(18) 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 September 30, 2018, 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.

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 tables reflect the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018 and 2017, the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017, and the Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 for: (i) Cardtronics plc, the parent 2022 Notes Guarantor (“Parent”), (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.

Condensed Consolidated Statements of Comprehensive (Loss) Income



	Three Months Ended September 30, 2018
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	232,239	$	110,961	$	(3,025)	$	340,175
Operating costs and expenses		7,739		7		202,478		104,321		(1,955)		312,590
(Loss) income from operations		(7,739)		(7)		29,761		6,640		(1,070)		27,585
Interest expense (income), net, including amortization of deferred financing costs and note discount		—		6,691		9,900		(4,411)		69		12,249
Equity in (earnings) of subsidiaries		(15,024)		(4,241)		(1,718)		—		20,983		—
Other (income) expense		(29)		(8)		2,886		2,213		(6,359)		(1,297)
Income (loss) before income taxes		7,314		(2,449)		18,693		8,838		(15,763)		16,633
Income tax (benefit) expense		(1,465)		(1,657)		8,385		2,591		—		7,854
Net income (loss)		8,779		(792)		10,308		6,247		(15,763)		8,779
Net loss attributable to noncontrolling interests		—		—		—		—		(2)		(2)
Net income (loss) attributable to controlling interests and available to common stockholders		8,779		(792)		10,308		6,247		(15,761)		8,781
Comprehensive income (loss) attributable to controlling interests	$	12,829	$	(793)	$	19,451	$	1,152	$	(19,807)	$	12,832



	Three Months Ended September 30, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	278,863	$	125,679	$	(2,592)	$	401,950
Operating costs and expenses		8,547		12,844		244,123		112,384		(1,689)		376,209
Goodwill and Intangible Impairment		—		—		194,521		—		—		194,521
(Loss) income from operations		(8,547)		(12,844)		(159,781)		13,295		(903)		(168,780)
Interest expense (income), net, including amortization of deferred financing costs and note discount		—		6,410		10,468		(3,940)		—		12,938
Equity in losses (earnings) of subsidiaries		166,944		(32,956)		(4,094)		—		(129,894)		—
Other expense (income)		95		(236)		5,804		(2,714)		(5,044)		(2,095)
(Loss) income before income taxes		(175,586)		13,938		(171,959)		19,949		134,035		(179,623)
Income tax (benefit) expense		(16)		(7,417)		(873)		4,253		—		(4,053)
Net (loss) income		(175,570)		21,355		(171,086)		15,696		134,035		(175,570)
Net loss attributable to noncontrolling interests		—		—		—		—		(9)		(9)
Net (loss) income attributable to controlling interests and available to common stockholders		(175,570)		21,355		(171,086)		15,696		134,044		(175,561)
Comprehensive (loss) income attributable to controlling interests	$	(152,509)	$	22,599	$	(169,367)	$	37,104	$	109,673	$	(152,500)



	Nine Months Ended September 30, 2018
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	695,990	$	330,240	$	(8,884)	$	1,017,346
Operating costs and expenses		19,649		16		626,284		321,158		(5,857)		961,250
(Loss) income from operations		(19,649)		(16)		69,706		9,082		(3,027)		56,096
Interest expense (income), net, including amortization of deferred financing costs and note discount		—		19,850		30,782		(13,517)		130		37,245
Equity in (earnings) loss of subsidiaries		(25,667)		5,415		31,610		—		(11,358)		—
Other (income) expense		(18)		176		(1,185)		(3,484)		3,187		(1,324)
Income (loss) before income taxes		6,036		(25,457)		8,499		26,083		5,014		20,175
Income tax (benefit) expense		(3,730)		(4,965)		11,636		7,468		—		10,409
Net income (loss)		9,766		(20,492)		(3,137)		18,615		5,014		9,766
Net loss attributable to noncontrolling interests		—		—		—		—		(14)		(14)
Net income (loss) attributable to controlling interests and available to common shareholders		9,766		(20,492)		(3,137)		18,615		5,028		9,780
Comprehensive income (loss) attributable to controlling interests	$	10,025	$	(20,493)	$	26,378	$	(10,642)	$	4,771	$	10,039



	Nine Months Ended September 30, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Revenues	$	—	$	—	$	805,467	$	347,683	$	(8,516)	$	1,144,634
Operating costs and expenses		21,244		25,295		711,231		328,263		(5,625)		1,080,408
Goodwill and Intangible Impairment		—		—		194,521		—		—		194,521
(Loss) income from operations		(21,244)		(25,295)		(100,285)		19,420		(2,891)		(130,295)
Interest expense (income), net, including amortization of deferred financing costs and note discount		—		18,821		29,029		(12,773)		—		35,077
Equity in loss (earnings) of subsidiaries		140,268		(58,284)		(8,774)		—		(73,210)		—
Other (income) expense		(138)		(416)		27,064		(7,805)		(20,435)		(1,730)
(Loss) income before income taxes		(161,374)		14,584		(147,604)		39,998		90,754		(163,642)
Income tax (benefit) expense		(67)		(17,043)		10,207		4,568		—		(2,335)
Net (loss) income		(161,307)		31,627		(157,811)		35,430		90,754		(161,307)
Net loss attributable to noncontrolling interests		—		—		—		—		(3)		(3)
Net (loss) income attributable to controlling interests and available to common shareholders		(161,307)		31,627		(157,811)		35,430		90,757		(161,304)
Comprehensive (loss) income attributable to controlling interests	$	(99,384)	$	34,315	$	(154,547)	$	92,711	$	27,523	$	(99,382)

Condensed Consolidated Balance Sheets


	As of September 30, 2018
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	89	$	6	$	20,598	$	19,735	$	—	$	40,428
Accounts and notes receivable, net		—		—		56,523		30,627		—		87,150
Other current assets		24		5,762		91,515		98,383		—		195,684
Total current assets		113		5,768		168,636		148,745		—		323,262
Property and equipment, net		—		—		299,744		158,011		(405)		457,350
Intangible assets, net		—		—		128,673		36,724		(917)		164,480
Goodwill		—		—		570,421		189,295		(525)		759,191
Investments in and advances to subsidiaries		408,015		754,791		337,630		—		(1,500,436)		—
Intercompany receivable		16,328		170,221		86,571		475,625		(748,745)		—
Deferred tax asset, net		598		—		(1,987)		8,801		—		7,412
Prepaid expenses, deferred costs, and other noncurrent assets		—		22,963		27,601		21,822		—		72,386
Total assets	$	425,054	$	953,743	$	1,617,289	$	1,039,023	$	(2,251,028)	$	1,784,081
Liabilities and Shareholders' Equity
Current portion of other long-term liabilities		—		250		15,307		4,145		(12)		19,690
Accounts payable and accrued liabilities		587		3,084		221,556		127,375		—		352,602
Total current liabilities		587		3,334		236,863		131,520		(12)		372,292
Long-term debt		—		509,624		321,998		4,168		—		835,790
Intercompany payable		12,729		19,449		638,808		81,042		(752,028)		—
Asset retirement obligations		—		—		25,336		30,369		—		55,705
Deferred tax liability, net		—		—		46,284		2,528		—		48,812
Other long-term liabilities		—		267		20,168		39,309		—		59,744
Total liabilities		13,316		532,674		1,289,457		288,936		(752,040)		1,372,343
Shareholders' equity		411,738		421,069		327,832		750,087		(1,498,988)		411,738
Total liabilities and shareholders' equity	$	425,054	$	953,743	$	1,617,289	$	1,039,023	$	(2,251,028)	$	1,784,081


	As of December 31, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Assets
Cash and cash equivalents	$	89	$	7	$	15,807	$	35,467	$	—	$	51,370
Accounts and notes receivable, net		—		—		55,912		49,333		—		105,245
Deferred tax asset, net		—		—		(3,466)		3,466		—		—
Other current assets		400		1,585		73,847		82,885		—		158,717
Total current assets		489		1,592		142,100		171,151		—		315,332
Property and equipment, net		—		—		312,591		185,479		(168)		497,902
Intangible assets, net		—		—		159,248		51,337		(723)		209,862
Goodwill		—		—		572,275		202,664		—		774,939
Investments in and advances to subsidiaries		385,729		465,347		392,327		—		(1,243,403)		—
Intercompany receivable		10,231		211,540		71,477		486,408		(779,656)		—
Deferred tax asset, net		332		—		1,343		5,250		—		6,925
Prepaid expenses, deferred costs, and other noncurrent assets		—		12,172		28,763		16,821		—		57,756
Total assets	$	396,781	$	690,651	$	1,680,124	$	1,119,110	$	(2,023,950)	$	1,862,716
Liabilities and Shareholders' Equity
Current portion of other long-term liabilities		—		4,892		21,746		4,744		(12)		31,370
Accounts payable and accrued liabilities		979		10,070		205,199		134,932		—		351,180
Total current liabilities		979		14,962		226,945		139,676		(12)		382,550
Long-term debt		—		504,912		394,596		18,213		—		917,721
Intercompany payable		5,409		4,272		673,053		100,410		(783,144)		—
Asset retirement obligations		—		—		25,424		34,496		—		59,920
Deferred tax liability, net		—		—		34,926		2,204		—		37,130
Other long-term liabilities		—		3,997		25,402		45,603		—		75,002
Total liabilities		6,388		528,143		1,380,346		340,602		(783,156)		1,472,323
Shareholders' equity		390,393		162,508		299,778		778,508		(1,240,794)		390,393
Total liabilities and shareholders' equity	$	396,781	$	690,651	$	1,680,124	$	1,119,110	$	(2,023,950)	$	1,862,716

Condensed Consolidated Statements of Cash Flows



	Nine Months Ended September 30, 2018
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	5,230	$	4,400	$	142,552	$	32,400	$	—	$	184,582
Additions to property and equipment		—		—		(45,335)		(28,022)		—		(73,357)
Net cash used in investing activities		—		—		(45,335)		(28,022)		—		(73,357)
Proceeds from borrowings under revolving credit facility		—		273,700		37,445		166,878		—		478,023
Repayments of borrowings under revolving credit facility		—		(278,100)		(110,333)		(180,584)		—		(569,017)
Intercompany financing		—		—		(4,241)		4,241		—		—
Tax payments related to share-based compensation		(5,245)		—		—		—		—		(5,245)
Proceeds from exercises of stock options		14		—		—		—		—		14
Net cash used in financing activities		(5,231)		(4,400)		(77,129)		(9,465)		—		(96,225)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—		—		(227)		(177)		—		(404)
Net (decrease) increase in cash, cash equivalents, and restricted cash		(1)		—		19,861		(5,264)		—		14,596
Cash, cash equivalents, and restricted cash as of beginning of period		88		7		50,433		49,289		—		99,817
Cash, cash equivalents, and restricted cash as of end of period	$	87	$	7	$	70,294	$	44,025	$	—	$	114,413



	Nine Months Ended September 30, 2017
	Parent		Issuer		Guarantors		Non-Guarantors		Eliminations		Total
	(In thousands)
Net cash provided by operating activities	$	8,534	$	20,602	$	120,702	$	22,596	$	—	$	172,434
Additions to property and equipment		—		—		(66,200)		(45,224)		—		(111,424)
Acquisitions, net of cash acquired		—		—		(465,123)		(19,479)		—		(484,602)
Net cash used in investing activities		—		—		(531,323)		(64,703)		—		(596,026)
Proceeds from borrowing under revolving credit facility		—		295,400		601,672		71,293		—		968,365
Repayments of borrowings under revolving credit facility		—		(319,200)		(446,533)		(61,618)		—		(827,351)
Proceeds from borrowings of long-term debt		—		—		300,000		—		—		300,000
Debt issuance costs		—		—		(5,476)		—		—		(5,476)
Intercompany financing		—		—		(7,642)		7,642		—		—
Tax payments related to share-based compensation		(8,359)		—		—		—		—		(8,359)
Proceeds from exercise of stock options		105		—		—		—				105
Net cash (used in) provided by financing activities		(8,254)		(23,800)		442,021		17,317		—		427,284
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—		—		(15,974)		11,796		—		(4,178)
Net increase (decrease) in cash, cash equivalents, and restricted cash		280		(3,198)		15,426		(12,994)		—		(486)
Cash, cash equivalents, and restricted cash as of beginning of period		101		3,205		34,722		67,719		—		105,747
Cash, cash equivalents, and restricted cash as of end of period	$	381	$	7	$	50,148	$	54,725	$	—	$	105,261