##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 333-113470
 
 CARDTRONICS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    76-0681190
(I.R.S. Employer Identification No.)3110 Hayes Road, Suite 300
Houston, TX
(Address of principal executive offices)
    
    77082
(Zip Code)
 (281) 596-9988
  þ o
  o o þ
  o þ
 Common Stock, par value: $0.0001 per share.
    
    Shares outstanding on May 15, 2007: 1,764,735.




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##### 



CARDTRONICS, INC.
 TABLE OF CONTENTS
 PAGEPART I. Financial InformationItem 1.
    
    Financial Statements (unaudited)
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    27PART II. Other InformationItem 1.
    
    Legal Proceedings
    
    
    28Item 1A.
    
    Financial Data
    
    
    29Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3.
    
    Defaults Upon Senior Securities
    
    
    29Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    29Item 5.
    
    Other Information
    
    
    29Item 6.
    
    Exhibits
    
    
    29Signatures
    
    
    30Certification of CEO Pursuant to Section 13a-14(a)Certification of CFO Pursuant to Section 13a-14(a)Certification of CEO Pursuant to Section 13a-14(b)Certification of CFO Pursuant to Section 13a-14(b)




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CARDTRONICS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share amounts)
 March 31,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,782
    
    
    $
    2,718Accounts and notes receivable, net of allowance of $452 and $409 as of
March 31, 2007 and December 31, 2006, respectively
    
    
    12,800
    
    
    
    14,891Inventory
    
    
    5,315
    
    
    
    4,444Prepaid expenses, deferred costs, and other current assets
    
    
    10,814
    
    
    
    16,334Total current assets
    
    
    30,711
    
    
    
    38,387Property and equipment, net
    
    
    92,890
    
    
    
    86,668Intangible assets, net
    
    
    64,697
    
    
    
    67,763Goodwill
    
    
    169,477
    
    
    
    169,563Prepaid expenses and other assets
    
    
    5,797
    
    
    
    5,375Total assets
    
    $
    363,572
    
    
    $
    367,756LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt and notes payable
    
    $
    282
    
    
    $
    194Current portion of other long-term liabilities
    
    
    2,365
    
    
    
    2,501Accounts payable and accrued liabilities
    
    
    43,912
    
    
    
    51,256Total current liabilities
    
    
    46,559
    
    
    
    53,951Long-term liabilities:Long-term debt, net of related discount
    
    
    262,769
    
    
    
    252,701Deferred tax liability, net
    
    
    5,904
    
    
    
    7,625Other long-term liabilities and minority interest in subsidiaries
    
    
    13,864
    
    
    
    14,053Total liabilities
    
    
    329,096
    
    
    
    328,330Redeemable preferred stock
    
    
    76,661
    
    
    
    76,594Stockholders deficit:Common stock, $0.0001 par value; 5,000,000 shares authorized;
2,394,509 shares issued at March 31, 2007 and December 31, 2006;
1,764,735 and 1,760,798 outstanding at March 31, 2007 and December
31, 2006, respectively
    
    
    
    
    
    
    Subscriptions receivable (at face value)
    
    
    (324
    )
    
    
    (324
    )Additional paid-in capital
    
    
    3,078
    
    
    
    2,857Accumulated other comprehensive income, net
    
    
    9,828
    
    
    
    11,658Accumulated deficit
    
    
    (6,546
    )
    
    
    (3,092
    )Treasury stock; 629,774 and 633,711 shares at cost at March 31, 2007
and December 31, 2006, respectively
    
    
    (48,221
    )
    
    
    (48,267
    )Total stockholders deficit
    
    
    (42,185
    )
    
    
    (37,168
    )Total liabilities and stockholders deficit
    
    $
    363,572
    
    
    $
    367,756
 See accompanying notes to condensed consolidated financial statements.
 1




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CARDTRONICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Revenues:ATM operating revenues
    
    $
    71,656
    
    
    $
    66,409ATM product sales and other revenues
    
    
    2,862
    
    
    
    2,732Total revenues
    
    
    74,518
    
    
    
    69,141Cost of revenues:Cost of ATM operating revenues (includes stock-based
compensation of $16 and $4 for the three months ended March
31, 2007 and 2006, respectively)
    
    
    54,736
    
    
    
    50,539Cost of ATM product sales and other revenues
    
    
    2,797
    
    
    
    2,559Total cost of revenues
    
    
    57,533
    
    
    
    53,098Gross profit
    
    
    16,985
    
    
    
    16,043Operating expenses:Selling, general and administrative expenses (includes
stock-based compensation of $206 and $122 for the three months
ended March 31, 2007 and 2006, respectively )
    
    
    6,444
    
    
    
    4,838Depreciation and accretion expense
    
    
    6,398
    
    
    
    4,217Amortization expense
    
    
    2,486
    
    
    
    5,016Total operating expenses
    
    
    15,328
    
    
    
    14,071Income from operations
    
    
    1,657
    
    
    
    1,972Other (income) expense:Interest expense, net
    
    
    5,892
    
    
    
    5,665Amortization and write-off of financing costs and bond discount
    
    
    356
    
    
    
    877Minority interest in subsidiary
    
    
    (112
    )
    
    
    (8
    )Other
    
    
    (119
    )
    
    
    197Total other expenses
    
    
    6,017
    
    
    
    6,731Loss before income taxes
    
    
    (4,360
    )
    
    
    (4,759
    )Income tax benefit
    
    
    (973
    )
    
    
    (1,635
    )Net loss
    
    
    (3,387
    )
    
    
    (3,124
    )Preferred stock accretion expense
    
    
    67
    
    
    
    66Net loss available to common stockholders
    
    $
    (3,454
    )
    
    $
    (3,190
    )
 See accompanying notes to condensed consolidated financial statements.
 2




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CARDTRONICS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,387
    )
    
    $
    (3,124
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation, amortization and accretion expense
    
    
    8,884
    
    
    
    9,233Amortization and write-off of financing costs and bond discount
    
    
    356
    
    
    
    877Non-cash compensation expense
    
    
    222
    
    
    
    126Deferred income taxes
    
    
    (1,026
    )
    
    
    (1,635
    )Minority interest
    
    
    (112
    )
    
    
    (8
    )Loss on sale or disposal of assets
    
    
    492
    
    
    
    197Gain on sale of Winn-Dixie equity securities
    
    
    (569
    )
    
    
    Other reserves and non-cash items
    
    
    443
    
    
    
    Changes in assets and liabilities, net of acquisitions:Decrease in accounts and notes receivable, net
    
    
    2,051
    
    
    
    362Increase in prepaid, deferred costs and other current assets
    
    
    (499
    )
    
    
    (1,316
    )Increase in inventory
    
    
    (359
    )
    
    
    (345
    )Increase in other assets
    
    
    (93
    )
    
    
    (346
    )Decrease in accounts payable and accrued liabilities
    
    
    (3,601
    )
    
    
    (3,142
    )Decrease in other liabilities
    
    
    (671
    )
    
    
    (1,696
    )Net cash provided by (used in) operating activities
    
    
    2,131
    
    
    
    (817
    )Cash flows from investing activities:Additions to property and equipment
    
    
    (13,332
    )
    
    
    (2,222
    )Proceeds from disposals of property and equipment
    
    
    3
    
    
    
    8Payments for exclusive license agreements and site acquisition costs
    
    
    (567
    )
    
    
    (1,904
    )Additions to equipment to be leased to customers
    
    
    (203
    )
    
    
    Principal payments received under direct financing leases
    
    
    4
    
    
    
    Proceeds from sale of Winn-Dixie equity securities
    
    
    3,950
    
    
    
    Proceeds received out of escrow related to BASC acquisition
    
    
    876
    
    
    
    Net cash used in investing activities
    
    
    (9,269
    )
    
    
    (4,118
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    22,137
    
    
    
    11,400Repayments of long-term debt
    
    
    (12,017
    )
    
    
    (4,000
    )Repayment of bank overdraft facility, net
    
    
    (3,940
    )
    
    
    Issuance of capital stock
    
    
    46
    
    
    
    Debt issuance and modification costs
    
    
    
    
    
    
    (167
    )Net cash provided by financing activities
    
    
    6,226
    
    
    
    7,233Effect of exchange rate changes on cash
    
    
    (24
    )
    
    
    (26
    )Net increase (decrease) in cash and cash equivalents
    
    
    (936
    )
    
    
    2,272Cash and cash equivalents at beginning of period
    
    
    2,718
    
    
    
    1,699Cash and cash equivalents at end of period
    
    $
    1,782
    
    
    $
    3,971Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    10,646
    
    
    $
    9,944Cash paid for income taxes
    
    $
    27
    
    
    $
    
 See accompanying notes to condensed consolidated financial statements.
 3




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CARDTRONICS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 1. General and Basis of Presentation
 General
  Basis of Presentation
     2. Acquisitions
 Acquisition of CCS Mexico
   4




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3. Stock-based Compensation
 Share-Based Payment
 2007
    
    
    2006(in thousands)Cost of ATM operating revenues
    
    $
    16
    
    
    $
    4Selling, general, and administrative expenses
    
    
    206
    
    
    
    122Total stock-based compensation expense
    
    $
    222
    
    
    $
    126
  WeightedNumber
    
    Averageof Shares
    
    Exercise PriceBalance as of January 1, 2007
    
    
    509,461
    
    
    $
    52.76Granted
    
    
    10,000
    
    
    $
    83.00Exercised
    
    
    (3,937
    )
    
    $
    11.73Forfeited
    
    
    
    
    
    $
    Balance as of March 31, 2007
    
    
    515,524
    
    
    $
    53.66Options vested and exercisable as of March 31, 2007
    
    
    334,274
    
    
    $
    39.42
 4. Comprehensive Income (Loss)
 Reporting Comprehensive Income
  2007
    
    
    2006(in thousands)Net loss
    
    $
    (3,387
    )
    
    $
    (3,124
    )Foreign currency translation adjustments
    
    
    (160
    )
    
    
    119Unrealized (losses) gains on interest rate hedges, net of taxes
    
    
    (1,172
    )
    
    
    2,132Reclassifications of unrealized gains on available-for-sale securities, net of taxes
    
    
    (498
    )
    
    
    Total comprehensive loss
    
    $
    (5,217
    )
    
    $
    (873
    )
 5




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March 31,
    
    
    December 31,2007
    
    
    2006(in thousands)Foreign currency translation adjustments
    
    $
    6,551
    
    
    $
    6,711Unrealized gains on interest rate hedges, net of taxes
    
    
    3,277
    
    
    
    4,449Unrealized gains on available-for-sale securities, net of taxes
    
    
    
    
    
    
    498Total accumulated other comprehensive income
    
    $
    9,828
    
    
    $
    11,658
  5. Intangible Assets
 Intangible Assets with Indefinite Lives
  Goodwill
    
    
    Trade NameU.S.
    
    
    U.K.
    
    
    Mexico
    
    
    U.S.
    
    
    U.K.
    
    
    Total(in thousands)Balance as of December 31, 2006
    
    $
    86,702
    
    
    $
    82,172
    
    
    $
    689
    
    
    $
    200
    
    
    $
    3,923
    
    
    $
    173,686Foreign currency translation adjustments
    
    
    
    
    
    
    (89
    )
    
    
    3
    
    
    
    
    
    
    
    (5
    )
    
    
    (91
    )Balance as of March 31, 2007
    
    $
    86,702
    
    
    $
    82,083
    
    
    $
    692
    
    
    $
    200
    
    
    $
    3,918
    
    
    $
    173,595
 Intangible Assets with Definite Lives
  Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    CarryingAmount
    
    
    Amortization
    
    
    Amount(in thousands)Customer contracts and relationships
    
    $
    83,212
    
    
    $
    (33,684
    )
    
    $
    49,528Deferred financing costs
    
    
    11,001
    
    
    
    (3,245
    )
    
    
    7,756Exclusive license agreements
    
    
    4,461
    
    
    
    (1,235
    )
    
    
    3,226Non-compete agreements
    
    
    99
    
    
    
    (30
    )
    
    
    69Total
    
    $
    98,773
    
    
    $
    (38,194
    )
    
    $
    60,579
   6




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Customer
    
    
    Deferred
    
    
    ExclusiveContracts
    
    
    Financing
    
    
    License
    
    
    Non-competeand Relationships
    
    
    Costs
    
    
    Agreements
    
    
    Agreements
    
    
    Total(in thousands)2007
    
    $
    6,865
    
    
    $
    991
    
    
    $
    507
    
    
    $
    18
    
    
    $
    8,3812008
    
    
    9,166
    
    
    
    1,382
    
    
    
    617
    
    
    
    25
    
    
    
    11,1902009
    
    
    8,852
    
    
    
    1,459
    
    
    
    611
    
    
    
    25
    
    
    
    10,9472010
    
    
    7,399
    
    
    
    1,134
    
    
    
    515
    
    
    
    1
    
    
    
    9,0492011
    
    
    5,579
    
    
    
    977
    
    
    
    401
    
    
    
    
    
    
    
    6,9572012
    
    
    4,532
    
    
    
    1,080
    
    
    
    345
    
    
    
    
    
    
    
    5,957Thereafter
    
    
    7,135
    
    
    
    733
    
    
    
    230
    
    
    
    
    
    
    
    8,098Total
    
    $
    49,528
    
    
    $
    7,756
    
    
    $
    3,226
    
    
    $
    69
    
    
    $
    60,579
 6. Accounts Payable and Accrued Liabilities
  March 31, 2007
    
    
    December 31, 2006(in thousands)Accounts payable
    
    $
    13,987
    
    
    $
    16,915Accrued merchant fees
    
    
    8,100
    
    
    
    7,915Accrued purchases
    
    
    5,872
    
    
    
    4,467Accrued cash management fees
    
    
    3,659
    
    
    
    2,740Accrued armored fees
    
    
    3,456
    
    
    
    3,242Accrued interest
    
    
    3,240
    
    
    
    7,954Accrued compensation
    
    
    1,493
    
    
    
    3,499Accrued maintenance fees
    
    
    1,366
    
    
    
    2,090Other accrued expenses
    
    
    2,739
    
    
    
    2,434Total
    
    $
    43,912
    
    
    $
    51,256
 7. Long-term Debt
  March 31, 2007
    
    
    December 31, 2006(in thousands)Revolving credit facility
    
    $
    61,600
    
    
    $
    53,100Senior subordinated notes due
August 2013 (net of unamortized
discount of $1.2 million as
March 31, 2007 and December 31,
2006)
    
    
    198,816
    
    
    
    198,783Other
    
    
    2,635
    
    
    
    1,012Total
    
    
    263,051
    
    
    
    252,895Less current portion
    
    
    282
    
    
    
    194Total excluding current portion
    
    $
    262,769
    
    
    $
    252,701
 Credit Facility
  7




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Senior Subordinated Notes
  Other Facilities
   8




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##### Table of Contents



8. Other Long-term Liabilities
  March 31, 2007
    
    
    December 31, 2006(in thousands)Asset retirement obligations (see Note 9)
    
    $
    10,678
    
    
    $
    9,989Deferred revenue and other obligations
    
    
    557
    
    
    
    642Minority interest in subsidiary
    
    
    
    
    
    
    111Other long-term liabilities
    
    
    2,629
    
    
    
    3,311Total
    
    $
    13,864
    
    
    $
    14,053
  9. Asset Retirement Obligations
 Asset
Retirement Obligations.
  Asset retirement obligation as of January 1, 2007
    
    $
    9,989Additional obligations
    
    
    646Accretion expense
    
    
    226Payments
    
    
    (180
    )Foreign currency translation adjustments
    
    
    (3
    )Asset retirement obligation as of March 31, 2007
    
    $
    10,678
 10. Preferred Stock
   9




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11. Commitments and Contingencies
 National Federation of the Blind (NFB).
    Other matters.
  10




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12. Derivative Financial Instruments
   Weighted AverageNotional Amount
    
    
    
    Fixed Rate
    
    Period$
    300,000
    
    
    
    
    
    3.88
    %
    
    April 1, 2007  December 31, 2007$
    300,000
    
    
    
    
    
    4.35
    %
    
    January 1, 2008  December 31, 2008$
    200,000
    
    
    
    
    
    4.36
    %
    
    January 1, 2009  December 31, 2009$
    100,000
    
    
    
    
    
    4.34
    %
    
    January 1, 2010  December 31, 2010
  Accounting for Derivative Instruments and Hedging Activities,
  11




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13. Segment Information
  For the Three Months Ended March 31, 2007UnitedUnited States
    
    Kingdom
    
    Mexico
    
    Eliminations
    
    Total(in thousands)Revenue from external customers
    
    $
    60,955
    
    
    $
    12,960
    
    
    $
    603
    
    
    $
    
    
    
    $
    74,518Intersegment revenue
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    (93
    )
    
    
    Depreciation, depletion, and amortization expense
    
    
    7,109
    
    
    
    1,765
    
    
    
    37
    
    
    
    (27
    )
    
    
    8,884Interest income
    
    
    (1,003
    )
    
    
    (17
    )
    
    
    (15
    )
    
    
    987
    
    
    
    (48
    )Interest expense
    
    
    6,236
    
    
    
    1,008
    
    
    
    39
    
    
    
    (987
    )
    
    
    6,296(Loss) income before income taxes
    
    
    (4,106
    )
    
    
    71
    
    
    
    (320
    )
    
    
    (5
    )
    
    
    (4,360
    )Capital expenditures(1) (2)
    
    $
    8,191
    
    
    $
    5,674
    
    
    $
    34
    
    
    $
    
    
    
    $
    13,899Additions to equipment to be leased to customers
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    
    
    
    
    203
 For the Three Months Ended March 31, 2006UnitedUnited States
    
    Kingdom
    
    Mexico
    
    Eliminations
    
    Total(in thousands)Revenue from external customers
    
    $
    60,945
    
    
    $
    8,144
    
    
    $
    52
    
    
    $
    
    
    
    $
    69,141Intersegment revenue
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    (62
    )
    
    
    Depreciation, depletion, and amortization expense
    
    
    8,068
    
    
    
    1,161
    
    
    
    4
    
    
    
    
    
    
    
    9,233Interest income
    
    
    (858
    )
    
    
    (44
    )
    
    
    
    
    
    
    811
    
    
    
    (91
    )Interest expense
    
    
    6,633
    
    
    
    811
    
    
    
    
    
    
    
    (811
    )
    
    
    6,633Loss before income taxes
    
    
    (4,517
    )
    
    
    (211
    )
    
    
    (8
    )
    
    
    (23
    )
    
    
    (4,759
    )Capital expenditures(1) (2)
    
    $
    3,383
    
    
    $
    661
    
    
    $
    82
    
    
    $
    
    
    
    $
    4,126
 
 (1)
    
    Capital expenditure amounts presented above include payments
made for exclusive license agreements and site acquisition costs.(2)
    
    Capital expenditure amounts for Cardtronics Mexico are reflected
gross of any minority interest amounts. Additionally, the 2006 capital expenditure
amount excludes the Companys initial $1.0 million investment in Cardtronics
Mexico. Identifiable Assets:
 March 31, 2007
    
    
    December 31, 2006(in thousands)United States
    
    $
    230,493
    
    
    $
    238,127United Kingdom
    
    
    128,061
    
    
    
    126,070Mexico
    
    
    5,018
    
    
    
    3,559Total
    
    $
    363,572
    
    
    $
    367,756
 14. New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes. Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes
 12




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##### Table of Contents



Fair Value Measurements. Fair Value
Measurements
 Fair Value Option. The Fair Value Option for
Financial Assets and Financial Liabilities
 15. Supplemental Guarantor Financial Information
  Condensed Consolidating Statements of Operations
 Three Months Ended March 31, 2007Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(in thousands)Revenues
    
    $
    
    
    
    $
    61,048
    
    
    $
    13,563
    
    
    $
    (93
    )
    
    $
    74,518Operating costs and expenses
    
    
    307
    
    
    
    59,933
    
    
    
    12,709
    
    
    
    (88
    )
    
    
    72,861Operating income (loss)
    
    
    (307
    )
    
    
    1,115
    
    
    
    854
    
    
    
    (5
    )
    
    
    1,657Interest expense, net
    
    
    2,201
    
    
    
    3,032
    
    
    
    1,015
    
    
    
    
    
    
    
    6,248Equity in (earnings) losses of subsidiaries
    
    
    2,034
    
    
    
    
    
    
    
    
    
    
    
    (2,034
    )
    
    
    Other (income) expense, net
    
    
    (112
    )
    
    
    (207
    )
    
    
    88
    
    
    
    
    
    
    
    (231
    )(Loss) income before income taxes
    
    
    (4,430
    )
    
    
    (1,710
    )
    
    
    (249
    )
    
    
    2,029
    
    
    
    (4,360
    )Income tax provision (benefit)
    
    
    (1,048
    )
    
    
    53
    
    
    
    22
    
    
    
    
    
    
    
    (973
    )Net (loss) income
    
    
    (3,382
    )
    
    
    (1,763
    )
    
    
    (271
    )
    
    
    2,029
    
    
    
    (3,387
    )Preferred stock accretion expense
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67Net (loss) income available to common
stockholders
    
    $
    (3,449
    )
    
    $
    (1,763
    )
    
    $
    (271
    )
    
    $
    2,029
    
    
    $
    (3,454
    )
 Three Months Ended March 31, 2006Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(in thousands)Revenues
    
    $
    
    
    
    $
    61,007
    
    
    $
    8,196
    
    
    $
    (62
    )
    
    $
    69,141Operating costs and expenses
    
    
    162
    
    
    
    59,405
    
    
    
    7,642
    
    
    
    (40
    )
    
    
    67,169Operating income (loss)
    
    
    (162
    )
    
    
    1,602
    
    
    
    554
    
    
    
    (22
    )
    
    
    1,972Interest expense, net
    
    
    2,217
    
    
    
    3,558
    
    
    
    767
    
    
    
    
    
    
    
    6,542Equity in (earnings) losses of subsidiaries
    
    
    2,203
    
    
    
    
    
    
    
    
    
    
    
    (2,203
    )
    
    
    Other income, net
    
    
    
    
    
    
    183
    
    
    
    6
    
    
    
    
    
    
    
    189(Loss) income before income taxes
    
    
    (4,582
    )
    
    
    (2,139
    )
    
    
    (219
    )
    
    
    2,181
    
    
    
    (4,759
    )Income tax benefit
    
    
    (1,480
    )
    
    
    (92
    )
    
    
    (63
    )
    
    
    
    
    
    
    (1,635
    )Net (loss) income
    
    
    (3,102
    )
    
    
    (2,047
    )
    
    
    (156
    )
    
    
    2,181
    
    
    
    (3,124
    )Preferred stock accretion expense
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66Net (loss) income available to common
stockholders
    
    $
    (3,168
    )
    
    $
    (2,047
    )
    
    $
    (156
    )
    
    $
    2,181
    
    
    $
    (3,190
    )
 13




---



##### Table of Contents



Condensed Consolidating Balance Sheets
 As of March 31, 2007Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    TotalAssets:Cash and cash equivalents
    
    $
    55
    
    
    $
    1,242
    
    
    $
    485
    
    
    $
    
    
    
    $
    1,782Receivables, net
    
    
    3,375
    
    
    
    11,320
    
    
    
    1,690
    
    
    
    (3,585
    )
    
    
    12,800Other current assets
    
    
    849
    
    
    
    9,993
    
    
    
    5,376
    
    
    
    (89
    )
    
    
    16,129Total current assets
    
    
    4,279
    
    
    
    22,555
    
    
    
    7,551
    
    
    
    (3,674
    )
    
    
    30,711Property and equipment, net
    
    
    
    
    
    
    62,060
    
    
    
    30,973
    
    
    
    (143
    )
    
    
    92,890Intangible assets, net
    
    
    6,739
    
    
    
    43,009
    
    
    
    14,949
    
    
    
    
    
    
    
    64,697Goodwill
    
    
    
    
    
    
    86,702
    
    
    
    82,775
    
    
    
    
    
    
    
    169,477Investments and advances to subsidiaries
    
    
    77,298
    
    
    
    
    
    
    
    
    
    
    
    (77,298
    )
    
    
    Intercompany receivable
    
    
    (1,127
    )
    
    
    6,058
    
    
    
    (4,931
    )
    
    
    
    
    
    
    Prepaid and other assets
    
    
    213,002
    
    
    
    4,035
    
    
    
    1,762
    
    
    
    (213,002
    )
    
    
    5,797Total assets
    
    $
    300,191
    
    
    $
    224,419
    
    
    $
    133,079
    
    
    $
    (294,117
    )
    
    $
    363,572Liabilities and Stockholders Deficit:Current portion of long-term debt and notes
payable
    
    $
    
    
    
    $
    
    
    
    $
    282
    
    
    $
    
    
    
    $
    282Current portion of other long-term liabilities
    
    
    
    
    
    
    2,250
    
    
    
    115
    
    
    
    
    
    
    
    2,365Accounts payable and accrued liabilities
    
    
    3,698
    
    
    
    34,078
    
    
    
    9,755
    
    
    
    (3,619
    )
    
    
    43,912Total current liabilities
    
    
    3,698
    
    
    
    36,328
    
    
    
    10,152
    
    
    
    (3,619
    )
    
    
    46,559Long-term debt, less current portion
    
    
    260,416
    
    
    
    128,351
    
    
    
    87,004
    
    
    
    (213,002
    )
    
    
    262,769Other non-current liabilities and minority
interest
    
    
    1,601
    
    
    
    11,725
    
    
    
    6,442
    
    
    
    
    
    
    
    19,768Total liabilities
    
    
    265,715
    
    
    
    176,404
    
    
    
    103,598
    
    
    
    (216,621
    )
    
    
    329,096Preferred stock
    
    
    76,661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,661Stockholders equity (deficit)
    
    
    (42,185
    )
    
    
    48,015
    
    
    
    29,481
    
    
    
    (77,496
    )
    
    
    (42,185
    )Total liabilities and stockholders deficit
    
    $
    300,191
    
    
    $
    224,419
    
    
    $
    133,079
    
    
    $
    (294,117
    )
    
    $
    363,572
 As of December 31, 2006Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(in thousands)Assets:Cash and cash equivalents
    
    $
    97
    
    
    $
    1,818
    
    
    $
    803
    
    
    $
    
    
    
    $
    2,718Receivables, net
    
    
    3,463
    
    
    
    13,068
    
    
    
    1,966
    
    
    
    (3,606
    )
    
    
    14,891Other current assets
    
    
    544
    
    
    
    14,069
    
    
    
    6,204
    
    
    
    (39
    )
    
    
    20,778Total current assets
    
    
    4,104
    
    
    
    28,955
    
    
    
    8,973
    
    
    
    (3,645
    )
    
    
    38,387Property and equipment, net
    
    
    
    
    
    
    59,512
    
    
    
    27,326
    
    
    
    (170
    )
    
    
    86,668Intangible assets, net
    
    
    6,982
    
    
    
    45,757
    
    
    
    15,024
    
    
    
    
    
    
    
    67,763Goodwill
    
    
    
    
    
    
    86,702
    
    
    
    82,861
    
    
    
    
    
    
    
    169,563Investments and advances to subsidiaries
    
    
    81,076
    
    
    
    
    
    
    
    
    
    
    
    (81,076
    )
    
    
    Intercompany receivable
    
    
    (122
    )
    
    
    5,046
    
    
    
    (4,924
    )
    
    
    
    
    
    
    Prepaid and other assets
    
    
    211,175
    
    
    
    5,006
    
    
    
    369
    
    
    
    (211,175
    )
    
    
    5,375Total assets
    
    $
    303,215
    
    
    $
    230,978
    
    
    $
    129,629
    
    
    $
    (296,066
    )
    
    $
    367,756Liabilities and Stockholders Deficit:Current portion of long-term debt and notes
payable
    
    $
    
    
    
    $
    
    
    
    $
    194
    
    
    $
    
    
    
    $
    194Current portion of other long-term liabilities
    
    
    
    
    
    
    2,458
    
    
    
    43
    
    
    
    
    
    
    
    2,501Accounts payable and accrued liabilities
    
    
    8,458
    
    
    
    32,202
    
    
    
    14,218
    
    
    
    (3,622
    )
    
    
    51,256Total current liabilities
    
    
    8,458
    
    
    
    34,660
    
    
    
    14,455
    
    
    
    (3,622
    )
    
    
    53,951Long-term debt, less current portion
    
    
    251,883
    
    
    
    132,351
    
    
    
    79,641
    
    
    
    (211,174
    )
    
    
    252,701Other non-current liabilities and minority
interest
    
    
    3,448
    
    
    
    12,519
    
    
    
    5,711
    
    
    
    
    
    
    
    21,678Total liabilities
    
    
    263,789
    
    
    
    179,530
    
    
    
    99,807
    
    
    
    (214,796
    )
    
    
    328,330Preferred stock
    
    
    76,594
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,594Stockholders equity (deficit)
    
    
    (37,168
    )
    
    
    51,448
    
    
    
    29,822
    
    
    
    (81,270
    )
    
    
    (37,168
    )Total liabilities and stockholders deficit
    
    $
    303,215
    
    
    $
    230,978
    
    
    $
    129,629
    
    
    $
    (296,066
    )
    
    $
    367,756
 14




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##### Table of Contents



Condensed Consolidating Statements of Cash Flows
 Three Months Ended March 31, 2007Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(in thousands)Net cash provided by (used in) operating activities
    
    $
    (7,588
    )
    
    $
    6,786
    
    
    $
    2,933
    
    
    $
    
    
    
    $
    2,131Capital expenditures, net
    
    
    
    
    
    
    (7,988
    )
    
    
    (5,341
    )
    
    
    
    
    
    
    (13,329
    )Payments for exclusive license agreements and site
acquisition costs
    
    
    
    
    
    
    (200
    )
    
    
    (367
    )
    
    
    
    
    
    
    (567
    )Additions to equipment to be leased to customers, net
of principal payments received
    
    
    
    
    
    
    
    
    
    
    (199
    )
    
    
    
    
    
    
    (199
    )Proceeds from sale of Winn-Dixie equity securities
    
    
    
    
    
    
    3,950
    
    
    
    
    
    
    
    
    
    
    
    3,950Proceeds received out of escrow related to BASC
acquisition
    
    
    
    
    
    
    876
    
    
    
    
    
    
    
    
    
    
    
    876Net cash used in investing activities
    
    
    
    
    
    
    (3,362
    )
    
    
    (5,907
    )
    
    
    
    
    
    
    (9,269
    )Proceeds from issuance of long-term debt
    
    
    20,500
    
    
    
    5,000
    
    
    
    6,637
    
    
    
    (10,000
    )
    
    
    22,137Repayments of long-term debt
    
    
    (12,000
    )
    
    
    (9,000
    )
    
    
    (17
    )
    
    
    9,000
    
    
    
    (12,017
    )Issuance of long-term notes receivable
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    Payments received on long-term notes receivable
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    Repayment of bank overdraft facility, net
    
    
    
    
    
    
    
    
    
    
    (3,940
    )
    
    
    
    
    
    
    (3,940
    )Issuance of capital stock
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46Net cash provided by (used in) financing activities
    
    
    7,546
    
    
    
    (4,000
    )
    
    
    2,680
    
    
    
    
    
    
    
    6,226Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    
    
    
    
    (24
    )Net decrease in cash and cash equivalents
    
    
    (42
    )
    
    
    (576
    )
    
    
    (318
    )
    
    
    
    
    
    
    (936
    )Cash and cash equivalents at beginning of period
    
    
    97
    
    
    
    1,818
    
    
    
    803
    
    
    
    
    
    
    
    2,718Cash and cash equivalents at end of period
    
    $
    55
    
    
    $
    1,242
    
    
    $
    485
    
    
    $
    
    
    
    $
    1,782
 Three Months Ended March 31, 2006Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(in thousands)Net cash (used in) provided by operating activities
    
    $
    (6,173
    )
    
    $
    4,265
    
    
    $
    1,091
    
    
    $
    
    
    
    $
    (817
    )Capital expenditures, net
    
    
    
    
    
    
    (1,541
    )
    
    
    (673
    )
    
    
    
    
    
    
    (2,214
    )Payments for exclusive license agreements and site
acquisition costs
    
    
    
    
    
    
    (1,841
    )
    
    
    (63
    )
    
    
    
    
    
    
    (1,904
    )Acquisitions, net of cash acquired
    
    
    (1,000
    )
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (1,000
    )
    
    
    (3,382
    )
    
    
    (736
    )
    
    
    1,000
    
    
    
    (4,118
    )Proceeds from issuance of long-term debt
    
    
    11,400
    
    
    
    2,000
    
    
    
    
    
    
    
    (2,000
    )
    
    
    11,400Repayments of long-term debt
    
    
    (4,000
    )
    
    
    (1,000
    )
    
    
    
    
    
    
    1,000
    
    
    
    (4,000
    )Issuance of long-term notes receivable
    
    
    (2,000
    )
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    Payments received on long-term notes receivable
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    Issuance of capital stock
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    (1,000
    )
    
    
    Other financing activities
    
    
    (167
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (167
    )Net cash provided by (used in) financing activities
    
    
    6,233
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    (1,000
    )
    
    
    7,233Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (26
    )
    
    
    
    
    
    
    (26
    )Net increase (decrease) in cash and cash equivalents
    
    
    (940
    )
    
    
    1,883
    
    
    
    1,329
    
    
    
    
    
    
    
    2,272Cash and cash equivalents at beginning of period
    
    
    118
    
    
    
    1,544
    
    
    
    37
    
    
    
    
    
    
    
    1,699Cash and cash equivalents at end of period
    
    $
    (822
    )
    
    $
    3,427
    
    
    $
    1,366
    
    
    $
    
    
    
    $
    3,971
 15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are
identified by the use of the words believe, expect, anticipate, will, contemplate,
would, and similar expressions that contemplate future events. Numerous important factors,
risks, and uncertainties may affect our operating results, including, without limitation, risks and
uncertainties relating to trends in ATM usage and alternative payment options; declines in, or
system failures that interrupt or delay, ATM transactions; the Companys reliance on third parties
for cash management and other key outsourced services; decreases in the number of ATMs that can be
placed with the Companys top merchants; the Companys ability to continue to execute its growth
strategies; risks associated with the acquisition of other ATM networks; increased industry
competition; increased regulation and regulatory uncertainty; changes in interest rates; changes in
the ATM transaction fees the Company receives; changes in ATM technology; changes in foreign
currency rates; and general and economic conditions. As a result, our future results may differ
materially from the results implied by these or any other forward-looking statements made by us or
on our behalf, and there can be no assurance that future results will meet expectations. All of
our forward-looking statements, whether written or oral, are expressly qualified by these
cautionary statements and any other cautionary statements that may accompany such forward-looking
statements. In addition, we disclaim any obligation to update any forward-looking statements to
reflect events or circumstances after the date of this report.
 With this in mind, you should consider the risks discussed elsewhere in this report and other
documents we file with the SEC from time to time and the following important factors that could
cause actual results to differ materially from those expressed in any forward-looking statement
made by us or on our behalf.
 Overview
  Company-owned.
  Merchant-owned.
 16




---



##### Table of Contents



In-house transaction processing.
 Recent Events
 Merchant-owned account attrition.
 Asset impairments.
 17




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##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,2007
    
    2006Revenues:ATM operating revenues
    
    
    96.2
    %
    
    
    96.0
    %ATM product sales and other revenues
    
    
    3.8
    
    
    
    4.0Total revenues
    
    
    100.0
    
    
    
    100.0Cost of revenues:Cost of ATM operating revenues
    
    
    73.5
    
    
    
    73.1Cost of ATM product sales and other revenues
    
    
    3.7
    
    
    
    3.7Total cost of revenues
    
    
    77.2
    
    
    
    76.8Gross profit
    
    
    22.8
    
    
    
    23.2Operating expenses:Selling, general, and administrative expenses
    
    
    8.7
    
    
    
    7.0Depreciation and accretion expense
    
    
    8.6
    
    
    
    6.1Amortization expense
    
    
    3.3
    
    
    
    7.2Total operating expenses
    
    
    20.6
    
    
    
    20.3Income from operations
    
    
    2.2
    
    
    
    2.9Other (income) expense:Interest expense, net
    
    
    8.4
    
    
    
    9.5Minority interest in subsidiary
    
    
    (0.2
    )
    
    
    Other
    
    
    (0.2
    )
    
    
    0.3Total other expense
    
    
    8.0
    
    
    
    9.8Loss before income taxes
    
    
    (5.8
    )
    
    
    (6.9
    )Income tax benefit
    
    
    (1.3
    )
    
    
    (2.4
    )Net loss
    
    
    (4.5
    )%
    
    
    (4.5
    )%
 Key Operating Metrics
  2007
    
    
    2006Average number of transacting ATMs
    
    
    25,228
    
    
    
    26,188Total transactions (in thousands)
    
    
    44,449
    
    
    
    40,827Monthly total transactions per ATM
    
    
    587
    
    
    
    520Total withdrawal transactions (in thousands)
    
    
    31,180
    
    
    
    29,974Monthly withdrawal transactions per ATM
    
    
    412
    
    
    
    382Per withdrawal transaction:Total transaction revenues
    
    $
    2.30
    
    
    $
    2.22Cost of transaction revenues
    
    
    1.76
    
    
    
    1.69Transaction gross profit(1)
    
    $
    0.54
    
    
    $
    0.53Transactions gross profit margin
    
    
    23.5
    %
    
    
    23.9
    %
 
 (1)
    
    Transaction gross profit is a measure of profitability that uses only
the revenue and expenses that related to operating the ATMs. The revenue and
expenses from ATM equipment sales and other ATM-related services are not
included. General
  18




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Revenues
 Three Months Ended March 31,2007
    
    
    2006
    
    
    % Change(in thousands)ATM operating revenues
    
    $
    71,656
    
    
    $
    66,409
    
    
    
    7.9
    %ATM product sales and other revenues
    
    
    2,862
    
    
    
    2,732
    
    
    
    4.8
    %Total revenues
    
    $
    74,518
    
    
    $
    69,141
    
    
    
    7.8
    %
 ATM operating revenues.
 ATM product sales and other revenues.
 Cost of Revenues and Gross Margins
 Three Months Ended March 31,2007
    
    
    2006
    
    
    % Change(in thousands)Cost of ATM operating revenues
    
    $
    54,736
    
    
    $
    50,539
    
    
    
    8.3
    %Cost of ATM product sales and other revenues
    
    
    2,797
    
    
    
    2,559
    
    
    
    9.3
    %Total cost of revenues
    
    $
    57,533
    
    
    $
    53,098
    
    
    
    8.4
    %ATM operating revenues gross margin
    
    
    23.6
    %
    
    
    23.9
    %ATM product sales and other revenues gross margin
    
    
    2.3
    %
    
    
    6.3
    %Total gross margin
    
    
    22.8
    %
    
    
    23.2
    %
 Cost of ATM operating revenues.
  Cost of ATM product sales and other revenues.
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##### Table of Contents



Selling, General, and Administrative Expenses
 Three Months Ended March 31,2007
    
    
    2006
    
    
    % Change(in thousands)Selling, general, and administrative expenses
    
    $
    6,238
    
    
    $
    4,716
    
    
    
    32.3
    %Stock-based compensation
    
    
    206
    
    
    
    122
    
    
    
    68.9
    %Total selling, general, and administrative expenses
    
    $
    6,444
    
    
    $
    4,838
    
    
    
    33.2
    %Percentage of revenues:Selling, general, and administrative expenses
    
    
    8.4
    %
    
    
    6.8
    %Stock-based compensation
    
    
    0.3
    
    
    
    0.2Total selling, general, and administrative expenses
    
    
    8.7
    %
    
    
    7.0
    %
 Selling, general, and administrative expenses.
  Stock-based compensation. . Note 3
 Depreciation and Accretion Expense
 Three Months Ended March 31,2007
    
    2006
    
    % Change(in thousands)Depreciation and accretion expense
    
    $
    6,398
    
    
    $
    4,217
    
    
    
    51.7
    %Percentage of revenues
    
    
    8.6
    %
    
    
    6.1
    %
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##### Table of Contents



Amortization Expense
 Three Months Ended March 31,2007
    
    2006
    
    % Change(in thousands)Amortization expense
    
    $
    2,486
    
    
    $
    5,016
    
    
    
    (50.4
    )%Percentage of revenues
    
    
    3.3
    %
    
    
    7.2
    %
  Interest Expense, Net
 Three Months Ended March 31,2007
    
    
    2006
    
    
    % Change(in thousands)Interest expense, net
    
    $
    5,892
    
    
    $
    5,665
    
    
    
    4.0
    %Amortization and write-off of financing costs and bond discount
    
    
    356
    
    
    
    877
    
    
    
    (59.4
    )%Total interest expense, net
    
    $
    6,248
    
    
    $
    6,542
    
    
    
    (4.5
    )%Percentage of revenues
    
    
    8.4
    %
    
    
    9.5
    %
 Interest expense, net.
 Liquidity and Capital Resources
 Amortization and write-off of financing costs and bond discount.
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##### Table of Contents



Other (Income) Expense
 Three Months Ended March 31,2007
    
    
    2006
    
    
    % Change(in thousands)Minority interest
    
    $
    (112
    )
    
    $
    (8
    )
    
    
    1,300.0
    %Other (income) expense
    
    
    (119
    )
    
    
    197
    
    
    
    (160.4
    )%Total other (income) expense
    
    $
    (231
    )
    
    $
    189
    
    
    
    (222.2
    )%Percentage of revenues
    
    
    (0.4
    )%
    
    
    0.3
    %
  Income Tax Benefit
 Three Months Ended March 31,2007
    
    2006
    
    % Change(in thousands)Income tax benefit
    
    $
    973
    
    
    $
    1,635
    
    
    
    (40.5
    )%Effective tax rate
    
    
    22.3
    %
    
    
    34.4
    %
  Liquidity and Capital Resources
 Overview
   Operating Activities
  22




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##### Table of Contents



Investing Activities
   Financing Activities
  Financing Facilities
     23




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##### Table of Contents



New Accounting Standards
 Accounting for Uncertainty in Income Taxes. Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes Note 14
 Fair Value Measurements. Fair Value
Measurements
 Fair Value Option. The Fair Value Option for
Financial Assets and Financial Liabilities
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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Disclosure About Market Risk
 Interest Rate Risk
   Notional Amount
    
    
    
    Weighted Average Fixed Rate
    
    Period$
    300,000
    
    
    
    
    
    3.88
    %
    
    April 1, 2007  December 31, 2007$
    300,000
    
    
    
    
    
    4.35
    %
    
    January 1, 2008  December 31, 2008$
    200,000
    
    
    
    
    
    4.36
    %
    
    January 1, 2009  December 31, 2009$
    100,000
    
    
    
    
    
    4.34
    %
    
    January 1, 2010  December 31, 2010
  Accounting for Derivative Instruments and Hedging Activities,
   Foreign Currency Exchange Risk
  25




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##### Table of Contents



26




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  27




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 National Federation of the Blind (NFB).
    Other matters.
  28




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##### Table of Contents



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description10.1
    
    Amendment No. 6 to Credit
Agreement, dated as of May 3, 2007 (incorporated herein by
reference to Exhibit 10.1 of the Current Report on Form 8-K
filed on May 9, 2007).*31.1
    
    Certification of the Chief Executive Officer of Cardtronics, Inc.
pursuant to Section 13a-14(a) of the Securities Exchange Act of
1934.*31.2
    
    Certification of the Chief Financial Officer of Cardtronics, Inc.
pursuant to Section 13a-14(a) of the Securities Exchange Act of
1934.*32.1
    
    Certification of the Chief Executive Officer of Cardtronics, Inc.
pursuant to Section 13a-14(b) of the Securities Exchange Act of
1934 and 18 U.S.C. Section 1350.*32.2
    
    Certification of the Chief Financial Officer of Cardtronics, Inc.
pursuant to Section 13a-14(b) of the Securities Exchange Act of
1934 and 18 U.S.C. Section 1350.
 29




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##### Table of Contents



SIGNATURES
  CARDTRONICS, INC.May 15, 2007
    
    /s/ Jack Antonini

Jack AntoniniPresident and Chief Executive Officer(Principal Executive Officer)May 15, 2007
    
    /s/ J. Chris BrewsterJ. Chris BrewsterChief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description10.1
    
    Amendment No. 6 to Credit
Agreement, dated as of May 3, 2007 (incorporated herein by
reference to Exhibit 10.1 of the Current Report on Form 8-K
filed on May 9, 2007).*31.1
    
    Certification of the Chief Executive Officer of Cardtronics, Inc.
pursuant to Section 13a-14(a) of the Securities Exchange Act of
1934.*31.2
    
    Certification of the Chief Financial Officer of Cardtronics, Inc.
pursuant to Section 13a-14(a) of the Securities Exchange Act of
1934.*32.1
    
    Certification of the Chief Executive Officer of Cardtronics, Inc.
pursuant to Section 13a-14(b) of the Securities Exchange Act of
1934 and 18 U.S.C. Section 1350.*32.2
    
    Certification of the Chief Financial Officer of Cardtronics, Inc.
pursuant to Section 13a-14(b) of the Securities Exchange Act of
1934 and 18 U.S.C. Section 1350.