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies. Segment information presented for prior periods have been revised to reflect the changes in the Company’s segments. Intersegment revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.
Management uses Adjusted EBITDA, together with U.S. GAAP measures, to manage and measure the performance of its segments. Management believes Adjusted EBITDA is a useful measure to more effectively evaluate the performance of the business and compare its results of operations from period to period without regard to financing methods, capital structure, or non-recurring costs as defined by the Company. Adjusted EBITDA adds net interest expense, income tax expense, depreciation and accretion, amortization of deferred financing costs and note discounts, amortization of intangible assets, share-based compensation expense, certain other income and expense amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses (if applicable in a particular period), and certain costs not anticipated to occur in future periods to net income, and includes an adjustment for noncontrolling interests. Depreciation and accretion expense and amortization of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantially from company to company within the industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.
Adjusted EBITDA, as defined by the Company, is a non-GAAP financial measure provided as a complement to the financial results prepared in accordance with U.S. GAAP. It may not be defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA, management recognizes and considers the limitations of this measurement. Therefore, Adjusted EBITDA 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 the consolidated financial statements.
The following table is a reconciliation of Net income attributable to controlling interests and available to common shareholders to EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Net income attributable to controlling interests and available to common shareholders
|
$
|
19,144
|
|
|
$
|
48,274
|
|
|
$
|
3,676
|
|
Adjustments:
|
|
|
|
|
|
Interest expense, net
|
37,097
|
|
|
26,604
|
|
|
35,429
|
|
Amortization of deferred financing costs and note discount
|
12,161
|
|
|
13,447
|
|
|
14,887
|
|
Redemption costs for early extinguishment of debt
|
3,018
|
|
|
—
|
|
|
6,408
|
|
Income tax expense
|
452
|
|
|
16,522
|
|
|
10,457
|
|
Depreciation and accretion expense
|
133,210
|
|
|
130,676
|
|
|
126,199
|
|
Amortization of intangible assets
|
31,874
|
|
|
49,261
|
|
|
52,911
|
|
EBITDA
|
$
|
236,956
|
|
|
$
|
284,784
|
|
|
$
|
249,967
|
|
Add back:
|
|
|
|
|
|
Loss on disposal and impairment of assets (1)
|
4,144
|
|
|
11,653
|
|
|
17,873
|
|
Other income, net (2)
|
(18,077)
|
|
|
(18,404)
|
|
|
(627)
|
|
Noncontrolling interests (3)
|
59
|
|
|
58
|
|
|
38
|
|
Share-based compensation expense
|
22,264
|
|
|
20,962
|
|
|
15,660
|
|
Restructuring expenses (4)
|
9,443
|
|
|
8,928
|
|
|
6,586
|
|
|
|
|
|
|
|
Acquisition related expenses (5)
|
8,836
|
|
|
—
|
|
|
3,191
|
|
|
|
|
|
|
|
Adjusted EBITDA (6)
|
$
|
263,625
|
|
|
$
|
307,981
|
|
|
$
|
292,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Loss on disposal and impairment of assets includes a goodwill impairment of $7.3 million related to the Company’s Canada reporting unit as of December 31, 2019. For the year ended December 31, 2018, the loss on disposal and impairment of assets was due to the Company's decision to not redeploy certain ATM models as well as losses on asset disposals in the ordinary course of business and disposals related to the exit from a leased facility in the U.K.
(2)Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.
(3)Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.
(4)For the years ended December 31, 2020, 2019, and 2018, restructuring expenses included costs incurred in conjunction with facility closures, workforce reductions and other related charges connected to the Company's corporate reorganization and cost reduction initiatives.
(5)For the year ended December 31, 2020, acquisition related expenses includes investment banking, legal and professional fees and certain other administrative costs incurred in connection with the proposed acquisition of the Company, as further discussed in Note 1. Basis of Presentation and Summary of Significant Accounting Policies - (a) Description of Business. For the year ended December 31, 2018, acquisition related expenses include costs incurred for professional and legal fees and certain other transition and integration-related costs related to the Company's acquisition of DirectCash Payments Inc. that occurred in 2017.
(6)The results for the year ended December 31, 2020, include business rate tax recoveries of $35.1 million, classified as a cost reduction within Cost of ATM operating revenues.
The following tables reflect certain financial information for each of the Company’s reporting segments for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2020 (1)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
|
(In thousands)
|
Revenue from external customers
|
$
|
756,243
|
|
|
$
|
265,910
|
|
|
$
|
71,846
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,093,999
|
|
Intersegment revenues
|
5,910
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
(5,946)
|
|
|
—
|
|
Cost of revenues
|
506,338
|
|
|
139,170
|
|
|
51,659
|
|
|
1,430
|
|
|
(5,946)
|
|
|
692,651
|
|
Selling, general, and administrative expenses
|
60,263
|
|
|
34,196
|
|
|
7,676
|
|
|
58,144
|
|
|
(226)
|
|
|
160,053
|
|
Restructuring expenses
|
1,665
|
|
|
7,325
|
|
|
115
|
|
|
338
|
|
|
—
|
|
|
9,443
|
|
Acquisition related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
8,836
|
|
|
—
|
|
|
8,836
|
|
Loss (gain) on disposal and impairment of assets
|
2,813
|
|
|
1,361
|
|
|
(30)
|
|
|
—
|
|
|
—
|
|
|
4,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
195,555
|
|
|
92,584
|
|
|
12,510
|
|
|
(37,090)
|
|
|
66
|
|
|
263,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures (2)
|
51,949
|
|
|
32,228
|
|
|
2,152
|
|
|
4,813
|
|
|
—
|
|
|
91,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
1,253,811
|
|
|
$
|
483,869
|
|
|
$
|
55,778
|
|
|
$
|
37,987
|
|
|
$
|
—
|
|
|
$
|
1,831,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2019 (1)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
|
(In thousands)
|
Revenue from external customers
|
$
|
853,648
|
|
|
$
|
395,694
|
|
|
$
|
100,063
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,349,405
|
|
Intersegment revenues
|
9,866
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
(10,492)
|
|
|
—
|
|
Cost of revenues
|
577,302
|
|
|
245,362
|
|
|
71,281
|
|
|
1,528
|
|
|
(10,494)
|
|
|
884,979
|
|
Selling, general, and administrative expenses
|
69,250
|
|
|
42,569
|
|
|
9,101
|
|
|
56,554
|
|
|
—
|
|
|
177,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expenses
|
1,226
|
|
|
3,828
|
|
|
—
|
|
|
3,874
|
|
|
—
|
|
|
8,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on disposal and impairment of assets
|
9,449
|
|
|
2,359
|
|
|
(155)
|
|
|
—
|
|
|
—
|
|
|
11,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
216,933
|
|
|
108,388
|
|
|
19,721
|
|
|
(37,131)
|
|
|
70
|
|
|
307,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures (2)
|
58,631
|
|
|
44,995
|
|
|
4,289
|
|
|
16,991
|
|
|
—
|
|
|
124,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
1,141,084
|
|
|
$
|
511,037
|
|
|
$
|
60,416
|
|
|
$
|
51,421
|
|
|
$
|
—
|
|
|
$
|
1,763,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018 (1)
|
|
North America
|
|
Europe & Africa
|
|
Australia & New Zealand
|
|
Corporate
|
|
Eliminations
|
|
Total
|
|
(In thousands)
|
Revenue from external customers
|
$
|
820,252
|
|
|
$
|
407,584
|
|
|
$
|
117,407
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,345,243
|
|
Intersegment revenues
|
9,928
|
|
|
2,185
|
|
|
—
|
|
|
—
|
|
|
(12,113)
|
|
|
—
|
|
Cost of revenues
|
564,888
|
|
|
256,542
|
|
|
86,814
|
|
|
788
|
|
|
(11,249)
|
|
|
897,783
|
|
Selling, general, and administrative expenses
|
64,955
|
|
|
38,293
|
|
|
10,408
|
|
|
57,064
|
|
|
(230)
|
|
|
170,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expenses
|
3,597
|
|
|
1,646
|
|
|
—
|
|
|
1,343
|
|
|
—
|
|
|
6,586
|
|
Acquisition related expenses
|
(329)
|
|
|
1,518
|
|
|
1,124
|
|
|
878
|
|
|
—
|
|
|
3,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal and impairment of assets
|
12,295
|
|
|
5,360
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
17,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
200,335
|
|
|
114,934
|
|
|
20,185
|
|
|
(42,192)
|
|
|
(574)
|
|
|
292,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures (2)
|
44,867
|
|
|
40,687
|
|
|
7,122
|
|
|
14,529
|
|
|
—
|
|
|
107,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
1,195,693
|
|
|
$
|
494,457
|
|
|
$
|
63,613
|
|
|
$
|
33,581
|
|
|
$
|
—
|
|
|
$
|
1,787,344
|
|
(1)The segment information presented for the year ended December 31, 2018 has been revised to ensure consistency with the current allocation of certain intercompany revenues and expenses for the years ended December 31, 2020 and 2019.
(2)Capital expenditures are primarily related to organic growth projects, including the purchase of ATMs for both new and existing ATM management agreements, technology and product development, investments in infrastructure, ongoing refreshment of ATMs and operational assets and other related type activities in the normal course of business. Additionally, capital expenditures for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts.
Identifiable Assets
Property and equipment, net of accumulated depreciation, relating to operations in the Company's geographic segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
North America
|
$
|
238,601
|
|
|
$
|
258,496
|
|
Europe & Africa
|
145,824
|
|
|
158,335
|
|
Australia & New Zealand
|
19,232
|
|
|
19,988
|
|
Corporate
|
26,185
|
|
|
24,458
|
|
Total
|
$
|
429,842
|
|
|
$
|
461,277
|
|
(23) Supplemental Guarantor Financial Information
The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and its CFC Subsidiaries (as defined in the 2025 Notes Indenture). The guarantees of the 2025 Notes by any 2025 Notes Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the 2025 Notes Guarantor, (ii) the disposition of sufficient capital stock of the 2025 Notes Guarantor so that it no longer qualifies under the 2025 Notes Indenture as a restricted subsidiary of the Company, (iii) the designation of the 2025 Notes Guarantor as an unrestricted subsidiary in accordance with the 2025 Notes Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the 2025 Notes Indenture, (v) the liquidation or dissolution of the 2025 Notes Guarantor, or (vi) provided the 2025 Notes Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company or another 2025 Notes Guarantor. A 2025 Notes Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge into another company (other than the Company or another 2025 Notes Guarantor) unless no default under the 2025 Notes Indenture exists and either the successor to the 2025 Notes Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the 2025 Notes Indenture.
On March 2, 2020, the SEC made significant changes to its disclosure requirements relating to registered securities that are guaranteed. The disclosure requirements, as amended, are generally effective for filings on or after January 4, 2021, with early adoption permitted. The new rules, adopted by the Company in conjunction with its Form 10-Q for the period ended March 31, 2020, changed the form and content of the disclosures, requiring summarized financial information only as of and for the most recently completed fiscal year and subsequent year-to-date interim period, if certain conditions are met. The following information reflects the Condensed Consolidating Statements of Comprehensive Income (Loss) for the year ended December 31, 2020, and the Condensed Consolidating Balance Sheets as of December 31, 2020 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii) Cardtronics Delaware and Cardtronics U.S.A. (“Issuers”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025 Notes Non-Guarantors.
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020
|
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|
(In thousands)
|
Revenues
|
$
|
—
|
|
|
$
|
614,090
|
|
|
$
|
281,752
|
|
|
$
|
268,948
|
|
|
$
|
(70,791)
|
|
|
$
|
1,093,999
|
|
Operating costs and expenses
|
34,392
|
|
|
596,398
|
|
|
204,770
|
|
|
272,169
|
|
|
(71,662)
|
|
|
1,036,067
|
|
Loss on disposal and impairment of assets
|
—
|
|
|
2,724
|
|
|
426
|
|
|
994
|
|
|
—
|
|
|
4,144
|
|
(Loss) income from operations
|
(34,392)
|
|
|
14,968
|
|
|
76,556
|
|
|
(4,215)
|
|
|
871
|
|
|
53,788
|
|
Interest expense (income), net, including amortization of deferred financing costs and note discount
|
92
|
|
|
44,205
|
|
|
5,978
|
|
|
(1,247)
|
|
|
230
|
|
|
49,258
|
|
Redemption costs for early extinguishment of debt
|
—
|
|
|
3,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,018
|
|
Equity in earnings of subsidiaries
|
(50,900)
|
|
|
(48,536)
|
|
|
43,625
|
|
|
(582)
|
|
|
56,393
|
|
|
—
|
|
Other expense (income), net
|
4,730
|
|
|
6,420
|
|
|
3,785
|
|
|
(8,815)
|
|
|
(24,197)
|
|
|
(18,077)
|
|
Income before income taxes
|
11,686
|
|
|
9,861
|
|
|
23,168
|
|
|
6,429
|
|
|
(31,555)
|
|
|
19,589
|
|
Income tax (benefit) expense
|
(7,451)
|
|
|
(2,606)
|
|
|
8,271
|
|
|
2,238
|
|
|
—
|
|
|
452
|
|
Net income
|
19,137
|
|
|
12,467
|
|
|
14,897
|
|
|
4,191
|
|
|
(31,555)
|
|
|
19,137
|
|
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7)
|
|
|
(7)
|
|
Net income attributable to controlling interests and available to common shareholders
|
19,137
|
|
|
12,467
|
|
|
14,897
|
|
|
4,191
|
|
|
(31,548)
|
|
|
19,144
|
|
Other comprehensive loss attributable to controlling interest
|
(15,924)
|
|
|
(37,160)
|
|
|
(2,169)
|
|
|
(4,633)
|
|
|
43,962
|
|
|
(15,924)
|
|
Comprehensive income (loss) attributable to controlling interests
|
$
|
3,213
|
|
|
$
|
(24,693)
|
|
|
$
|
12,728
|
|
|
$
|
(442)
|
|
|
$
|
12,414
|
|
|
$
|
3,220
|
|
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Parent
|
|
Issuers
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
|
(In thousands)
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
87
|
|
|
$
|
116,386
|
|
|
$
|
40,024
|
|
|
$
|
17,745
|
|
|
$
|
—
|
|
|
$
|
174,242
|
|
Accounts and notes receivable, net
|
—
|
|
|
47,488
|
|
|
25,558
|
|
|
16,821
|
|
|
—
|
|
|
89,867
|
|
Restricted cash
|
—
|
|
|
107,658
|
|
|
4,306
|
|
|
25,389
|
|
|
—
|
|
|
137,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
—
|
|
|
27,957
|
|
|
2,503
|
|
|
30,091
|
|
|
—
|
|
|
60,551
|
|
Total current assets
|
87
|
|
|
299,489
|
|
|
72,391
|
|
|
90,046
|
|
|
—
|
|
|
462,013
|
|
Property and equipment, net
|
—
|
|
|
250,386
|
|
|
53,980
|
|
|
125,476
|
|
|
—
|
|
|
429,842
|
|
Operating lease assets
|
—
|
|
|
32,847
|
|
|
2,924
|
|
|
24,597
|
|
|
—
|
|
|
60,368
|
|
Intangible assets, net
|
—
|
|
|
23,411
|
|
|
40,089
|
|
|
21,129
|
|
|
—
|
|
|
84,629
|
|
Goodwill
|
—
|
|
|
445,046
|
|
|
151,783
|
|
|
162,273
|
|
|
—
|
|
|
759,102
|
|
Investments in and advances to subsidiaries
|
436,598
|
|
|
308,177
|
|
|
175,330
|
|
|
52,730
|
|
|
(972,835)
|
|
|
—
|
|
Intercompany receivable
|
7,412
|
|
|
461,473
|
|
|
635,270
|
|
|
282,668
|
|
|
(1,386,823)
|
|
|
—
|
|
Deferred tax asset, net
|
2
|
|
|
—
|
|
|
(848)
|
|
|
18,228
|
|
|
—
|
|
|
17,382
|
|
Prepaid expenses, deferred costs, and other noncurrent assets
|
—
|
|
|
10,448
|
|
|
1,724
|
|
|
5,937
|
|
|
—
|
|
|
18,109
|
|
Total assets
|
$
|
444,099
|
|
|
$
|
1,831,277
|
|
|
$
|
1,132,643
|
|
|
$
|
783,084
|
|
|
$
|
(2,359,658)
|
|
|
$
|
1,831,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term liabilities
|
$
|
—
|
|
|
$
|
31,782
|
|
|
$
|
6,760
|
|
|
$
|
31,257
|
|
|
$
|
—
|
|
|
$
|
69,799
|
|
Accounts payable and accrued liabilities
|
4,295
|
|
|
278,695
|
|
|
61,566
|
|
|
79,335
|
|
|
(17,705)
|
|
|
406,186
|
|
Total current liabilities
|
4,295
|
|
|
310,477
|
|
|
68,326
|
|
|
110,592
|
|
|
(17,705)
|
|
|
475,985
|
|
Long-term debt
|
—
|
|
|
773,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
773,177
|
|
Intercompany payable
|
60,388
|
|
|
297,122
|
|
|
638,130
|
|
|
391,176
|
|
|
(1,386,816)
|
|
|
—
|
|
Asset retirement obligations
|
—
|
|
|
23,304
|
|
|
1,948
|
|
|
31,721
|
|
|
—
|
|
|
56,973
|
|
Deferred tax liability, net
|
—
|
|
|
49,637
|
|
|
1,516
|
|
|
331
|
|
|
—
|
|
|
51,484
|
|
Noncurrent operating lease liabilities
|
—
|
|
|
38,843
|
|
|
1,894
|
|
|
15,946
|
|
|
—
|
|
|
56,683
|
|
Other long-term liabilities
|
—
|
|
|
29,383
|
|
|
1,932
|
|
|
6,412
|
|
|
—
|
|
|
37,727
|
|
Total liabilities
|
64,683
|
|
|
1,521,943
|
|
|
713,746
|
|
|
556,178
|
|
|
(1,404,521)
|
|
|
1,452,029
|
|
Shareholders' equity
|
379,416
|
|
|
309,334
|
|
|
418,897
|
|
|
226,906
|
|
|
(955,137)
|
|
|
379,416
|
|
Total liabilities and shareholders' equity
|
$
|
444,099
|
|
|
$
|
1,831,277
|
|
|
$
|
1,132,643
|
|
|
$
|
783,084
|
|
|
$
|
(2,359,658)
|
|
|
$
|
1,831,445
|
|
(24) Subsequent Events
On December 15, 2020, the Company entered into a definitive agreement with Catalyst Holdings Limited (“Catalyst”), an affiliate of investment funds managed by Apollo Global Management, Inc. (together with its consolidated subsidiaries, “Apollo”), and Hudson Executive Capital LP to be acquired for $35.00 per share in cash. The agreement was subject to the satisfaction of customary closing conditions, including approval by Cardtronics shareholders and receipt of regulatory approvals. As of December 31, 2020, the Company had incurred $8.8 million of costs related to the proposed transaction, including investment banking, legal and professional fees, and certain other administrative expenses presented in the Acquisition related expenses line on the Consolidated Statements of Operations.
As discussed elsewhere in this 2020 Form 10-K, on January 25, 2021, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”), with NCR Corporation (“NCR”), pursuant to which NCR has agreed to acquire the Company for $39.00 per share, subject to the terms and conditions of the Acquisition Agreement (such transaction, the “Acquisition”). It is expected that, subject to the terms and conditions of the Acquisition Agreement, the proposed transaction will be completed in mid-year 2021. Prior to entering into the Acquisition Agreement, the Company delivered to Catalyst a written notice terminating the agreement with Apollo, pursuant to the terms of that agreement. In connection with the termination of the agreement with Apollo, NCR has paid, on behalf of the Company, a termination fee of $32.6 million to Apollo in accordance with the terms of the Company's agreement with Apollo. If the Acquisition Agreement is terminated under certain circumstances, the Company will be required to reimburse NCR for such termination fee payment.