##### 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 September 30, 2009
 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: 001-33864
 
 CARDTRONICS, INC.
  Delaware
    
    76-0681190(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)3250 Briarpark Drive, Suite 400Houston, TX
    
    77042(Address of principal executive offices)
    
    (Zip Code)
 (832) 308-4000
 þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



CARDTRONICS, INC.
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    
    1Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
    
    
    1Consolidated Statements of Operations for the Three and Nine Months Ended September 30,
2009 and 2008
    
    
    2Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008
    
    
    3Notes to Consolidated Financial Statements
    
    
    4Cautionary Statement Regarding Forward-Looking Statements
    
    
    24Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    41PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    42Item 1A. Risk Factors
    
    
    42Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    42Item 6. Exhibits
    
    
    42Signatures
    
    
    43Exhibit 31.1Exhibit 31.2Exhibit 32.1
    i




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 CARDTRONICS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, excluding share and per share amounts)
 (Unaudited)
 September 30, 2009
    
    
    December 31, 2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,141
    
    
    $
    3,424Accounts and notes receivable, net of allowance of $587
and $504 as of September 30, 2009 and December 31, 2008,
respectively
    
    
    25,191
    
    
    
    25,317Inventory
    
    
    3,206
    
    
    
    3,011Restricted cash, short-term
    
    
    3,128
    
    
    
    2,423Prepaid expenses, deferred costs, and other current assets
    
    
    8,753
    
    
    
    17,273Total current assets
    
    
    46,419
    
    
    
    51,448Property and equipment, net
    
    
    146,526
    
    
    
    153,430Intangible assets, net
    
    
    94,755
    
    
    
    108,327Goodwill
    
    
    165,069
    
    
    
    163,784Prepaid expenses, deferred costs, and other assets
    
    
    4,426
    
    
    
    3,839Total assets
    
    $
    457,195
    
    
    $
    480,828LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt and notes payable
    
    $
    1,771
    
    
    $
    1,373Current portion of capital lease obligations
    
    
    413
    
    
    
    757Current portion of other long-term liabilities
    
    
    26,059
    
    
    
    24,302Accounts payable
    
    
    13,174
    
    
    
    17,212Accrued liabilities
    
    
    46,749
    
    
    
    55,174Total current liabilities
    
    
    88,166
    
    
    
    98,818Long-term liabilities:Long-term debt, net of related discounts
    
    
    319,174
    
    
    
    344,816Capital lease obligations
    
    
    
    
    
    
    235Deferred tax liability, net
    
    
    14,509
    
    
    
    11,673Asset retirement obligations
    
    
    23,359
    
    
    
    21,069Other long-term liabilities
    
    
    20,278
    
    
    
    23,967Total liabilities
    
    
    465,486
    
    
    
    500,578Commitments and contingenciesStockholders deficit:Common stock, $0.0001 par value; 125,000,000 shares
authorized; 45,993,881 and 45,642,282 shares issued as of
September 30, 2009 and December 31, 2008, respectively;
40,673,204 and 40,636,533 shares outstanding as of
September 30, 2009 and December 31, 2008, respectively
    
    
    4
    
    
    
    4Subscriptions receivable (at face value)
    
    
    
    
    
    
    (34
    )Additional paid-in capital
    
    
    198,696
    
    
    
    194,101Accumulated other comprehensive loss, net
    
    
    (60,761
    )
    
    
    (64,025
    )Accumulated deficit
    
    
    (98,381
    )
    
    
    (102,199
    )Treasury stock; 5,320,677 and 5,005,749 shares at cost as
of September 30, 2009 and December 31, 2008, respectively
    
    
    (48,660
    )
    
    
    (48,221
    )Total parent stockholders deficit
    
    
    (9,102
    )
    
    
    (20,374
    )Noncontrolling interests
    
    
    811
    
    
    
    624Total stockholders deficit
    
    
    (8,291
    )
    
    
    (19,750
    )Total liabilities and stockholders deficit
    
    $
    457,195
    
    
    $
    480,828
 See accompanying notes to consolidated financial statements.
  1




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CARDTRONICS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, excluding share and per share amounts)
 (Unaudited)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:ATM operating revenues
    
    $
    126,194
    
    
    $
    122,608
    
    
    $
    361,136
    
    
    $
    361,773ATM product sales and other revenues
    
    
    2,409
    
    
    
    4,651
    
    
    
    7,460
    
    
    
    13,036Total revenues
    
    
    128,603
    
    
    
    127,259
    
    
    
    368,596
    
    
    
    374,809Cost of revenues:Cost of ATM operating revenues (excludes
depreciation, accretion, and amortization
shown separately below. See Note 1)
    
    
    85,083
    
    
    
    93,078
    
    
    
    251,287
    
    
    
    276,414Cost of ATM product sales and other revenues
    
    
    2,678
    
    
    
    4,064
    
    
    
    7,645
    
    
    
    11,890Total cost of revenues
    
    
    87,761
    
    
    
    97,142
    
    
    
    258,932
    
    
    
    288,304Gross profit
    
    
    40,842
    
    
    
    30,117
    
    
    
    109,664
    
    
    
    86,505Operating expenses:Selling, general, and administrative expenses
    
    
    9,210
    
    
    
    10,387
    
    
    
    30,649
    
    
    
    28,738Depreciation and accretion expense
    
    
    9,986
    
    
    
    9,978
    
    
    
    29,560
    
    
    
    28,988Amortization expense
    
    
    4,405
    
    
    
    4,657
    
    
    
    13,436
    
    
    
    13,661Loss on disposal of assets
    
    
    1,047
    
    
    
    1,458
    
    
    
    4,831
    
    
    
    3,893Total operating expenses
    
    
    24,648
    
    
    
    26,480
    
    
    
    78,476
    
    
    
    75,280Income from operations
    
    
    16,194
    
    
    
    3,637
    
    
    
    31,188
    
    
    
    11,225Other expense (income):Interest expense, net
    
    
    7,473
    
    
    
    7,913
    
    
    
    22,828
    
    
    
    23,267Amortization of deferred financing costs and
bond discounts
    
    
    606
    
    
    
    531
    
    
    
    1,777
    
    
    
    1,569Other expense (income)
    
    
    339
    
    
    
    42
    
    
    
    (788
    )
    
    
    (73
    )Total other expense
    
    
    8,418
    
    
    
    8,486
    
    
    
    23,817
    
    
    
    24,763Income (loss) before income taxes
    
    
    7,776
    
    
    
    (4,849
    )
    
    
    7,371
    
    
    
    (13,538
    )Income tax expense
    
    
    1,251
    
    
    
    383
    
    
    
    3,284
    
    
    
    202Net income (loss)
    
    
    6,525
    
    
    
    (5,232
    )
    
    
    4,087
    
    
    
    (13,740
    )Net income (loss) attributable to
noncontrolling interests
    
    
    127
    
    
    
    (814
    )
    
    
    269
    
    
    
    (814
    )Net income (loss) attributable to controlling
interests and available to common stockholders
    
    $
    6,398
    
    
    $
    (4,418
    )
    
    $
    3,818
    
    
    $
    (12,926
    )Net income (loss) per common share  basic
    
    $
    0.16
    
    
    $
    (0.11
    )
    
    $
    0.09
    
    
    $
    (0.33
    )Net income (loss) per common share  diluted
    
    $
    0.15
    
    
    $
    (0.11
    )
    
    $
    0.09
    
    
    $
    (0.33
    )Weighted average shares outstanding  basic
    
    
    39,356,013
    
    
    
    38,920,887
    
    
    
    39,123,738
    
    
    
    38,749,233Weighted average shares outstanding  diluted
    
    
    40,117,598
    
    
    
    38,920,887
    
    
    
    39,768,708
    
    
    
    38,749,233
 See accompanying notes to consolidated financial statements.
  2




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CARDTRONICS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Nine Months Ended September 30,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    4,087
    
    
    $
    (13,740
    )Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Depreciation, accretion, and amortization expense
    
    
    42,996
    
    
    
    42,649Amortization of deferred financing costs and bond discounts
    
    
    1,777
    
    
    
    1,569Stock-based compensation expense
    
    
    3,376
    
    
    
    2,167Deferred income taxes
    
    
    2,836
    
    
    
    96Loss on disposal of assets
    
    
    4,831
    
    
    
    3,893Other reserves and non-cash items
    
    
    (3,241
    )
    
    
    (5,581
    )Changes in assets and liabilities, net of acquisitions:Decrease (increase) in accounts and notes receivable, net
    
    
    83
    
    
    
    (3,378
    )Decrease (increase) in prepaid, deferred costs, and other current assets
    
    
    4,286
    
    
    
    (4,096
    )(Increase) decrease in inventory
    
    
    (109
    )
    
    
    362Decrease in other assets
    
    
    1,406
    
    
    
    674Decrease in accounts payable and accrued liabilities
    
    
    (10,869
    )
    
    
    (10,927
    )Decrease in other liabilities
    
    
    (2,468
    )
    
    
    (2,724
    )Net cash provided by operating activities
    
    
    48,991
    
    
    
    10,964Cash flows from investing activities:Additions to property and equipment
    
    
    (20,044
    )
    
    
    (52,776
    )Payments for exclusive license agreements and site acquisition costs
    
    
    (121
    )
    
    
    (895
    )Principal payments received under direct financing leases
    
    
    
    
    
    
    17Acquisition, net of cash acquired
    
    
    
    
    
    
    (350
    )Net cash used in investing activities
    
    
    (20,165
    )
    
    
    (54,004
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    47,312
    
    
    
    103,336Repayments of long-term debt and capital leases
    
    
    (74,092
    )
    
    
    (69,753
    )Repayments of borrowings under bank overdraft facility, net
    
    
    (142
    )
    
    
    (2,961
    )Payments received on subscriptions receivable
    
    
    34
    
    
    
    101Proceeds from exercises of stock options
    
    
    1,219
    
    
    
    362Noncontrolling interest stockholder capital contribution
    
    
    
    
    
    
    1,662Equity offering costs
    
    
    
    
    
    
    (1,489
    )Debt issuance and modification costs
    
    
    (458
    )
    
    
    (195
    )Repurchase of common stock
    
    
    (439
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (26,566
    )
    
    
    31,063Effect of exchange rate changes on cash
    
    
    457
    
    
    
    (257
    )Net increase (decrease) in cash and cash equivalents
    
    
    2,717
    
    
    
    (12,234
    )Cash and cash equivalents as of beginning of period
    
    
    3,424
    
    
    
    13,439Cash and cash equivalents as of end of period
    
    $
    6,141
    
    
    $
    1,205Supplemental disclosure of cash flow information:Cash paid for interest, including interest on capital leases
    
    $
    30,073
    
    
    $
    31,025Cash paid for income taxes
    
    $
    285
    
    
    $
    220Fixed assets financed by direct debt
    
    $
    443
    
    
    $
    
 See accompanying notes to consolidated financial statements.
  3




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CARDTRONICS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 (1) General and Basis of Presentation
 General
  Basis of Presentation
  Note 2, Revision of Prior
Period Financial Statements
     4




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Cost of ATM Operating Revenues and Gross Profit Presentation
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Depreciation and
accretion expenses
related to ATMs and
ATM-related assets
    
    $
    8,289
    
    
    $
    8,649
    
    
    $
    24,562
    
    
    $
    25,233Amortization expense
    
    
    4,405
    
    
    
    4,657
    
    
    
    13,436
    
    
    
    13,661Total depreciation,
accretion, and
amortization
expenses excluded
from Cost of ATM
operating revenues
and Gross profit
    
    $
    12,694
    
    
    $
    13,306
    
    
    $
    37,998
    
    
    $
    38,894
 (2) Revision of Prior Period Financial Statements
  Consolidated Statements of Operations:
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    September 30, 2008As Reported
    
    
    Adjustments
    
    
    As Adjusted
    
    
    As Reported
    
    
    Adjustments
    
    
    As Adjusted(In thousands, excluding per share amounts)Cost of ATM operating revenues
    
    $
    92,903
    
    
    $
    175
    
    
    $
    93,078
    
    
    $
    275,605
    
    
    $
    809
    
    
    $
    276,414Total cost of revenues
    
    
    96,967
    
    
    
    175
    
    
    
    97,142
    
    
    
    287,495
    
    
    
    809
    
    
    
    288,304Gross profit
    
    
    30,292
    
    
    
    (175
    )
    
    
    30,117
    
    
    
    87,314
    
    
    
    (809
    )
    
    
    86,505Depreciation and accretion expense
    
    
    10,048
    
    
    
    (70
    )
    
    
    9,978
    
    
    
    29,169
    
    
    
    (181
    )
    
    
    28,988Loss on disposal of assets(1)
    
    
    
    
    
    
    1,458
    
    
    
    1,458
    
    
    
    
    
    
    
    3,893
    
    
    
    3,893Total operating expenses(1)
    
    
    25,092
    
    
    
    1,388
    
    
    
    26,480
    
    
    
    71,568
    
    
    
    3,712
    
    
    
    75,280Income from operations(1)
    
    
    5,200
    
    
    
    (1,563
    )
    
    
    3,637
    
    
    
    15,746
    
    
    
    (4,521
    )
    
    
    11,225Minority interest in subsidiary(2)
    
    
    (814
    )
    
    
    814
    
    
    
    
    
    
    
    (814
    )
    
    
    814
    
    
    
    Other expense(1)
    
    
    1,274
    
    
    
    (1,232
    )
    
    
    42
    
    
    
    3,377
    
    
    
    (3,450
    )
    
    
    (73
    )Total other expense(1)
    
    
    8,904
    
    
    
    (418
    )
    
    
    8,486
    
    
    
    27,399
    
    
    
    (2,636
    )
    
    
    24,763Loss before income taxes
    
    
    (3,704
    )
    
    
    (1,145
    )
    
    
    (4,849
    )
    
    
    (11,653
    )
    
    
    (1,885
    )
    
    
    (13,538
    )Income tax (benefit) expense
    
    
    469
    
    
    
    (86
    )
    
    
    383
    
    
    
    494
    
    
    
    (292
    )
    
    
    202Net loss
    
    
    (4,173
    )
    
    
    (1,059
    )
    
    
    (5,232
    )
    
    
    (12,147
    )
    
    
    (1,593
    )
    
    
    (13,740
    )Net loss attributable to noncontrolling
interests
    
    
    
    
    
    
    (814
    )
    
    
    (814
    )
    
    
    
    
    
    
    (814
    )
    
    
    (814
    )Net loss attributable to controlling
interests and available to common
stockholders
    
    
    (4,173
    )
    
    
    (245
    )
    
    
    (4,418
    )
    
    
    (12,147
    )
    
    
    (779
    )
    
    
    (12,926
    )Net loss per common share  basic and diluted
    
    
    (0.11
    )
    
    
    
    
    
    
    (0.11
    )
    
    
    (0.31
    )
    
    
    (0.02
    )
    
    
    (0.33
    )
 (1)
    
    Of the Adjustments presented above, $1,232,000 and $3,450,000 for the
three and nine months ended September 30, 2008, respectively, relates to the reclassification
of Loss on disposal of assets from a component of Other expense.(2)
    
    Of the Adjustments presented above, $814,000 for the three and nine months ended
September 30, 2008 relates to the reclassification of Minority interest in subsidiary to
Net loss attributable to noncontrolling interests due to the Companys adoption of new
authoritative accounting guidance in 2009 (see Note 16, New Accounting Pronouncements).  5




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Consolidated Statement of Cash Flows:
 Nine Months Ended September 30, 2008As Reported
    
    
    Adjustments
    
    
    As Adjusted(In thousands)Cash flows from operating activities:Net loss
    
    $
    (12,147
    )
    
    $
    (1,593
    )
    
    $
    (13,740
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation, accretion, and amortization expense
    
    
    42,830
    
    
    
    (181
    )
    
    
    42,649Deferred income taxes
    
    
    388
    
    
    
    (292
    )
    
    
    96Minority interest
    
    
    (814
    )
    
    
    814
    
    
    
    Loss on disposal of assets(1)
    
    
    3,350
    
    
    
    543
    
    
    
    3,893Other reserves and non-cash items(1)
    
    
    (5,481
    )
    
    
    (100
    )
    
    
    (5,581
    )Net cash provided by operating activities
    
    
    11,773
    
    
    
    (809
    )
    
    
    10,964Cash flows from investing activities:Additions to property and equipment
    
    
    (53,585
    )
    
    
    809
    
    
    
    (52,776
    )Net cash provided by investing activities
    
    
    (54,813
    )
    
    
    809
    
    
    
    (54,004
    )
 (1)
    
    Of the Adjustments presented above, $100,000 relates to the reclassification of
certain non-cash items previously included in Loss on disposal of assets to Other reserves
and non-cash items. (3)
    
    Stock-Based Compensation  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Cost of ATM operating revenues
    
    $
    207
    
    
    $
    227
    
    
    $
    590
    
    
    $
    424Selling, general, and administrative expenses
    
    
    1,050
    
    
    
    1,129
    
    
    
    2,786
    
    
    
    1,743Total stock-based compensation expense
    
    $
    1,257
    
    
    $
    1,356
    
    
    $
    3,376
    
    
    $
    2,167
  Options.
 WeightedNumber
    
    
    Averageof Shares
    
    
    Exercise PriceOptions outstanding as of January 1, 2009
    
    
    4,288,942
    
    
    $
    7.96Granted
    
    
    133,000
    
    
    $
    5.38Exercised
    
    
    (246,599
    )
    
    $
    4.94Forfeited
    
    
    (44,807
    )
    
    $
    10.02Expired
    
    
    (94,420
    )
    
    $
    10.46Options outstanding as of September 30, 2009
    
    
    4,036,116
    
    
    $
    7.98Options vested and exercisable as of September 30, 2009
    
    
    3,246,232
    
    
    $
    7.50
   6




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Restricted Stock.
 Numberof SharesRestricted shares outstanding as of January 1, 2009
    
    
    1,679,250Granted
    
    
    105,000Forfeited
    
    
    (195,000
    )Vested
    
    
    (382,938
    )Restricted shares outstanding as of September 30, 2009
    
    
    1,206,312
  (4) Earnings per Share
   Earnings per Share (in thousands, excluding share and per share amounts):
 Three Months Ended September 30, 2009
    
    
    Nine Months Ended September 30, 2009Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage Shares
    
    
    Earnings
    
    
    
    
    
    
    Average Shares
    
    
    EarningsIncome
    
    
    Outstanding
    
    
    Per Share
    
    
    Income
    
    
    Outstanding
    
    
    Per ShareBasic:Net income attributable to controlling interests and available to
common stockholders
    
    $
    6,398
    
    
    
    
    
    
    
    
    
    
    $
    3,818Less: undistributed earnings allocated to unvested restricted shares
    
    
    (191
    )
    
    
    
    
    
    
    
    
    
    
    (133
    )Net income available to common stockholders
    
    $
    6,207
    
    
    
    39,356,013
    
    
    $
    0.16
    
    
    $
    3,685
    
    
    
    39,123,738
    
    
    $
    0.09Diluted:Effect of dilutive securities:Add: Undistributed earnings allocated to restricted shares
    
    
    191
    
    
    
    
    
    
    
    
    
    
    
    133Stock options added to the denominator under the treasury stock method
    
    
    
    
    
    
    761,585
    
    
    
    
    
    
    
    
    
    
    
    644,970Less: Undistributed earnings reallocated to restricted shares
    
    
    (187
    )
    
    
    
    
    
    
    
    
    
    
    (131
    )Net income available to common stockholders and assumed conversions
    
    $
    6,211
    
    
    
    40,117,598
    
    
    $
    0.15
    
    
    $
    3,687
    
    
    
    39,768,708
    
    
    $
    0.09
  7




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##### Table of Contents



(5) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)Net income (loss)
    
    $
    6,525
    
    
    $
    (5,232
    )
    
    $
    4,087
    
    
    $
    (13,740
    )Unrealized (losses) gains on interest rate hedges
    
    
    (5,287
    )
    
    
    (4,314
    )
    
    
    (3,751
    )
    
    
    642Foreign currency translation adjustments
    
    
    (1,682
    )
    
    
    (13,553
    )
    
    
    7,015
    
    
    
    (14,802
    )Total comprehensive income (loss)
    
    
    (444
    )
    
    
    (23,099
    )
    
    
    7,351
    
    
    
    (27,900
    )Less: comprehensive income (loss) attributable to noncontrolling
interests
    
    
    104
    
    
    
    (841
    )
    
    
    275
    
    
    
    (860
    )Comprehensive income (loss) attributable to controlling interests
    
    $
    (548
    )
    
    $
    (22,258
    )
    
    $
    7,076
    
    
    $
    (27,040
    )
  September 30, 2009
    
    
    December 31, 2008(In thousands)Unrealized losses on interest rate hedges
    
    $
    (35,903
    )
    
    $
    (32,152
    )Foreign currency translation adjustments
    
    
    (24,858
    )
    
    
    (31,873
    )Total accumulated other comprehensive loss
    
    $
    (60,761
    )
    
    $
    (64,025
    )
  (6) Intangible Assets
 Intangible Assets with Indefinite Lives
  Goodwill
    
    
    Trade NameU.S.
    
    
    U.K.
    
    
    Mexico
    
    
    U.S.
    
    
    U.K.
    
    
    Total(In thousands)Balance as of January 1, 2009
    
    $
    150,461
    
    
    $
    12,603
    
    
    $
    720
    
    
    $
    200
    
    
    $
    2,922
    
    
    $
    166,906Foreign currency translation adjustments
    
    
    
    
    
    
    1,287
    
    
    
    (2
    )
    
    
    
    
    
    
    299
    
    
    
    1,584Balance as of September 30, 2009
    
    $
    150,461
    
    
    $
    13,890
    
    
    $
    718
    
    
    $
    200
    
    
    $
    3,221
    
    
    $
    168,490
  8




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##### Table of Contents



Intangible Assets with Definite Lives
  GrossCarrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    Amount(In thousands)Customer and branding contracts/relationships
    
    $
    158,163
    
    
    $
    (76,897
    )
    
    $
    81,266Deferred financing costs
    
    
    14,535
    
    
    
    (7,148
    )
    
    
    7,387Exclusive license agreements
    
    
    5,475
    
    
    
    (3,074
    )
    
    
    2,401Non-compete agreements
    
    
    429
    
    
    
    (149
    )
    
    
    280Total
    
    $
    178,602
    
    
    $
    (87,268
    )
    
    $
    91,334
 (7) Accrued Liabilities
  September 30, 2009
    
    
    December 31, 2008(In thousands)Accrued merchant fees
    
    $
    11,475
    
    
    $
    10,291Accrued compensation
    
    
    6,552
    
    
    
    3,396Accrued armored fees
    
    
    4,772
    
    
    
    5,372Accrued maintenance fees
    
    
    4,060
    
    
    
    4,273Accrued interest expense
    
    
    3,480
    
    
    
    10,643Accrued merchant settlement amounts
    
    
    3,098
    
    
    
    3,111Accrued cash rental and management fees
    
    
    2,978
    
    
    
    3,693Accrued processing costs
    
    
    1,916
    
    
    
    1,804Accrued interest rate swap payments
    
    
    1,876
    
    
    
    1,836Accrued ATM telecommunications costs
    
    
    1,376
    
    
    
    1,916Accrued purchases
    
    
    959
    
    
    
    1,085Other accrued expenses
    
    
    4,207
    
    
    
    7,754Total
    
    $
    46,749
    
    
    $
    55,174
 (8) Long-Term Debt
  September 30, 2009
    
    
    December 31, 2008(In thousands)Revolving credit facility
    
    $
    17,000
    
    
    $
    43,500Senior subordinated notes due August 2013 (net
of unamortized discounts of $2.9 million and
$3.4 million as of September 30, 2009 and
December 31, 2008)
    
    
    297,085
    
    
    
    296,637Other
    
    
    6,860
    
    
    
    6,052Total
    
    
    320,945
    
    
    
    346,189Less: current portion
    
    
    1,771
    
    
    
    1,373Total long-term debt, excluding current portion
    
    $
    319,174
    
    
    $
    344,816
 Revolving Credit Facility
   9




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##### Table of Contents



Other Facilities
 Cardtronics Mexico equipment financing agreements.
 Bank Machine overdraft facility.
 (9) Asset Retirement Obligations
  (in thousands)
 Asset retirement obligation as of January 1, 2009
    
    $
    21,069Additional obligations
    
    
    2,351Accretion expense
    
    
    1,486Payments
    
    
    (2,274
    )Foreign currency translation adjustments
    
    
    727Asset retirement obligation as of September 30, 2009
    
    $
    23,359
 Note 12, Fair Value Measurements
  10




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##### Table of Contents



(10) Other Liabilities
  September 30, 2009
    
    
    December 31, 2008(In thousands)Current Portion of Other Long-Term Liabilities:Interest rate swaps
    
    $
    22,115
    
    
    $
    13,788Obligations associated with acquired unfavorable contracts
    
    
    1,662
    
    
    
    8,203Deferred revenue
    
    
    2,146
    
    
    
    1,879Other
    
    
    136
    
    
    
    432Total
    
    $
    26,059
    
    
    $
    24,302Other Long-Term Liabilities:Interest rate swaps
    
    $
    13,788
    
    
    $
    18,364Deferred revenue
    
    
    2,818
    
    
    
    3,604Other
    
    
    3,672
    
    
    
    1,999Total
    
    $
    20,278
    
    
    $
    23,967
  (11) Derivative Financial Instruments
 Accounting Policy
    WeightedNotional Amounts
    
    
    Notional Amounts
    
    
    Notional Amounts
    
    
    AverageUnited States
    
    
    United Kingdom
    
    
    Consolidated(1)
    
    
    Fixed Rate
    
    
    Term(In thousands)$
    550,000
    
    
    £
    
    
    
    $
    550,000
    
    
    
    4.30
    %
    
    October 1, 2009  December 31, 2009$
    600,000
    
    
    £
    75,000
    
    
    $
    720,777
    
    
    
    3.90
    %
    
    January 1, 2010  December 31, 2010$
    550,000
    
    
    £
    75,000
    
    
    $
    670,777
    
    
    
    3.65
    %
    
    January 1, 2011  December 31, 2011$
    350,000
    
    
    £
    50,000
    
    
    $
    430,518
    
    
    
    3.79
    %
    
    January 1, 2012  December 31, 2012$
    100,000
    
    
    £
    25,000
    
    
    $
    140,259
    
    
    
    3.97
    %
    
    January 1, 2013  December 31, 2013
 (1)
    
    United Kingdom pound sterling amounts have been
converted into United States dollars at $1.610360 to
£1.00, which was the exchange rate in effect as of
September 30, 2009.  11




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##### Table of Contents



Cash Flow Hedging Strategy
   Tabular Disclosures
  Balance Sheet Data
 Liability Derivative InstrumentsSeptember 30, 2009
    
    
    December 31, 2008Derivatives Designated as Hedging
    
    Balance Sheet
    
    
    
    
    
    Balance SheetInstruments
    
    Location
    
    Fair Value
    
    
    Location

    
    Fair Value(In thousands)Interest rate swap contracts
    
    Current portion of other long-term liabilities
    
    $
    22,115
    
    
    Current portion of other long-term liabilities
    
    $
    13,788Interest rate swap contracts
    
    Other long-term liabilities
    
    
    13,788
    
    
    Other long-term liabilities
    
    
    18,364Total
    
    
    
    
    
    $
    35,903
    
    
    
    
    
    
    $
    32,152
   12




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##### Table of Contents



Statements of Operations Data
 Three Months Ended September 30,Amount of Gain (Loss)
    
    
    Location of GainRecognized in OCI on
    
    
    (Loss) Reclassified
    
    Amount of Loss Reclassified fromDerivative Instruments
    
    
    from Accumulated
    
    Accumulated OCI into IncomeDerivatives in Cash Flow
    
    (Effective Portion)
    
    
    OCI into Income
    
    (Effective Portion)Hedging Relationships
    
    2009
    
    
    2008
    
    
    (Effective Portion)
    
    2009
    
    
    2008(In thousands)
    
    
    
    
    (In thousands)Interest rate swap contracts
    
    $
    445
    
    
    $
    (1,067
    )
    
    Cost of ATM operating revenues
    
    $
    (5,732
    )
    
    $
    (3,247
    )Nine Months Ended September 30,Amount of Gain Recognized in
    
    
    Location of GainOCI on Derivative
    
    
    (Loss) Reclassified
    
    Amount of Loss Reclassified fromInstruments (Effective
    
    
    from Accumulated
    
    Accumulated OCI into IncomeDerivatives in Cash Flow
    
    Portion)
    
    
    OCI into Income
    
    (Effective Portion)Hedging Relationships
    
    2009
    
    
    2008
    
    
    (Effective Portion)
    
    2009
    
    
    2008(In thousands)
    
    
    
    
    (In thousands)Interest rate swap contracts
    
    $
    13,019
    
    
    $
    8,906
    
    
    Cost of ATM operating revenues
    
    $
    (16,770
    )
    
    $
    (8,264
    )
   Note 12, Fair Value Measurements
 (12) Fair Value Measurements
  Fair Value MeasurementsTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3(In thousands)Liabilities associated with interest rate swaps
    
    $
    35,903
    
    
    $
    
    
    
    $
    35,903
    
    
    $
    
  13




---



##### Table of Contents



Fair Value MeasurementsTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3(In thousands)Asset retirement
obligations  liabilities
added during the nine
months ended September 30,
2009
    
    $
    2,351
    
    
    $
    
    
    
    $
    
    
    
    $
    2,351
  ash and cash equivalents, accounts and notes receivable, net of the allowance for doubtful
accounts, other current assets, accounts payable, accrued expenses, and other current liabilities.
 Interest rate swaps.
 Additions to asset retirement obligation liability.
  Note 11, Derivative Financial Instruments Note 8, Long-Term Debt
 (13) Commitments and Contingencies
 Legal and Other Regulatory Matters
   14




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##### Table of Contents



Other Commitments
 Asset Retirement Obligations. Note 9, Asset
Retirement Obligations
 (14) Income Taxes
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)Income tax expense
    
    $
    1,251
    
    
    $
    383
    
    
    $
    3,284
    
    
    $
    202Effective tax rate
    
    
    16.1
    %
    
    
    (7.9
    )%
    
    
    44.6
    %
    
    
    (1.5
    )%
   15




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##### Table of Contents



(15) Segment Information
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)EBITDA
    
    $
    30,119
    
    
    $
    19,044
    
    
    $
    74,703
    
    
    $
    54,761Depreciation and accretion expense
    
    
    9,986
    
    
    
    9,978
    
    
    
    29,560
    
    
    
    28,988Amortization expense
    
    
    4,405
    
    
    
    4,657
    
    
    
    13,436
    
    
    
    13,661Interest expense, net, including amortization of
deferred financing costs and bond discounts
    
    
    8,079
    
    
    
    8,444
    
    
    
    24,605
    
    
    
    24,836Income tax expense (benefit)
    
    
    1,251
    
    
    
    383
    
    
    
    3,284
    
    
    
    202Net income (loss) attributable to controlling interests
    
    $
    6,398
    
    
    $
    (4,418
    )
    
    $
    3,818
    
    
    $
    (12,926
    )
  For the Three Month Period Ended September 30, 2009United
    
    
    UnitedStates
    
    
    Kingdom
    
    
    Mexico
    
    
    Eliminations
    
    
    Total(In thousands)Revenue from external customers
    
    $
    104,019
    
    
    $
    19,987
    
    
    $
    4,597
    
    
    $
    
    
    
    $
    128,603Intersegment revenues
    
    
    593
    
    
    
    
    
    
    
    
    
    
    
    (593
    )
    
    
    Cost of revenues
    
    
    71,907
    
    
    
    13,171
    
    
    
    3,276
    
    
    
    (593
    )
    
    
    87,761Selling, general, and administrative expenses
    
    
    7,646
    
    
    
    1,279
    
    
    
    285
    
    
    
    
    
    
    
    9,210Loss on disposal of assets
    
    
    494
    
    
    
    410
    
    
    
    143
    
    
    
    
    
    
    
    1,047EBITDA
    
    
    24,268
    
    
    
    5,099
    
    
    
    889
    
    
    
    (137
    )
    
    
    30,119Depreciation and accretion expense
    
    
    6,680
    
    
    
    2,865
    
    
    
    446
    
    
    
    (5
    )
    
    
    9,986Amortization expense
    
    
    3,940
    
    
    
    454
    
    
    
    11
    
    
    
    
    
    
    
    4,405Interest expense, net
    
    
    6,601
    
    
    
    1,306
    
    
    
    172
    
    
    
    
    
    
    
    8,079Capital expenditures, excluding acquisitions
(1)
    
    $
    5,367
    
    
    $
    2,582
    
    
    $
    1,860
    
    
    $
    
    
    
    $
    9,809
  16




---



##### Table of Contents



For the Three Month Period Ended September 30, 2008United
    
    
    UnitedStates
    
    
    Kingdom
    
    
    Mexico
    
    
    Eliminations
    
    
    Total(In thousands)Revenue from external customers
    
    $
    102,484
    
    
    $
    20,132
    
    
    $
    4,643
    
    
    $
    
    
    
    $
    127,259Intersegment revenues
    
    
    386
    
    
    
    
    
    
    
    
    
    
    
    (386
    )
    
    
    Cost of revenues
    
    
    77,132
    
    
    
    16,572
    
    
    
    3,824
    
    
    
    (386
    )
    
    
    97,142Selling, general, and administrative expenses
    
    
    8,913
    
    
    
    1,204
    
    
    
    270
    
    
    
    
    
    
    
    10,387Loss on disposal of assets
    
    
    402
    
    
    
    1,056
    
    
    
    
    
    
    
    
    
    
    
    1,458EBITDA
    
    
    16,656
    
    
    
    1,177
    
    
    
    397
    
    
    
    814
    
    
    
    19,044Depreciation and accretion expense
    
    
    6,521
    
    
    
    2,992
    
    
    
    471
    
    
    
    (6
    )
    
    
    9,978Amortization expense
    
    
    4,112
    
    
    
    532
    
    
    
    13
    
    
    
    
    
    
    
    4,657Interest expense, net
    
    
    6,786
    
    
    
    1,448
    
    
    
    210
    
    
    
    
    
    
    
    8,444Capital expenditures, excluding acquisitions
(1)
    
    $
    3,237
    
    
    $
    5,896
    
    
    $
    1,585
    
    
    $
    
    
    
    $
    10,718
 For the Nine Month Period Ended September 30, 2009United
    
    
    UnitedStates
    
    
    Kingdom
    
    
    Mexico
    
    
    Eliminations
    
    
    Total(In thousands)Revenue from external customers
    
    $
    303,056
    
    
    $
    52,795
    
    
    $
    12,745
    
    
    $
    
    
    
    $
    368,596Intersegment revenues
    
    
    1,479
    
    
    
    
    
    
    
    
    
    
    
    (1,479
    )
    
    
    Cost of revenues
    
    
    213,937
    
    
    
    36,963
    
    
    
    9,511
    
    
    
    (1,479
    )
    
    
    258,932Selling, general, and
administrative expenses
(2)
    
    
    26,332
    
    
    
    3,564
    
    
    
    753
    
    
    
    
    
    
    
    30,649Loss on disposal of assets
    
    
    1,884
    
    
    
    2,804
    
    
    
    143
    
    
    
    
    
    
    
    4,831EBITDA(2)
    
    
    63,169
    
    
    
    9,447
    
    
    
    2,356
    
    
    
    (269
    )
    
    
    74,703Depreciation and accretion expense
    
    
    20,253
    
    
    
    8,028
    
    
    
    1,294
    
    
    
    (15
    )
    
    
    29,560Amortization expense
    
    
    12,110
    
    
    
    1,296
    
    
    
    30
    
    
    
    
    
    
    
    13,436Interest expense, net
    
    
    20,340
    
    
    
    3,782
    
    
    
    483
    
    
    
    
    
    
    
    24,605Capital expenditures, excluding
acquisitions (1)
    
    $
    11,679
    
    
    $
    6,455
    
    
    $
    2,474
    
    
    $
    
    
    
    $
    20,608
 For the Nine Month Period Ended September 30, 2008United
    
    
    UnitedStates
    
    
    Kingdom
    
    
    Mexico
    
    
    Eliminations
    
    
    Total(In thousands)Revenue from external customers
    
    $
    306,888
    
    
    $
    57,473
    
    
    $
    10,448
    
    
    $
    
    
    
    $
    374,809Intersegment revenues
    
    
    751
    
    
    
    
    
    
    
    
    
    
    
    (751
    )
    
    
    Cost of revenues (3)
    
    
    231,161
    
    
    
    49,138
    
    
    
    8,756
    
    
    
    (751
    )
    
    
    288,304Selling, general, and administrative expenses
    
    
    24,223
    
    
    
    3,670
    
    
    
    845
    
    
    
    
    
    
    
    28,738Loss on disposal of assets
    
    
    1,930
    
    
    
    1,963
    
    
    
    
    
    
    
    
    
    
    
    3,893EBITDA (3)
    
    
    50,966
    
    
    
    2,408
    
    
    
    573
    
    
    
    814
    
    
    
    54,761Depreciation and accretion expense
    
    
    19,217
    
    
    
    8,618
    
    
    
    1,186
    
    
    
    (33
    )
    
    
    28,988Amortization expense
    
    
    12,017
    
    
    
    1,606
    
    
    
    38
    
    
    
    
    
    
    
    13,661Interest expense, net
    
    
    19,896
    
    
    
    4,336
    
    
    
    604
    
    
    
    
    
    
    
    24,836Capital expenditures, excluding acquisitions
(1)
    
    $
    25,195
    
    
    $
    24,128
    
    
    $
    4,348
    
    
    $
    
    
    
    $
    53,671
 
 (1)
    
    Capital expenditure amounts include payments made for
exclusive license agreements, site acquisition
costs, and capital expenditures financed by direct debt. Additionally, capital expenditure amounts for
Mexico are reflected gross of any noncontrolling
interest amounts.(2)
    
    Selling, general, and administrative expenses for the
nine months ended September 30, 2009 includes $1.2
million in severance costs associated with the
departure of the Companys former Chief Executive
Officer in March 2009, which negatively impacted the
Companys EBITDA during the period.(3)
    
    During the second quarter of 2008, the Company
experienced a significant increase in transactions
conducted on its ATMs in the United Kingdom with
counterfeit credit cards. Due to a delay in the
completion of its Europay MasterCard Visa (EMV)
security standard certification with the network whose
brand was on those cards, the Company was liable under
the networks rules for the resulting claims, which
totaled approximately $1.3 million. As a result, cost
of revenues and EBITDA were negatively impacted by the
$1.3 million charge during the nine month period ended
September 30, 2008.  17




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##### Table of Contents



Identifiable Assets:
 September 30, 2009
    
    
    December 31, 2008(In thousands)United States
    
    $
    445,728
    
    
    $
    458,245United Kingdom
    
    
    78,195
    
    
    
    74,876Mexico
    
    
    12,508
    
    
    
    11,736Eliminations
    
    
    (79,236
    )
    
    
    (64,029
    )Total
    
    $
    457,195
    
    
    $
    480,828
 (16)
    
    New Accounting Pronouncements Adopted
 FASB Accounting Standards Codification Generally Accepted Accounting Principles  Overall FASB Accounting
Standards Codification
 Noncontrolling Interests Consolidation  Overall
 Business Combinations. Business Combinations
 Useful Life of Intangible Assets. General Intangibles Other Than Goodwill,
  18




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##### Table of Contents



Unvested Participating Securities. Earnings per Share, Note 4, Earnings per Share
 Interim Disclosures about Fair Value. Financial Instruments Note 12, Fair Value Measurements
 Subsequent Events. Subsequent Events Note 1, General and Basis of
Presentation
 Issued but Not Yet Adopted
 Multiple-Deliverable Revenue Arrangements. Revenue Recognition
 (17) Supplemental Guarantor Financial Information
  Condensed Consolidating Statements of Operations
 Three Months Ended September 30, 2009Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Revenues
    
    $
    
    
    
    $
    104,612
    
    
    $
    24,584
    
    
    $
    (593
    )
    
    $
    128,603Operating costs and expenses
    
    
    1,325
    
    
    
    89,342
    
    
    
    22,340
    
    
    
    (598
    )
    
    
    112,409Operating income (loss)
    
    
    (1,325
    )
    
    
    15,270
    
    
    
    2,244
    
    
    
    5
    
    
    
    16,194Interest expense, net, including amortization of
deferred financing costs and bond discounts
    
    
    1,084
    
    
    
    5,517
    
    
    
    1,478
    
    
    
    
    
    
    
    8,079Equity in earnings of subsidiaries
    
    
    (10,416
    )
    
    
    
    
    
    
    
    
    
    
    10,416
    
    
    
    Other expense, net
    
    
    308
    
    
    
    
    
    
    
    31
    
    
    
    
    
    
    
    339Income before income taxes
    
    
    7,699
    
    
    
    9,753
    
    
    
    735
    
    
    
    (10,411
    )
    
    
    7,776Income tax expense
    
    
    1,179
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    1,251Net income
    
    
    6,520
    
    
    
    9,681
    
    
    
    735
    
    
    
    (10,411
    )
    
    
    6,525Net income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127
    
    
    
    127Net income attributable to controlling interests
and available to common stockholders
    
    $
    6,520
    
    
    $
    9,681
    
    
    $
    735
    
    
    $
    (10,538
    )
    
    $
    6,398
  19




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##### Table of Contents



Three Months Ended September 30, 2008Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Revenues
    
    $
    
    
    
    $
    102,870
    
    
    $
    24,775
    
    
    $
    (386
    )
    
    $
    127,259Operating costs and expenses
    
    
    1,451
    
    
    
    95,629
    
    
    
    26,934
    
    
    
    (392
    )
    
    
    123,622Operating income (loss)
    
    
    (1,451
    )
    
    
    7,241
    
    
    
    (2,159
    )
    
    
    6
    
    
    
    3,637Interest expense, net, including amortization of
deferred financing costs and bond discounts
    
    
    236
    
    
    
    6,550
    
    
    
    1,658
    
    
    
    
    
    
    
    8,444Equity in losses of subsidiaries
    
    
    2,659
    
    
    
    
    
    
    
    
    
    
    
    (2,659
    )
    
    
    Other (income) expense, net
    
    
    (116
    )
    
    
    (118
    )
    
    
    276
    
    
    
    
    
    
    
    42Income (loss) before income taxes
    
    
    (4,230
    )
    
    
    809
    
    
    
    (4,093
    )
    
    
    2,665
    
    
    
    (4,849
    )Income tax expense (benefit)
    
    
    1,008
    
    
    
    (30
    )
    
    
    (595
    )
    
    
    
    
    
    
    383Net income (loss)
    
    
    (5,238
    )
    
    
    839
    
    
    
    (3,498
    )
    
    
    2,665
    
    
    
    (5,232
    )Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (814
    )
    
    
    (814
    )Net income (loss) attributable to controlling
interests and available to common stockholders
    
    $
    (5,238
    )
    
    $
    839
    
    
    $
    (3,498
    )
    
    $
    3,479
    
    
    $
    (4,418
    )
  20




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##### Table of Contents



Condensed Consolidating Statements of Operations  continued
 Nine Months Ended September 30, 2009Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Revenues
    
    $
    
    
    
    $
    304,535
    
    
    $
    65,540
    
    
    $
    (1,479
    )
    
    $
    368,596Operating costs and expenses
    
    
    3,614
    
    
    
    270,902
    
    
    
    64,386
    
    
    
    (1,494
    )
    
    
    337,408Operating income (loss)
    
    
    (3,614
    )
    
    
    33,633
    
    
    
    1,154
    
    
    
    15
    
    
    
    31,188Interest expense, net, including
amortization of deferred
financing costs and bond
discounts
    
    
    2,392
    
    
    
    17,948
    
    
    
    4,265
    
    
    
    
    
    
    
    24,605Equity in losses of subsidiaries
    
    
    (13,265
    )
    
    
    
    
    
    
    
    
    
    
    13,265
    
    
    
    Other (income) expense, net
    
    
    117
    
    
    
    (904
    )
    
    
    (1
    )
    
    
    
    
    
    
    (788
    )Income (loss) before income taxes
    
    
    7,142
    
    
    
    16,589
    
    
    
    (3,110
    )
    
    
    (13,250
    )
    
    
    7,371Income tax expense
    
    
    3,070
    
    
    
    214
    
    
    
    
    
    
    
    
    
    
    
    3,284Net income (loss)
    
    
    4,072
    
    
    
    16,375
    
    
    
    (3,110
    )
    
    
    (13,250
    )
    
    
    4,087Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    269
    
    
    
    269Net income (loss) attributable
to controlling interests and
available to common stockholders
    
    $
    4,072
    
    
    $
    16,375
    
    
    $
    (3,110
    )
    
    $
    (13,519
    )
    
    $
    3,818
 Nine Months Ended September 30, 2008Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Revenues
    
    $
    
    
    
    $
    307,639
    
    
    $
    67,921
    
    
    $
    (751
    )
    
    $
    374,809Operating costs and expenses
    
    
    2,141
    
    
    
    286,407
    
    
    
    75,820
    
    
    
    (784
    )
    
    
    363,584Operating income (loss)
    
    
    (2,141
    )
    
    
    21,232
    
    
    
    (7,899
    )
    
    
    33
    
    
    
    11,225Interest expense, net, including amortization of
deferred financing costs and bond discounts
    
    
    319
    
    
    
    19,577
    
    
    
    4,940
    
    
    
    
    
    
    
    24,836Equity in losses of subsidiaries
    
    
    8,577
    
    
    
    
    
    
    
    
    
    
    
    (8,577
    )
    
    
    Other (income) expense, net
    
    
    (288
    )
    
    
    (354
    )
    
    
    569
    
    
    
    
    
    
    
    (73
    )Income (loss) before income taxes
    
    
    (10,749
    )
    
    
    2,009
    
    
    
    (13,408
    )
    
    
    8,610
    
    
    
    (13,538
    )Income tax expense (benefit)
    
    
    3,024
    
    
    
    106
    
    
    
    (2,928
    )
    
    
    
    
    
    
    202Net income (loss)
    
    
    (13,773
    )
    
    
    1,903
    
    
    
    (10,480
    )
    
    
    8,610
    
    
    
    (13,740
    )Net loss attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (814
    )
    
    
    (814
    )Net income (loss) attributable to controlling
interests and available to common stockholders
    
    $
    (13,773
    )
    
    $
    1,903
    
    
    $
    (10,480
    )
    
    $
    9,424
    
    
    $
    (12,926
    )
  21




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##### Table of Contents



Condensed Consolidating Balance Sheets
 As of September 30, 2009Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Assets:Cash and cash equivalents
    
    $
    40
    
    
    $
    2,824
    
    
    $
    3,277
    
    
    $
    
    
    
    $
    6,141Accounts and notes receivable, net
    
    
    31,436
    
    
    
    21,824
    
    
    
    3,895
    
    
    
    (31,964
    )
    
    
    25,191Other current assets
    
    
    124
    
    
    
    7,043
    
    
    
    7,926
    
    
    
    (6
    )
    
    
    15,087Total current assets
    
    
    31,600
    
    
    
    31,691
    
    
    
    15,098
    
    
    
    (31,970
    )
    
    
    46,419Property and equipment, net
    
    
    
    
    
    
    89,537
    
    
    
    57,148
    
    
    
    (159
    )
    
    
    146,526Intangible assets, net
    
    
    6,881
    
    
    
    78,454
    
    
    
    9,420
    
    
    
    
    
    
    
    94,755Goodwill
    
    
    
    
    
    
    150,461
    
    
    
    14,608
    
    
    
    
    
    
    
    165,069Investments in and advances to subsidiaries
    
    
    (40,034
    )
    
    
    
    
    
    
    
    
    
    
    40,034
    
    
    
    Intercompany receivable (payable)
    
    
    324,627
    
    
    
    9,902
    
    
    
    (6,518
    )
    
    
    (328,011
    )
    
    
    Prepaid expenses, deferred costs, and other assets
    
    
    
    
    
    
    3,479
    
    
    
    947
    
    
    
    
    
    
    
    4,426Total assets
    
    $
    323,074
    
    
    $
    363,524
    
    
    $
    90,703
    
    
    $
    (320,106
    )
    
    $
    457,195Liabilities and Stockholders (Deficit) Equity:Current portion of long-term debt and notes payable
    
    $
    
    
    
    $
    
    
    
    $
    1,771
    
    
    $
    
    
    
    $
    1,771Current portion of capital lease obligations
    
    
    
    
    
    
    413
    
    
    
    
    
    
    
    
    
    
    
    413Current portion of other long-term liabilities
    
    
    
    
    
    
    24,671
    
    
    
    1,388
    
    
    
    
    
    
    
    26,059Accounts payable and accrued liabilities
    
    
    3,739
    
    
    
    63,914
    
    
    
    24,234
    
    
    
    (31,964
    )
    
    
    59,923Total current liabilities
    
    
    3,739
    
    
    
    88,998
    
    
    
    27,393
    
    
    
    (31,964
    )
    
    
    88,166Long-term debt, net of related discounts
    
    
    314,085
    
    
    
    
    
    
    
    5,089
    
    
    
    
    
    
    
    319,174Intercompany payable
    
    
    
    
    
    
    221,216
    
    
    
    106,447
    
    
    
    (327,663
    )
    
    
    Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred tax liability, net
    
    
    13,541
    
    
    
    968
    
    
    
    
    
    
    
    
    
    
    
    14,509Asset retirement obligations
    
    
    
    
    
    
    14,114
    
    
    
    9,245
    
    
    
    
    
    
    
    23,359Other long-term liabilities
    
    
    
    
    
    
    20,178
    
    
    
    100
    
    
    
    
    
    
    
    20,278Total liabilities
    
    
    331,365
    
    
    
    345,474
    
    
    
    148,274
    
    
    
    (359,627
    )
    
    
    465,486Stockholders (deficit) equity
    
    
    (8,291
    )
    
    
    18,050
    
    
    
    (57,571
    )
    
    
    39,521
    
    
    
    (8,291
    )Total liabilities and stockholders (deficit) equity
    
    $
    323,074
    
    
    $
    363,524
    
    
    $
    90,703
    
    
    $
    (320,106
    )
    
    $
    457,195
 As of December 31, 2008Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Assets:Cash and cash equivalents
    
    $
    20
    
    
    $
    3,165
    
    
    $
    239
    
    
    $
    
    
    
    $
    3,424Accounts and notes receivable, net
    
    
    4,815
    
    
    
    22,872
    
    
    
    2,965
    
    
    
    (5,335
    )
    
    
    25,317Other current assets
    
    
    61
    
    
    
    12,245
    
    
    
    10,406
    
    
    
    (5
    )
    
    
    22,707Total current assets
    
    
    4,896
    
    
    
    38,282
    
    
    
    13,610
    
    
    
    (5,340
    )
    
    
    51,448Property and equipment, net
    
    
    
    
    
    
    96,965
    
    
    
    56,640
    
    
    
    (175
    )
    
    
    153,430Intangible assets, net
    
    
    7,612
    
    
    
    90,844
    
    
    
    9,871
    
    
    
    
    
    
    
    108,327Goodwill
    
    
    
    
    
    
    150,462
    
    
    
    13,322
    
    
    
    
    
    
    
    163,784Investments in and advances to subsidiaries
    
    
    (48,700
    )
    
    
    
    
    
    
    
    
    
    
    48,700
    
    
    
    Intercompany receivable (payable)
    
    
    378,319
    
    
    
    12,342
    
    
    
    (7,771
    )
    
    
    (382,890
    )
    
    
    Prepaid expenses, deferred costs, and other assets
    
    
    
    
    
    
    2,899
    
    
    
    940
    
    
    
    
    
    
    
    3,839Total assets
    
    $
    342,127
    
    
    $
    391,794
    
    
    $
    86,612
    
    
    $
    (339,705
    )
    
    $
    480,828Liabilities and Stockholders (Deficit) Equity:Current portion of long-term debt and notes payable
    
    $
    
    
    
    $
    
    
    
    $
    1,373
    
    
    $
    
    
    
    $
    1,373Current portion of capital lease obligations
    
    
    
    
    
    
    757
    
    
    
    
    
    
    
    
    
    
    
    757Current portion of other long-term liabilities
    
    
    
    
    
    
    24,302
    
    
    
    
    
    
    
    
    
    
    
    24,302Accounts payable and accrued liabilities
    
    
    11,035
    
    
    
    51,016
    
    
    
    15,669
    
    
    
    (5,334
    )
    
    
    72,386Total current liabilities
    
    
    11,035
    
    
    
    76,075
    
    
    
    17,042
    
    
    
    (5,334
    )
    
    
    98,818Long-term debt, net of related discounts
    
    
    340,137
    
    
    
    
    
    
    
    4,679
    
    
    
    
    
    
    
    344,816Intercompany payable
    
    
    
    
    
    
    273,346
    
    
    
    109,544
    
    
    
    (382,890
    )
    
    
    Capital lease obligations
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Deferred tax liability, net
    
    
    10,705
    
    
    
    968
    
    
    
    
    
    
    
    
    
    
    
    11,673Asset retirement obligations
    
    
    
    
    
    
    13,247
    
    
    
    7,822
    
    
    
    
    
    
    
    21,069Other long-term liabilities
    
    
    
    
    
    
    23,944
    
    
    
    23
    
    
    
    
    
    
    
    23,967Total liabilities
    
    
    361,877
    
    
    
    387,815
    
    
    
    139,110
    
    
    
    (388,224
    )
    
    
    500,578Stockholders (deficit) equity
    
    
    (19,750
    )
    
    
    3,979
    
    
    
    (52,498
    )
    
    
    48,519
    
    
    
    (19,750
    )Total liabilities and stockholders (deficit) equity
    
    $
    342,127
    
    
    $
    391,794
    
    
    $
    86,612
    
    
    $
    (339,705
    )
    
    $
    480,828
  22




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##### Table of Contents



Condensed Consolidating Statements of Cash Flows
 Nine Months Ended September 30, 2009Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Net cash provided by (used in) operating activities
    
    $
    (24,966
    )
    
    $
    64,048
    
    
    $
    9,909
    
    
    $
    
    
    
    $
    48,991Additions to property and equipment
    
    
    
    
    
    
    (11,624
    )
    
    
    (8,420
    )
    
    
    
    
    
    
    (20,044
    )Payments for exclusive license agreements and site
acquisition costs
    
    
    
    
    
    
    (56
    )
    
    
    (65
    )
    
    
    
    
    
    
    (121
    )Net cash used in investing activities
    
    
    
    
    
    
    (11,680
    )
    
    
    (8,485
    )
    
    
    
    
    
    
    (20,165
    )Proceeds from issuance of long-term debt
    
    
    46,000
    
    
    
    22,000
    
    
    
    2,312
    
    
    
    (23,000
    )
    
    
    47,312Repayments of long-term debt and capital leases
    
    
    (72,500
    )
    
    
    (74,709
    )
    
    
    (1,013
    )
    
    
    74,130
    
    
    
    (74,092
    )Issuance of long-term notes receivable
    
    
    (23,000
    )
    
    
    
    
    
    
    
    
    
    
    23,000
    
    
    
    Payments received on long-term notes receivable
    
    
    74,130
    
    
    
    
    
    
    
    
    
    
    
    (74,130
    )
    
    
    Repayments of borrowings under bank overdraft
facility, net
    
    
    
    
    
    
    
    
    
    
    (142
    )
    
    
    
    
    
    
    (142
    )Payments received on subscriptions receivable
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34Proceeds from exercises of stock options
    
    
    1,219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,219Debt issuance and modification costs
    
    
    (458
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (458
    )Repurchase of common stock
    
    
    (439
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (439
    )Net cash provided by (used in) financing activities
    
    
    24,986
    
    
    
    (52,709
    )
    
    
    1,157
    
    
    
    
    
    
    
    (26,566
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    457
    
    
    
    
    
    
    
    457Net increase (decrease) in cash and cash equivalents
    
    
    20
    
    
    
    (341
    )
    
    
    3,038
    
    
    
    
    
    
    
    2,717Cash and cash equivalents as of beginning of period
    
    
    20
    
    
    
    3,165
    
    
    
    239
    
    
    
    
    
    
    
    3,424Cash and cash equivalents as of end of period
    
    $
    40
    
    
    $
    2,824
    
    
    $
    3,277
    
    
    $
    
    
    
    $
    6,141
 Nine Months Ended September 30, 2008Non-Parent
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    Total(In thousands)Net cash (used in) provided by operating activities
    
    $
    (10,354
    )
    
    $
    13,571
    
    
    $
    7,747
    
    
    $
    
    
    
    $
    10,964Additions to property and equipment, net of
proceeds from sale of property and equipment
    
    
    
    
    
    
    (25,144
    )
    
    
    (27,632
    )
    
    
    
    
    
    
    (52,776
    )Payments for exclusive license agreements and
site acquisition costs
    
    
    
    
    
    
    (50
    )
    
    
    (845
    )
    
    
    
    
    
    
    (895
    )Investment in subsidiary
    
    
    (1,837
    )
    
    
    
    
    
    
    
    
    
    
    1,837
    
    
    
    Principal payments received under direct financing
leases
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    17Acquisitions, net of cash acquired
    
    
    
    
    
    
    (350
    )
    
    
    
    
    
    
    
    
    
    
    (350
    )Net cash used in investing activities
    
    
    (1,837
    )
    
    
    (25,544
    )
    
    
    (28,460
    )
    
    
    1,837
    
    
    
    (54,004
    )Proceeds from issuance of long-term debt
    
    
    103,500
    
    
    
    53,899
    
    
    
    19,853
    
    
    
    (73,916
    )
    
    
    103,336Repayments of long-term debt
    
    
    (68,400
    )
    
    
    (53,077
    )
    
    
    (453
    )
    
    
    52,177
    
    
    
    (69,753
    )Issuance of long-term notes receivable
    
    
    (73,916
    )
    
    
    
    
    
    
    
    
    
    
    73,916
    
    
    
    Payments received on long-term notes receivable
    
    
    52,177
    
    
    
    
    
    
    
    
    
    
    
    (52,177
    )
    
    
    Repayments of borrowings under bank overdraft
facility, net
    
    
    
    
    
    
    
    
    
    
    (2,961
    )
    
    
    
    
    
    
    (2,961
    )Payments received on subscriptions receivable
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101Proceeds from exercises of stock options
    
    
    362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362Issuance of common stock
    
    
    
    
    
    
    
    
    
    
    1,837
    
    
    
    (1,837
    )
    
    
    Noncontrolling interest stockholder capital contribution
    
    
    
    
    
    
    
    
    
    
    1,662
    
    
    
    
    
    
    
    1,662Equity offering costs
    
    
    (1,489
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,489
    )Debt issuance and modification costs
    
    
    (195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195
    )Net cash provided by financing activities
    
    
    12,140
    
    
    
    822
    
    
    
    19,938
    
    
    
    (1,837
    )
    
    
    31,063Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (257
    )Net decrease in cash and cash equivalents
    
    
    (51
    )
    
    
    (11,151
    )
    
    
    (1,032
    )
    
    
    
    
    
    
    (12,234
    )Cash and cash equivalents at beginning of period
    
    
    76
    
    
    
    11,576
    
    
    
    1,787
    
    
    
    
    
    
    
    13,439Cash and cash equivalents at end of period
    
    $
    25
    
    
    $
    425
    
    
    $
    755
    
    
    $
    
    
    
    $
    1,205
  23




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
 Certain statements and information in this Quarterly Report on Form 10-Q (this Form 10-Q)
may constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The words believe, expect, anticipate, plan, intend, foresee,
should, would, could or other similar expressions are intended to identify forward-looking
statements, which are generally not historical in nature. These forward-looking statements are
based on our current expectations and beliefs concerning future developments and their potential
effect on us. While management believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments affecting us will be those that
we currently anticipate. All comments concerning our expectations for future revenues and
operating results are based on our forecasts for our existing operations and do not include the
potential impact of any future acquisitions. Our forward-looking statements involve significant
risks and uncertainties (some of which are beyond our control) and assumptions that could cause
actual results to differ materially from our historical experience and our present expectations or
projections. Important factors that could cause actual results to differ materially from those in
the forward-looking statements include, but are not limited to, those summarized below:
 
    
    our financial outlook and the financial outlook of the ATM industry;
 
    
    our ability to expand our bank branding and surcharge-free service offerings;
 
    
    our ability to provide new ATM solutions to financial institutions;
 
    
    our ATM vault cash rental needs, including potential liquidity issues with our vault
cash providers;
 
    
    the implementation of our corporate strategy;
 
    
    our ability to compete successfully with our competitors;
 
    
    our financial performance;
 
    
    our ability to strengthen existing customer relationships and reach new customers;
 
    
    our ability to meet the service levels required by our service level agreements with our
customers;
 
    
    our ability to pursue and successfully integrate acquisitions;
 
    
    our ability to expand internationally;
 
    
    our ability to prevent security breaches;
 
    
    changes in interest rates, foreign currency rates and regulatory requirements; and
 
    
    the additional risks we are exposed to in our armored
courier operations.
 Other factors that could cause our actual results to differ from our projected results are
described in (1) our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (2008
Form 10-K) and modifications in our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2009, (2) our reports and registration statements filed from time to time with the
Securities and Exchange Commission (SEC) and (3) other announcements we make from time to time.
 Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date hereof. We undertake no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
  24




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  Economic and Strategic Update
  Stable and recurring nature of our business.
 Strong liquidity position
 Product diversification.
   25




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##### Table of Contents



Recent Events
 Foreign Currency Exchange Rates.
 Stock Repurchase Program.
 Expansion into Puerto Rico.
  26




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:ATM operating revenues
    
    
    98.1
    %
    
    
    96.3
    %
    
    
    98.0
    %
    
    
    96.5
    %ATM product sales and other revenues
    
    
    1.9
    
    
    
    3.7
    
    
    
    2.0
    
    
    
    3.5Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0Cost of revenues:Cost of ATM operating revenues (exclusive of depreciation,
accretion, and amortization, shown separately below)
(1)
    
    
    66.2
    
    
    
    73.1
    
    
    
    68.2
    
    
    
    73.7Cost of ATM product sales and other revenues
    
    
    2.1
    
    
    
    3.2
    
    
    
    2.1
    
    
    
    3.2Total cost of revenues
    
    
    68.2
    
    
    
    76.3
    
    
    
    70.2
    
    
    
    76.9Gross profit
    
    
    31.8
    
    
    
    23.7
    
    
    
    29.8
    
    
    
    23.1Operating expenses:Selling, general, and administrative expenses (2)
    
    
    7.2
    
    
    
    8.2
    
    
    
    8.3
    
    
    
    7.7Depreciation and accretion expense
    
    
    7.8
    
    
    
    7.8
    
    
    
    8.0
    
    
    
    7.7Amortization expense
    
    
    3.4
    
    
    
    3.7
    
    
    
    3.6
    
    
    
    3.6Loss on disposal of assets
    
    
    0.8
    
    
    
    1.1
    
    
    
    1.3
    
    
    
    1.0Total operating expenses
    
    
    19.2
    
    
    
    20.8
    
    
    
    21.3
    
    
    
    20.1Income from operations
    
    
    12.6
    
    
    
    2.9
    
    
    
    8.5
    
    
    
    3.0Other expense (income):Interest expense, net
    
    
    5.8
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    6.2Amortization of deferred financing costs and bond discounts
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4Other expense (income)
    
    
    0.3
    
    
    
    0.0
    
    
    
    (0.2
    )
    
    
    0.0Total other expense
    
    
    6.5
    
    
    
    6.7
    
    
    
    6.5
    
    
    
    6.6Income (loss) before income taxes
    
    
    6.0
    
    
    
    (3.8
    )
    
    
    2.0
    
    
    
    (3.6
    )Income tax expense
    
    
    1.0
    
    
    
    0.3
    
    
    
    0.9
    
    
    
    0.1Net income (loss)
    
    
    5.1
    
    
    
    (4.1
    )
    
    
    1.1
    
    
    
    (3.7
    )Net income (loss) attributable to noncontrolling interests
    
    
    0.1
    
    
    
    (0.6
    )
    
    
    0.1
    
    
    
    (0.2
    )Net income (loss) attributable to controlling interests and
available to common stockholders
    
    
    5.0
    %
    
    
    (3.5
    )%
    
    
    1.0
    %
    
    
    (3.4
    )%
 
 (1)
    
    Excludes effects of depreciation, accretion, and
amortization expense of $12.7 million and
$13.3 million for the three month periods ended
September 30, 2009 and 2008, respectively, and $38.0
million and $38.9 million for the nine month periods
ended September 30, 2009 and 2008, respectively. The
inclusion of this depreciation, accretion, and
amortization expense in Cost of ATM operating revenues
would have increased our Cost of ATM operating
revenues as a percentage of total revenues by 9.8% and
10.5% for the three month periods ended September 30,
2009 and 2008, respectively, and by 10.3% and 10.4%
for the nine month periods ended September 30, 2009
and 2008, respectively.(2)
    
    Nine months ended September 30, 2009 includes effects
of $1.2 million in severance costs associated with the
departure of our former CEO during March 2009.  27




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##### Table of Contents



Key Operating Metrics
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Average number of transacting ATMs:United States: Company-owned
    
    
    18,156
    
    
    
    18,042
    
    
    
    18,201
    
    
    
    17,983United States: Merchant-owned
    
    
    10,054
    
    
    
    10,641
    
    
    
    10,110
    
    
    
    10,781United Kingdom
    
    
    2,630
    
    
    
    2,518
    
    
    
    2,581
    
    
    
    2,389Mexico
    
    
    2,155
    
    
    
    1,905
    
    
    
    2,125
    
    
    
    1,645Total average number of transacting ATMs
    
    
    32,995
    
    
    
    33,106
    
    
    
    33,017
    
    
    
    32,798Total transactions (in thousands)
    
    
    99,794
    
    
    
    91,853
    
    
    
    285,647
    
    
    
    264,678Total cash withdrawal transactions (in thousands)
    
    
    63,558
    
    
    
    59,095
    
    
    
    183,169
    
    
    
    171,694Average monthly cash withdrawal transactions per average transacting ATM
    
    
    642
    
    
    
    595
    
    
    
    616
    
    
    
    582Per ATM per month:ATM operating revenues (1)
    
    $
    1,275
    
    
    $
    1,234
    
    
    $
    1,215
    
    
    $
    1,226Cost of ATM operating revenues (exclusive of depreciation,
accretion, and amortization) (2)
    
    
    860
    
    
    
    937
    
    
    
    846
    
    
    
    936ATM operating gross profit (2)(3)
    
    $
    415
    
    
    $
    297
    
    
    $
    369
    
    
    $
    290ATM operating gross profit margin (exclusive of depreciation,
accretion, and amortization)
    
    
    32.6
    %
    
    
    24.1
    %
    
    
    30.4
    %
    
    
    23.6
    %ATM operating gross profit margin (inclusive of depreciation,
accretion, and amortization)
    
    
    22.5
    %
    
    
    13.2
    %
    
    
    19.9
    %
    
    
    12.8
    %
 
 (1)
    
    ATM operating revenues per ATM per
month were negatively affected by
the foreign currency exchange rate
movements between the three and nine
month periods ended September 30,
2009 and 2008. Excluding the impact
of foreign currency exchange
movement, the ATM operating revenues
for the three and nine month periods
ended September 30, 2009 would have
been $1,320 and $1,274,
respectively.(2)
    
    Excludes effects of depreciation,
accretion, and amortization expense
of $12.7 million and $13.3 million
for the three month periods ended
September 30, 2009 and 2008,
respectively, and $38.0 million and
$38.9 million for the nine month
periods ended September 30, 2009 and
2008, respectively. The inclusion of
this depreciation, accretion, and
amortization expense in Cost of ATM
operating revenues would have
increased our Cost of ATM operating
revenues per ATM per month and
decreased our ATM operating gross
profit per ATM per month by $128 and
$134 for the three month periods
ended September 30, 2009 and 2008,
respectively, and by $128 and $132
for the nine month periods ended
September 30, 2009 and 2008,
respectively. The decline in Cost of
ATM operating revenues per ATM per
month was due to foreign currency
exchange rate movements between the
three and nine month periods ended
September 30, 2009 and 2008, as well
as lower vault cash interest costs
and other operating cost reductions.(3)
    
    ATM operating gross profit is a
measure of profitability that uses
only the revenue and expenses that
related to operating the ATMs in our
portfolio. Revenues and expenses
from ATM equipment sales and other
ATM-related services are not
included.  28




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##### Table of Contents



Revenues
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)ATM operating revenues
    
    $
    126,194
    
    
    $
    122,608
    
    
    
    2.9
    %
    
    $
    361,136
    
    
    $
    361,773
    
    
    
    (0.2
    )%ATM product sales and other revenues
    
    
    2,409
    
    
    
    4,651
    
    
    
    (48.2
    )%
    
    
    7,460
    
    
    
    13,036
    
    
    
    (42.8
    )%Total revenues
    
    $
    128,603
    
    
    $
    127,259
    
    
    
    1.1
    %
    
    $
    368,596
    
    
    $
    374,809
    
    
    
    (1.7
    )%
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 ATM operating revenues.
 Variance: Three Months Ended September 30, 2009 toThree Months Ended September 30, 2008U.S.
    
    
    U.K.
    
    
    Mexico
    
    
    TotalIncrease (decrease)(In thousands)Surcharge revenue
    
    $
    (2,850
    )
    
    $
    (1,062
    )
    
    $
    879
    
    
    $
    (3,033
    )Interchange revenue
    
    
    1,732
    
    
    
    981
    
    
    
    (176
    )
    
    
    2,537Bank
branding and surcharge-free network revenues
    
    
    3,619
    
    
    
    
    
    
    
    (1
    )
    
    
    3,618Other
revenues
    
    
    (100
    )
    
    
    1
    
    
    
    563
    
    
    
    464Total increase (decrease) in ATM operating revenues
    
    $
    2,401
    
    
    $
    (80
    )
    
    $
    1,265
    
    
    $
    3,586
 United States
 United Kingdom
 Mexico
 ATM product sales and other revenues.
  29




---



##### Table of Contents



Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 ATM operating revenues.
 Variance: Nine Months Ended September 30, 2009 toNine Months Ended September 30, 2008U.S.
    
    
    U.K.
    
    
    Mexico
    
    
    TotalIncrease (decrease)(In thousands)Surcharge revenue
    
    $
    (9,062
    )
    
    $
    (5,133
    )
    
    $
    2,792
    
    
    $
    (11,403
    )Interchange revenue
    
    
    2,998
    
    
    
    563
    
    
    
    191
    
    
    
    3,752Bank
branding and surcharge-free network revenues
    
    
    7,009
    
    
    
    
    
    
    
    (5
    )
    
    
    7,004Other
revenues
    
    
    (553
    )
    
    
    
    
    
    
    563
    
    
    
    10Total increase (decrease) in ATM operating revenues
    
    $
    392
    
    
    $
    (4,570
    )
    
    $
    3,541
    
    
    $
    (637
    )
 United States
  United Kingdom
 Mexico
  30




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##### Table of Contents



ATM product sales and other revenues.
 Cost of Revenues
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Cost of ATM operating revenues (exclusive
of depreciation, accretion, and
amortization)
    
    $
    85,083
    
    
    $
    93,078
    
    
    
    (8.6
    )%
    
    $
    251,287
    
    
    $
    276,414
    
    
    
    (9.1
    )%Cost of ATM product sales and other revenues
    
    
    2,678
    
    
    
    4,064
    
    
    
    (34.1
    )%
    
    
    7,645
    
    
    
    11,890
    
    
    
    (35.7
    )%Total cost of revenues (exclusive of
depreciation, accretion, and amortization)
    
    $
    87,761
    
    
    $
    97,142
    
    
    
    (9.7
    )%
    
    $
    258,932
    
    
    $
    288,304
    
    
    
    (10.2
    )%
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization).
 Variance: Three Months Ended September 30, 2009 toThree Months Ended September 30, 2008U.S.
    
    
    U.K.
    
    
    Mexico
    
    
    TotalIncrease (decrease)(In thousands)Merchant commissions
    
    $
    (1,940
    )
    
    $
    (585
    )
    
    $
    290
    
    
    $
    (2,235
    )Vault cash rental expense
    
    
    (1,292
    )
    
    
    (2,133
    )
    
    
    (101
    )
    
    
    (3,526
    )Other cost of cash
    
    
    (1,229
    )
    
    
    (226
    )
    
    
    (17
    )
    
    
    (1,472
    )Repairs and maintenance
    
    
    (295
    )
    
    
    (155
    )
    
    
    64
    
    
    
    (386
    )Communications
    
    
    (197
    )
    
    
    (264
    )
    
    
    33
    
    
    
    (428
    )Transaction processing
    
    
    (173
    )
    
    
    142
    
    
    
    (59
    )
    
    
    (90
    )Stock-based compensation
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    (21
    )Other expenses
    
    
    351
    
    
    
    (184
    )
    
    
    (4
    )
    
    
    163Total increase (decrease) in cost of ATM operating revenues
    
    $
    (4,796
    )
    
    $
    (3,405
    )
    
    $
    206
    
    
    $
    (7,995
    )
 United States
   31




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##### Table of Contents



United Kingdom
  Mexico
 Cost of ATM product sales and other revenues.
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization).
 Variance: Nine Months Ended September 30, 2009 toNine Months Ended September 30, 2008U.S.
    
    
    U.K.
    
    
    Mexico
    
    
    TotalIncrease (decrease)(In thousands)Merchant commissions
    
    $
    (6,586
    )
    
    $
    (1,921
    )
    
    $
    791
    
    
    $
    (7,716
    )Vault cash rental expense
    
    
    (4,632
    )
    
    
    (6,793
    )
    
    
    183
    
    
    
    (11,242
    )Other cost of cash
    
    
    (1,403
    )
    
    
    (530
    )
    
    
    95
    
    
    
    (1,838
    )Repairs and maintenance
    
    
    259
    
    
    
    88
    
    
    
    379
    
    
    
    726Communications
    
    
    (790
    )
    
    
    (1,153
    )
    
    
    118
    
    
    
    (1,825
    )Transaction processing
    
    
    (1,135
    )
    
    
    (273
    )
    
    
    59
    
    
    
    (1,349
    )Stock-based compensation
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    166Other expenses
    
    
    (480
    )
    
    
    (1,586
    )
    
    
    17
    
    
    
    (2,049
    )Total increase (decrease) in cost of ATM operating revenues
    
    $
    (14,601
    )
    
    $
    (12,168
    )
    
    $
    1,642
    
    
    $
    (25,127
    )
  32




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##### Table of Contents



United States
 United Kingdom
 Mexico
 Cost of ATM product sales and other revenues.
 Gross Profit Margin
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008ATM operating gross profit margin:Exclusive of depreciation, accretion, and amortization
    
    
    32.6
    %
    
    
    24.1
    %
    
    
    30.4
    %
    
    
    23.6
    %Inclusive of depreciation, accretion, and amortization
    
    
    22.5
    %
    
    
    13.2
    %
    
    
    19.9
    %
    
    
    12.8
    %ATM product sales and other revenues gross profit margin
    
    
    (11.2
    )%
    
    
    12.6
    %
    
    
    (2.5
    )%
    
    
    8.8
    %Total gross profit margin:Exclusive of depreciation, accretion, and amortization
    
    
    31.8
    %
    
    
    23.7
    %
    
    
    29.8
    %
    
    
    23.1
    %Inclusive of depreciation, accretion, and amortization
    
    
    21.9
    %
    
    
    13.2
    %
    
    
    19.4
    %
    
    
    12.7
    %
 ATM operating gross profit margin
   33




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##### Table of Contents



ATM product sales and other revenues gross profit margin.
 Selling, General, and Administrative Expenses
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Selling, general, and administrative expenses
    
    $
    8,160
    
    
    $
    9,258
    
    
    
    (11.9
    )%
    
    $
    27,863
    
    
    $
    26,995
    
    
    
    3.2
    %Stock-based compensation
    
    
    1,050
    
    
    
    1,129
    
    
    
    (7.0
    )%
    
    
    2,786
    
    
    
    1,743
    
    
    
    59.8
    %Total selling, general, and administrative expenses
    
    $
    9,210
    
    
    $
    10,387
    
    
    
    (11.3
    )%
    
    $
    30,649
    
    
    $
    28,738
    
    
    
    6.6
    %Percentage of total revenues:Selling, general, and administrative expenses
    
    
    6.3
    %
    
    
    7.3
    %
    
    
    
    
    
    
    7.6
    %
    
    
    7.2
    %Stock-based compensation
    
    
    0.8
    %
    
    
    0.9
    %
    
    
    
    
    
    
    0.8
    %
    
    
    0.5
    %Total selling, general, and administrative expenses
    
    
    7.2
    %
    
    
    8.2
    %
    
    
    
    
    
    
    8.3
    %
    
    
    7.7
    %
 Selling, general, and administrative expenses (SG&A expenses), excluding stock-based
compensation.
 Stock-based compensation. Item 1,
Notes to Consolidated Financial Statements, Note 3, Stock-Based Compensation
 Depreciation and Accretion Expense
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Depreciation expense
    
    $
    9,473
    
    
    $
    9,571
    
    
    
    (1.0
    )%
    
    $
    28,074
    
    
    $
    27,755
    
    
    
    1.1
    %Accretion expense
    
    
    513
    
    
    
    407
    
    
    
    26.0
    %
    
    
    1,486
    
    
    
    1,233
    
    
    
    20.5
    %Depreciation and accretion expense
    
    $
    9,986
    
    
    $
    9,978
    
    
    
    0.1
    %
    
    $
    29,560
    
    
    $
    28,988
    
    
    
    2.0
    %Percentage of total revenues:Depreciation expense
    
    
    7.4
    %
    
    
    7.5
    %
    
    
    
    
    
    
    7.6
    %
    
    
    7.4
    %Accretion expense
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    
    
    
    
    0.4
    %
    
    
    0.3
    %Total depreciation and accretion expense
    
    
    7.8
    %
    
    
    7.8
    %
    
    
    
    
    
    
    8.0
    %
    
    
    7.7
    %
 Depreciation expense.
 Accretion expense.
  34




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##### Table of Contents



Amortization Expense
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Amortization expense
    
    $
    4,405
    
    
    $
    4,657
    
    
    
    (5.4
    )%
    
    $
    13,436
    
    
    $
    13,661
    
    
    
    (1.6
    )%Percentage of total revenues
    
    
    3.4
    %
    
    
    3.7
    %
    
    
    
    
    
    
    3.6
    %
    
    
    3.6
    %
  Loss on Disposal of Assets
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Loss on disposal of assets
    
    $
    1,047
    
    
    $
    1,458
    
    
    
    (28.2
    )%
    
    $
    4,831
    
    
    $
    3,893
    
    
    
    24.1
    %Percentage of total revenues
    
    
    0.8
    %
    
    
    1.1
    %
    
    
    
    
    
    
    1.3
    %
    
    
    1.0
    %
  Interest Expense, Net
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Interest expense, net
    
    $
    7,473
    
    
    $
    7,913
    
    
    
    (5.6
    )%
    
    $
    22,828
    
    
    $
    23,267
    
    
    
    (1.9
    )%Amortization of deferred
financing costs and bond
discounts
    
    
    606
    
    
    
    531
    
    
    
    14.1
    %
    
    
    1,777
    
    
    
    1,569
    
    
    
    13.3
    %Total interest expense, net
    
    $
    8,079
    
    
    $
    8,444
    
    
    
    (4.3
    )%
    
    $
    24,605
    
    
    $
    24,836
    
    
    
    (0.9
    )%Percentage of total revenues
    
    
    6.3
    %
    
    
    6.6
    %
    
    
    
    
    
    
    6.7
    %
    
    
    6.6
    %
 Interest expense, net.
 Amortization of deferred financing costs and bond discounts.
  35




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##### Table of Contents



Income Tax Expense
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    % Change
    
    
    2009
    
    
    2008
    
    
    % Change(In thousands)
    
    
    
    
    
    
    (In thousands)Income tax expense
    
    $
    1,251
    
    
    $
    383
    
    
    
    165.5
    %
    
    $
    3,284
    
    
    $
    202
    
    
    
    1409.9
    %Effective tax rate
    
    
    16.1
    %
    
    
    (7.9
    )%
    
    
    
    
    
    
    44.6
    %
    
    
    (1.5
    )%
  Liquidity and Capital Resources
 Overview
   Financing Facilities
 Operating Activities
  Investing Activities
   36




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##### Table of Contents



Anticipated Future Capital Expenditures.
 Financing Activities
 Investing
Activities
 Financing Facilities
  Revolving credit facility.
  Bank Machine overdraft facility.
  37




---



##### Table of Contents



Cardtronics Mexico equipment financing agreements.
 Capital lease agreements.
 New Accounting Standards
 Item 1, Notes to Consolidated
Financial Statements, Note 16, New Accounting Pronouncements
  38




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk
 Vault cash rental expense.
  WeightedNotional Amounts
    
    
    Notional Amounts
    
    
    Notional Amounts
    
    
    AverageUnited States
    
    
    United Kingdom
    
    
    Consolidated(1)
    
    
    Fixed Rate
    
    
    Term(In thousands)$
    550,000
    
    
    £
    
    
    
    $
    550,000
    
    
    
    4.30
    %
    
    October 1, 2009  December 31, 2009$
    600,000
    
    
    £
    75,000
    
    
    $
    720,777
    
    
    
    3.90
    %
    
    January 1, 2010  December 31, 2010$
    550,000
    
    
    £
    75,000
    
    
    $
    670,777
    
    
    
    3.65
    %
    
    January 1, 2011  December 31, 2011$
    350,000
    
    
    £
    50,000
    
    
    $
    430,518
    
    
    
    3.79
    %
    
    January 1, 2012  December 31, 2012$
    100,000
    
    
    £
    25,000
    
    
    $
    140,259
    
    
    
    3.97
    %
    
    January 1, 2013  December 31, 2013
 (1)
    
    United Kingdom pound sterling amounts have been converted
into United States dollars at $1.610360 to £1.00, which was
the exchange rate in effect as of September 30, 2009.  Additional Interest
    
    
    Additional Interest IncurredIncurred on 100 Basis
    
    
    on 100 Basis Point IncreasePoint Increase
    
    
    (Including Impact of AllVault Cash Balance as of
    
    
    (Excluding Impact of
    
    

Interest
Rate Swaps CurrentlySeptember 30, 2009
    
    
    Interest Rate Swaps)
    
    

under
Contract)(Functional
    
    
    
    
    
    
    (Functional
    
    
    
    
    
    
    (Functionalcurrency)
    
    
    (U.S. dollars)
    
    
    currency)
    
    
    (U.S. dollars)
    
    
    currency)
    
    
    (U.S. dollars)(In millions)
    
    
    (In millions)
    
    
    (In millions)United States
    
    $
    887.0
    
    
    $
    887.0
    
    
    $
    8.9
    
    
    $
    8.9
    
    
    $
    2.9
    
    
    $
    2.9United Kingdom (1)
    
    £
    99.2
    
    
    
    159.7
    
    
    £
    1.0
    
    
    
    1.6
    
    
    £
    0.2
    
    
    
    0.4Mexico
    
    p $
    327.1
    
    
    
    24.1
    
    
    p $
    3.3
    
    
    
    0.2
    
    
    p $
    3.3
    
    
    
    0.2Total
    
    
    
    
    
    $
    1,070.8
    
    
    
    
    
    
    $
    10.7
    
    
    
    
    
    
    $
    3.5
 (1)
    
    The interest rate swaps in the United Kingdom, although in place as of September 30, 2009, are not effective until January 1, 2010. Item 1, Notes to Consolidated Financial Statements,
Note 11, Derivative Financial Instruments Note 12, Fair Value Measurements
  Interest expense.
  39




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##### Table of Contents



Outlook.
 Foreign Currency Exchange Risk
  Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations  Results of Operations
   40




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##### Table of Contents



Item 4. Controls and Procedures
 Managements Quarterly Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   41




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Part I., Item I., Financial
Information, Notes to Consolidated Financial Statements, Note 13, Commitments and Contingencies.
 
 Item 1a. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
 Total Number of
    
    
    Approximate DollarTotal Number
    
    
    Average
    
    
    Shares Purchased as
    
    
    Value that May Yetof Shares
    
    
    Price Paid
    
    
    Part of a Publicly
    
    
    be Purchased UnderPeriod
    
    Purchased
    
    
    Per Share
    
    
    Announced Program
    
    
    the Program(1) (2)July 1  31, 2009
    
    
    7,865
    (3)
    
    $
    3.42
    (4)
    
    
    7,865
    
    
    $
    9,882,410August 1  31, 2009
    
    
    1,000
    (5)
    
    $
    7.52
    (6)
    
    
    
    
    
    $
    9,882,410September 1   30, 2009
    
    
    1,789
    (5)
    
    $
    7.75
    (6)
    
    
    
    
    
    $
    9,882,410Total
    
    
    10,654
    
    
    $
    4.53
    
    
    
    7,865
 
 (1)
    
    In February 2009, our Board of Directors approved a common stock repurchase program
up to an aggregate of $10.0 million. The shares will be repurchased from time to
time in open market transactions or privately negotiated transactions at our
discretion. The share repurchase program will expire on March 31, 2010, unless
extended or terminated earlier by our Board of Directors.(2)
    
    In connection with the lapsing of the forfeiture restrictions on restricted shares
granted by us under our 2007 Stock Incentive Plan, which was adopted in December
2007 and expires in December 2017, we permitted employees to sell a portion of
their shares to us in order to satisfy their tax liabilities that arose as a
consequence of the lapsing of the forfeiture restrictions. In future periods, we
may not permit our employees to sell their shares to us in order to satisfy such
tax liabilities. Furthermore, since the number of restricted shares that will
become unrestricted each year is dependent upon the continued employment of the
award recipients, we cannot forecast either the total amount of such securities or
the approximate dollar value of those securities that we might purchase in future
years as the forfeiture restrictions on such shares lapse.(3)
    
    Represents shares repurchased by us pursuant to our common stock repurchase program.(4)
    
    The price paid per share was based on the average high and low trading prices of
the Companys common stock on the dates on which we repurchased shares under our
common stock repurchase program.(5)
    
    Represents shares surrendered to us by participants in our 2007 Stock Incentive
Plan to settle the participants personal tax liabilities that resulted from the
lapsing of restrictions on shares awarded to the participants under the plan.(6)
    
    The price paid per share was based on the weighted average of the high and low
trading price of our common stock on August 13, 2009 and September 5, 2009, which
represent the dates the restrictions lapsed on such shares. 
 Item 6. Exhibits
   42




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##### Table of Contents



SIGNATURES
  CARDTRONICS, INC.October 28, 2009
    /s/ J. Chris BrewsterJ. Chris Brewster(Duly Authorized Officer and
Principal Financial Officer) October 28, 2009
    /s/ Tres ThompsonTres ThompsonChief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)  43




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    
    Third Amended and Restated Certificate of Incorporation of Cardtronics, Inc.
(incorporated herein by reference to Exhibit 3.1 of the Current Report on
Form 8-K filed by Cardtronics, Inc. on December 14, 2007, File No.
001-33864).3.2
    
    
    Second Amended and Restated Bylaws of Cardtronics, Inc. (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by
Cardtronics, Inc. on December 14, 2007, File No. 001-33864).10.1
    
    
    Cardtronics, Inc. 2009 Annual Executive Cash Incentive Plan effective August
11, 2009 (incorporated herein by reference to Exhibit 10.1 of the Current
Report on Form 8-K filed by Cardtonics, Inc. on August 14, 2009, File No.
001-33864).*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 and 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.
  44