23436b39599f4f8

Pro Forma Selling, General and Administrative Expenses

For the Six Months Ended June 30, 2013

For the Year Ended December 31, 2012

(In thousands)

Stock-based compensation related to new RSUs

0001277856-13-000032.txt : 20131015 0001277856-13-000032.hdr.sgml : 20131014 20131015161750 ACCESSION NUMBER: 0001277856-13-000032 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130807 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDTRONICS INC CENTRAL INDEX KEY: 0001277856 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760681190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33864 FILM NUMBER: 131152115 BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-308-4000 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 8-K/A 1 catm-20130807x8ka.htm 8-K/A 23436b39599f4f8

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): August 7, 2013

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 August 7, 2013, Cardtronics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that Cardtronics Europe Limited (“Cardtronics Europe”), a newly formed subsidiary of the Company, had completed the acquisition of all of the outstanding shares issued by Cardpoint Limited (“Cardpoint”) from Payzone Ventures Limited. 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 Cardpoint.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(i) Attached hereto as Exhibit 99.1 and incorporated by reference herein are the following audited consolidated financial statements of Cardpoint:

·	Report of Independent Auditors to the Board of Directors of Cardpoint Limited by PricewaterhouseCoopers

·	Consolidated Profit and Loss Account for the year ended September 30, 2012

·	Consolidated Balance Sheet as of September 30, 2012

·	Consolidated Cash Flow Statement for the year ended September 30, 2012

·	Notes to the Consolidated Financial Statements

(ii) Attached hereto as Exhibit 99.2 and incorporated by reference herein are the following unaudited consolidated financial statements of Cardpoint:

·	Unaudited Consolidated Profit and Loss Account for the nine month periods ended June 30, 2013 and 2012

·	Unaudited Consolidated Balance Sheet as of June 30, 2013 and September 30, 2012

·	Unaudited Consolidated Cash Flow Statement for the nine month periods ended June 30, 2013 and 2012

·	Notes to the Unaudited Consolidated Financial Statements

(b) Pro Forma Financial Information.

Attached hereto as Exhibit 99.3 and incorporated by reference herein are the following unaudited pro forma condensed consolidated financial statements of Cardtronics, Inc. and Cardpoint:

·	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2013

·	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2013

·	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012

·	Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(d) Exhibits.


Exhibit No.	Description
23.1	Consent of PricewaterhouseCoopers
99.1	Audited consolidated financial statements of Cardpoint Limited as of and for the year ended September 30, 2012
99.2	Unaudited consolidated financial statements of Cardpoint Limited as of and for the nine months ended June 30, 2013 and 2012
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 15, 2013By: /s/ j. chris brewster

Name: J. Chris Brewster

Title: Chief Financial Officer

EX-23.1 2 catm-20130807ex23176da91.htm EX-23.1 231 - PwC Consent

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-187229) and Forms S-8 (Nos. 333-168804, 333-149245 and 333-149244) of Cardtronics Inc. of our report dated October 15, 2013 relating to the financial statements of Cardpoint Limited, which appears in this Current Report on Form 8-K/A dated October 15, 2013.

/s/ PricewaterhouseCoopers
Dublin, Ireland

15 October 2013

EX-99.1 3 catm-20130807ex991f8a82a.htm EX-99.1 991 - Cardpoint Audited Financial Statements 93012

Exhibit 99.1

Cardpoint Limited

Consolidated Financial Statements

Year Ended 30 September 2012

Cardpoint Limited

Consolidated Financial Statements 2012

CONTENTS

	Page

DIRECTORS AND OTHER INFORMATION	2



INDEPENDENT AUDITORS' REPORT	3



CONSOLIDATED PROFIT AND LOSS ACCOUNT	4



CONSOLIDATED BALANCE SHEET	5



CONSOLIDATED CASH FLOW STATEMENT	6



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	7-17

Cardpoint Limited

DIRECTORS AND OTHER INFORMATION

Board of Directors	Solicitors

Mike Keller	Weightmans LLP
Chris Brewster	100 Old Hall Street
	Liverpool
	L3 9QJ

Secretary and Registered Office

Mike Keller

Davidson House

Gadbrook Park

Northwich

Cheshire

CW9 7TW

Company registration number: 4098226

Auditors

PricewaterhouseCoopers

Chartered Accountants and Statutory Audit Firm

One Spencer Dock

North Wall Quay

Dublin 1

REPORT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS OF CARDPOINT LIMITED

In our opinion, the accompanying consolidated balance sheet and the related consolidated profit and loss accounts and cash flow statement present fairly, in all material respects, the financial position of Cardpoint Limited at 30 September 2012 and the results of its operations and its cash flows for the year ended 30 September 2012 in conformity with accounting principles generally accepted in the United Kingdom. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature of such differences is presented in note 25 to these consolidated financial statements.

PricewaterhouseCoopers

Dublin, Ireland

15 October 2013

Cardpoint Limited

CONSOLIDATED PROFIT AND LOSS ACCOUNT

Year Ended 30 September 2012

	Notes	2012 £’000

Turnover	3	64,697

Cost of sales		(37,748)

Gross profit		26,949

Net operating expenses		(21,872)

Other operating income	5	3,154

Operating profit		8,231

Net interest	7	(2,823)

Profit on ordinary activities before taxation	4	5,408

Tax on profit on ordinary activities	8	(392)

Profit for the financial year		5,016

The results disclosed above relate entirely to continuing operations.

The group has no recognised gains and losses other than those included in the profit and loss account and therefore no separate statement of total recognised gains and losses has been prepared.

There is no material difference between the profit on ordinary activities before taxation and the profit for the period stated above and their historical cost equivalents.

The notes on pages 7 to 17 form part of these consolidated financial statements.

On behalf of the board

Mike Keller

Chris Brewster

Cardpoint Limited

CONSOLIDATED BALANCE SHEET

As at 30 September 2012

	Notes	2012 £’000

Fixed assets
Tangible assets	10	11,118
Intangible assets	11	6,615
		17,733

Current assets
Stock		139
Amounts due from parent group	15	29,137
Other debtors	13	6,654
Restricted cash	23	5,485
Cash at bank and in hand		696
		42,111

Creditors - amounts falling due within one year:
Amounts due to parent group	15	(64,900)
Other creditors	14	(15,042)
		(79,942)

Net current liabilities		(37,831)

Net liabilities		(20,098)

Capital and reserves
Called up share capital	16	5,804
Share premium account	17	97,969
Exchange revaluation reserve	17	91
Profit and loss account	17	(123,962)

Shareholders’ deficit	18	(20,098)

The notes on pages 7 to 17 form part of these consolidated financial statements.

The financial statements on pages 4 to 17 were approved by the board of directors on 15 October 2013 and were signed on its behalf by:

Mike Keller

Chris Brewster

Company Registered No: 4098226

Cardpoint Limited

CONSOLIDATED CASH FLOW STATEMENT

Year Ended 30 September 2012


	Notes	2012 £’000

Net cash inflow from operating activities	19	10,190

Taxation		(720)
Interest received		1
Interest paid		(60)
Inflow from operating activities		9,411

Investing activities
Purchase of tangible fixed assets	10	(5,065)
Proceeds from sale of tangible fixed assets		33
Acquisition at subsidiaries - deferred consideration paid		(1,000)
Acquisition of customer contracts		(3,000)
Net cash outflow from investing activities		(9,032)

Financing activities
Finance lease payments		(339)
Net cash outflow from financing activities		(339)

Net increase in net cash		40
Cash and cash equivalents at beginning of period		656

Net cash at end of year		696

The notes on pages 7 to 17 form part of these consolidated financial statements.

On behalf of the board

Mike Keller

Chris Brewster

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1Accounting policies

Basis of preparation

These consolidated financial statements include the results of the company and its subsidiaries ("the group") for the year to 30 September 2012.

The consolidated financial statements have been prepared under the historical cost convention, on a going concern basis and in accordance with generally accepted accounting principles in the United Kingdom.

The group's accounting policies are set out below.

Basis of consolidation

The consolidated financial statements incorporate the company and all of its subsidiary undertakings. A subsidiary undertaking is consolidated by reference to whether the company controls the management of the affairs of the related entity, unless the subsidiary is held temporarily exclusively with a view to subsequent sale.

The results of all of the group’s undertakings are prepared to the group’s financial year end. The subsidiaries are listed at note 12.

The identifiable assets and liabilities of the acquired entities are included in the consolidated financial statements at their fair value at the date of acquisition. The difference between the fair value and the cost of acquisition is recognised as goodwill or negative goodwill. They are measured at fair values that reflect the conditions at the date of the acquisition. The cost of acquisition is the amount of cash or cash equivalents paid and the fair value of other purchase consideration, including contingent consideration, given by the acquirer, together with the associated transaction expense.

The results of subsidiaries acquired are included in the consolidated profit and loss account from the date of acquisition. The results of the subsidiary undertakings disposed of are included in the consolidated profit and loss account up to the date that control passes.

Inter-company transactions and balances between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the company operates (‘the functional currency’). The consolidated financial statements are presented in British Pounds Sterling ("£"), which is the company’s functional and the group’s presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated profit and loss account.

Foreign exchange gains and losses are presented in the consolidated profit and loss account within ‘Net operating expenses’.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

1Accounting policies - continued

Foreign currency translation – continued

The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·	Assets and liabilities for each consolidated balance sheet presented are translated at the closing rate prevailing at the end of the relevant reporting period.

Income and expenses for each consolidated profit and loss account are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

·	all resulting exchange differences are recognised directly in reserves (“Exchange Revaluation reserve”).

Turnover

Turnover consists of transaction fees and other sundry income receivable from its estate of automated teller machines after eliminating sales within the group. Turnover arising from transaction fees is exempt from value added tax and turnover from sundry income is stated net of value added tax. The group recognises turnover when it can be reliably measured and when it is probable that future economic benefits will flow to the company.

Turnover is recognised in the period earned by rendering of services.

Cost of sales

Cost of sales consists of commissions due to hosts, cash replenishment costs, processing costs, cost of cash, phone costs and alarms and other cost of sales.

Tangible fixed assets and depreciation

Property, plant and equipment are stated at historical cost being, expenditure directly attributable to the acquisition of the asset, less accumulated depreciation.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated profit and loss account during the financial period in which they are incurred.

The charge for depreciation is calculated to write down the cost of property, plant and equipment to their estimated residual values by equal annual installments over their expected useful lives, which are as follows:

ATMs	5 to 7 years
Fixtures, fittings and equipment	rates between 20% and 33.3%
Computer equipment	33.3%
Motor vehicles	33.3%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

The assets’ carrying amount is written down immediately to its recoverable amount if the assets' carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the consolidated profit and loss account.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

1Accounting policies - continued

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill is being amortised over a period of five years, being its estimated useful life.

Impairment assessment of tangible and intangible fixed assets

Tangible and intangible fixed assets held and used by the group are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. If the carrying amount of the asset exceeds the recoverable amount, an impairment loss will be recorded. The amount of the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its recoverable amount and is recorded in the consolidated profit and loss account.

Stocks

Stocks are stated at the lower of cost and net realisable value, after making allowance for obsolete and slow moving items.

Cost is the invoiced price of the stock. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the consolidated profit and loss account and is calculated on the basis of the tax laws enacted or substantively enacted in the countries where group companies operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Contributions to pension schemes

The group operates a defined contribution scheme. The pension costs charged in the consolidated profit and loss account represents the amount of the contributions payable to the schemes in respect of the accounting period.

Leased assets

Assets held under finance leases, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible assets and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the consolidated profit and loss account over the period of the leases to produce a constant rate of charge on the remaining balance of liability.

All other leases are operating leases. Rentals under operating leases are charged on a straight-line basis over the lease term.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

2Going concern

The directors, after making enquiries and taking into account the group’s financial position and finance available from the parent undertaking, have a reasonable expectation that the group has adequate resources to enable it to continue to meet its liabilities as they fall due for the foreseeable future and the going concern basis has been adopted in preparing these accounts.

3Turnover		2012 £’000

The turnover is attributable to the principal activity of the group.

Geographical analysis of turnover:
United Kingdom		56,198
Germany		8,499
		64,697

4Profit on ordinary activities before taxation		2012 £’000

The profit on ordinary activities before taxation is stated after charging:

Deprecation of fixed assets (note 10)		4,883
Amortisation of goodwill (note 11)		3,175
Operating lease rentals:
-land and buildings		336
Impairment of tangible fixed assets (note 10)		506
Loss on disposal of fixed assets		362

5Other operating income

2012

£’000

Reversal of management charge

3,154

During the year there was a credit arising through the reversal of the management charges that were over charged in prior periods.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

6Staff costs and employees information		2012 £’000
Staff costs for the group during the year:

Wages and salaries		6,618
Social security costs		727
Defined contribution pension cost		48
		7,393

		2012 Number

The average number of employees during the year was:

Administration and management		173

7Net interest		2012 £’000

Interest payable on intercompany balances		2,764
Interest payable on finance leases		32
Bank charges		28
Total interest and similar charges payable		2,824

Interest receivable		(1)
Net interest		2,823


8Tax on profit on ordinary activities - analysis at charge in year		2012 £’000

Current tax:
United Kingdom corporation tax at 24%		-

Foreign tax:
Corporation tax		298

Other current tax:
Under provision of corporation tax in prior year		94
		392

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

8Tax on profit on ordinary activities - analysis at charge in year - continued

The tax for the period is lower than the standard effective rate of corporation tax in the UK for the year ended 30 September 2012 of 25%. The differences are explained below:

		2012 £’000

Profit on ordinary activities before taxation		5,408

Profit on ordinary activities before taxation multiplied by standard rate of corporation tax in the UK of 25%		1,352

Effect of:
Expenses not deductible for tax purposes		1,324
Capital allowances less than/(in excess of) depreciation		639
Other short term timing differences		78
Group relief		(510)
Utilisation of tax losses forward		(2,635)
Adjustment in respect of foreign tax rates		50
Current tax charge for the year		298

A number of changes to the UK corporation tax system were introduced, including a change in the UK main corporation tax rate from 26% to 24%, effective from 1 April 2012.

In addition to the changes in rates of corporation tax disclosed above, further changes to the UK corporation tax rates were announced in the 2012 Autumn Statement and the March 2013 Budget. These include further reductions to the main rate to reduce the rate to 21% from 1 April 2014 and to 20% from 1 April 2015. These changes had not been substantively enacted at the balance sheet date and, therefore, are not reflected in these consolidated financial statements.

9Deferred taxation

The group has a potential deferred tax asset, which has not been recognised in the financial statements, as set out below. This asset will be recoverable to the extent that sufficient trading profits arise in the future.

		2012 £’000

Capital allowances – tax effect		10,279
Trading losses – tax effect		10,474
Short term timing differences		168
		20,921

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

10Tangible fixed assets		ATMs and other equipment £'000
Cost
At 1 October 2011		73,344
Additions		5,065
Disposals		(2,093)
Exchange adjustments		(1,513)
At 30 September 2012		74,803

Accumulated depreciation
At 1 October 2011		61,369
Charge for the year (note 4)		4,883
Impairment charge for the year (note 4)		506
Disposals		(1,698)
Exchange adjustments		(1,375)
At 30 September 2012		63,685

Net book amount
At 30 September 2012		11,118
At 1 October 2011		11,975

An impairment charge of £506,000 has been recorded this year against ATM and ATM installation costs incurred on machines that were removed from service during the year.

11Intangible assets		Goodwill 2012 €'000
Cost
At 1 October 2011 and 30 September 2012		171,311

Accumulated amortisation
At 1 October 2011		(161,521)
Charge for year (note 4)		(3,175)
At 30 September 2012		(164,696)

Net book value
At 30 September 2012		6,615
At 1 October 2011		9,790

The goodwill at 30 September 2012 arose on the acquisition of Omnicash in April 2011. The goodwill is being amortised over five years.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

12Investments in subsidiary undertakings

Cardpoint Limited had interests in the following subsidiary undertakings as at 30 September 2012:

Name of subsidiary	Country of incorporation	Proportion held	Nature of business

Cardpoint Group Limited	United Kingdom	100%	Intermediate holding company
Cardpoint Remote Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Moneybox Corporation Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Cardpoint Technical Services Limited	United Kingdom	100%	Maintenance and repair of ATMs
Cardpoint Services Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
OmniCash Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Moneybox Holdings Limited	United Kingdom	100%	Intermediate holding company
Moneybox Limited	United Kingdom	100%	Intermediate holding company
Cardpoint GmbH	Germany	100%	Ownership and operation of an independent estate of ATMs
Moneybox Deutschland GmbH	Germany	100%	Ownership and operation of an independent estate of ATMs

13Other debtors		2012 £’000

Trade debtors		81
Prepayments and accrued income		5,891
Other debtors		682
		6,654

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

14Creditors: amounts falling due within one year		2012 £’000

Finance lease liabilities		275
Trade creditors		1,600
Restricted creditors		5,485
Corporation tax		274
Other taxes and social security		383
Accruals and deferred income		7,025
		15,042

15Amounts owed to/from parent group		2012 £’000

Intercompany debtors:
Amounts owed by group undertakings		29,137

Intercompany creditors:
Loan due to group undertakings		60,569
Amounts owed to group undertakings		4,331
		64,900

Amounts owed to and from group undertakings are unsecured, interest free and repayable on demand.

Loans due to group undertakings are unsecured, interest bearing and have no fixed date of repayment.

These are amounts due to/from group undertakings outside the Cardpoint Limited Group.

16Called up share capital		2012 £’000
Authorised
240,000,000 ordinary shares of 5p each		12,000

Allotted, called up and fully paid
116,071,834 ordinary shares of 5p each		5,804

The share capital of the company was pledged as security to the group's banking syndicate led by RBS, in return for the group's banking facilities extended to Prize Holdings 4 S.á.r.l. See note 23.


17Reserves	Share premium account £'000	Exchange revaluation reserve £'000	Profit and loss account £'000

At 1 October 2011	97,969	1,034	(128,978)
Profit for the financial year	-	-	5,016
Currency translation	-	(943)	-
At 30 September 2012	97,969	91	(123,962)

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

18Reconciliation of movements in shareholders' (deficit)		2012 £’000

Profit for the financial year		5,016
Currency translation		(943)
Opening shareholders’ (deficit)		(24,171)
Closing shareholders’ (deficit)		(20,098)

10
19Cash flow from operating activities		2012 £’000

Operating profit		8,231
Adjustments for:
Deprecation of tangible fixed assets (note 10)		4,883
Goodwill amortisation (note 11)		3,175
Impairment of tangible fixed assets (note 10)		506
Loss on disposal of tangible fixed assets (note 4)		362
Other non-cash changes - foreign exchange gains on operating activities		(806)
Decrease in stock		52
Increase in debtors		(640)
Increase in creditors		1,602
Decrease in intercompany balances		(7,175)
Net cash inflow from continuing operations		10,190


20Leasing commitments		2012 Land and buildings £'000

The annual commitment under non-cancellable operating leases is as follows:

Less than one year		-
Within two to five years		141

21Related party transactions		2012 €’000
The following transactions were carried out with related parties, being members of the Prize Holdings 1 S.á.r.l. group:

(a) Purchases of services

Group company (management services)		753
Group company (reversal of prior years’ management services)		(3,154)
		(2,401)
(b) Interest payable

Group company		2,764

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

22Ultimate parent undertaking

At 30 September 2012, the group’s immediate parent undertaking was Payzone Ventures Limited, a company incorporated in the United Kingdom.

The group’s ultimate parent undertaking and controlling party was Prize Holdings 1 S.á.r.l, a company incorporated in Luxembourg, which is the parent undertaking of the largest and smallest group to consolidate these financial statements. Copies of Prize Holdings 1 S.á.r.l consolidated financial statements may be obtained from 2, Rue des Dahlias, L-1411 Luxembourg, Grand-Duchy of Luxembourg.

23Restricted cash

At 30 September 2012, restricted cash of £5,485,000 relates to balances held on behalf of certain creditors.

24Subsequent events

On 7 August 2013, Cardtronics, a global ATM provider, acquired Cardpoint Limited. As a result Cardtronics Inc., a company incorporated in the United States, became the group's ultimate parent undertaking and controlling party.

25Summary of Significant Differences Between Accounting Principles Generally Accepted in the United Kingdom and Accounting Principles Generally Accepted in the United States

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP). Such principles differ in certain respects from generally accepted accounting principles in the United States (US GAAP). A summary of principal differences applicable to the group is set out below:

Identifiable Intangible Assets

Under UK GAAP, identifiable intangible assets are not required to be separately identified and recorded on a Company’s balance sheet in connection with a business combination. Additionally under UK GAAP, goodwill is amortized over an estimated period of a time on a straight line basis. Under US GAAP, identifiable intangible assets are required to be separately identified and determined to be indefinite-lived or definite-lived subject to amortization over an estimated useful life using a systematic and rational method to match the pattern of use of the asset. Under US GAAP, goodwill is not amortized, but instead is tested at least annually for impairment or more frequently as events may trigger a need for an impairment analysis. Identifiable infinite-lived intangible assets are also required to be tested for impairment under US GAAP at least annually or more frequently as events may trigger a need for an impairment analysis.

26Approval of financial statements

The directors approved the financial statements on 15 October 2013.

EX-99.2 4 catm-20130807ex992ca8c8f.htm EX-99.2 992 - Cardpoint Unaudited Financial Statements 63013

Exhibit 99.2

Cardpoint Limited

Unaudited Consolidated Financial Statements

9 Month Periods Ended 30 June 2013 and 2012

Cardpoint Limited

Consolidated Financial Statements

9 Month Periods Ended 30 June 2013 and 2012

CONTENTS


	Page

DIRECTORS AND OTHER INFORMATION	2



CONSOLIDATED PROFIT AND LOSS ACCOUNT (UNAUDITED)	3



CONSOLIDATED BALANCE SHEET (UNAUDITED)	4



CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)	5



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	6-17

Cardpoint Limited

DIRECTORS AND OTHER INFORMATION


Board of Directors	Solicitors

Mike Keller	Weightmans LLP
Chris Brewster	100 Old Hall Street
	Liverpool
	L3 9QJ

Secretary and Registered Office

Mike Keller

Davidson House

Gadbrook Park

Northwich

Cheshire

CW9 7TW

Company registration number: 4098226

Auditors

PricewaterhouseCoopers

Chartered Accountants and Statutory Audit Firm

One Spencer Dock

North Wall Quay

Dublin 1

Cardpoint Limited

CONSOLIDATED PROFIT AND LOSS ACCOUNT

9 Month Periods Ended 30 June 2013 and 2012

(Unaudited)


	Notes	2013 £’000	2012 £’000

Turnover	3	50,028	47,905

Cost of sales		(30,368)	(28,434)

Gross profit		19,660	19,471

Net operating expenses	4	(13,059)	(16,594)

Other operating income	5	-	3,154

Operating profit		6,601	6,031

Net interest	7	(1,842)	(2,210)

Profit on ordinary activities before taxation	4	4,759	3,821

Tax on profit on ordinary activities	8	(187)	(106)

Profit for the period		4,572	3,715

The results disclosed above relate entirely to continuing operations.

The group has no recognised gains and losses other than those included in the profit and loss account and therefore no separate statement of total recognised gains and losses has been prepared.

There is no material difference between the profit on ordinary activities before taxation and the profit for the period stated above and their historical cost equivalents.

The notes on pages 6 to 17 form part of these consolidated financial statements.

Cardpoint Limited

CONSOLIDATED BALANCE SHEET

As at 30 June 2013 and 30 September 2012

(Unaudited)


	Notes	30 Jun 2013 £’000	30 Sep 2012 £’000

Fixed assets
Tangible assets	10	12,783	11,118
Intangible assets	11	5,197	6,615
		17,980	17,733

Current assets
Stock		475	139
Amounts due from parent group	15	33,054	29,137
Other debtors	13	7,993	6,654
Restricted cash	23	4,641	5,485
Cash at bank and in hand		2,151	696
		48,314	42,111

Creditors - amounts falling due within one year:
Amounts due to parent group	15	(66,703)	(64,900)
Other creditors	14	(14,391)	(15,042)
		(81,094)	(79,942)

Net current liabilities		(32,780)	(37,831)

Net liabilities		(14,800)	(20,098)

Capital and reserves
Called up share capital	16	5,804	5,804
Share premium account	17	97,969	97,969
Exchange revaluation reserve	17	817	91
Profit and loss account	17	(119,390)	(123,962)

Shareholders’ deficit	18	(14,800)	(20,098)

The notes on pages 6 to 17 form part of these consolidated financial statements.

Company Registered No: 4098226

Cardpoint Limited

CONSOLIDATED CASH FLOW STATEMENT

9 Month Periods Ended 30 June 2013 and 2012

(Unaudited)


	Notes	2013 £’000	2012 £’000

Net cash inflow from operating activities	19	7,274	5,004

Taxation		(207)	(744)
Interest paid		(28)	(51)
Inflow from operating activities		7,039	4,209

Investing activities
Purchase of tangible fixed assets	10	(5,356)	(2,520)
Proceeds from sale of tangible fixed assets		14	-
Acquisition at subsidiaries - deferred consideration paid		-	(1,000)
Net cash outflow from investing activities		(5,342)	(3,520)

Financing activities
Finance lease payments		(242)	(259)
Net cash outflow from financing activities		(242)	(259)

Net increase in net cash		1,455	430
Cash and cash equivalents at beginning of period		696	656

Net cash at end of period		2,151	1,086

The notes on pages 6 to 17 form part of these consolidated financial statements.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1Accounting policies

Basis of preparation

These consolidated financial statements include the results of the company and its subsidiaries ("the group") for the nine month periods ended 30 June 2013 and 2012.

The group's accounting policies have remained unchanged from the previous period and are set out below.

Basis of consolidation

The results of all of the group’s undertakings are prepared to the group’s financial year end. The subsidiaries are listed at note 12.

Foreign currency translation

(a) Functional and presentation currency

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated profit and loss account.

Foreign exchange gains and losses are presented in the consolidated profit and loss account within ‘Net operating expenses’.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

1Accounting policies - continued

Foreign currency translation – continued

The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·	Assets and liabilities for each consolidated balance sheet presented are translated at the closing rate prevailing at the end of the relevant reporting period.

·	all resulting exchange differences are recognised directly in reserves (“Exchange Revaluation reserve”).

Turnover

Turnover is recognised in the period earned by rendering of services.

Cost of sales

Cost of sales consists of commissions due to hosts, cash replenishment costs, processing costs, cost of cash, phone costs and alarms and other cost of sales.

Tangible fixed assets and depreciation

Property, plant and equipment are stated at historical cost being, expenditure directly attributable to the acquisition of the asset, less accumulated depreciation.


ATMs	5 to 7 years
Fixtures, fittings and equipment	rates between 20% and 33.3%
Computer equipment	33.3%
Motor vehicles	33.3%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

The assets’ carrying amount is written down immediately to its recoverable amount if the assets' carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the consolidated profit and loss account.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

1Accounting policies - continued

Goodwill

Impairment assessment of tangible and intangible fixed assets

Stocks

Stocks are stated at the lower of cost and net realisable value, after making allowance for obsolete and slow moving items.

Cost is the invoiced price of the stock. Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.

Taxation

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Contributions to pension schemes

Leased assets

All other leases are operating leases. Rentals under operating leases are charged on a straight-line basis over the lease term.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

2Going concern


3Turnover	2013 £’000	2012 £’000

The turnover is attributable to the principal activity of the group.

Geographical analysis of turnover:
United Kingdom	41,761	41,826
Germany	8,267	6,079
	50,028	47,905


4Profit on ordinary activities before taxation	2013 £’000	2012 £’000

The profit on ordinary activities before taxation is stated after charging:

Deprecation of fixed assets (note 10)	2,976	3,791
Amortisation of goodwill (note 11)	1,418	2,703
Operating lease rentals:
-land and buildings	164	252
Impairment of tangible fixed assets (note 10)	480	422
Loss on disposal of fixed assets	290	304


5Other operating income	2013 £’000	2012 £’000

Reversal of management charge	-	3,154

In 2012, there was a credit arising through the reversal of the management charges that were over charged in prior periods.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)


6Staff costs and employees information	2013 £’000	2012 £’000
Staff costs for the group during the period:

Wages and salaries	4,724	4,966
Social security costs	517	548
Defined contribution pension cost	60	39
	5,301	5,553

	2013 Number	2012 Number

The average number of employees during the period was:

Administration and management	173	201


7Net interest	2013 £’000	2012 £’000

Interest payable on intercompany balances	1,814	2,159
Interest payable on finance leases	7	27
Bank charges	21	24
Total interest and similar charges payable	1,842	2,210


8Tax on profit on ordinary activities - analysis at charge in period	2013 £’000	2012 £’000

Current tax:
United Kingdom corporation tax at 24%	-	-

Foreign tax:
Corporation tax	187	106
	187	106

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

8Tax on profit on ordinary activities - analysis at charge in period - continued

The tax for the period is lower than the standard effective rate of corporation tax in the UK for the year ended 30 September 2012 of 25%. The differences are explained below:


	2013 £’000	2012 £’000

Profit on ordinary activities before taxation	4,759	3,821

Profit on ordinary activities before taxation multiplied by standard rate of corporation tax in the UK of 23.5% (2012: 25%)	1,118	955

Effect of:
Expenses not deductible for tax purposes	351	1,042
Capital allowances less than/(in excess) of depreciation	334	478
Other short term timing differences	73	59
Group relief	(306)	(380)
Utilisation of tax losses forward	(1,424)	(2,143)
Adjustment in respect of foreign tax rates	41	95
Current tax charge for the period	187	106

A number of changes to the UK corporation tax system were introduced, including a change in the UK main corporation tax rate from 26% to 24%, effective from 1 April 2012.

9Deferred taxation


	30 Jun 2013 £'000	30 Sep 2012 £’000

Capital allowances – tax effect	9,267	10,279
Trading losses – tax effect	9,661	10,474
Short term timing differences	155	168
	19,083	20,921

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)


10Tangible fixed assets	ATMs and other equipment
	30 Jun 2013 £'000	30 Sep 2012 £'000
Cost
At beginning of period (1 October 2012 and 2011, respectively)	74,803	73,344
Additions	5,356	5,065
Disposals	(1,222)	(2,093)
Exchange adjustments	1,223	(1,513)
At end of period	80,160	74,803

Accumulated depreciation
At beginning of period	63,685	61,369
Charge for the period (note 4)	2,976	4,883
Impairment charge for the period (note 4)	480	506
Disposals	(918)	(1,698)
Exchange adjustments	1,154	(1,375)
At end of period	67,377	63,685

Net book amount
At end of period	12,783	11,118
At beginning of period	11,118	11,975

An impairment charge of £480,000 (year ended 30 Sep 2012: £506,000) has been recorded this period against ATM and ATM installation costs incurred on machines that were removed from service during the period.

	2013	2012
11Intangible assets	Goodwill 30 Jun 2013 €'000	Goodwill 30 Sep 2012 €'000
Cost
At beginning of period and at end of period	171,311	171,311

Accumulated amortisation
At beginning of period	(164,696)	(161,521)
Charge for the period (note 4)	(1,418)	(3,175)
At end of period	(166,114)	(164,696)

Net book value
At end of period	5,197	6,615
At beginning of period	6,615	9,790

The goodwill arose on the acquisition of Omnicash in April 2011. The goodwill is being amortised over five years.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

12Investments in subsidiary undertakings

Cardpoint Limited had interests in the following subsidiary undertakings as at 30 June 2013:


Name of subsidiary	Country of incorporation	Proportion held	Nature of business

Cardpoint Group Limited	United Kingdom	100%	Intermediate holding company
Cardpoint Remote Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Moneybox Corporation Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Cardpoint Technical Services Limited	United Kingdom	100%	Maintenance and repair of ATMs
Cardpoint Services Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
OmniCash Limited	United Kingdom	100%	Ownership and operation of an independent estate of ATMs
Moneybox Holdings Limited	United Kingdom	100%	Intermediate holding company
Moneybox Limited	United Kingdom	100%	Intermediate holding company
Cardpoint GmbH	Germany	100%	Ownership and operation of an independent estate of ATMs
Moneybox Deutschland GmbH	Germany	100%	Ownership and operation of an independent estate of ATMs


13Other debtors	30 Jun 2013 £'000	30 Sep 2012 £’000

Trade debtors	536	81
Prepayments and accrued income	6,828	5,891
Other debtors	629	682
	7,993	6,654

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)


14Creditors: amounts falling due within one year	30 Jun 2013 £'000	30 Sep 2012 £’000

Finance lease liabilities	33	275
Trade creditors	3,741	1,600
Restricted creditors	4,641	5,485
Corporation tax	253	274
Other taxes and social security	60	383
Accruals and deferred income	5,644	7,025
Other creditors	19	-
	14,391	15,042


15Amounts owed to/from parent group	30 Jun 2013 £'000	30 Sep 2012 £’000

Intercompany debtors:
Amounts owed by group undertakings	33,054	29,137

Intercompany creditors:
Loan due to group undertakings	60,569	60,569
Amounts owed to group undertakings	6,134	4,331
	66,703	64,900

Amounts owed to and from group undertakings are unsecured, interest free and repayable on demand.

Loans due to group undertakings are unsecured, interest bearing and have no fixed date of repayment.

These are amounts due to/from group undertakings outside the Cardpoint Limited Group.


16Called up share capital	30 Jun 2013 £'000	30 Sep 2012 £’000
Authorised
240,000,000 ordinary shares of 5p each	12,000	12,000

Allotted, called up and fully paid
116,071,834 ordinary shares of 5p each	5,804	5,804

The share capital of the company was pledged as security to the group's banking syndicate led by RBS, in return for the group's banking facilities extended to Prize Holdings 4 S.á.r.l.

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)


17Reserves	Share premium account £'000	Exchange revaluation reserve £'000	Profit and loss account £'000

At 1 October 2011	97,969	1,034	(128,978)
Profit for the financial year	-	-	5,016
Currency translation	-	(943)	-
At 30 September 2012	97,969	91	(123,962)

At 1 October 2012	97,969	91	(123,962)
Profit for the period	-	-	4,572
Currency translation	-	726	-
At 30 June 2013	97,969	817	(119,390)


18Reconciliation of movements in shareholders' (deficit)	30 Jun 2013 £'000	30 Sep 2012 £’000

Profit for the period	4,572	5,016
Currency translation	726	(943)
Opening shareholders’ (deficit)	(20,098)	(24,171)
Closing shareholders’ (deficit)	(14,800)	(20,098)


19Cash flow from operating activities	2013 £’000	2012 £’000

Operating profit	6,601	6,031
Adjustments for:
Deprecation of tangible fixed assets (note 10)	2,976	3,791
Goodwill amortisation (note 11)	1,418	2,703
Impairment of tangible fixed assets (note 10)	480	422
Loss on disposal of tangible fixed assets (note 4)	290	304
Other non-cash changes - foreign exchange gains on operating activities	657	(719)
Increase in stock	(336)	(15)
Increase in debtors	(1,340)	(820)
(Decrease)/increase in creditors	456	684
Decrease in intercompany balances	(3,928)	(7,377)
Net cash inflow from continuing operations	7,274	5,004

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)


20Leasing commitments	30 Jun 2013 Land and buildings £'000	30 Sep 2012 Land and buildings £'000

The annual commitment under non-cancellable operating leases is as follows:

Less than one year	-	-
Within two to five years	141	141


21Related party transactions	2013 €’000	2012 €’000
The following transactions were carried out with related parties, being members of the Prize Holdings 1 S.á.r.l. group:

(a) Purchases of services

Group company (management services)	-	402
Group company (reversal of prior years’ management services)	-	(3,154)
	-	(2,752)
(b) Interest payable

	30 Jun 2013 £'000	30 Sep 2012 £’000

Group company	1,814	2,764

22Ultimate parent undertaking

At 30 June 2013 and 30 September 2012, the group’s immediate parent undertaking was Payzone Ventures Limited, a company incorporated in the United Kingdom.

23Restricted cash

At 30 June 2013, restricted cash of £4,641,000 (30 September 2012: £5,485,000) relates to balances held on behalf of certain creditors.

24Subsequent events

Cardpoint Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

(Unaudited)

25Summary of Significant Differences Between Accounting Principles Generally Accepted in the United Kingdom and Accounting Principles Generally Accepted in the United States

Identifiable Intangible Assets

EX-99.3 5 catm-20130807ex99327e5bf.htm EX-99.3 993 - Pro Forma Financial Statements

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 7, 2013, Cardtronics Europe Limited (“Cardtronics Europe”), a newly formed wholly-owned subsidiary of Cardtronics, Inc. (the “Company”), entered into, and consummated the transactions contemplated by, the Share Sale and Purchase Agreement (the “Purchase Agreement”) with Payzone Ventures Limited (the “Seller”) and Jonathan Simpson-Dent, Rikki Dinsmore, Mark Edwards, Andreas Raabe, Alastair Mayne and Tim Halford (collectively, the “Warrantors”) to purchase all of the outstanding shares issued by Cardpoint Limited (“Cardpoint” or “Cashzone,” which is the primary trading name of the business in the U.K.) from the Seller. The significant terms of the Purchase Agreement were previously reported by the Company on August 7, 2013 in the Current Report on Form 8-K filed on that date.

Pursuant to the Purchase Agreement, Cardtronics Europe acquired all of the outstanding shares issued by Cardpoint for purchase consideration of £99,999,999 (the “Purchase Price”) in cash, or approximately U.S. $152 million, which includes the aggregate amount required to be paid (including principal and interest) in order to fully discharge all of Cardpoint’s outstanding indebtedness to the Seller at closing. Additionally, as part of the Purchase Agreement, Cardtronics Europe entered into a locked box agreement, under which additional cash at closing was paid to the Seller in the amount of £5,885,680 or approximately U.S. $9 million as additional consideration for earnings since February 28, 2013. No further working capital adjustments are required under the Purchase Agreement. The Company also paid to certain members of Cardpoint’s management, transaction bonuses on behalf of the Seller in an aggregate amount of £463,729 or approximately U.S. $0.7 million, pursuant to the Purchase Agreement. The total amount paid for the acquisition was £105,421,950 at closing, which was financed through borrowings under the Company’s amended revolving credit facility, and has been preliminarily allocated as disclosed below in Note 1, Preliminary Acquisition Accounting.

The unaudited pro forma condensed consolidated financial statements presented give effect to the acquisition of Cardpoint as if it had occurred on June 30, 2013 for the presentation of the unaudited pro forma condensed consolidated balance sheet as of June 30, 2013, and on January 1, 2012 for the presentation of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and for the six months ended June 30, 2013. The pro forma condensed consolidated balance sheet as of June 30, 2013 was based on the historical unaudited consolidated balance sheets of the Company and Cardpoint as of June 30, 2013. The pro forma condensed consolidated statement of operations for the six months ended June 30, 2013 was based on the historical unaudited consolidated statements of operations of the Company and Cardpoint for the six months ended June 30, 2013. The pro forma condensed consolidated statement of operations for the year ended December 31, 2012 was based on the historical audited statement of operations of the Company for the year ended December 31, 2012 combined with the historical audited statement of operations of Cardpoint for the year ended September 30, 2012. Cardpoint’s revenue and net income for the three months ended December 31, 2012 were $25.4 million and $2.5 million, respectively. Certain amounts from Cardpoint’s historical combined financial statements have been reclassified to conform to the Company’s presentation. Additionally, the unaudited pro forma condensed consolidated financial statements give effect to certain adjustments necessary to conform Cardpoint’s historical combined financial statements that were prepared under U.K. generally accepted accounting principles (“GAAP”) to U.S. GAAP.

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, 2012 and Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2013, which include 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, 2013

(In thousands)

(Unaudited)



	Historical				Pro Forma			Pro Forma
	Cardtronics, Inc.		Cardpoint		Adjustments		Note 2	Consolidated

ASSETS
Current assets:
Cash and cash equivalents	$	22,341	$	3,271	$	—		$	25,612
Accounts and notes receivable, net		50,094		1,690		—			51,784
Inventory		5,435		722		—			6,157
Restricted cash		4,247		7,058		—			11,305
Current portion of deferred tax asset, net		14,133		—		5,194	a		19,327
Prepaid expenses, deferred costs, and other current assets		19,471		10,384		(5,098)	a		24,757
Total current assets		115,721		23,125		96			138,942
Property and equipment, net		222,443		19,440		3,822	b		245,705
Intangible assets, net		105,838		—		73,947	c, f		179,785
Goodwill		301,512		7,904		48,019	c		357,435
Deferred tax asset, net		7,777		—		22,975	a		30,752
Prepaid expenses, deferred costs, and other assets		2,693		—		—			2,693
Total assets	$	755,984	$	50,469	$	148,859		$	955,312

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long—term debt and notes payable	$	1,469	$	51,224	$	(51,224)	e	$	1,469
Current portion of other long—term liabilities		27,544		—		—			27,544
Accounts payable		22,272		12,776		—			35,048
Accrued liabilities		75,862		8,977		4,390	h, f		89,229
Current portion of deferred tax liability, net		1,110		—		—			1,110
Total current liabilities		128,257		72,977		(46,834)			154,400
Long—term liabilities:
Long—term debt		334,124		—		160,326	e		494,450
Asset retirement obligations		39,466		—		16,490	d		55,956
Deferred tax liability, net		172		—		—			172
Other long—term liabilities		49,312		—		—			49,312
Total liabilities		551,331		72,977		129,982			754,290

Total stockholders’ equity (deficit)		204,653		(22,508)		18,877	i		201,022
Total liabilities and stockholders’ equity (deficit)	$	755,984	$	50,469	$	148,859		$	955,312

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, 2013

(In thousands, excluding share and per share amounts)

(Unaudited)



	Historical				Pro Forma			Pro Forma
	Cardtronics, Inc.		Cardpoint¹		Adjustments		Note 2	Consolidated

Revenues:
ATM operating revenues	$	396,959	$	51,183	$	—		$	448,142
ATM product sales and other revenues		8,763		689		—			9,452
Total revenues		405,722		51,872		—			457,594
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization shown separately below)		263,042		35,430		—			298,472
Cost of ATM product sales and other revenues		8,357		—		—			8,357
Total cost of revenues		271,399		35,430		—			306,829
Gross profit		134,323		16,442		—			150,765
Operating expenses:
Selling, general, and administrative expenses		37,921		4,323		247	g		42,491
Acquisition-related expenses		4,006		—		(929)	h		3,077
Depreciation and accretion expense		32,166		3,628		(442)	b, d		35,352
Amortization expense		11,829		1,460		4,267	c		17,556
Loss on disposal of assets		360		303		—			663
Total operating expenses		86,282		9,714		3,143			99,139
Income from operations		48,041		6,728		(3,143)			51,626
Other expense (income):
Interest expense, net		10,125		1,898		(13)	e		12,010
Amortization of deferred financing costs		460		—		129	f		589
Other income		(2,471)		—		—			(2,471)
Total other expense		8,114		1,898		116			10,128
Income before income taxes		39,927		4,830		(3,259)			41,498
Income tax expense		16,014		219		(993)	j		15,240
Net income		23,913		4,611		(2,266)			26,258
Net (loss) attributable to noncontrolling interests		(844)		—		—			(844)
Net income attributable to controlling interests and available to common stockholders	$	24,757	$	4,611	$	(2,266)		$	27,102

Net income per common share – basic	$	0.54						$	0.59
Net income per common share – diluted	$	0.54						$	0.59

Weighted average shares outstanding – basic		44,321,069							44,336,069
Weighted average shares outstanding – diluted		44,547,851							44,562,851

¹Cardpoint's financial statements were derived by adding the nine months ended June 30, 2013 and removing the three months ended December 31, 2012.

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, 2012

(In thousands, excluding share and per share amounts)



	Historical				Pro Forma			Pro Forma
	Cardtronics, Inc.		Cardpoint		Adjustments		Note 2	Consolidated
					(unaudited)			(unaudited)
Revenues:
ATM operating revenues	$	743,662	$	100,773	$	—		$	844,435
ATM product sales and other revenues		36,787		1,228		—			38,015
Total revenues		780,449		102,001		—			882,450
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization shown separately below)		502,682		69,099		—			571,781
Cost of ATM product sales and other revenues		33,405		—		—			33,405
Total cost of revenues		536,087		69,099		—			605,186
Gross profit		244,362		32,902		—			277,264
Operating expenses:
Selling, general, and administrative expenses		65,525		5,854		459	g		71,838
Acquisition-related expenses		3,332		—		—	h		3,332
Depreciation and accretion expense		61,499		8,497		(1,339)	b, d		68,657
Amortization expense		21,712		5,006		6,686	c		33,404
Loss on disposal of assets		1,787		571		—			2,358
Total operating expenses		153,855		19,928		5,806			179,589
Income from operations		90,507		12,974		(5,806)			97,675
Other expense (income):
Interest expense, net		21,161		4,451		(630)	e		24,982
Amortization of deferred financing costs		896		—		258	f		1,154
Other income		(1,821)		—		—			(1,821)
Total other expense		20,236		4,451		(372)			24,315
Income before income taxes		70,271		8,523		(5,434)			73,360
Income tax expense		27,009		618		(2,009)	j		25,618
Net income		43,262		7,905		(3,425)			47,742
Net (loss) attributable to noncontrolling interests		(329)		—		—			(329)
Net income attributable to controlling interests and available to common stockholders	$	43,591	$	7,905	$	(3,425)		$	48,071

Net income per common share – basic	$	0.97						$	1.07
Net income per common share – diluted	$	0.96						$	1.06

Weighted average shares outstanding – basic		43,469,175							43,484,175
Weighted average shares outstanding – diluted		43,875,332							43,890,332

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

PF-4

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Preliminary Acquisition Accounting

The unaudited pro forma condensed consolidated financial statements reflect a total consideration transferred of approximately £105.4 million, or $160.3 million, which has been preliminarily allocated as follows as of June 30, 2013:



		(In thousands)
Cash and cash equivalents	$	3,271
Accounts and notes receivable		1,690
Inventory		722
Restricted cash		7,058
Prepaid expenses, deferred costs, and other current assets		5,286
Property and equipment		23,262
Deferred tax asset		28,169
Intangible assets		73,188
Goodwill		55,923
Total assets acquired	$	198,569

Accounts payable and other accrued and current liabilities		21,753
Asset retirement obligations		16,490
Total liabilities assumed	$	38,243

Net assets acquired	$	160,326

The acquisition of Cardpoint has been accounted for under the purchase method of accounting in which assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill is generated to the extent that the consideration exceeds the fair value of assets acquired. The Company is in the process of determining the purchase price allocation, which will allocate the excess of purchase price over the fair value of the acquired assets to goodwill, and has performed a preliminary allocation of the purchase price. Estimates of useful lives and estimated fair values of tangible and amortizable intangible assets will be finalized after the Company reviews all available data including, but not limited to, appraisals and internal assessments. As a result, the final allocation of the excess purchase price over the fair value of the identifiable assets acquired could differ from what is presented herein.

(2) Pro Forma Adjustments

a.Estimated fair value adjustments

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



	Historical Amount		Estimated Fair Value		Estimated Fair Value Adjustment
	(In thousands)
Prepaid expenses, deferred costs, and other current assets	$	10,384	$	5,286	$	(5,098)
Current portion of deferred tax asset		—		5,194		5,194
Deferred tax asset		—		22,975		22,975

The adjustment for Prepaid expenses, deferred costs, and other current assets above relates primarily to the reduction in upfront merchant payments that has been included in the valuation of certain customer contracts included in Intangible assets (see note c. below).

PF-5

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Various entities in the Cardpoint group have accumulated net operating loss (“NOL”) carryforwards and capital allowances (excess unused depreciation deductions for U.K. tax purposes) that may be used or claimed in the future, and under current U.K. law, may be carried forward indefinitely. The Deferred tax asset adjustment represents the amount of deferred tax assets that has been recorded as of the acquisition date that has been determined to be more likely than not to be realized in the future based on Cardpoint’s recent operating history and expectations for future profitability.

b.Property and equipment, net

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



				Pro Forma Depreciation
	Estimated Fair Value		Estimated Useful Lives	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012

ATM equipment and other equipment	$	23,262	0 to 5 years	$	2,791	$	6,395
Elimination of historical Cardpoint balance		(19,440)			(3,628)		(8,497)
Pro forma adjustment	$	3,822		$	(837)	$	(2,102)

c.Goodwill and Intangible assets, excluding deferred financing costs

The historical goodwill balance of Cardpoint was eliminated as of June 30, 2013 and the goodwill resulting from the transaction, as calculated in Note 1, Preliminary Acquisition Accounting above, was recorded.

The estimated fair value of identified finite-lived intangible assets, excluding deferred financing costs, that were recorded and the related amortization (using the straight-line method) are as follows (amounts in thousands):



				Pro Forma Amortization
	Estimated Fair Value		Estimated Useful Lives	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012

Customer contracts	$	62,240	7 years	$	4,514	$	9,218
Trade name		9,468	5 years		962		1,963
Non-compete agreements		1,480	3 years		251		511
Total	$	73,188		$	5,727	$	11,692

Elimination of historical Cardpoint balance		—			(1,460)		(5,006)
Pro forma adjustment	$	73,188		$	4,267	$	6,686

Under U.K. GAAP, identifiable intangible assets are not required to be separately identified and recorded on the balance sheet in connection with a business combination. Additionally under U.K. GAAP, goodwill is amortized over an estimated period of time on a straight-line basis. Under U.S. GAAP, identifiable intangible assets are required to be separately identified and determined to be indefinite-lived or finite-lived subject to amortization over an estimated useful life using a systematic and rational method to match the pattern of use of the asset. Under U.S. GAAP, goodwill is not amortized, but instead is tested at least annually for impairment or more frequently as events may trigger a need for an impairment analysis. Identifiable indefinite-lived intangible assets are also required to be tested for impairment under U.S. GAAP at least annually or more frequently as events may trigger a need for an impairment analysis. The amount of amortization expense eliminated above related to the historical Cardpoint balance represents the elimination of goodwill amortization that was recorded under U.K. GAAP, and is replaced by the amortization of the estimated fair value of identified intangible assets in connection with the acquisition.

PF-6

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

d.Asset retirement obligations

Historically, Cardpoint did not record a liability for asset retirement obligations (“AROs”) due to its assessment that the probability of incurring costs to restore ATM sites to their original condition was remote. However, the Company believes that these costs are probable based on its experience and expectations in the future; therefore, has recorded the following AROs for the estimated costs to deinstall its ATMs and estimated costs to restore the ATM sites to their original condition, consistent with the Company’s accounting policy. The estimated liabilities recorded as of the acquisition date and the related accretion (using the effective interest method) are as follows (amounts in thousands):



				Pro Forma Accretion
	Estimated Fair Value		Estimated Accretion Period	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012

AROs for acquired ATMs	$	16,490	5 years	$	395	$	763

e.Current and long-term debt

The historical long-term debt balances of Cardpoint, which were all with its previous parent company and were classified as current as they were payable on demand, were eliminated as of June 30, 2013 as these amounts were satisfied on the acquisition date in accordance with the terms of the Purchase Agreement.

To fund the acquisition, the Company borrowed £50.0 million (approximately $76.0 million) in British pounds and approximately $84.3 million in U.S. dollars under its amended revolving credit facility, for a total of approximately $160.3 million, which has a termination date of July 2016. The interest rates below represent the interest rates effective as of the acquisition date and are variable based on a floating interest rate index and a fixed spread. The pro forma adjustments made to current and long-term debt and interest expense are as follows (amounts in thousands):



				Pro Forma Interest Expense
	Principal Balance		Interest Rate	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012

Revolving credit facility - USD denominated	$	84,286	2.19%	$	923	$	1,846
Revolving credit facility - GBP denominated		76,040	2.49%		962		1,975
Total	$	160,326		$	1,885	$	3,821

Elimination of historical Cardpoint balance		(51,224)			(1,898)		(4,451)
Pro forma adjustment	$	109,102		$	(13)	$	(630)

A variance of 1/8 percent variance from the above interest rate would have affected the pro forma interest expense by $0.1 million and $0.2 million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

f.Deferred financing costs

In connection with the $160.3 million in incremental borrowings described in note e. above, the Company incurred costs totaling approximately $759,000 to amend its existing credit facility, which are being amortized over the remaining term of the facility of approximately three years. The pro forma adjustment made to deferred financing costs (which are included in the Intangible assets, net line) and amortization of deferred financing costs (using the straight-line method) are as follows (amounts in thousands):

PF-7

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



				Pro Forma Amortization
	Intangible Assets		Estimated Amortization Period	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012

Deferred financing costs related to the new debt	$	759	3 years	$	129	$	258

g.Equity compensation

In connection with the acquisition, the Company granted 60,000 Restricted Stock Units (“RSUs”) to certain members of Cardpoint’s management. The related expenses, which vest ratably over four years, are included as pro forma adjustments to Selling, general and administrative expenses line.

h.Transaction costs

No transaction costs were expensed for the year ended December 31, 2012 related to the Cardpoint acquisition. For the six months ended June 30, 2013, the Company incurred $929,000 in transaction costs related to the acquisition, which have been eliminated from the pro forma condensed consolidated statement of operations. Included in the pro forma condensed consolidated balance sheet are, approximately $3.6 million in estimated transaction costs.

i. Stockholders’ equity

The following pro forma adjustments were made to stockholders’ equity as of June 30, 2013:



		(In thousands)
Elimination of historical Cardpoint stockholders’ deficit	$	22,508
Additional transaction costs accrued (see note h. above)		(3,631)
Total adjustment to equity as of June 30, 2013	$	18,877

j.Income tax provision

The following estimated statutory rates for each country were used to calculate the income tax provision adjustment for the effects of pro forma adjustments on the pro forma condensed consolidated statement of operations:

PF-8

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Statutory Income Tax Rates
	For the Six Months Ended June 30, 2013		For the Year Ended December 31, 2012
United States		38.5%		38.5%
United Kingdom		23.5%		25.0%
Germany		30.0%		30.0%

(3) Pro forma 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, 2013 and for the year ended December 31, 2012 included all outstanding stock options and shares of restricted stock, which were included in the calculation of pro forma 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 pro forma earnings for the six months ended June 30, 2013 and for the year ended December 31, 2012 among the Company's outstanding shares of common stock and issued but unvested restricted shares, as follows:

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



	Six Months Ended June 30, 2013						Year Ended December 31, 2012
	Pro forma Income		Pro forma Weighted Average Shares Outstanding		Pro forma Earnings Per Share		Pro forma Income		Pro forma Weighted Average Shares Outstanding		Pro forma Earnings Per Share
Basic:
Pro forma net income attributable to controlling interests and available to common stockholders	$	27,102					$	48,071
Less: Pro forma undistributed earnings allocated to unvested restricted shares		(737)						(1,666)
Pro forma net income available to common stockholders	$	26,365		44,336,069	$	0.59	$	46,405		43,484,175	$	1.07

Diluted:
Effect of dilutive securities:
Add: Pro forma undistributed earnings allocated to restricted shares	$	737					$	1,666
Stock options added to the denominator under the treasury stock method				226,782						406,157
Less: Pro forma undistributed earnings reallocated to restricted shares		(671)						(1,498)
Pro forma net income available to common stockholders and assumed conversions	$	26,431		44,562,851	$	0.59	$	46,573		43,890,332	$	1.06

PF-9

CARDTRONICS, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The computation of pro forma diluted earnings per share excluded potentially dilutive common shares related to restricted stock (including both Restricted Stock Awards and RSUs) of 466,152 and 630,537 shares for the six months ended June 30, 2013 and for the year ended December 31, 2013, respectively, because the effect of including these shares in the computation would have been anti-dilutive.

(4) Foreign Currency Exchange

The functional currency of the Company is the U.S. dollars (USD). As such, all amounts in British pounds (GBP) have been translated using the appropriate GBP-USD rates in effect during the reported periods. The following are the exchange rates that were used to prepare these unaudited pro forma condensed consolidated financial statements:



		GBP to USD Exchage Rate
As of June 30, 2013		1.5208
For the six months ended June 30, 2013		1.5445
For the year ended December 31, 2012		1.5848
For the year ended September 30, 2012		1.5766

PF-10