Supplemental Guarantor Financial Information | (18) Supplemental Guarantor Financial Information The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and its CFC Subsidiaries (as defined in the indenture to the 2025 Notes). The guarantees of the 2025 Notes by any Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the Guarantor, (ii) the disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under the Indenture as a restricted subsidiary of the Company, (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the Indenture, (v) the liquidation or dissolution of the Guarantor, or (vi) provided the Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company or another Guarantor. A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge into another company (other than the Company or another Guarantor) unless no default under the Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the Indenture. On March 2, 2020, the SEC made significant changes to its disclosure requirements relating to registered securities that are guaranteed. The new rules, adopted by the Company in conjunction with its Form 10-Q for the period ended March 31, 2020, changed the form and content of the disclosures, requiring summarized financial information only as of and for the most recently completed fiscal year and subsequent year-to-date interim period. The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income for the three months ended June 30, 2020, the Condensed Consolidating Statements of Comprehensive (Loss) Income for the six months ended June 30, 2020, the Condensed Consolidated Balance Sheets as of June 30, 2020, the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020, and the Summary Financial Information as of and for the year ended December 31, 2019 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii) Cardtronics Inc. and Cardtronics USA, Inc. (“Issuers”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025 Notes Non-Guarantors. Condensed Consolidated Statements of Comprehensive Income Three Months Ended June 30, 2020 Parent Issuers Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ 143,778 $ 56,717 $ 49,230 $ (16,533) $ 233,192 Operating costs and expenses 5,540 143,939 43,516 59,660 (16,829) 235,826 Loss (gain) on disposal and impairment of assets — 122 22 (32) — 112 (Loss) income from operations (5,540) (283) 13,179 $ (10,398) $ 296 $ (2,746) Interest expense (income), net, including amortization of deferred financing costs and note discount — 11,500 3,311 (1,656) 53 13,208 Loss on extinguishment of convertible notes — 3,018 — — — 3,018 Equity in earnings of subsidiaries (788) (8,096) 13,292 10 (4,418) — Other (income) expenses (2,196) 3,604 332 (2,306) (5,798) (6,364) (Loss) income before income taxes (2,556) (10,309) (3,756) (6,446) 10,459 (12,608) Income tax (benefit) expense (635) (10,311) 1,602 (1,343) — (10,687) Net (loss) income (1,921) 2 (5,358) (5,103) 10,459 (1,921) Net income attributable to noncontrolling interests — — — — 1 1 Net (loss) income attributable to controlling interests and available to common shareholders (1,921) 2 (5,358) (5,103) 10,458 (1,922) Other comprehensive (loss) income attributable to controlling interest (1,478) (1,915) 7,905 48,605 (54,595) (1,478) Comprehensive (loss) income attributable to controlling interests $ (3,399) $(1,913) $2,547 $43,502 $(44,137) $(3,400) Six Months Ended June 30, 2020 Parent Issuers Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ 305,168 $ 134,853 $ 133,775 $ (34,002) $ 539,794 Operating costs and expenses 11,336 298,857 104,643 145,661 (34,738) 525,759 Loss on disposal and impairment of assets — 539 126 368 — 1,033 (Loss) income from operations (11,336) 5,772 30,084 (12,254) 736 13,002 Interest expense (income), net, including amortization of deferred financing costs and note discount — 20,102 4,512 (1,614) 115 23,115 Loss on extinguishment of convertible notes — 3,018 — — — 3,018 Equity in earnings of subsidiaries (13,441) (25,684) 16,079 251 22,795 — Other expenses (income) 532 11,300 6,874 (7,844) (13,397) (2,535) Income (loss) before income taxes 1,573 (2,964) 2,619 (3,047) (8,777) (10,596) Income tax (benefit) expense (2,255) (12,600) 1,188 (757) — (14,424) Net income (loss) 3,828 9,636 1,431 (2,290) (8,777) 3,828 Net loss attributable to noncontrolling interests — — — — (5) (5) Net income (loss) attributable to controlling interests and available to common shareholders 3,828 9,636 1,431 (2,290) (8,772) 3,833 Other comprehensive (loss) income attributable to controlling interest (60,981) (34,422) 12,193 11,868 10,361 (60,981) Comprehensive (loss) income attributable to controlling interests $ (57,153) $ (24,786) $ 13,624 $ 9,578 $ 1,589 $ (57,148) Condensed Consolidated Balance Sheets As of June 30, 2020 Parent Issuers Guarantors Non-Guarantors Eliminations Total (In thousands) Assets Cash and cash equivalents $ 51 $ 144,977 $ 50,009 $ 16,255 $ — $ 211,292 Restricted cash — 61,555 3,057 19,760 — 84,372 Accounts and notes receivable, net — 44,683 18,269 15,930 — 78,882 Other current assets — 54,207 3,580 39,042 — 96,829 Total current assets 51 305,422 74,915 90,987 — 471,375 Property and equipment, net — 248,794 49,178 117,762 — 415,734 Intangible assets, net — 30,032 43,191 20,729 — 93,952 Goodwill — 445,046 138,121 146,573 — 729,740 Operating lease assets — 31,794 2,682 27,068 — 61,544 Investments in and advances to subsidiaries 367,785 263,857 191,436 43,963 (867,041) — Intercompany receivable 34,633 511,305 537,078 241,606 (1,324,622) — Deferred tax asset, net 559 — (1,072) 16,098 — 15,585 Prepaid expenses, deferred costs, and other noncurrent assets — 12,778 1,388 7,343 — 21,509 Total assets $ 403,028 $ 1,849,028 $ 1,036,917 $ 712,129 $ (2,191,663) $ 1,809,439 Liabilities and Shareholders' Equity Current portion of other long-term liabilities $ — $ 145,491 $ 6,088 $ 28,727 $ — $ 180,306 Accounts payable and accrued liabilities 286 231,305 54,592 73,228 (15,804) 343,607 Total current liabilities 286 376,796 60,680 101,955 (15,804) 523,913 Long-term debt — 774,713 — — — 774,713 Intercompany payable 94,653 282,214 597,242 350,507 (1,324,616) — Asset retirement obligations — 21,726 1,861 29,207 — 52,794 Operating lease liabilities — 38,811 1,846 17,757 — 58,414 Deferred tax liability, net — 38,609 1,363 624 — 40,596 Other long-term liabilities — 40,904 2,423 7,593 — 50,920 Total liabilities 94,939 1,573,773 665,415 507,643 (1,340,420) 1,501,350 Shareholders' equity 308,089 275,255 371,502 204,486 (851,243) 308,089 Total liabilities and shareholders' equity $ 403,028 $ 1,849,028 $ 1,036,917 $ 712,129 $ (2,191,663) $ 1,809,439 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2020 Parent Issuers Guarantors Non-Guarantors Eliminations Total (In thousands) Net cash provided by (used in) operating activities $ 22,335 $ 60,817 $ (14,329) $ 21,028 $ — $ 89,851 Additions to property and equipment — (18,422) (3,995) (7,387) — (29,804) Net cash used in investing activities — (18,422) (3,995) (7,387) — (29,804) Proceeds from borrowings under revolving credit facility — 547,130 163,723 36,150 — 747,003 Repayments of borrowings under revolving credit facility — (572,530) (167,350) (167,260) — (907,140) Proceeds from issuance of term loan facility — 500,000 — — — 500,000 Repurchase of convertible notes — (171,173) — — — (171,173) Intercompany financing — (181,317) 55,166 126,151 — — Tax payments related to share-based compensation (5,751) — — — — (5,751) Proceeds from exercises of stock options 293 — — — — 293 Debt issuance, modification, and redemption costs — (18,244) — — — (18,244) Repurchase of common shares (16,873) — — — — (16,873) Payment of contingent consideration — — — (5,179) — (5,179) Net cash (used in) provided by financing activities (22,331) 103,866 51,539 (10,138) — 122,936 Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — (469) (4,319) — (4,788) Net increase (decrease) in cash, cash equivalents, and restricted cash 4 146,261 32,746 (816) — 178,195 Cash, cash equivalents, and restricted cash as of beginning of period 47 60,271 20,320 36,831 — 117,469 Cash, cash equivalents, and restricted cash as of end of period $ 51 $ 206,532 $ 53,066 $ 36,015 $ — $ 295,664 Summary Prior Year Financial Information As of and for the Year Ended December 31, 2019 Parent Issuers Guarantors Non-Guarantors Eliminations Total (In thousands) Revenues $ — $ 668,527 $ 351,330 $ 402,079 $ (72,531) $ 1,349,405 (Loss) income from operations (35,637) 40,733 70,835 10,203 300 86,434 Net income 48,265 20,546 63,952 27,036 (111,534) 48,265 Net income attributable to controlling interests and available to common shareholders 48,265 20,546 63,952 27,036 (111,525) 48,274 Total current assets 46 146,768 41,788 119,919 — 308,521 Total noncurrent assets 452,342 1,225,786 1,488,531 196,625 (1,907,847) 1,455,437 Total current liabilities 814 242,735 66,766 124,069 — 434,384 Total noncurrent liabilities 71,248 805,812 984,556 (24,244) (888,125) 949,247 |