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CATM > SEC Filings for CATM > Form 10-Q on 6-May-2009All Recent SEC Filings

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Form 10-Q for CARDTRONICS INC


6-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Cardtronics, Inc. operates the world's largest non-bank network of automated teller machines ("ATM"). As of March 31, 2009, our network included over 33,100 ATMs throughout the United States, the United Kingdom, and Mexico, primarily at national and regional merchant locations. We provide ATM management and equipment-related services and electronic funds transfer ("EFT") transaction processing services to our network of ATMs as well as ATMs owned and operated by third parties. For a more detailed discussion of our operations and the manners in which we derive revenues, please refer to our 2008 Form 10-K. Economic and Strategic Update
Over the past several years, we have made significant capital investments, including (1) our acquisition of our United Kingdom operations in 2005, (2) our expansion into Mexico in 2006, (3) our acquisition of the ATM and advanced-functionality kiosk business of 7-Eleven, Inc. ("7-Eleven") in 2007, and (4) the launch of our in-house EFT transaction processing platform. Additionally, during this same period of time, we continued to deploy ATMs in high-traffic locations under our contracts with large, well-known retailers, which has led to the development of relationships with large financial institutions through bank branding opportunities and enhanced the value of our wholly-owned surcharge-free network, Allpoint. While we describe certain adverse developments below, it remains unclear what impact the current and continuing adverse general economic conditions will ultimately have on us. However, we believe that as a result of our past strategic actions and what we believe to be the relatively conservative use of capital during this time, the negative impact of the current economic downturn on our business may be mitigated by the following:
Stable and recurring nature of our business model. Our financial results for the three months ended March 31, 2009 demonstrate that the significant capital investments we have made over the past several years have provided us with an operating platform that we believe should generate relatively stable earnings and consistent cash flows. Although it is too early to detect any discernable trends in this regard, we do not currently expect to see a significant drop-off in the level of transactions conducted on our ATMs as a result of the economic downturn. For example, average monthly cash withdrawal transactions per ATM increased to 581 during the three months ended March 31, 2009 from 553 during the same period last year. Furthermore, while we have seen some modest declines in surcharge-related withdrawal transactions in the United States and the United Kingdom, overall withdrawal transaction levels (especially surcharge-free withdrawal transactions) have continued to exceed our expectations.
Strong liquidity position. We continue to believe we have a sufficient amount of liquidity to meet our anticipated operating needs for the foreseeable future. Our $175.0 million credit facility, which is in place until May 2012, had $56.6 million outstanding at March 31, 2009, including letters of credit, leaving us with $118.4 million in available, committed funding. Though the outstanding balance under our facility increased slightly from December 31, 2008 due primarily to seasonal working capital needs, we currently expect to pay down a portion of the outstanding balance of this facility during the three month period ending June 30, 2009. Furthermore, we continue to be in compliance with all covenants under the facility and would continue to be even if we substantially increased our borrowings or had substantially reduced earnings. Product diversification. Over the past few years, we have consciously worked to diversify our product and service offerings beyond the traditional ATM surcharging model, which we believe will provide future growth opportunities that do not require significant amounts of new capital. Examples of these growth opportunities include (1) adding more third parties to our ATM transaction processing platform, similar to the arrangement we currently have in place to process transactions for roughly 1,400 ATMs owned and operated by a third-party convenience store chain in the United States; (2) continued expansion and improvement in the types of services that we currently offer on our advanced-functionality ATMs located in 7-Eleven convenience stores across the United States; and (3) continued growth in our branding and surcharge-free offerings.


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Although we believe that the characteristics described above should benefit us given current market conditions, we expect the current issues that are negatively impacting the economy and many of the nation's largest banks could have an adverse impact on our ongoing operations. For example, the continued turmoil seen in the global credit markets may have a negative impact on those financial institutions and our relationships with them. In particular, if the liquidity positions of the financial institutions with which we conduct business deteriorate significantly, these institutions may be unable to perform under their existing agreements with us. If these defaults were to occur, we may not be successful in our efforts to identify new bank branding partners, and the underlying economics of any new branding arrangements may not be as favorable as our current branding arrangements. Additionally, it appears that the decision-making process on new bank branding arrangements has slowed considerably with potential branding partners, which we believe is directly attributable to the current economic and financial crisis facing financial institutions around the world. If this trend continues, it will have an adverse impact on our ability to enter into new bank branding arrangements. While we are continuing to monitor current economic conditions, we cannot at this point accurately predict their impact. However, despite the factors discussed above, we currently believe that our revenues in 2009 will not differ materially from 2008 (excluding the effects of negative year-over-year foreign currency translation adjustments), and we currently expect that any reduction in revenues will be mitigated, at least in part, by certain cost reduction measures that we recently put in place as well as anticipated lower interest rates in each of our key markets.
Recent Events
Foreign Currency Exchange Rates. The strengthening of the United States dollar relative to the British pound and Mexican peso negatively impacted our results during the first quarter of 2009 in terms of translating those foreign earnings into United States dollars. Despite the negative impact on our revenues and gross profits, we do not expect this trend to have a negative impact on our cash flows as we do not currently rely on cash generated by our international operations to fund our domestic operating needs. Additionally, given the fact that we continue to explore potential growth opportunities in the two international markets in which we currently operate, the strengthening of the United States dollar could enhance our ability to invest in those markets at favorable exchange rates.
Revolving Credit Facility Modification. In February 2009, we amended our revolving credit facility to (i) authorize the repurchase of common stock up to an aggregate of $10.0 million (further discussed below); (ii) increase the amount of aggregate "Investments" (as such term is defined in our revolving credit facility) that we may make in non wholly-owned subsidiaries from $10.0 million to $20.0 million and correspondingly increase the aggregate amount of Investments that we may make in subsidiaries that are not Loan Parties (as such term is defined in our revolving credit facility) from $25.0 million to $35.0 million; (iii) increase the maximum amount of letters of credit that may be issued under our revolving credit facility from $10.0 million to $15.0 million; and (iv) modify the amount of capital expenditures that may be incurred on a rolling 12-month basis, as measured on a quarterly basis. Stock Repurchase Program. In February 2009, our Board of Directors approved a common stock repurchase program up to an aggregate of $10.0 million. The shares will be repurchased from time to time in open market transactions or privately negotiated transactions at our discretion. The timing and extent of any purchases will depend on a variety of factors, such as market price, overall market and economic conditions, the level of cash generated from operations, alternative investment opportunities, regulatory considerations or other commitments. We plan to fund repurchases made under this program from available cash balances and cash generated from operations. The share repurchase program will expire on March 31, 2010, unless extended or terminated earlier by our Board of Directors. We have not yet repurchased any shares pursuant to this program because the approval of the program occurred in such close proximity to the date the trading window closed for insider transactions.
Departure of Chief Executive Officer. In March 2009, we announced that our Chief Executive Officer ("CEO") would be leaving our Company and that the Chairman of our Board of Directors (the "Board") would serve as interim CEO while our Board conducts a formal search for a new CEO. As a result of our former CEO's departure, we recognized approximately $1.2 million in severance costs during the quarter.


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Results of Operations
The following table sets forth our Condensed Consolidated Statements of
Operations information as a percentage of total revenues for the periods
indicated. Percentages may not add due to rounding.

                                                           Three Months Ended March 31,
                                                            2009                  2008
Revenues:
ATM operating revenues                                           98.5 %                96.5 %
ATM product sales and other revenues                              1.5                   3.5

Total revenues                                                  100.0                 100.0
Cost of revenues:
Cost of ATM operating revenues (exclusive of
depreciation, accretion, and amortization, shown
separately below) (1)                                            71.3                  73.9
Cost of ATM product sales and other revenues                      1.6                   3.5

Total cost of revenues                                           72.9                  77.4

Gross profit                                                     27.1                  22.6
Operating expenses:
Selling, general, and administrative expenses (2)                 9.4                   7.1
Depreciation and accretion expense                                8.4                   7.5
Amortization expense                                              3.9                   3.7
Loss on disposal of assets                                        1.8                   1.0

Total operating expenses                                         23.5                  19.3

Income from operations                                            3.6                   3.3
Other expense (income):
Interest expense, net                                             7.2                   6.8
Other income                                                     (0.1 )                (0.1 )

Total other expense                                               7.1                   6.6

Loss before income taxes                                         (3.5 )                (3.3 )
Income tax expense                                                0.9                   0.5

Net loss                                                         (4.4 )                (3.8 )
Net income attributable to noncontrolling interests              (0.0 )                   -

Net loss attributable to controlling interests                   (4.4 )%               (3.8 )%

(1) Excludes effects of depreciation, accretion, and amortization expense of $12.6 million and $12.5 million for the three month periods ended March 31, 2009 and 2008, respectively. The inclusion of this depreciation, accretion, and amortization expense in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 10.9% and 10.3% for the three month periods ended March 31, 2009 and 2008, respectively.

(2) Includes effects of $1.2 million in severance costs associated with the departure of our former CEO during March 2009.


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Key Operating Metrics
We rely on certain key measures to gauge our operating performance, including
total transactions, total cash withdrawal transactions, ATM operating revenues
per ATM per month, and ATM operating gross profit margins. The following table
sets forth information regarding certain of these key measures for the three
month periods ended March 31:

                                                             2009           2008
   Average number of transacting ATMs:
   United States: Company-owned                               18,257         17,854
   United States: Merchant-owned                              10,145         10,947
   United Kingdom                                              2,544          2,252
   Mexico                                                      2,094          1,422

   Total average number of transacting ATMs                   33,040         32,475


   Total transactions (in thousands)                          89,371         83,457
   Total cash withdrawal transactions (in thousands)          57,564         53,890
   Average monthly cash withdrawal transactions per
   average transacting ATM                                       581            553

   Per ATM per month:
   ATM operating revenues (1)                              $   1,146      $   1,194
   Cost of ATM operating revenues (exclusive of
   depreciation, accretion, and amortization) (2)                830            915

   ATM operating gross profit (2) (3)                      $     316      $     279


   ATM operating gross profit margin (exclusive of
   depreciation, accretion, and amortization)                   27.6 %         23.4 %
   ATM operating gross profit margin (inclusive of
   depreciation, accretion, and amortization)                   16.5 %         12.7 %

(1) The decline in ATM operating revenues per ATM per month was due to foreign currency exchange rate movements between the first quarter of 2008 and the first quarter of 2009.

(2) Excludes effects of depreciation, accretion, and amortization expense of $12.6 million and $12.5 million for the three month periods ended March 31, 2009 and 2008, respectively. The inclusion of this depreciation, accretion, and amortization expense in Cost of ATM operating revenues would have increased our cost of ATM operating revenues per ATM per month and decreased our ATM operating gross profit per ATM per month by $127 and $128 for the three month periods ended March 31, 2009 and 2008, respectively.

(3) ATM operating gross profit is a measure of profitability that uses only the revenue and expenses that related to operating the ATMs in our portfolio. Revenues and expenses from advanced ATM equipment sales and other ATM-related services are not included.

Revenues

                                                  Three Months Ended March 31,
                                               2009           2008         % Change
                                                 (In thousands)
     ATM operating revenues                 $   113,580     $ 116,297           (2.3 )%
     ATM product sales and other revenues         1,765         4,278          (58.7 )%

     Total revenues                         $   115,345     $ 120,575           (4.3 )%

ATM operating revenues. ATM operating revenues generated during the three months ended March 31, 2009 decreased $2.7 million from the three months ended March 31, 2008. Below is the detail, by segment, of changes in the various components of ATM operating revenues:

                                                       2008 to 2009 Variance
                                         U.S.           U.K.          Mexico          Total
                                                        Increase (decrease)
                                                           (In thousands)
Surcharge revenue                      $  (3,315 )    $  (2,537 )    $     984      $  (4,868 )
Interchange revenue                          529           (317 )          300            512
Branding and surcharge-free network
revenue                                    1,732              -             (2 )        1,730
Other                                        (89 )           (2 )            -            (91 )

Total increase (decrease) in ATM
operating revenues                     $  (1,143 )    $  (2,856 )    $   1,282      $  (2,717 )


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United States. During the three months ended March 31, 2009, our United States operations experienced a $1.1 million, or 1%, decrease in ATM operating revenues compared to the three months ended March 31, 2008. This decrease was due to a 6% decline in surcharge revenues that resulted from a decreased level of surcharge transactions during the period. While much of the decline was due to our bank and surcharge-free network programs, which allow participants' cardholders the ability to make cash withdrawals on a surcharge-free basis at our ATMs, the decline was also due to there being one less day in the first quarter of 2009 compared to the first quarter of 2008 as a result of 2008 being a leap year. Although our surcharge-free programs resulted in a decline in surcharge transactions, they contributed to an increase in the total number of withdrawal transactions conducted on our ATMs, which resulted in increased interchange revenues generated by our domestic operations. These higher interchange revenues, coupled with higher bank and surcharge-free network fees, partially offset the decline in surcharge revenues.
United Kingdom. Our United Kingdom operations also contributed to the lower ATM operating revenues for the three months ended March 31, 2009, decreasing over 16% from the first quarter of 2008. However, this decrease was the result of unfavorable foreign currency exchange rate movements between the two periods. Excluding the impact of foreign currency movements, total surcharge and interchange revenues actually increased by $1.3 million and $1.4 million, respectively. These increases were primarily driven by a 13% increase in the average number of transacting ATMs in the United Kingdom, based on ATM purchases made throughout 2008, and higher withdrawal transactions on our free-to-use ATMs, which resulted in the year-over-year increase in interchange revenues. Mexico. Higher revenues generated by our Mexico operations partially offset the decrease in ATM operating revenues from our domestic and United Kingdom operations. The increase in revenues generated by our Mexico operations during 2009 was the result of a 47% increase in the average number of transacting ATMs associated with these operations as well as higher surcharge and overall withdrawal transactions per machine during the three months ended March 31, 2009.
ATM product sales and other revenues. ATM product sales and other revenues for the three months ended March 31, 2009 were lower than those generated during the same period in 2008 primarily due to lower equipment and value-added reseller ("VAR") program sales. Under our VAR program, we primarily sell ATMs to Associate VARs who in turn resell the ATMs to various financial institutions throughout the United States in territories authorized by the equipment manufacturer. In light of the current economic climate, financial institutions and others have reduced their ATM purchases and we have, therefore, seen a decline in these sales during 2009. Also contributing to the decline was the completion of our Triple Data Encryption Standard upgrades, which generated a higher amount of product sales and service-related revenues in the first quarter of 2008 compared to the first quarter of 2009.

Cost of Revenues

                                                            Three Months Ended March 31,
                                                         2009            2008         % Change
                                                            (In thousands)
Cost of ATM operating revenues (exclusive of
depreciation, accretion, and amortization)            $   82,229       $  89,101           (7.7 )%
Cost of ATM product sales and other revenues               1,814           4,164          (56.4 )%

Total cost of revenues (exclusive of depreciation,
accretion, and amortization)                          $   84,043       $  93,265           (9.9 )%


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Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization). The cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization) incurred during the three months ended March 31, 2009 decreased $6.9 million from the same period in 2008. Below is the detail, by segment, of changes in the various components of the cost of ATM operating revenues:

                                                           2008 to 2009 Variance
                                            U.S.           U.K.           Mexico          Total
                                                            Increase (decrease)
                                                              (In thousands)
Merchant commissions                      $  (1,901 )    $    (411 )    $      309      $  (2,003 )
Cost of cash                                 (1,422 )       (2,415 )           283         (3,554 )
Repairs and maintenance                         225            108             163            496
Communications                                 (236 )         (506 )            54           (688 )
Transaction processing                         (704 )         (484 )            92         (1,096 )
Other expenses                                  (99 )           46              26            (27 )

Total increase (decrease) in cost of
ATM operating revenues                    $  (4,137 )    $  (3,662 )    $      927      $  (6,872 )

United States. During the three months ended March 31, 2009, the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization) incurred by our United States operations decreased $4.1 million when compared to the cost incurred during the same period in 2008. This decrease was primarily the result of lower merchant fees, which resulted from the year-over-year decline in the number of domestic merchant-owned ATMs and the overall decline in surcharge transactions and related surcharge revenues. Also contributing to the decline in the cost of ATM operating revenues was a lower cost of cash, primarily due to reduced market interest rates on the unhedged portion of our vault cash rental obligations, and lower transaction processing costs resulting from the continued conversion of our ATMs over to our EFT processing platform. With respect to our vault cash rental obligations, we are currently in the process of negotiating new pricing terms and conditions with one of our domestic vault cash providers, the results of which would likely become effective after July 2009. While it is too soon to predict the ultimate outcome of those negotiations, the revised pricing terms and conditions could be less favorable to us than those currently in effect under the existing agreement. If that were to occur, our vault cash rental costs would increase in future periods, thus negatively impacting our domestic ATM operating gross profit margin. In terms of our other operating expense amounts, we continue to aggressively strive to manage our costs without compromising the quality of our services. For example, during the three months ended March 31, 2009, we circulated a proposal to a number of our existing maintenance providers to have them bid for a significant portion of our domestic ATM maintenance business. Although we are still in the process of finalizing our discussions with those vendors, we believe the outcome of this process will result in additional cost savings later in 2009 and beyond.
United Kingdom. Our United Kingdom operations also contributed to the decrease in the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization) during the most recent quarter. The overall $3.7 million decrease was due to foreign currency exchange rate movements between periods. Excluding the impact of exchange rate movements, our United Kingdom operations' cost of ATM operating revenues increased $0.4 million. This increase was primarily due to higher merchant commissions, which increased by $1.3 million as a result of the increased number of ATMs operating in the United Kingdom during 2009 compared to the same period in 2008, and a $0.4 million increase in direct operations costs. Partially offsetting these increases was a lower cost of cash, primarily due to reduced market interest rates on our vault cash rental obligations. However, similar to the situation outlined above with respect to our United States operating segment, we are currently in the process of negotiating new pricing terms and conditions with our primary vault cash provider in the United Kingdom. While it is too soon to predict the ultimate outcome of those negotiations, the revised pricing terms and conditions could be less favorable to us than those currently in effect under the existing agreement. If that were to occur, our vault cash rental costs would increase in future periods, thus negatively impacting our ATM operating gross profit margins in the United Kingdom.
Mexico. Partially offsetting the decrease in the cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization) of our United States and United Kingdom operations were the costs incurred by our Mexico operations. As a result of the increase in the average number of transacting ATMs associated with these operations and the increased number of transactions conducted on these machines during the first quarter of 2009, when compared to the first quarter of 2008, all of our general categories of cost of ATM operating revenues in Mexico increased during the period.
Cost of ATM product sales and other revenues. Consistent with the decrease in ATM product sales and other revenues discussed above, the cost of ATM product sales and other revenues decreased during the three months ended March 31, 2009 compared to the same period in 2008 primarily due to lower equipment and VAR program sales during the period.


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Gross Profit Margin

                                                                2009        2008
    ATM operating gross profit margin:
    Exclusive of depreciation, accretion, and amortization       27.6 %      23.4 %
    Inclusive of depreciation, accretion, and amortization       16.5 %      12.7 %
    ATM product sales and other revenues gross profit margin     (2.8 )%      2.7 %
. . .
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