8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 25, 2011

Cardtronics, Inc.

 (Exact name of registrant as specified in its charter)

Delaware	001-33864	76-0681190
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3250 Briarpark, Suite 400, Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

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

Explanatory Note

On July 25, 2011, Cardtronics, Inc. filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that it had completed the acquisition of all of the outstanding securities of EDC ATM Subsidiary, LLC and Efmark Deployment I, Inc. (collectively, “EDC”) from EDC Holding Company, LLC. This Amendment No. 1 on Form 8-K/A amends Item 9.01 of the Original Form 8-K to provide the required financial statements and pro forma financial information with respect to the acquisition of EDC.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(i) Attached hereto as Exhibit 99.1 are the following audited combined financial statements of EDC:

·Report of Independent Certified Public Accountants of Grant Thornton LLP

·Combined Balance Sheet as of December 31, 2010

·Combined Statement of Operations for the year ended December 31, 2010

·Combined Statement of Changes in Equity for the year ended December 31, 2010

·Combined Statement of Cash Flows for the year ended December 31, 2010

·Notes to Combined Financial Statements

(ii) Attached hereto as Exhibit 99.2 are the following unaudited combined financial statements of EDC:

·Unaudited Combined Balance Sheet as of June 30, 2011

·Combined Statements of Operations (unaudited) for the six months ended June 30, 2011 and 2010

·Combined Statements of Cash Flows (unaudited) for the six months ended June 30, 2011 and 2010

·Notes to Unaudited Combined Financial Statements

(b) Pro Forma Financial Information.

Attached hereto as Exhibit 99.3 are the following unaudited pro forma condensed consolidated financial statements of Cardtronics, Inc. and EDC:

·Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2011

·Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2011

·Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2010

·Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of Grant Thornton LLP
99.1	Audited combined financial statements of Efmark Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC as of and for the year ended December 31, 2010
99.2	Unaudited combined financial statements of Efmark Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC as of and for the six months ended June 30, 2011 and 2010
99.3	Unaudited Pro Forma Condensed Consolidated Financial Statements

SIGNATURES

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

Cardtronics, Inc.

Date:  October 3, 2011                                                             By:  /s/   j. chris brewster

Name:  J. Chris Brewster

Title:  Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 29, 2011, with respect to the combined financial statements of Efmark Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC, included in the Form 8-K/A Amendment No. 1. We hereby consent to the inclusion of said report in this Form 8-K/A Amendment No. 1 and to the incorporation by reference in the Registration Statements of Cardtronics, Inc. on Forms S-8 (File No. 333-149244, effective February 14, 2008, 333-149245, effective February 14, 2008, and 333-168804, effective August 12, 2010) and Form S-3 (File No. 333-164395, effective March 11, 2010).

EX-99.1

Exhibit 99.1

Combined Financial Statements and Report of Independent Certified Public Accountants

Efmark Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC

December 31, 2010

Contents
	Page
Report of Independent Certified Public Accountants	3
Combined Balance Sheet	4
Combined Statement of Operations	5
Combined Statement of Changes in Equity	6
Combined Statement of Cash Flows	7
Notes to Combined Financial Statements	8

 

Audit–Tax–Advisory
Grant Thornton LLP
One California Street, Suite 2300
San Francisco, CA 94111-5424

T 415.986.3900
F 415.986.3916
www.GrantThornton.com

Report of Independent Certified Public Accountants

The Board of Directors
EFMARK Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

We have audited the accompanying combined balance sheet of EFMARK Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC (the “Company”) as of December 31, 2010, and the related combined statements of operations, changes in equity, and cash flows for the year then ended. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EFMARK Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC as of December 31, 2010, and results of their operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton LLP

San Francisco, California
April 29, 2011

3

     Efmark Deployment I, Inc.

d/b/a EDC and EDC ATM Subsidiary, LLC

COMBINED BALANCE SHEET

December 31, 2010

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,406,717
Accounts receivable
Trade		605,315
Other		1,282,589
Inventory		167,788
Due from affiliate		1,000,000
Prepaid expenses		1,944,902
Total current assets		7,407,311
Property and equipment:
Property and equipment		27,025,177
Less accumulated depreciation and amortization		(17,940,796	)
Net property and equipment		9,084,381
Other assets:
Goodwill		40,198,815
Customer contracts, net		3,623,639
Deferred financing costs, net		698,638
Deposits		12,806
Total other assets		44,533,898
Total assets	$	61,025,590
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	3,350,000
Accounts payable		5,028,189
Other accrued expenses		3,370,984
Income taxes payable		132,229
Total current liabilities		11,881,402
Long-term debt, less current portion		35,933,219
Deferred income taxes		10,027,069
Total liabilities		57,841,690
Equity:
Common stock, $0.001 par value, 90,000 shares authorized, issued, and outstanding		900
Paid-in-capital		24,994,187
Accumulated retained earnings		14,890,540
Member's deficit		(36,701,727	)
Total equity		3,183,900
Total liabilities and equity	$	61,025,590

The accompanying notes are an integral part of these combined financial statements.

4

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2010

Net sales	$	51,667,541
Cost of sales		37,564,170
Gross profit		14,103,371
Operating expenses		12,823,869
Income from operations		1,279,502
Other Income (expense)
Loss on the sale of property and equipment		(841,002	)
Interest income		458
Interest expense		(4,881,048	)
Total other income (expense)		(5,721,592	)
Loss from continuing operations before benefit from income taxes		(4,442,090	)
Benefit from income taxes		5,091,497
Net income from continuing operations		649,407
Loss from discontinued operations, net of income taxes		(7,789,181	)
Net Loss	$	(7,139,774	)
The accompanying notes are an integral part of these combined financial statements.

5

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

COMBINED STATEMENT OF CHANGES IN EQUITY

For the Year Ended December 31, 2010

	Common Stock			Additional				Retained Earnings
	Shares	Amount		Paid-In Capital				(Accumulated Deficit)			Members' Deficit			Total Equity (Deficit)
Balances at January 1, 2010	90,000	$	900	$	33,325,145		$	(1,231,602	)	$	(22,865,183	)	$	9,229,260
Prior period adjustments - see Note 2	-		-		(12,132,821	)		9,425,372			-			(2,707,449	)
Balances at January 1, 2010, as restated	90,000		900		21,192,324			8,193,770			(22,865,183	)		6,521,811
Capital contribution	-		-		3,600,000			-			-			3,600,000
Net income (loss)	-		-		-			6,696,770			(13,836,544	)		(7,139,774	)
Stock based compensation	-		-		201,863			-			-			201,863
Balances at December 31, 2010	90,000	$	900	$	24,994,187		$	14,890,540		$	(36,701,727	)	$	3,183,900
The accompanying notes are an integral part of these combined financial statements.

6

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC
COMBINED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2010
Cash flows from operating activities:
Net loss	$	(7,139,774	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		12,624,095
Write-off of intangibles		1,263,544
Loss on sale of assets		2,055,892
Stock-based compensation		201,863
Deferred income taxes		(4,235,715	)
Amortization of debt issuance costs		330,828
Interest paid in kind		710,868
Changes in operating assets and liabilities
Accounts receivable		(759,422	)
Inventory		899,878
Prepaid expenses		(1,224,275	)
Accounts payable		687,134
Accrued liabilities		1,740,629
Income tax payable		109,082
Net cash provided by operating activities		7,264,627
Cash flows from investing activities:
Purchases of property and equipment		(6,866,596	)
Net cash used in investing activities		(6,866,596	)
Cash flows from financing activities:
Contributing capital		3,600,000
Proceeds from issuance of long-term debt		1,000,000
Principal payments of long-term debt		(6,706,788	)
Net cash used in financing activities		(2,106,788	)
Net decrease in cash and cash equivalents		(1,708,757	)
Cash and cash equivalents at beginning of year		4,115,474
Cash and cash equivalents at end of year	$	2,406,717
Supplemental disclosures of cash flow information:
Cash paid for interest	$	3,946,255
Cash paid for taxes	$	189,042
The accompanying notes are an integral part of these combined financial statements.

7

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business and Basis of Presentation

EFMARK Deployment I, Inc. d/b/a EDC (the “Corporation”) and EDC ATM Subsidiary, LLC (the “LLC”) deploy and operate ATM equipment in retail locations throughout the United States. Prior to April 2010, EDC ATM Subsidiary, LLC deployed state of the art check cashing solutions for the tax preparation industry at various locations throughout the United States.

The following is a summary of the significant accounting policies of the Company (the “Company”):

Principles of Combination and Presentation

EDC Holding Company, LLC owns 100% of the Corporation and 22.77% of the LLC. The Corporation owns the remaining 77.23% of the LLC. The combined financial statements are prepared due to common ownership and are prepared as a single entity.

The combined financial statements include the following companies:

• EFMARK Deployment I, Inc. d/b/a EDC
• EDC ATM Subsidiary, LLC

All intercompany accounts and transactions have been eliminated. The LLC has a guaranteed payment to the Corporation in the amount of 7.28% of the average Unreturned Capital. This amount was $1,474,940 for the year ended December 31, 2010 which eliminates in combination. The allocation of profit/losses and distributions are done in accordance with provisions of the amended and restated Operating Agreement.

During the year, the Company ceased the operations of its check cashing business (“BVIG”). Accordingly, the income and expenses from BVIG are disclosed separately as discontinued operations. All assets of were disposed of or impaired prior to December 31, 2010.

Revenue Recognition

The Company has three distinct revenue sources: surcharge revenue, interchange revenue and branding revenue. Surcharge and interchange revenues are recognized upon the completion of financial transactions from third party users. These transactions typically occur on a daily basis. Branding revenues relate to payments received from various financial institutions for the right to place their logo/brand on the Company’s ATMs. Branding revenues are contracted for and earned on a monthly basis over the term of the related agreement.

Cash and Cash Equivalents

Cash and cash equivalents are defined as currency on hand, in demand deposits, and short-term highly liquid investments readily convertible to cash with a maturity of less than three months when acquired.

8

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Management determines the allowance based on historical write-off experience and specific knowledge of the customer base.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. Accounts are considered delinquent when the account is not paid within the terms specified for each customer. There was no allowance for uncollectible accounts recorded at December 31, 2010.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and equipment consists of ATM equipment, computer equipment, software, and furniture which are stated at cost. Depreciation and amortization are computed using the straight-line method for financial reporting and accelerated methods for tax purposes over the following estimated useful lives:

	Years
Furniture	7
ATM equipment	5
Computer equipment	3-5

Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”), under which goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead, are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values.

There was a decrease in the carrying amount of goodwill for the year ended December 31, 2010 due to impairment related to discontinued operations. In addition, as disclosed in Note 2, the goodwill balance was adjusted for a prior period error.

9

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

In accordance with the provisions of FASB, long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. No impairment charge was necessary for the period.

Stock-Based Compensation

The fair value of common stock options granted during the year ended December 31, 2010 was estimated on the date of grant using the Black-Scholes-Merton option pricing model based on the weighted-average assumptions in the table below:

		2010
Expected term (years)		6.25
Risk-free interest rate		2.70	%
Weighted-average volatility		51	%
Weighted-average grant-date fair value per share	$	7.65

The expected term of the options is based on the simplified method for the options with a term of 10 years, and vesting in four years. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility for common options is based on the historical volatility of several public entities that are similar to the Company as the Company does not have sufficient historical transactions of its own shares on which to base expected volatility.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

10

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Effective July 14, 2006, the Corporation is treated as a C corporation for income tax purposes and is taxable on the income earned by the Corporation directly as well as on the income allocated from the LLC. The LLC is generally taxed as a partnership for federal and state tax purposes. Accordingly, it is generally not subject to income taxes as the income tax is the responsibility of the members.

Differences between the financial statement income (loss) and taxable income (loss) allocated from the LLC to the Corporation creates deferred taxes at the Corporation level. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are recognized using tax rates applicable when future tax return consequences of those differences are expected to occur. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future taxable income. Deferred tax assets are reduced by a valuation allowance if it is more-likely-than-not that a portion of the deferred tax asset will not be realized.

During the fiscal year ended December 31, 2009, the Company adopted the FASB’s income tax topic -Accounting for Uncertainty in Income Tax Positions. Under the guidance, the Company records income tax benefits in its financial statements from a tax position only if it meets a recognition threshold of more-likely-than-not to be sustained upon examination. For a tax position that has met the more-likely-than-not recognition threshold, the amount of income tax benefit for the position is then measured at the maximum benefit that is expected at a cumulative probability occurring more than 50% considering the Company and the relevant tax authority will effectively settle on the position in given facts and circumstances surrounding the position.

The Company records interest and penalties, if any, related to unrecognized tax benefits as income tax expenses.

Fair Value Measurements

Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of the asset or liability as of the measurement date. Instruments with readily available actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, will generally have a higher degree of market price transparency and a lesser degree of judgment used in measuring fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 – Inputs are quoted price in active markets for identical assets or liabilities as of the measurement date. The types of instruments which would generally be included in Level 1 include listed equity securities.

11

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements (continued)

Level 2 – Inputs are observable for the asset or liability, either directly or indirectly, as of the measurement date, but are other than quoted prices in active markets as in Level 1. The types of instruments which would generally be included in this category include unlisted derivative financial instruments and fixed income investments.

Level 3 – Inputs are unobservable for the instrument and include situations where there is little, if any, market activity for the instrument. The inputs into the determination of fair value require significant judgment or estimation by the reporting entity. The types of instruments which would generally be included in this category include privately held investments, partnership interests and similar interests, and beneficial interests in trusts held by others.

The Company did not have any nonfinancial assets recorded at fair value at December 31, 2010.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. These events and transactions either provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (that is, recognized subsequent events), or provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date (that is, non-recognized subsequent events).

The Company has evaluated subsequent events through April 29, 2011, which was the date that these financial statements were available for issuance, and determined that there were no significant non-recognized subsequent events through that date.

Recent Accounting Pronouncements

In December 2010, the FASB issued ASU 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts – a consensus of the FASB Emerging Issues Task Force, which amends ASC 350, Intangibles – Goodwill and Other, to modify goodwill impairment testing for reporting units with a zero or negative carrying amount. Under the amended guidance, an entity must consider whether it is more likely than not that a goodwill impairment exists for reporting units with a zero or negative carrying amount. If it is more likely than not that a goodwill impairment exists, the second step of the goodwill impairment test in ASC 350-20-35 must be performed to measure the amount of goodwill impairment loss, if any. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this amendment is not expected to have a material impact on the Company’s combined financial statements.

NOTE 2 – RESTATEMENT

Due to errors in previous financial statements, the Company has restated the beginning balances of goodwill, deferred tax assets, deferred tax liabilities, accumulated deficit and additional paid-in capital as of January 1, 2010.

12

In connection with the preparation of its 2010 financial statements, the Company determined that it had: 1) failed to correctly record deferred taxes and goodwill, in connection with an acquisition in 2006, in the amount of $13,138,962. The deferred taxes are amortized over the life of the underlying asset resulting in a change to the accumulated deficit of $9,425,372; 2) failed to record a deferred tax liability, on a transaction in 2008 when certain assets and liabilities were transferred from Corporation to LLC, in the amount of $12,132,821. The transfer is considered an investment and the error decreases additional paid-in capital by the same amount.

The effect of the restatements on the combined balance sheet as of December 31, 2009 is presented in the following table. The cumulative after-tax effect of the restatement adjustments for all prior years increased the 2010 beginning accumulated deficit by $9,425,372.

		As
		Originally
		Reported			Restatement			Revised
		12/31/09			Adjustments			12/31/09
Combined Balance Sheet:
Assets
Goodwill	$	27,879,569		$	13,138,962		$	41,018,531
Deferred tax asset		1,583,627			(1,583,627	)		-
Total assets		59,502,956			11,555,335			71,058,291
Liabilities
Deferred tax liability		-			14,262,784			14,262,784
Total liabilities		50,273,696			14,262,784			64,536,480
Stockholders’ equity
Additional paid-in capital		33,325,145			(12,132,821	)		21,192,324
Accumulated deficit		(24,096,785	)		9,425,372			(14,671,413	)
Total stockholders’ equity		9,229,260			(2,707,449	)		6,521,811
Total liabilities and stockholders’ equity		59,502,956			11,555,335			71,058,291
The impact on prior year net loss would have been a reduction of the loss by $6,112,008.
NOTE 3 – PROPERTY AND EQUIPMENT
A summary of property and equipment at December 31, 2010 follows:
Furniture							$	52,025
ATM equipment								25,629,667
Computer equipment								1,343,485
Subtotal								27,025,177
Less accumulated depreciation and amortization								(17,940,796	)
Net property and equipment							$	9,084,381
NOTE 4 – INTANGIBLE ASSETS
Following is a summary of intangibles other than goodwill as of December 31, 2010:
Customer contracts							$	40,430,806
Deferred financing cost								1,724,996
Less accumulated amortization								(37,833,525	)
Net intangibles							$	4,322,277

13

Amortization expense for the year ended December 31, 2010 was $9,104,591. Estimated amortization expense for the next three years is as follows:

2011	$	3,953,000
2012		330,827
2013		38,450
	$	4,322,277

During the year, the company ceased the operations of BVIG and wrote off the goodwill related to BVIG.

Goodwill at December 31, 2009, as restated	$	41,018,531
Goodwill related to discontinued operations		(819,716	)
Goodwill at December 31, 2010	$	40,198,815
NOTE 5 – LONG-TERM DEBT
Long-term debt consists of the following:
Term note to ING Capital LLC, secured by substantially all of the Company's assets, due in quarterly principal payments of $800,000 plus interest at LIBOR with a floor of 2.25% (2.25% at December 31, 2010) plus 4.5%. The note expires on October 3, 2012.	$	6,043,212
Term note to ING Capital LLC, secured by substantially all of the Company's assets, due in quarterly principal payments of $37,500 plus interest at LIBOR with a floor of 2.25% (2.25% at December 31, 2010) plus 5.0%. The note expires on October 3, 2013.		14,512,500

14

NOTE 5 – LONG-TERM DEBT (continued)
Term note to Crystal Capital, secured by substantially all of the Company's assets. The principal balance of $6,000,000 is due on October 3, 2013 as a balloon payment. Interest at LIBOR with a floor of 3.0% plus 12.15% shall be payable quarterly in arrears. In addition, the Company is required to pay payment in kind (“PIK”) interest at a rate of 4.50%, by capitalizing such interest and adding the same to the then outstanding principal amount of the loan. The amount of PIK interest added to principal for the year ended December 31, 2010 was $411,003. The PIK interest is due on April 3, 2014.	$	6,411,003
Term note to Crystal Capital, secured by substantially all of the Company's assets. The principal balance of $9,000,000 is due on October 3, 2013 as a balloon payment. Interest at LIBOR with a floor of 3.0% plus 12.15% shall be payable quarterly in arrears. In addition, the Company is required to pay (PIK) interest at a rate of 4.50%, by capitalizing such interest and adding the same to the then outstanding principal amount of the loan. The amount of PIK interest added to principal for the year ended December 31, 2010 was $616,504. The PIK interest is due on April 3, 2014.		9,616,504
Revolving line of credit with ING Capital LLC in the amount of $5,000,000, secured by substantially all the Company's assets, bearing interest at the LIBOR rate with a floor of 2.25% (2.25% at December 31, 2010) plus 4.5%, interest paid monthly, with principal due October 3, 2012.		2,700,000
Subtotal		39,283,219
Less current maturities		3,350,000
Total long-term debt	$	35,933,219
Maturities of long-term debt are as following:
2011	$	3,350,000
2012		5,693,212
2013		29,212,500
2014		1,027,507
	$	39,283,219

All debt agreements above contain provisions requiring maintenance of certain financial and nonfinancial covenants. At December 31, 2010, the Company was in compliance with its covenants.

15

NOTE 6 –EQUITY

Common Stock

The Corporation is authorized to issue up to 90,000 shares of common stock at $.001 par value. There were 90,000 shares issued and outstanding as of December 31, 2010.

Members Units

The LLC has two types of members, Class A and Class B, which are authorized by the amended and restated operating agreement. Allocation of income, losses, and distributions is dependent on member class and is determined based on capital accounts as defined by the operating agreement.

Stock Option Plans

Effective January 1, 2010, the Board of Managers (the “Board”) adopted and approved the EDC Holding Company, LLC 2010 Unit Option Plan (the “2010 Plan”). Under the 2010 Plan, the Company can grant incentive stock options to employees, consultants and nonemployee directors. Each option equates to a single unit. A unit represents an interest in the value of the parent company (i.e. 1 unit out of a total of 100 units represents a 1% ownership interest). The units issued are deemed capital contributions by the parent to the Company. The maximum number of units which may be optioned and sold under the 2010 Plan shall not, at any point in time, exceed 3.5% of the outstanding units of the Company. As of December 31, 2010, there were 3,000,577 units outstanding, equating to approximately 105,000 options available for issuance, of which 100,804 had been issued. The exercise price for each of these options is $6.21. The options vest ratably over four years and expire ten years from the date of grant. The Company recognizes compensation costs for these options on a straight-line basis over the requisite service period. As of December 31, 2010, the Company recorded $201,863 as stock-based compensation expense related to the options issued in the 2010 Plan. As of December 31, 2010, the Company had approximately $581,000 of total unrecognized compensation cost related to unvested awards granted under the Company’s stock-based compensation plan that the Company expects to recognize over a weighted-average remaining period of three years. The weighted-average grant-date fair value of options granted during the year ended December 31, 2010 was $6.21.

As part of the 2010 Plan, common stock options were modified for one of the Company’s employees. Specifically, the modifications reduced the exercise price for certain stock options from $27.02 to $6.21 per share. Total incremental compensation cost resulting from the modifications was $11,877 for the year ended December 31, 2010.

Information regarding options outstanding as of December 31, 2010 was as follows:

		Options Outstanding				Options Exercisable
	Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Weighted Average Number Exercisable		Weighted Average Exercise Price
$	6.21	100,804	9	$	6.21	25,201	$	6.21

16

NOTE 6 – EQUITY (continued)

The following tables reflect the activity under the Company’s stock option plans during the year ended December 31, 2010:

	Common Stock Options		Weighted Average Exercise Price
Balance, December 31, 2009	5,814	$	27.02
Granted	100,804	$	6.21
Exercised	-	$	-
Cancelled	5,814	$	27.02
Balance, December 31, 2010	100,804	$	6.21

As of December 31, 2010, the Company had issued 309,950 profit interests to one employee. Profit interests act in the same manner as a Unit (described above) in that they provide the holder with an ownership stake in the Company. The profit interests were granted on December 1, 2008. They have no exercise price and vest over a period of four years. The Company recorded no expense for these profit interests prior to 2010 due to a decline in the valuation of the Company from the date of grant through to December 31, 2009. As of December 31, 2010, the Company recorded $903,567 in compensation expense and a liability due to the increased value of the units during 2010.

NOTE 7 – INCOME TAXES

The primary difference between income recognized for financial statement purposes and income tax purposes relates to depreciation and amortization. In addition, differences between the financial statement income (loss) and taxable income (loss) allocated from the LLC to the Corporation creates a temporary difference at the Corporation level.

17

NOTE 7 – INCOME TAXES (continued)

The provision for income taxes, included in the statements of income, is summarized as follows:

		Corporation			LLC		Total Combined
Current expense (benefit)
Federal	$	(1,064,181	)	$	-	$	(1,064,181	)
State		78,066			130,333		208,399
Total current expense (benefit)		(986,115	)		130,333		(855,782	)
Deferred expense (benefit)
Federal		(2,188,889	)		-		(2,188,889	)
State		(2,046,826	)		-		(2,046,826	)
Total deferred expense (benefit)		(4,235,715	)		-		(4,235,715	)
Total provision for (benefit from) income taxes	$	(5,221,830	)	$	130,333	$	(5,091,497	)

The current federal tax benefit of $1,064,181 for the Corporation is related to a carryback claim based on the current year net operating loss for the 2008 and 2009 tax years. Such carryback provisions are generally not available for the states that the Corporation previously filed income tax returns. Although the LLC is generally not subject to income taxes, it is subject to a variety of state franchise, capital, minimum, or limited liability company taxes. The LLC records these state taxes as part of current state tax provisions.

The deferred tax benefit of $4,235,715 for the Corporation is related primarily to the changes in its investment basis in the LLC for financial statement and income tax purposes. During 2010, a significantly smaller amount of pass-through tax loss from the LLC was allocated to the Corporation than for financial statement purposes.

The difference between the expected tax rate of 35 percent and the actual tax rate at the Corporation level primarily relates to state income taxes.

18

NOTE 7 – INCOME TAXES (continued)

The deferred tax assets and liabilities at December 31, 2010 consist of the following and relate only to the Corporation.

Deferred tax assets:
Net operating loss carry-forwards	$	340,986
Tax credit		54,073
		395,059
Valuation allowance for deferred tax assets		-
Total deferred tax assets		395,059
Deferred tax liabilities:
Investment in the LLC		(10,422,128	)
Total deferred tax liabilities		(10,422,128	)
Net deferred tax liabilities	$	(10,027,069	)

The net operating loss carry-forwards expire beginning in 2015 through 2030. Due to its excess of deferred tax liabilities over deferred tax assets, the Company believes that it is more-likely-than-not a reversal of the temporary difference will provide sufficient taxable income to realize the deferred tax assets. As such, no valuation allowance is necessary for realization of the deferred tax assets.

The Company recorded no material uncertain tax benefits and does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. The Corporation is currently under IRS examination for the 2008 and 2009 tax years and the Company is not aware of any significant adjustments. The 2007-2010 and 2006-2010 tax years remain open for federal and state purposes, respectively.

19

NOTE 8 – CONCENTRATIONS

The Company maintains cash balances at a local financial institution. The account balances at this financial institution exceeded FDIC limits as of December 31, 2010. The Company has not experienced any losses in such accounts, and therefore believes it is not exposed to any significant credit risk on cash and cash equivalents.

Approximately 44% of the Company's sales were made to one customer during the fiscal year ended December 31, 2010. The Company had no accounts receivable from this customer at December 31, 2010.

NOTE 9 – LEASE COMMITMENTS AND CONTINGENCIES

The Company leases office space under operating leases. The leases expire at various times through December 2011. The Company also rents various other equipment under month-to-month leases. Total rent expense for the year ended December 31, 2010 was $163,057.

Minimum annual rentals subsequent to December 31, 2010:

       2011                                                                        $ 96,552

Legal Contingencies

The Company is a party to various legal proceedings arising in the ordinary course of its business. Although no assurance can be given, the Company does not currently expect any of these proceedings to have a material adverse effect on the Company’s business, financial condition or results of operations.

NOTE 10 – BENEFIT PLAN

The Company maintains a 401(k) Retirement Plan for the employee group. To qualify for participation, an employee must be 21 years old and have been employed for twelve months. There is a safe harbor company match of 100% of the elective employee deferral that does not exceed 3% of compensation plus 50% of the elective deferral that exceeds 3% of compensation but does not exceed 5% of compensation. Company contributions for the year ended December 31, 2010 were $29,334.

NOTE 11 – RELATED PARTY

As of December 31, 2010, the Company had amounts due under notes from its parent totaling $1,000,000. The notes are unsecured, are non-interest-bearing, and no amount is expected to be paid within the next year. In addition, the Company paid management fees of $200,000 to primary investor.

20

EX-99.2

Exhibit 99.2

Combined Financial Statements (Unaudited)

Efmark Deployment I, Inc. d/b/a EDC and EDC ATM Subsidiary, LLC

June 30, 2011

Contents
	Page
Combined Balance Sheet (unaudited)	3
Combined Statement of Operations (unaudited)	4
Combined Statement of Cash Flows (unaudited)	5
Notes to Combined Financial Statements	6

    

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC
COMBINED BALANCE SHEET
(UNAUDITED)
June 30, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,114,556
Accounts receivable
Trade		549,467
Other		1,118,961
Inventory		156,257
Prepaid expenses		3,150,034
Total current assets		9,089,275
Property and equipment:
Property and equipment		28,045,575
Less accumulated depreciation and amortization		(19,150,964	)
Net property and equipment		8,894,611
Other assets:
Goodwill		40,198,815
Customer contracts, net		1,811,504
Deferred financing costs, net		533,224
Deposits		8,593
Total other assets		42,552,136
Total assets	$	60,536,022
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	3,350,000
Accounts payable		6,325,536
Other accrued expenses		3,901,001
Income taxes payable		394,579
Total current liabilities		13,971,116
Long-term debt, less current portion		34,623,600
Deferred income taxes		10,027,069
Total liabilities		58,621,785
Equity:
Common stock, $0.01 par value, 90,000 shares authorized, issued, and outstanding		900
Paid-in-capital		25,095,119
Retained earnings		13,682,896
Member's deficit		(36,864,678	)
Total equity		1,914,237
Total liabilities and equity	$	60,536,022

The accompanying notes are an integral part of these combined financial statements.

3

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC
COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)
		Six Months Ended June 30,
		2011			2010
Net Sales	$	30,062,750		$	25,345,601
Cost of sales		22,618,787			19,644,097
Gross profit		7,443,963			5,701,504
Operating expenses		4,878,357			7,400,257
Income (loss) from operations		2,565,606			(1,698,753	)
Other Expenses
Loss on the sale of property and equipment		(324,763	)		(7,045	)
Write-off of Due from Affiliate		(1,000,000	)		—
Interest expense, net		(2,319,329	)		—
Other expenses		(6,213	)		(2,487,990	)
Total other expenses		(3,650,305	)		(2,495,035	)
Loss before provision for income taxes		(1,084,699	)		(4,193,788	)
(Provision) benefit for income taxes		(285,896	)		1,253,876
Net Loss	$	(1,370,595	)	$	(2,939,912	)
The accompanying notes are an integral part of these combined financial statements.

4

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC
COMBINED STATEMENT OF CASH FLOWS
(UNAUDITED)
		Six Months Ended June 30,
		2011			2010
Cash flows from operating activities:
Net loss	$	(1,370,595	)	$	(2,939,912	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		3,407,491			6,288,058
Loss on sale of assets		324,763			7,045
Write-off of Due from Affiliate		1,000,000			-
Amortization of debt issuance costs		165,414			165,414
Stock-based compensation		100,931			134,222
Interest paid in kind		365,381			348,499
Changes in operating assets and liabilities
Accounts receivable		219,476			(750,514	)
Inventory		11,531			-
Prepaid expenses		(1,200,919	)		(1,820,474	)
Accounts payable		1,297,347			1,130,733
Accrued liabilities		530,017			1,254,068
Income tax payable		262,351			56,405
Net cash provided by operating activities		5,113,188			3,873,544
Cash flows from investing activities:
Purchases of property and equipment		(1,730,349	)		(2,917,981	)
Net cash used in investing activities		(1,730,349	)		(2,917,981	)
Cash flows from financing activities:
Contributing capital		-			1,600,000
Revolver payments of long-term debt		-			(3,000,000	)
Principal payments of long-term debt		(1,675,000	)		(2,031,788	)
Net cash used in financing activities		(1,675,000	)		(3,431,788	)
Net decrease in cash and cash equivalents		1,707,839			(2,476,225	)
Cash and cash equivalents at beginning of year		2,406,717			4,115,474
Cash and cash equivalents at end of year	$	4,114,556		$	1,639,249
Supplemental disclosures of cash flow information:
Cash paid for interest	$	1,960,261		$	1,368,225
Cash paid for taxes	$	22,872		$	33,974
The accompanying notes are an integral part of these combined financial statements.

5

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2011

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business and Basis of Presentation

EFMARK Deployment I, Inc. d/b/a EDC (the “Corporation”) and EDC ATM Subsidiary, LLC (the “LLC”) deploy and operate ATM equipment in retail locations throughout the United States.

The following is a summary of the significant accounting policies of the Corporation and the LLC (collectively, the “Company”):

Principles of Combination and Presentation

EDC Holding Company, LLC owns 100% of the Corporation and 22.77% of the LLC. The Corporation owns the remaining 77.23% of the LLC. The combined financial statements are prepared due to common ownership and are prepared as a single entity.

The combined financial statements include the following companies:

• EFMARK Deployment I, Inc. d/b/a EDC
• EDC ATM Subsidiary, LLC

All intercompany accounts and transactions have been eliminated. The LLC has a guaranteed payment to the Corporation in the amount of 7.28% of the average Unreturned Capital. The allocation of profit/losses and distributions are done in accordance with provisions of the amended and restated Operating Agreement.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. These events and transactions either provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (that is, recognized subsequent events), or provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date (that is, non-recognized subsequent events).

On June 19, 2011, the Company signed a definitive agreement to be acquired by Cardtronics USA, Inc. for approximately $145.0 million in cash. On July 25, 2011, this acquisition was completed.

The Company has evaluated subsequent events through October 3, 2011, which was the date that these financial statements were available for issuance, and determined that there were no significant non-recognized subsequent events through that date.

6

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

June 30, 2011

NOTE 2 – PROPERTY AND EQUIPMENT
A summary of property and equipment at June 30, 2011 follows:
Furniture	$	47,212
ATM equipment		26,570,475
Computer equipment		1,427,887
Subtotal		28,045,575
Less accumulated depreciation and amortization		(19,150,964	)
Net property and equipment	$	8,894,611
NOTE 3 – INTANGIBLE ASSETS
Following is a summary of intangibles other than goodwill as of June 30, 2011:
Customer contracts	$	40,430,806
Deferred financing cost		1,724,996
Less accumulated amortization		(39,811,074	)
Net intangibles	$	2,344,728

Amortization expense for the six month periods ended June 30, 2011 and 2010 was $1,977,549 and $4,552,296, respectively.

NOTE 4 – LONG-TERM DEBT
Long-term debt consists of the following:
Term note to ING Capital LLC, secured by substantially all of the Company's assets, due in quarterly principal payments of $800,000 plus interest at LIBOR with a floor of 2.25% (2.25% at June 30, 2011) plus 4.5%. The note expires on October 3, 2012.	$	4,443,212
Term note to ING Capital LLC, secured by substantially all of the Company's assets, due in quarterly principal payments of $37,500 plus interest at LIBOR with a floor of 2.25% (2.25% at June 30, 2011) plus 5.0%. The note expires on October 3, 2013.		14,437,500

7

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

June 30, 2011

NOTE 4 – LONG-TERM DEBT (continued)
Term note to Crystal Capital, secured by substantially all of the Company's assets. The principal balance of $6,000,000 is due on October 3, 2013 as a balloon payment. Interest at LIBOR with a floor of 3.0% plus 12.15% shall be payable quarterly in arrears. In addition, the Company is required to pay payment in kind (“PIK”) interest at a rate of 4.50%, by capitalizing such interest and adding the same to the then outstanding principal amount of the loan. The amount of PIK interest added to principal for the six months ending June 30, 2011 was $145,747. The PIK interest is due on April 3, 2014.	$	6,556,750
Term note to Crystal Capital, secured by substantially all of the Company's assets. The principal balance of $9,000,000 is due on October 3, 2013 as a balloon payment. Interest at LIBOR with a floor of 3.0% plus 12.15% shall be payable quarterly in arrears. In addition, the Company is required to pay (PIK) interest at a rate of 4.50%, by capitalizing such interest and adding the same to the then outstanding principal amount of the loan. The amount of PIK interest added to principal for the six months ending June 30, 2011 was $219,634. The PIK interest is due on April 3, 2014.		9,836,138
Revolving line of credit with ING Capital LLC in the amount of $5,000,000, secured by substantially all the Company's assets, bearing interest at the LIBOR rate with a floor of 2.25% (2.25% at June 30, 2011) plus 4.5%, interest paid monthly, with principal due October 3, 2012.		2,700,000
Subtotal		37,973,600
Less current maturities		3,350,000
Total long-term debt	$	34,623,600

All debt agreements above contain provisions requiring maintenance of certain financial and nonfinancial covenants. At June 30, 2011, the Company was in compliance with its covenants.

8

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

June 30, 2011

NOTE 5 –EQUITY

Common Stock

The Corporation is authorized to issue up to 90,000 shares of common stock at $.001 par value. There were 90,000 shares issued and outstanding as of June 30, 2011.

Members Units

The LLC has two types of members, Class A and Class B, which are authorized by the amended and restated operating agreement. Allocation of income, losses, and distributions is dependent on member class and is determined based on capital accounts as defined by the operating agreement.

Stock Option Plans

Effective January 1, 2010, the Board of Managers (the “Board”) adopted and approved the EDC Holding Company, LLC 2010 Unit Option Plan (the “2010 Plan”). Under the 2010 Plan, the Company can grant incentive stock options to employees, consultants and nonemployee directors. Each option equates to a single unit. A unit represents an interest in the value of the parent company (i.e. 1 unit out of a total of 100 units represents a 1% ownership interest). The units issued are deemed capital contributions by the parent to the Company. The maximum number of units which may be optioned and sold under the 2010 Plan shall not, at any point in time, exceed 3.5% of the outstanding units of the Company. As of June 30, 2011, there were 3,000,577 units outstanding, equating to approximately 105,000 options available for issuance, of which 100,804 had been issued. The exercise price for each of these options is $6.21. The options vest ratably over four years and expire ten years from the date of grant. The Company recognizes compensation costs for these options on a straight-line basis over the requisite service period.

Information regarding options outstanding as of June 30, 2011 was as follows:

		Options Outstanding				Options Exercisable
	Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Weighted Average Number Exercisable		Weighted Average Exercise Price
$	6.21	100,804	9	$	6.21	25,201	$	6.21

9

Efmark Deployment I, Inc.
d/b/a EDC and EDC ATM Subsidiary, LLC

NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

June 30, 2011

NOTE 5 – EQUITY (continued)

The following tables reflect the activity under the Company’s stock option plans during the six months ended June 30, 2011:

	Common Stock Options		Weighted Average Exercise Price
Balance, December 31, 2010	100,804	$	6.21
Granted	-	$	-
Exercised	-	$	-
Cancelled	-	$	-
Balance, June 30, 2011	100,804	$	6.21

As of June 30, 2011, the Company had issued 309,950 profit interests to one employee. Profit interests act in the same manner as a Unit (described above) in that they provide the holder with an ownership stake in the Company. The profit interests were granted on December 1, 2008. They have no exercise price and vest over a period of four years. The Company recorded no expense for these profit interests prior to 2010 due to a decline in the valuation of the Company from the date of grant through to December 31, 2009. The company recorded $317,787 in compensation expense for the six months ended June 30, 2011 relating to these units.

10

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 21, 2011, Cardtronics, Inc. (the “Company”) announced that it had entered into a Securities Purchase Agreement (the “Agreement”) to acquire all of the outstanding securities of Efmark Deployment I, Inc. (“Efmark”) and EDC ATM Subsidiary, LLC (collectively with Efmark, “EDC”) from EDC Holding Company, LLC. The significant terms of the Agreement were previously reported by the Company on June 21, 2011 in the Current Report on Form 8-K filed on that date.

On July 25, 2011, the Company completed the transaction in accordance with the terms and conditions of the Agreement. The cash purchase price of $145.0 million was funded through borrowings under the Company’s amended credit facility, and has been preliminarily allocated as disclosed below in Note 1, Preliminary Purchase Price Allocation. A portion of the purchase price was used to repay all outstanding indebtedness of EDC at closing. The purchase price may be adjusted in the future for working capital adjustments and as the Company completes its valuation analysis with respect to the assets acquired and liabilities assumed.

The unaudited pro forma condensed consolidated financial statements presented gives effect to the acquisition of EDC as if it had occurred on June 30, 2011 for the presentation of the unaudited pro forma condensed consolidated balance sheet as of June 30, 2011, and on January 1, 2010 for the presentation of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 and for the six months ended June 30, 2011. The pro forma condensed consolidated financial statements were based on the historical financial statements of the Company and EDC. Certain amounts from EDC’s historical combined financial statements have been reclassified to conform to the Company’s presentation.

The unaudited pro forma condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The unaudited pro forma condensed consolidated financial statements should be read along with the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2011, which includes a summary of the Company's significant accounting policies and other disclosures.

The pro forma adjustments presented are based on certain estimates and assumptions in accordance with the Company’s accounting policies. The Company’s management believes that its assumptions provide a reasonable basis for presenting all of the significant effects of the transactions contemplated and that the pro forma adjustments give appropriate effect to these assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements.  The unaudited pro forma condensed consolidated financial statements do not reflect the impacts of any potential operating efficiencies, savings from expected synergies, or costs to integrate the operations. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of the financial position or the results of operations of the combined company had the acquisition been completed as of the indicated dates or of the results that may be achieved in the future

PF-1

 

CARDTRONICS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2011

(In thousands)

	Historical (Unaudited)				Pro Forma			Pro Forma
	Cardtronics, Inc.		EDC		Adjustments		Note 2	Combined
Assets
Current assets:
Cash and cash equivalents	$	3,998	$	4,115	$	(655)	f	$	7,458
Accounts and notes receivable, net		26,787		1,668		(38)	h		28,417
Inventory		1,770		156		(97)	a		1,829
Restricted cash		3,396		—		—			3,396
Current portion of deferred tax asset, net		13,780		—		—			13,780
Prepaid expenses, deferred costs, and other current assets		13,821		3,150		(802)	a		16,169
Total current assets		63,552		9,089		(1,592)			71,049
Property and equipment, net		162,209		8,895		1,066	a, b		172,170
Intangible assets, net		69,596		2,344		44,177	c, f		116,117
Goodwill		164,974		40,199		63,419	l		268,592
Deferred tax asset, net		738		—		—			738
Prepaid expenses, deferred costs, and other assets		20,338		9		—			20,347
Total assets	$	481,407	$	60,536	$	107,070		$	649,013
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt and notes payable		$ 3,326		$ 3,350		$ (3,350)	e		$ 3,326
Current portion of other long-term liabilities		24,755		—		—			24,755
Accounts payable and other accrued and current liabilities		67,592		10,621		(1,137)	h, i, j		77,076
Total current liabilities		95,673		13,971		(4,487)			105,157
Long-term liabilities:
Long-term debt		244,399		34,624		110,376	e		389,399
Deferred tax liability, net		16,276		10,027		(4,272)	a		22,031
Asset retirement obligations		29,052		—		1,902	d		30,954
Other long-term liabilities		32,899		—		4,500	g		37,399
Total liabilities		418,299		58,622		108,019			584,940
Total stockholders' equity		63,108		1,914		(949)	k		64,073
Total liabilities and stockholders' equity	$	481,407	$	60,536	$	107,070		$	649,013

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PF-2

 

CARDTRONICS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

(In thousands)

	Historical (Unaudited)				Pro Forma			Pro Forma
	Cardtronics, Inc.		EDC		Adjustments		Note 2	Combined
ATM operating revenues	$	274,528	$	30,063	$	(227)	h	$	304,364
ATM product sales and other revenues		10,807		—		—			10,807
Total revenues		285,335		30,063		(227)			315,171
Cost of ATM operating revenues		181,903		21,020		(1,047)	g, h		201,876
Cost of ATM product sales and other revenues (exclusive of depreciation, accretion, and amortization shown separately below)		9,561		—		—			9,561
Total cost of revenues		191,464		21,020		(1,047)			211,437
Gross profit		93,871		9,043		820			103,734
Operating expenses:
Selling, general and administrative expenses		26,272		3,907		(597)	i, j		29,582
Depreciation and accretion expense		22,807		1,599		(755)	b, d		23,651
Amortization expense		7,294		1,812		1,863	c		10,969
Loss on disposal of assets		163		325		—			488
Total operating expenses		56,536		7,643		511			64,690
Income from operations		37,335		1,400		309			39,044
Interest expense, net		9,567		2,319		(519)	e		11,367
Amortization of deferred financing costs and bond discounts		424		166		(116)	f		474
Other (income) expense		(60)		—		—			(60)
Total other expense (income)		9,931		2,485		(635)			11,781
Income (loss) before income taxes		27,404		(1,085)		944			27,263
Income tax provision (benefit)		12,104		286		363	m		12,753
Net income (loss)		15,300		(1,371)		581			14,510
Net income attributable to noncontrolling interests		105		—		—			105
Net income (loss) applicable to controlling interests and available to common stockholders	$	15,195	$	(1,371)	$	581		$	14,405
Basic EPS	$	0.35						$	0.33
Diluted EPS	$	0.35						$	0.33
Weighted average shares outstanding - basic		41,712,659							41,722,659
Weighted average shares outstanding - diluted		42,476,101							42,486,101

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PF-3

 

CARDTRONICS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2010

(In thousands)

	Historical (Audited)				Pro Forma			Pro Forma
	Cardtronics, Inc.		EDC		Adjustments		Note 2	Combined
ATM operating revenues	$	522,900	$	51,668	$	(254)	h	$	574,314
ATM product sales and other revenues		9,178		—		—			9,178
Total revenues		532,078		51,668		(254)			583,492
Cost of ATM operating revenues		351,490		34,861		(1,894)	g, h		384,457
Cost of ATM product sales and other revenues (exclusive of depreciation, accretion, and amortization shown separately below)		8,902		—		—			8,902
Total cost of revenues		360,392		34,861		(1,894)			393,359
Gross profit		171,686		16,807		1,640			190,133
Operating expenses:
Selling, general and administrative expenses		44,581		5,264		(1,053)	i		48,792
Depreciation and accretion expense		42,724		2,703		(1,035)	b, d		44,392
Amortization expense		15,471		7,229		121	c		22,821
Loss on disposal of assets		2,647		841		—			3,488
Total operating expenses		105,423		16,037		(1,967)			119,493
Income from operations		66,263		770		3,607			70,640
Interest expense, net		26,629		4,881		(1,281)	e		30,229
Amortization of deferred financing costs and bond discounts		2,029		331		(241)	f		2,119
Write-off of deferred financing costs and bond discounts		7,296		—		—			7,296
Redemption costs for early extinguishment of debt		7,193		—		—			7,193
Other (income) expense		(878)		—		—			(878)
Total other expense (income)		42,269		5,212		(1,522)			45,959
Income (loss) before income taxes		23,994		(4,442)		5,129			24,681
Income tax provision (benefit)		(17,139)		(5,091)		1,975	m		(20,255)
Net income (loss)		41,133		649		3,154			44,936
Net income attributable to noncontrolling interests		174		—		—			174
Net income (loss) applicable to controlling interests and available to common stockholders	$	40,959	$	649	$	3,154		$	44,762
Basic EPS	$	0.98						$	1.07
Diluted EPS	$	0.96						$	1.05
Weighted average shares outstanding - basic		40,347,194							40,357,194
Weighted average shares outstanding - diluted		41,059,381							41,069,381

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

PF-4

 

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Preliminary Acquisition Accounting

The unaudited pro forma condensed consolidated financial statements reflect a total consideration transferred of $145.0 million, which has been preliminarily allocated as follows as of June 30, 2011:

		(In thousands)
Cash and cash equivalents	$	4,115
Accounts and notes receivable		1,630
Inventory		59
Prepaid expenses, deferred costs, and other current assets		2,348
Property and equipment, net		9,961
Intangible assets		46,000
Goodwill 1		103,618
Other assets		9
Total assets acquired	$	167,740
Accounts payable and other accrued and current liabilities	$	10,583
Asset retirement obligations		1,902
Deferred tax liability, net		5,755
Other noncurrent liabilities		4,500
Total liabilities acquired	$	22,740
Net assets acquired	$	145,000

        ¹ Goodwill represents the excess of the purchase price over the fair value of the net assets acquired.

(2) Pro Forma Adjustments

a.Fair value adjustments

The following adjustments were made to EDC’s historical balance sheet accounts to reflect the fair value of the assets and liabilities acquired as of the acquisition date:

	Historical Amount		Fair Value		Fair Value Adjustment
	(In thousands)
Inventory	$	156	$	59	$	(97)
Prepaid expenses, deferred costs, and other current assets		3,150		2,348		(802)
Property and equipment, net		8,895		9,9612		1,066
Deferred tax liability, net		10,027		5,755		(4,272)

  ² The fair value of property and equipment includes asset retirement obligation assets (see b. below for components of this value).

b.Property and equipment, net

The fair value of property and equipment acquired and the related depreciation are as follows (amounts in thousands):

				Pro Forma Depreciation
	Fair Values		Useful Lives	For the Six Months Ended June 30, 2011		For the Year Ended December 31, 2010
ATM equipment	$	8,532	0 to 8 years	$	607	$	1,213
Other equipment		1,429	2 to 5 years		195		374
Total	$	9,961		$	802	$	1,587
Elimination of historical EDC balance		—			(1,599)		(2,703)
Pro forma adjustment	$	9,961		$	(797)	$	(1,116)

PF-5

 

c.Intangible assets

The historical intangible assets balance of EDC was eliminated and the estimated fair value on newly identified finite lived intangible assets and the related amortization were recorded as follows (amounts in thousands):

				Pro Forma Amortization
	Fair Values		Useful Lives	For the Six Months Ended June 30, 2011		For the Year Ended December 31, 2010
Customer contracts	$	33,700	7 to 9.4 years	$	2,042	$	4,085
Bank branding contracts		11,200	4.1 years		1,358		2,715
Non-compete agreements		1,100	2 years		275		550
Total	$	46,000		$	3,675	$	7,350
Elimination of historical EDC balance		(2,344)			(1,812)		(7,229)
Pro forma adjustment	$	43,656		$	1,863	$	121

d.Asset retirement obligations

The following asset retirement obligations (“AROs”) were recorded for the costs to deinstall its ATMs and costs to restore the ATM sites to their original condition, consistent with the Company’s accounting policy.  The following liabilities were recorded as of the acquisition date (amounts in thousands):

			Pro Forma Accretion
	Fair Values	Accretion Period	For the Six Months Ended June 30, 2011	For the Year Ended December 31, 2010
AROs for acquired ATMs	$ 1,902	0 to 5 years	$ 42	$ 81

Of the total ARO recorded above, $487,000 relates to assets that will be replaced within the next 12 months.

e.Long-term debt

The historical long-term debt balances of EDC were eliminated as of June 30, 2011, as these amounts were paid off on the acquisition date.

To fund the acquisition, the Company borrowed $145.0 million from its revolving credit facility and its swing-line credit facility.  The pro forma adjustments made to long-term debt and interest expense were as follows (amounts in thousands):

					Pro Forma Interest Expense
	Principal Balance			Interest Rate	For the Six Months Ended June 30, 2011			For the Year Ended December 31, 2010
Revolving credit facility	$	142,000		2.44%	$	1,732		$	3,465
Swing-line credit facility		3,000		4.50%		68			135
Total	$	145,000			$	1,800		$	3,600
Elimination of historical EDC balance (long-term portion) 2		(34,624	)			(2,319	)		(4,881	)
Pro forma adjustment	$	110,376			$	(519	)	$	(1,281	)

² The entire current portion of long-term debt in the amount of $3,350,000 was also eliminated at June 30, 2011.

f.Deferred financing costs

The deferred financing costs related to historical EDC debt were eliminated as of June 30, 2011, as the related long-term debt was paid off on the acquisition date.

In connection with the $145.0 million in incremental borrowings described above in e., the Company incurred costs totaling approximately $655,000 to amend its existing credit facility, which are being amortized over the remaining term of the facility of approximately 5 years, and a portion of the previously-deferred financing costs were written off for approximately $134,000. The pro forma adjustment made to deferred financing costs (which are included in the Intangible assets, net line) and amortization of deferred financing costs and bond discounts were as follows (amounts in thousands):

PF-6

 

					Pro Forma Amortization
	Intangible Assets			Amortization Period	For the Six Months Ended June 30, 2011			For the Year Ended December 31, 2010
Deferred financing costs related to the new debt	$	655		5 years	$	66		$	132
Partial write-off of old deferred financing costs		(134	)			(16	)		(42	)
Total	$	521			$	50		$	90
Elimination of historical EDC balance		—				(166	)		(331	)
Pro forma adjustment	$	521			$	(116	)	$	(241	)

g.Unfavorable contract liability

An estimated unfavorable contract liability of $4.5 million was recorded as of the acquisition date, representing the difference between the terms of the assumed vendor contracts relative to market terms.  This liability is amortized between 2.3 and 3.7 years, based on the remaining terms of the related contracts.  The liability is amortized against the various costs of ATM operating revenues, which were estimated to be $820,000 and $1,640,000 for the six months ended June 30, 2011 and for the year ended December 31, 2010, respectively.

h.Allpoint fees and expenses

The Company owns and operates the Allpoint network, which is the largest surcharge-free ATM network within the United States (based on the number of participating ATMs).  Certain of the ATMs owned by EDC carried the Allpoint network logo, therefore providing surcharge-free ATM access to customers of participating financial institutions.  In exchange for allowing these surcharge-free transactions, the Company compensated EDC based on the number of these transactions. These fees were eliminated for the six months ended June 30, 2011 and for the year ended December 31, 2010 in the amounts of $227,000 and $254,000, respectively, in order to present consolidated financial statements after elimination of all intercompany activity.  Additionally, the Company’s accounts payable as of June 30, 2011 and the related receivable of EDC in the amount of $38,000 were eliminated in the unaudited pro forma condensed consolidated balance sheet.

i.Equity compensations

EDC’s liability related to its stock option plan and profit interests were eliminated as of June 30, 2011, as these plans were cancelled on the acquisition date and therefore, the related expenses were eliminated from the unaudited pro forma condensed consolidated statements of operations. 

In connection with the acquisition, the Company granted 10,000 Restricted Stock Awards. The related expenses (which are included in the Selling, general and administrative expenses line) are included as pro forma adjustments to Selling, general and administrative expenses line.

The following are the pro forma adjustments made to Selling, general and administrative expenses (amounts in thousands):

	For the Six Months Ended June 30, 2011			For the Year Ended December 31, 2010
EDC Profit interests	$	—		$	(202	)
EDC Stock option expense		(318	)		(903	)
Total equity compensation liability eliminated at June 30, 2011	$	(318	)	$	(1,105	)
Stock-based compensation related to new Restricted Stock Awards		26			52
Pro forma adjustments to Selling, general and administrative expenses	$	(292	)	$	(1,053	)

j.Transaction costs

No transaction costs were expensed for the year ended December 31, 2010.  For the six months ended June 30, 2011, the Company incurred $305,000 in transaction costs, which has been eliminated from the pro forma condensed consolidated statement of operations.  For the pro forma condensed consolidated balance sheet, a total of $629,000 in transaction costs have been reflected, which is comprised of the $305,000 already expensed and additional estimated transaction costs of $324,000.

PF-7

 

k.Stockholders’ equity

The following pro forma adjustments were made to stockholders’ equity as of June 30, 2011:

		(In thousands)
Elimination of historical EDC equity	$	(1,914	)
Partial write-off of old deferred financing costs (see f. above)		(134	)
Equity compensation liability eliminated (see i. above)		1,423
Additional transaction costs accrued (see j. above)		(324	)
Total adjustment as of June 30, 2011	$	(949	)

l.Goodwill 

The historical goodwill balance of EDC was eliminated as of June 30, 2011 and the goodwill resulting from the transaction, as calculated in Note 1, Preliminary Purchase Price Allocation above, was recorded.

m.Income tax provision

A statutory rate of 38.5% was used to calculate the income tax provision for the effects of pro forma adjustments on the pro forma condensed consolidated statement of operations.

(3) Earnings per Share

The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the statements of operations) when their impact on net income available to common stockholders is anti-dilutive. Potentially dilutive securities for the six months ended June 30, 2011 and for the year ended December 31, 2010 included all outstanding stock options and shares of restricted stock, which were included in the calculation of diluted earnings per share for these periods.

Additionally, the shares of restricted stock issued by the Company have a non-forfeitable right to cash dividends, if and when declared by the Company.  Accordingly, restricted shares are considered to be participating securities and, as such, the Company has allocated the undistributed earnings for the six months ended June 30, 2011 and for the year ended December 31, 2010 among the Company's outstanding shares of common stock and issued but unvested restricted shares, as follows:

Earnings per Share (in thousands, excluding share and per share amounts):

	Six Months Ended June 30, 2011							Year Ended December 31, 2011
				Weighted							Weighted
				Average		Earnings					Average		Earnings
				Shares		Per					Shares		Per
	Income			Outstanding		Share		Income			Outstanding		Share
Basic:
Net income attributable to controlling interests and available to common stockholders	$	14,405						$	44,762
Less: undistributed earnings allocated to unvested restricted shares		(456	)						(1,717	)
Net income available to common stockholders	$	13,949			41,722,659	$	0.33	$	43,045			40,357,194	$	1.07
Diluted:
Effect of dilutive securities:
Add: Undistributed earnings allocated to restricted shares	$	456						$	1,717
Stock options added to the denominator under the treasury stock method					763,442							712,187
Less: Undistributed earnings reallocated to restricted shares		(448	)						(1,689	)
Net income available to common stockholders and assumed conversions	$	13,957			42,486,101	$	0.33	$	43,073			41,069,381	$	1.05

PF-8

The computation of diluted earnings per share excluded potentially dilutive common shares related to Restricted Stock Awards of 526,487 and 476,162 shares for the six months ended June 30, 2011 and for the year ended December 31, 2010, respectively, because the effect of including these shares in the computation would have been anti-dilutive.

PF-9