Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). The guarantees of the 2025 Notes by any Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the Guarantor, (ii) the disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under the Indenture as a restricted subsidiary of the Company, (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the Indenture, (v) the liquidation or dissolution of the Guarantor, or (vi) provided the Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company or another Guarantor. A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company (other than the Company or another Guarantor), unless no default under the Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the Indenture. The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2019 and 2018, the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018, and the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii) Cardtronics Inc. (“Issuer”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025 Notes Non-Guarantors. Condensed Consolidated Statements of Comprehensive Income Three Months Ended June 30, 2019 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 247,328 $ 96,310 $ (2,817 ) $ 340,821 Operating costs and expenses 8,719 27 217,047 92,152 (2,813 ) 315,132 (Loss) income from operations (8,719 ) (27 ) 30,281 4,158 (4 ) 25,689 Interest expense (income), net, including amortization of deferred financing costs and note discount — 3,233 9,848 (2,942 ) 62 10,201 Equity in (earnings) loss of subsidiaries (17,439 ) (16,585 ) (4,826 ) — 38,850 — Other (income) expense (112 ) 299 6,324 (910 ) (4,145 ) 1,456 Income before income taxes 8,832 13,026 18,935 8,010 (34,771 ) 14,032 Income tax (benefit) expense (1,635 ) (828 ) 4,962 1,066 — 3,565 Net income 10,467 13,854 13,973 6,944 (34,771 ) 10,467 Net loss attributable to noncontrolling interests — — — — (4 ) (4 ) Net income attributable to controlling interests and available to common shareholders 10,467 13,854 13,973 6,944 (34,767 ) 10,471 Other comprehensive loss attributable to controlling interest (9,331 ) — (7,430 ) (1,854 ) 9,284 (9,331 ) Comprehensive income attributable to controlling interests $ 1,136 $ 13,854 $ 6,543 $ 5,090 $ (25,483 ) $ 1,140 Three Months Ended June 30, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 242,299 $ 102,032 $ (3,344 ) $ 340,987 Operating costs and expenses 6,374 12 221,384 99,916 (3,384 ) 324,302 (Loss) income from operations (6,374 ) (12 ) 20,915 2,116 40 16,685 Interest expense (income), net, including amortization of deferred financing costs and note discount — 6,619 10,528 (4,693 ) 60 12,514 Equity in earnings of subsidiaries (8,861 ) (13,071 ) (2,577 ) — 24,509 — Other (income) expense (91 ) 51 126 (798 ) (1,475 ) (2,187 ) Income before income taxes 2,578 6,389 12,838 7,607 (23,054 ) 6,358 Income tax (benefit) expense (1,194 ) (1,655 ) 3,627 1,808 — 2,586 Net income 3,772 8,044 9,211 5,799 (23,054 ) 3,772 Net income attributable to noncontrolling interests — — — — 5 5 Net income attributable to controlling interests and available to common stockholders 3,772 8,044 9,211 5,799 (23,059 ) 3,767 Other comprehensive (loss) income attributable to controlling interest (28,779 ) — 13,258 (42,033 ) 28,775 (28,779 ) Comprehensive (loss) income attributable to controlling interests $ (25,007 ) $ 8,044 $ 22,469 $ (36,234 ) $ 5,716 $ (25,012 ) Six Months Ended June 30, 2019 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 483,013 $ 181,741 $ (5,663 ) $ 659,091 Operating costs and expenses 16,567 26 428,324 183,985 (5,674 ) 623,228 (Loss) income from operations (16,567 ) (26 ) 54,689 (2,244 ) 11 35,863 Interest expense (income), net, including amortization of deferred financing costs and note discount — 6,372 19,184 (5,534 ) 114 20,136 Equity in earnings loss of subsidiaries (28,186 ) (24,629 ) (5,342 ) — 58,157 — Other (income) expense (22 ) 270 9,395 (7,977 ) (7,417 ) (5,751 ) Income before income taxes 11,641 17,961 31,452 11,267 (50,843 ) 21,478 Income tax (benefit) expense (3,143 ) (1,544 ) 9,231 2,150 — 6,694 Net income 14,784 19,505 22,221 9,117 (50,843 ) 14,784 Net loss attributable to noncontrolling interests — — — — (6 ) (6 ) Net income attributable to controlling interests and available to common shareholders 14,784 19,505 22,221 9,117 (50,837 ) 14,790 Other comprehensive (loss) income attributable to controlling interest (16,933 ) (3 ) (18,253 ) 1,475 16,780 (16,934 ) Comprehensive (loss) income attributable to controlling interests $ (2,149 ) $ 19,502 $ 3,968 $ 10,592 $ (34,057 ) $ (2,144 ) Six Months Ended June 30, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ — $ 487,182 $ 196,328 $ (6,339 ) $ 677,171 Operating costs and expenses 11,910 9 442,180 200,937 (6,376 ) 648,660 (Loss) income from operations (11,910 ) (9 ) 45,002 (4,609 ) 37 28,511 Interest expense (income), net, including amortization of deferred financing costs and note discount — 13,160 21,169 (9,393 ) 60 24,996 Equity in (earnings) losses of subsidiaries (10,642 ) (4,993 ) 12,083 — 3,552 — Other expense (income) 10 186 (3,656 ) (8,006 ) 11,439 (27 ) (Loss) income before income taxes (1,278 ) (8,362 ) 15,406 12,790 (15,014 ) 3,542 Income tax (benefit) expense (2,265 ) (3,308 ) 4,126 4,002 — 2,555 Net income (loss) 987 (5,054 ) 11,280 8,788 (15,014 ) 987 Net loss attributable to noncontrolling interests — — — — (12 ) (12 ) Net income (loss) attributable to controlling interests and available to common shareholders 987 (5,054 ) 11,280 8,788 (15,002 ) 999 Other comprehensive income (loss) attributable to controlling interest (3,793 ) (1 ) 20,064 (23,852 ) 3,790 (3,792 ) Comprehensive (loss) income attributable to controlling interests $ (2,806 ) $ (5,055 ) $ 31,344 $ (15,064 ) $ (11,212 ) $ (2,793 ) Condensed Consolidated Balance Sheets As of June 30, 2019 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ 89 $ 6 $ 16,413 $ 16,987 $ — $ 33,495 Accounts and notes receivable, net — — 58,646 27,061 — 85,707 Restricted cash — — 68,646 17,785 — 86,431 Other current assets — 1,273 35,874 63,010 (18 ) 100,139 Total current assets 89 1,279 179,579 124,843 (18 ) 305,772 Property and equipment, net — — 331,426 124,331 — 455,757 Intangible assets, net — — 117,699 18,974 — 136,673 Goodwill — — 616,604 137,255 — 753,859 Operating lease assets — — 41,649 39,706 — 81,355 Investments in and advances to subsidiaries 381,001 204,873 171,272 — (757,146 ) — Intercompany receivable 13,640 233,529 216,732 380,658 (844,559 ) — Deferred tax asset, net 754 — (1,831 ) 12,621 — 11,544 Prepaid expenses, deferred costs, and other noncurrent assets — 706 22,429 9,914 — 33,049 Total assets $ 395,484 $ 440,387 $ 1,695,559 $ 848,302 $ (1,601,723 ) $ 1,778,009 Liabilities and Shareholders' Equity Current portion of other long-term liabilities $ — $ 4,029 $ 22,833 $ 25,485 $ — $ 52,347 Accounts payable and accrued liabilities 415 1,677 254,675 109,101 (67 ) 365,801 Total current liabilities 415 5,706 277,508 134,586 (67 ) 418,148 Long-term debt — 269,519 340,123 168,909 — 778,551 Intercompany payable 33,196 69,700 619,001 125,902 (847,799 ) — Asset retirement obligations — — 28,969 25,258 — 54,227 Noncurrent operating lease liabilities — — 46,689 26,557 — 73,246 Deferred tax liability, net — — 37,325 — — 37,325 Other long-term liabilities — 7,779 19,854 27,006 — 54,639 Total liabilities 33,611 352,704 1,369,469 508,218 (847,866 ) 1,416,136 Shareholders' equity 361,873 87,683 326,090 340,084 (753,857 ) 361,873 Total liabilities and shareholders' equity $ 395,484 $ 440,387 $ 1,695,559 $ 848,302 $ (1,601,723 ) $ 1,778,009 As of December 31, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ 89 $ 6 $ 26,124 $ 13,721 $ — $ 39,940 Accounts and notes receivable, net — — 47,209 28,434 — 75,643 Restricted cash — — 140,145 15,325 — 155,470 Other current assets 1 4,374 38,570 52,843 (10 ) 95,778 Total current assets 90 4,380 252,048 110,323 (10 ) 366,831 Property and equipment, net — — 330,743 129,444 — 460,187 Intangible assets, net — — 124,236 26,611 — 150,847 Goodwill — — 611,632 137,512 — 749,144 Investments in and advances to subsidiaries 375,535 410,955 181,116 19,226 (986,832 ) — Intercompany receivable 7,412 211,359 145,103 363,961 (727,835 ) — Deferred tax asset, net 342 — (1,688 ) 10,004 — 8,658 Prepaid expenses, deferred costs, and other noncurrent assets — 10,957 24,742 15,978 — 51,677 Total assets $ 383,379 $ 637,651 $ 1,667,932 $ 813,059 $ (1,714,677 ) $ 1,787,344 Liabilities and Shareholders' Equity Current portion of other long-term liabilities $ — $ — $ 16,654 $ 3,624 $ (12 ) $ 20,266 Accounts payable and accrued liabilities 642 240 316,974 90,681 (67 ) 408,470 Total current liabilities 642 240 333,628 94,305 (79 ) 428,736 Long-term debt — 263,507 351,292 203,686 — 818,485 Intercompany payable 5,964 69,711 562,552 92,851 (731,078 ) — Asset retirement obligations — — 28,355 26,058 — 54,413 Deferred tax liability, net — — 40,873 325 — 41,198 Other long-term liabilities — 2,620 25,998 39,122 — 67,740 Total liabilities 6,606 336,078 1,342,698 456,347 (731,157 ) 1,410,572 Shareholders' equity 376,773 301,573 325,234 356,712 (983,520 ) 376,772 Total liabilities and shareholders' equity $ 383,379 $ 637,651 $ 1,667,932 $ 813,059 $ (1,714,677 ) $ 1,787,344 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2019 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by operating activities $ 21,383 $ 6,265 $ (27,005 ) $ 54,587 $ — $ 55,230 Additions to property and equipment — (43,374 ) (11,679 ) — (55,053 ) Acquisitions, net of cash acquired — — (9,100 ) — — (9,100 ) Net cash used in investing activities — — (52,474 ) (11,679 ) — (64,153 ) Proceeds from borrowings under revolving credit facility — 70,700 130,936 88,874 — 290,510 Repayments of borrowings under revolving credit facility — (70,700 ) (142,306 ) (123,316 ) — (336,322 ) Intercompany financing 737 (6,266 ) 9,878 (4,349 ) — — Tax payments related to share-based compensation (2,022 ) — — — — (2,022 ) Proceeds from exercises of stock options 2 — — — — 2 Repurchase of common shares (20,100 ) — — — — (20,100 ) Net cash used in financing activities (21,383 ) (6,266 ) (1,492 ) (38,791 ) — (67,932 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — 687 684 — 1,371 Net (decrease) increase in cash, cash equivalents, and restricted cash — (1 ) (80,284 ) 4,801 — (75,484 ) Cash, cash equivalents, and restricted cash as of beginning of period 89 7 165,343 29,971 — 195,410 Cash, cash equivalents, and restricted cash as of end of period $ 89 $ 6 $ 85,059 $ 34,772 $ — $ 119,926 Six Months Ended June 30, 2018 Parent Issuer Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by (used in) operating activities $ 2,506 $ (100 ) $ 120,812 $ (13,443 ) $ — $ 109,775 Additions to property and equipment — — (31,246 ) (15,436 ) — (46,682 ) Net cash used in investing activities — — (31,246 ) (15,436 ) — (46,682 ) Proceeds from borrowing under revolving credit facility — 192,000 24,602 128,908 — 345,510 Repayments of borrowings under revolving credit facility — (191,900 ) (81,028 ) (118,062 ) — (390,990 ) Intercompany financing — — (2,106 ) 2,106 — — Tax payments related to share-based compensation (2,506 ) — — — — (2,506 ) Net cash (used in) provided by financing activities (2,506 ) 100 (58,532 ) 12,952 — (47,986 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — (1,624 ) 66 — (1,558 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — — 29,410 (15,861 ) — 13,549 Cash, cash equivalents, and restricted cash as of beginning of period 89 6 51,500 48,222 — 99,817 Cash, cash equivalents, and restricted cash as of end of period $ 89 $ 6 $ 80,910 $ 32,361 $ — $ 113,366 |