(16) Supplemental Guarantor Financial Information

As of June 30, 2016, the 2022 Notes were fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by certain wholly-owned subsidiaries of Cardtronics Delaware. On July 1, 2016, Cardtronics plc and certain other subsidiaries of Cardtronics plc became Guarantors of the 2022 Notes pursuant to the Senior Notes Supplemental Indenture entered into in conjunction with the Redomicile Transaction.

The guarantees of the 2022 Notes by any Guarantor (other than Cardtronics plc) 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 Cardtronics plc, (iii) the designation of the Guarantor as unrestricted 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 Cardtronics plc, its ceasing to guarantee other indebtedness the Cardtronics plc, Cardtronics Delaware, or another Guarantor. A Guarantor (other than Cardtronics plc) 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 Cardtronics plc, Cardtronics Delaware, or another Guarantor), unless no default under the Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2022 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the Indenture. In addition, Cardtronics plc 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 Cardtronics Delaware or another Guarantor), unless, among other things, no default under the Indenture exists, the successor to Cardtronics plc is a domestic entity and assumes Cardtronics plc’s guarantee of the 2022 Notes and transaction (on a pro forma basis) satisfies certain criteria related to the Fixed Charge Coverage Ratio (as defined in the Indenture).

The following information, which does not give effect to the July 1, 2016 Redomicile Transaction, sets forth the Condensed Consolidating Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015, the Condensed Consolidating Balance Sheets as of June 30, 2016 and December 31, 2015, and the Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2016 and 2015 of: (i) Cardtronics Delaware, the parent company as of June 30, 2016 and issuer of the 2022 Notes (“Parent”), (ii) the Guarantors, and (ii) the Non-Guarantors:

Condensed Consolidating Statements of Comprehensive Income


	Three Months Ended June 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	222,898	$	107,368	$	(6,305)	$	323,961
Operating costs and expenses		6,556		194,809		90,535		(6,305)		285,595
(Loss) income from operations		(6,556)		28,089		16,833		—		38,366
Interest expense, net, including amortization of deferred financing costs and note discount		6,480		430		538		—		7,448
Equity in (earnings) losses of subsidiaries		(28,214)		(10,828)		—		39,042		—
Other expense (income)		271		(965)		1,653		(16)		943
Income before income taxes		14,907		39,452		14,642		(39,026)		29,975
Income tax (benefit) expense		(5,189)		12,644		2,406		—		9,861
Net income		20,096		26,808		12,236		(39,026)		20,114
Net loss attributable to noncontrolling interests		—		—		—		(34)		(34)
Net income attributable to controlling interests and available to common stockholders		20,096		26,808		12,236		(38,992)		20,148
Other comprehensive loss attributable to controlling interests		(3,313)		(628)		(19,904)		—		(23,845)
Comprehensive income (loss) attributable to controlling interests	$	16,783	$	26,180	$	(7,668)	$	(38,992)	$	(3,697)


	Three Months Ended June 30, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	198,373	$	107,795	$	(2,422)	$	303,746
Operating costs and expenses		5,010		168,027		101,322		(2,422)		271,937
(Loss) income from operations		(5,010)		30,346		6,473		—		31,809
Interest expense, net, including amortization of deferred financing costs and note discount		5,081		1,578		911		—		7,570
Equity in (earnings) losses of subsidiaries		(21,207)		(4,026)		—		25,233		—
Other expense (income)		4,070		(798)		(2,517)		—		755
Income before income taxes		7,046		33,592		8,079		(25,233)		23,484
Income tax (benefit) expense		(7,695)		12,666		3,773		—		8,744
Net income		14,741		20,926		4,306		(25,233)		14,740
Net loss attributable to noncontrolling interests		—		—		—		(257)		(257)
Net income attributable to controlling interests and available to common stockholders		14,741		20,926		4,306		(24,976)		14,997
Other comprehensive (loss) income attributable to controlling interests		(8,856)		16,388		22,093		—		29,625
Comprehensive income attributable to controlling interests	$	5,885	$	37,314	$	26,399	$	(24,976)	$	44,622


	Six Months Ended June 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	434,873	$	204,636	$	(12,301)	$	627,208
Operating costs and expenses		14,058		378,452		178,600		(12,301)		558,809
(Loss) income from operations		(14,058)		56,421		26,036		—		68,399
Interest expense, net, including amortization of deferred financing costs and note discount		12,848		788		1,086		—		14,722
Equity in (earnings) losses of subsidiaries		(51,823)		(14,654)		—		66,477		—
Other (income) expense		(74)		(2,074)		2,552		(16)		388
Income before income taxes		24,991		72,361		22,398		(66,461)		53,289
Income tax (benefit) expense		(10,464)		24,110		4,170		—		17,816
Net income		35,455		48,251		18,228		(66,461)		35,473
Net loss attributable to noncontrolling interests		—		—		—		(59)		(59)
Net income attributable to controlling interests and available to common stockholders		35,455		48,251		18,228		(66,402)		35,532
Other comprehensive loss attributable to controlling interests		(4,600)		(9,373)		(17,391)		(8,558)		(39,922)
Comprehensive income (loss) attributable to controlling interests	$	30,855	$	38,878	$	837	$	(74,960)	$	(4,390)


	Six Months Ended June 30, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	387,330	$	202,582	$	(4,265)	$	585,647
Operating costs and expenses		9,200		326,627		190,489		(4,265)		522,051
(Loss) income from operations		(9,200)		60,703		12,093		—		63,596
Interest expense, net, including amortization of deferred financing costs and note discount		10,352		3,392		1,315		—		15,059
Equity in (earnings) losses of subsidiaries		(39,777)		(6,858)		—		46,635		—
Other expense (income)		855		(1,631)		2,590		1		1,815
Income before income taxes		19,370		65,800		8,188		(46,636)		46,722
Income tax (benefit) expense		(12,350)		27,815		1,743		—		17,208
Net income		31,720		37,985		6,445		(46,636)		29,514
Net loss attributable to noncontrolling interests		—		—		—		(716)		(716)
Net income attributable to controlling interests and available to common stockholders		31,720		37,985		6,445		(45,920)		30,230
Other comprehensive (loss) income attributable to controlling interests		(7,097)		8,459		11,256		874		13,492
Comprehensive income attributable to controlling interests	$	24,623	$	46,444	$	17,701	$	(45,046)	$	43,722

Condensed Consolidating Balance Sheets


	As of June 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	876	$	1,573	$	17,203	$	—	$	19,652
Accounts and notes receivable, net		—		47,365		24,724		—		72,089
Other current assets		795		38,279		61,612		—		100,686
Total current assets		1,671		87,217		103,539		—		192,427
Property and equipment, net		—		238,106		132,798		—		370,904
Intangible assets, net		1,029		97,262		34,879		—		133,170
Goodwill		—		449,658		90,397		—		540,055
Investments in and advances to subsidiaries		645,108		157,621		—		(802,729)		—
Intercompany receivable		318,139		93,337		11,417		(422,893)		—
Deferred tax asset, net		—		1,795		10,488		—		12,283
Prepaid expenses, deferred costs, and other noncurrent assets		423		15,924		1,725		—		18,072
Total assets	$	966,370	$	1,140,920	$	385,243	$	(1,225,622)	$	1,266,911
Liabilities and Stockholders' Equity
Current portion of other long-term liabilities		—		25,868		4,868		—		30,736
Accounts payable and accrued liabilities		14,550		153,894		91,457		—		259,901
Total current liabilities		14,550		179,762		96,325		—		290,637
Long-term debt		491,282		80,183		(80,183)		—		491,282
Intercompany payable		89,867		169,235		163,791		(422,893)		—
Asset retirement obligations		—		28,241		25,316		—		53,557
Deferred tax liability, net		—		2,464		1,705		—		4,169
Other long-term liabilities		423		45,991		10,604		—		57,018
Total liabilities		596,122		505,876		217,558		(422,893)		896,663
Stockholders' equity		370,248		635,044		167,685		(802,729)		370,248
Total liabilities and stockholders' equity	$	966,370	$	1,140,920	$	385,243	$	(1,225,622)	$	1,266,911


	As of December 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	782	$	6,200	$	19,315	$	—	$	26,297
Accounts and notes receivable, net		—		41,809		30,200		—		72,009
Current portion of deferred tax asset, net		—		16,169		131		—		16,300
Other current assets		1,878		47,398		49,642		—		98,918
Total current assets		2,660		111,576		99,288		—		213,524
Property and equipment, net		—		231,970		143,912		(394)		375,488
Intangible assets, net		1,396		106,863		42,521		—		150,780
Goodwill		—		449,658		99,278		—		548,936
Investments in and advances to subsidiaries		628,651		284,153		—		(912,804)		—
Intercompany receivable		407,697		197,277		6,217		(611,191)		—
Deferred tax asset, net		—		—		11,950		—		11,950
Prepaid expenses, deferred costs, and other noncurrent assets		200		6,863		12,194		—		19,257
Total assets	$	1,040,604	$	1,388,360	$	415,360	$	(1,524,389)	$	1,319,935
Liabilities and Stockholders' Equity
Current portion of other long-term liabilities		—		30,552		2,180		—		32,732
Accounts payable and accrued liabilities		12,109		198,996		33,803		—		244,908
Total current liabilities		12,109		229,548		35,983		—		277,640
Long-term debt		548,496		—		19,835		—		568,331
Intercompany payable		110,006		236,283		264,902		(611,191)		—
Asset retirement obligations		—		25,360		26,325		—		51,685
Deferred tax liability, net		—		19,884		1,945		—		21,829
Other long-term liabilities		200		28,751		1,706		—		30,657
Total liabilities		670,811		539,826		350,696		(611,191)		950,142
Stockholders' equity		369,793		848,534		64,664		(913,198)		369,793
Total liabilities and stockholders' equity	$	1,040,604	$	1,388,360	$	415,360	$	(1,524,389)	$	1,319,935

Condensed Consolidating Statement of Cash Flows


	Six Months Ended June 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	48,940	$	27,437	$	48,210	$	—	$	124,587
Additions to property and equipment		—		(17,520)		(22,051)		—		(39,571)
Acquisitions, net of cash acquired		—		(14,544)		—		—		(14,544)
Proceeds from sale of assets and businesses		—		—		9,348		—		9,348
Net cash used in investing activities		—		(32,064)		(12,703)		—		(44,767)
Proceeds from borrowings under revolving credit facility		120,100		—		14,207		—		134,307
Repayments of borrowings under revolving credit facility		(182,700)		—		(33,300)		—		(216,000)
Proceeds from intercompany notes payable		17,911		—		—		—		17,911
Repayments of intercompany notes payable		—		—		(17,911)		—		(17,911)
Proceeds from exercises of stock options		145		—		—		—		145
Additional tax expense related to stock-based compensation		(343)		—		—		—		(343)
Repurchase of capital stock		(3,959)		—		—		—		(3,959)
Net cash used in financing activities		(48,846)		—		(37,004)		—		(85,850)
Effect of exchange rate changes on cash		—		—		(615)		—		(615)
Net increase (decrease) in cash and cash equivalents		94		(4,627)		(2,112)		—		(6,645)
Cash and cash equivalents as of beginning of period		782		6,200		19,315		—		26,297
Cash and cash equivalents as of end of period	$	876	$	1,573	$	17,203	$	—	$	19,652


	Six Months Ended June 30, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	31,923	$	20,694	$	33,593	$	376	$	86,586
Additions to property and equipment		—		(27,735)		(28,307)		(376)		(56,418)
Investment in subsidiary		(10,317)		(10,317)		—		20,634		—
Acquisitions, net of cash acquired		—		—		(23,956)		—		(23,956)
Proceeds from sale of assets and businesses		—		—		7,610		—		7,610
Net cash used in investing activities		(10,317)		(38,052)		(44,653)		20,258		(72,764)
Proceeds from borrowings under revolving credit facility		180,500		—		—		—		180,500
Repayments of borrowings under revolving credit facility		(199,500)		—		(84)		—		(199,584)
Proceeds from exercises of stock options		581		—		—		—		581
Additional tax benefit related to stock-based compensation		841		—		—		—		841
Repurchase of capital stock		(4,027)		—		—		—		(4,027)
Issuance of capital stock		—		10,317		10,317		(20,634)		—
Net cash (used in) provided by financing activities		(21,605)		10,317		10,233		(20,634)		(21,689)
Effect of exchange rate changes on cash		—		—		781		—		781
Net increase (decrease) in cash and cash equivalents		1		(7,041)		(46)		—		(7,086)
Cash and cash equivalents as of beginning of period		—		9,391		22,484		—		31,875
Cash and cash equivalents as of end of period	$	1	$	2,350	$	22,438	$	—	$	24,789