(16) Supplemental Guarantor Financial Information

Prior to the Redomicile Transaction, 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 of its subsidiaries became 2022 Notes Guarantors pursuant to the 2022 Notes Supplemental Indenture entered into in conjunction with the Redomicile Transaction. As of March 31, 2017, the 2022 Notes were fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Cardtronics plc and these subsidiaries (including the original Cardtronics Delaware subsidiary 2022 Notes Guarantors). Cardtronics Delaware, the subsidiary issuer of the 2022 Notes is 100% owned by Cardtronics plc, the parent 2022 Notes Guarantor. In addition, on April 28, 2017, additional subsidiaries of Cardtronics plc were added as 2022 Notes Guarantors pursuant to the 2022 Notes Second Supplemental Indenture. In addition, on April 28, 2017, additional subsidiaries of Cardtronics plc were added as 2022 Notes Guarantors pursuant to the 2022 Notes Second Supplemental Indenture.

The guarantees of the 2022 Notes by any 2022 Notes 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 2022 Notes Guarantor, (ii) the disposition of sufficient common shares of the 2022 Notes Guarantor so that it no longer qualifies under the 2022 Notes Indenture as a restricted subsidiary of Cardtronics plc, (iii) the designation of the 2022 Notes Guarantor as unrestricted in accordance with the 2022 Notes Indenture, (iv) the legal or covenant defeasance of the 2022 Notes or the satisfaction and discharge of the 2022 Notes Indenture, (v) the liquidation or dissolution of the 2022 Notes Guarantor, or (vi) provided the 2022 Notes Guarantor is not wholly-owned by Cardtronics plc, its ceasing to guarantee other indebtedness the Cardtronics plc, Cardtronics Delaware, or another 2022 Notes Guarantor. A 2022 Notes 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 2022 Notes Guarantor), unless no default under the 2022 Notes Indenture exists and either the successor to the 2022 Notes Guarantor assumes its guarantee of the 2022 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the 2022 Notes 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 2022 Notes Guarantor), unless, among other things, no default under the 2022 Notes 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 2022 Notes Indenture).

The following information reflects the Condensed Consolidated Statements of Comprehensive Income and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 and the Condensed Consolidated Balance Sheets as of March 31, 2017 (i) Cardtronics plc, the parent 2022 Notes Guarantor (“Parent”), as of March 31, 2017, (ii) Cardtronics Delaware (“Issuer”), (iii) the 2022 Notes Guarantors (including those 2022 Notes Guarantors added pursuant to the 2022 Notes Second Supplemental Indenture) (the “Guarantors”), and (iv) the 2022 Notes Non-Guarantors. The statements for the 2016 periods have been revised to present the financial results of these entities in a manner that is consistent with the Company’s organizational structure as of March 31, 2017.

Condensed Consolidated Statements of Comprehensive Income (Loss)


	Three Months Ended March 31, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	207,359	$	152,655	$	(2,442)	$	357,572
Operating expenses		5,899		9,718		192,872		146,386		(1,410)		353,465
(Loss) income from operations		(5,899)		(9,718)		14,487		6,269		(1,032)		4,107
Interest expense (income), net, including amortization of deferred financing costs and note discount		—		6,091		5,952		(2,510)		—		9,533
Equity in earnings of subsidiaries		(4,744)		(7,376)		(44,729)		—		56,849		—
Other expense (income)		64		(56)		7,291		(45,202)		36,323		(1,580)
(Loss) income before income taxes		(1,219)		(8,377)		45,973		53,981		(94,204)		(3,846)
Income tax (benefit) expense		(325)		(6,144)		3,873		(356)		—		(2,952)
Net (loss) income		(894)		(2,233)		42,100		54,337		(94,204)		(894)
Net income attributable to noncontrolling interests		—		—		—		—		7		7
Net (loss) income attributable to controlling interests and available to common shareholders		(894)		(2,233)		42,100		54,337		(94,211)		(901)
Other comprehensive income attributable to controlling interests		8,652		1,443		2,631		4,579		(8,653)		8,652
Comprehensive income (loss) attributable to controlling interests	$	7,758	$	(790)	$	44,731	$	58,916	$	(102,864)	$	7,751


	Three Months Ended March 31, 2016
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	209,167	$	97,268	$	(3,188)	$	303,247
Operating expenses		—		7,502		180,835		88,060		(3,183)		273,214
(Loss) income from operations		—		(7,502)		28,332		9,208		(5)		30,033
Interest expense, net, including amortization of deferred financing costs and note discount		—		6,368		358		548		—		7,274
Equity in earnings of subsidiaries		(15,359)		(24,302)		2,253		—		37,408		—
Other (income) expense		—		(346)		(1,109)		900		—		(555)
Income before income taxes		15,359		10,778		26,830		7,760		(37,413)		23,314
Income tax (benefit) expense		—		(5,275)		11,466		1,764		—		7,955
Net income		15,359		16,053		15,364		5,996		(37,413)		15,359
Net loss attributable to noncontrolling interests		—		—		—		—		(25)		(25)
Net income attributable to controlling interests and available to common shareholders		15,359		16,053		15,364		5,996		(37,388)		15,384
Other comprehensive loss attributable to controlling interests		(16,077)		(1,287)		(8,743)		(5,925)		15,955		(16,077)
Comprehensive (loss) income attributable to controlling interests	$	(718)	$	14,766	$	6,621	$	71	$	(21,433)	$	(693)

Condensed Consolidated Balance Sheets


	As of March 31, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	53	$	(156)	$	1,307	$	39,041	$	—	$	40,245
Accounts and notes receivable, net		—		—		53,216		45,897		—		99,113
Other current assets		1		1,072		60,251		72,340		—		133,664
Total current assets		54		916		114,774		157,278		—		273,022
Property and equipment, net		1		—		267,204		213,754		—		480,959
Intangible assets, net		—		—		81,335		216,591		—		297,926
Goodwill		—		—		449,658		433,563		—		883,221
Investments in and advances to subsidiaries		463,515		(219,929)		831,390		—		(1,074,976)		—
Intercompany receivable		14,176		258,186		249,296		1,396,588		(1,918,246)		—
Deferred tax asset, net		859		—		—		8,057		—		8,916
Prepaid expenses, deferred costs, and other noncurrent assets		—		287		26,952		11,585		—		38,824
Total assets	$	478,605	$	39,460	$	2,020,609	$	2,437,416	$	(2,993,222)	$	1,982,868
Liabilities and Shareholders' Equity
Current portion of other long-term liabilities		—		66		20,928		6,301		(12)		27,283
Accounts payable and accrued liabilities		664		11,583		179,594		137,067		—		328,908
Total current liabilities		664		11,649		200,522		143,368		(12)		356,191
Long-term debt		—		496,172		500,000		—		—		996,172
Intercompany payable		18,673		120,678		708,288		1,070,607		(1,918,246)		—
Asset retirement obligations		—		—		22,697		30,566		—		53,263
Deferred tax liability, net		—		—		23,230		28,870		—		52,100
Other long-term liabilities		—		1,705		11,756		52,413		—		65,874
Total liabilities		19,337		630,204		1,466,493		1,325,824		(1,918,258)		1,523,600
Shareholders' equity		459,268		(590,744)		554,116		1,111,592		(1,074,964)		459,268
Total liabilities and shareholders' equity	$	478,605	$	39,460	$	2,020,609	$	2,437,416	$	(2,993,222)	$	1,982,868


	As of December 31, 2016
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	101	$	7	$	1,823	$	71,603	$	—	$	73,534
Accounts and notes receivable, net		—		—		57,201		26,955		—		84,156
Other current assets		—		1,468		50,438		59,941		—		111,847
Total current assets		101		1,475		109,462		158,499		—		269,537
Property and equipment, net		—		—		257,133		135,602		—		392,735
Intangible assets, net		—		—		88,141		33,089		—		121,230
Goodwill		—		—		449,658		83,417		—		533,075
Investments in and advances to subsidiaries		452,029		1,105,307		921,962		—		(2,479,298)		—
Intercompany receivable		12,965		297,790		207,048		1,660,511		(2,178,314)		—
Deferred tax asset, net		534		—		—		12,470		—		13,004
Prepaid expenses, deferred costs, and other noncurrent assets		—		504		22,098		12,513		—		35,115
Total assets	$	465,629	$	1,405,076	$	2,055,502	$	2,096,101	$	(4,657,612)	$	1,364,696
Liabilities and Shareholders' Equity
Current portion of other long-term liabilities		—		—		22,871		5,366		—		28,237
Accounts payable and accrued liabilities		—		17,152		178,452		89,979		—		285,583
Total current liabilities		—		17,152		201,323		95,345		—		313,820
Long-term debt		—		502,539		—		—		—		502,539
Intercompany payable		8,694		82,660		1,171,795		915,165		(2,178,314)		—
Asset retirement obligations		—		—		21,747		23,339		—		45,086
Deferred tax liability, net		—		—		24,953		2,672		—		27,625
Other long-term liabilities		—		504		14,306		3,881		—		18,691
Total liabilities		8,694		602,855		1,434,124		1,040,402		(2,178,314)		907,761
Shareholders' equity		456,935		802,221		621,378		1,055,699		(2,479,298)		456,935
Total liabilities and shareholders' equity	$	465,629	$	1,405,076	$	2,055,502	$	2,096,101	$	(4,657,612)	$	1,364,696

Condensed Consolidated Statements of Cash Flows


	Three Months Ended March 31, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	7,551	$	9,037	$	12,019	$	(18,158)	$	—	$	10,449
Additions to property and equipment		—		—		(25,458)		(13,103)		—		(38,561)
Acquisitions, net of cash acquired		—		—		(346)		(486,731)		—		(487,077)
Net cash used in investing activities		—		—		(25,804)		(499,834)		—		(525,638)
Proceeds from borrowings under revolving credit facility		—		123,700		500,000		499		—		624,199
Repayments of borrowings under revolving credit facility		—		(132,900)		—		(499)		—		(133,399)
Intercompany financing		—		—		(486,731)		486,731		—		—
Tax payments related to share-based compensation		(7,602)		—		—		—		—		(7,602)
Proceeds from exercises of stock options		3		—		—		—		—		3
Net cash (used by) provided by financing activities		(7,599)		(9,200)		13,269		486,731		—		483,201
Effect of exchange rate changes on cash		—		—		—		(1,301)		—		(1,301)
Net decrease in cash and cash equivalents		(48)		(163)		(516)		(32,562)		—		(33,289)
Cash and cash equivalents as of beginning of period		101		7		1,823		71,603		—		73,534
Cash and cash equivalents as of end of period	$	53	$	(156)	$	1,307	$	39,041	$	—	$	40,245


	Three Months Ended March 31, 2016
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	—	$	15,341	$	14,553	$	14,760	$	—	$	44,654
Additions to property and equipment		—		—		(8,405)		(8,046)		—		(16,451)
Acquisitions, net of cash acquired		—		—		(2,743)		—		—		(2,743)
Proceeds from sale of assets and businesses		—		—		—		7,438		—		7,438
Net cash used in investing activities		—		—		(11,148)		(608)		—		(11,756)
Proceeds from borrowings under revolving credit facility		—		45,500		—		10,994		—		56,494
Repayments of borrowings under revolving credit facility		—		(57,500)		—		(28,918)		—		(86,418)
Proceeds from exercises of stock options		—		133		—		—		—		133
Additional tax benefit related to share-based compensation		—		(400)		—		—		—		(400)
Repurchase of common shares		—		(3,850)		—		—		—		(3,850)
Net cash used in financing activities		—		(16,117)		—		(17,924)		—		(34,041)
Effect of exchange rate changes on cash		—		—		—		(105)		—		(105)
Net (decrease) increase in cash and cash equivalents		—		(776)		3,405		(3,877)		—		(1,248)
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	$	—	$	6	$	9,605	$	15,438	$	—	$	25,049