Cardtronics 8-K/A Financial Statements and Exhibits

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.		Cardpoint 1		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
1  Cardpoint'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.

	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	$	247	$	459

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