8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2007

CARDTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 333-113470
(Commission File Number) 76-0681190
(I.R.S. Employer
Identification No.)

3110 Hayes Road, Suite 300
Houston, Texas
(Address of Principal Executive Offices) 77082
(Zip Code)

Registrant’s Telephone Number, including Area Code: (281) 596-9988

Not Applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

Information re Financial Services Business

Item 7.01 Regulation FD Disclosures

A. Introduction

     Cardtronics, Inc. (the “Company”) is hereby furnishing as Exhibit 99.1 to this Current Report on Form 8-K certain information regarding the Company and the 7-Eleven Financial Services Business that it is providing to potential investors in connection with the financing of its acquisition of substantially all of the assets of the financial services business of 7-Eleven, Inc., and its contents are hereby incorporated by reference into this report.

B. Limitation on Incorporation by Reference

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in Exhibit 99.1 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1  Certain Information regarding the Company and the 7-Eleven Financial Services Business

1

SIGNATURE

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

July 16, 2007 (Date)
	CARDTRONICS, INC.
	(Registrant)
	/s/ J. CHRIS BREWSTER
	J. Chris Brewster Chief Financial Officer

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Exhibit Index

Exhibits	Description of Exhibit
99.1	Certain Information regarding the Company and the 7-Eleven Financial Services Business

3

EX-99.1

Exhibit 99.1

     The following is certain information regarding Cardtronics, Inc., along with its wholly-owned subsidiaries (collectively, the “Company”) and the 7-Eleven Financial Services Business. As used herein, the Company uses the following terms for ease of reference:

• references to the “Company,” “Cardtronics,” “we,” “our,” “us,” or like terms refer to Cardtronics, Inc. and its subsidiaries;

• references to “ATMs” refer to automated teller machines;

• references to the “7-Eleven Financial Services Business” refer to the financial services business of 7-Eleven, Inc.;

• references to the “7-Eleven ATM Transaction” refer to the Company’s planned acquisition of 7-Eleven Financial Services Business;

• references to the “Financing Transactions” refer to, collectively, proposed financing for the 7-Eleven ATM Transaction, including the proposed amendment to our revolving credit facility and related debt financings; and

• references to “pro forma” refer to financial or operating results which are presented on a pro forma basis, as adjusted for the 7-Eleven ATM Transaction and the Financing Transactions.

SUMMARY PRO FORMA
FINANCIAL AND OPERATING DATA

The pro forma amounts for the twelve months ended March 31, 2007 were derived by (1) combining the unaudited pro forma condensed consolidated statement of operations data for year ended December 31, 2006 with the unaudited pro forma condensed consolidated statement of operations data for three months ended March 31, 2007, and (2) deducting the unaudited pro forma condensed consolidated statement of operations data for three months ended March 31, 2006. The summary unaudited pro forma condensed consolidated statements of operations data has been prepared to give effect to the 7-Eleven ATM Transaction and the Financing Transactions as if each had occurred on January 1, 2006. The summary unaudited pro forma condensed consolidated balance sheet data as of March 31, 2007 gives effect to these transactions as if each had occurred on March 31, 2007. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma financial information is provided for informational purposes only. The summary unaudited condensed consolidated pro forma financial data do not purport to represent what our results of operations or financial position actually would have been if the 7-Eleven ATM Transaction or the Financing Transactions had occurred at the dates indicated, nor do such data purport to project the results of operations for any future period.

Cardtronics, Inc.

	Pro Forma
	Twelve Months Ended
	March 31, 2007
	(dollars in thousands,
	except per withdrawal
	transaction statistics)
Consolidated Statements of Operations Data:
Revenues:
ATM operating revenues	$	428,982
Vcom operating revenues(1)		26,210
ATM product sales and other revenues(2)		12,750
Total revenues		467,942
Cost of revenues:
Cost of ATM operating revenues		318,011
Cost of Vcom operating revenues		15,389
Cost of ATM product sales and other revenues		11,681
Total cost of revenues		345,081
Gross profit (exclusive of depreciation shown separately below)		122,861
Operating expenses:
Selling, general, and administrative expenses(3)		34,980
Depreciation and accretion expense		29,469
Amortization expense(4)		17,998
Total operating expenses		82,447
Income from operations		40,414
Other (income) expenses:
Interest expense		38,778
Other(5)		(5,406	)
Total other expenses		33,372
Income (loss) before income taxes		7,042
Income tax provision (benefit)		3,646
Net income (loss)		3,396
Preferred stock dividends and accretion expense(6)		266
Net income (loss) available to common stockholders	$	3,130
Other Financial Data (unaudited):
EBITDA(7)	$	93,287
Adjusted EBITDA(7)	$	72,480
Adjusted EBITDA margin(8)		16.1	%
Ratio of Adjusted EBITDA to interest expense		1.9	x
Capital expenditures(9):
Maintenance capital expenditures	$	13,774
Growth capital expenditures		48,673
Total capital expenditures	$	62,447
Operating Data (unaudited):
Average number of transacting ATMs		31,058
Total withdrawal transactions		196,154
Per withdrawal transaction:
Total transaction revenues	$	2.19
Transaction gross profit		0.57
Transaction gross profit margin		26.0	%

	As of March 31, 2007
	Pro Forma
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	13,895
Total assets		586,031
Total long-term debt and capital lease obligations, including current portion		406,090
Preferred stock(10)		76,661
Total stockholders’ deficit		(42,185	)

(1)	Includes upfront placement fee revenues of $18.4 million for the pro forma twelve months ended March 31, 2007 received by 7-Eleven related to the acquired Vcom operations.
(2)	Consists primarily of revenues from the sale of equipment to our merchant-owned customer base and our associated value added resellers, or VARs, as well as other miscellaneous non-transaction based revenues.
(3)	Includes non-cash stock-based compensation totaling $0.9 million for the pro forma twelve months ended March 31, 2007 related to options granted to certain employees and a restricted stock grant made to our chief executive officer in 2003.
(4)	Includes pre-tax impairment charge $0.1 million for the pro forma twelve months ended March 31, 2007.
(5)	Primarily consists of $4.8 million in other income primarily related to settlement proceeds received from Winn-Dixie Stores, Inc. (“Winn-Dixie”), one of our merchant customers as part of that company’s successful emergence from bankruptcy and $0.6 million of gains related to the sale of the Winn-Dixie equity securities.
(6)	Reflects the accretion of the Series B Preferred Stock issuance costs.
(7)	EBITDA represents income before interest, taxes, depreciation, and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude acquisition-related transition costs, stock compensation expense, other (income) losses, minority interest, certain surcharge replacement fees, terminated lease expenses, and the majority of the upfront Vcom placement fee revenues. EBITDA and Adjusted EBITDA are included in this Current Report because they are measurements upon which we assess our financial performance. EBITDA and Adjusted EBITDA are not intended to represent operating income or cash flow from operations as defined by U.S. GAAP and should not be used as alternatives to net income as indicators of operating performance or to cash flow as a measure of liquidity. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
	The following table provides a reconciliation from net income (loss) to EBITDA and Adjusted EBITDA:

	Pro Forma
	Twelve Months Ended
	March 31, 2007
	(in thousands)
Net income (loss)	$	3,396
Interest expense		38,778
Income tax provision (benefit)		3,646
Depreciation, amortization, and accretion		47,467
EBITDA	$	93,287
Acquisition-related transition costs(a)		(8	)
Stock compensation expense		975
Other (income) loss(b)		(5,077	)
Minority interest		(74	)
Other adjustments — Cardtronics(c)		2,084
Other adjustments — 7-Eleven(d)		(1,025	)
Elimination of certain upfront Vcom placement fees(e)		(17,682	)
Adjusted EBITDA	$	72,480

(a)	Amounts presented reflect the incremental costs incurred after historical acquisitions to transition acquired ATM networks to our platform.
(b)	See footnote (5) above for a description of the specific components of this line item.
(c)	Other adjustments consist primarily of $1.1 million of inventory adjustments, the majority of which related to our Triple-DES upgrade efforts, and $0.5 million of costs incurred related to our efforts to convert our ATM portfolio over to our in-house transaction processing switch.

(d)

Other adjustments related to 7-Eleven reflect the elimination of $3.5 million of surcharge replacement fees received in the second quarter of 2006 related to the agreement with CO-OP® and the elimination of $2.5 million of historical operating lease expense amounts for the acquired 7-Eleven Financial Services Business related to operating leases that were paid off prior to the acquisition date. While we have eliminated the lease expense associated with those leases paid off, such costs would have been partially replaced by the depreciation and interest expense on additional ATMs acquired to replace the previously leased ATMs.

(e)

Amounts presented reflect the elimination of the majority of the upfront Vcom placement fee revenues associated with the acquired Vcom operations. We have eliminated upfront Vcom placement fee revenues related to services for which we do not expect to receive placement fees in the future.

(8)	Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues. For purposes of pro forma calculations, we exclude the majority of the upfront Vcom placement fee revenues associated with the acquired Vcom operations from total revenues as such amounts have been excluded from Adjusted EBITDA.
(9)	Capital expenditure amounts for Cardtronics Mexico are reflected gross of any minority interest amounts.
(10)	The amount reflected on our balance sheet is shown net of issuance costs of $1.3 million as of March 31, 2007. The aggregate redemption price for the preferred stock was $78.0 million as of March 31, 2007.