UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-33864

 

CARDTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		76-0681190
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3250 Briarpark Drive, Suite 400
Houston, TX		77042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 308-4000

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer’’ and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Common Stock, par value: $0.0001 per share. Shares outstanding on October 26, 2009: 40,741,613

 

 

CARDTRONICS, INC.

TABLE OF CONTENTS

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

When we refer to “us,” “we,” “our,” “ours” or “the Company,” we are describing Cardtronics, Inc. and/or our subsidiaries.

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

CARDTRONICS, INC.

		September 30, 2009				December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents		$	6,141			$	3,424
Accounts and notes receivable, net of allowance of $587 and $504 as of September 30, 2009 and December 31, 2008, respectively			25,191				25,317
Inventory			3,206				3,011
Restricted cash, short-term			3,128				2,423
Prepaid expenses, deferred costs, and other current assets			8,753				17,273
Total current assets			46,419				51,448
Property and equipment, net			146,526				153,430
Intangible assets, net			94,755				108,327
Goodwill			165,069				163,784
Prepaid expenses, deferred costs, and other assets			4,426				3,839
Total assets		$	457,195			$	480,828
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of long-term debt and notes payable		$	1,771			$	1,373
Current portion of capital lease obligations			413				757
Current portion of other long-term liabilities			26,059				24,302
Accounts payable			13,174				17,212
Accrued liabilities			46,749				55,174
Total current liabilities			88,166				98,818
Long-term liabilities:
Long-term debt, net of related discounts			319,174				344,816
Capital lease obligations			—				235
Deferred tax liability, net			14,509				11,673
Asset retirement obligations			23,359				21,069
Other long-term liabilities			20,278				23,967
Total liabilities			465,486				500,578
Commitments and contingencies
Stockholders’ 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				4
Subscriptions receivable (at face value)			—				(34	)
Additional paid-in capital			198,696				194,101
Accumulated 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				624
Total stockholders’ deficit			(8,291	)			(19,750	)
Total liabilities and stockholders’ deficit		$	457,195			$	480,828

See accompanying notes to consolidated financial statements.

CARDTRONICS, INC.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2009				2008				2009				2008
Revenues:
ATM operating revenues		$	126,194			$	122,608			$	361,136			$	361,773
ATM product sales and other revenues			2,409				4,651				7,460				13,036
Total revenues			128,603				127,259				368,596				374,809
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization shown separately below. See Note 1)			85,083				93,078				251,287				276,414
Cost of ATM product sales and other revenues			2,678				4,064				7,645				11,890
Total cost of revenues			87,761				97,142				258,932				288,304
Gross profit			40,842				30,117				109,664				86,505
Operating expenses:
Selling, general, and administrative expenses			9,210				10,387				30,649				28,738
Depreciation and accretion expense			9,986				9,978				29,560				28,988
Amortization expense			4,405				4,657				13,436				13,661
Loss on disposal of assets			1,047				1,458				4,831				3,893
Total operating expenses			24,648				26,480				78,476				75,280
Income from operations			16,194				3,637				31,188				11,225
Other expense (income):
Interest expense, net			7,473				7,913				22,828				23,267
Amortization of deferred financing costs and bond discounts			606				531				1,777				1,569
Other expense (income)			339				42				(788	)			(73	)
Total other expense			8,418				8,486				23,817				24,763
Income (loss) before income taxes			7,776				(4,849	)			7,371				(13,538	)
Income tax expense			1,251				383				3,284				202
Net 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				38,749,233
Weighted average shares outstanding — diluted			40,117,598				38,920,887				39,768,708				38,749,233

See accompanying notes to consolidated financial statements.

CARDTRONICS, INC.

		Nine Months Ended September 30,
		2009				2008
Cash 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				42,649
Amortization of deferred financing costs and bond discounts			1,777				1,569
Stock-based compensation expense			3,376				2,167
Deferred income taxes			2,836				96
Loss on disposal of assets			4,831				3,893
Other 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	)			362
Decrease in other assets			1,406				674
Decrease 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				10,964
Cash 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			—				17
Acquisition, 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				103,336
Repayments 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				101
Proceeds from exercises of stock options			1,219				362
Noncontrolling interest stockholder capital contribution			—				1,662
Equity 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	)			31,063
Effect 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				13,439
Cash and cash equivalents as of end of period		$	6,141			$	1,205
Supplemental disclosure of cash flow information:
Cash paid for interest, including interest on capital leases		$	30,073			$	31,025
Cash paid for income taxes		$	285			$	220
Fixed assets financed by direct debt		$	443			$	—

See accompanying notes to consolidated financial statements.

CARDTRONICS, INC.

(1) General and Basis of Presentation

General

Cardtronics, Inc., along with its wholly- and majority-owned subsidiaries (collectively, the “Company”) owns or operates approximately 33,000 automated teller machines (“ATMs”) across its portfolio, with ATMs located in all 50 states of the United States (“U.S.”) and in Puerto Rico, over 2,600 ATMs throughout the United Kingdom (“U.K.”), and over 2,100 ATMs throughout Mexico. The Company provides ATM management and equipment-related services (typically under multi-year contracts) to large, nationally-known retail merchants as well as smaller retailers and operators of facilities such as shopping malls and airports. Additionally, the Company operates the largest surcharge-free network of ATMs within the United States (based on the number of participating ATMs) and works with financial institutions to place their logos on the Company’s ATM machines, thus providing convenient surcharge-free access to the financial institutions’ customers. The Company’s surcharge-free network, which operates under the Allpoint brand name, has more than 37,000 participating ATMs, including a majority of the Company’s ATMs in the United States and all of the Company’s ATMs in the United Kingdom. Finally, the Company provides electronic funds transfer (“EFT”) transaction processing services to its network of ATMs as well as over 1,500 ATMs owned and operated by a third party.

Basis of Presentation

This Quarterly Report on Form 10-Q (this “Form 10-Q”) has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”), although the Company believes that the disclosures are adequate to make the information not misleading. You should read this Form 10-Q along with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.

The financial statements as of September 30, 2009 and for the three and nine month periods ended September 30, 2009 and 2008 are unaudited. The Consolidated Balance Sheet as of December 31, 2008 was derived from the audited balance sheet filed in the Company’s 2008 Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s interim and prior period results have been made, including those described in Note 2, Revision of Prior Period Financial Statements. The results of operations for the three and nine month periods ended September 30, 2009 and 2008 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. Additionally, the financial statements for prior periods include reclassifications that were made to conform to the current period presentation. Those reclassifications did not impact the Company’s total reported net loss or stockholders’ deficit.

The unaudited interim consolidated financial statements include the accounts of Cardtronics, Inc. and its wholly- and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Because the Company owns a majority (51.0%) interest in and realizes a majority of the earnings and/or losses of Cardtronics Mexico, S.A. de C.V. (“Cardtronics Mexico”), this entity is reflected as a consolidated subsidiary in the accompanying consolidated financial statements, with the remaining ownership interest not held by the Company being reflected as a noncontrolling interest effective January 1, 2009 (previously shown as minority interest).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and these differences could be material to the financial statements.

The Company has evaluated subsequent events through October 28, 2009, which represents the date these financial statements were issued.

Cost of ATM Operating Revenues and Gross Profit Presentation

The Company presents “Cost of ATM operating revenues” and “Gross profit” within its Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization expense related to ATMs and ATM-related assets. The following table sets forth the amounts excluded from Cost of ATM operating revenues and Gross profit for the three and nine month periods ended September 30:

		Three Months Ended								Nine Months Ended
		September 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			$	25,233
Amortization expense			4,405				4,657				13,436				13,661
Total 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

During the second quarter of 2009, the Company identified an error related to certain capitalized costs associated with its United Kingdom operations. Upon analysis of the Company’s fixed asset records, management identified certain assets primarily related to previously cancelled ATM sites that should have been expensed in prior periods. The impact of such error was an overstatement of fixed assets and depreciation expense, and an understatement of cost of sales and loss on disposal of assets for the years ended December 31, 2007 and 2008, including the related quarterly periods contained therein. The cumulative impact of such error on the statement of operations for the years affected would have been a total additional expense of approximately $1.7 million. Management determined that the effects of the misstatement were not material to any previously reported quarterly or annual period; therefore, the related corrections will be made to the applicable prior periods as such financial information is included in future filings with the SEC. The Company’s prior period financial statements included in this filing have been revised to reflect these adjustments, the effects of which have been summarized below.

Consolidated Statements of Operations:

		Three Months Ended												Nine Months Ended
		September 30, 2008												September 30, 2008
		As 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			$	276,414
Total cost of revenues			96,967				175				97,142				287,495				809				288,304
Gross profit			30,292				(175	)			30,117				87,314				(809	)			86,505
Depreciation and accretion expense			10,048				(70	)			9,978				29,169				(181	)			28,988
Loss on disposal of assets(1)			—				1,458				1,458				—				3,893				3,893
Total operating expenses(1)			25,092				1,388				26,480				71,568				3,712				75,280
Income from operations(1)			5,200				(1,563	)			3,637				15,746				(4,521	)			11,225
Minority 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	)			24,763
Loss before income taxes			(3,704	)			(1,145	)			(4,849	)			(11,653	)			(1,885	)			(13,538	)
Income tax (benefit) expense			469				(86	)			383				494				(292	)			202
Net 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	)

Consolidated Statement of Cash Flows:

		Nine Months Ended September 30, 2008
		As 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	)			42,649
Deferred income taxes			388				(292	)			96
Minority interest			(814	)			814				—
Loss on disposal of assets(1)			3,350				543				3,893
Other reserves and non-cash items(1)			(5,481	)			(100	)			(5,581	)
Net cash provided by operating activities			11,773				(809	)			10,964
Cash 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	)

The Company calculates the fair value of stock-based instruments awarded to employees on the date of grant and recognizes the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards. The following table reflects the total stock-based compensation expense amounts included in the Company’s Consolidated Statements of Operations for the three and nine month periods ended September 30:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands)
Cost of ATM operating revenues		$	207			$	227			$	590			$	424
Selling, general, and administrative expenses			1,050				1,129				2,786				1,743
Total stock-based compensation expense		$	1,257			$	1,356			$	3,376			$	2,167

The increase in stock-based compensation expense during the nine months ended September 30, 2009 was due to the issuance of 1,592,750 shares of restricted stock, net of forfeitures, and 386,000 stock options to certain of the Company’s employees during 2008 and 2009. Both the restricted shares and the stock options were granted under the Company’s 2007 Stock Incentive Plan.

Options. A summary of the Company’s outstanding stock options as of September 30, 2009 and changes during the nine months ended September 30, 2009 are presented below:

						Weighted
		Number				Average
		of Shares				Exercise Price
Options outstanding as of January 1, 2009			4,288,942			$	7.96
Granted			133,000			$	5.38
Exercised			(246,599	)		$	4.94
Forfeited			(44,807	)		$	10.02
Expired			(94,420	)		$	10.46
Options outstanding as of September 30, 2009			4,036,116			$	7.98
Options vested and exercisable as of September 30, 2009			3,246,232			$	7.50

The options granted in 2009 had a total grant-date fair value of approximately $381,710, or $2.87 per share.

Restricted Stock. A summary of the Company’s outstanding restricted shares as of September 30, 2009, and changes during the nine months ended September 30, 2009, are presented below:

		Number
		of Shares
Restricted shares outstanding as of January 1, 2009			1,679,250
Granted			105,000
Forfeited			(195,000	)
Vested			(382,938	)
Restricted shares outstanding as of September 30, 2009			1,206,312

During the third quarter of 2009, the Company granted 5,000 restricted shares to an employee with a total grant-date fair value of $33,950, or $6.79 per share. As of September 30, 2009, the compensation expense associated with restricted share grants to be recognized in future periods was approximately $8.3 million.

(4) Earnings per Share

The Company reports its earnings per share under the two-class method. Potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related income statement impacts) when their impact on net income (loss) available to common stockholders is anti-dilutive. For the three and nine month periods ended September 30, 2008, the Company incurred net losses and, accordingly, excluded all potentially dilutive securities from the calculation of diluted earnings per share as their impact on the net loss available to common stockholders was anti-dilutive. Such securities included all outstanding stock options and all shares of restricted stock. However, dilutive securities were included in the calculation of diluted earnings per share for the three and nine month periods ended September 30, 2009 since the Company reported net income for these periods.

Additionally, the shares of restricted stock issued by the Company have a non-forfeitable right to cash dividends, if and when declared by the Company. Accordingly, such restricted shares are considered to be participating securities and as such, the Company has allocated the undistributed earnings for the three and nine months ended September 30, 2009 among the Company’s outstanding common shares and issued but unvested restricted shares, as follows:

Earnings per Share (in thousands, excluding share and per share amounts):

		Three Months Ended September 30, 2009												Nine Months Ended September 30, 2009
						Weighted												Weighted
						Average Shares				Earnings								Average Shares				Earnings
		Income				Outstanding				Per Share				Income				Outstanding				Per Share
Basic:
Net income attributable to controlling interests and available to common stockholders		$	6,398											$	3,818
Less: 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			$	0.09
Diluted:
Effect of dilutive securities:
Add: Undistributed earnings allocated to restricted shares			191												133
Stock options added to the denominator under the treasury stock method							761,585												644,970
Less: 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

The computation of diluted earnings per share for each of the three and nine month periods ended September 30, 2009 excluded 83,416 and 15,339 shares, respectively, of potentially dilutive common shares related to restricted stock because the effect would have been anti-dilutive.

(5) Comprehensive Income (Loss)

Total comprehensive income (loss) consisted of the following:

		Three Months Ended								Nine Months Ended
		September 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	)			642
Foreign 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	)

Accumulated other comprehensive loss is displayed as a separate component of stockholders’ deficit in the Consolidated Balance Sheets and consisted of the following:

		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	)

The Company currently believes that a majority of the unremitted earnings of its foreign subsidiaries will be reinvested in the foreign countries in which those subsidiaries operate for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’s book basis and underlying tax basis in those subsidiaries or the foreign currency translation adjustment amounts reflected in the tables above. Additionally, as a result of the Company’s overall net loss position for tax purposes, the Company has not recorded deferred tax benefits on the loss amounts related to its interest rate swaps, as management does not currently believe the Company will be able to realize the benefits associated with its net deferred tax asset positions.

(6) Intangible Assets

Intangible Assets with Indefinite Lives

The following table presents the net carrying amount of the Company’s intangible assets with indefinite lives as of September 30, 2009, as well as the changes in the net carrying amounts for the nine months ended September 30, 2009, by segment:

		Goodwill												Trade Name
		U.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			$	166,906
Foreign currency translation adjustments			—				1,287				(2	)			—				299				1,584
Balance as of September 30, 2009		$	150,461			$	13,890			$	718			$	200			$	3,221			$	168,490

Intangible Assets with Definite Lives

The following is a summary of the Company’s intangible assets that are subject to amortization as of September 30, 2009:

		Gross
		Carrying				Accumulated				Net Carrying
		Amount				Amortization				Amount
		(In thousands)
Customer and branding contracts/relationships		$	158,163			$	(76,897	)		$	81,266
Deferred financing costs			14,535				(7,148	)			7,387
Exclusive license agreements			5,475				(3,074	)			2,401
Non-compete agreements			429				(149	)			280
Total		$	178,602			$	(87,268	)		$	91,334

(7) Accrued Liabilities

Accrued liabilities consisted of the following:

		September 30, 2009				December 31, 2008
		(In thousands)
Accrued merchant fees		$	11,475			$	10,291
Accrued compensation			6,552				3,396
Accrued armored fees			4,772				5,372
Accrued maintenance fees			4,060				4,273
Accrued interest expense			3,480				10,643
Accrued merchant settlement amounts			3,098				3,111
Accrued cash rental and management fees			2,978				3,693
Accrued processing costs			1,916				1,804
Accrued interest rate swap payments			1,876				1,836
Accrued ATM telecommunications costs			1,376				1,916
Accrued purchases			959				1,085
Other accrued expenses			4,207				7,754
Total		$	46,749			$	55,174

(8) Long-Term Debt

The Company’s long-term debt consisted of the following:

		September 30, 2009				December 31, 2008
		(In thousands)
Revolving credit facility		$	17,000			$	43,500
Senior 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				296,637
Other			6,860				6,052
Total			320,945				346,189
Less: current portion			1,771				1,373
Total long-term debt, excluding current portion		$	319,174			$	344,816

Revolving Credit Facility

In February 2009, the Company amended its $175.0 million revolving credit facility to (i) authorize the repurchase of common stock up to an aggregate of $10.0 million; (ii) increase the amount of aggregate “Investments” (as such term is defined in the revolving credit facility) that the Company may make in non-wholly-owned subsidiaries from $10.0 million to $20.0 million and correspondingly increase the aggregate amount of Investments that may be made in subsidiaries that are not Loan Parties (as such term is defined in the revolving credit facility) from $25.0 million to $35.0 million; (iii) increase the maximum amount of letters of credit that may be issued under the revolving credit facility from $10.0 million to $15.0 million; and (iv) modify the amount of capital expenditures that may be incurred on a rolling 12-month basis, as measured on a quarterly basis.

As of September 30, 2009, $17.0 million of borrowings were outstanding under the revolving credit facility. Additionally, the Company had posted $1.5 million in letters of credit under the facility in favor of the lessors under the Company’s ATM equipment leases and $4.3 million in letters of credit to secure the Company’s borrowing under its United Kingdom subsidiary’s overdraft facility (as further discussed below). These letters of credit, which the applicable third parties may draw upon in the event the Company defaults on the related obligations, further reduce the Company’s borrowing capacity under its revolving credit facility. As of September 30, 2009, the Company’s available borrowing capacity under the facility, as determined under the earnings before interest expense, income taxes, depreciation and accretion expense, and amortization expense (“EBITDA”) and interest expense covenants contained in the agreement, totaled approximately $152.2 million. As of September 30, 2009, the Company was in compliance with all applicable covenants and ratios under the facility.

Other Facilities

Cardtronics Mexico equipment financing agreements. As of September 30, 2009, other long-term debt consisted of eight separate equipment financing agreements entered into by Cardtronics Mexico. These agreements, which are denominated in Mexican pesos and bear interest at an average fixed rate of 10.95%, were utilized for the purchase of additional ATMs to support the Company’s Mexico operations. Pursuant to the terms of the equipment financing agreements, the Company has issued a guaranty for 51.0% of the obligations under these agreements (consistent with its ownership percentage in Cardtronics Mexico.) As of September 30, 2009, the total amount of the guaranty was $47.4 million pesos (approximately $3.5 million U.S.).

Bank Machine overdraft facility. In addition to Cardtronics, Inc.’s $175.0 million revolving credit facility, Bank Machine, Ltd., the Company’s wholly-owned subsidiary operating in the United Kingdom, has a £1.0 million overdraft facility. This facility, which bears interest at 1.75% over the bank’s base rate (0.5% as of September 30, 2009) and is secured by a letter of credit posted under the Company’s corporate revolving credit facility, is utilized for general corporate purposes for the Company’s United Kingdom operations. As of September 30, 2009, no amounts were outstanding under this facility.

(9) Asset Retirement Obligations

Asset retirement obligations consist primarily of costs to deinstall the Company’s ATMs and costs to restore the ATM sites to their original condition. In most cases, the Company is legally required to perform this deinstallation and restoration work. For each group of ATMs, the Company has recognized the fair value of a liability for an asset retirement obligation and capitalized that cost as part of the cost basis of the related asset. The related assets are being depreciated on a straight-line basis over the estimated useful lives of the underlying ATMs, and the related liabilities are being accreted to their full value over the same period of time.

The following table is a summary of the changes in Company’s asset retirement obligation liability for the nine months ended September 30, 2009 (in thousands):

Asset retirement obligation as of January 1, 2009		$	21,069
Additional obligations			2,351
Accretion expense			1,486
Payments			(2,274	)
Foreign currency translation adjustments			727
Asset retirement obligation as of September 30, 2009		$	23,359

See Note 12, Fair Value Measurements for additional disclosures on the Company’s asset retirement obligations in respect to its fair value measurements.

(10) Other Liabilities

Other liabilities consisted of the following:

		September 30, 2009				December 31, 2008
		(In thousands)
Current Portion of Other Long-Term Liabilities:
Interest rate swaps		$	22,115			$	13,788
Obligations associated with acquired unfavorable contracts			1,662				8,203
Deferred revenue			2,146				1,879
Other			136				432
Total		$	26,059			$	24,302
Other Long-Term Liabilities:
Interest rate swaps		$	13,788			$	18,364
Deferred revenue			2,818				3,604
Other			3,672				1,999
Total		$	20,278			$	23,967

The decline in the non-current portion of other long-term liabilities was primarily the result of the reclassification of unrealized losses on the Company’s interest rate swap transactions from long-term to current.

(11) Derivative Financial Instruments

Accounting Policy

The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (e.g., gains or losses) of those derivative instruments depends on (i) whether such instruments have been designated (and qualify) as part of a hedging relationship and (ii) on the type of hedging relationship actually designated. For derivative instruments that are designated and qualify as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation.

The Company is exposed to certain risks relating to its ongoing business operations, including interest rate risk associated with the Company’s vault cash rental obligations and, to a lesser extent, outstanding borrowings under the Company’s revolving credit facility. The Company is also exposed to foreign currency rate risk with respect to its investments in its foreign subsidiaries, most notably its investment in Bank Machine, Ltd. in the United Kingdom. While the Company does not currently utilize derivative instruments to hedge its foreign currency rate risk, it does utilize interest rate swap contracts to manage the interest rate risk associated with its vault cash rental obligations in the United States and the United Kingdom. The Company does not currently utilize any derivative instruments to manage the interest rate risk associated with its vault cash rental obligations in Mexico, nor does it utilize derivative instruments to manage the interest rate risk associated with the borrowings outstanding under its revolving credit facility.

The notional amounts, weighted-average fixed rates, and terms associated with the Company’s interest rate swap contracts that are currently in place are as follows:

												Weighted
Notional Amounts				Notional Amounts				Notional Amounts				Average
United 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

The Company has designated its interest rate swap contracts as cash flow hedges of the Company’s forecasted vault cash rental obligations. Accordingly, changes in the fair values of the related interest rate swap contracts have been reported in accumulated other comprehensive loss in the Consolidated Balance Sheets. As a result of the Company’s overall net loss position for tax purposes, the Company has not recorded deferred tax benefits on the loss amounts related to these interest rate swap contracts as management does not currently believe that it is more likely than not that the Company will be able to realize the benefits associated with its net deferred tax asset positions.

Cash Flow Hedging Strategy

For a derivative instrument that is designated and qualifies as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income/loss (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedge transaction affects earnings. Gains and losses on the derivative instrument representing either hedge ineffectiveness or hedge components that are excluded from the assessment of effectiveness are recognized in earnings. However, because the Company currently only utilizes fixed-for-floating interest rate swaps in which the underlying pricing terms agree, in all material respects, with the pricing terms of the Company’s vault cash rental obligations, the amount of ineffectiveness associated with such interest rate swap contracts has historically been immaterial. Accordingly, no ineffectiveness amounts have been recorded in the Company’s consolidated financial statements.

The interest rate swap contracts entered into with respect to the Company’s vault cash rental obligations effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s monthly floating-rate vault cash rental obligations to a fixed rate. Such contracts are in place through December 31, 2013 for both the Company’s United States and United Kingdom vault cash rental obligations. By converting such amounts to a fixed rate, the impact of future interest rate changes (both favorable and unfavorable) on the Company’s monthly vault cash rental expense amounts has been reduced. The interest rate swap contracts involve the receipt of floating rate amounts from the Company’s counterparties that match, in all material respects, the floating rate amounts required to be paid by the Company to its vault cash providers for the portions of the Company’s outstanding vault cash obligations that have been hedged. In return, the Company pays the interest rate swap counterparties a fixed rate amount per month based on the same notional amounts outstanding. At no point is there an exchange of the underlying principal or notional amounts associated with the interest rate swaps. Additionally, none of the Company’s existing interest rate swap contracts contain credit-risk-related contingent features.

Tabular Disclosures

The following tables depict the effects of the use of the Company’s derivative contracts on its Consolidated Balance Sheets and Consolidated Statements of Operations.

Balance Sheet Data

Liability Derivative Instruments

September 30, 2009

December 31, 2008

Derivatives Designated as Hedging

Balance Sheet

Balance Sheet

Instruments

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

$

13,788

Interest rate swap contracts

Other long-term liabilities

13,788

Other long-term liabilities

18,364

Total

$

35,903

$

32,152

The Company does not currently have any derivative instruments that are not designated as hedging instruments. Additionally, all of the Company’s derivative instruments that were designated as hedging instruments were in a liability position as of September 30, 2009 and December 31, 2008. Accordingly, no asset derivative instrument positions have been reflected in the table above.

Statements of Operations Data

		Three Months Ended September 30,
		Amount of Gain (Loss)								Location of Gain
		Recognized in OCI on								(Loss) Reclassified				Amount of Loss Reclassified from
		Derivative Instruments								from Accumulated				Accumulated OCI into Income
Derivatives 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 Gain
		OCI on Derivative								(Loss) Reclassified				Amount of Loss Reclassified from
		Instruments (Effective								from Accumulated				Accumulated OCI into Income
Derivatives 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	)

The Company does not currently have any derivative instruments that have been designated as fair value or net investment hedges. Additionally, the Company does not recognize any gains or losses related to the ineffective portion of its interest rate swaps as such amounts have historically been, and, based on the Company’s analysis as of September 30, 2009, are expected to continue to be, immaterial. Furthermore, the Company has not historically, and does not currently anticipate, discontinuing its existing derivative instruments prior to their expiration date. However, if the Company concludes that it is no longer probable that the anticipated future vault cash rental obligations that have been hedged will occur, or if changes are made to the underlying terms and conditions of the Company’s vault cash rental agreements, thus creating some amount of ineffectiveness associated with the Company’s current interest rate swap contracts, any resulting gains or losses will be recognized within the Other expense (income) line item of the Company’s Consolidated Statements of Operations.

As of September 30, 2009, the Company expects to reclassify $22.1 million of net derivative-related losses contained within accumulated OCI to earnings during the next twelve months concurrent with the recording of the related vault cash rental expense amounts.

See Note 12, Fair Value Measurements for additional disclosures on the Company’s interest rate swap contracts in respect to its fair value measurements.

(12) Fair Value Measurements

The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2009 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant non-observable inputs.

		Fair Value Measurements
		Total				Level 1				Level 2				Level 3
		(In thousands)
Liabilities associated with interest rate swaps		$	35,903			$	—			$	35,903			$	—

The following table provides the liabilities measured at fair value on a non-recurring basis at September 30, 2009. These items are included in the “asset retirement obligations” line in the Company’s Consolidated Balance Sheet:

		Fair Value Measurements
		Total				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

The following is a description of the Company’s valuation methodology for assets and liabilities measured at fair value:

Cash 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. These financial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk.

Interest rate swaps. These financial instruments are carried at fair value, calculated as the present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These derivatives are valued using pricing models based on significant other observable inputs (Level 2 inputs), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade.

Additions to asset retirement obligation liability. The Company estimates the fair value of additions to its asset retirement obligation liability using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The carrying amount of the Company’s cash and cash equivalents and other current assets and liabilities approximates fair value due to the relatively short maturities of these instruments. The fair value of the Company’s interest rate swaps was a liability of $35.9 million as of September 30, 2009. Please refer to Note 11, Derivative Financial Instruments for information on how the fair value of these swaps was calculated. The carrying amount of the long-term debt balance related to borrowings under the Company’s revolving credit facility approximates fair value due to the fact that such borrowings are subject to short-term floating market interest rates. As of September 30, 2009, the fair value of the Company’s $300.0 million senior subordinated notes (see Note 8, Long-Term Debt) totaled $302.3 million, based on the quoted market price for such notes as of September 30, 2009.

(13) Commitments and Contingencies

Legal and Other Regulatory Matters

In June 2004, the Company acquired from E*Trade Access, Inc. (“E*Trade”) a portfolio of several thousand ATMs. In connection with that acquisition, the Company assumed E*Trade’s position in a lawsuit in the United States District Court for the District of Massachusetts (the “Court”) wherein the Commonwealth of Massachusetts (the “Commonwealth”) and the National Federation of the Blind (the “NFB”) had sued E*Trade alleging that E*Trade had the obligation to make its ATMs accessible to blind patrons via voice guidance. In June 2007, the Company, the Commonwealth, and the NFB entered into a class action settlement agreement (the “Settlement Agreement”) regarding this matter. The Court approved the Settlement Agreement in December 2007. Earlier this year, the Company requested a modification to the Settlement Agreement so as to permit it to complete the upgrading or replacement of approximately 2,200 non-voice guided ATMs by June 30, 2010, with respect to that portion of these non-voice guided ATMs located in the Commonwealth, and by December 31, 2010, with respect to that portion

of these non-voice guided ATMs located in other states. The Commonwealth and the NFB have conditionally agreed to the Company’s proposal with regard to the upgrading or replacement of these 2,200 non-voice guided ATMs, subject to the Company curing its alleged violations of various aspects of the Settlement Agreement, including, but not limited to the following items: affixing of Braille text on all ATMs, keeping our Internet-based ATM Locator updated as to the location of our voice guided ATMs, ensuring all voice guide ATMs have tactilely discernable controls, a headphone jack, and a NFB approved voice script by December 31, 2010. The parties are continuing their efforts to amicably resolve all outstanding issues within the framework of the Settlement Agreement. If the Company fails to reach agreement with the Commonwealth and the NFB regarding a mutually satisfactory modification of the Settlement Agreement addressing all of the above issues, the Commonwealth and the NFB have indicated that they will seek relief from the Court. If this matter is submitted to the Court, the Company may be required to expend additional time and resources on this matter in 2010, but would not expect such to have a material affect upon the Company’s results in 2010.

In early October, the Central Bank of Mexico (“Central Bank”) adopted new rules regarding how ATM operators disclose fees to consumers. The objective of such rules is to provide more transparency to the consumer regarding the cost of a specific ATM transaction, rather than to limit the amount of fees charged to the consumer. The effect of such rules will require ATM operators to elect between receiving interchange fees from card issuers or surcharge fees from consumers. Cardtronics Mexico must submit its election as to which fee it will assess no later than December 15, 2009, and this “one-fee” rule becomes effective April 30, 2010. At this time, it is our expectation that Cardtronics Mexico will elect to assess the surcharge fee to the consumer rather than the interchange fee. It is our further expectation that Cardtronics Mexico will increase the amount of the surcharge fee charged to the consumer to offset the loss of interchange fees. Since these new rules only require an ATM operator to disclose the total fees charge to a consumer, rather than limit the amount of fees that can be charged to a consumer, we do not anticipate that these new rules will have a material effect on Cardtronics Mexico’s operations.

In addition to the above item, the Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company has provided reserves where necessary for all claims and the Company’s management does not expect the outcome in any of these legal proceedings, individually or collectively, to have a material adverse effect on the Company’s financial condition or results of operations.

Other Commitments

Asset Retirement Obligations. The Company’s asset retirement obligations consist primarily of deinstallation costs of the ATM and costs to restore the ATM site to its original condition. In most cases, the Company is legally required to perform this deinstallation and restoration work. The Company had $23.4 million accrued for these liabilities as of September 30, 2009. For additional information, see Note 9, Asset Retirement Obligations.

(14) Income Taxes

Income tax expense based on the Company’s income (loss) before income taxes was as follows for the three and nine month periods ended September 30:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
Income tax expense		$	1,251			$	383			$	3,284			$	202
Effective tax rate			16.1	%			(7.9	)%			44.6	%			(1.5	)%

The Company has established valuation allowances for its net deferred tax asset positions in all of its jurisdictions as it believes it is more likely than not that such benefits will not be realized. In addition, during the three and nine month periods ended September 30, 2009, the Company increased its domestic valuation allowance by approximately $0.9 million and $2.8 million, respectively. The negative effective tax rates in 2008 were due to the recognition of certain deferred tax benefits in the Company’s United Kingdom jurisdiction as the Company did not begin establishing valuation allowances in that jurisdiction until the fourth quarter of 2008.

(15) Segment Information

As of September 30, 2009, the Company’s operations consisted of its United States, United Kingdom, and Mexico segments. Our operations in Puerto Rico are included in our United States segment. While each of these reporting segments provides similar kiosk-based and/or ATM-related services, each segment is currently managed separately as they require different marketing and business strategies.

Management uses EBITDA to assess the operating results and effectiveness of its segments. Management believes EBITDA is useful because it allows them to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. Additionally, the Company excludes depreciation, accretion, and amortization expense as these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. EBITDA, as defined by the Company, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. Therefore, EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, and financing activities or other income or cash flow statement data prepared in accordance with U.S. GAAP.

Below is a reconciliation of EBITDA to net income (loss) attributable to controlling interests for the three and nine month periods ended September 30, 2009 and 2008:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
EBITDA		$	30,119			$	19,044			$	74,703			$	54,761
Depreciation and accretion expense			9,986				9,978				29,560				28,988
Amortization expense			4,405				4,657				13,436				13,661
Interest expense, net, including amortization of deferred financing costs and bond discounts			8,079				8,444				24,605				24,836
Income tax expense (benefit)			1,251				383				3,284				202
Net income (loss) attributable to controlling interests		$	6,398			$	(4,418	)		$	3,818			$	(12,926	)

The following tables reflect certain financial information for each of the Company’s reporting segments for the three and nine month periods ended September 30, 2009 and 2008. All intercompany transactions between the Company’s reporting segments have been eliminated.

		For the Three Month Period Ended September 30, 2009
		United				United
		States				Kingdom				Mexico				Eliminations				Total
		(In thousands)
Revenue from external customers		$	104,019			$	19,987			$	4,597			$	—			$	128,603
Intersegment revenues			593				—				—				(593	)			—
Cost of revenues			71,907				13,171				3,276				(593	)			87,761
Selling, general, and administrative expenses			7,646				1,279				285				—				9,210
Loss on disposal of assets			494				410				143				—				1,047
EBITDA			24,268				5,099				889				(137	)			30,119
Depreciation and accretion expense			6,680				2,865				446				(5	)			9,986
Amortization expense			3,940				454				11				—				4,405
Interest expense, net			6,601				1,306				172				—				8,079
Capital expenditures, excluding acquisitions (1)		$	5,367			$	2,582			$	1,860			$	—			$	9,809

		For the Three Month Period Ended September 30, 2008
		United				United
		States				Kingdom				Mexico				Eliminations				Total
		(In thousands)
Revenue from external customers		$	102,484			$	20,132			$	4,643			$	—			$	127,259
Intersegment revenues			386				—				—				(386	)			—
Cost of revenues			77,132				16,572				3,824				(386	)			97,142
Selling, general, and administrative expenses			8,913				1,204				270				—				10,387
Loss on disposal of assets			402				1,056				—				—				1,458
EBITDA			16,656				1,177				397				814				19,044
Depreciation and accretion expense			6,521				2,992				471				(6	)			9,978
Amortization expense			4,112				532				13				—				4,657
Interest expense, net			6,786				1,448				210				—				8,444
Capital expenditures, excluding acquisitions (1)		$	3,237			$	5,896			$	1,585			$	—			$	10,718

		For the Nine Month Period Ended September 30, 2009
		United				United
		States				Kingdom				Mexico				Eliminations				Total
		(In thousands)
Revenue from external customers		$	303,056			$	52,795			$	12,745			$	—			$	368,596
Intersegment revenues			1,479				—				—				(1,479	)			—
Cost of revenues			213,937				36,963				9,511				(1,479	)			258,932
Selling, general, and administrative expenses (2)			26,332				3,564				753				—				30,649
Loss on disposal of assets			1,884				2,804				143				—				4,831
EBITDA (2)			63,169				9,447				2,356				(269	)			74,703
Depreciation and accretion expense			20,253				8,028				1,294				(15	)			29,560
Amortization expense			12,110				1,296				30				—				13,436
Interest expense, net			20,340				3,782				483				—				24,605
Capital expenditures, excluding acquisitions (1)		$	11,679			$	6,455			$	2,474			$	—			$	20,608