Cardtronics Announces Third Quarter 2013 Results

Cardtronics Announces Third Quarter 2013 Results

HOUSTON, Nov. 4, 2013 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM) (the
"Company"), the world's largest retail ATM owner, today announced its
financial and operational results for the quarter ended September 30, 2013.

Key financial statistics in the third quarter of 2013 as compared to the third
quarter of 2012 include:

  *Total revenues of $228.8 million, up 15% from $199.0 million.
  *ATM operating revenues of $222.7 million, up 16% from $191.5 million.
  *Adjusted Net Income per diluted share of $0.55, up 28% from $0.43.
  *Adjusted EBITDA of $59.1 million, up 19% from $49.5 million.
  *Free Cash Flow of $26.4 million, up from $13.0 million.
  *Adjusted Gross Profit Margin of 33.6%, up 230 basis points from 31.3%.
  *GAAP net loss of $8.4 million or $0.19 per diluted share, compared to
    $12.9 million net income or $0.28 per diluted share. GAAP net loss was
    negatively impacted in the third quarter by three nonrecurring expense
    items described in further detail in this release.

Steve Rathgaber, the company's chief executive officer commented, "We had
another strong quarter, which was highlighted by the completion of our largest
acquisition to date, which significantly expanded our European operations. We
were very pleased with the early returns from this investment, which was
included in our results for just under two months in the third quarter. Our
third quarter results also reflect our continued success in leveraging our
revenue growth into strong bottom line earnings growth, which was up 28% on an
adjusted per share basis."

RECENT HIGHLIGHTS

  *Expansion in the U.K. and entry into Germany through the acquisition of
    Cardpoint Limited ("Cardpoint"), an ATM operator of approximately 7,100
    ATMs in the U.K. and approximately 800 ATMs in Germany. This acquisition
    was completed on August 7, 2013 and the results from this acquired
    business have been included in the Company's results since this date.
  *Acquisition on October 1, 2013 of the assets of CGI, Inc., a Chandler,
    Arizona-based ATM operator of approximately 1,000 primarily merchant-owned
    ATMs.
  *Extension of a long-term contract with Costco Wholesale to continue
    operating more than 450 ATMs located in 39 states today, with expansion
    rights for future Costco locations.
  *Extension of a long-term contract with Chevron to continue operating more
    than 280 ATMs.
  *Execution of an agreement with H-E-B, a leading grocery store chain in
    Texas, to operate over 300 ATMs in its existing store locations, with
    expansion rights for future stores.
  *Execution of a long-term agreement with Timewise Food Stores, a leading
    Texas convenience store chain, to install and operate more than 225
    Company-owned ATMs by the end of the year, with expansion rights for
    future locations.
  *Execution of an agreement with a major U.K. supermarket brand to place
    over 100 ATMs in its stores.
  *Launch of the Enterprise Growth Group lead by David Dove, a new internal
    organization focused on strategic initiatives to leverage and extend the
    strengths of the Company for sustained profitable growth.

Effects of foreign currency exchange rate movements had an insignificant
impact on reported consolidated revenues, Adjusted EBITDA and Adjusted Net
Income per diluted share during the quarter.

Please refer to the "Disclosure of Non-GAAP Financial Information" contained
later in this press release for definitions of Adjusted EBITDA, Adjusted Net
Income, Adjusted Gross Profit Margin, Adjusted Net Income per diluted share
and Free Cash Flow. For additional financial information, including
reconciliations to comparable GAAP measures, please refer to the supplemental
schedules of selected financial information at the end of this press release.

THIRD QUARTER RESULTS

ATM operating revenues were up 16% from the third quarter of 2012. The
increase in ATM operating revenues was primarily driven by revenues
attributable to businesses acquired over the past year, accounting for twelve
percentage points of the 16% ATM operating revenue growth. The remaining 4%
was the result of organic growth with new and existing merchants and financial
institution customers. Consolidated revenues totaled $228.8 million for the
third quarter of 2013, representing a 15% increase from the $199.0 million in
consolidated revenues generated during the third quarter of 2012. The
year-over-year consolidated revenue growth is attributable to the same factors
discussed above but reduced by a decline in our year-over-year ATM product
sales, which were down $1.4 million from the third quarter of 2012. The
year-over-year decline in ATM product sales is attributable to decreased
equipment sales associated with updated requirements under the Americans with
Disabilities Act (ADA), which became effective in the first quarter of 2012
and caused continued demand for new ATM equipment even after the first quarter
2012 deadline. As the Company's ATM product sales are generally much lower
margin revenues than its ATM operating revenues, the $1.4 million revenue
decline from the third quarter of 2012 did not have a significant impact on
the Company's profitability in the current quarter's results.

Adjusted EBITDA for the third quarter of 2013 totaled $59.1 million, compared
to $49.5 million during the third quarter of 2012, and Adjusted Net Income
totaled $24.7 million ($0.55 per diluted share) compared to $18.8 million
($0.43 per diluted share) during the third quarter of 2012. The increases in
Adjusted EBITDA and Adjusted Net Income per diluted share were driven by the
factors discussed above that impacted the Company's revenue growth and
reductions in its operating costs on a per transaction basis. Specific costs
excluded from Adjusted EBITDA and Adjusted Net Income are detailed in a
reconciliation included at the end of this press release.

GAAP net loss for the third quarter of 2013 totaled $8.4 million, compared to
GAAP net income of $12.9 million during the same quarter in 2012. The decrease
in GAAP net income from the third quarter of 2012 was primarily due to the
effect of the following major factors:

  *A nonrecurring charge of $8.4 million included in cost of ATM operating
    revenues related to retroactive property taxes on certain ATM locations in
    the U.K. The Company was notified in September (and other industry
    participants were also recently notified) that certain ATMs that were
    previously not taxed would now be subject to property taxes and that such
    taxes may be due retroactively back to April 2010. The Company had no
    previous requirement to pay these taxes unless they were assessed by U.K.
    authorities. However, during the third quarter, the governmental agency
    responsible for assessing property taxes in the U.K. changed its approach
    for assessing taxes on all off-premise ATM sites. As a result of this
    change in approach and notification by the U.K. government agency during
    the quarter, the Company recorded an accrual based on its best estimate of
    what its net liability might be. The Company intends to challenge the
    assessments and has engaged professional advisors to assist in its
    efforts. These taxes are not expected to have a material ongoing impact on
    the Company's operations.
    
  *Acquisition-related expenses of $3.5 million that were recorded during the
    quarter, primarily related to the Cardpoint acquisition that was completed
    in August 2013.
    
  *A nonrecurring income tax charge of $13.6 million related to the
    restructuring of its U.K. business. The effect of this restructuring will
    be to lower the Company's cash tax rate in the future.

Partially offsetting these nonrecurring expenses were the same positive
factors impacting Adjusted EBITDA and Adjusted Net Income, as discussed above.

NINE MONTHS RESULTS

For the nine months ended September 30, 2013, consolidated revenues totaled
$634.5 million, representing a 9% increase from the $582.1 million in
consolidated revenues generated during the same period in 2012.Of the 9%
year-over-year increase, 5% was driven by revenues attributable to businesses
acquired over the past year, with the remaining 4% increase attributable to a
combination of increases in transactions per ATM, unit growth, increased
revenues from higher bank branding and network branding revenues, and growth
in Allpoint, partly offset by a $16.3 million reduction in ATM product sales
and other revenues. ATM operating revenues, which exclude the decrease in ATM
product sales and other revenues, were up 12% (7% on an organic basis) for the
nine months ended September 30, 2013.

Adjusted EBITDA totaled $161.6 million for the nine months ended September 30,
2013, representing a 16% increase over the $139.4 million in Adjusted EBITDA
for the same period in 2012, and Adjusted Net Income totaled $64.4 million
($1.44 per diluted share) for the first nine months of 2013, up 21% on a per
share basis from $52.3 million ($1.19 per diluted share) during the same
period in 2012.The increases in both Adjusted EBITDA and Adjusted Net Income
were primarily due to the same factors discussed above for the Company's
quarterly results.

GAAP net income for the nine months ended September 30, 2013 totaled $16.3
million, compared to $32.4 million during the same period in 2012. The
decrease in GAAP net income from the nine months ended September 30, 2012 was
primarily due to the previously described effects of U.K. property taxes,
anincrease in acquisition-related expenses, and anincrease in income tax
expense. These effects were partially offset by the same positive factors
impacting Adjusted EBITDA and Adjusted Net Income discussed above.

UPDATE OF FULL-YEAR 2013 GUIDANCE

The Company is updating the financial guidance it provided in August 2013
regarding its anticipated full-year 2013 results, and now expects the
following:

  *Revenues of $867.0 million to $872.0 million;
  *Adjusted Gross Profit Margin of approximately 33.0% to 33.3%;
  *Adjusted EBITDA of $216.0 million to $218.0 million;
  *Depreciation and accretion expense of approximately $66.0 million, net of
    noncontrolling interests;
  *Cash interest expense of approximately $21.5 million, net of
    noncontrolling interests;
  *Adjusted Net Income of $1.89 to $1.92 per diluted share, based on
    approximately 44.7 million weighted average diluted shares outstanding;
    and
  *Capital expenditures of approximately $70.0 million, net of noncontrolling
    interests.

The Adjusted EBITDA and Adjusted Net Income guidance excludes the impact of
certain expenses, as outlined in the reconciliation provided at the end of
this press release.Additionally, this guidance is based on average foreign
currency exchange rates for the remainder of the year of $1.55 U.S. to £1.00
U.K., $13.00 Mexican pesos to $1.00 U.S., $1.00 Canadian dollar to $0.95 U.S.,
and €1.00 Euros to $1.29 U.S.

LIQUIDITY

The Company believes that it continues to maintain a strong liquidity
position, with $116.8 million in available borrowing capacity under its $375.0
million revolving credit facility as of September 30, 2013. The Company's
outstanding indebtedness as of September 30, 2013 consisted of $200.0 million
in senior subordinated notes due 2018, $256.1 million in borrowings under its
revolving credit facility due 2016, and $1.7 million in equipment financing
notes associated with its majority-owned Mexico subsidiary.

DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION

Adjusted EBITDA, Adjusted Net Income, Adjusted Gross Profit Margin, Adjusted
Net Income per diluted share, and Free Cash Flow are non-GAAP financial
measures provided as a complement to results prepared in accordance with
accounting principles generally accepted within the United States of America
("GAAP") and may not be comparable to similarly-titled measures reported by
other companies.Management believes that the presentation of these measures
and the identification of unusual, nonrecurring, or non-cash items enhance an
investor's understanding of the underlying trends in the Company's business
and provide for better comparability between periods in different years.

Adjusted EBITDA excludes depreciation, accretion, and amortization expense as
these amounts can vary substantially from company to company within the
Company's industry depending upon accounting methods and book values of
assets, capital structures, and the method by which the assets were acquired.
Adjusted EBITDA also excludes acquisition-related expenses, certain other
non-operating and nonrecurring costs, loss ondisposal of assets, our
obligations for the payment of income taxes, interest expense or other
obligations such as capital expenditures, and an adjustment for noncontrolling
interest. Adjusted Net Income represents net income computed in accordance
with GAAP, before amortization expense, loss on disposal of assets,
stock-based compensation expense, certain other expense (income) amounts,
nonrecurring expenses, and acquisition-related expenses, and using an assumed
tax rate of 35% through June 30, 2013 and 33.5% thereafter, with certain
adjustments for noncontrolling interests. Adjusted Gross Profit Margin is
calculated excluding certain nonrecurring costs from the cost of ATM operating
revenues. Adjusted EBITDA %, Adjusted Pre-tax Income%, and Adjusted Net
Income % are calculated by taking the respective non-GAAP financial measures
over GAAP total revenues. Adjusted Net Income per diluted share is calculated
by dividing Adjusted Net Income by average weighted diluted shares
outstanding. Free Cash Flow is defined as cash provided by operating
activities less payments for capital expenditures, including those financed
through direct debt but excluding acquisitions.The measure of Free Cash Flow
does not take into consideration certain other non-discretionary cash
requirements such as, for example, mandatory principal payments on portions of
the Company's long-term debt.

The non-GAAP financial measures presented herein should not be considered in
isolation or as a substitute for operating income, net income, cash flows from
operating, investing, or financing activities, or other income or cash flow
measures prepared in accordance with GAAP. Reconciliations of the non-GAAP
financial measures used herein to the most directly comparable GAAP financial
measures are presented in tabular form at the end of this press release.

CONFERENCE CALL INFORMATION

The Company will host a conference call today, Monday, November 4, 2013, at
4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its financial
results for the quarter ended September 30, 2013. To access the call, please
call the conference call operator at:

                    
  Dial in:           (877) 303-9205
  Alternate dial-in: (760) 536-5226
                    

Please call in fifteen minutes prior to the scheduled start time and request
to be connected to the "Cardtronics Third Quarter Earnings Conference Call."
Additionally, a live audio webcast of the conference call will be available
online through the investor relations section of the Company's website at
www.cardtronics.com.

A digital replay of the conference call will be available through Monday,
November 18, 2013, and can be accessed by calling (855) 859-2056 or (404)
537-3406 and entering 75023294 for the conference ID. A replay of the
conference call will also be available online through the Company's website
subsequent to the call through December 4, 2013.

ABOUT CARDTRONICS  (Nasdaq:CATM)

Making ATM cash access convenient where people shop, work and live,
Cardtronics is at the convergence of retailers, financial institutions,
prepaid card programs and the customers they share. Cardtronics owns/operates
approximately 81,400 retail ATMs in U.S. and international locales. Whether
Cardtronics is driving foot traffic for America's most relevant retailers,
enhancing ATM brand presence for card issuers or expanding card holders'
surcharge-free cash access on the local, national or global scene, Cardtronics
is convenient access to cash, when and where consumers need it. Cardtronics is
where cash meets commerce.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.Forward-looking statements give the Company's current expectations,
beliefs, assumptions or forecasts of future events, future financial
performance, strategies, expectations, competitive environment, regulation,
and availability of resources.The forward-looking statements contained in
this press release include, among other things, statements concerning
projections, predictions, expectations, estimates or forecasts as to the
Company's business, financial and operational results and future economic
performance, and statements of management's goals and objectives and other
similar expressions concerning matters that are not historical facts. These
statements are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in or
suggested by the forward-looking statements.These risks and uncertainties
include, but are not limited to, the following:

  *the Company's financial outlook and the financial outlook of the ATM
    industry;
  *the Company's ability to respond to recent and future network and
    regulatory changes, including potential requirements surrounding Europay,
    MasterCard and Visa ("EMV") security standards;
  *the Company's ability to respond to potential reductions in the amount of
    net interchange fees that it receives from global and regional debit
    networks for transactions conducted on its ATMs due to pricing changes
    implemented by those networks as well as changes in how issuers route
    their ATM transactions over those networks;
  *the Company's ability to renew and strengthen its existing customer
    relationships and add new customers;
  *the Company's ability to pursue and successfully integrate acquisitions,
    including the acquisition of Cardpoint that was completed in August 2013;
  *the Company's ability to provide new ATM solutions to retailers and
    financial institutions;
  *the Company's ATM vault cash rental needs, including potential liquidity
    issues with its vault cash providers and its ability to continue to secure
    vault cash rental agreements in the future;
  *the Company's ability to successfully manage its existing international
    operations and to continue to expand internationally;
  *the Company's ability to prevent thefts of cash and data security
    breaches;
  *the Company's ability to manage the risks associated with its third-party
    service providers failing to perform their contractual obligations;
  *the Company's ability to manage concentration risks with key customers,
    vendors and service providers;
  *changes in interest rates and foreign currency rates;
  *the Company's ability to successfully implement its corporate strategy;
  *the Company's ability to compete successfully with new and existing
    competitors;
  *the Company's ability to meet the service levels required by its service
    level agreements with its customers;
  *the additional risks the Company is exposed to in its U.K. armored
    transport business; and
  *the Company's ability to retain its key employees.

Additional information regarding known material factors that could cause the
Company's actual performance or results to differ from its projected results
are described in its filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. You should not read forward-looking statements as
a guarantee of future performance or results.They will not necessarily be
accurate indications of the times at or by which such performance or results
will be achieved.Forward-looking statements speak only as of the date the
statements are made and are based on information available at the time those
statements are made and/or management's good faith belief as of that time with
respect to future events.The Company assumes no obligation to update
forward-looking statements to reflect actual results, changes in assumptions
or changes in other factors affecting forward-looking information.

                                                                
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands, except share and per share
                                   information)
Revenues:                                                        
ATM operating revenues             $222,678 $191,469 $619,637 $550,849
ATM product sales and other        6,141      7,560      14,904     31,240
revenues
Total revenues                     228,819    199,029    634,541    582,089
Cost of revenues:                                                
Cost of ATM operating revenues
(excludes depreciation, accretion, 154,319    130,064    417,361    374,312
and amortization shown separately
below)
Cost of ATM product sales and      5,950      6,665      14,307     27,925
other revenues
Total cost of revenues             160,269    136,729    431,668    402,237
Gross profit                       68,550     62,300     202,873    179,852
Operating expenses:                                              
Selling, general, and              21,073     15,292     58,994     47,956
administrative expenses
Acquisition-related expenses       3,536      381        7,542      1,858
Depreciation and accretion expense 16,890     15,758     49,056     44,243
Amortization expense               7,998      5,565      19,827     16,452
Loss (gain) on disposal of assets  109        (28)       469        784
Total operating expenses           49,606     36,968     135,888    111,293
Income from operations             18,944     25,332     66,985     68,559
Other expense (income):                                          
Interest expense, net              5,445      5,269      15,570     15,966
Amortization of deferred financing 275        225        735        669
costs
Other income                       (559)      (1,037)    (3,030)    (1,088)
Total other expense                5,161      4,457      13,275     15,547
Income before income taxes         13,783     20,875     53,710     53,012
Income tax expense                 22,765     8,169      38,779     20,684
Net (loss) income                  (8,982)    12,706     14,931     32,328
Net loss attributable to           (574)      (191)      (1,418)    (62)
noncontrolling interests
Net (loss) income attributable to
controlling interests and          $(8,408) $12,897  $16,349  $32,390
available to common stockholders
                                                                
Net (loss) income per common share $(0.19)  $0.29    $0.36    $0.72
– basic
Net (loss) income per common share $(0.19)  $0.28    $0.36    $0.71
– diluted
                                                                
Weighted average shares            44,477,023 43,669,756 44,373,627 43,333,407
outstanding – basic
Weighted average shares            44,477,023 44,045,021 44,593,624 43,783,534
outstanding – diluted

                                                           
Condensed Consolidated Balance Sheets
As of September 30, 2013 and December 31, 2012
                                                           
                                                           
                                         September 30, 2013 December 31, 2012
                                         (Unaudited)        
                                         (In thousands)
Assets                                                      
Current assets:                                             
Cash and cash equivalents                $18,556          $13,861
Accounts and notes receivable, net       49,971             45,135
Inventory                                5,326              4,389
Restricted cash, short-term              27,828             8,298
Current portion of deferred tax asset,    19,654             13,086
net
Prepaid expenses, deferred costs, and     21,832             30,980
other current assets
Total current assets                     143,167            115,749
Property and equipment, net              251,999            236,238
Intangible assets, net                   175,827            102,573
Goodwill                                 390,296            285,696
Deferred tax asset, net                  3,353              26,468
Prepaid expenses, deferred costs, and     2,818              2,168
other assets
Total assets                             $967,460         $768,892
                                                           
Liabilities and Stockholders' Equity                        
Current liabilities:                                        
Current portion of long-term debt and     $1,387           $1,467
notes payable
Current portion of other long-term        30,328             24,386
liabilities
Accounts payable and other accrued and    153,051            102,884
current liabilities
Total current liabilities                184,766            128,737
Long-term liabilities:                                      
Long-term debt                           456,383            353,352
Asset retirement obligations             59,502             44,696
Deferred tax liability, net               2,831              182
Other long-term liabilities              50,539             93,121
Total liabilities                        754,021            620,088
Stockholders' equity                     213,439            148,804
Total liabilities and stockholders'       $967,460         $768,892
equity

                                                                
SELECTED INCOME STATEMENT DETAIL:
                                                                
Total revenues by segment:
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
United States                      $168,574 $161,759 $493,574 $478,401
Europe                             51,535     30,887     113,662    84,419
Other International                10,525     10,509     32,805     26,121
Eliminations                       (1,815)    (4,126)    (5,500)    (6,852)
Total revenues                     $228,819 $199,029 $634,541 $582,089
                                                                
Breakout of ATM operating revenues:
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
Surcharge revenues                 $104,292 $91,392  $285,593 $262,651
Interchange revenues               71,664     61,863     199,033    177,891
Bank branding and surcharge-free   36,048     30,299     105,626    86,919
network revenues
Managed services revenues          5,404      4,146      14,742     12,000
Other revenues                     5,270      3,769      14,643     11,388
Total ATM operating revenues       $222,678 $191,469 $619,637 $550,849
                                                                
Total cost of revenues by segment:
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
United States                      $108,857 $108,039 $316,964 $321,418
Europe                             44,254     24,097     92,292     66,828
Other International                8,965      8,372      27,875     20,483
Eliminations                       (1,807)    (3,779)    (5,463)    (6,492)
Total cost of revenues             $160,269 $136,729 $431,668 $402,237
                                                                
Breakout of cost of ATM operating revenues (exclusive of depreciation,
accretion, and amortization):
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
Merchant commissions               $69,846  $63,559  $197,477 $180,868
Vault cash rental expense          12,540     12,402     36,214     36,880
Other costs of cash                19,726     17,055     57,781     50,329
Repairs and maintenance            15,190     14,012     40,209     40,125
Communications                     5,804      5,613      16,350     15,803
Transaction processing             3,443      2,175      7,977      6,145
Stock-based compensation           239        231        651        754
Other expenses                     27,531     15,017     60,702     43,408
Total cost of ATM operating        $154,319 $130,064 $417,361 $374,312
revenues
                                                                
Breakout of selling, general, and administrative expenses:
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
Employee costs                    $11,179  $7,839   $31,095  $24,457
Stock-based compensation          2,932      2,452      8,264      7,937
Professional fees                 1,933      1,731      5,914      5,521
Other                             5,029      3,270      13,721     10,041
Total selling, general, and        $21,073  $15,292  $58,994  $47,956
administrative expenses
                                                                
                                                                
Depreciation and accretion expense by segment:
                                                                
                                                                
                                  Three Months Ended    Nine Months Ended
                                  September 30,        September 30,
                                  2013       2012       2013       2012
                                  (In thousands)
                                                                
United States                      $10,167  $9,787   $30,391  $27,466
Europe                             5,569      4,916      15,155     14,140
Other International                1,154      1,055      3,510      2,637
Total depreciation and accretion   $16,890  $15,758  $49,056  $44,243
expense

                                                           
SELECTED BALANCE SHEET DETAIL:
                                                           
Long-term debt:
                                                           
                                                           
                                     September 30, 2013     December 31, 2012
                                     (In thousands)
8.25% senior subordinated notes      $200,000             $200,000
Revolving credit facility            256,066                152,000
Equipment financing notes            1,704                  2,819
Total long-term debt                 $457,770             $354,819
                                                           
                                                           
Share count rollforward:
                                                           
                                                           
Total shares outstanding as of December 31, 2012             44,641,224
Shares repurchased                                          (150,630)
Shares issued – restricted stock grants and conversions and  309,900
stock options exercised
Shares vested – restricted stock units                       261,503
Shares forfeited – restricted stock awards                   (71,872)
Total shares outstanding as of September 30, 2013            44,990,125

                                                                 
SELECTED CASH FLOW DETAIL: 
                                                                 
Selected cash flow statement amounts:
                                                                 
                                                                 
                                     Three Months Ended  Nine Months Ended
                                     September 30,      September 30,
                                     2013      2012      2013       2012
                                     (In thousands)
                                                                 
Cash provided by operating activities $42,121 $38,404 $122,475 $94,325
Cash used in investing activities     (173,101) (43,011)  (232,566)  (98,477)
Cash provided by financing activities 126,123   8,914     113,597    10,008
Effect of exchange rate changes on    1,072     (254)     1,189      (335)
cash
Net (decrease) increase in cash and   (3,785)   4,053     4,695      5,521
cash equivalents
Cash and cash equivalents at          22,341    7,044     13,861     5,576
beginning of period
Cash and cash equivalents at end of   $18,556 $11,097 $18,556  $11,097
period

                                                                
Key Operating Metrics – Excluding Acquisitions in All Periods Presented
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                                
The following table excludes the effect of acquisitions in the three and nine
months ended September 30, 2013 for comparative purposes:
                                                                
EXCLUDING ACQUISITIONS         Three Months Ended       Nine Months Ended
                              September 30,           September 30,
                              2013         2012        2013        2012
Average number of transacting                                    
ATMs:
United States: Company-owned  28,072       26,436      27,782      25,658
United Kingdom                4,328        4,175       4,320       3,906
Mexico                        2,620        2,768       2,673       2,814
Canada                         1,151        1,003       1,092       720
Subtotal                      36,171       34,382      35,867      33,098
United States: Merchant-owned 16,381       19,006      14,869      16,977
Average number of transacting  52,552       53,388      50,736      50,075
ATMs: ATM operations
                                                                
U.S.: Managed services -       2,164        2,150       2,198       2,060
Turnkey
U.S.: Managed services -       5,728        3,817       4,770       3,839
Processing Plus
U.K.: Managed services        21           21          21          21
Average number of transacting  7,913        5,988       6,989       5,920
ATMs: Managed services
                                                                
Total average number of        60,465       59,376      57,725      55,995
transacting ATMs
                                                                
Total transactions (in                                           
thousands):
ATM operations                199,781      184,393     582,051     513,984
Managed services              13,751       10,051      35,637      29,620
Total transactions            213,532      194,444     617,688     543,604
                                                                
Total cash withdrawal                                            
transactions (in thousands):
ATM operations                122,267      117,070     356,865     326,343
Managed services              8,611        6,446       22,300      18,791
Total cash withdrawal          130,878      123,516     379,165     345,134
transactions
                                                                
Per ATM per month amounts                                        
(excludes managed services):
Cash withdrawal transactions  776          731         782         724
                                                                
ATM operating revenues        $1,226     $1,170    $1,256    $1,196
Cost of ATM operating revenues 810          791         833         809
^ (1)
ATM operating gross profit     $416       $379      $423      $387
^(1) (2)
                                                                
ATM operating gross profit     33.9%        32.4%       33.7%       32.4%
margin ^(1) (2)

__________________

^(1) Amounts presented exclude the effect of depreciation, accretion, and
amortization expense, which is presented separately in the Company's
consolidated statements of operations. Additionally, the three and nine months
ended September 30, 2013 excludes $8.4 million of nonrecurring expense related
to retroactive property taxes on certain ATM locations in the U.K.

^(2) ATM operating gross profit and ATM operating gross profit margin are
measures of profitability that are calculated based on only the revenues and
expenses that relate to operating ATMs in the Company's portfolio. Revenues
and expenses relating to managed services and ATM equipment sales and other
ATM-related services are not included.

                                                                  
Key Operating Metrics – Including Acquisitions in All Periods Presented
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                                  
                                                                  
INCLUDING ACQUISITIONS                    Three Months Ended Nine Months Ended
                                         September 30,     September 30,
                                         2013      2012     2013     2012
Average number of transacting ATMs:                                
United States: Company-owned             28,507    26,436   28,052   25,658
United Kingdom                           9,100     4,175    6,229    3,906
Mexico                                   2,620     2,768    2,673    2,814
Canada                                    1,638     1,003    1,588    720
Germany                                   550       —       220      —
Subtotal                                 42,415    34,382   38,762   33,098
United States: Merchant-owned            21,449    19,006   20,843   16,977
Average number of transacting ATMs: ATM   63,864    53,388   59,605   50,075
operations
                                                                  
U.S.: Managed services - Turnkey          2,164     2,150    2,198    2,060
U.S.: Managed services - Processing Plus  11,309    3,817    7,319    3,839
U.K.: Managed services                   21        21       21       21
Canada: Managed services                 329       —       317      —
Average number of transacting ATMs:       13,823    5,988    9,855    5,920
Managed services
                                                                  
Total average number of transacting ATMs 77,687    59,376   69,460   55,995
                                                                  
Total transactions (in thousands):                                 
ATM operations                           225,362   184,393  616,698  513,984
Managed services                         18,410    10,051   42,472   29,620
Total transactions                       243,772   194,444  659,170  543,604
                                                                  
Total cash withdrawal transactions (in                             
thousands):
ATM operations                           137,568   117,070  379,281  326,343
Managed services                         12,286    6,446    27,775   18,791
Total cash withdrawal transactions       149,854   123,516  407,056  345,134
                                                                  
Per ATM per month amounts (excludes                                
managed services):
Cash withdrawal transactions             718       731      707      724
                                                                  
ATM operating revenues                   $1,128  $1,170 $1,123 $1,196
Cost of ATM operating revenues ^ (1)      736       791      737      809
ATM operating gross profit ^(1) (2)      $392    $379   $386   $387
                                                                  
ATM operating gross profit margin ^(1)   34.8%     32.4%    34.4%    32.4%
(2)

__________________

^(1) Amounts presented exclude the effect of depreciation, accretion, and
amortization expense, which is presented separately in the Company's
consolidated statements of operations. Additionally, the three and nine months
ended September 30, 2013 excludes $8.4 million of nonrecurring expense related
to retroactive property taxes on certain ATM locations in the U.K.

^(2) ATM operating gross profit and ATM operating gross profit margin are
measures of profitability that are calculated based on only the revenues and
expenses that relate to operating ATMs in the Company's portfolio. Revenues
and expenses relating to managed services and ATM equipment sales and other
ATM-related services are not included.

                                                              
Key Operating Metrics – Ending Machine Count
As of September 30, 2013 and 2012
(Unaudited)
                                                              
                                                              
                                                    As of September 30,
Ending number of transacting ATMs:                   2013       2012
United States: Company-owned                        28,668     26,654
United Kingdom                                      11,509     4,264
Mexico                                              2,581      2,762
Canada                                              1,628      1,055
Germany                                              829        —
Subtotal                                            45,215     34,735
United States: Merchant-owned                       21,313     20,930
Ending number of transacting ATMs: ATM operations   66,528     55,665
                                                              
United States: Managed services - Turnkey            2,163      2,154
United States: Managed services - Processing Plus    11,375     3,863
United Kingdom: Managed services                    21         21
Canada: Managed services                            336        —
Ending number of transacting ATMs: Managed services 13,895     6,038
                                                              
Total ending number of transacting ATMs             80,423     61,703

                                                               
Reconciliation of Net Income Attributable to Controlling Interests to EBITDA,
Adjusted EBITDA, and
Adjusted Net Income
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                               
                                                               
                           Three Months Ended        Nine Months Ended
                           September 30,            September 30,
                           2013         2012         2013         2012
                           (In thousands, except share and per share amounts)
Net (loss) income
attributable to controlling $(8,408)   $12,897    $16,349    $32,390
interests
Adjustments:                                                    
Interest expense, net       5,445        5,269        15,570       15,966
Amortization of deferred    275          225          735          669
financing costs
Income tax expense          22,765       8,169        38,779       20,684
Depreciation and accretion  16,890       15,758       49,056       44,243
expense
Amortization expense        7,998        5,565        19,827       16,452
EBITDA                     $44,965    $47,883    $140,316   $130,404
                                                               
Add back:                                                       
Loss (gain) on disposal of  109          (28)         469          784
assets
Other income ^(1)           (559)        (1,040)      (3,030)      (1,098)
Noncontrolling interests    (474)        (355)        (1,429)      (1,217)
^(2)
Stock-based compensation    3,163        2,675        8,888        8,664
expense ^(3)
Acquisition-related         3,536        381          7,542        1,858
expenses ^(4)
Other adjustments to cost
of ATM operating revenues ^ 8,359        —           8,359        —
(5)
Other adjustments to
selling, general, and       —           —           446          —
administrative expenses
^(6)
Adjusted EBITDA             $59,099    $49,516    $161,561   $139,395
Less:                                                           
Interest expense, net ^(3)  5,421        5,231        15,490       15,829
Depreciation and accretion  16,478       15,372       47,806       43,126
expense ^(3)
 Adjusted pre-tax income   37,200       28,913       98,265       80,440
 Income tax expense ^(7)   12,462       10,120       33,835       28,154
Adjusted Net Income         $24,738    $18,793    $64,430    $52,286
                                                               
Adjusted Net Income per     $0.56      $0.43      $1.45      $1.21
share
Adjusted Net Income per     $0.55      $0.43      $1.44      $1.19
diluted share
                                                               
Weighted average shares     44,477,023   43,669,756   44,373,627   43,333,407
outstanding - basic
Weighted average shares     44,679,235   44,045,021   44,593,624   43,783,534
outstanding - diluted

__________________

^(1) Other income during the three and nine months ended September 30, 2012
exclude unrealized and realized (gains) losses related to derivatives not
designated as hedging instruments.

^(2) Noncontrolling interests adjustment made such that Adjusted EBITDA
includes only the Company's 51% ownership interest in the Adjusted EBITDA of
its Mexico subsidiary.

^(3) Amounts exclude 49% of the expenses incurred by the Company's Mexico
subsidiary as such amounts are allocable to the noncontrolling interest
stockholders.

^(4) Acquisition-related expenses include nonrecurring costs incurred for
professional and legal fees and certain transition and integration-related
costs, related to acquisitions.

^(5) Adjustment to cost of ATM operating revenues for the three and nine
months ended September 30, 2013 is related to the nonrecurring charge related
to retroactive property taxes on certain ATM locations in the U.K.

^(6) Adjustment to selling, general, and administrative expenses represents
nonrecurring severance related costs associated with management of the
Company's U.K. operation.

^(7) Calculated using the Company's estimated long-term, cross-jurisdictional
effective cash tax rate of 35% through June 30, 2013 and 33.5% thereafter.

                                                              
Reconciliation of Adjusted Gross Profit Margin
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                              
                                                              
          Three Months Ended September 30,  Three Months Ended September 30,
           2013                              2012
          As                    Adjusted   As                    Adjusted
           reported                          reported
          (GAAP)    Adjustments (Non-GAAP) (GAAP)    Adjustments (Non-GAAP)
          (In thousands)
                                                              
Total      $228,819 $—          $228,819  $199,029 $—          $199,029
revenues
Total cost
of         160,269  (8,359)      151,910    136,729  —           136,729
revenues ^
(1)
Gross      $68,550  $8,359     $76,909  $62,300  $—          $62,300
profit
Gross
profit     30.0%                 33.6%      31.3%                 31.3%
margin
                                                              
                                                              
                                                              
          Nine Months Ended September 30,   Nine Months Ended September 30,
           2013                              2012
          As                    Adjusted   As                    Adjusted
           reported                          reported
          (GAAP)    Adjustments (Non-GAAP) (GAAP)    Adjustments (Non-GAAP)
          (In thousands)
                                                              
Total      $634,541 $—          $634,541  $582,089 $—          $582,089
revenues
Total cost
of         431,668  (8,359)      423,309    402,237  —           402,237
revenues ^
(1)
Gross      $202,873 $8,359     $211,232 $179,852 —           $179,852
profit
Gross
profit     32.0%                 33.3%      30.9%                 30.9%
margin

__________________

^(1) Adjustment to cost of ATM operating revenues for the three and nine
months ended September 30, 2013 is related to the nonrecurring charge related
to retroactive property taxes on certain ATM locations in the U.K.

                                                                 
Reconciliation of Free Cash Flow
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
                                                                 
                                                                 
                                     Three Months Ended  Nine Months Ended
                                     September 30,       September 30,
                                     2013      2012      2013       2012
                                     (In thousands)
Cash provided by operating activities $42,121 $38,404 $122,475 $94,325
Payments for capital expenditures:                                
Cash used in investing activities,    (15,747)  (25,376)  (45,602)   (80,592)
excluding acquisitions
Free cash flow                        $26,374 $13,028 $76,873  $13,733

                                                                
Reconciliation of Estimated Net Income to EBITDA, Adjusted EBITDA, and
Adjusted Net Income
For the Year Ending December 31, 2013
(Unaudited)
                                                                
                                              Estimated Range
                                              Full Year 2013
                                                                
                                              (In millions, except per share
                                               information)
                                                                
Net income                                    $25.0       --      $26.5
Adjustments:                                                     
Interest expense, net                         21.6        --      21.6
Amortization of deferred financing costs      1.0         --      1.0
Income tax expense                            45.5        --      46.0
Depreciation and accretion expense            67.6        --      67.6
Amortization expense                          29.0        --      29.0
EBITDA                                        $189.7      --      $191.7
                                                                
Add back:                                                        
Noncontrolling interests                      (1.2)       --      (1.2)
Loss on disposal of assets                    1.0         --      1.0
Stock-based compensation expense              12.5        --      12.5
Acquisition-related expenses                  8.5         --      8.5
Other expense, net                            (3.0)       --      (3.0)
Other adjustments                            8.5         --      8.5
Adjusted EBITDA                               $216.0      --      $218.0
Less:                                                           
Interest expense, net ^(1)                     21.5        --      21.5
Depreciation and accretion expense ^(1)        66.0        --      66.0
Income tax expense ^(2)                        43.9        --      44.6
Adjusted Net Income                           $84.6       --      $85.9
                                                                
Adjusted Net Income per diluted share         $1.89       --      $1.92
                                                                
Weighted average shares outstanding – diluted 44.7        --      44.7

__________________

^(1) Amounts exclude 49% of the expenses to be incurred by the Company's
Mexico subsidiary as such amounts are allocable to the noncontrolling interest
shareholders.

^(2) Calculated using the Company's estimated long-term, cross-jurisdictional
effective cash tax rate of 35% through June 30, 2013 and 33.5% thereafter.

Contact Information:

Cardtronics — Media
Nick Pappathopoulos
Director – Public Relations
832-308-4396
npappathopoulos@cardtronics.com

Cardtronics — Investors
Chris Brewster
Chief Financial Officer
832-308-4128
cbrewster@cardtronics.com

   Cardtronics and Allpoint are registered trademarks of Cardtronics, Inc.

      All other trademarks are the property of their respective owners.

Cardtronics
 
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