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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

WASHINGTON, D.C. 20549

FORM 10‑K

(Mark One)

(Mark One)

x

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

For the fiscal year ended December 31, 2018
OR

For the fiscal year ended December 31, 2015

OR

¨

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

For the transition period from                          to                        

FOR THE TRANSITION PERIOD FROM             TO             
Commission File Number 001‑32622

Number: 001-32622

EVERI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

20‑0723270

Delaware

20‑0723270
(State or other jurisdiction
of
incorporation or organization)

(I.R.S. Employer
Identification No.)

7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada

89113

(Address of principal executive offices)

(Zip Code)

(800) 833‑7110

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $0.001 par value per share

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨  No 

x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨  No 

x

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 x   No 

¨

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 x   No 

¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,” “large accelerated filer”“smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

¨Accelerated filer ☒

Non‑accelerated filer ☐
(Do not check if a
smaller reporting company)

x

Non-accelerated filer
¨
Smaller reporting company ☐

¨
Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ¨  No 

x

As of June 30, 2015,29, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $513.5 million.  

$500.2 millionbased on the closing sale price as reported on the New York Stock Exchange.

There were 66,031,42470,320,028 shares of the registrant’s common stock issued and outstanding as of the close of business on March 1, 2016

2019.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s Definitive Proxy Statement for its 20162019 Annual Meeting of Stockholders (which is expected to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s 20152018 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K.



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EVERI HOLDINGS INC.

ANNUAL REPORT ON FORM 10‑K

FOR FISCAL YEAR ENDED DECEMBER 31, 2015

2018

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In this filing, we refer to: (i) our audited consolidated financial statements and notes thereto as our “Financial Statements,” (ii) our audited Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) as our “Statements of Income (Loss),” (iii) our audited Consolidated Balance Sheets as our “Balance Sheets,” and (iv) Item 7. Management’ s Discussion and Analysis of Financial Condition and Results of Operations as our “Results of Operations.”

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CAUTIONARY NOTEINFORMATION REGARDING
FORWARD-LOOKING STATEMENTS

Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Everi Holdings,” “Holdings”“Holdings,” or “Everi”) is a holding company, the assets of which are the issued and outstanding shares of capital stock of each of (a) Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) (“Everi Games Holding”), which owns all of the issued and outstanding shares of capital stock of Everi Games Inc. (formerly known as Multimedia Games, Inc.) (“Everi Games” or “Games”), and (b) Everi Payments Inc. (formerly known as Global Cash Access, Inc.) (“Everi Payments” or “Payments”). Unless otherwise indicated, the terms the “Company,” “we,” “us”“us,” and “our” refer to Everi Holdings together with its consolidated subsidiaries.

Our disclosure and analysis in this Annual Report on Form 10-K including all documents incorporated by reference, and in our 2015 Annual Report to Stockholders contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as “goal,” “target,” “future,” “estimate,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “expect,” “intend,” “estimate,“seek,” “project,” “may,” “should,” “will,” “likely,” “will likely result,” “will continue,” “future,” “plan,” “target,” “forecast,” “goal,” “observe,” “seek,“strategy, “strategy” and other words and terms of similar meaning. The forward-looking statements in this Annual Report on Form 10-K reflect the Company’s current views with respect to future events and financial performance.

Forward-looking statements include, but are not limited to, statements regarding the following matters: trends in gaming establishment and patron usage of our products; benefits of the acquisition of Everi Games, including potential synergies; benefits realized by using our products and services; product development, including the unveiling of new themes on our Platinum MPX and The Texan HDX cabinets, changes to our TournEvent solution and whether those changes will improve slot tournaments, and the release of new game features and additional game and system releases in 2016, andthe future; regulatory approval;approvals; gaming regulatory, card association, and statutory compliance; the implementation of new or amended card association and payment network rules; consumer collection activities; future competition; future tax liabilities; future goodwill impairment charges; international expansion; resolution of litigation; dividend policy; new customer contracts and contract renewals; future results of operations (including revenue, expenses, margins, earnings, cash flow and capital expenditures); future interest rates and interest expense; future borrowings; and future equity incentive activity and compensation expense. 

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to certaininherent risks, uncertainties and uncertainties, including,changes in circumstances that are often difficult to predict and many of which are beyond our control. Our actual results and financial condition may differ materially from those indicated in forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, without limitation,limitation:
our history of net losses and our ability to generate profits in the risk that future;
our December 2014 acquisitionsubstantial leverage, restrictions under our indebtedness, and our ability to raise additional cash to fund operations, working capital, and capital expenditures, and to service all of Everi Games will not produceour indebtedness;
our ability to compete in the expected results we anticipate; gaming industry, manage competitive pressures, navigate gaming market contractions, and continue operating in Native American gaming markets;
our ability to protect our intellectual property rights;
the impact of changes in U.S. federal corporate tax laws;
our ability to maintain our current customers, replace revenue associated with terminated contracts, and address margin degradation from contract renewals;
our ability to prevent, mitigate, or timely recover from cybersecurity breaches, attacks, and compromises;
our ability to execute on mergers, acquisitions, and/or strategic alliances, including our ability to integrate and operate such acquisitions (including Everi Games) consistent with our forecasts;
expectations regarding our existing and future installed base and win per day; expectations regardingday, our product portfolio, and development and placement fee arrangements; inaccuracies in underlying operating assumptions;
expectations regarding customers’, gaming establishments’, and patrons’ preferences and demands for future gaming offerings; expectations regarding our product portfolio;


national and international economic conditions, including the overall growth of the gaming industry, if any; our ability to replace revenue associated with terminated contracts; margin degradation from contract renewals;
our ability to comply with the Europay, MasterCard, and Visa global standard for cards equipped with computer chips;security chip technology (“EMV”);
technological obsolescence, expenditures, and product development, and our ability to introduce new products and services, including third partythird-party licensed content; gaming establishment and patron preferences; expenditures and product development;
anticipated sales performance;
employee turnover; national and international economic conditions;
changes in gaming regulatory, card association, and statutory requirements;requirements, as well as regulatory and licensing difficulties; competitive pressures;
operational limitations; gaming market contraction; changes to tax laws;
uncertainty of litigation outcomes; interest rate fluctuations;
business prospects;
unanticipated expenses or capital needs; technological obsolescence;needs, interest rate fluctuations, or inaccuracies in underlying operating assumptions; and
those other risks and uncertainties discussed herein, that could cause actual results to differ materially from historical results or those anticipated. in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Annual Report on Form 10-K will in fact transpire or prove to be accurate. Readers are cautioned to

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consider the specific risk factors described herein and in “Item 1A. Risk Factors” of this Annual Report on Form 10-K and not to place undue reliance on the forward-looking statements contained herein, which are based only on information currently available to us and speak only as of the date hereof.

The Company undertakes

We undertake no obligation to update or publicly revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. All subsequent written or oral forward-looking statements attributable to the Companyus or persons acting on itsour behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures we make on related subjects in our reports and other filings with the Securities and Exchange Commission (the “SEC”). Also note that we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business under “Item 1A. Risk Factors” of this Annual Report on Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors. 


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PART I

PART I

Item 1.  Business.

Business.

Overview

Everi is dedicated to providing video and mechanical reel gaming content anda leading supplier of technology solutions integratedfor the casino gaming industry. We provide casino operators with a diverse portfolio of products including innovative gaming machines that power the casino floor, and casino operational and management systems that include comprehensive end-to-end payments solutions, critical intelligence offerings, and compliancegaming operations efficiency technologies.
Everi Holdings reports its results of operations based on two operating segments: Games and FinTech. Effective April 1, 2018, we changed the name of the operating segment previously referred to as “Payments” to “Financial Technology Solutions” (“Everi FinTech” or “FinTech”). We believe this reference more accurately reflects the focus of the business segment on delivering innovative and integrated solutions to enhance the efficiency software. of the casino operator, support the comprehensive regulatory and tax requirements of their gaming customers, and improve players’ gaming experience by providing easy access to their funds and payment of winnings.
Everi Games provides:provides gaming operators products and services, including: (a) comprehensive content, electronic gaming unitsmachines primarily comprised of Class II and systems for Native AmericanClass III slot machines placed under participation or fixed fee lease arrangements or sold to casino customers, including TournEvent® that allows operators to switch from in-revenue gaming to out-of-revenue tournaments; (b) system software, licenses, ancillary equipment, and commercial casinos, including the award winning TournEvent® slot tournament solution;maintenance; and (b)(c) business-to-consumer and business-to-business interactive activities. In addition, Everi Games develops and manages the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York. York and it also provides similar technology in certain tribal jurisdictions.
Everi Payments provides:FinTech provides gaming operators cash access and related products and services, including: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point of sale (“POS”) debit card cash access transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosksequipment that provideprovides cash access and relatedefficiency-related services; (c) products and services that improve credit decision making, automate cashier operations, and enhance patron marketing activities for gaming establishments; (d) compliance, audit, and data solutions; and (e) online payment processing solutions for gaming operators in states that offer intrastate, Internet-based gaming, and lottery activities.

On December 19, 2014, Holdings completed the acquisition of

Everi Games Holding. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Everi Games, Merger Sub merged with and into Everi Games Holding, with Everi Games Holding continuing as the surviving corporation (the “Merger”). In the Merger, Everi Games Holding became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Everi Games Holding, other than shares held by Holdings, Everi Games Holding, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest.  We refer to the consideration paid for the shares of Everi Holdings common stock, together with the consideration paid in connection with the acceleration and full vesting of certain Everi Games Holding equity awards, as the “Total Merger Consideration”.

Holdings was formed as a Delaware limited liability company on February 4, 2004 and was converted to a Delaware corporation on May 14, 2004. Our principal executive offices are located at 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113. Our telephone number is (800) 833-7110. Our website address is www.everi.com. The information on our website is not part of this Annual Report on Form 10-K or our other filings with the SEC.

Our Business Segments

Our operating segments were previously organized and managed under five business segments: (a) Cash Advance, (b) ATM, (c) Check Services, (d) Games, and (e) Other. During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. Accordingly, since the first quarter of 2015, we have reported

We report our financial performance, and organizedorganize and managedmanage our operations, across the following two business segments: (a) Games,Games; and (b) Payments. Each of theseFinTech. For additional information on our segments is monitoredand the revenues generated by our management for performance against its internal forecastproducts and is consistent with our internal management reporting. We have presented prior period amounts to conform to the way we now internally manageservices see “Item 7. Management’s Discussion and monitor segment performance beginning in 2015. This change in segment reporting had no impact on our consolidated financial statements.

A summaryAnalysis of our segment financial information is contained inFinancial Condition and Results of Operations — Results of Operations” and “Note 19.18 — Segment Information” of our notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Prior to the Merger, Everi Games operated in a single segment.

Our Products and Services

Everi Games Products and Services

Our Games products and services include commercial products,devices, such as Class III products, Native American Class II products,offerings and other bingo products, Class III offerings, video lottery terminals, accounting and central determinant systems, and other back office systems. InWe conduct our Games segment business based on results generated from the following major revenue streams: (a) Gaming Operations; (b) Gaming Equipment and Systems; and (c) Gaming Other.
Gaming Operations
With respect to our Gaming Operations revenue stream, we primarily offer: (a) leased gaming equipment on a participation or a fixed daily fee basis; (b) local-area progressive machines; (c) wide-area progressive machines (“WAP”); (d) TournEvent® machines; (e) accounting and central determinant systems; and (f) interactive gaming activities.


In connection with our leased gaming equipment, we generally retain ownership of the leased gaming equipmentmachines installed at customer facilities andfacilities. We receive recurring revenue based on a

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percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility.fee. We also make direct sales of player terminals, licenses, back office systems and other related equipmentcontinue to customers. The majority of these direct sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.

With respect toexpand our Games business, we have expanded our licensinggame placements into new jurisdictions, increasedincrease investment in research and development, and introducedintroduce premium game products (which typically include high definition (“HD”) dual-screens, liquid crystal display (“LCD”) panels,hardware and red green blue (“RGB”) top box lighting).theme content. From itsour historical focus on placement of standard games into the Oklahoma and Washington tribal markets, Everi Games has diversified its installed base in recent years with entry into new commercial and tribal markets as well as the development and placement of premium products.markets. Everi Games has grown premium game installations with approximately 1,7502,859 units installed (representing more than 13%approximately 20.4% of our installed base)base as of December 31, 2018) since entering the category threeapproximately six years ago. Development

In connection with our WAP offering, machines placed under such arrangements fall into the leased gaming equipment category and we retain ownership of high-earningsuch machines. We debuted our first WAP in Class II markets in 2017 and are now operating in Class III tribal markets as well. Spanning three product lines, our WAP is offered to customers onthe Player Classic, Core HDX, and Empire MPX cabinets. The original Class II offering, Jackpot Lockdown®, debuted with two themes — Jackpot Lockdown Mega Meltdown™ and Jackpot Lockdown High Voltage™. With the release of Diamond Blaze™ along with multiple other product offerings active on the link, the original Class II offering has expanded to Everi’s new premium games has supported Everi Games’ abilitysign package offering, Renegade 3600™. 
Gaming operations also include revenues generated under our arrangement to enter new markets, expand its footprint, and provide broad and new content across its installed base.

Everi Games provides the New York LotteryState Gaming Commission with an accounting and central determinant system for the VLTs in operation at licensed State of New York racetracks.gaming facilities. In January 2018, an amendment to the agreement between Everi Games and the New York State Gaming Commission was approved and became effective. Under this amendment, Everi Games will continue to provide and maintain the central determinant system for the New York Lottery through December 2019. As of December 31, 2015,2018, this central determinant system is connected to approximately 18,00018,500 VLTs and electronic table games (“ETGs”) provided by third-party providers and has the ability to interface with, provide outcomes to, and manage the VLTs as well as interface with and manage the 1,750 ETGs.VLTs. Pursuant to itsour agreement with the New York Lottery, Everi Games receivesState Gaming Commission, we receive a portion of the network-wide net win (generally, cash-in less prizes paid) per day in exchange for provision and maintenance of the central determinant system. In February 2009, the New York Lottery awarded Everi Games a contract extension through December 2017 and provided Everi Games an opportunity to expand its network as the New York Lottery licenses additional race track gaming facilities or the expansion of existing facilities in the state. Everi GamesWe also providesprovide central determinant system technology to Native American tribes in the State of Washingtonother licensed jurisdictions for which it receiveswe receive a portion of the revenue generated from the VLTs connected to the system.

In connection with our interactive activities, Everi operates in the following two areas: (a) business-to-consumer (“B2C”); and (b) business-to-business (“B2B”). B2C relates to games offered directly to consumers through our social, mobile application, which can be played using virtual currency. The Company earns revenues by providing the virtual currency to the consumers, or the players, whenever the consumers purchase additional virtual currency. This offering is limited to the area of free-to-play also referred to as social casinos, and is offered through connectivity with Facebook as well as mobile platforms such as the Apple App Store for Apple devices and the Google Play Store for Android devices. B2B relates to games offered to the online business partners who then offer the games to consumers. Everi has developed its own remote gaming server (“RGS”) leveraging our extensive library of land-based content that is delivered through the RGS. This library contains casino-themed social and mobile games, and games available for real money gaming (“RMG”) offered to the online business partners that operate in play-for-fun, or social casinos, and the regulated online casinos that operate in the RMG regulated markets. We enter into revenue share agreements with online business partners offering Everi's virtual games.
Gaming Equipment and Systems
With respect to our Gaming Equipment and Systems revenue stream, we enter into direct sales contracts generally for some combination of: (a) gaming equipment and player terminals, including TournEvent® machines; (b) game content; (c) license fees; (d) ancillary equipment; and (e) maintenance.
Gaming Other
With respect to our Gaming Other revenue stream, we offer our TournEvent of Champions® that allows winners of local and regional tournaments throughout the year to participate in a national tournament that results in the determination of a final champion.
Our Games products include:

Classic Mechanical Reel Games. Our full range of classic mechanical reel games provides players with a traditional, high denomination slot gaming experience. These games leverage our long-standing experience in building enduring brands, such asBlack Diamond,  Crystal Jackpots, Smokin’ 777, Double Eagle,® andJackpot Fire Wild Wild Gems®, among others, and feature a unique take on traditional slot games with eye-catching features. Super Jackpot Series™ offers large linked progressives on the Player Classic®cabinet packaged with overhead signage to display rolling progressive meters and exciting win celebrations from across the casino floor. The premiumSkyline mechanical reel series was released with™ top box is a vintage-inspired bezel for the Player Classic cabinet showcasing RGBred green blue lighting and a 24-inch LCDliquid crystal display (“LCD”) panel, with titles includingDouble Jackpot Gems Ultra Mega Meltdown ®, Kingmaker®, Blazin’ Gems®,andlicensed brands, such as Smokin’ Hot Stuff®and Canary DiamondsCasper®.



Video Reel Games. We offer a growing range of dual-screen and portrait single screen video reel games that providesprovide a uniquely entertaining slot gaming experience. These gamesThe most recent released titles leverage the Player HDCore HDX cabinet to®and Empire MPX™ cabinets (E43 and E5527) that deliver eye-catching graphics and full, rich sound. High denomination, high multi-line themes have been introduced toA range of progressive features round out our library in games on the market,E43, such asWarrior Legacy, Starry Night-HD, Lighting Zap Jackpotsand™, Smokin’ Hot GemsDiamond Rain®, along with a batch of gameplay features, such as the Windfall Reels Diamond Rain Jackpot Wheelon™, Fire Lion Cash Money®,and Mummy’s TombDiamond Money; the Wild Pairs™. The E5527 cabinet includes titles, such as feature on Smokin’ Hot Stuff Wicked WheelAntony®, and Cleopatrathe recently introduced Shark Week and with the new Nitro™ technology enabling display features across multiple devices.Bonnie and Clyde;  Blazin’ Streaks on Disco Fever;  Variable Direction Paylines on Time Twister; and Multi-Stage “Battle Bonus” on Pirates vs. Ninjas.  

Core HDX. TheCore HDXcabinetenhances the player gaming experience with its dual widescreen 23”23-inch monitors with 1080p HDhigh definition (“HD”) capability, integrated touchscreens, and premium 3-way sound system. ItsThe eye-catching cabinet commands a presence on the casino floor with game-controlled lighting and a custom premium LCD topper.topper, Apex N™. SelectCore HDXgames feature Everi Bet™, the bet configuration system that gives casino operators the power to optimize the casino floor for maxmaximum returns. The vast majority of our standard video library on our MForce® software platform is designed to be playable on theCore HDX.  Newly released games exclusive to the Core HDX cabinet include: Peking Fantasy,  Goddess of the Realm - Moon Stone,  Goddess of the Realm - Flame Star,  Jackpot Inferno, and Bonus Attack.

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High Rise Games. Our current premium participation slot game series features one of the industry’s largest top boxes, a vertically oriented 37-inch LCD screen that eliminates overhead signage, creates new possibilities for gaming action, offers LED lights around the perimeter of the top box screen, as well as unique bonus features. Four themes are being unveiled on the High Rise Games series, including Queen of Diamonds, Pirates Skull & Bones, The Money Man Big Cash Spin, and Smokin’ Hot Diamonds.  Queen of Diamonds is a 9-Reel, 32-Line theme featuring our new Jackpot Jump feature. Once any jackpot trigger is hit, players pick from one of four cards to find a diamond-suited Jackpot Jump card or a Queen of Diamonds card, which will “jump” the progressive prize by one or two tiers, respectively.

PlatinumEmpire MPX and The Texan HDX(E43). The award-winning PlatinumEmpire MPX represents adebuted in April 2017with the launch of the Company’s first premium participation cabinet on its WAP, and game series that offersthen launched its for-sale category Empire MPX products in December 2017.The new cabinet features a 40-inchsingle-screen 43-inch monitor, full 1080p HD graphics capabilities, and a fully-customizable touchscreen button panel, game-controlled runway lighting and six custom speakers, including two speakerspanel. Its efficient design allows for tighter bank configuration. Empire MPX licensed video content includes Casablanca™, Penn & Teller®, Buffy the Vampire Slayer™, Singin’ in the fully integrated interactive sound chair with RainEarthquake Shakers™, and technology. Willie Nelson™.

Empire MPX (E5527). The PlatinumE5527 is also uniquely designed to occupy less space on the casino floor, allowing for easy game bank and pod configurations. The all-new premium lease cabinet features a portrait oriented 55-inch upper display and landscape oriented 27-inch lower display that are sure to dazzle players. The cabinet leverages proven technology from Everi’s Empire MPX debutedto deliver an exciting new player experience with two games in 2014,visuals never before seen on an Everi gaming device. With its leading-edge cabinet design and innovative technology features, that both players and casino operators will appreciate, E5527 commands attention on the award-winning casino floor.Thundering Herd and Invasion 2: The Return, with new themes Smokin’ Hot Dice, Gargoyle, Her Majesty, and Myths & Legends.  
The Texan HDX. The Texan HDX is an 8-foot tall cabinet with twindual 42-inch HD video screens featuringand features a two-person bench seat.seat, integrated touch screens, and a premium three-way sound system. The cabinet is designed to showcase the Everi Standard Video Librarystandard video library in an oversized format, allowing the games to be prominently displayed on the casino floor.

TournEvent®. Our award-winning slot tournament system is a proven solution that allows gaming operators to switch from in-revenue gaming to out-of-revenue tournaments with the simple clickand to design and build a variety of flexible tournament formats, such as solo or team tournament play, session or round winner advancement, and cumulative or maximum scoring, including providing bonus opportunities that improve scores or automatically move a mouse.player to first place. The latest 4.3 TournEvent®5.0 game version released in 2015 includes an updated user interfacenew system enhancements that give operators more flexibility in setting up different types of tournaments including a cumulative scoring optionimprove operator efficiencies and hardware and offers engaging tournament games that gives casinos the ability to have the system automatically sum players’ scores in multi-session tournaments. The player(s) with the highest accumulated scores from all sessions win or advance. The new version also adds additional tournament sounds, animations, and tournament game options.attract players. With the wireless tablet option, casino operators will be able to sign up players for tournaments remotely, allowing for a more efficient tournament registration and an overall better tournament experience for the casinos and players alike. We believe that the out-of-revenue games, Cash Boom Bang with 4 Reel Frenzy and Crown Jewels with 4 Reel Frenzy, will improve slot tournaments, as tournament screens will explode into four sets of reels once a bomb appears. Jump to First and Pop-n-Win features may occur during this time as well. Additional game and system releases are planned for 2016, giving casino operators what we believe will be even more exciting game titles to select from and additional efficiency in the planning and operation of slot tournaments. TournEvent® also is available with multiple sign options, consisting of a rotating 55-inch monitor,65-inch television, lighted accent dividers, and the ability to be featured on new bank configurations.

Payments Products and Services

Everi FinTech
Our PaymentsFinTech products and services include solutions that we provide directly to gaming establishments to offer their patrons cash access relatedaccess-related services and products including: access to cash at gaming facilities via Automated Teller Machine (“ATM”)ATM cash withdrawals, credit card cash access transactions, and POS debit card cash access transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit, and data software; casino credit data and reporting servicesservices; and other ancillary offerings.

The We conduct our FinTech segment business based on results generated from the following is a description of the markets we addressmajor revenue streams: (a) Cash Access; (b) Equipment; and (c) Information Services and Other.

Cash Access
In connection with our principal Payments products and services:

Cash Access services, we offer the following:

ATM Cash Withdrawals. ATM cash withdrawal transactions represent the largest category of electronic payment transactions that we process, as measured by dollar and transaction volume. In an ATM cash withdrawal transaction, a patron directly accesses funds from a device enabled with our ATM service by either using an ATM card or a debit card to withdraw funds from the patron’s demand deposit account, or using a credit card to access the patron’s line of credit. In either event, the patron must use the Personal Identification Numberpersonal identification number (“PIN”) associated with such card. Our processor then routes the transaction request through an electronic funds transfer (“EFT”) network to the patron’s bank or issuer. issuer, as applicable.


Depending upon a number of factors, including the patron’s account balance or credit limit and daily withdrawal limit (which limits are set by the bank or issuer)issuer, as applicable), the bank or issuer will either authorize or decline the transaction. If the transaction is authorized, then the ATM-enabled device dispenses the cash to the patron. For a transaction using an ATM card or a debit card, the patron’s bankdemand deposit account is debited by the amount of cash disbursed plus a service fee that we assess the patron for the use of the ATM service. For a transaction using a credit card with a PIN, the patron’s credit card account is charged by the amount of the cash disbursed plus a service fee that we assess the patron for the use of the ATM service. In both cases, the service fee is currently a fixed dollar amount and not a percentage of the transaction size. We also receive a fee, which we refer to as a reverse interchange fee, from the patron’s card-issuing bank for accommodating the bank’scard issuer’s customer. In most circumstances, we

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pay a percentage of the service feethat we receive from the patron and, in some circumstances, a portion of the reverse interchange fees we receive, as a commission to our gaming establishment customers for the right to operate on their premises.

Credit Card Cash Access Transactions and POS Debit cardCard Cash Access Transactions. Patrons can perform credit card cash access transactions and POS debit card cash access transactions using many of our enabled devices. A patron’s credit card cash access limit is usually a sub-limit of the total credit line and is set by the card-issuing bank, not Everi.Everi FinTech. These limits vary significantly and can be larger or smaller than the POS debit cash access limit. A credit card cash access transaction obligates the patron to repay the issuing bank over time on terms that are preset by the cardholder agreement. A patron’s POS debit card allows the patron to make cash withdrawals at the point of salePOS in an amount equal to the lesser of the amount of funds in the account, or a daily limit that is generally five to ten times as large as the patron’s daily ATM limit.

When a patron requests a credit card cash access or POS debit card cash access transaction, our processor routes the transaction request through one of the card associations, or EFT networks, to the issuing bank. Depending upon several factors, such as the available credit or bank account balance, the transaction is either authorized or declined by the issuing bank. If authorized, the patron’s bank account is debited or the patron’s credit card balance is increased, in both cases, by an amount equal to the funds requested plus our service fee. The service fee is a fixed dollar amount, a percentage of the transaction size, or a combination of a fixed dollar amount and percentage of the transaction size. If the transaction is authorized, the device informs the patron that the transaction has been approved. The device then further instructs the patron to proceed to the gaming establishment’s cashier, or Company-operated booth,satellite cage (“financial services center”), to complete the transaction because credit card cash access and POS debit card cash access transactions must, in most circumstances, be completed in face-to-face environments and a unique signature must be received in order to comply with rules of the card associations. Once at the cashier booth, the patron acknowledges acceptance of the fee. We reimburse the gaming establishment for the amount of cash that it provided to the patron by either issuing a negotiable instrument to the gaming establishment or paying the gaming establishment via wire transfer or other similar form of electronic payment. In addition, we generally pay the gaming establishment a portion of the service fee as a commission for the right to operate on its premises, although this payment as a percentage of the fee is generally smaller for credit card cash access and POS debit card transactions than for ATM withdrawals. In addition, wepremises. We are also obligated to pay interchange fees to the issuing bank and processing costs related to the electronic payment transaction to card associations.

Check-Related Services. Patrons are able to cash checks at certain gaming establishments. When a patron presents a check to the cashier, the gaming establishment can accept or deny the transaction based on its own customer information and at its own risk, obtain third-party verification information about the check writer, the bank account number, and other information relating to the check to manage its risk, or obtain a warranty on payment of the check, which entitles the gaming establishment to reimbursement of the full face amount of the check if it is dishonored.

If a gaming establishment chooses to have a check warranted, it sends a request to a check warranty service provider, askinginquiring whether it would be willing to accept the risk of cashing the check. If the check warranty provider accepts the risk and warrants the check, the gaming establishment negotiates the patron’s check by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon presentment, the gaming establishment invokes the warranty, and the check warranty service provider purchases the check from the gaming establishment for the full check amount and then pursues collection activities on its own.

For those gaming establishments that seek to manage their own risk, we provide a subscription check verification service via a database operated by our subsidiary, Central Credit, LLC (“Central Credit”), which is used by gaming establishments to make credit issuing decisions. Central Credit maintains information on the check cashing and credit history of many gaming establishment patrons. For those gaming establishments that prefer to obtain a warranty, we currently provide check warranty services through a third-party check warranty service provider. We pay this third-party provider to assist with the warranty decision, check processing, billing, and collection activities. On our behalf, this third-party provider charges our gaming establishment customers a fee for the check warranty services, which is typically a percentage of the face amount of the check being warranted. In such circumstances, we receive all of the check warranty revenue. We are exposed to risk for the losses associated with any warranted items that cannot be collected from patrons issuing the items. Warranty expenses are defined as any amounts paid by the third-party provider to gaming establishments to purchase dishonored checks that will not be collectible from patrons and any expenses related to the collection on these amounts. We also pay certain fees and operating expenses to our third-party provider related to the provision of these services.

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Our principal Payments products and services consist of the following:

Casino Cash Plus 3-in-1 ATMsare unmanned, cash-dispensing machines that enable ATM cash withdrawals, POS debit card cash access transactions, and credit card cash access transactions directly or using our patented 3-in-1 Rollover functionality. Most financial institutions that issue debit cards impose daily ATM withdrawal limits, and, in manysome instances, aggregate and count Friday, Saturday, and Sunday as a single day in calculating such limits. If a patron has reached his or her daily ATM limit, our patented 3-in-1 Rollover functionality automatically enables the patron to obtain funds via a POS debit card cash access transaction or a credit card cash access transaction instead.

Check verification and warranty servicesCashClub allow®is a software payments platform that provides gaming establishments with a personal computer workstation software user interface and point-of-sale terminal that streamlines credit and debit card cash access transaction processing and check warranty transactions for casino patrons. It allows for electronic signature capture and dynamic currency conversion. It also interfaces with our Everi Compliance solutions (defined below) to manage and reduce risk on patron checks that they cash. A gaming establishment can query our Central Credit database to review the check cashing history of a gaming establishment patron before deciding whether to cash the patron’s check. If the gaming establishment desires additional protection against loss, it can seek a warranty on paymentassist casino operations with meeting regulatory requirements under Title 31 of the check. We have an exclusive relationshipBank Secrecy Act.
Equipment
In connection with a third-party check warranty service provider to market check warranty services to gaming establishments.

our Equipment, we offer the following:

Fully Integrated Kiosksare multi-function terminalsa complete line of products that combine ourprovide multiple functions to the casino floor. This includes cash access functionality, such as our 3-in-1 Rollover, which provides casino patrons access to perform cash advance, POS debit, and ATM transactions. The kiosks also provide functionality withto perform check cashing transactions, slot machine ticket redemption, and bill breaking, service capabilities.and loyalty program access as well as integration with mobile and wallet technology. The availability of our cash access servicesplatform on these slot ticket redemption devices provides us with additional points of contact with gaming patrons at locations that are usually closer to the slot machinesgaming devices than traditional cash access devices that are typically located on the periphery of the gaming area within the gaming establishmentcasino floor and also provides gaming patrons with more opportunities to access their cash with less cashier involvement, thereby creating labor cost savingsinvolvement.
Other Integrated Kiosk Solutions provide casinos with more efficient and streamlined methods for gaming establishments.

Jackpot kioskscash handling and transaction processing. These products are multi-function employee kiosks that allow casino personneldesigned to immediatelybe integrated with our cash access products and cage compliance software ensuring compliance with anti-money laundering regulations, and provide an automated way to process and dispense taxable jackpotscommon tax forms, such as the Internal Revenue Service Form W-2G or Form 1042-S. In addition, we offer equipment in the form of standalone, non-ATM terminals that perform authorizations for credit card cash tickets oraccess and POS debit card cash access transactions. Our kiosk solutions include the following products:

JackpotXchange family of kiosks, JXC 4.0,and JXC-L, enable casino personnel to efficiently access funds to pay out jackpots for their guests. These kiosks are integrated with all major slot systems to offer jackpot processing and pay-out in a combination of both. Jackpotscash or slot tickets. These kiosks offer gaming operators the ability to reduce workload at the cage and for slot personnel.
JackpotXpress is a full-featured jackpot and tax form management platform that exceed established localallows casino personnel to work through the complex jackpot process using a mobile tablet or federal dollar limitskiosk. JackpotXpress allows gaming operators to reduce jackpot wait times, eliminate cumbersome paper documents, and perform “know your customer” checks. It is fully integrated with our Everi Compliance (defined below), CageXchange, and JackpotXchange products.
CageXchange is a cash dispensing device that helps streamline casino cage operations. With CageXchange, cash is securely vaulted, creating increased security while also reducing cash shrinkage and helping to improve cashier accuracy. Additional efficiencies are taxableachieved from accelerating the process of cage cashiers obtaining money from the vault. CageXchange is integrated with CashClub® to create an efficient transaction for casino guests.
Our Cash Recycling Solutions allow casinos to fully automate the check in and requirecheck out process of money, saving time and expense. As gaming establishments vary in size and complexity, these Cash Recycling Solutions support a casino employeenumber of diverse resort operations such as retail, food and beverage, entertainment, and gaming operations.
Information Services and Other
In connection with our Information Services and Other solutions, we offer the following:
Maintenance provides for various forms of support to completemaintain our fully integrated kiosks. Our support operations, field service, and customer engagement teams provide quarterly and annual maintenance on these products and software systems to help maximize the efficiency of our products.


Everi Compliance is our suite of compliance software offerings for gaming operators that help gaming establishments comply with financial services and gaming regulations, which include software to assist with anti-money laundering regulations, such as filing currency transaction in orderreports (“CTRs”), and suspicious activity reports (“SARs”). In addition, these compliance solutions assist with “know your customer” checks to issue the patron a W-2G or 1042-S. The jackpot kiosk, which may also offer our other cash access services, automates and streamlines this process.ensure transactions are appropriately conducted.

Central Creditis our gaming patron credit bureau service which, on a subscription basis, allows gaming establishments to improve their credit-granting decisions by obtaining access to a database containing credit information and transaction data on millions of gaming patrons. Our gaming credit reports are comprised of information recorded from patron credit histories at hundreds of gaming establishments. We provide such information to gaming establishments that subscribe to the service. These establishments then use that data, among other things, to determine how much credit, if any, they will grant to a gaming patron. We typically charge our customers for access to gaming patron credit reports on a monthly basis and our fees are generally comprised of a fixed minimum fee plus per-transaction charges for certain requests.

Everi Compliance 

Other solutions include database services that allow gaming establishments access to information from our proprietary patron transaction database for purposes of player acquisition, direct marketing, market share analysis, and a variety of other patron promotional uses. Our proprietary patron transaction database includes information that is our suitecaptured from transactions we process. Patrons may “opt out” of compliance software offeringshaving their names included in marketing mailing lists. We also offer an online payment processing solution for gaming operators. These compliance solutions help ouroperators in states that offer intra-state, Internet-based gaming, establishment customers comply with financial services and gaming regulations. These compliance solutions include software to assist with anti-money laundering regulations, such as filing currency transaction reports (“CTRs”) and suspicious activity reports (“SARs”). Additionally, these compliance solutions also assist casinos in filing required tax forms in connection with the payout of jackpot winnings to patrons and assist casinos with auditing cash on the floor and in casino cages.

We also offer:

·

Stand alone, non-ATM terminals that perform authorizations for credit card cash access and POS debit card transactions.

·

Database services that allow gaming establishments access to information from our proprietary patron transaction database for purposes of player acquisition, direct marketing, market share analysis, and a variety of other patron promotional uses. Our proprietary patron transaction database includes information that is captured from transactions we process. Patrons may “opt out” of having their names included in marketing mailing lists.

·

An online payment processing solution for gaming operators in states that offer intra-state, Internet-based gaming and lottery activities.

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Manufacturing

We utilize contract manufacturers to produce the cabinets that make up our electronic gaming machines (“EGMs”) and our, kiosk products, as well asand other sub-assemblies. We have assembly facilities in Austin, Texas and Las Vegas, Nevada, where we assemble the EGMs and our kiosk products, which include the cabinets, computer assemblies, LCD screens, printers, bill validators and acceptors, and other wiring and harnesses. We believe that our sources of supply of component parts and raw materials for our products are generally adequate and we have few sole-sourced parts.

Research and Development

We conduct research and development activities primarily to develop gaming systems, gaminggame engines, casino data management systems, casino central monitoringbingo outcome determination systems, video lottery outcome determination systems, gaming platforms, and gaming content, as well asand to add enhancements toenhance our existing product lines. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based on our research and development investments, and we expect to continue to make such investments in the future. Research and development costs consist primarily of salaries and benefits, consulting fees, and game lab testing fees. Once the technological feasibility of a project has been established, it is transferred from research to development and capitalization of development costs beginscapitalized until the product isit becomes available for general release.

Customers

As of December 31, 2015,2018, we served over 1,000approximately 1,450 casinos and other gaming properties in the United States, Europe, Canada, the Caribbean, Central America, and Asia. In certain limited circumstances, we provide our products and services to non-gaming establishments, such as gas stations and other retail businesses associated with gaming establishment customers, howevercustomers. However, the revenue generated from these operations is not material to our operations and we do not actively market or target non-gaming establishment customers.

Sales and Marketing

We

In our Games business, we sell and market our products and services to gaming establishments primarily through the use of a direct sales force, which targets gaming establishments in the United States and in certain international markets. With respect to our gaming products, we participate in the Class IIIII and Class IIIII gaming machine markets, as well asand the central determinant system market in North America, through participation, or revenue share, and fixed fee arrangements, and the sale of proprietary EGMs and systems. For
In our FinTech business, we sell and market Cash Access (i.e., Cash Advance, ATM, and Check Services), Equipment (i.e., Kiosks Sales), Information Services and Other (i.e., Kiosk Services, Compliance Sales and Services, Central Credit Services, and Ancillary Services) through the years ended December 31, 2015, 2014, and 2013, our revenues from our operations outsideuse of a direct sales force, which targets gaming establishments in the United States were 2.9%, 2.7%, and 2.4% ofin certain international markets.
With respect to both our total revenue, respectively. All ofGames and FinTech businesses, our long-lived assets outside of the United States were immaterial for each of fiscal 2015, 2014, and 2013.

Our sales and marketing efforts are directed by a team of customer service executives, each of whom has business development responsibility for gaming establishments in specified geographic regions.



These customer service executives direct their efforts at allvarious levels of gaming establishment personnel, includingincluding: senior executives, finance professionals, marketing staff, slot directors, and cashiers, and seek to educate them on the benefits of our products and services. In some cases, our customer service executives are supported by field account managers,service and customer engagement teams, who provide on-site customer service to most of our customers. In other cases, our sales executives directly maintain the customer relationships. These customer service executives and field account managersservice and customer engagement teams generally reside in the vicinity of the specific gaming establishments that they support to ensure that they responda prompt response to the customer service needs of those gaming establishments. We also have joint sales efforts with a number of strategic partners, including independent sales organizations, which allow us to market our products and services to gaming establishments through channels other than our direct sales force.

Competition

In

With respect to our Games business, we compete across different gaming markets with a variety of gaming equipment suppliers. Competition is generally based upon the: (a) amount of revenue our products generate for our customers relative to the amount of revenue generated by our competitors’ products,products; (b) prices and/orand fees we and our competitors charge for products and services offered,offered; and (c) appeal of our competitors’ products to gaming patrons, which has a direct effect on

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the volume of play generated by a product and, accordingly, the revenues generated for our customers. To drive customer demand and improve product attractiveness, to end users, we are continually workingwork to develop new game themes, gaminggame engines, hardware platforms, and systems that appeal to gaming patrons, all while working to release these new products to the marketplace in a timely manner.

In

With respect to our PaymentsFinTech business, we compete with other providers of cash access services to the gaming industry as well as with financial institutions and other regional and local banks that operate ATMs on the premises of gaming establishments. Some of these other providers and financial institutions have established cooperative relationships with each other to expand their service offerings. Although almost all gaming establishments outsource their cash access service to third-party providers because providing these services is not a core competency of gaming establishment operators, and because gaming establishment operators are unable to achieve the same scale that can be obtained by third-party providers that deploy cash access services across multiple gaming establishments, we on occasion doWe also face competition from gaming establishments that may choose to operate their own in-house cash access systems. In recent years, we have also faced increased competition fromfrom: (a) independent sales organizations, which provide basic services and aggressive pricing, from gaming equipmentpricing; (b) other manufacturers that provide similar goods and system providers that manufacture kiosks that directly, or through affiliates with third parties, which offer ATMservices; and other cash access products and services, and from(c) traditional transaction processors that have entered the gaming patron cash access services market. This increased competition amongst these various providers of cash access services has resulted in pricing pressure and margin erosion with respect to our core cash access products and services.

Proprietary Rights

In addition to competing with various providers of cash access services, FinTech has experienced competition from either those same providers or stand-alone providers of anti-money laundering compliance products and self-service kiosks for ticket redemption and jackpot redemption.

Intellectual Property
We believe the ability to introduce and respond to technological innovation in the gaming industry will be an increasingly important qualification for the future success of any provider of cash access and gaming-related products and services. Our continued competitiveness will depend on: (a) the pace of our new product development,development; (b) our patent, copyright, trademark, and trade secret protection,protection; and (c) our relationships with customers. Our business development personnel work with gaming establishments, our technology and other strategic partners, and the suppliers of the financial services upon which our cash access services rely, to design and develop innovative products and services that appeal to gaming patrons.

We rely on a combination of patents, trademarks, copyrights, trade secrets, and contractual restrictions to protect our intellectual property. In our business, we have over 220 patents issued related to games and systems and processes, and have more than 60 patent applications pending world-wide. The expiration dates of these patents vary and are based on their filing and issuances dates. We intend to continue to actively file for patent protection, when such filings are commercially reasonable, within and outside the United States. We also seek trademark protection for our names and products and have registered hundreds of trademarks in the United States and various foreign countries. Under permission or license agreements with third parties, we also sell gaming products covered by independently filed copyrights, trademarks, and/or patents. Typically, these contracts require us to pay royalties to the licensing party. Royalty expenses are included in the cost of gaming and systems in our consolidated financial statementsFinancial Statements included elsewhere in this Annual Report on Form 10-K. In addition to our patents, trademarks, and copyrights, we also rely on a broader scope of intellectual property including trade secrets, in-house know-how, and innovation.

Seasonality
Our revenues and cash flows may fluctuate throughout the year driven by seasonality in player demand and activity. We generally experience higher operating results during the first half of a year and lower operating results during the second half of a year, however, such fluctuations do not have a material impact on our revenues and cash flows.
Employees

As of December 31, 2015,2018, we had approximately 9001,250 employees. We believe that our relations with our employees are good. We have never experienced a work stoppage and none of our employees are subject to a collective bargaining agreement.

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Available Information

Our website address is www.everi.com. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our earnings conference calls are web cast live via our website. In addition to visiting our website, you may read and copy any document we file with the SEC at www.sec.gov.
REGULATION
General
We believe that we are in substantial compliance with all material gaming and financial institution laws applicable to our business. We have a diligent internal compliance program to ensure compliance with our business activities, as well as legal requirements generally applicable to all publicly traded companies. The compliance program is directed on a day-to-day basis by our Chief Compliance Officer. Legal advice is provided by attorneys from the SEC’s Public Reference Room at 100 F. Street NE, Washington, D.C. 20549Company’s legal department and outside experts. The compliance program is overseen by the Corporate Compliance Committee, which includes a gaming law expert as an independent member. We can give no assurance, however, that our business activities or at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for informationactivities of our customers in the gaming industry will not be subject to any regulatory or legal enforcement proceedings in the future and a violation of applicable laws by us or any of our subsidiaries could have a material adverse effect on our financial condition, prospects, and results of operations. Depending on the Public Reference Room.

REGULATION

nature of any noncompliance, our failure to comply with such laws, regulations, and ordinances may result in the suspension or revocation of any license, registration, or other approval, a partial or complete cessation of our business, seizure of our assets, as well as the imposition of civil fines and criminal penalties.

Gaming Regulation

The gaming industry is highly regulated under legal systems that frequently evolve and change based on governmental public policies. Various aspects of our business are subject to comprehensive laws, regulations, and ordinances applicable to the ownership, management, and operation of gambling establishments as well as certain financial services conducted at such establishments. These gamingThe stated policies and other purposes behind such laws, regulations, and ordinances require usare generally to: (i) ensure the public’s trust and confidence in legalized gambling through a system of mandated regulation, internal controls, accounting practices, and operating procedures; and (ii) promote economic activity for the state, county, and local governments through revenue opportunities emanating from taxes, licensing fees, and other economic benefits arising out of gambling and related activities.
A description of the material regulations to be licensed, registered, found suitable, qualified or otherwise approvedwhich we are subject is set forth below.
Gaming Authorities. We are regulated by various city, county, state, provincial, federal, tribal, and foreign government agencies (collectively, “Gaming Authorities”) in the jurisdictions where we conduct business.business as either a: (i) manufacturer of gaming devices, in those jurisdictions where we manufacture gaming devices and systems; (ii) supplier of “associated equipment,” in those jurisdictions where we sell and service fully integrated kiosks and other integrated kiosk solutions; and (iii) non-gaming supplier or vendor, in those jurisdictions where we provide cash access and Central Credit services only. We must maintain those licenses, registrations, or other approvals in good standing to continue our business, which generally imposes certain (i) financial and operational reporting, and oversight requirements, and (ii) character and fitness suitability requirements, in each case administered by the Gaming Authorities, upon us and our affiliated or subsidiary organizations, as well as the officers, directors, key personnel and, in certain instances, holders of our debt and/or equity securities in each of those organizations, and our material business associates.business. Gaming Authorities have broad discretion in determining whether to grant a license, registration, or other approval. Subject to complying with certain procedural requirements, Gaming Authorities may deny any application, or limit, condition, restrict, revoke or suspend any license, registration, finding of suitability, qualification, or other approval for any cause deemed reasonable to them.

In general,

Approvals, Licensing and Suitability
The process of obtaining necessary licenses, registrations, or other approvals often involves substantial disclosure of confidential or proprietary information about us and our officers, directors, key personnel and, in certain instances, beneficial owners of our debt or equity securities, and requires a determination by the licensure, qualificationregulators as to our suitability as a manufacturer, supplier, or vendor to gaming establishments. Gaming regulatory authorities have broad discretion and approval requirementsmay require any beneficial holder of our securities, regardless of the number of shares of common stock or amount of debt securities owned, to file an application, make personal or confidential disclosures, be investigated, and the regulations imposed on non-gaming suppliersbe subject to a determination of suitability. Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, vendors are less stringent than those requirements and regulations imposed on gaming operators, gaming-related manufacturers and suppliers.  However,in some jurisdictions, do not distinguish between non-gamingnon-voting securities, typically 5%, to report the acquisition to Gaming Authorities, and gaming suppliers and vendors while other jurisdictions classify allGaming Authorities may require such holders to apply for qualification or a finding of our products and services as gaming-related.  In those jurisdictions which classify our products and services as gaming-related, we aresuitability, subject to the more stringent licensing and regulatory framework. The stated policies and otherlimited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes behind such laws, regulations, and ordinances are generally to: (i) ensure the public’s trust and confidence in legalized gambling through a system of mandated regulation, internal controls, accounting practices, and operating procedures, and (ii) promote economic activity for the state, county and local governments through revenue opportunities emanating from taxes, licensing fees, and other economic benefits arising out of gambling and related activities.

Moreover, ouronly.



Product Approvals
Our gaming devices and certain other products and technologies must be certified or approved by Gaming Authorities in many jurisdictions where we conduct business. These Gaming Authorities test the gaming devices, systems, and related equipment directly or through an independent testing laboratory and may also require a field trial under the regulator’s technical standards before allowing us to sell the product. Although we collaborate closely with the Gaming Authorities and independent testing laboratories, we cannot control whether our products will be approved or the length of time taken to review our products for sale to third parties.

We believe Moreover, there are no guarantees that we arewill be successful in substantial compliance withobtaining and maintaining all materialnecessary licenses, permits, and approvals and to continue to hold other necessary gaming licenses, permits, and financial institution laws applicableapprovals to conduct our business.  We can give no assurance, however, that our business activities or the activities of our customers in the gaming industry will not be subject to any regulatory or legal enforcement proceedings in the future and a violation of applicable gaming lawsbusinesses either as currently being conducted by us or any ofto expand our subsidiaries could have a material adverse effect on our financial condition, prospects and results of operations. Depending on the nature of any noncompliance, our failure to comply with such laws, regulations, and ordinances may result in the suspension or revocation of any license, registration, or other approval, a partial or complete cessation of our business, seizure of our assets, as well as the imposition of civil fines and criminal penalties.

businesses.

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A description of the material regulations to which we are subject is set forth below.

Federal Regulation. At the federal level, we are subject to two key pieces of legislation. Our Native American customers are regulated by the National Indian Gaming Commission (“NIGC”), which was established by the Indian Gaming Regulatory Act of 1988 (the “IGRA”(“IGRA”). The NIGC has regulatory authority over certain aspects of Native American gaming and defines the boundaries of our dealings with the Native American marketplace and the level of regulatory authority to which these games are subject. IGRA establishes three classes of gaming, each with a different regulatory framework:

Class

ClassType of Games

Regulatory Oversight

I

Social gaming for minimal prizes and traditional Indian gaming.

Exclusive regulation and oversight by tribal governments.

II

Bingo (both in traditional and electronic form).

Regulation by tribal governments with NIGC oversight.

III

Casino style games (including slot machines, blackjack, craps, and roulette).

Must be permitted by the state in which the tribe is located. The state and the tribe must have negotiated a compact approved by NIGC, and the tribe must have adopted a gaming ordinance approved by the NIGC.

We sell our gaming devices and systems in both Class II and Class III markets.

Class III gaming on Native American tribal lands is usually subject to the negotiation of a compact between the tribe and the proximate state attendant to where the tribe intends to operate a gaming facility. These tribal-state compacts typically include provisions entitling the state to receive significant sums of money in exchange for the tribe’s operation of Class III gaming. While tribal-state compacts are intended to document the agreement between the state and a tribe, these tribal-state compacts can be subject to disputes relative to permitted Class III gaming operations.
The Johnson Act. The Johnson Act, as amended by the Federalfederal Gambling Devices Act of 1962 (the “Johnson Act”), requires that we register annually with the Criminal Division of the United States Department of Justice and requires a wide variety of record keeping and equipment identification efforts on our part. Registration is required in order for us to sell, distribute, manufacture, transport, and/or receive gaming equipment, machines, or components across state lines. If we fail to comply with the requirements set forth under the Johnson Act, we could become subject to a variety of penalties, including, but not limited to, the seizure and forfeiture of equipment.

State and Tribal Gaming Commissions. We are regulated by gaming commissions or similar authorities at the state or tribal level as either a (i) manufacturer of gaming devices, in those jurisdictions where we manufacture gaming devices and systems, (ii) supplier of “associated equipment,” in those jurisdictions where we sell and service fully integrated kiosks and jackpot kiosks, and/or (ii) non-gaming supplier or vendor, in those jurisdictions where we provide cash access and Central Credit services only.

The process of obtaining necessary licenses, registrations, or other approvals often involves substantial disclosure of confidential or proprietary information about us and our officers, directors, key personnel and, in certain instances, beneficial owners of our debt and/or equity securities, and requires a determination by the regulators as to our suitability as a manufacturer, supplier, or vendor to gaming establishments. Such suitability examinations may also generally include the following:

·

requiring the licensure or finding of suitability of any of our officers, directors, key employees, or beneficial owners of our debt and/or equity securities as well as our key third-party vendors, suppliers, customers, and other companies with whom we conduct business;

·

the termination or disassociation with such officer, director, key employee, or beneficial owner of our securities that fails to file an application or to obtain a license or finding of suitability and prohibiting unapproved payments and distributions to such persons;

·

the submission of detailed financial and operating reports;

·

the submission of reports of material loans, leases, sales of securities, and financings; and

·

the regulatory approval of certain material transactions, such as the merger with or acquisition of other  companies, the transfer or pledge of our stock or other equity interests or restrictions on transfer of such interests, or similar financing transactions.

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These regulatory obligations are imposed upon gaming-related manufacturers, suppliers, or vendors on an ongoing basis, and there are no guaranties that we will be successful in obtaining and maintaining all necessary licenses, permits, and approvals and to continue to hold other necessary gaming licenses, permits, and approvals to conduct our businesses as currently being conducted by us. The expansion of our businesses, the introduction of new games, systems, products or services, or changes to applicable rules and regulations may result in additional regulatory or licensing requirements being imposed upon us. Many Gaming Authorities will require us to submit software and other key technology components of our gaming devices and systems, as well as our fully integrated kiosks and jackpot kiosks, to government or third-party gaming laboratories for testing and certification prior to deploying such games, systems, and devices in a particular gaming jurisdiction.

Gaming regulatory authorities have broad discretion and may require any beneficial holder of our securities, regardless of the number of shares of common stock and/or amount of debt securities owned, to file an application, make personal or confidential disclosures, be investigated, and be subject to a determination of suitability. Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5%, to report the acquisition to Gaming Authorities, and Gaming Authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only. If a beneficial holder of our securities is a corporation, partnership, or trust, such entity must submit detailed business and financial information, which may include information regarding its officers, directors, partners, key personnel, and beneficial owners. Further disclosure by those officers, directors, partners, key personnel, and beneficial owners may also be required. Under some circumstances and in some jurisdictions, an institutional investor, as defined in the applicable gaming regulations, that acquires and holds a specified amount of our securities in the ordinary course of its business may apply to the regulatory authority for a waiver of these licensure, qualification, or finding of suitability requirements, provided that the institutional investor holds the voting securities for investment purposes only, meets certain thresholds relating to the number of securities held, and certifies as to its intentions not to directly or indirectly exert control or influence over the management, policies, and operations of the licensed entity or to change its corporate governance documents.

Tribal-State Compacts and Tribal Regulation. Native American gaming is subject to the review of the NIGC and other applicable laws. Native American tribes must adopt and submit for NIGC approval the ordinances that regulate their gaming activities. Pursuant to the requirements of IGRA, our tribal customers require the tribe to have the sole proprietary interest in their gaming activities. Because federally recognized Native American tribes are independent governments with sovereign rights, Native American tribes can enact their own laws and regulate gaming operations and contracts, and, with some exceptions, generally enjoy sovereign immunity from lawsuits similar to that of the individual states and the United States.

Class III gaming on Native American tribal lands is subject to the negotiation of a compact between the tribe and the state in which they plan to operate a gaming facility. These tribal-state compacts typically include provisions entitling the state to receive a portion of the tribe’s gaming revenues. While tribal-state compacts are intended to document the agreement between the state and a tribe, these tribal-state compacts can be subject to disputes relative to permitted Class III gaming operations. Currently, we operate in three states where compacts materially affect our business: Oklahoma, Washington and, California.

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·

Oklahoma. In 2004, the Oklahoma Legislature authorized certain forms of gaming at racetracks and gaming at tribal facilities pursuant to tribal-state compacts. While the racetrack facilities can operate a limited number of instant and bonanza-style bingo games and electronic amusement games, the compacts between the Native American tribes and the state allow tribal facilities to include an unlimited number of electronic instant and bonanza-style bingo games, electronic amusement games and non-house-banked tournament card games. Vendors placing games at any of these facilities are required to gain state licensing approval as well as licensing approval from each individual tribe. Furthermore, all electronic games must receive certification from independent testing laboratories and are subject to technical specifications maintained by the Oklahoma Horse Racing Commission and the individual tribal gaming authorities.

·

Washington. Our activities in the State of Washington are governed pursuant to compacts between the state government and Native American tribes located in Washington. We offer a range of Class II and Class III player terminals to our customers in Washington that are operated in conjunction with local central determinant systems as described above. Compacts between the state and tribes are recognized by IGRA to permit Class III gaming.

·

California. Our activities in the State of California are governed pursuant to compacts between the state government and Native American tribes located in California. These compacts are recognized by IGRA and permit the tribes to offer both Class II and Class III gaming machines within their gaming facilities. We offer a range of Class II linked interactive electronic games as well as Class III gaming machines to our customers in California.

Charity Regulation. We have historically supplied bingo games and systems to nonprofit organizations that operate these games for charitable, educational and other lawful purposes. Bingo for charity is not subject to a nationwide regulatory system, such as the system created by IGRA to regulate Native American gaming, and, as a result, regulation for this market is generally on a state-by-state basis, although in some cases it is regulated by county commissions or other local government authorities.

Lottery Commissions. Most States and the District of Columbia have lotteries. The operation of lotteries is subject to extensive regulation. Many aspects of lottery operations are determined by state or local legislation, but lottery regulatory authorities exercise significant discretion to ensure the integrity of contract awards and lottery operations, including in the process of selecting suppliers of equipment, technology and services and retailers of lottery products.  Lottery regulatory commissions typically require detailed background disclosure by and investigations of vendors and their subsidiaries, affiliates, principal stockholders, officers, directors, and employees who will be directly responsible for the operation of lottery systems.  These regulators may have authority to order removal of employees who they deem to be unsuitable or whose presence they believe may adversely affect the operational security or integrity of the lottery. Some lottery commissions mandate extensive personal and financial disclosure and background checks from persons and entities beneficially owning a specified percentage (typically 5% or more) of a vendor's securities. The failure of such beneficial owners of our securities to cooperate with the regulators could result in penalties, jeopardize the award of a lottery contract to us, or provide grounds for termination of an existing lottery contract.

Internet and Online Gaming Regulation. Several states have passed implementing legislation and/orand regulations to allow certain intra-state, wager-based, online casino, and/or lottery games, such as online poker, online lottery, lottery ticket purchases, or lottery ticket subscriptions. This is due, in part, to (a) a rule of construction contained within the Unlawful Internet gaming Enforcement Act (“UIGEA”) that limits and prevents UIGEA application from altering, limiting or extending any federal, state or tribal laws regulating gambling, (b) a definition within UIGEA that excludes certain intra-state, intra-tribal and interstate horseracing transactions from the phrase “unlawful Internet gambling,” provided certain threshold requirements are met, and (c) a memorandum dated September 20, 2011 and published by the United States Department of Justice, Criminal Division, in which the Department concludes, among other things, that the Federal Wire Act of 1961 (the “Wire Act”) does not apply to interstate transmissions of wire communications that do not relate to a sporting event or contest. To date, several states such as Delaware, Georgia, Illinois, Michigan, Minnesota, Nevada, New Jersey, North Carolina and North Dakota have authorized some form of internetInternet or online gaming or lottery activities.

However, the legislative and regulatory environment surrounding online, wager-based games in the United States remains uncertain and complex, and it is unclear how the legislative and regulatory framework governing these activities will

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may continue to evolve in the future. Many states have yet to introduce or finalize regulations regarding the licensing and operational requirements regarding online, wager-based activity, including the licensing and technological requirements relating to the funding and processing of payments relating to online, wager-based casino and lottery games. In addition, the funding of online casino gaming activity is subject to the requirement of the UIGEA, which may prohibit or significantly impede the funding of online, wager-based gaming activity. There is also a possibility that the Wire Act may be amended in the future to prevent or prohibit the use of Internet or mobile-based platforms regardless of the involvement of a sporting event or contest. 

Financial Services Regulation

Our PaymentsFinTech business is also subject to a number of financial services regulations:

Durbin Amendment. On June 29, 2011,Rules promulgated by the Board of Governors of the Federal Reserve Board issued a final rule establishing standards for debit card interchange fees, among other things, which took effect on October 1, 2011. This rule, Regulation II (Debit Card Interchange Fees and Routing) was promulgated pursuant toSystem, required as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as modified by(the “Dodd-Frank Act”), including the so-called Durbin Amendment (the “Durbin Amendment”) and establishes,, establish, among other things, standards for assessing whether debit card interchange fees received by certain debit card issuers are reasonable and proportional to the costs incurred by issuers for electronic debit transactions. Debit card interchange fees are established by payment card networks and ultimately paid by merchants to debit card issuers for each debit transaction.



Anti-Money Laundering. The USA PATRIOT Act of 2001, other federal statutes, generally referred to as the Bank Secrecy Act, and its implementing federal regulations require us to establish and maintain an anti-money laundering program. Our anti-money laundering program includes: internal policies, procedures, and controls designed to identify and report money laundering, a designated compliance officer, an ongoing employee training program, and an independent audit function to test the program. In addition, the cash access services that we provide are subject to record keeping and reporting obligations under the Bank Secrecy Act. Our gaming establishment customers are required to file a SAR with the U.S. Treasury Department’s Financial Crimes Enforcement Network to report any suspicious transactions relevant to a possible violation of law or regulation. We are also required to file a SAR where we provide our cash access services directly to patrons through satellite cages (“booths”)financial services centers that we staff and operate. To be reportable, such a transaction must meet criteria that are designed to identify the hiding or disguising of funds derived from illegal activities. Our gaming establishment customers, in situations where our cash access services are provided through gaming establishment cashier personnel, and we, in situations where we provide our cash access services through a booth location,financial services center, are required to file a CTR of each deposit, withdrawal, exchange of currency, or other payment or transfer by, through, or to us which involves a transaction in currency of more than $10,000 in a single day. Our QCP WebCashClub® product can assist in identifying transactions that give rise to reporting obligations. When we issue or sell drafts for currency in amounts between $3,000 and $10,000, we maintain a record of information about the purchaser, such as the purchaser’s address and date of birth.

Fund Transfers. Our POS debit card cash access transactions, credit card cash access transactions, and ATM services are subject to the Electronic Fund Transfer Act, which provides cardholders with rights with respect to electronic fund transfers, including the right to dispute unauthorized charges, charges that list the wrong date or amount, charges for goods and services that are not accepted or delivered as agreed, math errors, and charges for which a cardholder asks for an explanation or written proof of transaction along with a claimed error or request for clarification. We believe the necessary policies and procedures have been implemented throughout our organization in order to comply with the regulatory requirements for fund transfers.

State Money Transmission LawsMostMany states in whichwhere we issue the negotiable instruments that are used to complete credit card cash access and POS debit card cash access transactions or offer our online payment processing solution require us to have a money transmitter license.

Credit Reporting. Our Central Credit gaming patron credit bureau services and check verification and warranty services are subject to the Fair Credit Reporting Act (the “FCRA”) and the Fair and Accurate Credit Transactions Act of 2003 (the “FACTA”) and their implementing rules, which require consumer credit bureaus, such as Central Credit, to provide credit report information to businesses only for certain purposes and to otherwise safeguard credit report information, to disclose to consumers their credit report on request, and to permit consumers to dispute and correct inaccurate or incomplete information in their credit report. These laws and rules also govern the information that may be contained in a consumer credit report. We continue

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to implement policies and procedures as well as adapt our business practices in order to comply with these laws and regulations. In addition to federal regulations, our Central Credit gaming patron credit bureau services are subject to the state credit reporting regulations that impose similar requirements to the Fair Credit Reporting ActFCRA and the Fair and Accurate Credit Transactions Act of 2003.

FACTA.

Debt Collection. We currently outsource most of our debt collection efforts to third parties. However, we do engage in debt collection to collect on chargebacks on our cash access products and unpaid balancesfor services performed for our check services, Central Credit services, compliance services, receivables relating to the sale and service of our fully integrated kiosks and jackpot kiosks,other integrated kiosk solutions, and other amounts owing to us in connection withperforming various services for our customers. All such collection practices may be subject to the Fair Debt Collection Practices Act (the “FDCPA”), which prohibits unfair, deceptive, or abusive debt collection practices, as well as consumer-debt-collection laws and regulations adopted by the various states.

Privacy Regulations. Our collection of information from patrons who use our financial products and services, such as our cash access services, are subject to the financial information privacy protection provisions of the Gramm-Leach-Bliley Act of 1999 (the “GLBA”) and its implementing federal regulations. We gather, as permitted by law, non-public, personally-identifiable financial information from patrons who use our cash access services, such as names, addresses, telephone numbers, bank and credit card account numbers, and transaction information. The Gramm-Leach-Bliley ActGLBA requires us to safeguard and protect the privacy of such non-public personal information and also requires us to make disclosures to patrons regarding our privacy and information sharing policies and give patrons the opportunity to direct us not to disclose information about them to unaffiliated third parties in certain situations. We are also subject to state privacy regulations which, in some cases, may be even stricter than federal law. We continue to implement policies and programs as well as adapt our business practices in order to comply with federal and state privacy laws and regulations. In addition, we are also subject to foreign data protection and privacy laws including, but not limited to, the European Union General Data Protection Regulation, which became effective in May 2018 and requires companies to meet new requirements regarding data privacy and security.

ATM Operations. The Electronic Fund Transfer Act requires us to disclose certain notices regarding the fees that we charge for performing an ATM transaction as well as to incorporate such notices on the ATM screens to notify patrons of such fees prior to completing an ATM transaction. Our ATM services are also subject to applicable state banking regulations in each jurisdiction in which we operate ATMs which require, among other things, that we register with the state banking regulators as an operator of


ATMs, that we provide gaming patrons with notices of the transaction fees assessed upon use of our ATMs, that our transaction fees do not exceed designated maximums, that we offer gaming patrons a means of resolving disputes with us, and that we comply with prescribed safety and security requirements. In addition, the ATMs that we operate are subject to requirements of the Americans with Disabilities Act, which in general require that ATMs be accessible to individuals with disabilities, such as visually-impaired persons.

Check Cashing. In jurisdictions in which we serve as a check casher, we are required to be licensed by the applicable state banking regulator to operate as a check casher. Some states also impose restrictions on this activity, such as limits on the amounts of service fees that may be imposed on the cashing of certain types of checks, requirements as to records that must be kept with respect to dishonored checks and requirements as to the contents of receipts that must be delivered to gaming patrons at the time a check is cashed.

Network and Card Association Regulations. In addition to the governmental regulation described above, some of our services are also subject to rules promulgated by various payment networks, EFT networks, and card associations. For example, we must comply with the Payment Card Industry (“PCI”) Data Security Standard. We have been designated as a compliant service provider under the PCI Data Security Standard. We must be certified to maintain our status as a compliant service provider on an annual basis.

In addition, Europay, MasterCard and Visa jointly developed new card security features (“EMV”),

EMV, designed to deter fraudulent card transactions related to identity theft, counterfeit cards, and the misuse of lost or stolen cards via enhanced card authentication, transaction authorization, and cardholder verification using chip-based smart-cards. EMV has been adopted in many regions of the world as the global standard for fraud deterrence in chip-based smart-card payments. The U.S. payments industry has until recently continued to rely on magnetic stripe cards instead of EMV-compliant chip-based cards. However, U.S. card issuers are beginning to offer EMV-capable chip-based smart-cards, and, beginning inIn October 2015, the network and card associations will beginbegan shifting liability for fraudulent POS and ATM transactions generated through EMV-capable cards onto merchants whose devices are not capable of processing chip-based smart-card EMV transactions. The liability shift for ATM transactions onto merchants began in October 2015. This shifts the responsibility for chargebacks due to fraudulent transactions on such cards from the card issuer onto the merchant.
As a merchant in

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connection with our cash access transactions processed through MasterCard, Visa, Discover, and Visa, we must upgrade or replaceAmerican Express, all who have adopted the EMV standard, and as an operator of ATMs, our existing fleet of U.S.-basedPOS, fully integrated kiosk, and ATM devices are subject to accept the EMV standard. This requires us to upgrade the software on a significant portion ofmaintain our currently deployed fleet of U.S.-based POS, fully integrated kiosk, and ATM devices. Additionally, we may have to replace a portion of our devices with newer devices equipped with the minimum hardware requirements to support EMV.

the EMV standard.

International Regulation

We are also subject to a variety of gaming and financial services regulations and other laws, including the Foreign Corrupt Practices Act, in the international markets in which we operate. We expect to become subject to additional gaming and financial services regulations and other laws in the jurisdictions into which we expand our operations. Our expansion into new markets is dependent upon our ability to comply with the regulatory regimes adopted by such jurisdictions. Difficulties in obtaining approvals, licenses or waivers from the gaming
In addition, refer to “Item 1A. Risk Factors — Risks Related to Regulation of Our Industry” for additional industry, state, and monetary authorities, in addition to other potential regulatory and quasi-regulatory issues that we have not yet ascertained, may arise in other international jurisdictions into which we wish to enter. 

federal regulations impacting our business.

Item 1A.  Risk Factors.

Factors.

The following section describes material risks and uncertainties that we believe may adversely affect our business, financial condition, results of operations, or the market price of our stock. This section should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements and “Item7. Management’s Discussion and Analysis ofour Financial ConditionStatements and Results of Operations “includedincluded elsewhere in this Annual Report on Form 10-K.


Risks Related to Our Business

We have recorded net losses in each of the two fiscal years prior to fiscal year 2018 and we may not remain profitable.

generate profits in the future.

We had net lossincome of $105.0$12.4 million and net incomelosses of $12.1$51.9 million and $249.5 million for the years ended December 31, 20152018, 2017, and 2014,2016, respectively. As a result of the interest payments on the indebtedness incurred in connection with the Merger,Everi Holdings’ purchase of Everi Games Holding in December 2014 (the “Merger”), amortization of intangible assets associated with the Merger and other acquisitions, other related acquisition and financing costs, asset impairment charges, and depreciation, and other amortization, we may not be able to remain profitablegenerate profits in the future. We expectOur ability to continue to incur charges in the future in connection with the Merger and future acquisitions and we cannot assure you that we will generate net profits from operations in 2016 or subsequent years. Our ability to generate net profits in the future will depend, in part, on our ability to:

·

continue to successfully integrate our Games and Payments businesses;

·

establish strategic business relationships with new and existing customers;

·

sell our products and services into new markets and to new customers in existing markets and retain our existing customers;

·

develop new games or license third party content in our Games business and develop new products and services in our Payments business;

·

effectively manage a larger and more diversified workforce and business;

·

react to changes, including technological and regulatory changes, in the markets we target or operate in;

·

respond to competitive developments and challenges;

·

comply with the Europay, MasterCard and Visa global standard for cards equipped with computer chips; and

·

attract and retain experienced and talented personnel.

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establish strategic business relationships with new and existing customers;

sell our products and services into new markets and to new customers in existing markets and retain our existing customers;

develop new games or license third-party content in our Games business and develop new products and services in our FinTech business;
effectively manage a larger and more diversified workforce and business;
react to changes, including technological and regulatory changes, in the markets we target or operate in;
respond to competitive developments and challenges;
continue to comply with the EMV global standard for cards equipped with security chip technology; and
attract and retain experienced and talented personnel.
We may not be able to do any of these successfully, and our failure to do so could have a material adverse effect on our business, financial condition, operations, or cash flows, which could, among other things, affect our ability to make payments under our New Credit Facilities (defined herein) or the 2017 Unsecured Notes (defined(as defined herein).

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in our industry or the economy, expose us to interest rate risk to the extent of our variable rate debt, and prevent us from meeting our obligations with respect to our indebtedness.

As of December 31, 2015,2018, our total indebtedness was approximately $1.2 billion, which included the New Credit Facilities and the 2017 Unsecured Notes, and containseach of which contain restrictive covenants. Our high degree of leverage could have significant adverse effects on our business, including:

·

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore, reducing our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities;

·

making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the purchase agreement governing the Refinanced Secured Notes and  indenture governing the Unsecured Notes and the agreements governing such other indebtedness;

making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the New Credit Facilities and the indentures governing the 2017 Unsecured Notes;

·

increasing our vulnerability to adverse economic, industry, or competitive developments;

·

restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

·

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and

·

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged or may have more resources than us and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploiting.

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged or may have more resources than us and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploiting, including pursuit and execution of potential future acquisitions.


We may not be able to generate sufficient cash to service all of our indebtedness, including the New Credit Facilities and the 2017 Unsecured Notes, and fund our working capital and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness, including the New Credit Facilities and the 2017 Unsecured Notes, will depend upon our future operating performance and on our ability to generate cash flow in the future, which is subject to general economic, financial, business, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings, including those under the New Credit Facilities, will be available to us in an amount sufficient to pay our indebtedness or to fund other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to dispose of material assets or operations, seek additional equity capital, or restructure or refinance our indebtedness. We may not be able to affect any such alternative


measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The New Credit Facilities and the purchase agreementindenture governing the Refinanced Secured Notes and indenture governing the2017 Unsecured Notes restrict our ability to dispose of assets and use the proceeds from any such disposition.

If we cannot make scheduled payments on our debt, we will be in default and, asdefault. As a result, the holders of the 2017 Unsecured Notes could

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declare all outstanding principal and interest to be due and payable,payable; the lenders under the New Credit Facilities could declare all outstanding amounts under such facilities due and payable and terminate their commitments to loan money,money; and, in each case, could foreclose against the assets securing the borrowings under the New Credit Facilities, and weFacilities. Such actions could be forcedforce us into bankruptcy or liquidation.

If our indebtedness is accelerated, we may need to refinance all or a portion of our indebtedness before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

The agreements and instruments governing our debt impose restrictions that may limit our operating and financial flexibility.

The New Credit Facilities and the purchase agreementindenture governing the Refinanced Secured Notes and indenture governing the2017 Unsecured Notes contain a number of significant restrictions and covenants that limit our ability to:

·

incur additional indebtedness;

·

sell assets or consolidate or merge with or into other companies;

·

pay dividends or repurchase or redeem capital stock;

·

make certain investments;

·

issue capital stock of our subsidiaries;

·

incur liens;

·

prepay, redeem, or repurchase subordinated debt; and

·

enter into certain types of transactions with our affiliates.

These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete. In addition, the New Credit Facilities require us to comply with a financial maintenance covenant under certain circumstances. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with the financial covenants contained in the New Credit Facilities, if applicable. If we violate this covenant and are unable to obtain a waiver from our lenders, our debt under the New Credit Facilities would be in default and could be accelerated by our lenders. Based on cross-default provisions in the agreements and instruments governing our indebtedness, a default under one agreement or instrument could result in a default under, and the acceleration of, our other indebtedness. In addition, the lenders under the New Credit Facilities could proceed against the collateral securing that indebtedness.

If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial condition, and results of operations could be materially and adversely affected. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

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Our net operating losslosses and other tax credit carry forwardscarry-forwards are subject to limitations that could potentially reduce these tax assets.

As of December 31, 2015,2018, we had tax-effectedtax effected federal and state net operating loss (“NOL”) carry forwardscarry-forwards of approximately $76.6$83.0 million and $9.4$14.1 million, respectively, a federal research and development credit carry forwardcarry-forwards of approximately $4.3$8.5 million, and a federal alternative minimumforeign tax credit carry forwardcarry-forwards of approximately $1.6$0.5 million. The federal net operating losses can be carried forward and applied to offset taxable income for 20 years and will expire starting in 2016.2022 (for losses incurred before 2018). An estimated federal loss incurred in 2018 of approximately $8.2 million, tax effected, can be carried forward indefinitely to offset taxable income. The state net operating loss carry-forwards will expire between 2019 and 2039. The federal research and development credits are limited to a 20 year carry forwardcarry-forward period and will begin to expire in varying amounts in 20332029, if not utilized. The foreign tax credits, which have a full valuation allowance, can be carried forward 10 years and will expire in 2020, if not utilized.


Based on the weight of available evidence, including both positive and negative evidence, we believe thatindicators, if it is more likely than not that a portion, or all, of the deferred tax assets will not be realized, we will be ablemust consider recording a valuation allowance. Greater weight is given to utilizeevidence that is objectively verifiable, most notably historical results. We are in a cumulative loss position and we have decreased our valuation allowance for deferred tax assets related to these NOL and other tax credit carry-forwards, withexcluding the exception of certain state2018 federal NOL, carry forwards that already have a valuation allowance. However, ourby $10.1 million during 2018. Our ability to utilize thesethe remaining NOL and other tax credit carry forwardscarry-forwards to reduce taxable income in future years may be further limited, for various reasons, including the possibility that projected future taxable income is insufficient to realize the full benefit of these NOL carry forwardscarry-forwards prior to their expiration. Additionally,To the extent our results of operations do not improve, we may not have the ability to fullyovercome the more likely than not accounting standard that would allow us to reverse the valuation allowance and may be subject to record an additional valuation allowance in the future.
Our ability to use these tax assets could be adversely affected by the limitations of Sections 382, 383, and 384 of the Internal Revenue Code.

In addition, a portion of our NOL’s include amortization of goodwill for tax purposes associated with a restructuring that occurred in 2004, which could be subject to audit by the IRS and thus may have an adverse effect on our NOL carry-forwards.

The Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) could adversely affect our business and financial condition.
Due to the 2017 Tax Act, net operating losses arising in taxable years beginning after December 31, 2017 are limited in use to offset 80% of taxable income without the ability to carryback such net operating losses, however, with an indefinite carry-forward of such net operating losses (instead of the former 2-year carryback and 20-year carry-forward for net operating losses arising in taxable years beginning before December 31, 2017). The amount of the net U.S. federal interest expense deduction is generally limited to (a) 30% of adjusted taxable income, calculated without regard to depreciation, amortization, depletion or interest, effective for tax years beginning after December 31, 2017 and before January 1, 2022 and (b) 30% of adjusted taxable income, calculated without regard to interest (reduced by depreciation, amortization and depletion), effective for tax years beginning after December 31, 2021. Disallowed amounts may be carried forward indefinitely, subject to ownership change limitations.U.S. corporations are also subject to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries and a base erosion anti-avoidance tax. The 2017 Tax Act changes are complex and subject to additional guidance to be issued by the U.S. Treasury and the Internal Revenue Service. In addition, the individual states’ reactions to the federal tax changes are evolving. As a result, the overall long-term impact of the 2017 Tax Act is uncertain. It is possible that the application of any new rules may have a material and adverse impact on our operating results, cash flows, and financial condition.
We may experience network or system failures, or service interruptions, including cybersecurity attacks, or other technology risks. Our inability to protect our systems and data against such risks could harm our business and reputation.  
Our ability to provide uninterrupted and high levels of services depends upon the performance of our internal network, systems and related infrastructure, and those of our third-party vendors. Any significant interruptions in, or degradation of, the quality of the services, including infrastructure storage and support, that these third parties provide to us could severely harm our business and reputation and lead to the loss of customers and revenue. Our internal network, systems, and related infrastructure, in addition to the networks, systems, and related infrastructure of our third-party technology vendors, may be vulnerable to computer viruses and other malware that infiltrate such systems and networks, as well as physical or electronic security breaches, natural disasters, and similar disruptions. They have been and may continue to be the target of attempts to identify and exploit network and system vulnerabilities, penetrate or bypass security measures in order to interrupt or degrade the quality of the services we receive, or provide or otherwise gain unauthorized access to our networks and systems or those of our third-party vendors. These vulnerabilities or other attempts at access may result from, or be caused by, human error or technology failures, however, they may also be the product of malicious actions by third parties intending to harm our business. The methods that may be used by these third parties to cause service interruptions or failures or to obtain unauthorized access to information change frequently, are difficult to detect, evolve rapidly, and are increasingly sophisticated and hard to defend against. Although we have not incurred material losses or liabilities as a result of security breaches or attempted security breaches, we cannot be certain that our defensive measures, and those employed by our third-party vendors, will be sufficient to defend against all such current and future methods.
Our careful vetting of third parties to provide technology services and the contractual requirements related to the security that we impose on our third-party vendors who have access to this data may not be sufficient to protect us from network or system failures or service interruptions.
Any security breach, whether experienced by us or a third-party vendor, may be material and lead to harm to our financial condition, business reputation, and prospects of future business due to, among other factors: loss of customer confidence arising from interruptions or outages of our services, delays, failure to meet contractual obligations, and loss of data or public release of confidential data; increase regulatory scrutiny on us; compromise our trade secret and intellectual property; expose us to costly uninsured liabilities such as material fines, penalties, liquidated damages, and overall margin compression due to renegotiation of contracts on less favorable terms or loss of business; and liability for claims relating to misuse of personal information in violation of contractual obligations or data privacy laws. The occurrence of any such failure may also subject us to costly lawsuits,


claims for contractual indemnities, and negatively impact the status of our gaming regulatory licenses up to and including revocation, as well as divert valuable management, engineering, information technology, and marketing resources toward addressing these issues, delaying our ability to achieve our strategic initiatives. In the event our EGMs or cash access products, systems, or networks are compromised, gaming establishments may require us to remediate any abnormality, downtime, loss of use, or suspicious activity or require us to indemnify casino operators for lost business and, potentially, their patrons. In addition, we gather, as permitted by law, non-public, personally-identifiable financial information from patrons who use our cash access services, such as names, addresses, telephone numbers, bank and credit card account numbers, and transaction information, the compromise of such data, which may subject us to fines and other related costs of remediation.
The insurance we maintain against cybersecurity and related risks may not cover all losses that we could suffer.
The gaming industry is intensely competitive, and if we are unable to compete effectively, our business could be negatively impacted.

The market for gaming devices, cash access products, and related services is highly competitive, and we expect competition to increase and intensify in the future. In both our Games business and Payments business,FinTech businesses, some of our competitors and potential competitors have significant advantages over us, including greater name recognition,recognition; longer operating histories,histories; pre-existing relationships with current or potential customers with respect to other financial services,services; greater financial, research, design, development, marketing, technological, and other resources,resources; and more ready access to capital resources, which allow them to respond more quickly to new or changing opportunities, be in a better position to compete as well as,and, in respect of our cash access business, to pay higher commissions or other incentives to gaming establishments in order to gain new customers. In our PaymentsFinTech business, we compete with other established providers of cash access products and services, including third-party transaction processors, financial institutions, and other regional and local banks that operate ATMs on the premises of gaming establishments, as well as from gaming establishments that operate their own proprietary cash access systems.establishments. To the extent that we lose customers to these competitors, or competitive pressures force us to offer incentives or less favorable pricing terms to us to establish or maintain relationships with gaming establishments, our business, financial condition, operations, or cash flows could be materially and adversely affected.

Consolidation among our customers or competitors could have a material adverse effect on our revenues and profitability.
We often execute contracts with customers pursuant to which we provide products and services at multiple gaming establishments. Accordingly, the expiration or termination of a single key contract can mean the loss of multiple gaming facilities at which many of our products and services are used. Consolidation among operators of gaming establishments may also result in the loss of customers, if one of our customers is acquired by a business that utilizes one of our competitors, or significant margin compression, if rates vary between acquiring and acquired customers. Consolidation among our competitors in either the Games or FinTech sectors will only increase advantages these competitors may have over us as we compete for these customers, including even greater financial, research, design, development, marketing, technological, and other resources, the ability to offer customers more favorable rates and prices due to lower operating costs resulting from efficiencies of scale and varying margins of a larger product portfolio, among other factors.
Our business depends on our ability to introduce new, commercially viable games, products, and services in a timely manner.
Our success is dependent on our ability to develop and sell new games, products, and services that are attractive not only to our customers, but also to their customers, the gaming patrons. If our games, products, and services do not appeal to gaming operators and patrons, or do not meet or sustain revenue and profitability of contractual obligations and expectations, we may lose business to our competitors. Additionally, we may be unable to enhance existing games, products, and services in a timely manner in response to changing regulatory, legal, or market conditions, customer requirements, or new games, products, and services may not achieve market acceptance in new or existing markets. Delay in regulatory approvals of new gaming devices and equipment may adversely impact new product deployment. If we are unable to keep pace with rapid innovations in new technologies or product design and deployment or if we are unable to quickly adapt our development, manufacturing, or sales processes to compete, our business, financial condition, operations, or cash flows could suffer a material adverse effect.
Our business is dependent upon consumer demand for gaming and overall economic trends specific to the gaming industry. Economic downturns or a decline in the popularity of gaming could reduce the number of patrons that use our products and services or the amounts of cash that they access using our services.

We provide our gaming-related and cash access products and services almost exclusively to gaming establishments. As a result, our business depends on consumer demand for gaming. Gaming is a discretionary leisure activity, participation in which has in the past and may in the future decline during (i) periods of (i) economic growth, due to changes in consumers’ spending habits,habits; (ii) periods of economic downturns, due to decreases in our customers’ disposable income or general tourism activities,activities; and (iii) periods of declining consumer confidence, due to general economic conditions, geopoliticaldomestic- and geo-political concerns, or other factors. Gaming competes with other leisure activities as a form of consumer entertainment and may lose popularity as new leisure activities arise or as other


leisure activities become more popular. In addition, gaming in traditional gaming establishments (to which we sell our products and services) competes with Internet-based gaming. The popularity and acceptance of gaming is also influenced by the prevailing social mores and changes in social mores, including changes driven by social responsibility organizations that are dedicated to addressing problem gaming, which could result in reduced acceptance of gaming as a leisure activity or litigation or lobbying efforts focused on limiting gaming activities. To the extent that the popularity or availability of gaming in traditional gaming establishments declines as a result of any of these factors, the demand for our cash access and gaming-related products and services, or the willingness of our customers to spend new capital on acquiring gaming equipment or utilize revenue share agreements, may decline and our business may be harmed.

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Most of our gaming device contracts with our customers are on a month-to-month basis, and if we are unable to maintain our current customers on terms that are favorable to us, our business, financial condition, operations or cash flows may suffer a material adverse effect.

Most of our gaming device contracts with our customers are generally on a month-to-month basis, except for customers with whom we have entered into development and placement fee agreements. We do not rely upon the stated term of our gaming device contracts to retain the business of our customers. We rely instead upon providing competitive player terminals, games and systems to give our customers the incentive to continue doing business with us. At any point in time, a significant portion of our gaming device business is subject to nonrenewal, which may materially and adversely affect our earnings, financial condition and cash flows. To renew or extend any of our customer contracts generally, we may be required to accept financial and other terms that are less favorable to us than the terms of the expired contracts. In addition, we may not succeed in renewing customer contracts when they expire. If we are required to agree to other less favorable terms to retain our customers or we are not able to renew our relationships with our customers upon the expiration of our contracts, our business, financial condition, operations or cash flows could suffer a material adverse effect.

Consolidation among our customers could have a material adverse effect on our revenues and profitability.

We often execute contracts with customers pursuant to which we provide products and services at multiple gaming establishments. Accordingly, the expiration or termination of a single key contract can mean the loss of multiple gaming facilities at which our products and services are used. In addition, consolidation among operators of gaming establishments may also result in the loss of customers if one of our customers is acquired by a business that utilizes one of our competitors.

We derive a significant portion of our revenue from Native American tribal customers, and our ability to effectively operate in Native American gaming markets is vulnerable to legal and regulatory uncertainties, including the ability to enforce contractual rights on Native American land.

We derive a significant percentage of our revenue from the provision of cash access and gaming-related products and services to gaming facilities operated on Native American lands.

Native American tribes are independent governments with sovereign powers and, in the absence of a specific grant of authority by Congress to a state or a specific compact or agreement between a tribal entity and a state that would allow the state to regulate activities taking place on Native American lands, they can enact their own laws and regulate gaming operations and contracts. In this capacity, Native American tribes generally enjoy sovereign immunity from lawsuits similar to that of the individual states and the United States. Accordingly, before we can seek to enforce contract rights with a Native American tribe, or an agency or instrumentality of a Native American tribe, we must obtain from the Native American tribe a waiver of its sovereign immunity with respect to the matter in dispute, which we are not always able to do. Without a limited waiver of sovereign immunity, or if such waiver is held to be ineffective, we could be precluded from judicially enforcing any rights or remedies against a Native American tribe, including the right to enter Native American lands to retrieve our property in the event of a breach of contract by the tribal party to that contract. Even if the waiver of sovereign immunity by a Native American tribe is deemed effective, there could be an issue as to the forum in which a lawsuit may be brought against the Native American tribe. Federal courts are courts of limited jurisdiction and generally do not have jurisdiction to hear civil cases relating to Native American tribes, and we may be unable to enforce any arbitration decision effectively. Although we attempt to agree upon governing law and venue provisions in our contracts with Native American tribal customers, these provisions vary widely and may not be enforceable.

Certain of our agreements with Native American tribes are subject to review by regulatory authorities. For example, our development agreements are subject to review by the NIGC, and any such review could require substantial modifications to our agreements or result in the determination that we have a proprietary interest in a Native American tribe’s gaming activity, which could materially and adversely affect the terms on which we conduct our business. The NIGC has previously expressed the view that some of our development agreements could be in violation of the requirements of the IGRA and Native American tribal gaming regulations, which state that the Native American tribes must hold “sole proprietary interest” in the Native American tribes’ gaming operations, which presents additional risk for our business. The NIGC may also reinterpret applicable laws and regulations, which could affect our agreements with Native American

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tribes. We could also be affected by alternative interpretations of the Johnson Act as the Native American tribes, who are the customers for our Class II games, could be subject to significant fines and penalties if it is ultimately determined they are offering an illegal game, and an adverse regulatory or judicial determination regarding the legal status of our products could have material adverse consequences for our business, financial condition, operations, cash flows or prospects.

Government enforcement, regulatory action, judicial decisions and proposed legislative action have in the past, and will likely continue to affect our business, financial condition, operations, cash flows and prospects in Native American tribal lands. The legal and regulatory uncertainties surrounding our Native American tribal agreements could result in a significant and immediate material adverse effect on our business, financial condition, operations or cash flows. Additionally, such uncertainties could increase our cost of doing business and could take management’s attention away from operations. Regulatory action against our customers or equipment in these or other markets could result in machine seizures and significant revenue disruptions, among other adverse consequences. Moreover, Native American tribal policies and procedures, as well as tribal selection of gaming vendors, are subject to the political and governance environment within each Native American tribe. Changes in tribal leadership or tribal political pressure can affect our business relationships within Native American markets.

Certain Native American tribes require us to contract with entities that are owned, controlled or managed by tribal members to provide a portion of our services. In some instances, these entities are subcontractors of ours in connection with providing our services, while in other instances we are a subcontractor to these entities who contract with the applicable tribal gaming casino or tribe directly to provide cash access services. Our ability to provide our services is dependent upon our relationship with these third parties and their ability to provide services in accordance with the terms of our contractual arrangement with these third parties and, in some instances, the third parties’ relationship or contractual arrangement with the applicable tribal gaming casino or tribe.

Our business depends on our ability to introduce new, commercially viable games, products and services in a timely manner.

Our success is dependent on our ability to develop and sell new games, products and services that are attractive not only to our customers but also to their customers, the gaming patrons. If our games, products, and services do not appeal to gaming operators and patrons, or do not meet or sustain revenue and profitability of contractual obligations and expectations, we may lose business to our competitors. Additionally, we may be unable to enhance existing games, products and services in a timely manner in response to changing regulatory, legal or market conditions or customer requirements, or new games, products and services may not achieve market acceptance in new or existing markets. Delay in regulatory approvals of new gaming devices and equipment may adversely impact new product deployment.  Furthermore, as we attempt to generate new streams of revenue by selling our games, products and services to new customers in new jurisdictions, we will face licensing and approval requirements of Gaming Authorities influencing the timing of our market entry and we may have difficulty implementing an effective sales strategy for these new jurisdictions. If we are unable to keep pace with rapid innovations in new technologies or product design and deployment or if we are unable to quickly adapt our development, manufacturing or sales processes to compete, our business, financial condition, operations or cash flows could suffer a material adverse effect.

We may not successfully enter new markets and potential new markets may not develop quickly, or at all.

If and as new and developing domestic markets develop, competition among providers of gaming-related and cash access products and services will intensify. We will face a number of hurdles in our attempts to enter these markets, including the need to expand our sales and marketing presence, compete against pre-existing relationships that our target customers may have with our competitors, the uncertainty of compliance with new or developing regulatory regimes (including regulatory regimes relating to Internet gaming) with which we are not currently familiar, and oversight by regulators that are not familiar with us or our businesses. Each of these risks could materially impair our ability to successfully expand our operations into these new and developing domestic markets.

In addition, as we attempt to sell our gaming-related and cash access products and services into international markets in which we have not previously operated, we may become exposed to political, economic, tax, legal, and regulatory risks not

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faced by businesses that operate only in the United States. The legal and regulatory regimes of foreign markets and their ramifications on our business aremay be less certain. Our international operations aremay be subject to a variety of risks, including different regulatory requirements and interpretations, trade barriers, difficulties in staffing and managing foreign operations, higher rates of fraud, compliance with anti-corruption and export control laws, fluctuations in currency exchange rates, difficulty in enforcing or interpreting contracts or legislation, political and economic instability, and potentially adverse tax consequences. Difficulties in obtaining approvals, licenses, or waivers from the monetary and gaming authoritiesGaming Authorities of other jurisdictions, in addition to other potential regulatory and quasi-regulatory issues that we have not yet ascertained, may arise in international jurisdictions into which we attempt to enter. In these new markets, our operations will rely on an infrastructure of, among other things, financial services and telecommunications facilities that may not be sufficient to support our business needs, such as the authorization and settlement services that are required to implement electronic payment transactions and the telecommunications facilities that would enable us to reliably connect our networks to our products at gaming establishments in these new markets.needs. In these new markets, we may additionally provide services based upon interpretations of applicable law, which interpretation may be subject to regulatory or judicial review. These risks, among others, could materially and adversely affect our business, financial condition, and operations. In connection with our expansion into new international markets, we may forge strategic relationships with business partners to assist us. The success of our expansion into these markets therefore may depend in part upon the success of the business partners with whom we forge these strategic relationships. If we do not successfully form strategic relationships with the right business partners or if we are not able to overcome cultural or business practice differences, our ability to penetrate these new international markets could suffer.

We are subject to the risk that the domestic or international markets we attempt to enter or expand into may not develop as quickly as anticipated, or at all. The development of new gaming markets is subject to political, social, regulatory, and economic forces beyond our control. The expansion of gaming activities in new markets can be very controversial and may depend heavily on the support and sponsorship of local government.government, and may be based upon interpretations of newly enacted laws, the interpretation of which may be subject to regulatory or judicial review. Changes in government leadership, failure to obtain requisite voter support in referendums, failure of legislators to enact enabling legislation, and limitations on the volume of gaming activity that is permitted in particular markets may inhibit the development of new markets. Further, our estimates of the potential future opportunities in new markets are based on a variety of assumptions that may prove to be inaccurate. To the extent that we overestimate the potential of a new market, incorrectly gauge the timing of the development of a new market, or fail to anticipate the differences between a new market and our existing markets, we may fail in our strategy of growing our business by expanding into new markets. Moreover, if we are unable to meet the needs of our existing customers as they enter markets that we do not currently serve, our relationships with these customers could be harmed.

We may not realize satisfactory returns on money loaned or otherwise funded to new and existing customers to develop or expand gaming facilities.

In our gaming business, we enter into development and placement fee agreements typically to provide financing for construction, expansion or remodeling of gaming facilities. Under our development and placement fee agreements, we typically secure a long-term revenue share percentage and a fixed number of player terminal placements in the facilitygaming facility. These placement fee arrangements may provide for the removal of our player terminal placements in the event of poor game performance with no further obligation of the gaming customer. Additionally, we have historically entered into development fee arrangements and may continue to do so in the future. Under the development fee arrangements, we provide financing for construction, expansion, or remodeling of gaming facilities in exchange for fundinga long-term revenue share percentage and a fixed number of player terminal placements in the gaming


facility until the development and construction of the gaming facility.fee is repaid to us. The success of these ventures is dependent upon the timely completion of the gaming facility, the placement and performance of our player terminals, and a favorable regulatory environment. Our development and placement efforts and financing activities may result in operating difficulties, financial and regulatory risks, or required expenditures that could materially and adversely affect our liquidity. In connection with one or more of these transactions, and to obtain the necessary development and placement fee funds, we may need to extend secured and unsecured credit to potential or existing customers that may not be repaid, incur debt on terms unfavorable to us, incur difficulties in perfecting security interests in collateral on Indian lands, or that we are unable to repay, or incur other contingent liabilities. While we believe the increased level of receivables from counterparties to development agreements has allowed us to grow our business, it has also required direct, additional focus of and involvement by management. The failure to maintain controls and processes related to our collection efforts or the deterioration of regulatory or financial condition of our customers could negatively impact our business.

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We typically rely on a single third-party processor to process substantially all of our cash access transactions that are processed through various card associations and payment networks, and the failure of our third-party processor to adequately provide such processing services could have a material adverse effect on our business, financial condition, operations or cash flows.

We typically rely on a single third party to provide processing services for the substantial majority of our cash access transactions by obtaining authorizations for ATM cash withdrawal, POS debit card and credit card cash access transactions and to provide settlement transaction files to card associations and payment networks for some of these transactions. If our third-party processor fails to adequately provide these services, it could result in our systems being unable to process our cash access transactions intermittently or for extended periods of time, which could have a material adverse effect on our business, financial condition, operations or cash flows.

We depend on third-party transaction processors, telecommunication networks and other third-party technology providers to provide our cash access and related services, and if we, or any of these third parties, experience system or service failures, the products and services we provide could be delayed or interrupted, which could harm our business and reputation.

Our ability to provide uninterrupted and high levels of services depends upon the performance of the third-party processors, telecommunication networks and other third-party technology providers that we use. Any significant interruptions in or degradation of the quality of the services that these third parties provide to us could severely harm our business and reputation and lead to the loss of customers and revenue. Our third-party providers and their systems are potentially vulnerable to computer viruses, physical or electronic security breaches, natural disasters and similar disruptions, which could lead to interruptions or outages of our services, delays, loss of data or public release of confidential data, all of which could have a material adverse effect on our business, financial condition, operations or cash flows. In some instances, such failures could cause us to fail to meet contractual deadlines or specifications and force us to renegotiate contracts on less favorable terms, pay penalties or liquidated damages or suffer major losses if the customer exercises its right to terminate. We are parties to certain agreements that could require us to pay damages resulting from loss of revenues if our systems are not properly functioning or as a result of a system malfunction. For example, our agreement with the New York Lottery permits termination of the contract at any time for failure by us or our system to perform properly, and any such unforeseen downtime could subject us to liquidated damages. In addition, if we fail to meet the terms specified in our contracts, we may not realize their full benefits. Failure to perform under any contract could result in substantial monetary damages, as well as contract termination. Our results of operations are dependent on our ability to maximize our earnings from our contracts.

An unexpectedly high level of chargebacks, as the result of fraud or otherwise, including in connection with new technology standards being implemented in the United States regarding chip-based cards, could materially and adversely affect our cash access business.

In 1994, Europay, MasterCard and Visa jointly developed EMV, designed to deter fraudulent card transactions related to identity theft, counterfeit cards and the misuse of lost or stolen cards via enhanced card authentication, transaction authorization and cardholder verification using chip-based smart-cards. EMV has been adopted in many regions of the world as the global standard for fraud deterrence in chip based smart-card payments. Historically, the U.S. payments industry has relied on magnetic stripe cards instead of EMV compliant chip-based cards. Recently, however, U.S. card issuers have begun to offer EMV-capable chip-based smart-cards, and as of October 1, 2015, the U.S. payment card industry shifted the liability for fraudulent transactions generated through EMV-enabled cards onto merchants whose devices are not capable of processing chip-based smart-card EMV transactions. This shifted the responsibility for chargebacks due to fraudulent transactions on such cards from the card issuer onto the merchant. We bear the risk and are subject to trailing chargeback risk for fraudulent transactions generated through EMV-enabled cards from October 1, 2015 until such time that our customer base is fully converted to the EMV standards. 

When patrons use our cash access services, we either dispense cash or produce a negotiable instrument that can be exchanged for cash. If a completed cash access transaction is subsequently disputed, and if we are unsuccessful in establishing the validity of the transaction, we may not be able to collect payment for such transaction and such transaction

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becomes a chargeback. In the event that we incur chargebacks in excess of specified levels, we could lose our sponsorship into the card associations or be censured by the card associations by way of fines or otherwise. Our failure to adequately manage our chargebacks could have a material adverse effect on our business, financial condition, operations or cash flows.

Changes in consumer willingness to pay a fee to access their funds could reduce the demand for our cash access products and services.

Our cash access business depends upon the willingness of patrons to pay a service fee to access their own funds on the premises of a gaming establishment. In most retail environments, consumers typically do not pay an additional fee for using non-cash payment methods such as credit cards, POS debit cards or checks. Gaming patrons could bring more cash with them to gaming establishments or access cash outside of gaming establishments without paying a fee for the convenience of not having to leave the gaming establishment. To the extent that gaming patrons become unwilling to pay these fees for convenience or lower cost cash access alternatives become available, the demand for cash access services within gaming establishments will decline and our business could suffer.

If we are unable to develop and protect our intellectual property adequately or obtain intellectual property rights and agreements, we may lose valuable competitive advantages, be forced to incur costly litigation to protect our rights, or be restricted in our ability to provide various products in our markets 

markets.

Our success depends, in part, on developing and protecting our intellectual property. We rely on copyright, patent, trademarka combination of patents, trademarks, copyrights, trade secrets, and trade secret lawscontractual restrictions to protect our intellectual property. We also rely on other confidentiality and contractual agreements and arrangements with our employees, affiliates, business partners, and customers to establish and protect our intellectual property and similar proprietary rights. While we expect these agreements and arrangements to be honored, weWe cannot assure you that theywe will be successful in protecting these rights and, despite our efforts, our trade secrets and proprietary know-how could become known to, or independently developed by, competitors. Any litigation relating to the defense of our intellectual property, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

In addition, we may face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. In the event a claim of infringement against us is successful, we may be required to pay royalties to use technology or other intellectual property rights that we had been using, or we may be required to enter into a license agreement and pay license fees, or we may be required to stop using the technology or other intellectual property rights that we had been using. We may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

We rely on hardware, software and games licensed from third parties, and on technology provided by third-party vendors, the loss of which could materially and adversely affect our business, increase our costs, and delay deployment or suspend development of our financial services products, gaming systems, and player terminals.

We have entered into license agreements with third parties for the exclusive use of their technology and intellectual property rights in the gaming industry, such as our license to use portions of the software infrastructure upon which our cash access systems operate, and we also rely on third-party manufacturers to manufacture our gaming devices, fully integrated kiosks, and jackpot kiosks.other integrated kiosk solutions. We rely on these other parties to maintain and protect this technology and the related intellectual property rights. If our licensors fail to protect their intellectual property rights in material that we license and we are unable to protect such intellectual property rights, the value of our licenses may diminish significantly and our business could be significantly harmed. In addition, if these agreements expire and we are unable to renew them, or if the manufacturers of this software or hardware, or functional equivalents of this software or hardware, were either no longer available to us or no longer offered to us on commercially reasonable terms, we may lose a valuable competitive advantage and our business could be harmed.

Acts of God, adverse weather and shipping difficulties, particularly with respect to international third-party suppliers of our components, could cause significant production delays. If we are unable to obtain these components from our established third-party vendors, we could be required to either redesign our product to function with alternate third-party

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products or to develop or manufacture these components ourselves, which would result in increased costs and could result in delays in the deployment of our gaming systems and player terminals. Furthermore, we might be forced to limit the features available in our current or future offerings.

We rely on intellectual property licenses from one or more third-party competitors, the loss of which could materially and adversely affect our business and the sale or placement of our products. Various third-party gaming manufacturers with which we compete are much larger than us and have substantially larger intellectual property assets. The gaming manufacturer industry is very competitive and litigious, and a lawsuit brought by one of our larger competitors, whether or not well-founded, may have a material adverse effect on our business, financial condition, operations, or cash flows and our ability to sell or place our products.



Our inability to identify business opportunities and future acquisitions, or successfully execute any of our identified business opportunities or future acquisitions could limit our future growth.

From time to time, we pursue strategic acquisitions in support of our strategic goals. In connection with any such acquisitions, we could face significant challenges in timely securing required approvals of Gaming Authorities, or managing and integrating our expanded or combined operations, including acquired assets, operations, and personnel. There can be no assurance that acquisition opportunities will be available on acceptable terms or at all or that we will be able to obtain necessary financing or regulatory approvals to complete potential acquisitions.

We may not achieve the intended benefits of our recent acquisitions or future acquisitions, if any, nor may we be able to integrate those businesses successfully, and any such acquisitions may disrupt our current plans and operations.

Our ability to succeed in implementing our strategy will depend to some degree upon the ability of our management to successfully integrate commercially viable acquisitions. Acquisition transactions may disrupt our ongoing business and distract management from other responsibilities.  There can be no assurance that we will be able to successfully integrate the businesses we have acquired, including our acquisition of Everi Games Holding, or do so within the intended timeframes or otherwise realize the expected benefits of such acquisitions. The expected cost synergies associated with such acquisitions may not be fully realized in the anticipated amounts or within the contemplated timeframes or cost expectations, which could result in increased costs and have an adverse effect on our prospects, results of operations, cash flows, and financial condition. Our businesses may be negatively impacted if we are unable to effectively manage our expanded operations. The integration of these acquisitions will require significant time and focus from management and may divert attention from the day‑to‑day operations of the combined business or delay the achievement of our strategic objectives. We expect to incur incremental costs and capital expenditures related to our contemplated integration activities.

The risks we commonly encounter in acquisitions include:

·

if, in addition to our current indebtedness, we incur significant debt to finance a future acquisition and our combined business does not perform as expected, we may have difficulty complying with debt covenants;

·

we may be unable to make a future acquisition which is in our best interest due to our current level of  indebtedness;

·

if we use our stock to make a future acquisition, it will dilute existing stockholders;

·

we may have difficulty assimilating the operations and personnel of any acquired company;

·

the challenge and additional investment involved with integrating new products and technologies into our sales and marketing process;

·

we may have difficulty effectively integrating any acquired technologies or products with our current products and technologies, particularly where such products reside on different technology platforms or overlap with our products;

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if, in addition to our current indebtedness, we incur significant debt to finance a future acquisition and our combined business does not perform as expected, we may have difficulty complying with debt covenants;

we may be unable to make a future acquisition which is in our best interest due to our current level of indebtedness;
if we use our stock to make a future acquisition, it will dilute existing stockholders;

Tablewe may have difficulty assimilating the operations and personnel of Contents

any acquired company;
the challenge and additional investment involved with integrating new products and technologies into our sales and marketing process;

·

our ongoing business may be disrupted by transition and integration issues;

we may have difficulty effectively integrating any acquired technologies or products with our current products and technologies, particularly where such products reside on different technology platforms or overlap with our products;

·

the costs and complexity of integrating the internal information technology infrastructure of each acquired business with ours may be greater than expected and may require additional capital investments;

our ongoing business may be disrupted by transition and integration issues;

·

we may not be able to retain key technical and managerial personnel from an acquired business;

the costs and complexity of integrating the internal information technology infrastructure of each acquired business with ours may be greater than expected and may require additional capital investments;

·

we may be unable to achieve the financial and strategic goals for any acquired and combined businesses;

we may not be able to retain key technical and managerial personnel from an acquired business;

·

we may have difficulty in maintaining controls, procedures and policies during the transition and integration period following a future acquisition;

we may be unable to achieve the financial and strategic goals for any acquired and combined businesses;

·

our relationships with partner companies or third-party providers of technology or products could be adversely affected;

we may have difficulty in maintaining controls, procedures, and policies during the transition and integration period following a future acquisition;

·

our relationships with employees and customers could be impaired;

our relationships with partner companies or third-party providers of technology or products could be adversely affected;

·

our due diligence process may fail to identify significant issues with product quality, product architecture, legal or tax contingencies, customer obligations and product development, among other things;

our relationships with employees and customers could be impaired;

·

as successor we may be subject to certain liabilities of our acquisition targets;

our due diligence process may fail to identify significant issues with product quality, product architecture, legal, or tax contingencies, customer obligations, and product development, among other things;

·

we may face new intellectual property challenges; and

as successor we may be subject to certain liabilities of our acquisition targets;

·

we may be required to sustain significant exit or impairment charges if products acquired in business combinations are unsuccessful.

we may face new intellectual property challenges; and

we may be required to sustain significant exit or impairment charges if products acquired in business combinations are unsuccessful.


Our failure to effectively integrate any future acquisition would adversely affect the benefit of such transaction, including potential synergies or sales growth opportunities, in the time frame anticipated.

We operate our business in regions subject to natural disasters. Any interruption to our business resulting from a natural disaster will adversely affect our revenues and results of operations.

In the event of a natural disaster, the operations of gaming establishments could be negatively impacted or consumer demand for gaming could decline, or both, and as a result, our business could be interrupted, which could materially and adversely affect our revenues and results of operations. Adverse weather conditions, particularly flooding, hurricanes, tornadoes, heavy snowfall, and other extreme weather conditions often deter our customer’s end users from traveling or make it difficult for them to frequent the sites where our games and FinTech equipment are installed. If any of those sites experienced prolonged adverse weather conditions, or if the sites in the State of Oklahoma, where a significant number of our games and FinTech equipment are installed, simultaneously experienced adverse weather conditions, our results of business, financial condition, and operations could be materially and adversely affected.

Changes by M&C International and First Data Corporation toDuring 2018, the impact of weather-related natural disasters resulted in business disruption at certain of their tax returns may have an impactour customers’ facilities.

We derive a significant portion of our revenue from Native American tribal customers, and our ability to effectively operate in Native American gaming markets is vulnerable to legal and regulatory uncertainties, including the ability to enforce contractual rights on Native American land.
We derive a significant percentage of our revenue from the valueprovision of cash access and gaming-related products and services to gaming facilities operated on Native American lands.
Native American tribes that are federally recognized are considered “domestic dependent nations” with certain sovereign rights and, in the absence of a componentspecific grant of authority by Congress to a state or a specific compact or agreement between a tribal entity and a state that would allow the state to regulate activities taking place on Native American lands, such tribes can enact their own laws and regulate gaming operations and contracts. In this capacity, Native American tribes generally enjoy a degree of sovereign immunity, which, among other things, recognizes a tribe’s inherent authority of self-determination and self-governance, immunizes the tribe from certain lawsuits outside of tribal jurisdiction, and generally authorizes a tribe’s powers of taxation and spending over its federally-recognized nation. Accordingly, before we can seek to enforce contract rights with a Native American tribe, or an agency or instrumentality of a Native American tribe, we must obtain from the Native American tribe a general or limited waiver of its sovereign immunity with respect to the matter in dispute, which we are not always able to do. Without a general or limited waiver of sovereign immunity, or if such waiver is held to be ineffective, we could be precluded from judicially enforcing any rights or remedies against a Native American tribe, including the right to enter Native American lands to retrieve our deferred tax asset, which couldproperty in the event of a breach of contract by the tribal party to that contract. Governing law and venue provisions in our contracts with Native American tribal customers vary widely and may not be enforceable.
Further, certain Native American tribes require us to recalculatecontract or subcontract to provide all or some portion of our services with entities that are owned, controlled, or managed by tribal members or related parties. Our ability to provide our services is dependent upon our relationship with these third parties and their ability to provide services in accordance with the starting balanceterms of our contractual arrangement with these third parties and, in some instances, the deferred tax assetthird parties’ relationship or contractual arrangement with the applicable tribal gaming casino or tribe.
Government enforcement, regulatory action, judicial decisions, and the annual amortization thereof.

In connection with a recapitalization and private equity restructuring that occurred in 2004 involving our former owners, First Data Corporation (“First Data”), M&C International (“M&C”) and entities affiliated with Bank of America, N.A., we recorded a deferred tax asset of $247.0 million. In connection with this deferred tax asset, we expect to pay a significantly lower amount in United States federal income taxes than we provide for in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Our calculation of the starting balance of the deferred tax asset is based upon information we received from First Data and M&C about the gains they recordedproposed legislative action have in the transaction. If First Datapast, and will likely continue to affect our business, financial condition, operations, cash flows, and prospects in Native American tribal lands. The legal and regulatory uncertainties surrounding our Native American tribal agreements could result in a significant and immediate material adverse effect on our business, financial condition, operations, or M&C change their calculationcash flows. For example, certain of our agreements with Native American tribes are subject to review by regulatory authorities. Additionally, such uncertainties could increase our cost of doing business and could take management’s attention away from operations. Regulatory action against our customers or equipment in these or other markets could result in machine seizures and significant revenue disruptions, among other adverse consequences. Moreover, Native American tribal policies and procedures, as well as tribal selection of gaming vendors, are subject to the gainspolitical and file amended tax returns,governance environment within each Native American tribe. Changes in tribal leadership or tribal political pressure can affect our business relationships within Native American markets.

Most of our leased gaming device contracts with our customers are short-term, and if we are unable to maintain our current customers on terms that are favorable to us, our business, financial condition, operations, or cash flows may suffer a material adverse effect.
Most of our leased gaming device contracts with our customers are generally short-term, except for customers with whom we have entered into development and placement fee agreements. We do not rely upon the stated term of our gaming device contracts to retain the business of our customers. We rely instead upon providing competitive player terminals, games, and systems to give


our customers the incentive to continue doing business with us. At any point in time, a significant portion of our gaming device business is subject to nonrenewal, which may materially and adversely affect our earnings, financial condition, and cash flows. To renew or extend any of our customer contracts, generally, we may be required to recalculateaccept financial and other terms that are less favorable to us than the starting

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balanceterms of the deferred tax assetexpired contracts. In addition, we may not succeed in renewing customer contracts when they expire. If we are required to agree to other less favorable terms to retain our customers or we are not able to renew our relationships with our customers upon the expiration of our contracts, our business, financial condition, operations, or cash flows could suffer a material adverse effect.

Tribal gaming customers who have historically operated large quantities of Class II gaming units may negotiate into arrangements with state governments or renegotiate existing gaming compacts that could impact the amount of Class II gaming devices currently supplied by the Company. If we are unable to maintain our existing placement of units, then our business, financial condition, operations, or cash flows may suffer an adverse effect.
As of December 31, 2018, we operated 9,370 Class II gaming units under lease or daily fixed fee arrangements to our customers. Customers who enter into compacts with state governments may desire to change from Class II gaming units to Class III gaming units, as Class III units generally perform better than Class II units. This may result in the loss of placements under lease or daily fixed fee arrangements as customers purchase or lease Class III units from other equipment suppliers to replace our existing Class II units. If we are unable to replace these lost units with our proprietary Class III units, then our business, financial condition, operations, or cash flows may suffer an adverse effect.
If we are unable to renew our contract with the New York State Gaming Commission, our revenues, financial condition, operations, or cash flows may suffer an adverse effect.
Our contract to provide an accounting and central determinant system for the VLTs in the State of New York has provided Games segment revenues of approximately $18.5 million for the year ended December 31, 2018 and $18.1 million for the years ended December 31, 2017 and 2016. In January 2018, an amendment to the agreement between Everi Games and the annual amortization thereof. New York State Gaming Commission was approved and became effective. Under this amendment, Everi Games will continue to provide and maintain the central determinant system for the New York Lottery through December of 2019. Upon its expiration, if we are unsuccessful in renewing the contract, our business, financial condition, operations, or cash flows may suffer an adverse effect.
An unexpectedly high level of chargebacks, as the result of fraud or otherwise, including in connection with new technology standards being implemented in the United States regarding chip-based cards, could materially and adversely affect our cash access business.
In addition, unanticipated changes1994, Europay, MasterCard, and Visa jointly developed EMV, designed to deter fraudulent card transactions related to identity theft, counterfeit cards, and the misuse of lost or stolen cards via enhanced card authentication, transaction authorization, and cardholder verification using chip-based smart-cards. EMV has been adopted in applicable income tax rates or laws or changesmany regions of the world as the global standard for fraud deterrence in chip based smart-card payments. To encourage adoption in the U.S., effective October 1, 2015, the U.S. payment card industry implemented new rules which shifted the liability for fraudulent transactions onto merchants if they elect to process transactions using the magnetic stripe when presented with a EMV chip-based smart-card. This shifted the responsibility for chargebacks due to fraudulent transactions on such cards from the card issuer onto the merchant. If we are unable to maintain compliant status with the EMV regulations, our tax position or our ability to utilize our deferred tax asset, whichcash access business may be affectedadversely affected.
When patrons use our cash access services, we either dispense cash or produce a negotiable instrument that can be exchanged for cash. If a completed cash access transaction is subsequently disputed, and if we are unsuccessful in establishing the validity of the transaction, we may not be able to collect payment for such transaction and such transaction becomes a chargeback. In the event that we incur chargebacks in excess of specified levels, we could lose our sponsorship into the card associations or be censured by factors beyondthe card associations by way of fines or otherwise. Our failure to adequately manage our control,chargebacks could have a material adverse effect on our future business, financial condition, operations, or cash flows.



Changes in consumer willingness to pay a convenience fee to access their funds could reduce the demand for our cash access products and services.
Our cash access business depends upon the willingness of patrons to pay a convenience fee to access their own funds on the premises of a gaming establishment. In most retail environments, consumers typically do not pay an additional fee for using non-cash payment methods such as credit cards, POS debit cards, or checks. Gaming patrons could bring more cash with them to gaming establishments or access cash outside of gaming establishments without paying a fee for the convenience of not having


to leave the gaming establishment. To the extent that gaming patrons become unwilling to pay these convenience fees or lower cost cash access alternatives become available, the demand for cash access services within gaming establishments will decline and our business could suffer.
Our 3-in-1 Rollover patent expired in early 2018 and our business, financial condition, operations, or cash flows may suffer an adverse effect from our competitors’ use of this technology.
We no longer have the ability to extend our existing 3-in-1 Rollover patent, which allows a patron that has reached his or her daily ATM limit to obtain funds via a POS debit card cash access transaction or a credit card cash access transaction instead. As a result of the patent expiration, our competitors will have the ability to emulate this technology; and our business, financial condition, operations, or cash flows may suffer an adverse effect.
Risks Related to Regulation of Our Industry

We may be subject to fines, penalties, liabilities and legal claims resulting from unauthorized

Unauthorized disclosure of cardholder and patron data or similar violations of applicable data privacy laws, whether through a security breach of our computer systems, our third-party processor’s computer systems or otherwise, or through our unauthorized use or transmission of such data.

data could subject us to costly fines, penalties, and legal claims.

We collect and store personally identifiable information about cardholders and patrons that perform certain cash access and Central Credit transactions, including names, addresses, social security numbers, driver’s license numbers, and account numbers, and we maintain a database of cardholder and patron data, including account numbers, in order to process our cash access and Central Credit transactions. We also rely on our third-party processor and certain other technology partners to process and store cardholder and patron data relating to our cash access and Central Credit transactions. As a result, we, as well as our third-party processor, certain of our other technology providers, and some of our gaming establishment customers, are required to comply with various foreign, federal, and state privacy statutes and regulations, and the PCI Data Security Standard. Compliance with these regulations and requirements, which are subject to change at any time, is often difficult and costly, and our failure, or the failure of these other third parties, to comply may result in significant fines or civil penalties, regulatory enforcement action, liability to our sponsor bank, and termination of our agreements with our gaming establishment customers, each of which could have a material adverse effect on our business, financial condition, operations, or cash flows. If our computer systems or those of our third-party processor or other technology providers suffer a security breach, we may be subject to liability, including claims for unauthorized transactions with misappropriated bank card information, impersonation, or similar fraud claims, as well as for any failure to comply with laws governing required notifications of such a breach, and these claims could result in protracted and costly litigation, penalties, or sanctions from the card associations and EFT payment networks, and damage to our reputation, which could reduce and limit our ability to provide cash access and related services to our gaming establishment customers.

The personally identifiable information we collect also includes our patrons’ transaction behavioral data and credit history data, which we may use to provide marketing and data intelligence services to gaming establishments. This information is increasingly subject to federal, state, and card association laws and regulations, as well as laws and regulations in numerous jurisdictions around the world. Governmental regulations are typically intended to protect the privacy and security of such data and information as well as to regulate the collection, storage, transmission, transfer, use, and distribution of such data and information. We could be materially and adversely affected if domestic or international laws or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their laws or regulations in ways that negatively affect our business or even prohibit us from offering certain marketing and data intelligence or other services. Similarly, if we are required to allocate significant resources to modify our internal operating systems and procedures to enable enhanced protection of patron data that we transmit, store and use, our business results could be adversely affected. In addition, we may face requirements that pose compliance challenges in new international markets that we seek to enter as various foreign jurisdictions have different laws and regulations concerning the storage, transmission and use of gaming patron data. Such variation could subject us to costs, liabilities, or negative publicity that could impair our ability to expand our operations into some countries andcountries; therefore, it could limit our future growth.

We are subject to extensive governmental gaming regulation, which may harm our business.

Our operation of gaming activities, including the sale and manufacturing of gaming devices, fully integrated kiosks, the provision of cash access services at gaming establishments and the operation of central determinant systems, is subject to extensive regulation by the jurisdictions where we operate. The gaming laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the antecedents, acumen, financial stability and character of our owners, officers and directors, as well as those persons financially interested or involved in our companies. Our violation of these gaming laws, regulations and ordinances could result in the imposition of substantial fines, or in the conditioning, limitation, suspension or revocation of a required license, registration or other approval, either of which could have a

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material adverse impact on our business depending on the specific circumstances.  In addition, we are subject to the possible increase at any time by various state and federal legislatures and officials of gaming taxes or fees, which could adversely affect our results. For a summary of gaming regulations that could affect our business, see “Item 1. Business—Regulation.”

Our ability to conduct both our gaming and cash access businesses, expand operations, develop and distribute new games, products and systems, and expand into new gaming markets is also subject to significant federal, state, local, Native American and foreign regulations.regulations which vary from jurisdiction to jurisdiction. In the United States and many other countries, gaming must be expressly authorized by law. Once authorized, such activities are subject to extensive and evolving governmental regulation. While we seek to comply withThe gaming laws, regulations and ordinances generally concern the antecedents, acumen, financial stability and character of our owners, officers and directors, as well as those persons financially interested or involved in our companies; dictate the technical standards and regulations set forth by each jurisdiction, a governmental agency or court could disagree with our interpretation of these standards and regulations or determine that the manufacturing and use of certain of our electronic player terminals, and perhaps other key components of our gaming systems that rely to some extent upon electronic equipment to run a game, is impermissible under applicable law. An adverse regulatory or judicial determination regardingand certain other products; set forth the legal status of our products could have material adverse consequences for us in other jurisdictions, including with gaming regulators,process and our business, operating results and prospects could suffer and we and our officers and directors could be subject to significant fines and penalties. Furthermore,manner by which the failure to become licensed, or the loss or conditioning of a license, in one market may have the adverse effect of preventing licensing in other markets or the revocation of licenses we already maintain.

As we expand into new markets, we expect to encounter business, legal, operational and regulatory uncertainties as well as additional responsibilities. As we enter new jurisdictions, we are subject to increasing legal, regulatory and reporting requirements that will require substantial additional resources,Gaming Authorities issue such as new licenses, permits and approvals, including third-party certifications that our games comply with a particular jurisdiction’s stated regulations, in order to meet our expectations for new market entry, and such licenses, permits or approvals may not be timely granted to us, or granted to us at all, which could have a material effect on our business in general and new market entry specifically. Obtaining and maintaining all required licenses, findings of suitability registrations, permits or approvals is time consuming, expensive and potentially distracting to management. As we enter new jurisdictions, our reporting systems will need to be developed and/or updated, and we may fail to provide timely or adequate notifications or reporting requirements within these new jurisdictions, which could have adverse regulatory consequences for us in that, or in other, jurisdictions, which could affect our business. In addition, entry into new markets may require us to make changes to our gaming systems to ensure that they comply with applicable regulatory requirements. We may also encounter additional legal and regulatory challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new market opportunity. If we are unable to effectively develop and operate within these new markets, then our business, operating results and financial condition would be impaired.

Generally, our placement of systems, games and technology into new market segments involves a number of business uncertainties, including whether:

·

the technical platform on which our gaming units, systems and products are based will comply, or can be modified to comply, with the minimum technical requirements for each of the identified new gaming markets;

·

we are able to successfully pass required field trials and comply with the initial game/system installation requirements for each new jurisdiction;

·

our resources and expertise will enable us to effectively operate and grow in such new markets, including meeting regulatory requirements;

·

our internal processes and controls will continue to function effectively within these new segments;

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we have enough experience to accurately predict revenues and expenses in these new markets;

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the diversion of management attention and resources from our traditional business, caused by entering into new market segments, will have harmful effects on our traditional business;

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·

we will be able to successfully compete against larger companies who dominate the markets that we are trying to enter; and

·

we can timely perform under our agreements in these new markets because of other unforeseen obstacles.

product approvals. In addition, the suspension, revocation, nonrenewal or limitation of any of our licenses or product approvals, or the inability to obtain or maintain requisite



license or product approvals could have a material adverse effect on our business operations, financial condition, and results of operations and our ability to maintain key employees. The gaming authoritiesGaming Authorities may deny, limit, condition, suspend or revoke a gaming license or related approval for violations of applicable gaming laws and regulations and may impose substantial fines and take other actions, any one of which could have a significant adverse effect on our business, financial condition and results of operations.

Further, changes in existing gaming laws or regulations or new interpretations of existing gaming laws may hinder or prevent us from continuing to operate in those jurisdictions where we currently do business, which could harm our operating results. In particular, the enactment of unfavorable legislation or government efforts affecting or directed at manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, or uncertainty as to the means and manner in which existing gaming laws may be interpreted and applied, either singly or together, could have a negative impact on our operations.
In May 2018, the United States Supreme Court struck down the Professional and Amateur Sports Protection Act (“PASPA”) as unconstitutional, which led many states to quickly propose and, in some instances, pass legislation authorizing sports betting. Consequently, gaming regulators, many of our operator customers, and many of our competitors dedicated resources to service this new market, as did we. However, in January 2019, the Office of Legal Counsel of the Department of Justice (“OLC”) published an opinion reversing its prior 2011 opinion interpreting the Federal Wire Act. The 2019 opinion now indicates that the Wire Act is applicable to any wire communication across state lines and specifically indicating that the Unlawful Internet Gambling Enforcement Act (“UIGEA”) does not modify the Wire Act, violations of which may be subject to criminal prosecution. The specific comment regarding UIGEA implicates UIGEA’s carve out for “unlawful Internet gambling” and “intermediate routing” (i.e., the ancillary crossing of state lines of transmissions between intra-state communications points). In reliance on the 2011 Wire Act opinion, several states legalized online gaming, and the proposed legislation in many jurisdictions in response to the May 2018 PASPA decision included online sports betting. The impact of the 2019 Wire Act opinion is currently unclear, and may implicate lottery, land-based, and online gaming as well as banks and payment processors that services these market segments. The Deputy Attorney General of the United States delayed implementation of the 2019 opinion through June 14, 2019, and several states’ attorney general have, or are contemplating, action in response to the 2019 opinion, including litigation. Interpretations and resultant enforcement of the Wire Act as may relate to intermediate routing transactions could negatively impact our WAP games business as well as our FinTech cash access business and our interactive real money gaming business.
Moreover, in addition to the risk of enforcement action, we are also at risk of loss of business reputation in the event of any potential legal or regulatory investigation, whether or not we are ultimately accused of or found to have committed any violation.

For a summary of gaming regulations that could affect our business, see “Item 1. Business — Regulation.”

Many of the financial services that we provide are subject to extensive rules and regulations, which may harm our business.

Our Central Credit gaming patron credit bureau and check verification and warranty services are subject to the Fair Credit Reporting Act,FCRA, the Fair and Accurate Credit Transactions Act of 2003FACTA, and similar state laws. The collection practices that are used by our third-party providers and us may be subject to the Fair Debt Collection Practices ActFDCPA and applicable state laws relating to debt collection. All of our cash access services and patron marketing services are subject to the privacy provisions of state and federal law, including the Gramm-Leach-Bliley Act. Our POS debit card cash access transactions and ATM withdrawal services are subject to the Electronic Fund Transfer Act. Our ATM services are subject to the applicable state banking regulations in each jurisdiction in which we operate ATMs. Our ATM services may also be subject to state and local regulations relating to the imposition of daily limits on the amounts that may be withdrawn from ATMs, the location of ATMs, our ability to surcharge cardholders who use our ATMs, our ability to accept EBT card types, and the form and type of notices that must be disclosed regarding the provision of our ATM services. The cash access services we provide are subject to record keeping and reporting obligations under the Bank Secrecy Act and the USA PATRIOT Act of 2001. We are required to file SARs with respect to transactions completed at all gaming establishments at whichwhere we provide our cash access services are provided.through a gaming establishment’s cashier or financial services center. If we are found to be noncompliant in any way with these laws, we could be subject to substantial civil and criminal penalties. In jurisdictions in which we serve as a check casher, we are subject to the applicable state licensing requirements and regulations governing check cashing activities. We are also subject to various state licensing requirements and regulations governing money transmitters.

We are subject to formal or informal audits, inquiries, or reviews from time to time by the regulatory authorities that enforce these financial services rules and regulations. In the event that any regulatory authority determines that the manner in which we provide cash access, patron marketing, or gaming patron credit bureau services is not in compliance with existing rules and regulations, or the regulatory authorities adopt new rules or regulations that prohibit or restrict the manner in which we provide cash access, patron marketing, or gaming patron credit bureau services, then these regulatory authorities may force us to modify the manner in which we operate or force us to stop processing certain types of cash access transactions or providing patron marketing or gaming patron credit bureau services altogether. We may also be required to pay substantial penalties and fines if we fail to comply with applicable rules and regulations. For example, if we fail to file CTRs or SARs on a timely basis or if we are found to be


noncompliant in any way with either the Bank Secrecy Act or the USA PATRIOT Act of 2001, we could be subject to substantial civil and criminal penalties. In addition, our failure to comply with applicable rules and regulations could subject us to private litigation.

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We are subject to extensive rules and regulations of card associations, including VISA, MasterCard, and electronic paymentEFT networks that are always subject to change, which may harm our business.

Our cash access business is subject to the extensive rules and regulations of the leading card associations, VISA and MasterCard. The rules and regulations do not expressly address some of the contexts and settings in which we process cash access transactions or do so in a manner subject to varying interpretations. As an example, we and certain of our providers must comply with the PCI Data Security Standard. The failure by any of such providers to comply with such standards could result in our being fined or being prohibited from processing transactions through VISA, MasterCard, and other card and payment networks. We also process transactions involving the use of the proprietary credit cards such as those offered by Discover Card and American Express, as well as other regional cards issued in certain international markets. The rules and regulations of the proprietary credit card networks that service these cards present risks to us that are similar to those posed by the rules and regulations of VISA, MasterCard, and other payment networks.

The card associations’ and payment networks’ rules and regulations are always subject to change, and the card associations or payment networks may modify their rules and regulations from time to time. Our inability to anticipate changes in rules and regulations, or the interpretation or application thereof, may result in substantial disruption to our business. In the event that the card associations, payment networks or our sponsoring banks determine that the manner in which we process certain types of card transactions is not in compliance with existing rules and regulations, or if the card associations or payment networks adopt new rules or regulations that prohibit or restrict the manner in which we process certain types of card transactions, we may be forced to pay a fine, modify the manner in which we operate our business, or stop processing certain types of cash access transactions altogether, any of which could have a material adverse effect on our business, financial condition, operations, or cash flows.

Card associations and EFT networks may change interchange reimbursement rates or network operating fees or assess new fees associated with the processing and settlement of our cash access transactions or otherwise change their operating rules and regulations without our consent and such changes may affect our revenues, cost of revenues (exclusive of depreciation and amortization), net income, and our business generally.

We receive income from issuers of ATM, credit, and debit cards for certain transactions performed on our ATMs related to cash dispensing or certain other non-financial transactions such as balance inquiries. The EFT networks may also charge certain fees related to the performance of these transactions. We refer to the net of this income and fees as reverse interchange. The amount of this reverse interchange income is determined by the card associations and EFT networks, and this income is subject to decrease at their discretion.

We pay interchange and other network fees for services to the credit card associations and EFT networks that they provide in settling transactions routed through their networks. Collectively we call these charges interchange fees. Subject to the limitations imposed by federal regulations such as the Durbin Amendment or other regulations that may be enacted, the amounts of these interchange fees are determined based upon the sole discretion of the card associations and EFT networks and are subject to increase at any time. Although certain of our contracts enable us to pass through increases in interchange or other network processing fees to our customers, competitiveCompetitive pressures might prevent us from passing all or some of these fees through to our customers in the future. To the extent that we are unable to pass through to our customers all or any portion of any increase in interchange or other network processing fees, our cost of revenues (exclusive of depreciation and amortization) would increase and our net income would decrease, assuming no change in transaction volumes. Any such decrease in net income could have a material adverse effect on our business, financial condition, operations, or cash flows.

In addition, proposed changes to the Dodd-Frank Act, such as the repeal of the Durbin Amendment, if adopted, or other regulation that could be implemented to limit the amount of surcharge or service fees charged for our cash access transactions could have a negative impact on revenue and gross margins (exclusive of depreciation and amortization) as a result of reduced service fee revenue and potential increases in interchange rates merchants pay for debit card transactions.

The card associations and EFT networks may also elect to impose new membership or other fees, or implement new rules and regulations with respect to processing transactions through their networks, and any such new fees, rules, or regulations could have a material adverse effect on our business, financial condition, operations, or cash flows.

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The provision of our credit card access, POS debit, and ATM services are dependent upon our continued sponsorship into the VISA and MasterCard card associations, and the suspension or termination of our sponsorship would result in a material adverse effect on our business, financial condition, operations, or cash flows.

We process virtually all of our credit card cash access, POS debit, and ATM service transactions through the VISA and MasterCard card associations, both domestically and internationally, and virtually all of the revenue that we derive from our credit card cash


access, POS debit, and ATM services is dependent upon our continued sponsorship into the VISA and MasterCard associations. We cannot provide these services without sponsorship into the VISA and MasterCard associations by a member financial institution. Our failure to maintain our current sponsorship arrangements or secure alternative sponsorship arrangements into the VISA and MasterCard associations could have a material adverse effect on our business, financial condition, operations, or cash flows.

Our ATM service business is subject to extensive rules and regulations, which may harm our business.

Our ATM services are subject to the applicable federal, state, and local banking regulations in each jurisdiction in which we operate ATMs, which regulations relate to the imposition of daily limits on the amounts that may be withdrawn from ATMs, the location of ATMs, our ability to surcharge cardholders who use our ATMs, our ability to accept EBT card types, and the form and type of notices that must be disclosed with respect to the fees we charge to patrons in connection with our ATM services. ATMs are also subject to requirements of the Americans with Disabilities Act, which in general require that ATMs be accessible to individuals with disabilities, such as visually-impaired persons. These laws and regulations may impose significant burdens on our ability to operate ATMs profitably in some locations, or at all, and our business, financial condition, operations, or cash flows could be materially adversely affected. Moreover, because these regulations are subject to change, we may be forced to modify our ATM operations in a manner inconsistent with the assumptions upon which we relied when entering into contracts to provide ATM services at gaming establishments. If federal, state, local, or foreign authorities adopt new laws or regulations, or raise enforcement levels on existing laws and regulations that make it more difficult for us to operate our ATM business, then our revenues and earnings may be negatively affected. If legislation or regulations are enacted in the future that adversely impact our ATM business, we may be forced to modify our operations in a manner inconsistent with the assumptions upon which we relied when entering into contracts to provide ATMs at gaming establishments and our business, financial condition, operations, or cash flows could suffer a material adverse effect.

Consumer privacy laws may change, requiring us to change our business practices or expend significant amounts on compliance with such laws.

Our patron marketing and database services depend on our ability to collect and use non-public personal information relating to patrons who use our products and services and the transactions they consummate using our services. We are required by federal and state privacy laws and rules to safeguard and protect the privacy of such information, to make disclosures to patrons regarding our privacy and information sharing policies and, in some cases, to provide patrons an opportunity to “opt out” of the use of their information for certain purposes. The failure or circumvention of the means by which we safeguard and protect the privacy of information we gather may result in the dissemination of non-public personal information, which may harm our reputation and may expose us to liability to the affected individuals and regulatory enforcement proceedings or fines. Regulators reviewing our policies and practices may require us to modify our practices in a material or immaterial manner or impose fines or other penalties if they believe that our policies and practices do not meet the necessary standard. To the extent that our patron marketing and database services have failed, are now failing, or in the future fail to comply with applicable law, our privacy policies or the notices that we provide to patrons, we may become subject to actions by a regulatory authority or patrons which cause us to pay monetary penalties or require us to modify the manner in which we provide patron marketing and database services. To the extent that patrons exercise their right to “opt out,” our ability to leverage existing and future databases of information would be curtailed. Consumer and data privacy laws are evolving, and due to recent high profile thefts and losses of sensitive consumer information from protected databases, such laws may be broadened in their scope and application, impose additional requirements and restrictions on gathering, encrypting and using patron information or narrow the types of information that may be collected or used for marketing or other purposes or require patrons to “opt-in” to the use of their information for specific purposes, or impose additional fines or potentially costly compliance requirements which will hamper the value of our patron

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marketing and database services.





Risks Related to Our Stock

Our common stock has been publicly traded since September 2005, and we expect that the price of our common stock will fluctuate substantially.

There has been a public market for our common stock since September 2005. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including those described above under “—Risks Related to Our Business,” “—Risks Related to Regulation of Our Industry”, and the following:

·

our failure to maintain our current customers, including because of consolidation in the gaming industry;

·

increases in commissions paid to gaming establishments as a result of competition;

·

increases in interchange rates, processing fees or other fees paid by us;

·

decreases in reverse interchange rates paid to us;

·

actual or anticipated fluctuations in our or our competitors’ revenue, operating results or growth rate;

·

our inability to adequately protect or enforce our intellectual property rights;

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any adverse results in litigation initiated by us or by others against us;

·

our inability to make payments on our outstanding indebtedness as they become due or our inability to undertake actions that might otherwise benefit us based on the financial and other restrictive covenants contained in the Credit Facilities and the purchase agreement governing the Refinanced Secured Notes and indenture governing the Unsecured Notes;

·

the loss, or failure, of a significant supplier or strategic partner to provide the goods or services that we require from them;

·

our inability to introduce successful, new products and services in a timely manner or the introduction of new products or services by our competitors that reduce the demand for our products and services;

·

our failure to successfully enter new markets or the failure of new markets to develop in the time and manner that we anticipate;

·

announcements by our competitors of significant new contracts or contract renewals or of new products or services;

·

changes in general economic conditions, financial markets, the gaming industry or the payments processing industry;

·

the trading volume of our common stock;

·

sales of common stock or other actions by our current officers, directors and stockholders;

·

acquisitions, strategic alliances or joint ventures involving us or our competitors;

·

future sales of our common stock or other securities;

34

our failure to maintain our current customers, including because of consolidation in the gaming industry;



Tableincreases in commissions paid to gaming establishments as a result of Contents

competition;
increases in interchange rates, processing fees, or other fees paid by us;

·

the failure of securities analysts to cover our common stock or changes in financial estimates or recommendations by analysts;

decreases in reverse interchange rates paid to us;

·

our failure to meet the revenue, net income or earnings per share estimates of securities analysts or investors;

actual or anticipated fluctuations in our or our competitors’ revenue, operating results, or growth rate;

·

additions or departures of key personnel;

our inability to adequately protect or enforce our intellectual property rights;

·

terrorist acts, theft, vandalism, fires, floods or other natural disasters; and

any adverse results in litigation initiated by us or by others against us;

·

rumors or speculation as to any of the above which we may be unable to confirm or deny due to disclosure restrictions imposed on us by law or which we otherwise deem imprudent to comment upon.

our inability to make payments on our outstanding indebtedness as they become due or our inability to undertake actions that might otherwise benefit us based on the financial and other restrictive covenants contained in the New Credit Facilities and the indenture governing the 2017 Unsecured Notes;

the loss, or failure, of a significant supplier or strategic partner to provide the goods or services that we require from them;
our inability to introduce successful, new products and services in a timely manner or the introduction of new products or services by our competitors that reduce the demand for our products and services;
our failure to successfully enter new markets or the failure of new markets to develop in the time and manner that we anticipate;
announcements by our competitors of significant new contracts or contract renewals or of new products or services;
changes in general economic conditions, financial markets, the gaming industry, or the payments processing industry;
the trading volume of our common stock;
sales of common stock or other actions by our current officers, directors, and stockholders;
acquisitions, strategic alliances, or joint ventures involving us or our competitors;
future sales of our common stock or other securities;
the failure of securities analysts to cover our common stock or changes in financial estimates or recommendations by analysts;
our failure to meet the revenue, net income, or earnings per share estimates of securities analysts or investors;
departures of key personnel or our inability to attract or retain key personnel;
our ability to prevent, mitigate, or timely recover from cybersecurity breaches, attacks, and compromises with respect to our infrastructure, systems, and information technology environment;
terrorist acts, theft, vandalism, fires, floods, or other natural disasters; and
rumors or speculation as to any of the above which we may be unable to confirm or deny due to disclosure restrictions imposed on us by law or which we otherwise deem imprudent to comment upon.

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or prevent transactions that many stockholders may favor.

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying, discouraging, or preventing a merger or acquisition that our stockholders may consider favorable or a change in our management or our Board of Directors. These provisions:

·

divide our Board of Directors into three separate classes serving staggered three-year terms, which will have the effect of requiring at least two annual stockholder meetings instead of one, to replace a majority of our directors, which could have the effect of delaying or preventing a change in our control or management;

·

provide that special meetings of stockholders can only be called by our Board of Directors, Chairman of the Board or Chief Executive Officer. In addition, the business permitted to be conducted at any special meeting of stockholders is limited to the business specified in the notice of such meeting to the stockholders;

·

provide for an advance notice procedure with regard to business to be brought before a meeting of stockholders which may delay or preclude stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders, which could delay or deter takeover attempts or changes in management;

·

eliminate the right of stockholders to act by written consent so that all stockholder actions must be effected at a duly called meeting;

·

provide that directors may only be removed for cause with the approval of stockholders holding a majority of our outstanding voting stock;

·

provide that vacancies on our Board of Directors may be filled by a majority, although less than a quorum, of directors in office and that our Board of Directors may fix the number of directors by resolution;

·

allow our Board of Directors to issue shares of preferred stock with rights senior to those of the common stock and that otherwise could adversely affect the rights and powers, including voting rights and the right to approve or not to approve an acquisition or other change in control, of the holders of common stock, without any further vote or action by the stockholders; and

·

do not provide for cumulative voting for our directors, which may make it more difficult for stockholders owning less than a majority of our stock to elect any directors to our Board of Directors. In addition, we are also subject to Section 203 of the Delaware General Corporation Law, which provides, subject to enumerated exceptions, that if a person acquires 15% or more of our voting stock, the person is an “interested stockholder” and may not engage in “business combinations” with us for a period of three years from the time the person acquired 15% or more of our voting stock.

35

divide our Board of Directors into three separate classes serving staggered three-year terms, which will have the effect of requiring at least two annual stockholder meetings instead of one, to replace a majority of our directors, which could have the effect of delaying or preventing a change in our control or management;



Tableprovide that special meetings of Contents

stockholders can only be called by our Board of Directors, Chairman of the Board, or Chief Executive Officer. In addition, the business permitted to be conducted at any special meeting of stockholders is limited to the business specified in the notice of such meeting to the stockholders;

provide for an advance notice procedure with regard to business to be brought before a meeting of stockholders which may delay or preclude stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders, which could delay or deter takeover attempts or changes in management;

eliminate the right of stockholders to act by written consent so that all stockholder actions must be effected at a duly called meeting;
provide that directors may only be removed for cause with the approval of stockholders holding a majority of our outstanding voting stock;
provide that vacancies on our Board of Directors may be filled by a majority, although less than a quorum, of directors in office and that our Board of Directors may fix the number of directors by resolution;
allow our Board of Directors to issue shares of preferred stock with rights senior to those of the common stock and that otherwise could adversely affect the rights and powers, including voting rights and the right to approve or not to approve an acquisition or other change in control, of the holders of common stock, without any further vote or action by the stockholders; and
do not provide for cumulative voting for our directors, which may make it more difficult for stockholders owning less than a majority of our stock to elect any directors to our Board of Directors. In addition, we are also subject to Section 203 of the Delaware General Corporation Law, which provides, subject to enumerated exceptions, that if a person acquires 15% or more of our voting stock, the person is an “interested stockholder” and may not engage in “business combinations” with us for a period of three years from the time the person acquired 15% or more of our voting stock.
These provisions may have the effect of entrenching our management team and may deprive our stockholders of the opportunity to sell shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a premium could reduce the price of our common stock.

Item 1B.  Unresolved Staff CommentComments.
None.
s.

None.

Item 2.  Properties.

Our headquarters are locatedProperties.

We occupy real estate properties mostly in the United States and, to a facility in Las Vegas, Nevada, consisting of approximately 59,000 square feet of office space, which is under a lease through April 2023. In connection with the Merger, we assumed certain lease obligations of Everi Games, including approximately 84,000 square feet of office space in Austin, Texas, which is under a lease through March 2021. We also lease several other propertieslesser degree, internationally that are used to support all our products and services.

under lease agreements. We believe that these facilities are adequate for our business needs as presently conducted.

We primarily occupy the following leased real estate properties:
LocationSq. FtPurposeSegment
Austin, Texas204,256Games Headquarters and OperationsGames
Las Vegas, Nevada106,873Corporate Headquarters; FinTech Headquarters and OperationsFinTech; Games
Reno, Nevada17,138Game Design StudioGames
Chicago, Illinois17,124Game Design StudioGames
In addition, we lease several other less significant real estate properties that are used to support our products and services.
Item 3.  Legal Proceedings.

Everi Games Shareholder Litigation

As discussedProceedings.

We are involved in “Note 13. Commitmentsvarious investigations, claims, and Contingencies”lawsuits in the ordinary course of our notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K, in connectionbusiness. Although the outcome of our legal proceedings cannot be predicted with certainty and no assurances can be provided, based upon current information, we


do not believe the Merger, certain actions were filed by putative shareholdersliabilities, if any, which may ultimately result from the outcome of Everi Games Holdingsuch matters, individually or in the United States District Court for the Western Districtaggregate, will have a material adverse impact on our financial position, liquidity, or results of Texas (the “Texas Federal Action”) and the District Court of Travis County, Texas (the “Texas State Court Action”) alleging that directors of Everi Games Holding directors breached their fiduciary duties in connection with the Merger. The complaints further alleged that Everi Holdings and its formerly wholly-owned merger subsidiary, Merger Sub, aided and abetted those purported breaches of fiduciary duty.

The parties agreed to settle all claims asserted in the Texas Federal Action. Everi Games Holding agreed to make certain additional disclosures in its proxy statement related to the Merger, and made those disclosures in a Current Report on Form 8-K filed on November 21, 2014. In addition, the defendants agreed not to oppose plaintiffs’ application for an attorneys’ fee award of up to $310,000. The court in the Texas Federal Action approved the settlement, awarded attorneys’ fees of $310,000, and entered judgment. The deadline to file any appeal from the judgment has expired and no appeal has been filed.

The judgment in the Texas Federal Action includes a release of the claims asserted in the Texas State Court Action. The Texas State Court Action has been dismissed with prejudice.

Alabama Litigation

The Company is currently involved in one lawsuit related to Everi Games’ former charity bingo operations in the State of Alabama, which we believe is not material from a damages perspective. The lawsuit is currently pending in federal court and includes claims related to the alleged illegality of electronic charity bingo in the State of Alabama.

Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Everi Games Holding and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that Everi Games Holding participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs'

operations.

36


Table of Contents

motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.

Item 4.  Mine Safety Disclosures.

Disclosures.

Not applicable.


37




Table of Contents

PART II

PART II

Item 5.  Market for Registrant’s Common Equity,Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed for trading on the New York Stock Exchange under the symbol “EVRI.” On March 1, 2016,2019, there were threeeight holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.

The following table sets forth for the indicated periods, the high and low sale prices per share of our common stock:

 

 

 

 

 

 

 

 

 

 

Price Range

 

 

 

High

 

Low

 

2015

    

 

 

    

 

 

 

First Quarter

 

$

8.53

 

$

6.41

 

Second Quarter

 

 

8.50

 

 

7.16

 

Third Quarter

 

 

7.87

 

 

4.39

 

Fourth Quarter

 

 

5.35

 

 

3.27

 

2014

 

 

 

 

 

 

 

First Quarter

 

$

9.93

 

$

6.37

 

Second Quarter

 

 

9.29

 

 

6.38

 

Third Quarter

 

 

9.13

 

 

6.56

 

Fourth Quarter

 

 

7.75

 

 

6.04

 

On March 1, 2016, the closing sale price of our common stock on the New York Stock Exchange was $3.02.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all our earnings for the repayment of our outstanding debt and to finance the growth and development of our business. Any future change in our dividend policy will be made at the discretion of our Board of Directors and will depend on contractual restrictions, our results of operations, earnings, capital requirements and other factors considered relevant by our Board of Directors. In addition, the Credit Facilities, the purchase agreement governing the Refinanced Secured Notes and indenture governing the Unsecured Notes limit our ability to declare and pay cash dividends.

Sales of Unregistered Securities

On April 15, 2015, in connection with the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement (defined below), Holdings issued to CPPIB Credit Investments III Inc. (the “Purchaser”) a warrant to purchase 700,000 shares of Holdings’ common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of Holdings’ common stock for the ten trading days prior to the issuance of the warrant (the “Warrant”). The Warrant expires on the sixth anniversary of the date of issuance. The number of shares issuable pursuant to the Warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events. The Warrant was issued in a private placement under Section 4(a)(2) of the Securities Act. 

Common Stock Repurchases

We did not have a share repurchase program in effect for the yearyears ended December 31, 2015. Our most recent share repurchase program expired on December 31, 2014.

2018, 2017, and 2016.

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Table of Contents

Issuer Purchases and Withholding of Equity Securities

We repurchased or withheld from restricted stock awards 32,617, 55,502,17,552, 15,457, and 14,90118,717 shares of our common stock at an aggregate purchase price of $0.2$0.1 million $0.5 million,for the years ended December 31, 2018, 2017, and $0.1 million2016, respectively, to satisfy the minimum applicable tax withholding obligations incident to the vesting of such restricted stock awards for the years ended December 31, 2015, 2014, and 2013, respectively.awards. The following table includes the monthly repurchases or withholdings of our common stock during the fourth quarter ended December 31, 2015:

2018: 

 

 

 

 

 

 

 

 

 

 

 

Total Number of

 

Average Price

 

 

 

Shares

 

per Share

 

 

 

Purchased or

 

Purchased or

 

 

    

Withheld

 

Withheld

 

 

 

(000’s)

 

 

 

Tax Withholdings

 

 

 

 

 

 

10/1/15 - 10/31/15

 

23.2

(1)  

$

4.69

(2)

11/1/15 - 11/30/15

 

0.7

(1)  

 

4.45

(2)

12/1/15 - 12/31/15

 

0.8

(1)  

 

3.42

(2)

 

 

 

 

 

 

 

Sub-Total

 

24.7

(1)  

 

4.65

(2)

 

 

 

 

 

 

 

Total

 

24.7

 

$

4.65

 


  
Total Number of
Shares Purchased (1) (in thousands)

 
Average Price per
Share (2)
     
Tax Withholdings  
  
10/1/18 - 10/31/18 6.4
 $7.04
11/1/18 - 11/30/18 0.6
 $7.41
12/1/18 - 12/31/18 3.1
 $5.26
Total 10.1
 $6.52


(1)

Represents the shares of common stock that were withheld from restricted stock awards to satisfy the minimum applicable tax withholding obligations incident to the vesting of such restricted stock awards. There are no limitations on the number of shares of common stock that may be withheld from restricted stock awards to satisfy the minimum tax withholding obligations incident to the vesting of restricted stock awards.

(2)

Represents the average price per share of common stock withheld from restricted stock awards on the date of withholding.

Stock Performance Graph

The line graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the Standard & Poor’s (“S&P”) 500 Index and the S&P Information Technology Index during the five yearfive-year period ended December 31, 2015.

2018.

The graph assumes that $100 was invested on December 31, 20102013 in our common stock, in the S&P 500 Index and the S&P Information Technology Index, and that all dividends were reinvested. Research Data Group, Inc. furnished this data and the cumulative total stockholder returns for our common stock, the S&P 500 Index and the S&P Information Technology Index are based on the calendar month end closing prices. The comparisons in the graph are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.

39





Tablestockperformancechart.jpg

The performance graph and the related chart and text are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Contents

This graph isRegulation S-K, and are not “soliciting material,” is not deemedbeing filed withfor purposes of Section 18 of the SECExchange Act and isare not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Table of Contents

Item 6.  Selected Financial Data.

Data.

The following selected historical financial data has been derived from, and should be read in conjunction with, the audited consolidated financial statements and the notes to consolidated financial statements and “Item 7. Management’s Discussion and Analysis ofour Financial ConditionStatements and Results of Operations”Operations included elsewhere in this Annual Report on Form 10-K. Our selected consolidated financial data may not be indicative of our future financial condition or results of operations (in thousands, except per share amounts).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2015(1)

 

2014(2)

 

2013

 

2012

 

2011

 

Income Statement Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

    

$

826,999

    

$

593,053

    

$

582,444

    

$

584,486

    

$

544,063

 

Operating (loss) income

 

 

(9,730)

 

 

33,782

 

 

49,150

 

 

55,982

 

 

38,296

 

Net (loss) income

 

 

(104,972)

 

 

12,140

 

 

24,398

 

 

25,689

 

 

9,129

 

 
Basic (loss) earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(1.59)

 

$

0.18

 

$

0.37

 

$

0.39

 

$

0.14

 

 
Diluted (loss) earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(1.59)

 

$

0.18

 

$

0.36

 

$

0.38

 

$

0.14

 

 
Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

65,854

 

 

65,780

 

 

66,014

 

 

65,933

 

 

64,673

 

Diluted

 

 

65,854

 

 

66,863

 

 

67,205

 

 

67,337

 

 

64,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At and For the Year Ended December 31,

 

 

 

2015(1)

 

2014(2)

 

2013

 

2012

 

2011

 

Balance sheet data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

    

$

102,030

    

$

89,095

    

$

114,254

    

$

153,020

    

$

55,535

 

Working capital(3)

 

 

2,452

 

 

12,550

 

 

(1,682)

 

 

 —

 

 

 —

 

Total assets

 

 

1,574,065

 

 

1,707,285

 

 

527,327

 

 

553,895

 

 

529,067

 

Total borrowings

 

 

1,163,579

 

 

1,188,787

 

 

103,000

 

 

121,500

 

 

174,000

 

Stockholders’ equity

 

 

137,420

 

 

231,473

 

 

218,604

 

 

198,759

 

 

159,858

 

Cash flow data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

124,416

 

$

24,531

 

$

4,334

 

$

157,488

 

$

54,252

 

Net cash used in investing activities

 

 

(85,045)

 

 

(1,085,847)

 

 

(13,990)

 

 

(12,531)

 

 

(18,183)

 

Net cash (used in) provided by financing activities

 

 

(24,884)

 

 

1,037,423

 

 

(29,183)

 

 

(46,783)

 

 

(41,227)

 

  Year Ended December 31,
  
2018(1)
 
2017(2)
 
2016(3)
 
2015(4)(5)
 
2014(6)
Income Statement Data  
  
  
  
  
Revenues $469,515
 $974,948
 $859,456
 $826,999
 $593,053
Operating income (loss) 85,813
 81,819
 (118,555) (9,730) 33,782
Net income (loss) 12,356
 (51,903) (249,479) (104,972) 12,140
Basic earnings (loss) per share 0.18
 (0.78) (3.78) (1.59) 0.18
Diluted earnings (loss) per share 0.17
 (0.78) (3.78) (1.59) 0.18
Weighted average common shares outstanding          
Basic 69,464
 66,816
 66,050
 65,854
 65,780
Diluted 73,796
 66,816
 66,050
 65,854
 66,863




  At and For the Year Ended December 31,
  
2018(1)
 
2017(2)
 
2016(3)
 
2015(4)(5)(6)
 
2014(7)
Balance sheet data  
  
  
  
  
Cash and cash equivalents $297,532
 $128,586
 $119,051
 $102,030
 $89,095
Working capital 17,304
 (12,040) (1,875) 2,452
 12,550
Total assets 1,548,261
 1,537,074
 1,408,163
 1,550,385
 1,707,285
Total borrowings 1,163,216
 1,167,843
 1,121,880
 1,139,899
 1,188,787
Stockholders’ (deficit) equity (108,895) (140,633) (107,793) 137,420
 231,473
Cash flow data          
Net cash provided by operating activities $294,286
 $95,828
 $131,711
 $124,587
 $24,531
Net cash used in investing activities (123,350) (109,979) (88,054) (85,549) (1,085,847)
Net cash provided by (used in) financing
   activities
 11
 22,394
 (24,922) (24,551) 1,037,423

(1)

On January 1, 2018, we adopted ASC 606 using the modified retrospective method, which resulted in the recording of an immaterial cumulative adjustment in the amount of approximately $4.4 million to accumulated deficit as of the adoption date. Our prior period results were not recast to reflect the new revenue recognition standard under the modified retrospective method.

(2)During 2017, we refinanced our senior secured term loan, senior secured notes and senior unsecured notes, which resulted in approximately $51.8 million of loss on extinguishment of debt.
(3)During 2016, the Games reporting unit had a goodwill impairment of $146.3 million.
(4)2015 amounts include a full year of financial results for Everi Games. 
(5)During 2015, the Games reporting unit had a goodwill impairment of $75.0 million.

(2)

(6)

We reclassified $23.7 million of debt issuance costs related to our outstanding debt from the non-current portion of other assets to contra-liabilities included in long-term debt as of December 31, 2015 in connection with our retrospective adoption of Accounting Standards Update (“ASU”) No. 2015-03 in 2016. This reclassification decreased the December 31, 2015 balance of both total assets and total borrowings.

(7)2014 amounts affected by the Merger for which Total Merger Considerationtotal merger consideration of $1.1 billion on December 19, 2014 was paid and results of operations were recorded from the date of acquisition through December 31, 2014.

(3)

As a result of the Merger on December 19, 2014, we now provide a classified balance sheet as a significant portion of our business relates to gaming manufacturing. Starting with the year of the Merger, a calculation of working capital has been included.

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Table of Contents

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operations.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 1. Business,” “Item 6. Selected Financial Data”Data,” and the audited consolidated financial statements and notes to consolidated financial statementsour Financial Statements included elsewhere in this Annual Report on Form 10-K and the information included in our other filings with the SEC.
This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. SeeAct and the Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the disclosure and information contained and referenced in “Cautionary Note Regarding Forward-Looking Statements” above.

and “Item 1A. Risk Factors” included elsewhere in this Annual Report on Form 10-K.

Overview

Everi is dedicated to providing video and mechanical reel gaming content anda leading supplier of technology solutions integratedfor the casino gaming industry. We provide casino operators with a diverse portfolio of products including innovative gaming machines that power the casino floor, and casino operational and management systems that include comprehensive end-to-end payments solutions, critical intelligence offerings, and compliancegaming operations efficiency technologies. Everi’s mission is to be a transformative force for casino operations by facilitating memorable player experiences, delivering reliable protection and efficiency software. Everi Games provides: (a) comprehensive content, electronic gaming unitssecurity, and systemsstriving for Native Americancustomer satisfaction and commercial casinos, including the award winning TournEvent® slot tournament solution;operational excellence. We are divided into two primary business segments: “Everi Games” or “Games” and (b) the central determinant system for the VLTs installed at racetracks in the State“Everi FinTech” or “FinTech”.


Items Impacting Comparability of New York. Everi Payments provides: (a) access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions, POS debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and (e) online payment processing solutions for gaming operators in states that offer intrastate, Internet-based gaming and lottery activities.

Significant Trends and Developments Impacting Results of Operations

Our Business

Merger with Everi Games

In December 2014, Holdings completed its acquisition of Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) (“Everi Games Holding”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Everi Games Holding, with Everi Games Holding continuing as the surviving corporation. In the Merger, Everi Games Holding became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Everi Games Holding, other than shares held by Holdings, Everi Games Holding, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest, together with consideration paid in connection with the acceleration and full vesting of certain Everi Games Holding equity awards. We completed the Merger and paid the Total Merger Consideration of approximately $1.1 billion in cash. To fund the Merger, we entered into a credit facility consisting of a $500.0 million, six year senior secured term loan facility that matures in 2020 (the “Term Loan”), and a $50.0 million, five year senior secured revolving credit facility that matures in 2019 (“Revolving Credit Facility,” and together with the Term Loan, the “Credit Facilities”) and issued $350.0 million aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the “Secured Notes”), and $350.0 million aggregate principal amount of 10.00% Senior Unsecured Notes due 2022 (the “Unsecured Notes,” and, together with the Secured Notes or the Refinanced Secured Notes (defined below), as applicable, the “Notes”). The Secured Notes were subsequently refinanced, as discussed below. The Revolving Credit Facility remained undrawn at the closing of the Merger. In relation to the Merger, we incurred expenses of approximately $52.6 million associated with debt issuance costs and original issue discounts.  These amounts were capitalized and are being amortized to interest expense based upon the related debt agreements using the straight-line method.

We expensed approximately $2.7 million and $10.7 million of costs incurred related to the acquisition of Everi Games Holding for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses for the years ended December 31, 2015 and 2014, respectively. These expenses are included in the ConsolidatedFinancial Statements of (Loss) Income and Comprehensive (Loss) Income within operating expenses. These expenses do not include any costs related to additional site consolidation or rationalization that we might consider in the future.

Gain Contingency Settlement

In January 2014, we filed a complaint against certain third party defendants alleging conspiracy in restraint of competition regarding interchange fees, monopolization by defendants in the relevant market, and attempted monopolization of the

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defendants in the relevant market. We demanded a trial by jury of all issues so triable. The defendants filed a motion to dismiss on March 13, 2014. A settlement agreement was made as of January 16, 2015, and, on January 22, 2015, the settlement agreement was executed and delivered in connection with respect to which we received $14.4 million in cash and recorded the settlement proceeds in the first quarter of 2015. This settlement is included as a reduction of operating expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 30, 2015. The Company utilized the proceeds along with cash on hand to make a $15.0 million principal reduction payment on the Secured Notes in the first quarter of 2015.

Refinance of Secured Notes

The terms of the Secured Notes purchase agreement stipulated that the Company was required to use commercially reasonable efforts to aid the initial purchasers in the resale of the Secured Notes. Alternatively, we had the ability to redeem the Secured Notes from the initial purchasers without penalty. On April 15, 2015, the Company entered into a note purchase agreement (the “Note Purchase Agreement”), among Everi Payments, CPPIB Credit Investments III Inc. (the “Purchaser”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and issued $335.0 million in aggregate principal amount of its 7.25% Senior Secured Notes due 2021 (the “Refinanced Secured Notes”) in a private offering to the Purchaser. With the proceeds from the issuance of the Refinanced Secured Notes, we redeemed, in full, the Company’s outstanding Secured Notes from the note holders thereof in accordance with the terms of the indenture governing the Secured Notes. In connection with this transaction during the second quarter of 2015, we expensed approximately $13.0 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the redeemed Senior Secured Notes that were outstanding prior to the refinance transaction.

In connection with the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement, the Company issued to the Purchaser a warrant to purchase 700,000 shares of Holdings’ common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of Holdings’ common stock for the ten trading days prior to the issuance of the warrant. The warrant expires on the sixth anniversary of the date of issuance. The number of shares issuable pursuant to the warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events. The warrants were valued at $2.2 million using a modified Black-Scholes model and were accounted for as a debt discount.

Unsecured Notes Syndication

In connection with the terms of the Unsecured Notes purchase agreement for which we were required to use commercially reasonable efforts to aid the initial purchasers in the resale of the Unsecured Notes, the Company prepared an updated offering memorandum and participated in reasonable marketing efforts including road shows, to the extent required therein. The Unsecured Notes were resold by the initial purchasers to third parties in the second quarter of 2015.

Unsecured Notes Registration

In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the initial holders of the Unsecured Notes, to file with the SEC, and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes with terms identical to the Unsecured Notes. On October 23, 2015, we filed a registration statement on Form S-4 with the SEC in accordance with the registration rights agreement outlining our offer to exchange the Unsecured Notes for substantially identical notes without transfer restrictions. The registration statement was declared effective on November 3, 2015, and the exchange offer for the Unsecured Notes was completed on December 4, 2015 with 100% percent participation.

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Other Trends and Developments

Our strategic planning and forecasting processes include the consideration of economic and industry wide trends that may impact our Games and Payments businesses. We have identified the more material positive and negative trends affecting our business as the following:

·

Casino gaming is dependent upon discretionary consumer spending, which is typically the first type of spending that is restrained by consumers when they are uncertain about their jobs and income. Economic uncertainty in North America, specifically in markets impacted by declining energy prices may have an impact casino gaming and ultimately the demand for new gaming equipment.

·

The total North American installed slot base has remained relatively flat to the prior year.  The volume of net unit replacements, increased only slightly in 2015. The North American gaming industry is expected to have a flat to moderate growth in the forward replacement cycle for EGMs. 

·

The volume of new casino openings and new market expansions (e.g., Ohio and Massachusetts) have slowed from previous years.  The reduced demand as a result of fewer new market expansions will reduce the overall demand for slot machines.

·

There continues to be a migration from the use of traditional paper checks and cash to electronic payments which may impact the type of cash access used by our customers.

·

The Payments Card Industry has implemented significant changes in the card acceptance requirements, specifically implementing standards surrounding cash access equipment’s ability to accept cards enabled with EMV compliant chips.  The effective dates for certain of these requirements will continue for the next couple of years and will impact our ability to accept certain card based transactions in the future, our development efforts surrounding our core processing platform, and required capital expenditures to obtain equipment and technology to support EMV.

·

We face continued competition from smaller competitors in the gaming cash access market and face additional competition from larger gaming equipment manufacturers and systems providers. This increased competition has resulted in pricing pressure for both our Games and Payments businesses.

·

There is increasing governmental oversight related to the cost of transaction processing and related fees to the consumer. We expect the financial services and payments industry to respond to these legislative acts by changing other fees and costs, which may negatively impact the Payments business in the future.

·

Casino operators continue to try to broaden their appeal by focusing on investments in the addition of non-gaming amenities to their facilities, which could impact casino operator’s capital allocation.

·

The credit markets in the United States and around the world are volatile and unpredictable.

Factors Affecting Comparability

Our consolidated financial statements included in this report that present our financial condition and results of operations reflect the following transactions and events:

·

In October 2015, we conducted our annual impairment test for our reporting units during the fourth quarter of 2015. A portion of our goodwill was impaired by approximately $75.0 million for the year ended December 31, 2015 based upon the results of our testing.

·

In August 2015, we acquired certain assets of Resort Advantage, LLC (“Resort Advantage”), a supplier of comprehensive and integrated solutions for complete Financial Crimes Enforcement Network (“FinCEN”) and IRS regulatory compliance to the gaming industry. The Resort Advantage acquisition did not have a material impact on our results of operations or financial condition.

44

On January 1, 2018, we adopted ASC 606 using the modified retrospective method, which requires us to evaluate whether any cumulative adjustment is required to be recorded to retained earnings (or accumulated deficit) as a result of applying the provisions set forth under ASC 606 for any existing arrangements not yet completed as of the adoption date of January 1, 2018. As a result, we recorded an immaterial cumulative adjustment in the amount of approximately $4.4 million to accumulated deficit as of the adoption date. Revenues and costs related to certain contracts are recognized at a point in time under ASC 606 as the performance obligations related to certain types of sales are satisfied; whereas, previously these revenues and costs were recognized over a period of time under ASC 605.

Further, we previously reported costs and expenses related to our cash access services - which include commission expenses payable to casino operators, interchange fees payable to the network associations, and processing and related costs payable to other third party partners - as a cost of revenues. Under ASC 606, such costs are reflected as reductions to cash access services revenues on a net basis of presentation, since we do not control the cash advance and ATM services provided to a customer and, therefore, are acting as an agent whose performance obligation is to arrange for the provision of these services. In addition, we previously reported certain costs incurred in connection with our WAP platform, consisting primarily of the jackpot expenses, as cost of revenues. Under ASC 606, such costs are reflected as reductions to gaming operations revenues on a net basis of presentation. Our prior period results were not recast to reflect the new revenue recognition standard under the modified retrospective method.

TableDuring the fourth quarter of Contents

2017, we recorded a $37.2 million loss on extinguishment of debt consisting of a $26.3 million make-whole premium related to the satisfaction and redemption of the 2014 Unsecured Notes (defined herein) and approximately $10.9 million for the write-off of related unamortized debt issuance costs and fees. An additional $14.6 million loss on extinguishment of debt was incurred in the second quarter of 2017 for the unamortized deferred financing fees and discounts related to the extinguished term loan under the Prior Credit Facility and the redeemed Refinanced Secured Notes (both defined herein). Repricing of the New Term Loan Facility (defined herein) during the second quarter of 2018 did not result in a material loss on extinguishment of debt.
In October of each year, we conduct our annual impairment test for our reporting units. Based on the results of our testing, there was no goodwill impairment for 2018 and 2017. We recorded goodwill impairment of approximately $146.3 million related to our Games segment in 2016.

·

In April 2015, we redeemed, in full, the Secured Notes and issued the Refinanced Secured Notes. The Refinanced Secured Notes will reduce the amount of interest expense paid by the Company by approximately $1.7 million per annum.  As a result, we expensed $13.0 million of debt issuance costs and fees to “Loss on extinguishment of debt.”

The income tax benefit was $9.7 million for the year ended December 31, 2018, as compared to an income tax benefit of $20.2 million in the prior year period. The income tax benefit for the year ended December 31, 2018 reflected an effective income tax rate of negative 367.0%, which was less than the statutory federal rate of 21.0% primarily due to a decrease in the valuation allowance for deferred tax assets and an increase in a federal research credit. The income tax benefit for the year ended December 31, 2017 reflected an effective income tax rate of 28.0%, which was less than the statutory federal rate of 35.0%, primarily due to a decrease in the carrying value of our deferred tax liabilities as a result of the enactment of the 2017 Tax Act, offset by an increase in our valuation allowance for deferred tax assets.

·

In January 2015, a settlement agreement was made in connection with a lawsuit we participated in as plaintiffs for which we received and recorded the settlement proceeds in the first quarter of 2015. This settlement is included as a reduction of operating expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended December 30, 2015.

·

In December 2014, we acquired all of the outstanding capital stock of Everi Games. The results contributed by the Everi Games business from the date of consummation of the Merger are reflected in our Games segment and Consolidated Financial Statements. We incurred additional acquisition‑related expenses, which are reflected in operating expenses for the years ended December 31, 2015 and 2014. In addition, depreciation amortization expenses increased due to the purchase price allocation, which included tangible fixed assets and definite-lived intangible assets with relatively short amortization periods and interest expense increased in connection with the debt incurred to fund the Merger.

·

In December 2014, to effect the Merger, we entered into the Credit Facilities and issued the Notes and we used a portion of these proceeds to repay the outstanding amounts owed under prior credit facilities of $210.0 million and $35.0 million for Everi Payments and Everi Games, respectively (the “Prior Credit Facilities”). As a result, we expensed $2.7 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the Prior Credit Facilities of Everi Payments and Everi Games that were in effect prior to the consummation of the Merger.

·

We recorded an asset impairment charge of approximately $3.1 million in the fourth quarter of 2014 related to certain definite‑lived intangible assets.

·

In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc. (“NEWave”), a supplier of compliance, audit and data efficiency software to the gaming industry. The NEWave acquisition did not have a material impact on our results of operations and financial condition.

·

In March 2014, our contract with Caesars Entertainment Corporation expired and was not renewed. As such, our Payments revenues and cost of revenues were impacted for the remainder of 2014 and the first quarter of 2015.

As a result of the above transactions and events, the results of operations and earnings per share in the periods covered by the consolidated financial statementsour Financial Statements may not be directly comparable.

Operating Segments

Operating segments are components

Trends and Developments Impacting our Business
Our strategic planning and forecasting processes include the consideration of an enterprise abouteconomic and industry wide trends that may impact our Games and FinTech businesses. Below we have identified a number of trends that could have a material impact on our business:
Casino gaming is dependent upon discretionary consumer spending, which separate financial information is availabletypically the first type of spending that is evaluated regularlyrestrained by consumers when they are uncertain about their jobs and income. Global economic uncertainty in the marketplace may have an impact on casino gaming and ultimately the demand for new gaming equipment, which impacts both of our segments.
The total North American installed slot base was slightly higher in 2018 when compared to 2017 and 2016. We expect flat to moderate growth in the forward replacement cycle for EGMs, which has a direct impact on the operations of our Games segment.
The volume of sales and installations to new casino openings and new market expansions along with replacements to the existing gaming operators in North America is expected to continue to trend slightly upward in 2019. This could


positively impact the overall demand for slot machines in North America during 2019, which in turn may contribute to improved operations of our Games segment.
We face continued competition from smaller competitors in the gaming cash access market and face additional competition from larger gaming equipment manufacturers and systems providers. This increased competition has resulted in pricing pressure for both our Games and FinTech businesses.
Governmental oversight related to the cost of transaction processing and related fees to the consumer has increased in recent years. We expect the financial services and payments industry to respond to these legislative acts by changing other fees and costs, which may negatively impact our FinTech business in the future.
Casino operators continue to try to broaden their appeal by focusing on investments in the addition of non-gaming amenities to their facilities, which could impact casino operator’s capital allocation for games and payment solution products and impact both of our operating segments.
Impact of ASC Topic 842 on the Comparability of Our Results of Operations in Future Periods
As discussed in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies – Recent Accounting Guidance – Recent Accounting Guidance Not Yet Adopted,” in Item 8: Financial Statements and Supplementary Data, on January 1, 2019, the Company implemented the new lease accounting standard promulgated by the chief operating decision-making group in deciding how to allocate resources and in assessing performance; our chief operating decision-making group consists ofFASB. The Company adopted ASC 842 using the Chief Executive Officer andadoption date method. While we are finalizing the Chief Financial Officer. This group managesadoption procedures, we expect that the business, allocates resources and measures profitability basedstandard will have a material impact on our Balance Sheets, however, we do not expect that the standard will have a material impact on our Statements of Income (Loss). The most significant impact will be the recognition of right-of-use (“ROU”) assets and lease liabilities of operating segments. The operating segmentsleases, which are reviewed separately because each represents products that can be sold separately to our customers.

Since the most recent filing of our Annual Report on Form 10-K for the year ended December 31, 2014, and in connection with the Merger, our chief operating decision-making group has determined the followingexpected to be within a range of approximately 1% to 2% of total assets. We elected the operating segments for which we conduct business: (a) Games, and (b) Payments. Therefore, beginningpractical expedients offered in the first quarter of 2015, we are reportingguidance, including the transition package.

Operating Segments
We report our financial performance based on our new segments in both the currenttwo operating segments: (a) Games; and prior periods. This change had no impact(b) FinTech. For additional information on our consolidated financial statements. Each of these segments is monitored by our management for performance against its internal forecastsee “Item 1. Business” and is consistent with our internal management reporting. 

“Note 18 — Segment Information” included elsewhere in this Annual Report on Form 10-K.

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Table of Contents

·

The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.

·

The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.

Corporate overhead expenses have been allocated to the segments either through specific identification or based on a reasonable methodology. In addition, we allocate depreciation and amortization expenses to the business segments.

Our business is predominantly domestic, with no specific regional concentrations and no significant assets in foreign locations.

Results of Operations

Year ended December 31, 20152018 compared to the year ended December 31, 2014

2017

The following table presents our consolidatedResults of Operations as reported for the year ended December 31, 2018 compared to the year ended December 31, 2017 as reported and as adjusted for the retrospective impact of ASC 606 to reflect the prior period results on a net basis of operations (inpresentation (amounts in thousands)*:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

December 31,

 

 

2015

 

2014

 

2015 Vs 2014

 

 

$

 

%

 

$

 

%

 

$ Variance

 

% Variance

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Games

$

214,424

 

26

%  

$

7,406

 

1

%  

$

207,018

 

2,795

%

Payments

 

612,575

 

74

%  

 

585,647

 

99

%  

 

26,928

 

5

%

Total revenues

 

826,999

 

100

%  

 

593,053

 

100

%  

 

233,946

 

39

%

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Games cost of revenue (exclusive of depreciation and amortization)

 

47,017

 

6

%  

 

1,753

 

 —

%  

 

45,264

 

2,582

%

Payments cost of revenue (exclusive of depreciation and amortization)

 

463,380

 

56

%  

 

438,318

 

74

%  

 

25,062

 

6

%

Operating expenses

 

101,202

 

12

%  

 

95,452

 

16

%  

 

5,750

 

6

%

Research and development

 

19,098

 

2

%  

 

804

 

 —

%  

 

18,294

 

2,275

%

Goodwill impairment

 

75,008

 

9

%  

 

 —

 

 —

%  

 

75,008

 

 —

%

Depreciation

 

45,551

 

6

%  

 

8,745

 

1

%  

 

36,806

 

421

%

Amortization

 

85,473

 

10

%  

 

14,199

 

3

%  

 

71,274

 

502

%

Total costs and expenses

 

836,729

 

101

%  

 

559,271

 

94

%  

 

277,458

 

50

%

Operating (loss) income

 

(9,730)

 

(1)

%  

 

33,782

 

6

%  

 

(43,512)

 

(129)

%

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

100,290

 

12

%  

 

10,756

 

2

%  

 

89,534

 

832

%

Loss on extinguishment of debt

 

13,063

 

2

%  

 

2,725

 

 —

%  

 

10,338

 

379

%

Total other expenses

 

113,353

 

14

%  

 

13,481

 

2

%  

 

99,872

 

741

%

(Loss) income from operations before tax

 

(123,083)

 

(15)

%  

 

20,301

 

4

%  

 

(143,384)

 

(706)

%

Income tax (benefit) provision

 

(18,111)

 

(2)

%  

 

8,161

 

2

%  

 

(26,272)

 

(322)

%

Net (loss) income

$

(104,972)

 

(13)

%  

$

12,140

 

2

%  

$

(117,112)

 

(965)

%




  Year Ended 2018 As Reported vs
  December 31, 2018 December 31, 2017  2017 As Adjusted
  $ % $ % $ $ % $ %
  As Reported As ReportedAdjustmentsAs Adjusted    
Revenues  
  
  
  
        
  
Games revenues 

             

 

Gaming operations $168,146
 36% $148,654
 15% $(565) $148,089
 36% $20,057
 14 %
Gaming equipment and systems 87,038
 18% 70,118
 7% 
 70,118
 17% 16,920
 24 %
Gaming other 3,794
 1% 4,005
 1% 
 4,005
 1% (211) (5)%
Games total revenues 258,978
 55% 222,777
 23% (565) 222,212
 54% 36,766
 17 %
                   
FinTech revenues                  
Cash access services 156,806
 34% 707,222
 73% (563,637) 143,585
 35% 13,221
 9 %
Equipment 20,977
 4% 13,258
 1% 
 13,258
 3% 7,719
 58 %
Information services and other 32,754
 7% 31,691
 3% 
 31,691
 8% 1,063
 3 %
FinTech total revenues 210,537
 45% 752,171
 77% (563,637) 188,534
 46% 22,003
 12 %
  
   
            
Total revenues 469,515
 100% 974,948
 100% (564,202) 410,746
 100% 58,769
 14 %
   
  
  
  
        
  
Costs and expenses 

             

 

Games cost of revenues(1)
                  
Gaming operations 17,603
 4% 15,741
 2% (565) 15,176
 4% 2,427
 16 %
Gaming equipment and systems 47,121
 9% 35,707
 3% 
 35,707
 8% 11,414
 32 %
Gaming other 3,285
 1% 3,247
 1% 
 3,247
 1% 38
 1 %
Games total cost of revenues 68,009
 14% 54,695
 6% (565) 54,130
 13% 13,879
 26 %
                   
FinTech cost of revenues(1)
                  
Cash access services 9,717
 2% 572,880
 59% (563,637) 9,243
 2% 474
 5 %
Equipment 12,601
 3% 7,717
 1% 
 7,717
 2% 4,884
 63 %
Information services and other 4,110
 1% 3,253
 % 
 3,253
 1% 857
 26 %
FinTech total cost of revenues 26,428
 6% 583,850
 60% (563,637) 20,213
 5% 6,215
 31 %
                   
Operating expenses 142,298
 30% 118,935
 12% 
 118,935
 29% 23,363
 20 %
Research and development 20,497
 4% 18,862
 2% 
 18,862
 5% 1,635
 9 %
Depreciation 61,225
 14% 47,282
 5% 
 47,282
 11% 13,943
 29 %
Amortization 65,245
 14% 69,505
 7% 
 69,505
 17% (4,260) (6)%
Total costs and expenses 383,702
 82% 893,129
 92% (564,202) 328,927
 80% 54,775
 17 %
Operating income 85,813
 18% 81,819
 8% 
 81,819
 20% 3,994
 5 %
*Rounding may cause variances.

(1) Exclusive of depreciation and amortization.

46





  Year Ended 2018 As Reported vs
  December 31, 2018 December 31, 2017  2017 As Adjusted
     $ % $ % $ $ %    $    %
  As Reported As ReportedAdjustmentsAs Adjusted    
Other expenses                  
Interest expense, net of interest income 83,001
 18 % 102,136
 11 % 
 102,136
 24 % (19,135) (19)%
Loss on extinguishment of debt 166
  % 51,750
 5 % 
 51,750
 13 % (51,584) (100)%
Total other expenses 83,167
 18 % 153,886
 16 % 
 153,886
 37 % (70,719) (46)%
                   
Income (loss) before income tax 2,646
 1 % (72,067) (7)% 
 (72,067) (18)% 74,713
 (104)%
                   
Income tax (benefit) provision (9,710) (2)% (20,164) (2)% 
 (20,164) (5)% 10,454
 (52)%
Net income (loss) $12,356
 3 % $(51,903) (5)% 
 $(51,903) (13)% $64,259
 124 %
* Rounding may cause variances.

Table(1) Exclusive of Contents

depreciation and amortization.

Total Revenues

Total revenues increased by $233.9$58.8 million, or 39%14%, to $827.0$469.5 million for the year ended December 31, 2015,2018, as compared to the sameprior year period inas adjusted for the prior year.

net versus gross retrospective impact of ASC 606. This was primarily due to higher Games and FinTech revenues.

Games revenues increased to  $207.0by $36.8 million, or 2,795%  to $214.4 million as a result of a full year of operations related to the acquired Games business in late 2014.

Payments revenues increased by $26.9 million, or 5%17%, to $612.6$259.0 million for the year ended December 31, 2015,2018, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to an increase in both unit sales and average selling prices and an increase in the average daily win per unit on a higher installed base of leased machines.

FinTech revenues increased by $22.0 million, or 12%, to $210.5 million for the year ended December 31, 2018, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to higher transaction volumes from cash access services and increased equipment sales.
Costs and Expenses
Games cost of revenues increased by $13.9 million, or 26%, to $68.0 million for the year ended December 31, 2018, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to the costs associated with the additional unit sales and an increase in costs related to our leased machines as a result of the increase in revenue.
FinTech cost of revenues increased by $6.2 million, or 31%, to $26.4 million for the year ended December 31, 2018, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to the costs associated with the additional equipment sales.
Operating expenses increased by $23.4 million, or 20%, to $142.3 million for the year ended December 31, 2018, as compared to the same period in the prior year. This was primarily due to higher dollarpayroll and transaction volumesrelated expenses, consulting fees, advertising, promotion and sales of compliancetrade show costs and software license fees for both our Games and FinTech segments. Our Games segment also incurred an increase in costs related solutions.

Coststo inventory disposals and Expenses

Games cost of revenues (exclusive of depreciationleased assets impairment charges.

Research and amortization)development increased by $45.3$1.6 million, or 2,582%9%, to $47.0$20.5 million for the year ended December 31, 2015,2018, as compared to the same period in the prior year. This was primarily due to the cost of revenues associated with a full year of operationshigher payroll and related to the acquiredexpenses for our Games business.  

Payments cost of revenues (exclusive of depreciation and amortization)segment.

Depreciation increased by $25.1$13.9 million, or 6%29%, to $463.4$61.2 million for the year ended December 31, 2015,2018, as compared to the prior year.year period. This was primarily duedriven by the increase in the installed base of leased gaming machines and adjustments to variable coststhe remaining useful lives of certain of the gaming fixed assets related to additional revenues from the Payments business.

Operating expenses increasedour Games segment.

Amortization decreased by $5.8$4.3 million, or 6%, to $101.2$65.2 million for the year ended December 31, 2015,2018, as compared to the prior year.year period. This was primarily due to the operating costs from the acquired Games business offset by $14.4 million of legal settlement proceeds.

Research and development costs increased by $18.3 million, or 2,275%,assets being fully amortized related to $19.1 million for the year ended December 31, 2015, as compared to the prior year.  The increase in research and development is associated with the acquired Games business.

Goodwill impairment was $75.0 million for the year ended December 31, 2015. This non-cash charge was a result of our October 1, 2015 annual goodwill assessment and attributable toboth our Games reporting unit.

Depreciation increased by $36.8 million, or 421%, to $45.6 million for the year ended December 31, 2015, as compared to the prior year. This was primarily related to tangible assets from the acquired Games business. In connection with our fourth quarter 2015 annual impairment review, we concluded that certain of our gaming fixed assets either: (a) had economic lives that were no longer supportable and such lives were shortened, which resulted in an accelerated depreciation charge of approximately $2.6 million in the current period; or (b) were fully impaired, which resulted in an accelerated depreciation charge of approximately $1.0 million in the current period.

Amortization increased by $71.3 million, or 502%, to $85.5 million for the year ended December 31, 2015, as compared to the prior year. This was primarily related to the definite-lived intangible assets from the acquired Games business.

FinTech segments.



Primarily as a result of the factors described above, operating income increased by $4.0 million, or 5%, to $85.8 million for the year ended December 31, 2018, as compared to the prior year as adjusted for the net versus gross retrospective impact of ASC 606. The operating income margin decreased from 20% to 18% for the year ended December 31, 2018, as adjusted for the net versus gross retrospective impact of ASC 606.
Interest expense, net of interest income, decreased by $43.5$19.1 million, or 129%19%, to $83.0 million for the year ended December 31, 2018, as compared to the prior year period. This was primarily due to lower interest expense as a result of our debt refinancing transactions in 2017 and an operating lossadditional repricing of our New Term Loan Facilities in 2018, partially offset by an increase in our cash usage fees in connection with our commercial cash arrangements and the impact of the London Interbank Offered Rate (“LIBOR”) increases during the past year.
Loss on extinguishment of debt was $0.2 million for the year ended December 31, 2018 in connection with the repricing transaction completed in May 2018 as compared to $51.8 million for the year ended December 31, 2017, which consisted of $26.3 million make-whole premium related to the satisfaction and redemption of the 2014 Unsecured Notes, approximately $10.9 million for the write-off of related unamortized debt issuance costs and fees in the fourth quarter of 2017 and approximately $14.6 million for the unamortized deferred financing fees and discounts related to our extinguished term loan under the Prior Credit Facility and the redeemed Refinanced Secured Notes in the second quarter of 2017.
Income tax benefit was $9.7 million for the year ended December 31, 2015,2018, as compared to an income tax benefit of $20.2 million in the prior year.year period. The operating (loss) income margin decreased to (1%)tax benefit for the year ended December 31, 2015, as compared2018 reflected an effective income tax rate of negative 367.0%, which was less than the statutory federal rate of 21.0%, primarily due to 6%a decrease in our valuation allowance for deferred tax assets and a research credit. The decrease in our valuation allowance is primarily due to the net operating loss during the year and the interest deduction limitation (deferred tax assets) which can be offset against our indefinite lived deferred tax liabilities. The tax benefit for the prior year.  Excludingyear ended December 31, 2017 reflected an effective income tax rate of 28.0%, which was less than the 2015 goodwill impairment,statutory federal rate of 35.0%, primarily due to a decrease in the 2015 operating margin would have been approximately 8%.

Interest expense,carrying value of our deferred tax liabilities as a result of the enactment of the 2017 Tax Act, offset by an increase in the valuation allowance for deferred tax assets.

Primarily as a result of the foregoing, our net of interest income, increasedloss decreased by $89.5$64.3 million, or 832%124%, to $100.3a net income of $12.4 million for the year ended December 31, 2015,2018, as compared to the prior year. This was associated withyear period.
Year ended December 31, 2017 compared to year ended December 31, 2016:
The following table presents our Results of Operations for the additional indebtedness incurredyear ended December 31, 2017 compared to fund the acquisitionyear ended December 31, 2016 as reported and as adjusted for the retrospective impact of ASC 606 to reflect the Games business.

Lossprior period results on extinguishmenta net basis of debtpresentation (amounts in thousands)*:



  Year Ended 2017 As Adjusted vs
  December 31, 2017 December 31, 2016 2016 As Adjusted
  $    %    $    $    % $    % $ $    % $    %
  As ReportedAdjustmentsAs Adjusted As ReportedAdjustmentsAs Adjusted    
Revenues                        
Games revenues                        
Gaming operations $148,654
 15% $(565) $148,089
 36% $152,514
 18 % 
 $152,514
 40 % $(4,425) (3)%
Gaming equipment and
systems
 70,118
 7% 
 70,118
 17% 56,277
 6 % 
 56,277
 15 % 13,841
 25 %
Gaming other 4,005
 1% 
 4,005
 1% 4,462
 1 % 
 4,462
 1 % (457) (10)%
Games total revenues 222,777
 23% (565) 222,212
 54% 213,253
 25 % 
 213,253
 56 % 8,959
 4 %
                         
FinTech revenues                        
Cash access services 707,222
 73% (563,637) 143,585
 35% 601,874
 70 % (476,380) 125,494
 32 % 18,091
 14 %
Equipment 13,258
 1% 
 13,258
 3% 14,995
 2 % 
 14,995
 4 % (1,737) (12)%
Information services and other 31,691
 3% 
 31,691
 8% 29,334
 3 % 
 29,334
 8 % 2,357
 8 %
FinTech total revenues 752,171
 77% (563,637) 188,534
 46% 646,203
 75 % (476,380) 169,823
 44 % 18,711
 11 %
  
   
               
  
Total revenues 974,948
 100% (564,202) 410,746
 100% 859,456
 100 % (476,380) 383,076
 100 % 27,670
 7 %
                         
Costs and expenses                        
Games cost of revenues(1)
                        
Gaming operations 15,741
 2% (565) 15,176
 4% 15,265
 2 % 
 15,265
 4 % (89) (1)%
Gaming equipment and systems 35,707
 4% 
 35,707
 8% 31,602
 4 % 
 31,602
 8 % 4,105
 13 %
Gaming other 3,247
 % 
 3,247
 1% 3,441
  % 
 3,441
 1 % (194) (6)%
Games total cost of revenues 54,695
 6% (565) 54,130
 13% 50,308
 6 % 
 50,308
 13 % 3,822
 8 %
                         
FinTech cost of revenues(1)
                        
Cash access services 572,880
 59% (563,637) 9,243
 2% 485,061
 57 % (476,380) 8,681
 2 % 562
 6 %
Equipment 7,717
 1% 
 7,717
 2% 9,889
 1 % 
 9,889
 3 % (2,172) (22)%
Information services and other 3,253
 % 
 3,253
 1% 3,756
  % 
 3,756
 1 % (503) (13)%
FinTech total cost of revenues 583,850
 60% (563,637) 20,213
 5% 498,706
 58 % (476,380) 22,326
 6 % (2,113) (9)%
                         
Operating expenses 118,935
 12% 
 118,935
 28% 118,709
 14 % 
 118,709
 31 % 226
  %
Research and development 18,862
 2% 
 18,862
 5% 19,356
 2 % 
 19,356
 5 % (494) (3)%
Goodwill impairment 
 % 
 
 % 146,299
 17 % 
 146,299
 38 % (146,299) (100)%
Depreciation 47,282
 5% 
 47,282
 12% 49,995
 6 % 
 49,995
 13 % (2,713) (5)%
Amortization 69,505
 7% 
 69,505
 17% 94,638
 11 % 
 94,638
 25 % (25,133) (27)%
Total costs and expenses 893,129
 92% (564,202) 328,927
 80% 978,011
 114 % (476,380) 501,631
 131 % (172,704) (34)%
Operating income 81,819
 8% 
 81,819
 20% (118,555) (14)% 
 (118,555) (31)% 200,374
 (169)%
* Rounding may cause variances.
(1) Exclusive of depreciation and amortization.




  Year Ended 2017 As Adjusted vs
  December 31, 2017 December 31, 2016 2016 As Adjusted
     $    %    $    $    % $    % $ $    % $    %
  As ReportedAdjustmentsAs Adjusted As ReportedAdjustmentsAs Adjusted    
Other expenses                        
Interest expense, net of interest income 102,136
 10 % 
 102,136
 25 % 99,228
 12 % 
 99,228
 26 % 2,908
 3 %
Loss on extinguishment of debt 51,750
 6 % 
 51,750
 12 % 
  % 
 
  % 51,750
  %
Total other expenses 153,886
 16 % 
 153,886
 37 % 99,228
 12 % 
 99,228
 26 % 54,658
 55 %
                         
Income (loss) before income tax (72,067) (7)% 
 (72,067) (18)% (217,783) (25)% 
 (217,783) (57)% 145,716
 (67)%
                         
Income tax (benefit) provision (20,164) (2)% 
 (20,164) (5)% 31,696
 4 % 
 31,696
 8 % (51,860) (164)%
Net income (loss) $(51,903) (5)% 
 $(51,903) (13)% $(249,479) (29)% 
 $(249,479) (65)% $197,576
 (79)%
* Rounding may cause variances.
(1) Exclusive of depreciation and amortization.
Total Revenues
Total revenues increased by $10.3$27.7 million, or 379%7%, to $13.1$410.7 million for the year ended December 31, 2015,2017, as compared to the prior year.year period as adjusted for the net versus gross retrospective impact of ASC 606. This was relateddue to the loss on extinguishment on the refinancing of our Senior Secured

increased FinTech and Games revenues.

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Table of Contents

Notes in the current year compared to extinguishment of unamortized deferred loan fees associated with the Prior Credit Facilities that were paid in full in connection with the Merger in the prior year.

Income tax expense decreasedGames revenues increased by $26.3$9.0 million, or 322%4%, to a benefit of $18.1$222.2 million for the year ended December 31, 2015,2017, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to an increase in units sold, partially offset by lower daily win per unit on leased games.

FinTech revenues increased by $18.7 million, or 11%, to $188.5 million for the year ended December 31, 2017, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to higher dollar and transaction volume and fees earned from cash access services, new customer openings, the expansion of our ATM services in Canada, as well as overall growth in the segment.
Costs and Expenses
Games cost of revenues increased by $3.8 million, or 8%, to $54.1 million for the year ended December 31, 2017, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to higher variable costs associated with increased unit sales.
FinTech cost of revenues decreased by $2.1 million, or 9%, to $20.2 million for the year ended December 31, 2017, as compared to the prior year period as adjusted for the net versus gross retrospective impact of ASC 606. This was primarily due to higher costs associated with higher equipment sales in 2016 as compared to 2017.
Operating expenses remained relatively consistent to the prior year. This was primarily due to an increase in payroll and benefit-related expenses offset by the decrease in income from operations before income tax expenseexpenses related to the 2016 Bee Cave Games, Inc. (“Bee Cave”) loan impairment of $143.4approximately $4.3 million excludingthat did not impact our 2017 results for our Games segment; and an increase in payroll and benefits-related expenses and professional services expenses offset by the decrease in expenses related to the 2016 separation costs for our former CEO that did not impact our 2017 results for our FinTech segment.
There was no goodwill impairment for the year ended December 31, 2017, as compared to $146.3 million in the prior year period as a result of our October 1, 2016 annual goodwill assessment attributable to our Games reporting unit.
Research and development costs remained relatively consistent with prior year.
Depreciation decreased by $2.7 million, or 5%, to $47.3 million for the year ended December 31, 2017, as compared to the prior year period. This was primarily due to a decrease in depreciation from certain assets being fully depreciated in both our Games and FinTech segments.


Amortization decreased by $25.1 million, or 27%, to $69.5 million for the year ended December 31, 2017, as compared to the prior year period. This was primarily due to certain acquired intangible assets being fully amortized in the fourth quarter of 2016 for both our Games and FinTech segments.
Primarily as a result of the factors described above, operating income increased by $200.4 million, or 169%, to an operating income of $81.8 million for the year ended December 31, 2017, as compared to the prior year as adjusted for the net versus gross retrospective impact of ASC 606. The operating income margin as adjusted for the net versus gross retrospective impact of ASC 606 increased from negative 31% to a positive 20% for the year ended December 31, 2017.
Interest expense, net of interest income, increased by $2.9 million, or 3%, to $102.1 million for the year ended December 31, 2017, as compared to the prior year period. This was primarily attributable to higher interest recognized as a result of our debt restructuring activities in the fourth quarter of 2017 as well as higher cash usage fees, partially offset by lower interest expense as a result of our debt refinancing in May 2017.
Loss on extinguishment of debt for the year ended December 31, 2017 was $51.8 million, which consisted of a $26.3 million make-whole premium related to the satisfaction and redemption of the 2014 Unsecured Notes, approximately $10.9 million for the write-off of related unamortized debt issuance costs and fees in the fourth quarter of 2017 and approximately $14.6 million for the unamortized deferred financing fees and discounts related to our extinguished term loan under the Prior Credit Facility and the redeemed Refinanced Secured Notes in the second quarter of 2017. There was no loss on extinguishment of debt in the prior year period.
Income tax benefit is provided.was $20.2 million for the year ended December 31, 2017, as compared to an income tax provision of $31.7 million in the prior year period. The provisionincome tax benefit for income taxthe year ended December 31, 2017 reflected an effective income tax rate of 14.7% for the year ended December 31, 2015,28.0%, which was less than the statutory federal rate of 35.0% primarily due to a decrease in the carrying value of our deferred tax liabilities as a result of the enactment of the 2017 Tax Act, offset by an increase in the valuation allowance for deferred tax assets. The income tax provision for the year ended December 31, 2016 reflected a negative effective income tax rate of 14.6%, which was less than the statutory federal rate of 35.0%, primarily due to an increase in our valuation allowance for deferred tax assets and the impairment of goodwill for which no tax benefit iswas provided for book purposes. The provision for income tax reflected an effective income tax rate of 40.2% for the prior year, which was greater than the statutory federal rate of 35.0% primarily due to non-deductible acquisition related costs associated with the Merger and partially offset by the lower tax rate on foreign earnings.

Primarily as a result of the foregoing, net incomeloss decreased by $117.1$197.6 million, or 965%79%, to $105.0$51.9 million for the year ended December 31, 2015,2017, as compared to the prior year.

Year ended December 31, 2014 compared to year ended December 31, 2013

The following table presents our consolidated results of operations (in thousands)*:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

December 31,

 

 

2014

 

2013

 

2014 Vs 2013

 

 

$

 

%

 

$

 

%

 

$ Variance

 

% Variance

 

Revenues

    

 

    

 

  

 

 

    

 

  

 

 

    

 

 

Games

$

7,406

 

1

%  

$

 —

 

 —

%  

$

7,406

 

 —

%

Payments

 

585,647

 

99

%  

 

582,444

 

100

%  

 

3,203

 

1

%

Total revenues

 

593,053

 

100

%  

 

582,444

 

100

%  

 

10,609

 

2

%

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization)

 

440,071

 

74

%  

 

439,794

 

76

%  

 

277

 

 —

 

Operating expenses

 

95,452

 

16

%  

 

76,562

 

13

%  

 

18,890

 

25

%

Research and development

 

804

 

 —

%  

 

 —

 

 —

%  

 

804

 

 —

%

Depreciation

 

8,745

 

1

%  

 

7,350

 

1

%  

 

1,395

 

19

%

Amortization

 

14,199

 

3

%  

 

9,588

 

2

%  

 

4,611

 

48

%

Total costs and expenses

 

559,271

 

94

%  

 

533,294

 

92

%  

 

25,977

 

5

%

Operating income

 

33,782

 

6

%  

 

49,150

 

8

%  

 

(15,368)

 

(31)

%

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

10,756

 

2

%  

 

10,265

 

2

%  

 

491

 

5

%

Loss on extinguishment of debt

 

2,725

 

 —

%  

 

 —

 

 —

%  

 

2,725

 

 —

%

Total other expenses

 

13,481

 

2

%  

 

10,265

 

2

%  

 

3,216

 

31

%

Income from operations before tax

 

20,301

 

4

%  

 

38,885

 

6

%  

 

(18,584)

 

(48)

%

Income tax provision

 

8,161

 

2

%  

 

14,487

 

2

%  

 

(6,326)

 

(44)

%

Net income

$

12,140

 

2

%  

$

24,398

 

4

%  

$

(12,258)

 

(50)

%


*Rounding may cause variances.

Total Revenues

Total revenues increased by $10.6 million, or 2%, to $593.1 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the revenues generated as a result of the Merger as well as, within our Payments segment, higher Cash Advance and Other revenues, partially offset by lower ATM and Check Services revenues.

Payments revenues increased by $3.2 million, or 1%, to $585.6 million for the year ended December 31, 2014, as compared to the prior year. This was due to due to higher international and domestic cash advance revenues; combined with a greater

period.

48


Table of Contents

dollar volume processed per transaction, and as a result of our compliance, audit, and data services offerings, partially offset by lost business and lower transaction volume from ATM cash withdrawals and check services transactions.

Games revenues of $7.4 million were generated as a result of the Merger.

Costs and Expenses

Cost of revenues (exclusive of depreciation and amortization) increased by $0.3 million, to $440.1 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to increased warranty expenses in our check services operations as well as the variable costs related to higher revenues in the Games and Payments segments, offset by a reduction in costs in the ATM cash withdrawal operations due to lost business and lower transaction volume.

Operating expenses increased by $18.9 million, or 25%, to $95.5 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the acquisition-related costs and operating expenses incurred following the consummation of the Merger, an asset impairment charge and increases in non-cash stock compensation expense.

Depreciation increased by $1.4 million, or 19%, to $8.7 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to depreciation expense post-Merger.

Amortization increased by $4.6 million, or 48%, to $14.2 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to other intangible assets associated with the NEWave acquisition and the Merger.

Primarily as a result of the factors described above, operating income decreased by $15.4 million, or 31%, to $33.8 million for the year ended December 31, 2014, as compared to the prior year. Operating margin decreased to 6% for the year ended December 31, 2014 from 8% for the prior year. Exclusive of acquisition-related costs and asset impairment charges, the operating margin for 2014 would have been 8%.

Interest expense, net of interest income, increased by $0.5 million, or 5%, to $10.8 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to a $3.4 million increase in interest charges and amortization of debt issuance costs associated with the Merger; partially offset by a $2.1 million reduction in interest charges due to the lower outstanding debt balance and lower weighted average interest rate on the Prior Credit Facilities in 2014 that were paid in full in connection with the Merger and $0.8 million increase in interest income primarily related to the refund of a goods and services tax due to a favorable ruling from the Canadian Court of Appeals holding that commissions paid to Canadian casinos were not subject to such tax.

Loss on early extinguishment of debt was $2.7 million for the year ended December 31, 2014. This was due to the extinguishment of unamortized deferred loan fees associated with the Prior Credit Facilities that were paid in full in connection with the Merger.

Income tax expense decreased by $6.3 million, or 44%, to $8.2 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the decrease in income from operations before income tax expense of $18.6 million. The provision for income tax reflected an effective income tax rate of 40.2% for the year ended December 31, 2014, which was greater than the statutory federal rate of 35.0% due primarily to non-deductible acquisition related costs associated with the Merger and partially offset by the lower tax rate on foreign earnings. The provision for income tax reflected an effective income tax rate of 37.3% for the prior year, which was greater than the statutory federal rate of 35.0% due in part to state taxes and the non-cash compensation expenses related to stock options.

Primarily as a result of the foregoing, net income decreased by $12.3 million, or 50%, to $12.1 million for the year ended December 31, 2014, as compared to the prior year.

49


Table of Contents

Games Revenues and Participation Units

The following table includes the revenues from our Games segment and the related participation units (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

 

2015

 

 

    

 

    

 

 

    

% of Total Games

 

 

 

Total EGMs

 

Revenue

 

Revenue

 

Games revenues and participation units

 

 

 

 

 

 

 

 

Contractual agreement

 

5,528

 

$

42,230

 

20

%

Participation revenue

 

7,812

 

 

96,777

 

45

%

Sales

 

 —

 

 

51,142

 

24

%

NY Lottery

 

 —

 

 

17,510

 

8

%

Other

 

 —

 

 

6,765

 

3

%

Total

 

13,340

 

$

214,424

 

100

%

As the Merger occurred on December 19, 2014, Games revenue for the year ended December 31, 2014 was not material to our financial statements and there was no Games revenue for the year ended December 31, 2013. No comparative financial information was provided for years ended December 31, 2014 and 2013.

Critical Accounting Policies

The preparation of our financial statements in conformity with Generally Accepted Accounting PrinciplesU.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements.Financial Statements. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the financial condition and results of operations, and which require management to make theits most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Based on this definition, we have identified our critical accounting policies as those addressed below. We also have other key accounting policies that involve the use of estimates, judgments, and assumptions. You should review the notesRefer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” within our consolidated financial statementsFinancial Statements included elsewhere in this Annual Report on Form 10-K for a summary of these policies. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.

Segment Reporting.Goodwill. We apply the provisionshad approximately $640.5 million of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 280, “Segment Reporting”, in accounting for our business segments. This defines operating segments as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. In addition, ACS 280-10-50-34, as well as Rule 3-03(e) of Regulation S-X, requires us to recast financial information from prior years for segments if we change our internal organization in a way that effects the compositions of our reportable segments. Our operating segments were previously organized and managed under five business segments: (a) Cash Advance, (b) ATM, (c) Check Services, (d) Games, and (e) Other. During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. Accordingly, since the first quarter of 2015, we have reported our financial performance, and organized and managed our operations, across the following two business segments: (a) Games, and (b) Payments. Each of these segments is monitored by our management for performance against its internal forecast and is consistent with our internal management reporting. We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance beginning in 2015. This change in segment reporting had no impactgoodwill on our consolidated financial statements

Business Combinations.  We apply the provisions of the ASC 805, Business Combinations in the accounting for acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent

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consideration, where applicable. These estimates are preliminary and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset over its estimated useful life. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill, in the period of identification, if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

Acquisition‑related Costs.  We recognize a liability for acquisition‑related costs when the expense is incurred. Acquisition‑related costs include, but are not limited to: financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with due diligence, valuation and integration; severance; and other related costs and adjustments.

Property, Equipment and Leased Assets.   We have approximately $106.3 million in net property, equipment and leased assets on our Consolidated Balance Sheets at December 31, 2015.  Property, equipment and leased assets are stated at cost, less accumulated depreciation, and computed using the straight-line method over the lesser of the estimated life of the related assets, generally three to five years, or the related lease term.  Player terminals and related components and equipment are included in our rental pool. The rental pool can be further delineated as “rental pool – deployed,” which consists of assets deployed at customer sites under participation arrangements, and “rental pool – undeployed,” which consists of assets held by us that are available for customer use. Rental pool – undeployed consists of both new units awaiting deployment to a customer site and previously deployed units currently back with us to be refurbished awaiting re-deployment.  Routine maintenance of property, equipment and leased gaming equipment is expensed in the period incurred, while major component upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Property, equipment and leased assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated when undiscounted future cash flows do not exceed the asset’s carrying value.

Goodwill.  We had approximately $789.8 million of goodwill on our Consolidated Balance Sheets at December 31, 20152018 resulting from acquisitions of other businesses. All of our goodwill was subject to our annual goodwill impairment testing. We test for impairment annually on a reporting unit basis, asat the beginning of October 1,our fourth fiscal quarter, or more often under certain circumstances. The annual impairment test is completed using either: a qualitative Step 0 assessment based on reviewing relevant events and circumstances; or a quantitative Step 1 assessment using an income approach that discounts future cash flows based on the estimated future results of the reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. If the fair value of a reporting unit is less than its carrying amount, we use the Step 2 assessment to determine the impairment. Our most recent annual assessment was performed as of October 1, 2015, following which it was determined that a portion of our goodwill was impaired related to our Games reporting unit and an impairment charge in the amount of approximately $75.0 million was recorded. The annual evaluation of goodwill and other non‑amortizing intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations. Our reporting units are identified as operating segments or one level below an operating segment. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our chief operating decision makers to ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. As of December 31, 2015,we evaluate our reporting units included: Everi Games, Cash Advance, ATM, Check Services, Kiosk Sales and Service, Central Credit, and Everi Compliance. at least annually.

The annual evaluation of goodwill requires the use of different assumptions, estimates, or judgments in either step of the goodwill impairment testing process, such asas: the methodology, the estimated future cash flows of our reporting units, the discount rate used to discount such cash flows, orand the estimatedmarket multiples of comparable companies. Management performs its annual forecasting process, which, among other factors, includes reviewing recent historical results, company-specific variables, and industry trends. This process is generally completed in the fourth quarter and considered in conjunction with the annual goodwill impairment evaluation. ‎Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations. Our estimates of fair value require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including: estimates of future growth rates, operating margins, and assumptions about the overall economic climate as well as the competitive environment for our reporting units.


There can be no assurance that our estimates and assumptions made for purposes of our goodwill testing as of the reporting units’ tangible and intangible assets and liabilities, could significantly increasetime of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments, or decrease the estimated fair value of a reporting unit or its net assets, and therefore, impact the relatedanticipated growth rates are not correct, we may be required to record goodwill impairment charge, if any. At thecharges in future periods, whether in connection with our next annual impairment test date, the above‑noted

testing, or earlier, if an indicator of an impairment is present prior to our next annual evaluation.

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conclusion that an indication of goodwill impairment existed at the test date would not have changed had the test been conducted assuming: 1) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair values (without any change in the aggregate estimated cash flows of our reporting units), or 2) a 100 basis point decrease in the estimated sales growth rate or terminal period growth rate without a change in the discount rate of each reporting unit.

Property, Equipment, Leased Assets, and Other Intangible Assets.AssetsWe have approximately $382.5$116.3 million in net property, equipment, and leased assets and approximately $287.4 million in net unamortized other intangible assets on our Consolidated Balance Sheets at December 31, 2015.  Other intangible2018. Such assets are stated at cost, less accumulated depreciation or amortization, computed primarily using the straight-line method. Our other intangible assets consist primarily of customer contracts (rights to provide Games and Payments services to gaming establishment customers) acquired through business combinations, capitalized software development costs, trade names, trademarks and the acquisition cost of our patent related to the 3‑in‑1 Rollover technology acquired in 2005, which expires in 2018. Customer contracts require us to make renewal assumptions, which impactmethod over the estimated useful lives of such assets. Capitalized software development costs require us to make certain judgments as toWe apply judgment in the stagesdetermination of development and costs eligible for capitalization. Capitalized software costs placed in service are amortized over theirthe useful lives, which are generally not to exceed five years. We reviewbased on the nature of the assets and the underlying contractual obligations for certain assets.

Property, equipment, leased assets, and other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or market price of the asset, a significant adverse change in legal factors or business climate that could affect the value of an asset, or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the lowest level for which identifiableImpairment is indicated when undiscounted future cash flows are largely independentdo not exceed the carrying value of the cash flows of other assets and liabilities. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to future, net cash flows expected to be generated by the asset, undiscounted and without interest. If such assets are considered to be impaired, theasset. Any impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Determination of the amount and timing of future cash flows requires significant estimates and assumptions. If actual results differ from such estimates and assumptions, this may have a material impact on our conclusions.

Income Taxes.We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. We account forDue to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries; however, we could be subject to foreign withholding tax and U.S. state income taxestaxes. The 2017 Tax Act also subjects our foreign subsidiary earnings to the GILTI tax provisions. Some items of income and expense are not reported in tax returns and our Financial Statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes.
Our income tax returns are subject to examination by various tax authorities and while we believe that the positions taken in our tax returns are in accordance with accounting guidance whereby deferredthe applicable laws, they may be challenged by the tax assets and liabilities are recognized for the expected futureauthorities, which may occur several years after such tax consequences of events thatreturns have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based upon differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled.filed. We also follow accounting guidance to account for uncertainty in income taxes as recognized in our consolidated financial statements. The effect on the income tax provision and deferred tax assets and liabilities for a change in rates is recognized in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income in the period that includes the enactment date. We believe thatpositions by evaluating whether it is more likely than not that wethe position will be ablesustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized in our Financial Statements is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities.
We recognize deferred tax assets, which generally represent tax benefits related to utilizetax deductions or credits available in future tax returns, and apply a valuation allowance to reduce our deferred tax assets. Therefore, we haveassets to the amounts that are more likely than not provided materialto be realized. The assessment of the valuation allowances against our recordedallowance involves significant estimates regarding future taxable income and when it is recognized, the amount and timing of taxable differences, the reversal of temporary differences and the implementation of tax-planning strategies. A valuation allowance is established based on the weight of available evidence, including both positive and negative indicators, if it is more likely than not that a portion, or all, of the deferred tax assets will not be realized. In addition, we rely on deferred tax liabilities in our assessment of the realizability of deferred tax assets if the temporary differences are anticipated to reverse in the same period and jurisdiction and the deferred tax liabilities are of the same character as the temporary differences giving rise to the deferred tax assets.

Revenue Recognition.We recognize revenue when evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. We evaluate our revenue streams for proper timing of revenue recognition. Revenue is recognized as products are delivered and or services are performed.

Games Revenues

Games revenues are primarily generated by our gaming operations under development, placement, and participation arrangements in which we provide our customers with player terminals, player terminal‑content licenses and back‑ office equipment, collectively referred to herein as leased gaming equipment. Under these arrangements, we retain ownership of the leased gaming equipment installed at customer facilities, and we receive revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. Revenue from lease participation or daily fee arrangements are considered both realizable and earned at the end of each gaming day.

Games revenues generated by player terminals deployed at sites under development or placement fee agreements is reduced by the accretion of contract rights acquired as part of those agreements. Contract rights are amounts allocated to intangible assets for dedicated floor space resulting from such agreements, described under “Development and Placement Fee

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Agreements.” The related amortization expense, or accretion of contract rights, is netted against our respective revenue category in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

We also generate games revenues from back‑office fees with certain customers. Back‑office fees cover the service and maintenance costs for back‑office servers installed in each gaming facility to run our gaming equipment, as well as the cost of related software updates. Back‑office fees are considered both realizable and earned at the end of each gaming day.

Payments Revenues

Cash advance revenues are comprised of transaction fees assessed to gaming patrons in connection with credit card cash access and POS debit card transactions and are recognized at the time the transactions are authorized. Such fees are based on a combination of a fixed amount plus a percentage of the face amount of the credit card cash access or POS debit card transaction amount.

ATM revenues are comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are authorized and reverse interchange fees paid to us by the patrons’ issuing banks. Cardholder surcharges are recognized as revenue when a transaction is initiated and reverse interchange is recognized as revenue on a monthly basis based on the total transactions occurring during the month. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount.

Check services revenues are principally comprised of check warranty revenues and are generally based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming establishments.

Other revenues include amounts derived from the sale of cash access devices, such as the provision of certain professional services, software licensing, and certain other ancillary fees associated with the sale, installation and maintenance of those devices. In addition, other revenues consist of Central Credit revenues that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. Also included in other revenues are revenues generated from ancillary marketing, database and Internet gaming activities.

Equipment and Systems Revenues

We sell gaming equipment, fully integrated kiosks and gaming systems directly to our customers under independent sales contracts through normal credit terms, or may grant extended credit terms under contracts secured by the related equipment.

For sales arrangements with multiple deliverables, we apply the guidance from ASC 605-25, “Revenue Recognition - Multiple-Element Arrangements.” In addition, we apply the guidance from ASC 985-605, “Software – Revenue Recognition” which affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole and clarifies what guidance should be used in allocating and measuring revenue.

The majority of our multiple element sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.

Revenue related to systems arrangements that contain both software and non‑software deliverables requires allocation of the arrangement fee to the separate deliverables using the relative selling price method. Revenue for software deliverables is recognized under software revenue recognition guidance. Revenue resulting from the sale of non‑software deliverables, such as gaming devices and other hardware, are accounted for based on other applicable revenue recognition guidance as the devices are tangible products containing both software and non‑software components that function together to deliver the product’s essential functionality.

In allocating the arrangement fees to separate deliverables, we evaluate whether we have vendor‑specific objective evidence (“VSOE”) of selling price, third party evidence (“TPE”) or estimate of selling price (“ESP”) for gaming devices, maintenance and product support fees and other revenue sources. We generally use ESP to determine the selling price used

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in the allocation of separate deliverables, as VSOE and TPE are generally not available. We determine the ESP on separate deliverables by estimating a margin typically received on such items and applying that margin to the product cost incurred.

Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and occasionally signage, some of which may be necessary for the full functionality of the player terminals in a casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the player terminal and ancillary equipment is not recognized until all elements essential for the functionality of the product have been shipped or delivered. This includes game theme software and essential ancillary equipment. If elements that are not essential to the functionality of the player terminals are shipped after the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped or delivered.

Stock‑Based Compensation.  Stock‑based compensation expense for all awards is based on the grant date fair value estimated. We estimate the weighted‑ average fair value of options granted for our time‑based and cliff vesting time‑based options using the Black‑Scholes Option Pricing Model. We estimate the weighted‑average fair value of options granted for our market‑based options using a lattice‑based option valuation model. Each model is based on assumptions regarding expected volatility, dividend yield, risk‑free interest rates, the expected term of the option and the expected forfeiture rate. Each of these assumptions, while reasonable, requires a certain degree of judgment and the fair value estimates could vary if the actual results are materially different than those initially applied.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

In November 2015, the FASB issued Accounting Standards Update (“ASU”)  2015-17 Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and deferred tax liabilities be classified as noncurrent in the balance sheet. ASU No. 2015-17 is effective for the interim and annual periods beginning after December 15, 2016. Early adoption is permitted. During the fourth quarter of 2015, we elected to prospectively adopt this standard. The prior reporting period was not retrospectively adjusted. The adoption of this guidance had no impact on our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

In September 2015, the FASB issued ASU No. 2015-16, which provides guidance on business combinations. The ASU requires an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We implemented this guidance during the current period as it impacted the final purchase price allocation adjustments associated with our acquisition of Multimedia Games Holdings Inc.

Recent Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, which provides guidance on the accounting treatment of leases.  The ASU establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to the Consolidated Financial Statements.

In July 2015, the FASB issued ASU No. 2015-11, which provides guidance on the measurement of inventory value.  The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable

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value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The pronouncement is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to the Consolidated Financial Statements.

In April 2015, the FASB issued ASU No. 2015-03, which provides guidance to simplify the presentation of debt issuance costs.  These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The pronouncement is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years, and early adoption is permitted for financial statements that have not been previously issued. This guidance was further clarified in ASU No. 2015-15 which addressed the treatment of debt issuance costs related to line-of credit arrangements. It noted that as ASU No. 2015-03 did not provide guidance on debt issuance costs related to line-of credit arrangements, the SEC would not object to an entity deferring and presenting these specific debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We expect to adopt the guidance in ASU No. 2015-03 and 2015-15 to reclassify all debt issuance costs not associated with line-of-credit arrangements from other assets, non-current to contra-liabilities to long-term debt on our Consolidated Balance Sheets and related notes for the year ending December 31, 2016.  

In January 2015, the FASB issued ASU No. 2015-01, which eliminates the requirement that an entity separately classify, present and disclose extraordinary events and transactions. The pronouncement is effective for annual periods ending after December 15, 2015. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We expect to implement this guidance for the year ended December 31, 2016 and do not anticipate the ASU to have a material impact on our results of operations or financial condition.

In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to the Consolidated Financial Statements.

In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We expect to implement this guidance for the year ended December 31, 2016 and do not anticipate the ASU to have a material impact on our results of operations or financial condition.

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In May 2014, the FASB issued ASU No. 2014-09, which created ASC Topic 606, “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”. The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer oftransferring control of promised goods or services to our customers in an amount that reflects the consideration we expect to which an entity expects to be entitledreceive in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising fromWe enter into contracts with customers as well as other information aboutthat include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract.

The guidance in ASC 606 requires that we disclose significant judgments and estimates used in recognizing revenues fromdetermination of our revenue recognition policy disclosed in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies – Recent Accounting Guidance – Recent Accounting Guidance Not Yet Adopted,” including those related to determination of performance obligations, the timing of satisfaction of such performance obligations, and the stand-alone selling price of each identified performance obligation. The critical judgments that we are required to make in our assessment of contracts with customers. This guidance was originally effective for interimcustomers and annual reporting periods beginning after December 15, 2016; however, in August 2015,which may have a material impact on the FASB issued ASU No. 2015-14, which extended the effective date to interim and annual periods beginning after December 15, 2017. Early application is permitted only asamount or timing of annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect isrevenue recognized at the dateinclude:


Determination of initial application.stand-alone selling price (“SSP”) - We are currently evaluatingrequired to make a significant judgment as to whether there is a sufficient quantity of items sold or renewed on a stand-alone basis and those prices demonstrate an appropriate level of concentration to conclude that a SSP exists. The SSP of our goods and services are generally determined based on observable prices, an adjusted market assessment approach, or an expected cost plus margin approach. We utilize a residual approach only when the impactSSP for performance obligations with observable prices have been established and the remaining performance obligation in the contract with a customer does not have an observable price as it is uncertain or highly variable and, therefore, is not discernible.
Contract combinations with multiple promised goods or services - Our contracts may include various performance obligations for promises to transfer multiple goods and services to a customer, especially since our Games and FinTech businesses may enter into multiple agreements with the same customer that meet the criteria to be combined for accounting purposes under ASC 606. For such arrangements, we use our judgment to analyze the nature of adopting thisthe promises made and determine whether each is distinct or should be combined with other promises in the contract based on the level of integration and interdependency between the individual deliverables.
Recent Accounting Guidance
For a description of our recently adopted accounting guidance onand recent accounting guidance not yet adopted, see “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Recent Accounting Guidance” within our Consolidated Financial Statements and disclosures included within our Notes to the Consolidated Financial Statement.

elsewhere in this Annual Report on Form 10-K.

Liquidity and Capital Resources

Overview

The following table presents selected information about our financial position (in thousands):

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

 

2015

 

2014

 

Balance sheet data

    

 

    

    

 

    

 

Total assets

 

$

1,574,065

 

$

1,707,285

 

Total borrowings

 

 

1,163,579

 

 

1,188,787

 

Stockholders’ equity

 

 

137,420

 

 

231,473

 

 

 

 

 

 

 

 

 

Net available cash*

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

102,030

 

 

89,095

 

Add: Settlement receivables

 

 

44,933

 

 

43,288

 

Less: Settlement liabilities

 

 

(139,819)

 

 

(119,157)

 

Total net available cash

 

$

7,144

 

$

13,226

 

  At December 31,
  2018 2017
Balance sheet data  
  
Total assets $1,548,261
 $1,537,074
Total borrowings 1,163,216
 1,167,843
Total stockholders’ deficit (108,895) (140,633)
Cash available  
  
Cash and cash equivalents $297,532
 $128,586
Settlement receivables 82,359
 227,403
Settlement liabilities (334,198) (317,744)
Net cash position(1)
 45,693

38,245
Undrawn revolving credit facility 35,000
 35,000
Net cash available(1)
 $80,693

$73,245


*Non‑GAAP measure

(1)Non‑GAAP measure. In order to enhance investor understanding of our cash balance, we are providing in this Annual Report on Form 10-K net cash position and net cash available, which are not measures of our financial performance or position under GAAP. Accordingly, these measures should not be considered in isolation or as a substitute for, and should be read in conjunction with, our cash and cash equivalents prepared in accordance with GAAP. We define (i) net cash position as cash and cash equivalents plus settlement receivables less settlement liabilities and (ii) net cash available as net cash position plus undrawn amounts available under our New Revolving Credit Facility (defined herein). We present net cash position because our cash position, as measured by cash and cash equivalents, depends upon changes in settlement receivables and the timing of payments related to settlement liabilities. As such, our cash and cash equivalents can change substantially based upon the timing of our receipt of payments for settlement receivables and payments we make to customers for our settlement liabilities. We present net cash available as management monitors this amount in connection with its forecasting of cash flows and future cash requirements, both on short term and long term basis.



Cash Resources

Our cash balance, cash flows and Credit Facilitiesline of credit are expected to be sufficient to meet our recurring operating commitments and to fund our planned capital expenditures for the foreseeable future. Cash and cash equivalents at December 31, 20152018 included cash in non‑U.S. jurisdictions of approximately $11.1$21.8 million. Generally, these funds are available for operating and investment purposes within the jurisdiction in which they reside, but areand as a result of the 2017 Tax Act, enacted on December 22, 2017, we will not be subject to additional taxation in the U.S. upon repatriation.

We provide cash settlement services to our customers. These services involve the movement ofif we repatriate foreign funds between the various parties associated with cash access transactions. These activities result in a balance due to us at the end of each business day that we recoup over the next few business days and classify as settlement receivables. These activities also result in a balance due to our customers at the end of each business day that we remit over the next few business days and classify as settlement liabilities. As of December 31, 2015, we had $44.9 million in settlement receivables for which we received payment in January 2016. As of December 31, 2015, we had $139.8 million in settlement liabilities due to our customers for these settlement services that were paid in January 2016. As the timing of cash received from settlement receivables

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and payment of settlement liabilities may differ, the total amount of cash held by us will fluctuate throughout the year. As of December 31, 2015 and 2014, the net cash available after considering settlement amounts was $7.1 million and $13.2 million, respectively.

Cash Flows

The following table summarizes our cash flows for the years ended December 31, 2015, 2014 and 2013 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

Increase/(Decrease)

 

 

 

2015

 

2014

 

2013

 

2015 Vs 2014

 

2014 Vs 2013

 

Cash flow activities

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

 

Net cash provided by operating activities

 

$

124,587

 

$

24,531

 

$

4,334

 

$

100,056

 

$

20,197

 

Net cash used in investing activities

 

 

(85,549)

 

 

(1,085,847)

 

 

(13,990)

 

 

1,000,298

 

 

(1,071,857)

 

Net cash (used in)/provided by financing activities

 

 

(24,551)

 

 

1,037,423

 

 

(29,183)

 

 

(1,061,974)

 

 

1,066,606

 

Effect of exchange rates on cash

 

 

(1,552)

 

 

(1,266)

 

 

73

 

 

(286)

 

 

(1,339)

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) for the period

 

 

12,935

 

 

(25,159)

 

 

(38,766)

 

 

38,094

 

 

13,607

 

Balance, beginning of the period

 

 

89,095

 

 

114,254

 

 

153,020

 

 

(25,159)

 

 

(38,766)

 

Balance, end of the period

 

$

102,030

 

$

89,095

 

$

114,254

 

$

12,935

 

$

(25,159)

 

Cash flows provided by operating activities were $124.6 million, $24.5 million, and $4.3 million, for the years ended December 31, 2015, 2014 and 2013, respectively. Cash flows provided by operating activities increased by $100.1 million for the year ended December 31, 2015 as compared to the prior year. This was primarily due to increased operations from the acquisition of our Games segment in December 2014. Cash flows provided by operating activities increased by $20.2 millionUnited States, except for the year ended December 31, 2014 as compared to the prior year. This was primarily due to an increase in non-cash adjustments and the timing of our settlement receivables and settlement liabilities based on the number of business days outstanding prior to the settlement of our cash access transactions at the end of each period for the year ended December 31, 2014 as compared to the prior year, partially offset by a decrease in net income

Cash flows used in investing activities were $85.5 million, $1.1 billion, and $14.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Cash flows used in investing activities decreased by $1.0 billion for the year ended December 31, 2015 as compared to the prior year. This was primarily due to the use of proceeds raised to fund the Merger in 2014, partially offset by an increase in capital expenditures in 2015. Cash flows used in investing activities increased by $1.1 billion for the year ended December 31, 2014 as compared to the prior year. This was primarily due to the use of proceeds raised to fund the Merger.

Cash flows used in financing activities were $24.6 million and $29.2 million for the years ended December 31, 2015 and 2013, respectively. Cash flows provided by financing activities were $1.0 billion for the year ended December 31, 2014. Cash flows used in financing activities increased by $1.1 billion for the year ended December 31, 2015 as compared to the prior year. This was primarily due to the Company not acquiring additional funds from debt issuances in 2015 as well as reductions in debt issuance costs incurred and treasury stock acquired for the year ended December 31, 2015. Cash flows provided by financing activities increased by $1.1 billion for the year ended December 31, 2014 as compared to the prior year. This was primarily due to the proceeds raised to fund the Merger offset by repayments on debt on the Prior Credit Facilities, debt issuance costs and purchase of treasury stock.

potential withholding tax.

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Long‑Term Debt

The following table summarizes our indebtedness at December 31, 2015 (in thousands):

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

 

2015

 

2014

 

Long-term debt

    

 

    

    

 

    

 

Senior secured term loan

 

$

490,000

 

$

500,000

 

Senior secured notes

 

 

335,000

 

 

350,000

 

Senior unsecured notes

 

 

350,000

 

 

350,000

 

Total debt

 

 

1,175,000

 

 

1,200,000

 

Less: debt issuance costs and warrant discount

 

 

(11,421)

 

 

(11,213)

 

Total debt after discount

 

 

1,163,579

 

 

1,188,787

 

Less: current portion of long-term debt

 

 

(10,000)

 

 

(10,000)

 

Long-term debt, less current portion

 

$

1,153,579

 

$

1,178,787

 

In connection with the Merger, we refinanced all of our indebtedness outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.

Credit Facilities

In December 2014, Everi Payments, as borrower, and Holdings entered into a credit agreement among Everi Payments, Holdings, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities, Inc. as joint lead arrangers and joint book managers, which governs the Credit Facilities (the “Credit Agreement”). The Credit Facilities consist of the $500.0 million Term Loan that matures in 2020 and the $50.0 million Revolving Credit Facility that matures in 2019.  The fees associated with the Credit Facilities included discounts of approximately $7.5 million and debt issuance costs of approximately $13.9 million. All borrowings under the Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default and compliance with representations and warranties.

We are required to repay the Term Loan in an amount equal to 0.50% per quarter of the initial aggregate principal with the final principal repayment installment on the maturity date. Interest is due in arrears each March, June, September and December and at the maturity date; however, interest may be remitted within one to three months of such dates.

The Term Loan had an applicable interest rate of 6.25% as of December 31, 2015 and December 31, 2014. 

The interest rate per annum applicable to the Revolving Credit Facility is, at our option, the base rate or London Interbank Offered Rate (“LIBOR”) plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan is also, at our option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our consolidated secured leverage ratio.

Voluntary prepayments of the Term Loan and the Revolving Credit Facility and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the Credit Agreement, with prior notice but without premium or penalty.  

Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of Everi Payments, Holdings and the subsidiary guarantors (the “Collateral”) including: (a) a

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perfected first priority pledge of all the capital stock of Everi Payments and each domestic direct, wholly owned material restricted subsidiary held by Holdings, Everi Payments or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, Everi Payments, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Everi Games and its material domestic subsidiaries.

The Credit Agreement contains certain covenants that, among other things, limit Holdings’ ability, and the ability of certain of its subsidiaries, to incur additional indebtedness; sell assets or consolidate or merge with or into other companies; pay dividends or repurchase or redeem capital stock; make certain investments; issue capital stock of subsidiaries; incur liens; prepay, redeem or repurchase subordinated debt; and enter into certain types of transactions with our affiliates. The Credit Agreement also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio as well as an annual excess cash flow requirement.

Events of default under the Credit Agreement include customary events such as a cross-default provision with respect to other material debt (which includes the Refinanced Secured Notes and the Unsecured Notes).  In addition, an event of default will occur if Holdings undergoes a change of control. This is defined to include the case where Holdings ceases to own 100% of the equity interests of Everi Payments, or where any person or group acquires a percentage of the economic or voting interests of Holdings’ capital stock of 35% or more (determined on a fully diluted basis), or where a majority of the board of directors of Everi Payments ceases to consist of persons who are directors of Holdings on the closing date of the Credit Facilities or other directors whose nomination for election to the board of directors of Holdings was recommended by a majority of the then continuing directors.

At December 31, 2015, we had approximately $490.0 million of borrowings outstanding under the Term Loan and $50.0 million of additional borrowing availability under the Revolving Credit Facility, based upon borrowing base calculations as of such date.  We were in compliance with the terms of the Credit Facilities as of December 31, 2015.

We expect that our cash provided by operating activities will be sufficient for our operating and debt servicing needs during the next 12 months.foreseeable future. If not, we have sufficient borrowings available under our New Credit Facilities to meet additional funding requirements. We monitor the financial strength of our lenders on an ongoing basis using publicly-available information. Based upon that information, we believe there is not a likelihood that any of our lenders might not be able to honor their commitments under the Credit Agreement.

Senior Secured Notes and Refinance

We provide cash settlement services to gaming establishments related to our cash access services, which involve the movement of Senior Secured Notes

Infunds between various parties involved in these types of transactions. We receive reimbursement from the patron’s credit or debit card issuing financial institution for the amount owed to the gaming establishment plus the fee charged to the patron. These activities result in amounts due to us at the end of each business day that we generally recover over the next few business days, which are classified as settlement receivables on our Balance Sheets. As of December 2014,31, 2018, we issued $350.0had $82.4 million in aggregate principalsettlement receivables. In addition, cash settlement services result in amounts due to gaming establishments for the cash disbursed to patrons through the issuance of a negotiable instrument or through electronic settlement for the face amount provided to patrons that we generally remit over the next few business days, which are classified as settlement liabilities on our Balance Sheets. As of December 31, 2018, we had $334.2 million in settlement liabilities. As the timing of cash received from cash settlement services may differ, the total amount of 7.75% Secured Notes due 2021. cash held by us will fluctuate throughout the year.

Our cash and cash equivalents were $297.5 million and $128.6 million as of December 31, 2018 and December 31, 2017, respectively. Our net cash position after considering the impact of settlement receivables and settlement liabilities was $45.7 million and $38.2 million as of December 31, 2018 and December 31, 2017, respectively. Our net cash available after considering the net cash position and undrawn amounts available under our New Revolving Credit Facility was approximately $80.7 million and $73.2 million as of December 31, 2018 and December 31, 2017, respectively.
Cash Flows
The feesfollowing table summarizes our cash flows for the years ended December 31, 2018, 2017 and 2016 (in thousands): 
  Year Ended December 31, Increase/(Decrease)
  2018 2017 2016 2018 vs 2017 2017 vs 2016
Cash flow activities          
Net cash provided by operating activities $294,286
 $96,259
 $131,899
 $198,027
 $(35,640)
Net cash used in investing activities (123,350) (109,780) (88,148) (13,570) (21,632)
Net cash provided by (used in) financing activities 11
 22,394
 (24,922) (22,383) 47,316
Effect of exchange rates on cash (1,370) 1,292
 (1,714) (2,662) 3,006
Cash and cash equivalents          
Net increase for the period 169,577
 10,165
 17,115
 159,412
 (6,950)
Balance, beginning of the period 129,604
 119,439
 102,324
 10,165
 17,115
Balance, end of the period $299,181

$129,604

$119,439

$169,577

$10,165
Cash flows provided by operating activities were $294.3 million, $96.3 million, and $131.9 million for the years ended December 31, 2018, 2017, and 2016, respectively. Cash flows provided by operating activities increased by $198.0 million for the year ended December 31, 2018, as compared to the prior year period, primarily attributable to the changes in working capital associated with cash settlement services from our FinTech segment, and the Secured Notes included debt issuance costs of approximately $13.6 million. The Secured Notes were acquiredreduction in cash paid for interest. Cash flows provided by operating activities decreased by $35.6 million for the initial purchasers pursuantyear ended December 31, 2017, as compared to the terms of a purchase agreement. Underprior year period. This was primarily attributable to the terms ofchanges in working capital associated with settlement receivables and settlement liabilities from our FinTech segment.
Cash flows used in investing activities were $123.4 million, $109.8 million, and $88.1 million for the purchase agreement, during a oneyears ended December 31, 2018, 2017, and 2016, respectively. Cash flows used in investing activities increased by $13.6 million for the year ended December


31, 2018, as compared to the prior year period, followingprimarily attributable to an increase in capital expenditures, and higher placement fee arrangements in our Games segment. Cash flows used in investing activities increased by $21.6 million for the closingyear ended December 31, 2017, as compared to the prior year period. This was primarily attributable to an increase in capital expenditures, higher placement fee arrangements in our Games segment, and upon prior notice fromdecreased sales of fixed assets.
Cash flows provided by financing activities were $11,000 and $22.4 million for the initial purchasers,year ended December 31, 2018 and 2017, respectively, compared to $24.9 million of cash flows used in financing activities for the Company was required to use commercially reasonable efforts to aid the purchasersyear ended December 31, 2016. Cash flows provided by financing activities decreased by $22.4 million in the resale of the Secured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows,year ended December 31, 2018, as compared to the extent required therein. Alternatively, we had the abilityprior year period, primarily attributable to redeem the Secured Notes from the initial purchasers without penalty. On April 15, 2015, the Company entered into the Note Purchase Agreement, among Everi Payments, the Purchaser, and the Collateral Agent, and issued $335.0less debt restructuring activities completed in 2018. Cash flows provided by financing activities increased by $47.3 million in aggregate principal amount of the 7.25% Refinanced Secured Notes due 2021year ended December 31, 2017, as compared to the Purchaserprior period. This was primarily attributable to our debt restructuring activities completed in a private offering. With the2017 and an increase in proceeds from the issuanceexercise of stock options.
We have not declared or paid any cash dividends on our capital stock as we intend to retain our earnings and utilize them for the Refinanced Secured Notes, we redeemed,repayment of outstanding debt and to finance the growth and development of our business. Any future change in full,our dividend policy will be made at the Company’s then outstanding Secured Notes fromdiscretion of our Board of Directors, and will depend on our contractual restrictions, results of operations, earnings, capital requirements, and other factors considered relevant by our Board of Directors. In addition, the initial purchasers in accordance with the terms ofNew Credit Facilities and the indenture governing the Secured Notes. In connection with the issuance of the Refinanced Secured Notes during the second quarter of 2015, we expensed $13.0 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the redeemed Senior Secured Notes that were outstanding prior to the refinance transaction.

In connection with the issuance of the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement, the Company issued the Warrant to the Purchaser. The Warrant expires on the sixth anniversary of the date of

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issuance. The number of shares issuable pursuant to the Warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events. The Warrant was valued at $2.2 million using a modified Black-Scholes model and was accounted for as a debt discount.

Interest is due quarterly in arrears each January, April, July and October.

We were in compliance with the terms of the Refinanced Secured Notes as of December 31, 2015.

Senior Unsecured Notes

In December 2014, we issued $350.0 million in aggregate principal amount of 10.0%2017 Unsecured Notes due 2022. The fees associated with the Unsecured Notes included original issue discounts of approximately $3.8 millionlimit our ability to declare and pay cash dividends.

Long‑Term Debt
For additional information regarding our credit agreement and other debt issuance costs of approximately $14.0 million.

Interest is due semi-annuallyas well as interest rate risk see “Contractual Obligations” in arrears each Januarythis Item 7 below, Part II, Item 7A “Quantitative and July.

The Unsecured Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement. Under the terms of the purchase agreement, during a one-year period following the closingQualitative Disclosures About Market Risk,” and upon prior notice from the initial purchasers, the Company was required to use commercially reasonable efforts to aid the purchasers in the resale of the Unsecured Notes, including by preparing an updated offering memorandumItem 8. Financial Statements and participating in reasonable marketing efforts including road shows, to the extent required therein. The Unsecured Notes were resold by the initial purchasers to third parties in the second quarter of 2015.

In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the initial holders of the Unsecured Notes, to file with the SEC, and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes with terms identical to the Unsecured Notes. On October 23, 2015, we filed a registration statement on Form S-4 with the SEC in accordance with the registration rights agreement outlining our offer to exchange the Unsecured Notes for identical notes without transfer restrictions. The registration statement was declared effective on November 3, 2015, and the exchange offer for the Unsecured Notes was completed on December 4, 2015 with 100% percent participation.

We were in compliance with the terms of the Unsecured Notes as of December 31, 2015.

Supplementary Data “Note 12 — Long-Term Debt.”

Contractual Obligations

The following summarizes our contractual cash obligations as of December 31, 2015 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

 

 

Total

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

Contractual obligations

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Debt obligations(1)

 

$

1,175,000

 

$

10,000

 

$

10,000

 

$

10,000

 

$

10,000

 

$

450,000

 

$

685,000

 

Estimated interest obligations(2)

 

 

484,675

 

 

90,184

 

 

89,465

 

 

88,831

 

 

88,198

 

 

86,643

 

 

41,354

 

Operating lease obligations

 

 

26,534

 

 

4,410

 

 

4,171

 

 

4,064

 

 

4,064

 

 

3,925

 

 

5,900

 

Purchase obligations(3)

 

 

56,457

 

 

45,364

 

 

4,782

 

 

6,311

 

 

 —

 

 

 —

 

 

 —

 

Total contractual obligations

 

$

1,742,666

 

$

149,958

 

$

108,418

 

$

109,206

 

$

102,262

 

$

540,568

 

$

732,254

 


  At December 31,
  Total 2019 2020 2021 2022 2023 Thereafter
Contractual obligations              
Debt obligations(1)
 $1,182,700
 $8,200
 $8,200
 $8,200
 $8,200
 $8,200
 $1,141,700
Estimated interest obligations(2)
 435,709
 73,566
 73,186
 72,769
 72,189
 71,730
 72,269
Operating lease obligations(3)
 19,721
 5,570
 5,680
 4,598
 2,799
 1,074
 
Purchase obligations(4)
 66,463
 56,233
 7,887
 1,835
 508
 
 
Total contractual obligations $1,704,593

$143,569

$94,953
 $87,402
 $83,696
 $81,004
 $1,213,969

(1)

We are required to make principal payments of 2% annually under0.25% per quarter of the Term Loansinitial aggregate principal, with the final principal repayment installment on the maturity date and may also be required to make an excess cash flow payment that is based on full year end earnings and our consolidated secured leverage ratio in effect at that time. The above table does not reflect any amountsfuture payments related to excess cash flow payments.

(2)

Estimated interest payments were computed using the interest rate in effect at December 31, 20152018 multiplied by the principal balance outstanding after scheduled principal amortization payments. For the Credit Facilities,our debt obligations, the weighted average rate assumed was approximately 7.70%6.16% until 20212024, when the weighted average rate would increase to approximately 9.51%.

7.50% until the remaining debt is fully satisfied in 2025.

(3)

Our operating lease obligations primarily consist of real estate arrangements we enter into with third parties. See Note 13 for additional information regarding our operating leases.

Included in

(4)Our purchase obligations areprimarily consist of open purchase orders and placement fee agreements related to our Games business as well as minimum transaction processing services from various third‑party processors used by us as well as open gaming purchase orders.

our FinTech business.

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Deferred Tax Asset

The Company recognized a deferred tax asset upon its conversion from a limited liability company to a corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members of the limited liability company. The principal component of the deferred tax asset is a difference between our assets for financial accounting purposes and tax purposes. This difference results from a significant balance of acquired goodwill of approximately $687.4 million that was generated as part of the conversion to a corporation plus approximately $97.6 million in preexisting goodwill carried over from periods prior to the conversion. Both of these assets are recorded for tax purposes but not for accounting purposes. This asset is amortized over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 37.2%, this results in tax payments being approximately $19.5 million less than the annual provision for income taxes shown on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for financial accounting purposes, or the amount of the annual provision, if less. There is an expected aggregate of $64.9 million in cash savings over the remaining life of the portion of the deferred tax asset related to the conversion. This deferred tax asset may be subject to certain limitations. We believe that it is more likely than not that it will be able to utilize the deferred tax asset. However, the utilization of this tax asset is subject to many factors including our earnings, a change of control of the Company and future earnings. 

Other Liquidity Needs and Resources

We need cash to support our foreign operations. For someAs a result of the 2017 Tax Act, enacted December 22, 2017, we will not be subject to additional taxation if we repatriate foreign funds to the United States, except for potential withholding tax. Depending on the


jurisdiction and the treaty between different foreign jurisdictions such as the United Kingdom, applicable law and cross‑border treaties allow us to transfer funds between our domestic and foreign operations efficiently. For other foreign jurisdictions, we must rely on the cash generated by our operations in those foreign jurisdictions, and the cost of repatriation is prohibitive. For example, Global Cash Access (Canada), Inc. (“GCA Canada”), the subsidiary through which we operate in Canada, generates cash that is sufficient to support its operations.withholding tax rates can vary significantly. If we expand our Payments business into new foreign jurisdictions, we mustwill rely on treaty‑favored cross‑border transfers of funds, the cash generated by our operations in those foreign jurisdictions, or alternate sources of working capital.

Off‑Balance Sheet Arrangements

Our Contract Cash Solutions Agreement

We have commercial arrangements with Wells Fargo Bank, N.A. (“Wells Fargo”) allows us to use funds owned by Wells Fargothird party vendors to provide the currency neededcash for normal operating requirements forcertain of our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on either the average daily balance of funds utilized multiplied by a contractually defined cash usage rate or the amounts supplied multiplied by a contractually defined cash usage rate. These cash usage fees, reflected as interest expense within the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income,, were $2.3$7.0 million, $2.3$4.9 million, and $2.2$3.1 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively. We are exposed to interest rate risk to the extent that the applicable LIBORfederal funds rate increases.

Under this agreement, allthese agreements, the currency supplied by Wells Fargo remains thethird party vendors remain their sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable which is recorded on a net basis.funds are dispensed. As these funds are not our assets, supplied cash is not reflected on the Consolidatedour Balance Sheets. The outstanding balances of ATM cash utilized by us from Wells Fargothe third party vendors were $364.5 million, $396.3$224.7 million and $427.1$289.8 million as of December 31, 2015, 20142018 and 2013,2017, respectively.

In November 2014, we amended

The primary commercial arrangement, the Contract Cash Solutions Agreement, to extend the term one year until November 30, 2015.

In June 2015, weas amended, the Contract Cash Solutions Agreement to decreasewith Wells Fargo Bank, N.A. (“Wells Fargo”) provides us with cash in the maximum amount of cash$300.0 million with the ability to be provided to us from $500.0increase the amount by $75 million to $425.0 million and to extendover a 5-day period for special occasions, such as the term of theperiod around New Year’s Day. The agreement from November 30, 2015 tocurrently expires on June 30, 2018. 

2021 and will auto renew for additional one-year periods unless either party provides a 90-day written notice of its intent not to renew.

We are responsible for any losses of cash in the ATMs under this agreement and we self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended December 31, 20152018 and 2014. 

2017.

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Effects of Inflation

Our monetary assets consistingthat primarily consist of cash, receivables, inventory andas well as our non‑monetarynon-monetary assets consisting primarilythat are mostly comprised of the deferred tax asset, goodwill and other intangible assets, are not significantly affected by inflation. We believe that replacement costs of equipment, furniture, and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our operating expenses, such as those for salaries and benefits, armored carrier expenses, telecommunications expenses, and equipment repair and maintenance services, which may not be readily recoverable in the financial terms under which we provide our Games and PaymentsFinTech products and services to gaming establishments and their patrons.

establishments. 

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.

Risk.

In the normal course of business, we are exposed to foreign currency exchange risk. We operate and conduct business in foreign countries and, as a result, are exposed to movements in foreign currency exchange rates. Our exposure to foreign currency exchange risk related to our foreign operations is not material to our results of operations, cash flows, or financial position.condition. At present, we do not hedge this risk, butrisk; however, we continue to evaluate such foreign currency translation risk exposure.

Wells Fargo supplies us

In the normal course of business, we have commercial arrangements with currency neededthird party vendors to provide cash for normal operating requirementscertain of our domestic ATMs pursuant to the Contract Cash Solutions Agreement.ATMs. Under the terms of this agreement,these agreements, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all such ATMs multiplied by a margin that is tied to LIBOR.target federal funds rate. We are, therefore, exposed to interest rate risk to the extent that the applicable LIBORfederal funds rate increases. AsThe outstanding balance of ATM cash utilized by us from third party vendors was $224.7 million as of December 31, 2015, the currency supplied by Wells Fargo was $364.5 million. Based upon this outstanding amount of currency supplied by Wells Fargo,2018; therefore, each 1% increase in the applicable LIBORfederal funds rate would have approximately a $3.6$2.2 million impact on income before taxestax over a 12‑month period. Foreign gaming establishments supply the currency needs for the ATMs located on their premises.

The New Credit Facilities bear interest at rates that can vary over time. We have the option of having interest on the outstanding amounts under the New Credit Facilities paid basedusing on a base rate or based on LIBOR and weLIBOR. We have historically elected to pay interest based on LIBOR, and we expect to continue to pay interest based on LIBOR ofdo so for various maturities. The weighted average interest rate on the New Credit Facilities was approximately 7.69%5.17% for the year ended December 31, 2015.2018. Based upon the outstanding balance on the New Credit Facilities of $490$807.7 million as of December 31, 2015,2018, each 1% increase in the applicable LIBOREurodollar Rate would have a $4.9an $8.1 million impact on interest expense over a 12‑month period. The interest rates onrate for the notes are fixed andUnsecured Notes is fixed; therefore, an increase in LIBOR rates does not impact the related interest expense associated withexpense. At present, we do not hedge the notes.

risk related to the changes in the interest rate; however, we continue to evaluate such interest rate exposure.


62




Table of Contents

Item 8.  Financial Statements and Supplementary Data.

Data.

Index to Consolidated Financial Statements

Statements

64

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

65

66

67

68

70

71



63



Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Directors and Stockholders

Everi Holdings Inc.

and subsidiaries

Las Vegas, Nevada

NV

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheetsheets of Everi Holdings Inc. and subsidiaries (the “Company”) and subsidiaries as of December 31, 20152018 and 2017, the related consolidated statements of lossincome (loss) and comprehensive loss,income (loss), stockholders’ equity,deficit, and cash flows for the year then ended. These financial statements are the responsibilityeach of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresthree years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Everi Holdings Inc.the Company and subsidiaries at December 31, 2015,2018 and 2017, and the results of their operations and their cash flows for each of the year thenthree years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2015,2018, based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”) and our report dated March 15, 201612, 2019 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Las Vegas, Nevada

March 15, 2016

64

Adoption of ASU No. 2014-09


TableAs discussed in Note 3 to the consolidated financial statements, the Company has changed its method of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Toaccounting for revenue from contracts with customers in 2018 due to the Boardadoption of Directors and Stockholders of

Everi Holdings Inc.

Las Vegas, NV

We have audited the accompanying consolidated balance sheet of Global Cash Access Holdings, Inc. (now known as Everi Holdings Inc.) and subsidiaries (the "Company") as of December 31, 2014,Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flowsamendments.

Basis for each of the two years in the period ended December 31, 2014. Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects,



/s/ BDO USA, LLP
We have served as the financial position of Global Cash Access Holdings, Inc. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Company’s auditor since 2015.

Las Vegas, NV

Nevada

March 16, 2015 (October 23, 2015 as to Notes 19 and 21 and March 15, 2016 as to the reclassifications to the 2014 consolidated financial statements discussed in Note 2)

12, 2019


65




EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) INCOME AND COMPREHENSIVE INCOME (LOSS) INCOME

(In thousands, except earnings per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

 

 

2015

    

 

2014

    

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Games

 

 

$

214,424

 

$

7,406

 

$

 —

 

Payments

 

 

 

612,575

 

 

585,647

 

 

582,444

 

Total revenues

 

 

 

826,999

 

 

593,053

 

 

582,444

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

Games cost of revenue (exclusive of depreciation and amortization)

 

 

 

47,017

 

 

1,753

 

 

 —

 

Payments cost of revenue (exclusive of depreciation and amortization)

 

 

 

463,380

 

 

438,318

 

 

439,794

 

Operating expenses

 

 

 

101,202

 

 

95,452

 

 

76,562

 

Research and development

 

 

 

19,098

 

 

804

 

 

 —

 

Goodwill impairment

 

 

 

75,008

 

 

 —

 

 

 —

 

Depreciation

 

 

 

45,551

 

 

8,745

 

 

7,350

 

Amortization

 

 

 

85,473

 

 

14,199

 

 

9,588

 

Total costs and expenses

 

 

 

836,729

 

 

559,271

 

 

533,294

 

Operating (loss) income

 

 

 

(9,730)

 

 

33,782

 

 

49,150

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 

 

100,290

 

 

10,756

 

 

10,265

 

Loss on extinguishment of debt

 

 

 

13,063

 

 

2,725

 

 

 —

 

Total other expenses

 

 

 

113,353

 

 

13,481

 

 

10,265

 

(Loss) income from operations before tax

 

 

 

(123,083)

 

 

20,301

 

 

38,885

 

Income tax (benefit) provision

 

 

 

(18,111)

 

 

8,161

 

 

14,487

 

Net (loss) income

 

 

 

(104,972)

 

 

12,140

 

 

24,398

 

Foreign currency translation

 

 

 

(1,251)

 

 

(1,258)

 

 

269

 

Comprehensive (loss) income

 

 

$

(106,223)

 

$

10,882

 

$

24,667

 

(Loss) earnings per share

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

(1.59)

 

$

0.18

 

$

0.37

 

Diluted

 

 

$

(1.59)

 

$

0.18

 

$

0.36

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

65,854

 

 

65,780

 

 

66,014

 

Diluted

 

 

 

65,854

 

 

66,863

 

 

67,205

 

  Year Ended December 31,
  2018 2017 2016
Revenues      
   Games revenues      
       Gaming operations $168,146
 $148,654
 $152,514
       Gaming equipment and systems 87,038
 70,118
 56,277
       Gaming other 3,794
 4,005
 4,462
           Games total revenues 258,978
 222,777
 213,253
       
   FinTech revenues      
       Cash access services 156,806
 707,222
 601,874
       Equipment 20,977
 13,258
 14,995
       Information services and other 32,754
 31,691
 29,334
            FinTech total revenues 210,537
 752,171
 646,203
       
              Total revenues 469,515
 974,948
 859,456
       
Costs and expenses      
    Games cost of revenues(1)
      
        Gaming operations 17,603
 15,741
 15,265
        Gaming equipment and systems 47,121
 35,707
 31,602
        Gaming other 3,285
 3,247
 3,441
            Games total cost of revenues 68,009
 54,695
 50,308
       
    FinTech cost of revenues(1)
      
         Cash access services 9,717
 572,880
 485,061
         Equipment 12,601
 7,717
 9,889
         Information services and other 4,110
 3,253
 3,756
             FinTech total cost of revenues 26,428
 583,850
 498,706
       
    Operating expenses 142,298
 118,935
 118,709
    Research and development 20,497
 18,862
 19,356
    Goodwill impairment 
 
 146,299
    Depreciation 61,225
 47,282
 49,995
    Amortization 65,245
 69,505
 94,638
        Total costs and expenses 383,702
 893,129
 978,011
       
        Operating income (expense) 85,813
 81,819
 (118,555)


  Year Ended December 31,
  2018    2017    2016
Other expenses      
    Interest expense, net of interest income 83,001 102,136
 99,228
    Loss on extinguishment of debt 166
 51,750
 
         Total other expenses 83,167
 153,886
 99,228
       
         Income (loss) before income tax 2,646
 (72,067) (217,783)
       
    Income tax (benefit) provision (9,710) (20,164) 31,696
         Net income (loss) 12,356
 (51,903) (249,479)
    Foreign currency translation (1,745) 1,856
 (2,427)
         Comprehensive income (loss) $10,611
 $(50,047) $(251,906)
Earnings (loss) per share      
        Basic $0.18
 $(0.78) $(3.78)
        Diluted $0.17
 $(0.78) $(3.78)
Weighted average common shares outstanding      
        Basic 69,464
 66,816
 66,050
        Diluted 73,796
 66,816
 66,050
(1) Exclusive of depreciation and amortization.

The 2018 results include the impact of adopting the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 606Revenues from Contracts with Customers(“ASC 606”). Refer to “Note 2 Basis of Presentation and Summary of Significant Accounting Policies” and “Note 3 Adoption of ASC 606, Revenue from Contracts with Customers” to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for more information.

See notes to consolidated financial statements.



66



EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SHEETS

(In thousands, except par value amounts)

 

 

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

    

2015

    

2014

 

 

 

 

 

 

 

 

 

ASSETS

    

    

 

    

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

102,030

 

$

89,095

 

Settlement receivables

 

 

44,933

 

 

43,288

 

Trade receivables, net of allowances for doubtful accounts of $3.9 million and $2.8 million at December 31, 2015 and December 31, 2014 respectively

 

 

52,382

 

 

37,697

 

Other receivables

 

 

4,928

 

 

20,553

 

Inventory

 

 

28,738

 

 

27,163

 

Prepaid expenses and other assets

 

 

20,772

 

 

18,988

 

Deferred tax asset

 

 

 —

 

 

9,591

 

Total current assets

 

 

253,783

 

 

246,375

 

Non-current assets

 

 

 

 

 

 

 

Property, equipment and leased assets, net

 

 

106,308

 

 

106,085

 

Goodwill

 

 

789,803

 

 

857,913

 

Other intangible assets, net

 

 

382,462

 

 

436,785

 

Other receivables, non-current

 

 

6,655

 

 

9,184

 

Other assets, non-current

 

 

35,054

 

 

50,943

 

Total non-current assets

 

 

1,320,282

 

 

1,460,910

 

Total assets

 

$

1,574,065

 

$

1,707,285

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Settlement liabilities

 

$

139,819

 

$

119,157

 

Accounts payable and accrued expenses

 

 

101,512

 

 

104,668

 

Current portion of long-term debt

 

 

10,000

 

 

10,000

 

Total current liabilities

 

 

251,331

 

 

233,825

 

Non-current liabilities

 

 

 

 

 

 

 

Deferred tax liability, non-current

 

 

27,644

 

 

57,333

 

Long-term debt, less current portion

 

 

1,153,579

 

 

1,178,787

 

Other accrued expenses and liabilities

 

 

4,091

 

 

5,867

 

Total non-current liabilities

 

 

1,185,314

 

 

1,241,987

 

Total liabilities

 

 

1,436,645

 

 

1,475,812

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

Common stock, $0.001 par value, 500,000 shares authorized and 90,877 and 90,405 shares issued at December 31, 2015 and December 31, 2014, respectively

 

 

91

 

 

90

 

Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at December 31, 2015 and December 31, 2014, respectively

 

 

 —

 

 

 —

 

Additional paid-in capital

 

 

258,020

 

 

245,682

 

Retained earnings

 

 

55,180

 

 

160,152

 

Accumulated other comprehensive income

 

 

318

 

 

1,569

 

Treasury stock, at cost, 24,849 and 24,816 shares at December 31, 2015 and December 31, 2014, respectively

 

 

(176,189)

 

 

(176,020)

 

Total stockholders’ equity

 

 

137,420

 

 

231,473

 

Total liabilities and stockholders’ equity

 

$

1,574,065

 

$

1,707,285

 

  At December 31,
  2018 2017
ASSETS  
  
Current assets  
  
Cash and cash equivalents $297,532
 $128,586
Settlement receivables 82,359
 227,403
     Trade and other receivables, net of allowances for doubtful accounts of $6,425 and
     $4,706 at December 31, 2018 and December 31, 2017, respectively
 64,387
 47,782
Inventory 24,403
 23,967
Prepaid expenses and other assets 20,259
 20,670
Total current assets 488,940

448,408
Non-current assets  
  
Property, equipment and leased assets, net 116,288
 113,519
Goodwill 640,537
 640,589
Other intangible assets, net 287,397
 324,311
Other receivables 8,847
 2,638
Other assets 6,252
 7,609
Total non-current assets 1,059,321

1,088,666
Total assets $1,548,261

$1,537,074
LIABILITIES AND STOCKHOLDERS’ DEFICIT  
  
Current liabilities  
  
Settlement liabilities $334,198
 $317,744
Accounts payable and accrued expenses 129,238
 134,504
Current portion of long-term debt 8,200
 8,200
Total current liabilities 471,636

460,448
Non-current liabilities  
  
Deferred tax liability 27,867
 38,207
Long-term debt, less current portion 1,155,016
 1,159,643
Other accrued expenses and liabilities 2,637
 19,409
Total non-current liabilities 1,185,520

1,217,259
Total liabilities 1,657,156

1,677,707
Commitments and contingencies (Note 13) 

 

Stockholders’ deficit  
  
Common stock, $0.001 par value, 500,000 shares authorized and 95,100 and 93,120 shares issued at December 31, 2018 and December 31, 2017, respectively 95
 93
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and no shares outstanding at December 31, 2018 and December 31, 2017, respectively 
 
Additional paid-in capital 298,929
 282,070
Accumulated deficit (229,457) (246,202)
Accumulated other comprehensive loss (1,998) (253)
Treasury stock, at cost, 24,900 and 24,883 shares at December 31, 2018 and December 31, 2017, respectively (176,464) (176,341)
Total stockholders’ deficit (108,895)
(140,633)
Total liabilities and stockholders’ deficit $1,548,261

$1,537,074
See notes to consolidated financial statements.


67



EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWFLOWS
S

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(104,972)

 

$

12,140

 

$

24,398

 

Adjustments to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

131,024

 

 

22,944

 

 

16,938

 

Amortization of financing costs

 

 

7,109

 

 

2,035

 

 

1,793

 

(Gain) loss on sale or disposal of assets

 

 

(2,789)

 

 

55

 

 

178

 

Accretion of contract rights

 

 

7,614

 

 

301

 

 

 —

 

Provision for bad debts

 

 

10,135

 

 

8,991

 

 

7,874

 

Reserve for obsolescence

 

 

1,243

 

 

270

 

 

150

 

Other asset impairment

 

 

 —

 

 

3,129

 

 

 —

 

Goodwill impairment

 

 

75,008

 

 

 —

 

 

 —

 

Loss on early extinguishment of debt

 

 

13,063

 

 

2,725

 

 

 —

 

Stock-based compensation

 

 

8,284

 

 

8,876

 

 

5,078

 

Other non-cash items

 

 

(149)

 

 

(19)

 

 

 —

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Settlement receivables

 

 

(1,830)

 

 

(5,156)

 

 

(8,793)

 

Trade and other receivables

 

 

(5,070)

 

 

(12,256)

 

 

(13,335)

 

Inventory

 

 

(1,075)

 

 

(1,120)

 

 

(2,436)

 

Prepaid and other assets

 

 

(5,553)

 

 

904

 

 

(9,482)

 

Deferred income taxes

 

 

(19,878)

 

 

6,613

 

 

13,643

 

Settlement liabilities

 

 

21,229

 

 

(25,523)

 

 

(37,200)

 

Other liabilities

 

 

(8,806)

 

 

(378)

 

 

5,528

 

Net cash provided by operating activities

 

 

124,587

 

 

24,531

 

 

4,334

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(10,857)

 

 

(1,068,000)

 

 

 —

 

Capital expenditures

 

 

(76,988)

 

 

(18,442)

 

 

(13,986)

 

Proceeds from sale of fixed assets

 

 

2,102

 

 

421

 

 

86

 

Repayments under development agreements

 

 

3,104

 

 

276

 

 

 —

 

Advances under placement agreements

 

 

(2,813)

 

 

 —

 

 

 —

 

Changes in restricted cash and cash equivalents

 

 

(97)

 

 

(102)

 

 

(90)

 

Net cash used in investing activities

 

 

(85,549)

 

 

(1,085,847)

 

 

(13,990)

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Repayments of prior credit facility

 

 

 —

 

 

(103,000)

 

 

(18,500)

 

Repayments of credit facility

 

 

(10,000)

 

 

 —

 

 

 —

 

Repayments of secured notes

 

 

(350,000)

 

 

 —

 

 

 —

 

Proceeds from securing credit facility

 

 

 —

 

 

500,000

 

 

 —

 

Proceeds from issuance of secured notes

 

 

335,000

 

 

350,000

 

 

 —

 

Proceeds from issuance of unsecured notes

 

 

 —

 

 

350,000

 

 

 —

 

Debt issuance costs

 

 

(1,221)

 

 

(52,735)

 

 

(764)

 

Proceeds from exercise of stock options

 

 

1,839

 

 

5,338

 

 

8,431

 

Purchase of treasury stock

 

 

(169)

 

 

(12,180)

 

 

(18,350)

 

Net cash (used in) provided by financing activities

 

 

(24,551)

 

 

1,037,423

 

 

(29,183)

 

Effect of exchange rates on cash

 

 

(1,552)

 

 

(1,266)

 

 

73

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) for the period

 

 

12,935

 

 

(25,159)

 

 

(38,766)

 

Balance, beginning of the period

 

 

89,095

 

 

114,254

 

 

153,020

 

Balance, end of the period

 

$

102,030

 

$

89,095

 

$

114,254

 

  Year Ended December 31,
  2018 2017 2016
Cash flows from operating activities      
Net income (loss) $12,356
 $(51,903) $(249,479)
Adjustments to reconcile net income (loss) to cash provided by operating activities:      
Depreciation 61,225
 47,282
 49,995
Amortization 65,245
 69,505
 94,638
Amortization of financing costs and discounts 4,877
 8,706
 6,695
Loss on sale or disposal of assets 869
 2,513
 2,563
Accretion of contract rights 8,421
 7,819
 8,692
Provision for bad debts 11,459
 9,737
 9,908
Deferred income taxes (10,343) (20,015) 29,940
Write-down of assets 2,575
 
 4,289
Reserve for obsolescence 1,919
 397
 3,581
Goodwill impairment 
 
 146,299
Loss on extinguishment of debt 166
 51,750
 
Stock-based compensation 7,251
 6,411
 6,735
Changes in operating assets and liabilities:      
Settlement receivables 143,705
 (98,390) (83,998)
Trade and other receivables (29,320) (884) (8,207)
Inventory (3,848) (5,753) 5,600
Prepaid and other assets 1,672
 (1,105) 4,668
Settlement liabilities 17,159
 78,465
 99,245
Accounts payable and accrued expenses (1,102) (8,276) 735
Net cash provided by operating activities 294,286

96,259

131,899
Cash flows from investing activities      
Capital expenditures (103,031) (96,490) (80,741)
Acquisitions, net of cash acquired 
 
 (694)
Proceeds from sale of fixed assets 237
 10
 4,599
Placement fee agreements (20,556) (13,300) (11,312)
Net cash used in investing activities (123,350)
(109,780)
(88,148)
Cash flows from financing activities      
Proceeds from new credit facility 
 820,000
 
Proceeds from unsecured notes 
 375,000
 
Repayments of prior credit facility 
 (465,600) (24,400)
Repayments of secured notes 
 (335,000) 
Repayments of unsecured notes 
 (350,000) 
Repayments of new credit facility (8,200) (4,100) 
Debt issuance costs and discounts (1,276) (28,702) (480)
Proceeds from exercise of stock options 9,610
 10,906
 
Purchase of treasury stock (123) (110) (42)
Net cash provided by (used in) financing activities 11
 22,394
 (24,922)
Effect of exchange rates on cash (1,370) 1,292
 (1,714)
Cash, cash equivalents and restricted cash      
Net increase for the period 169,577
 10,165
 17,115
Balance, beginning of the period 129,604
 119,439
 102,324
Balance, end of the period $299,181

$129,604

$119,439
See notes to consolidated financial statements.

  Year Ended December 31,
  2018 2017 2016
Supplemental cash disclosures      
Cash paid for interest $81,609
 $89,008
 $93,420
Cash paid for income tax 406
 1,009
 1,703
Cash refunded for income tax 4
 829
 171
Supplemental non-cash disclosures  
  
  
Accrued and unpaid capital expenditures $3,657
 $1,386
 $2,104
Accrued and unpaid placement fees added during the year 
 39,074
 
Accrued and unpaid contingent liability for acquisitions (550) 
 (3,169)
Transfer of leased gaming equipment to inventory 10,028
 7,820
 9,042

68



EVERI HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)

  
Common Stock—
Series A
 Additional Retained Earnings 
Accumulated
Other
   Total
  
Number of
Shares
 Amount 
Paid-in
Capital
 
(Accumulated
Deficit)
 
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Equity (Deficit)

Balance, January 1, 2016 90,877
 $91
 $258,020
 $55,180
 $318
 $(176,189) $137,420
Net loss 
 
 
 (249,479) 
 
 (249,479)
Foreign currency translation 
 
 
 
 (2,427) 
 (2,427)
Stock-based compensation expense 
 
 6,735
 
 
 
 6,735
Restricted share vesting withholdings 
 
 
 
 
 (42) (42)
Restricted shares 75
 
 
 
 
 
 
Balance, December 31, 2016 90,952

$91

$264,755

$(194,299)
$(2,109)
$(176,231) $(107,793)
Net loss 
 
 
 (51,903) 
 
 (51,903)
Foreign currency translation 
 
 
 
 1,856
 
 1,856
Stock-based compensation expense 
 
 6,411
 
 
 
 6,411
Exercise of options 2,037
 2
 10,904
 
 
 
 10,906
Restricted share vesting withholdings 
 
 
 
 
 (110) (110)
Restricted shares 131
 
 
 
 
 
 
Balance, December 31, 2017 93,120

$93

$282,070

$(246,202)
$(253)
$(176,341) $(140,633)
Net income 
 
 
 12,356
 
 
 12,356
Cumulative adjustment related to adoption of ASC 606 
 
 
 4,389
 
 
 4,389
Foreign currency translation 
 
 
 
 (1,745) 
 (1,745)
Stock-based compensation expense 
 
 7,251
 
 
 
 7,251
Exercise of options 1,980
 2
 9,608
 
 
 
 9,610
Restricted share vesting withholdings 
 
 
 
 
 (123) (123)
Balance, December 31, 2018 95,100

$95

$298,929

$(229,457)
$(1,998)
$(176,464) $(108,895)

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash disclosures

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

98,361

 

$

59,274

 

$

8,634

 

Cash paid for income tax, net

 

$

2,098

 

$

962

 

$

711

 

Cash refunded for income taxes from acquisitions, net

 

$

14,477

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental non-cash disclosures

 

 

 

 

 

 

 

 

 

 

Non-cash tenant improvements paid by landlord

 

$

 —

 

$

 —

 

$

2,930

 

Accrued and unpaid capital expenditures

 

$

5,578

 

$

731

 

$

1,073

 

Accrued and unpaid contingent liability for acquisitions

 

$

4,681

 

$

2,463

 

$

 —

 

Issuance of warrants

 

$

2,246

 

$

 —

 

$

 —

 

See notes to consolidated financial statements.


69




Table of Contents

EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock—

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Series A

 

Additional

 

Retained

 

Other

 

 

 

 

 

 

 

 

    

Number of

    

 

 

    

Paid-in

    

Earnings

    

Comprehensive

    

 

 

    

Total

 

 

 

Shares

 

Amount

 

Capital

 

(Deficit)

 

Income

 

Treasury Stock

 

Equity

 

Balance, December 31, 2012

 

87,545

 

$

87

 

$

217,990

 

$

123,614

 

$

2,558

 

$

(145,490)

 

$

198,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

24,398

 

 

 —

 

 

 —

 

 

24,398

 

Foreign currency translation

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

269

 

 

 —

 

 

269

 

Stock-based compensation expense

 

 —

 

 

 —

 

 

5,078

 

 

 —

 

 

 —

 

 

 —

 

 

5,078

 

Exercise of options

 

1,618

 

 

2

 

 

8,448

 

 

 —

 

 

 —

 

 

 —

 

 

8,450

 

Treasury share repurchases

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(18,241)

 

 

(18,241)

 

Restricted share vesting withholdings

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(109)

 

 

(109)

 

Restricted shares vested

 

70

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

89,233

 

$

89

 

$

231,516

 

$

148,012

 

$

2,827

 

$

(163,840)

 

$

218,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

12,140

 

 

 —

 

 

 —

 

 

12,140

 

Foreign currency translation

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,258)

 

 

 —

 

 

(1,258)

 

Stock-based compensation expense

 

 —

 

 

 —

 

 

8,876

 

 

 —

 

 

 —

 

 

 —

 

 

8,876

 

Exercise of options

 

971

 

 

1

 

 

5,290

 

 

 —

 

 

 —

 

 

 —

 

 

5,291

 

Treasury share repurchases

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(11,721)

 

 

(11,721)

 

Restricted share vesting withholdings

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(459)

 

 

(459)

 

Restricted shares vested

 

201

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

90,405

 

$

90

 

$

245,682

 

$

160,152

 

$

1,569

 

$

(176,020)

 

$

231,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

(104,972)

 

 

 —

 

 

 —

 

 

(104,972)

 

Foreign currency translation

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(1,251)

 

 

 —

 

 

(1,251)

 

Stock-based compensation expense

 

 —

 

 

 —

 

 

8,258

 

 

 —

 

 

 —

 

 

 —

 

 

8,258

 

Exercise of options

 

343

 

 

 1

 

 

1,834

 

 

 —

 

 

 —

 

 

 —

 

 

1,835

 

Restricted share vesting withholdings

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(169)

 

 

(169)

 

Restricted shares vested

 

129

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Issuance of warrants

 

 —

 

 

 —

 

 

2,246

 

 

 —

 

 

 —

 

 

 —

 

 

2,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

90,877

 

$

91

 

$

258,020

 

$

55,180

 

$

318

 

$

(176,189)

 

$

137,420

 

See notes to consolidated financial statements.

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Table of Contents

EVERI HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAFINANCIAL STATEMENTS

In this filing, we refer to: (i) our audited consolidated financial statements and notes thereto as our “Financial Statements;” (ii) our audited Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) as our “Statements of Income (Loss);” and (iii) our audited Consolidated Balance Sheets as our “Balance Sheets.”
L STATEMENTS

1. BUSINESS AND BASIS OF PRESENTATION

Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Everi Holdings,” “Holdings”“Holdings,” or “Everi”) is a holding company, the assets of which are the issued and outstanding shares of capital stock of each of Everi Games Holding Inc. (formerly known as Multimedia(“Everi Games Holding Company, Inc.Holding”), which owns all of the issued and outstanding shares of capital stock of Everi Games Inc. (formerly known as Multimedia Games, Inc.) (“Everi Games” or “Games”), and Everi Payments Inc. (formerly known as Global Cash Access, Inc.) (“Everi Payments” or “Payments”). Unless otherwise indicated, the terms the “Company,” “we,” “us”“us,” and “our” refer to Everi Holdings together with its consolidated subsidiaries.

Everi is dedicated to providing video and mechanical reel gaming content anda leading supplier of technology solutions integratedfor the casino gaming industry. We provide casino operators with a diverse portfolio of products including innovative gaming machines that power the casino floor, and casino operational and management systems that include comprehensive end-to-end payments solutions, critical intelligence offerings, and compliancegaming operations efficiency technologies.
Everi Holdings reports its results of operations based on two operating segments: Games and FinTech. Effective April 1, 2018, we changed the name of the operating segment previously referred to as “Payments” to “Financial Technology Solutions” (“Everi FinTech” or “FinTech”). We believe this reference more accurately reflects the focus of the business segment on delivering innovative and integrated solutions to enhance the efficiency software. of the casino operator, support the comprehensive regulatory and tax requirements of their gaming customers, and improve players’ gaming experience by providing easy access to their funds and payment of winnings.
Everi Games provides:provides gaming operators products and services, including: (a) comprehensive content, electronic gaming unitsmachines primarily comprised of Class II and systems for Native AmericanClass III slot machines placed under participation or fixed fee lease arrangements or sold to casino customers, including TournEvent® that allows operators to switch from in-revenue gaming to out-of-revenue tournaments; (b) system software, licenses, ancillary equipment, and commercial casinos, including the award winning TournEvent® slot tournament solution;maintenance; and (b)(c) business-to-consumer and business-to-business interactive activities. In addition, Everi Games develops and manages the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York. York and it also provides similar technology in certain tribal jurisdictions.
Everi Payments provides:FinTech provides gaming operators cash access and related products and services, including: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point of sale (“POS”) debit card cash access transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosksequipment that provideprovides cash access and relatedefficiency-related services; (c) products and services that improve credit decision making, automate cashier operations, and enhance patron marketing activities for gaming establishments; (d) compliance, audit, and data solutions; and (e) online payment processing solutions for gaming operators in states that offer intrastate, Internet-based gaming, and lottery activities.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

All intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

We apply the provisions of the Financial Accounting Standards Board (“FASB”(the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations”,Combinations,” in the accounting for acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are preliminary and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset over its estimated useful life. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions, and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill, in the period of


identification, if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

.

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Table of Contents

Acquisition-related Costs

We recognize a liability for acquisition-related costs when the expense is incurred. Acquisition-related costs include financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with due diligence, valuation and integration; severance; and other related costs and adjustments.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all balances on deposit in banks and financial institutions. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Such balances generally exceed the federal insurance limits. However,limits, however, we periodically evaluate the creditworthiness of these institutions to minimize risk.

ATM Funding Agreements

We obtain all of the cash required to operate our Automated Teller Machines (“ATM” or “ATMs”)ATMs through various ATM Funding Agreements. Some gaming establishments provide the cash utilized within the ATM (“Site‑Funded”). The Site‑Funded receivables generated for the amount of cash dispensed from transactions performed at our ATMs are owned by us and we are liable to the gaming establishment for the face amount of the cash dispensed. In the Consolidatedour Balance Sheets, the amount of the receivable for transactions processed on these ATM transactions is included within settlement receivables and the amount due to the gaming establishment for the face amount of dispensing transactions is included within settlement liabilities.

For the Non‑non‑Site‑Funded locations, our Contract Cash Solutions Agreementwe enter into commercial arrangements with Wells Fargo allows us to use funds owned by Wells Fargothird party vendors to provide us the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee onbased upon the average daily balance oftarget federal funds utilized multiplied by a contractually defined cash usage rate. Under this agreement, allthese agreements, the currency supplied by Wells Fargothe third party vendors remains the sole property of Wells Fargo at all timesthese suppliers until itcash is dispensed, at which time Wells Fargo obtainsthe third party vendors obtain an interest in the corresponding settlement receivable. As the cash is never an asset of ours, supplied cashthese suppliers, it is therefore not reflected on our balance sheet. We are charged a cashBalance Sheets. The usage fee for the cash usedsupplied in these ATMs which is included as interest expense in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. We recognize the. Our rationale to record cash usage fees as interest expense is primarily due to the similar operational characteristics to a revolving line of credit, the fact that the fees are calculated on a financial index, and the fees are paid for access to a capital resource.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts related to our trade and other receivables and notes receivable that have been deemed to have a high risk of uncollectibility.uncollectibility or for which uncertainty exists as to whether the account balance has become uncollectible. Management reviews its accounts and notes receivable on a quarterly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in our customer payment patterns, customer concentration, and creditworthiness when evaluating the adequacy of our allowance for doubtful accounts. In our overall allowance for doubtful accounts we include any receivable balances for which uncertainty exists as to whether the account balance has become uncollectible. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs may exceed the recorded allowance.

Settlement Receivables and Settlement Liabilities

In the credit card

We provide cash settlement services to gaming establishments related to our cash access and POSservices, which involve the movement of funds between various parties involved in these types of transactions. We receive reimbursement from the patron’s credit or debit card cash access transactions provided by us,issuing financial institution for the amount owed to the gaming establishment is reimbursedplus the fee charged to the patron. These activities result in amounts due to us at the end of each business day that we generally recover over the next few business days, which are classified as settlement receivables on our Balance Sheets. In addition, cash settlement services result in amounts due to gaming establishments for the cash disbursed to gaming patrons through the issuance of a negotiable instrument or through electronic settlement. We receive reimbursement from the patron’s credit or debit card issuersettlement for the transaction in anface amount equalprovided to patrons that we generally remit over the amount owing to the gaming establishment plus the fee charged to the patron. This reimbursement is included within the settlement receivables on the Consolidated Balance Sheets. The amounts owed to gaming establishmentsnext few business days, which are included withinclassified as settlement liabilities on the Consolidatedour Balance Sheets.

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Table of Contents

Warranty Receivables

If a gaming establishment chooses to have a check warranted, it sends a request to our third partythird-party check warranty service provider, asking whether it would be willing to accept the risk of cashing the check. If the check warranty provider accepts the risk and warrants the check, the gaming establishment negotiates the patron’s check by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon presentment, the gaming establishment invokes the warranty, and the check warranty service provider purchases the check from the gaming establishment for the full check amount and then pursues collection activities on its own. In our Central Credit Check Warranty product under our agreement with the third partythird-party service provider, we receive all of the check warranty revenue. We are exposed to risk for the losses associated with any warranted items that cannot be collected from patrons issuing the items. Warranty receivables are defined as any amounts paid by the third partythird-party check warranty service provider to gaming establishments to purchase dishonored checks. Additionally, we pay a fee to the third partythird-party check warranty service provider for its services.



The warranty receivables amount is recorded in trade and other receivables, net on our Consolidated Balance Sheets. On a monthly basis, the Company evaluates the collectability of the outstanding balances and establishes a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) on our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

.

Inventory

Our inventory primarily consists of component parts as well as finished goods and work-in-progress. The cost of inventory includes cost of materials, labor, overhead and freight. The inventory is stated at the lower of cost or marketnet realizable value and accounted for using the first in, first out method.

method (“FIFO”).

Restricted Cash
Our restricted cash primarily consists of: (i) deposits held in connection with a sponsorship agreement; (ii) WAP-related restricted funds; and (iii) Internet-related cash access activities. The current portion of restricted cash, which is included in prepaid expenses and other assets, was approximately $1.5 million, $0.9 million, and $0.3 million as of December 31, 2018, 2017, and 2016, respectively. The non-current portion of restricted cash, which is included in other assets, was approximately $0.1 million as of December 31, 2018, 2017, and 2016.
Property, Equipment and Leased Assets

Property, equipment and leased assets are stated at cost, less accumulated depreciation, and are computed using the straight-line method over the lesser of the estimated life of the related assets, generally threetwo to five years, or the related lease term. Player terminals and related components and equipment are included in our rental pool. The rental pool can be further delineated as “rental pool – deployed,” which consists of assets deployed at customer sites under participation arrangements, and “rental pool – undeployed,” which consists of assets held by us that are available for customer use. Rental pool – undeployed consists of both new units awaiting deployment to a customer site and previously deployed units currently back with us to be refurbished awaiting re-deployment. Routine maintenance of property, equipment and leased gaming equipment is expensed in the period incurred, while major component upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.. Property, equipment and leased assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated when undiscounted future cash flows, on an undiscounted basis, do not exceed the asset’s carrying value.

Development and value of the asset.

Placement Fee and Development Agreements

We enter into developmentplacement fee and, placement feeto a certain extent, development agreements to provide financing for new gaming facilities or for the expansion of existing facilities, or for new gaming facilities. All or a portion of theFunds provided under placement fee agreements are not reimbursed, while funds provided under development agreements are reimbursed to us, while funds provided under placement fee agreements are not reimbursed.in whole, or in part. In return, the facility dedicates a percentage of its floor space to placement of our player terminals, and we receive a fixed percentage of those player terminals'terminals’ hold amounts per day over the term of the agreement, which is generally forfrom 12 to 83 months. Certain of the agreements contain player terminal performance standards that could allow the facility to reduce a portion of our guaranteed floor space. In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable.

73

Goodwill

Table of Contents

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. We test for impairment annually on a reporting unit basis, at the beginning of our fourth fiscal quarter, or more often under certain circumstances. The annual impairment test is completed using either: a qualitative Step 0“Step 0” assessment based on reviewing relevant events and circumstances; or a quantitative Step 1“Step 1” assessment, which determines the fair value of the reporting unit, using both an income approach that discounts future cash flows based on the estimated future results of our reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. If the fair value of a reporting unit is less than its carrying amount, we will use the Step 2“Step 1” assessment to determine the impairment. impairment, in accordance with ASC 350, Intangibles - Goodwill and Other.

Our reporting units are identified as operating segments or one level below. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our chief operating decision makerssegment management to ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete financial


information available. As of December 31, 2015,2018, our reporting units included: Games, Cash Advance, ATM, CheckAccess Services, Kiosk Sales and Service, Central Credit Services, and Everi Compliance.

Compliance Sales and Services.

Other Intangible Assets

Other intangible assets are stated at cost, less accumulated amortization, and are computed primarily using the straight-line method. Other intangible assets consist primarily of: (i) customer contracts (rights to provide Games and PaymentsFinTech services to gaming establishment customers), developed technology, trade names and trademarks, and contract rights acquired through business combinations; and (ii) capitalized software development costs; and (iii) the acquisition cost of our patent related to the 3-in-1 rollover technology acquired in 2005.costs. Customer contracts require us to make renewal assumptions, which impact the estimated useful lives of such assets. Capitalized software development costs require us to make certain judgments as to the stages of development and costs eligible for capitalization. Capitalized software costs placed in service are amortized over their useful lives, generally not to exceed five years. The acquisition cost of the 3-in-1 Rollover patent is being amortized over the term of the patent, which expires in 2018. We review intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or market price of the asset, a significant adverse change in legal factors or business climate that could affect the value of an asset, or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of definite lived intangible assets is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset, on an undiscounted basis and without interest.interest or taxes. Any impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Debt Issuance Costs

Debt issuance costs incurred in connection with long-term borrowings are capitalized and amortized to interest expense based upon the related debt agreements using the straight-line method, which approximates the effective interest method. Debt issuance costs related to line-of-credit arrangements are included in other assets, non-current, on the Consolidatedour Balance Sheets. All other debt issuance costs are included as contra-liabilities in long-term debt.

Original Issue Discounts

Original issue discounts incurred in connection with long-term borrowings are capitalized and amortized to interest expense based upon the related debt agreements using the straight-line method, which approximates the effective interest method. These amounts are recorded as contra-liabilities and included in long-term debt on the Consolidatedour Balance Sheets.

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Deferred Revenue

Deferred revenue represents amounts from the sale of fully integrated kiosks and related service contracts, anti-money laundering and tax compliance software, and gaming equipment and systems that have been billed, or for which notes receivable have been executed, but which transaction has not met our revenue recognition criteria. The cost of the fully integrated kiosks and related service contracts, anti-money laundering and tax compliance software, and gaming equipment and systems is deferred and recorded at the time revenue is recognized. Amounts are classified between current and long-term liabilities, based upon the expected period in which the revenue will be recognized.

Revenue Recognition

Overall

Overview
We evaluate the recognition of revenue based on the criteria set forth in ASC 606 and ASC 840, as appropriate. We recognize revenue upon transferring control of goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts with customers that include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract. We recognize revenue net of any sales and other taxes collected from customers, which are subsequently remitted to governmental authorities and are not included in revenues or operating expenses. We measure revenue based on the consideration specified in a contract with a customer and adjusted, as necessary.
We evaluate the composition of our revenues to ensure compliance with SEC Regulation S-X Section 210.5-3, which requires us to separately present certain categories of revenues that exceed the quantitative threshold on our Statements of Income (Loss).
Significant Judgments
We apply judgments or estimates to determine the performance obligations and the Stand-Alone Selling Price (“SSP”) of each identified performance obligation. The establishment of SSP requires judgment as to whether there is a sufficient quantity of items sold or renewed on a stand-alone basis and those prices demonstrate an appropriate level of concentration to conclude that a SSP exists. The SSP of our goods and services are generally determined based on observable prices, an adjusted market assessment approach or an expected cost plus margin approach. We utilize a residual approach only when evidence of an arrangement exists, servicesthe SSP for performance obligations with observable prices have been rendered,established and the remaining performance obligation in the contract with a customer does not have an observable price as it is fixeduncertain or determinablehighly variable and, therefore, is not discernible.



Collectability
To assess collectability, we determine whether it is reasonably assured.probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services transferred to the customer in accordance with the terms and conditions of the contract. In connection with these procedures, we evaluate the customer using internal and external information available, including, but not limited to, research and analysis of the credit history with the customer. Based on the nature of our transactions and historical trends, we determine whether our customers have the ability and intention to pay the amounts of consideration when they become due to identify potentially significant credit risk exposure.
Contract Combinations - Multiple Promised Goods and Services
Our contracts may include various performance obligations for promises to transfer multiple goods and services to a customer, especially since our Games and FinTech businesses may enter into multiple agreements with the same customer that meet the criteria to be combined for accounting purposes under ASC 606. When this occurs, a SSP will be determined for each performance obligation in the combined arrangement and the consideration allocated between the respective performance obligations. We use our judgment to analyze the nature of the promises made and determine whether each is distinct or should be combined with other promises in the contract based on the level of integration and interdependency between the individual deliverables.
Disaggregation of Revenues
We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 18 - Segment Information.”
Outbound Freight Costs
Upon transferring control of a good to a customer, the shipping and handling costs in connection with sale transactions are accounted for as fulfillment costs and included in cost of revenues.
Costs to Acquire a Contract with a Customer
We typically incur incremental costs to acquire customer contracts in the form of sales commission expenses. We evaluate those acquisition costs for groups of contracts with similar characteristics, based on the nature of the transactions. The incremental costs to acquire customer contracts identified would be amortized within one year and, as a result, we elected to utilize the practical expedient set forth in ASC 340-40, Contract Costs - Incremental Costs of Obtaining a Contract to expense these amounts as incurred.
Contract Balances
Since our contracts may include multiple performance obligations, there is often a timing difference between the cash collections and the satisfaction of such performance obligations and revenue streams for properrecognition. Such arrangements are evaluated to determine whether contract assets and liabilities exist. We generally record contract assets when the timing of cash collections differs from when revenue recognition. Revenue is recognized as productsdue to contracts containing specific performance obligations that are deliveredrequired to be met prior to a customer being billed. We generally record contract liabilities when cash is collected in advance of us satisfying performance obligations, including those that are satisfied over a period of time.


The following table summarizes our contract assets and or services are performed.

contract liabilities arising from contracts with customers:

  For the Year Ended
  December 31, 2018
   
Contract assets(1)
  
     Balance at January 1 $8,433
     Balance at December 31 11,310
         Increase (decrease) 2,877
   
Contract liabilities(2)
  
     Balance at January 1 12,397
     Balance at December 31 15,470
         Increase (decrease) $3,073
(1) Current portion of contract assets is included within Trade and other receivables, net and non-current portion is included within Other receivables in our Balance Sheets.
(2) Current portion of contract liabilities is included within Accounts payable and accrued expenses and non-current portion is included within Other accrued expenses and liabilities in our Balance Sheets.
We recognized approximately $11.4 million in revenue that was included in the beginning contract liability balance during 2018.
Games Revenues

Our Games products and services include commercial products, such as Native American Class II products and other bingo products, Class III products, video lottery terminals, accounting and central determinant systems, and other back office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (i) Gaming Operations; (ii) Gaming Equipment and Systems; and (iii) Gaming Other.
Gaming Operations
Games revenues are primarily generated by our gaming operations under development, placement, participation, and participationdevelopment arrangements, in which we providesprovide our customers with player terminals, including TournEvent® that allows operators to switch from in-revenue gaming to out-of-revenue tournaments, player terminal-content licenses, local-area progressive machines, and back-office equipment, collectively referred to herein as leased gaming equipment. UnderWe evaluate the recognition of lease revenues based on criteria set forth in ASC 840. Generally, under these arrangements, we retain ownership of the leased gaming equipmentmachines installed at customer facilities, and wefacilities. We receive recurring revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. Revenuefee. Revenues from lease participation or daily fee arrangements are considered both realizable and earned at the end of each gaming day.

Games Gaming operations revenues generated by player terminalsleased gaming equipment deployed at sites under development or placement fee agreements is reduced by the accretion ofgive rise to contract rights, acquired as part of those agreements. Contract rightswhich are amounts allocatedrecorded to intangible assets for dedicated floor space resulting from such agreements, described under “Development and Placement Fee Agreements.”agreements. The related amortization expense, orgaming operations revenues generated by these arrangements are reduced by the accretion of contract rights, is netted against our respective revenue categorywhich represents the related amortization of the contract rights recorded in connection with those agreements. Gaming operations lease revenues accounted for under ASC 840 are generally short-term in nature with payment terms ranging from 30 to 90 days. We recognized $136.6 million, $126.1 million, and $134.0 million in lease revenues for the years ended December 31, 2018, 2017, and 2016, respectively.

Gaming operations revenues include amounts generated by Wide Area Progressive (“WAP”) systems, which are recognized under ASC 606. WAP consists of linked slot machines located in multiple casino properties that are connected to a central system. WAP-based gaming machines have a progressive jackpot we administer that increases with every wager until a player wins the top award combination. Casino operators pay us a percentage of the coin-in (the total amount wagered), a percentage of net win, or a combination of both for services related to the design, assembly, installation, operation, maintenance, administration, and marketing of the WAP systems. The gaming operations revenues with respect to WAP machines comprise a separate performance obligation and are recognized over time based on the amount expected to be received with any variability being resolved in the Consolidatedreporting period. These arrangements are generally short-term in nature with a majority of invoices payable within 30 to 45 days. Such revenues are presented in the Statements of Income (Loss) Incomenet of the jackpot expense, which is comprised of incremental amounts funded by a portion of the coin-in from players. At the time a jackpot is won by a player, an additional jackpot expense is recorded


with respect to the base seed amount required to fund the minimum level required by the respective WAP arrangement with the casino operator.
Gaming operations revenues also include amounts received in connection with our relationship with the New York State Gaming Commission to provide an accounting and Comprehensive (Loss) Income.

central determinant system for the VLTs in operation at licensed State of New York gaming facilities. Pursuant to our agreement with the New York State Gaming Commission, we receive a portion of the network-wide net win (generally, cash-in less prizes paid) per day in exchange for provision and maintenance of the central determinant system and records it in accordance with ASC 606. We also generateprovide central determinant system technology to Native American tribes in other licensed jurisdictions for which we receive a portion of the revenue generated from the VLTs connected to the system. These arrangements are generally short-term in nature with payments due monthly.

Gaming operations revenues also include amounts generated by our Interactive offering comprised of business-to-consumer (“B2C”) and business-to-business (“B2B”) activities. B2C relates to games offered directly to consumers to play with virtual currency which can be purchased through our social, mobile application. Control transfers and we recognize revenues in accordance with ASC 606 from back-office feesplayer purchases of virtual currency as it is consumed for game play, which is based on a historical data analysis. B2B relates to games offered to the online business partners, or social casinos, who then offer the games to consumers. Our B2B arrangements primarily provide access to our game content and revenue is recognized in accordance with ASC 606 as the control transfers upon the online business partners’ daily access to such content based on either a flat fee or revenue share arrangements with the social casinos.
Gaming Equipment and Systems
Gaming equipment and systems revenues are accounted for under ASC 606 and are derived from the sale of some combination of: (a) gaming equipment and player terminals, including TournEvent® that allows operators to switch from in-revenue gaming to out-of-revenue tournaments; (b) game content; (c) license fees; (d) ancillary equipment; and (e) maintenance. Such arrangements are predominately short-term in nature with payment terms ranging from 30 to 180 days with certain customers. Back-office fees coveragreements providing for extended payment terms, ranging from 12 to 24 months. Our contracts with customers do not contain any financing components that have been determined to be significant to the service and maintenance costscontract. Performance obligations for back-office servers installed in each gaming facility to run our gaming equipment as well asand systems arrangements include gaming equipment, player terminals, content, system software, license fees, ancillary equipment, maintenance, or various combinations thereof. Gaming equipment and systems are recognized at a point in time when control of the costpromised goods and services transfers to the customer generally upon shipment or delivery pursuant to the terms of related software updates. Back-office feesthe contract. The performance obligations are considered both realizable and earnedgenerally satisfied at the endsame time or within a short period of each gaming day.

Paymentstime.

Gaming Other
Gaming other revenues consist of amounts generated by our TournEvent of Champions® national tournament that allows winners of local and regional tournaments throughout the year to participate in a national tournament that results in the determination of a final champion. Such revenues are accounted for under ASC 606.As the customer simultaneously receives and consumes the benefits of our performance as it occurs, revenues are recognized as earned over a period of time using an output method depicting the transfer of control to the customer. These arrangements are generally short-term in nature with payment terms ranging from 30 to 90 days.
FinTech Revenues

Cash Access Services
Cash access services revenues are accounted for under ASC 606 and are generally comprised of the following distinct performance obligations: cash advance, ATM, and check services. We do not control the cash advance and ATM services provided to a customer and, therefore, we are acting as an agent whose performance obligation is to arrange for the provision of these services. Our cash access services involve the movement of funds between the various parties associated with cash access transactions and give rise to settlement receivables and settlement liabilities, both of which are settled in days following the transaction.
Cash advance revenues are comprised of transaction fees assessed to gaming patrons in connection with credit card cash access and POS debit card transactions and are recognized at the time the transactions are authorized.cash access transactions. Such fees are primarily based on a combination of a fixed amount plus a percentage of the face amount of the credit card cash access or POS debit card cash access transaction amount.

In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third party partners.

ATM revenues are primarily comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are authorized and reverse interchange fees paid to us by the


patrons’ issuing banks. Cardholder surcharges are recognized as revenue when a transaction is initiated and reverse interchange is recognized as revenue on a monthly basis based on the total transactions occurring during the month. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount.

In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third party partners.

Check services revenues are principally comprised of check warranty revenues and are generally based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming establishments.

75

For cash access services arrangements, since the customer simultaneously receives and consumes the benefits as the performance obligations occur, we recognize revenues as earned over a period of time using an output method depicting the transfer of control to the customer based on variable consideration, such as volume of transactions processed with variability generally resolved in the reporting period.

Equipment

TableEquipment revenues are derived from the sale of Contents

equipment and are accounted for under ASC 606. Revenues are recognized at a point in time when control of the promised goods and services transfers to the customer generally upon shipment or delivery pursuant to the terms of the contract. These sales contracts are generally short-term in nature with payment terms ranging from 30 to 90 days.

Information Services and Other

Information services and other revenues are accounted for under ASC 606 and include amounts derived from the sale of cash access devices, such as the provision of certainof: (i) software licenses, software subscriptions, professional services software licensing, and certain other ancillary fees; (ii) service related fees associated with the sale, installation, and maintenance of those devices. In addition, other revenues consist of Central Credit revenuesequipment directly to our customers under contracts, which are generally short-term in nature with payment terms ranging from 30 to 90 days, secured by the related equipment; (iii) credit worthiness-related software subscription services that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. Also included in other revenues are revenues generated fromgenerated; and (iv) ancillary marketing, database, and InternetInternet-based gaming related activities.

Equipment

Our software represents a functional right-to-use license and Systems Revenues

We sell gaming equipment, fully integrated kiosksthe revenues are recognized as earned at a point in time. Subscription services are recognized over a period of time using an input method based on time elapsed as we transfer the control ratably by providing a stand-ready service. Professional and gaming systems directly to our customers under independent sales contracts through normal credit terms, or may grant extended credit terms under contracts secured byother services revenues are recognized over a period of time using an input method based on time elapsed as services are provided, thereby reflecting the related equipment.

For sales arrangements with multiple deliverables, we apply the guidance from ASC 605-25, “Revenue Recognition - Multiple-Element Arrangements.” In addition, we apply the guidance from ASC 985-605, “Software – Revenue Recognition”  which affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidentaltransfer of control to the tangible product as a whole and clarifies what guidance should be used in allocating and measuring revenue.

The majority of our multiple element sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.

Revenue related to systems arrangements that contain both software and non-software deliverables requires allocation of the arrangement fee to the separate deliverables using the relative selling price method. Revenue for software deliverables is recognized under software revenue recognition guidance. Revenue resulting from the sale of non-software deliverables, such as gaming devices and other hardware, are accounted for based on other applicable revenue recognition guidance as the devices are tangible products containing both software and non-software components that function together to deliver the product's essential functionality.

In allocating the arrangement fees to separate deliverables, we evaluate whether we have vendor-specific objective evidence (“VSOE”) of selling price, third party evidence (“TPE”) or estimate of selling price (“ESP”) for gaming devices, maintenance and product support fees and other revenue sources. We generally use ESP to determine the selling price used in the allocation of separate deliverables, as VSOE and TPE are generally not available. We determine the ESP on separate deliverables by estimating a margin typically received on such items and applying that margin to the product cost incurred.

Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and occasionally signage, some of which may be necessary for the full functionality of the player terminals in a casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the player terminal and ancillary equipment is not recognized until all elements essential for the functionality of the product have been shipped or delivered. This includes game theme software and essential ancillary equipment. If elements that are not essential to the functionality of the player terminals are shipped after the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped or delivered.

customer.

Cost of Revenues (exclusive(Exclusive of depreciationDepreciation and amortization)

Amortization)

The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to perform revenue generating transactions. The principal costs included within cost of revenues (exclusive of depreciation and amortization) are commissions paid to gaming establishments, interchange fees paid to credit and debit card networks, transaction processing fees to our transaction processor, inventory and related costs associated with the sale of our fully integrated kiosks, electronic gaming machines and system sales,sale, check cashing warranties, field service, and network operations personnel.

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Advertising, Marketing, and Promotional Costs

We expense advertising, marketing, and promotional costs as incurred. Total advertising, marketing, and promotional costs, included in operating expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income,, were $0.9$3.4 million, $1.1 million, and $0.7$1.2 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively.

Research and Development Costs

We conduct research and development activities primarily to develop gaming systems, gaminggame engines, casino data management systems, casino central monitoring systems, video lottery outcome determination systems, gaming platforms and gaming content, as well asand to add enhancements toenhance our existing product lines. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based on our research and development investments, and we expect to continue to make such investments in the future. Research and development costs consist primarily of salaries and benefits, consulting fees, and game lab testing fees. Once the technological feasibility of a project has been established, it is transferred from research to development and capitalization of development costs beginscapitalized until the product isit becomes available for general release.

Research and development costs were $19.1$20.5 million, $18.9 million, and $0.8$19.4 million for the years ended December 31, 20152018, 2017, and 2014,2016, respectively.  As research and development costs relate to our Games segment which was acquired in 2014, there were no material research and development costs for the year ended December 31, 2013.





Income Taxes

Income tax expense includes U.S.

We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. In accordance with accounting guidance, our income taxes include amounts from domestic and international jurisdictions. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries; however, we could be subject to foreign withholding tax and U.S. state income taxes, plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be permanently invested. Since it is management’s practice and current intent to reinvest the earnings in the international operations oftaxes. The 2017 Tax Act also subjects our foreign subsidiaries, U.S. federal income taxes have not been provided onsubsidiary earnings to the undistributed earnings of any foreign subsidiaries except for GCA Macau.Global Intangible Low-Taxed Income (“GILTI”) tax provisions. Some items of income and expense are not reported in tax returns and the consolidated financial statementsour Financial Statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes.

Our deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in our Financial Statements or income tax returns. Deferred tax assets and liabilities are determined based upon differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on the income tax provision or benefit and deferred tax assets and liabilities for a change in rates is recognized in the Statements of Income (Loss) in the period that includes the enactment date.
When measuring deferred tax assets, certain estimates and assumptions are required to assess whether a valuation allowance should be established by evaluating both positive and negative factors in accordance with accounting guidance. This evaluation requires that we exercise judgment in determining the relative significance of each factor. The assessment of the valuation allowance involves significant estimates regarding future taxable income and when it is recognized, the amount and timing of taxable differences, the reversal of temporary differences and the implementation of tax-planning strategies. A valuation allowance is established based on the weight of available evidence, including both positive and negative indicators, if it is more likely than not that a portion, or all, of the deferred tax assets will not be realized. Greater weight is given to evidence that is objectively verifiable, most notably historical results. If we report a cumulative loss from continuing operations before income taxes for a reasonable period of time, this form of negative evidence is difficult to overcome. Therefore, we include certain aspects of our historical results in our forecasts of future taxable income, as we do not have the ability to solely rely on forecasted improvements in earnings to recover deferred tax assets. When we report a cumulative loss position, to the extent our results of operations improve, such that we have the ability to overcome the more likely than not accounting standard, we may be able to reverse the valuation allowance in the applicable period of determination. In addition, we rely on deferred tax liabilities in our assessment of the realizability of deferred tax assets if the temporary timing difference is anticipated to reverse in the same period and jurisdiction and the deferred tax liabilities are of the same character as the temporary differences giving rise to the deferred tax assets.
We also follow accounting guidance to account for uncertainty in income taxes as recognized in our Financial Statements. The accounting standard creates a single model to address uncertainty in income tax positions and prescribes the minimum recognition threshold a tax position is required to meet before being recognized in our Financial Statements. The standard also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Under this standard, we may recognize tax benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed.
Employee Benefits Plan

In connection with the acquisition of Everi Games Holding Inc., we merged the Everi Payments

The Company provides a 401(k) Plan (“Merged 401(k) Plan”) into the Everi Games Holding Inc. 401(k) Plan (“Surviving 401(k) Plan”), which was adopted for domestic employees of Everi Games and Everi Payments and their domestic subsidiaries. The Surving 401(k) Plan Participant investment elections were not mapped from the current provider as the Merged Plan assets were liquidated from their current investments and the proceeds were provided to the new provider. The Participant contributions were sent to the new provider into the Plan’s default fund until such time that a Participant made investment elections. The Surviving 401(k) Plan structure is similar to the Merged 401(k) Plan and allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. As a benefit to employees, we matchthe Company matches a percentage of these employee contributions (as defined in the plan document). Expenses related to the matching portion of the contributions to the 401(k) Plan were $1.3$2.2 million, $0.5$2.3 million, and $0.5$1.9 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively.

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Fair Values of Financial Instruments

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. 

The carrying amount of cash and cash equivalents, settlement receivables, short-term trade receivables,and other receivables, settlement liabilities, accounts payable and accrued expenses approximatesapproximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current


interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. As of December 31, 2018 and December 31, 2017, the fair value of notes receivable, net, approximated the carrying value due to contractual terms of trade and loans receivable generally being under 24 months. The fair value of our borrowings areis estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity, and similar instruments trading in more active markets.

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

    

 

 

2015

 

 

    

Level of

    

 

 

    

Outstanding

 

 

 

Hierarchy

 

Fair Value

 

Balance

 

Term loan

 

1

 

$

445,900

 

$

490,000

 

Senior secured notes

 

3

 

$

314,900

 

$

335,000

 

Senior unsecured notes

 

1

 

$

297,500

 

$

350,000

 

The senior secured notes wereestimated fair valuedvalue and outstanding balances of our borrowings are as follows (in thousands):

 
Level of
Hierarchy
 Fair Value 
Outstanding
Balance
December 31, 2018   
  
Term loan2 $784,479
 $807,700
Senior unsecured notes1 $354,863
 $375,000
December 31, 2017   
  
Term loan2 $826,099
 $815,900
Senior unsecured notes1 $372,656
 $375,000
The term loan facility was reported at fair value using a Level 32 input by evaluating the trading activities of similar debt instruments as there was no market activitywere quoted prices in markets that were not considered active as of December 31, 2015.2018 and December 31, 2017. The senior unsecured notes were syndicated in April 2015 and transitioned from level 3 to level 1 on thereported at fair value hierarchy.

Atusing a Level 1 input as there were quoted prices in markets that were considered active as of December 31, 2014, the fair value of our long-term debt was considered to approximate the carrying amount as our acquisition of Everi Games occurred on2018 and December 19, 2014, for which our long-term debt was incurred.

31, 2017.

Foreign Currency Translation

Foreign currency denominated assets and liabilities for those foreign entities for which the local currency is the functional currency are translated into U.S. dollars based on exchange rates prevailing at the end of each year. Revenues and expenses are translated at average exchange rates during the year. The effects of foreign exchange gains and losses arising from these translations are included as a component of other comprehensive income on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.. Translation adjustments on intercompany balances of a long-term investment nature are recorded as a component of Accumulated Other Comprehensive Incomeaccumulated other comprehensive loss on our Consolidated Balance Sheets.

Use of Estimates

We have made estimates and judgments affecting the amounts reported in these financial statements and the accompanying notes.notes in conformity with accounting principles generally accepted in the United States. The actual results may differ from these estimates. These accounting estimates incorporated into the consolidated financial statements include, but are not limited to:

·

the estimates and assumptions related to the preparation of the unaudited pro forma financial information contained herein;

·

the estimates and assumptions related to the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed related to any of our acquisitions;

·

the estimated reserve for warranty expense associated with our check warranty receivables;

·

the valuation and recognition of share based compensation;

·

the valuation allowance on our deferred income tax assets;

·

the estimated cash flows in assessing the recoverability of long lived assets;

·

the estimates of future operating performance, weighted average cost of capital (“WACC”) and growth rates as well

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as other factors used in our annual goodwill and assets impairment evaluations;

·

the renewal assumptions used for customer contracts to estimate the useful lives of such assets; and

·

the judgments used to determine the stages of development and costs eligible for capitalization as internally developed software.

Earnings Applicable to Common Stock

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock resulting from assumed stock option exercises and vesting of restricted stock unless it is antidilutive.

anti-dilutive. To the extent we report a net loss from continuing operations in a particular period, no potential dilution from the application of the treasury stock method would be applicable in accordance with ASC 260, Earnings per Share.

Share‑Based Compensation

Share-based payment awards resultcompensation is considered an equity award and results in a cost that is measured at fair value on the award’s grant date.

date of an award.

Our time-based stock options including our cliff vesting time-based awards, expected to be exercised currently, and in future periods, were measured at fair value on the grant date using the Black Scholes model. Our restricted stock awards expected to be vested currently, and restricted stock units, including the restricted stock units bound by certain performance-based metrics issued in future periods,2018, were measured at fair value based on the stock price on the grant date. The compensation expense is recognized on a straight-line basis over the vesting period of the awards.

Our market-based stock options willgranted in 2017 and 2016 under our 2014 Equity Incentive Plan (the “2014 Plan”) and 2012 Equity Incentive Plan (as amended, the “2012 Plan”) vest if our averageat a rate of 25% per year on each of the first four anniversaries of the grant date, provided that as of the vesting date for each vesting tranche, the closing price of the Company’s shares on the New York Stock Exchange is at least a specified price hurdle, defined as a 25% and 50% premium for 2017 and 2016, respectively, to the closing stock price in anyon the grant date. If the price hurdle is not met as of the vesting date for a vesting tranche, then the vested tranche shall vest and become vested shares on the last day of a period of 30 consecutive trading days meets certain target prices during a four year period that commenced onwhich the grant date of these options. If these target prices are not met duringclosing price is at least the four year period, the unvested shares underlying the options will terminate except if there is a change in control of the Company, as defined in the 2014 Equity Incentive Plan, in which case, the unvested shares underlying such options shall become fully vested on the effective date of such change in control transaction. price hurdle.


The market-based options were measured at fair value on the grant date using a lattice-based valuation model based on the median time horizon from the date of grant for these options to the vesting date for those paths that achieved the target threshold(s). The compensation expense is recognized on a straight-line basis over the median vesting periods calculated under such valuation model.

Forfeitures are estimated at the grant date for our time-based, market-based and market-basedperformance-based awards, with such estimates updated periodically; and with actual forfeitures recognized currently to the extent they differ from the estimates.

Unless otherwise provided by the administrator of our equity incentive plans, stock options granted under our plans generally expire ten years from the date of grant. In connection with our annual grant in 2015, certain market-based stock option awards were issued that expire seven years from the date of grant. The exercise price of stock options is generally the closing market price of our common stock on the date of the stock option grant.

Acquisition-Related Costs
We recognize a liability for acquisition-related costs when the expense is incurred. Acquisition-related costs include, but are not limited to: financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with due diligence, valuation, and integration; severance; and other related costs and adjustments.
Reclassification of Prior Year Balances

Reclassifications were made to the prior-period financial statementsFinancial Statements to conform to the current period presentation.

presentation, except for the adoption impact of the application of ASC 606 utilizing the modified retrospective transition method.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

In November 2015, the FASB issued Accounting Standards Update (“ASU”)  2015-17 Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and deferred tax liabilities be classified as noncurrent in the balance sheet. ASU No. 2015-17 is effective for the interim and annual periods beginning after December 15, 2016. Early adoption is permitted. During the fourth quarter of 2015, we elected to prospectively adopt this standard. The prior reporting period was not retrospectively adjusted. The adoption of this guidance had no impact on our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

In September 2015,March 2018, the FASB issued ASU No. 2015-16,2018-05, which provides guidance on business combinations. The ASU requires an acquirer recognize adjustments to estimated amounts that are identified duringaccounting for the measurement period in the

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reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other incometax effects if any, as a result of the change2017 Tax Act (pursuant to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We implemented this guidance during the current period as it impacted the final purchase price allocation adjustments associated with our acquisition of Multimedia Games Holdings Inc.

RecentSEC Staff Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASUBulletin No. 2016-02, which provides guidance on the accounting treatment of leases.  The ASU establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement.118). The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after,March 13, 2018. We have adopted this guidance in the beginningquarter ended March 31, 2018. In accordance with this guidance, some of the earliest comparative period presentedincome tax effects recorded in the financial statements, with certain practical expedients available. We are currently evaluating the impact2017 were provisional and insignificant adjustments were made during 2018. As of adopting this guidance onDecember 22, 2018, we completed our Consolidated Financial Statementsanalysis and disclosures included within Notes to the Consolidated Financial Statements.

In July 2015, the FASB issued ASU No. 2015-11, which provides guidance on the measurement of inventory value.  The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable valueour updated assessment is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The pronouncement is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to the Consolidated Financial Statements.

In April 2015, the FASB issued ASU No. 2015-03, which provides guidance to simplify the presentation of debt issuance costs.  These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The pronouncement is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years, and early adoption is permitted for financial statements that have not been previously issued. This guidance was further clarified in ASU No. 2015-15 which addressed the treatment of debt issuance costs related to line-of credit arrangements. It noted that as ASU No. 2015-03 did not provide guidance on debt issuance costs related to line-of credit arrangements, the SEC would not object to an entity deferring and presenting these specific debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We expect to adopt the guidance in ASU No. 2015-03 and 2015-15 to reclassify all debt issuance costs not associated with line-of-credit arrangements from other assets, non-current to contra-liabilities to long-term debt on our Consolidated Balance Sheets and related notes for the year ending December 31, 2016.

In January 2015, the FASB issued ASU No. 2015-01, which eliminates the requirement that an entity separately classify, present and disclose extraordinary events and transactions. The pronouncement is effective for annual periods ending after December 15, 2015. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We expect to implement this guidance for the year ended December 31, 2016 and do not anticipate the ASU to have a material2017 Tax Act has no further impact on our results of operationspreviously reported income tax provisions or financial condition.

In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertaintiesour deferred tax assets or liabilities; therefore, these amounts are no longer considered provisional in their financial statements. The pronouncement is effective for annual

nature.

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periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to the Consolidated Financial Statements.

In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We expect to implement this guidance for the year ended December 31, 2016 and do not anticipate the ASU to have a material impact on our results of operations or financial condition.

In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606 “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”.Recognition.” The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. ThisThe guidance in ASU 2014-9 was originally effective for interim and annual reporting periods beginning after December 15, 2016;  however,further updated by ASU 2016-08 in August 2015,March 2016, which provided clarification on the implementation of the principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2015-14,2016-10, which extendedprovides clarification on the effective dateimplementation of performance obligations and licensing in ASU 2014-9. In May 2016, the FASB issued ASU 2016-11, which amended guidance provided in two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force meeting over various topics relating to interim and annual periods beginning afterASU 606. In May 2016, the FASB issued ASU 2016-12, which clarified various topics in ASC 606. In December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period.2016, the FASB issued ASU 2016-20, which clarified additional topics in ASC 606. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. We adopted this guidance effective January 1, 2018 and have provided additional information with respect to the new revenue recognition topic elsewhere in this Note 2 disclosure and also in “Note 3 — Adoption of ASC 606, Revenue from Contracts with Customers.”

In May 2017, the FASB issued ASU No. 2017-09 to clarify which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. An entity is required to account for the effects of a modification unless all of the following conditions are met: (i) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or value using an alternative measurement method) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before


the original award is modified. We adopted this guidance in the quarter ended March 31, 2018. The adoption of this ASU did not have a material impact on our Financial Statements.
In January 2017, the FASB issued ASU No. 2017-01, which clarifies the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This guidance is to be applied using a prospective approach as of the beginning of the first period of adoption. We adopted this guidance in the quarter ended March 31, 2018. The adoption of this ASU did not have a material impact on our Financial Statements.
In October 2016, the FASB issued ASU No. 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. We adopted this guidance in the quarter ended March 31, 2018 using a retrospective approach to each period presented. The adoption of this ASU did not have a material impact on our Financial Statements.
In October 2016, the FASB issued ASU No. 2016-16, which provides updated guidance on the recognition of the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs, and this eliminates the exception for an intra-entity transfer of such assets. This guidance will be applied using a modified retrospective approach through a cumulative-effective adjustment directly to retained earnings as of the beginning of the period of adoption. We adopted this guidance in the quarter ended March 31, 2018. The adoption of this ASU did not have a material impact on our Financial Statements.
In August 2016, the FASB issued ASU No. 2016-15, which provides updated guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is to be applied using a retrospective approach. If it is impracticable to apply the amendments retrospectively for some of the issues within this ASU, the amendments for those issues would be applied prospectively as of the earliest date practicable. We adopted this guidance in the quarter ended March 31, 2018. The adoption of this ASU did not have a material impact on our Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, which, among other things, requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. We adopted this guidance in the quarter ended March 31, 2018. The adoption of this ASU did not have a material impact on our Financial Statements.
Recent Accounting Guidance Not Yet Adopted
In August 2018, the FASB issued ASU No. 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements; however, we do not expect the impact to be material.
In June 2018, the FASB issued ASU No. 2018-07, which expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this ASU to have a material impact on our Financial Statements.
In February 2018, the FASB issued ASU No. 2018-02, which provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material impact on our Financial Statements.
In June 2016, the FASB issued ASU No. 2016-13, which provides updated guidance on how an entity should measure credit losses on financial instruments. The new guidance replaces the current incurred loss measurement methodology with a lifetime expected loss measurement methodology, and is effective for fiscal years beginning after December 15, 2019, including interim periods


within those fiscal years. This guidance will be applied using a modified retrospective approach for the cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective and using a prospective approach for debt securities for which any other-than-temporary impairment had been recognized before the effective date. In November 2018, the FASB issued ASU No. 2018-19 to mitigate transition complexity by requiring entities other than public business entities to implement ASU No. 2016-13 for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. This aligns the implementation date for their annual financial statements with the implementation date for their interim financial statements. The guidance also clarified that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. We are currently evaluating the impact of adopting this guidance on our Financial Statements; however, we do not expect the impact to be material.
In February 2016, the FASB issued ASU No. 2016-02, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. We made an accounting policy election whereby leases that are 12 months or less that do not include an option to purchase the underlying assets will be accounted for similarly to our current operating leases; therefore, these arrangements will not be recorded on the balance sheet. For lessees, leases will be classified as either financing or operating with classification affecting the pattern of expense recognition in the income statement. For lessors, leases will be classified as operating, sales-type or direct financing with classification affecting the pattern of revenue and profit recognition in the income statement. In July 2018, the FASB issued ASU No. 2018-10 - Codification Improvements to Topic 842, Leases and ASU No. 2018-11 - Leases (Topic 842): Targeted Improvements. ASU No. 2018-10 affects narrow aspects of the guidance previously issued and ASU No. 2018-11 provides a practical expedient for lessors on separating components of a contract and also includes an additional optional transition relief methodology for adopting the new standard. In December 2018, the FASB issued ASU No. 2018-20 - Leases (Topic 842): Narrow-Scope Improvements for Lessors, which addresses the following issues facing lessors when applying the standard: sales taxes and other similar taxes collected from lessees, certain lessor costs paid directly by lessees, and recognition of variable payments for contracts with lease and non-lease components. The guidance requires an entity to adopt the new standard, as amended, under a modified retrospective application. With the optional transition relief methodology available, entities have an opportunity to adopt the new lease standard prospectively at the beginning of the period of adoption through a cumulative-effect adjustment, with certain practical expedients available.
On January 1, 2019, the Company adopted the new leasing standard promulgated by the FASB using the adoption date method. While we are finalizing the adoption procedures, we expect that the standard will have a material impact on our Balance Sheets, however, we do not expect that the standard will have a material impact on our Statements of Income (Loss). Upon adoption, we will record a ROU asset and disclosures includedlease liability, representing our obligation to make lease payments for operating leases, measured on a discounted basis. We expect the ROU assets and lease liabilities of operating leases recorded to be within the range of approximately 1%-2% of total assets. We elected the practical expedients offered in the aforementioned guidance, including the transition practical expedient that states that the Company need not reassess: (a) whether expired or existing contracts contain leases; (b) the lease classification of expired or existing leases; or (c) initial direct costs for any existing leases. Other expedients adopted include practical expedient that allows a Company, as an accounting policy election by class of underlying assets, choose not to separate non-lease components from lease components; and a short-term lease recognition exemption to not record short-term leases with an initial term of 12 months or less on the balance sheet.
As we are finalizing the adoption procedures, we expect the following impact to our Notesfinancial statements as summarized within the table below:
Lessor PerspectiveExpected Impact Upon Adoption
Games and FinTech SegmentsThe adoption of ASC 842 will not have a material impact on the Company from the lessor perspective as our lessor accounting for leases will be consistent with current practices.
Lessee PerspectiveExpected Impact Upon Adoption
Games and FinTech SegmentsWe will recognize operating lease ROU assets and liabilities primarily associated with real estate leases on our Balance Sheets for lease contracts with terms that are longer than 12 months with no material impact to the Statements of Income (Loss). The operating lease ROU assets and liabilities are expected to be recognized at the commencement date based on the present value of lease payments over the lease terms.
We do not anticipate that any other recently issued accounting guidance will have a significant effect on our consolidated financial statements.


3.    ADOPTION OF ASC 606, “REVENUE FROM CONTRACTS WITH CUSTOMERS”
Change in accounting policies
On January 1, 2018, we adopted ASC 606 using the modified retrospective method, which required us to evaluate whether any cumulative adjustment was required to be recorded to retained earnings (accumulated deficit) as a result of applying the provisions set forth under ASC 606 for any existing arrangements not yet completed as of the adoption date of January 1, 2018. We determined that there was an immaterial cumulative adjustment in the amount of approximately $4.4 million, which we recorded to accumulated deficit as of the adoption date as a result of applying the modified retrospective transition method. Revenues and costs related to certain contracts are recognized at a point in time under ASC 606 as the performance obligations related to certain types of sales are satisfied; whereas, previously these revenues and costs were recognized over a period of time under ASC 605. In addition, under the modified retrospective method, our prior period results were not recast to reflect the new revenue recognition standard. Except for the changes discussed with respect to revenue recognition, the impact of which is summarized in the tables below, we have consistently applied our accounting policies to the Consolidatedperiods presented in our Financial Statements.

3.

Balance Sheets and Statements of Cash Flows
The adoption of ASC 606 utilizing the modified retrospective transition method did not have a material impact to our Balance Sheets and Statements of Cash Flows as of and for the year ended December 31, 2018.
Games revenues
We previously reported certain costs incurred in connection with our WAP platform, consisting primarily of the jackpot expenses, as cost of revenues. Under ASC 606, such costs are reflected as reductions to gaming operations revenues on a net basis of presentation.
FinTech revenues
We previously reported costs and expenses related to our cash access services, which include commission expenses payable to casino operators, interchange fees payable to the network associations and processing, and related costs payable to other third party partners, as costs of revenues. As the result of our evaluation of the factors contained in ASC 605, we previously determined that the indicators requiring the gross reporting outweighed those for net reporting primarily due to the risk of loss. Under ASC 606, such costs are reflected as reductions to revenues on a net basis of presentation, since we determined that we do not control certain cash access services provided to a customer and, therefore, we are acting as an agent whose performance obligation is to arrange for the provision of these types of services. In addition, commission expenses payable to the gaming operators are determined to be consideration paid to customers under ASC 606.
The following table presents the impact of the application of ASC 606 utilizing the modified retrospective transition method to certain line items on our Statements of Income (Loss) for the year ended December 31, 2018 (in thousands): 



 Year Ended December 31, 2018
 As Reported Adjustments 
Without Adoption
of ASC 606
Revenues     
Games revenues     
Gaming operations$168,146
 $2,364
 $170,510
Games total revenues258,978
 2,364
 261,342
      
FinTech revenues 
  
  
Cash access services156,806
 629,641
 786,447
Equipment20,977
 (1,622) 19,355
FinTech total revenues210,537
 628,019
 838,556
      
Total revenues469,515
 630,383
 1,099,898
      
Costs and expenses 
  
  
Games cost of revenues(1)
 
  
  
Gaming operations17,603
 2,364
 19,967
Games total cost of revenues68,009
 2,364
 70,373
      
FinTech cost of revenues(1)
 
  
  
Cash access services9,717
 629,092
 638,809
Equipment12,601
 (825) 11,776
FinTech total cost of revenues26,428
 628,267
 654,695
      
Total costs and expenses383,702
 630,631
 1,014,333
      
Operating income85,813
 (248) 85,565
      
Income before income tax2,646
 (248) 2,398
      
Income tax benefit(9,710) 
 (9,710)
Net income12,356
 (248) 12,108
      
Comprehensive income10,611
 (248) 10,363
(1) Exclusive of depreciation and amortization.
4. BUSINESS COMBINATIONS

We account for business combinations in accordance with ASC 805, which requires that the identifiable assets acquired and liabilities assumed be recorded at their estimated fair values on the acquisition date separately from goodwill, which is the excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities. We include the results of operations of an acquired business as of the acquisition date.

NEWave, Inc.

In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc. (“NEWave”) for an aggregate purchase price of approximately $14.9 million, of which we estimated that approximately $2.5 million would be paid in the second quarter of 2015. On June 30, 2015, a final payment of $2.3 million was remitted. NEWave is a supplier of anti-money laundering compliance, audit and data efficiency software to the gaming industry. The NEWave acquisition did not have a material impact on our results of operations or financial condition.

We have not provided the supplemental pro forma impact of the NEWave acquisition on the revenue and earnings of the combined entity as if the acquisition date had been January 1, 2014, and the amount of revenue and earnings derived from NEWave have not been presented on a supplemental basis as such amounts are not material for the twelve months ended December 31, 2015 and 2014, respectively.

Everi Games Holding Inc.

On December 19, 2014, Holdings completed its acquisition of Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) (“Everi Games Holding”). Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Everi Games Holding, Merger Sub merged with and into Everi Games Holding, with Everi Games Holding continuing as the surviving corporation (the “Merger”). In the Merger, Everi Games

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Holding became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Everi Games, other than shares held by Holdings, Everi Games Holding, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest (“Merger Consideration”), together with the acceleration and full vesting of Everi Games Holding equity awards, (collectively, the “Total Merger Consideration”).

Everi Games designs, manufactures and supplies gaming machines and systems to commercial and Native American casino operators as well as select lottery operators and commercial bingo facility operators. Everi Games’ revenue is generated from the operation of gaming machines in revenue sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary game themes.

Our combination with Everi Games Holding creates a provider of Payments and Games solutions for our gaming establishment customers. The business combination provides us with: (a) growth opportunities, (b) enhanced scale, diversification and margins, and (c) the ability to increase profitability through cost synergies.

The total purchase consideration for Everi Games Holding was as follows (in thousands, except per share amounts):

Amount

Purchase consideration

Total purchase price for Everi Games common stock (29,948 shares at $36.50 per share)

$

1,093,105

Payment in respect to Everi Games outstanding equity awards

56,284

Total merger consideration

1,149,389

Repayments of Everi Games debt and other obligations

25,065

Less: Everi Games outstanding cash at acquisition date

(118,299)

Total purchase consideration

$

1,056,155

The Merger was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of which was deductible for tax purposes. The goodwill recognized is attributable primarily to the income potential from Everi Games penetrating into the Class III commercial casino market, the assembled workforce of Everi Games and expected synergies.

The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Multimedia’s assets acquired and liabilities assumed and resulting goodwill were subject to adjustment as the Company finalized its fair value analysis. The significant items for which a final fair value adjustment was applicable and included in the filing of this Annual Report on Form 10-K were most notably: accrued liabilities, the valuation and estimated useful lives of tangible and intangible assets and deferred income taxes. We completed our fair value determinations and recorded the final measurement period adjustments to goodwill during the fourth quarter of 2015 in accordance with the newly adopted guidance set forth in ASU No. 2015-16 with no material change in our fair value determinations; however, there were differences compared to those amounts at December 31, 2014. In accordance with this new guidance and the immaterial nature of the measurement period adjustments, the goodwill associated with the acquisition as shown in this Note 3 section did not change from the amounts disclosed in our 2014 Annual Report on Form 10-K.

We analyzed our inventory and fixed asset groups in conjunction with a review of our accrual amounts recorded in connection with the original purchase price allocation estimates. The nature of the identified inventory and undeployed fixed assets were gaming machines and related equipment with no future use that should not have been allocated any value in the original purchase price allocation. The final measurement period adjustments to goodwill were approximately $0.9 million, comprised of $1.1 million related to tangible assets and accrued liabilities and $0.2 million associated with deferred income taxes, partially offset by approximately $0.4 million associated with the tax effect of these measurement period adjustments. We determined the final measurement period adjustments to be immaterial on both a quantitative and a qualitative basis.

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The information below reflects the purchase price allocation (in thousands):

Amount

Purchase price allocation

Current assets

$

68,548

Property, equipment and leasehold improvements, net

87,283

Goodwill

669,542

Other intangible assets, net

403,300

Other receivables, non-current

5,030

Other assets, long-term

3,392

Deferred tax asset, non-current

22,287

Total assets

1,259,382

Current liabilities

44,291

Deferred tax liability, non-current

158,418

Other accrued expenses and liabilities

518

Total liabilities

203,227

Net assets acquired

$

1,056,155

Trade receivables acquired of $24.7 million were considered to be collectible and therefore the carrying amounts were considered to approximate fair value. Inventory acquired of $16.5 million was fair valued based on model-based valuationsacquisitions for which inputs and value drivers were observable.

The following table summarizes acquired tangible assets (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Useful Life

 

Estimated

 

 

    

(years)

    

Fair Value

  

Property, equipment and leased assets

 

 

 

 

 

 

 

 

Gaming equipment

 

2

-

4

 

$

78,201

 

Leasehold and building improvements

 

Lease Term

 

 

2,105

 

Machinery and equipment

 

3

-

5

 

 

4,126

 

Other

 

2

-

7

 

 

2,851

 

Total property, equipment and leased assets

 

 

 

 

 

$

87,283

 

The fair value of property, equipment and leased assets was determined using the cost approach as the primary approach for valuing the majority of the personal property. The market approach was used to estimate the value of vehicles. The income approach was used to quantify any economic obsolescence that may be present in the personal property. No economic obsolescence adjustments were made to the personal property, as the business enterprise valuation indicated sufficient cash flows to support the values established through the cost and market approaches.

The following table summarizes acquired intangible assets (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Useful Life

 

Estimated

 

 

    

(years)

    

Fair Value

 

Other intangible assets

 

 

 

 

 

 

 

 

Tradenames and trademarks

 

3

-

7

 

$

14,800

 

Computer software

 

3

-

5

 

 

3,755

 

Developed technology

 

2

-

6

 

 

139,645

 

Customer relationships

 

8

-

12

 

 

231,100

 

Contract rights

 

1

-

7

 

 

14,000

 

Total other intangible assets

 

 

 

 

 

$

403,300

 

The fair values of trade names and trademarks and developed technology were determined by applying the income approach utilizing the relief from royalty methodology. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology. The fair value of contract rights was considered

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to approximate the carrying amount based on contractual obligations associated with these other intangible assets. The discount rates utilized to estimate the fair value of these other intangible assets ranged from 10.0% to 11.0%.

Everi Payments and Everi Games Holding had different fiscal year ends. Accordingly, the unaudited pro forma combined statements of income for the year ended December 31, 2014 combined historical Everi Consolidated Statements of Income and Comprehensive Income for its year ended December 31, 2014 with historical Everi Games Holding Consolidated Statements of Operations for its year ended September 30, 2014, giving effect to the Merger as if it had occurred on January 1, 2013. The unaudited pro forma combined statements of income for the year ended December 31, 2013 combined historical Everi Consolidated Statements of Income and Comprehensive Income for its year ended December 31, 2013 with historical Everi Games Consolidated Statements of Operations for its year ended September 30, 2013, giving effect to the Merger as if it had occurred on January 1, 2013.

The unaudited pro forma combined financial information does not purport to represent the results of operations of Everi that would have actually resulted had the Merger been completed as of the dates indicated, nor should the information be taken as indicative of the future results of operations or financial position of the combined company. The unaudited pro forma combined financial statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of scale that Everi may achieve with respect to the combined operations of Everi and Everi Games Holding. The unaudited pro forma amounts include the historical operating results of the Company and Everi Games Holding prior to the Merger, with adjustments directly attributable to the Merger. The unaudited pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and the step-up in basis associated with tangible assets acquired and increases to interest expense, related to debt issued to fund the Merger. Also reflected in the year ended December 31, 2014 are adjustments for the impact of acquisition-related costs and other cost as a result of the Merger of $27.4 million. There were no acquisition-related costs incurred for the year ended December 31, 2013. All adjustments utilized an effective federal statutory tax rate of 35.0%.

The following table reflects selected financial data from the unaudited pro forma consolidated financial information assuming the Merger occurred as of January 1, 2013 (in thousands): 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2014

    

2013

 

Unaudited pro forma results of operations (in thousands, except per share amounts)

 

 

 

 

 

 

 

Revenues

 

$

800,732

 

$

771,810

 

Net (loss)

 

 

(5,083)

 

 

(7,003)

 

Basic loss per share

 

 

(0.08)

 

 

(0.11)

 

Diluted loss per share

 

 

(0.08)

 

 

(0.10)

 

The financial results for Everi Games Holding included in our Consolidated Statements of Income and Comprehensive Income since the acquisition date of December 19, 2014 reflected revenues of approximately $7.4 million and net loss of approximately $3.0 million, including acquisition-related costs of $1.3 million.

During the years ended December 31, 20152018, 2017, and 2014, we expensed approximately $2.7 and $10.7 million, respectively, of costs related to the acquisition of Everi Games for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses and are included in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income within Operating Expenses. These costs do not include any costs related to additional site consolidation or rationalization that we might consider following the closing of the Merger.

Resort Advantage, LLC

2016.



In August 2015, we acquired certain assets of Resort Advantage, LLC (“Resort Advantage”) for an aggregate purchase price of approximately $14.0 million, of which we estimated that approximately $4.7 million would be paid under the provisions of the agreement over a period of 40 months. Resort Advantage is, a supplier of comprehensive and integrated solutions for complete Financial Crimes Enforcement Network (“FinCEN”) and IRSInternal Revenue Service regulatory compliance to the gaming industry.industry, for an aggregate purchase price of approximately $13.3 million, of which we estimated that approximately $4.7 million (the “earn out liability”) would be paid under the provisions of the agreement over a period of 40 months (the “payout period”) based upon an evaluation over a period of 36 months (the “earn out period”) following the closing of the transaction. Upon expiration of the earn out period in August 2018, we analyzed the remaining earn out liability of approximately $0.8 million and determined that approximately $0.6 million would not be realized; therefore, we reversed that amount into income. We continued to record approximately $0.2 million in remaining earn out liability to potentially be paid under the provisions of the agreement during the first quarter of 2019. The Resort Advantage acquisition did not have a material impact on our results of operations or financial condition.

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5. FUNDING AGREEMENTS

Commercial Cash Arrangements

We have not provided the supplemental pro forma impact of the Resort Advantage acquisition on the revenue and earnings of the combined entity as if the acquisition date had been January 1, 2014, and the amount of revenue and earnings derived from Resort Advantage have not been presented on a supplemental basis as such amounts are not material for the twelve months ended December 31, 2015 and 2014, respectively.

4. ATM FUNDING AGREEMENTS

Contract Cash Solutions Agreement

Our Contract Cash Solutions Agreementcommercial arrangements with Wells Fargo Bank, N.A. (“Wells Fargo”) allows us to use funds owned by Wells Fargothird party vendors to provide the currency neededcash for normal operating requirements forcertain of our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on either the average daily balance of funds utilized multiplied by a contractually defined cash usage rate or the amounts supplied multiplied by a contractually defined cash usage rate. These cash usage fees, reflected as interest expense within the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income,, were $2.3$7.0 million, $2.3$4.9 million, and $2.2$3.1 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively. We are exposed to interest rate risk to the extent that the applicable London Interbank Offered Rate (“LIBOR”) increases.

rates increase.


Under this agreement, allthese agreements, the currency supplied by Wells Fargo remains thethird party vendors remain their sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable which is recorded on a net basis.funds are dispensed. As these funds are not our assets, supplied cash is not reflected on the Consolidatedin our Balance Sheets. The outstanding balances of ATM cash utilized by us from Wells Fargothe third parties were $364.5approximately $224.7 million and $396.3$289.8 million as of December 31, 20152018 and 2014,2017, respectively.

In November 2014, we amended


Our primary commercial arrangement, the Contract Cash Solutions Agreement, to extend the term one year until November 30, 2015.

In June 2015, weas amended, the Contract Cash Solutions Agreement to decreasewith Wells Fargo provides us with cash in the maximum amount of cash$300 million with the ability to be provided to us from $500.0increase the amount by $75 million to $425.0 million and to extendover a 5-day period for holidays, such as the period around New Year’s Day. The term of the agreement from November 30, 2015 toexpires on June 30, 2018. 

2021 and will auto renew for additional one-year periods unless either party provides a 90-day written notice of its intent not to renew.

We are responsible for any losses of cash in the ATMs under this agreement and we self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended December 31, 20152018, 2017, and 2014.

2016.

Site‑Funded ATMs

We operate ATMs at certain customer gaming establishments where the gaming establishment provides the cash required for the ATM operational needs. We are required to reimburse the customer for the amount of cash dispensed from these Site-Fundedsite-funded ATMs. The Site-Fundedsite-funded ATM liability is included within “Settlement liabilities”settlement liabilities in the accompanying Consolidated Balance Sheets and was $84.9$249.6 million and $69.3$210.8 million as of December 31, 20152018 and 2014,2017, respectively.

5.

Everi-Funded ATMs
We enter into agreements with customers for certain of our Canadian ATMs whereby we provide the cash required to operate the ATMs. We supplied approximately $4.8 million and $6.9 million of our cash for these ATMs at December 31, 2018 and 2017, respectively, which represents an outstanding balance under such agreements at the end of the period. Such amounts are reported within settlement receivables line of our Balance Sheets.
Prefunded Cash Access Agreements
Due to certain regulatory requirements, some international gaming establishments require prefunding of cash to cover all outstanding settlement amounts in order for us to provide cash access services to their properties. We enter into agreements with these operators for which we supply our cash access services for their properties. Under these agreements, we maintain sole discretion to either continue or cease operations as well as discretion over the amounts prefunded to the properties and may request amounts to be refunded to us, with appropriate notice to the operator, at any time. The initial prefunded amounts and subsequent amounts from the settlement of transactions are deposited into a bank account that is to be used exclusively for cash access services, and we maintain the right to monitor all transaction activity in that account. The total amount of prefunded cash outstanding was approximately $6.1 million and $8.4 million at December 31, 2018 and 2017, respectively, and is included in prepaid expenses and other assets in our Balance Sheets.



6. TRADE AND OTHER RECEIVABLES


Trade receivables represent short-term credit granted to customers for which collateral isas well as long-term loans receivable on our games, equipment, and compliance products. Trade and loans receivables generally do not required.require collateral. The balance of trade and loans receivables consists of outstanding balances owed to us by gaming establishmentsestablishments. Other receivables include income tax receivables and casino patrons. other miscellaneous receivables.
The balance of trade and other receivables consisted of the following (in thousands):

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

 

 

 

 

 

 

 

 

Trade receivables, net

 

 

 

 

 

 

Games trade receivables

$

38,064

 

$

28,270

 

Payments trade receivables

 

14,318

 

 

9,427

 

Total trade receivables, net

$

52,382

 

$

37,697

 

A significant portion

  At December 31,
  2018 2017
Trade and other receivables, net  
  
Games trade and loans receivables $53,011
 $38,070
FinTech trade and loans receivables 18,890
 10,780
Other receivables 1,333
 1,570
Total trade and other receivables, net $73,234

$50,420
Non-current portion of receivables    
Games trade and loans receivables (2,922) (1,267)
FinTech trade and loans receivables(1)
 (5,925) (1,371)
Total non-current portion of receivables $(8,847) $(2,638)
Total trade and other receivables, current portion $64,387

$47,782
(1) In connection with the adoption of ASC 606 utilizing the modified retrospective transition method, we recorded an immaterial cumulative adjustment with respect to certain amounts that had been previously deferred under the then existing revenue recognition guidance as of December 31, 2017 that required recognition under ASC 606 as of the balanceeffective date of the allowance for doubtful accounts for trade receivables is from warranty receivables. On a monthly basis,adoption in accumulated deficit.

At least quarterly, we evaluate the collectability of the outstanding balances and establish a reserve for the

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face amount of the expected losses on theseour receivables. The allowance for doubtful accounts for trade receivables was approximately $6.4 million and $4.7 million as of December 31, 2018 and 2017, respectively, and included approximately $3.2 million and $2.7 million of check warranty expense associated with this reservereserves, respectively. The provision for doubtful customer accounts receivable is generally included within cost of revenues (exclusive of depreciation and amortization)operating expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

.

A summary activity of the reserve for check warranty losses is as follows (in thousands):

Amount

Balance, December 31, 2012

$

6,908

Warranty expense provision

7,874

Charge offs against reserve

(12,005)

Balance, December 31, 2013

$

2,777

Warranty expense provision

9,029

Charge offs against reserve

(9,022)

Balance, December 31, 2014

$

2,784

Warranty expense provision

9,263

Charge offs against reserve

(9,074)

Balance, December 31, 2015

$

2,973

While the reserve for warranty losses comprises the majority of the Company’s total allowance for trade receivables, the Company had bad debt expense of $0.9 million during the year ended December 31, 2015. The amount expensed for other charge-offs during the year ended December 31, 2014 was not material. As of December 31, 2015, the Company had $0.9 million reserves exclusive of the warranty reserve. The combined balance of other reserves was not material as of December 31, 2014.

6. OTHER RECEIVABLES

Other receivables include the balance of notes and loans receivable on our games and fully integrated kiosk products, development agreements, which are generated from reimbursable amounts advanced to tribal customers generally used by the customer to build, expand or renovate its facility, and an agreement with Bee Caves Games, Inc. (“Bee Caves Games”) in July 2014, under which the Company agreed to make a loan pursuant to a secured promissory note in the amount of $4.5 million. In association with the promissory note, the Company received warrants to purchase Bee Caves Games common stock, and recorded a discount to the note for the fair value of the warrants received. The warrants are included in the balance of other assets, non-current.  The note, which bears interest at 7%, requires interest only payments for the first 24 months followed by repayments of principal and interest in 48 equal monthly installments.

Other receivables also include income taxes receivable and other miscellaneous receivables. The balance of other receivables consisted of the following (in thousands):

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

 

Other receivables

 

 

 

 

 

 

Notes and loans receivable, net of discount of $699 and $853, respectively

$

9,930

 

$

13,939

 

Federal and state income tax receivable

 

421

 

 

15,092

 

Other

 

1,232

 

 

706

 

Total other receivables

 

11,583

 

 

29,737

 

Less: Notes and loans receivable, non-current

 

6,655

 

 

9,184

 

Total other receivables, current portion

$

4,928

 

$

20,553

 

86


 Amount
Balance, December 31, 2015$2,973
Warranty expense provision8,694
Charge-offs against reserve(8,972)
Balance, December 31, 20162,695
Warranty expense provision9,418
Charge-offs against reserve(9,404)
Balance, December 31, 20172,709
Warranty expense provision9,819
Charge-offs against reserve(9,366)
Balance, December 31, 2018$3,162

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7. PREPAID AND OTHER ASSETS

Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs, restricted cash and other assets.  The short-term portion of these assets is included in prepaid and other assets and the long-term portion is included in other assets, non-current. 

The balance of prepaid and other assets, current consisted of the following (in thousands):

INVENTORY

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

 

Prepaid expenses and other assets

 

 

 

 

 

 

Prepaid expenses

$

8,255

 

$

7,163

 

Deposits

 

8,946

 

 

8,781

 

Other

 

3,571

 

 

3,044

 

Total prepaid expenses and other assets

$

20,772

 

$

18,988

 

The balance of other assets, non-current consisted of the following (in thousands):

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

    

Other assets, non-current

 

 

 

 

 

 

Debt issuance costs

$

24,599

 

$

41,109

 

Prepaid expenses and deposits, non-current

 

4,521

 

 

3,956

 

Other

 

5,934

 

 

5,878

 

Total other assets, non-current

$

35,054

 

$

50,943

 

8. INVENTORY

Our inventory primarily consists of component parts as well as work-in-progress and finished goods and work-in-progress.goods. The cost of inventory includes cost of materials, labor, overhead and freight. The inventory is stated at the lower of cost or marketnet realizable value and accounted for using the firstFIFO method.

There was no material impairment of our inventory for the years ended December 31, 2018 and 2017.
We recorded an immaterial impairment charge of approximately $1.8 million in first out method.

our Games segment for the year ended December 31, 2018 to reduce the carrying value of certain component parts to their fair values. The adjustment was included in operating expenses in our Statements of Income (Loss).

Inventory consisted of the following (in thousands):

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

 

Inventory

 

 

 

 

 

 

Raw materials and component parts, net of reserves of $912 and $22, respectively

$

23,663

 

$

21,151

 

Work in progress

 

1,495

 

 

803

 

Finished goods

 

3,580

 

 

5,209

 

Total inventory

$

28,738

 

$

27,163

 

87


  At December 31,
  2018 2017
Inventory  
  
Component parts, net of reserves of $1,468 and $1,327 at December 31, 2018 and December 31, 2017, respectively $23,197
 $18,782
Work-in-progress 280
 985
Finished goods 926
 4,200
Total inventory $24,403

$23,967
8. PREPAID AND OTHER ASSETS
Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs on our New Revolving Credit Facility (defined herein), restricted cash and other assets. The current portion of these assets is included in prepaid and other assets and the non-current portion is included in other assets, both of which are contained within our Balance Sheets.
The balance of the current portion of prepaid and other assets consisted of the following (in thousands):

Table

  At December 31,
  2018 2017
Prepaid expenses and other assets  
  
Deposits $8,241
 $9,003
Prepaid expenses 8,351
 6,426
Other 3,667
 5,241
Total prepaid expenses and other assets $20,259

$20,670

The balance of Contents

the non-current portion of other assets consisted of the following (in thousands):

  At December 31,
  2018 2017
Other assets  
  
Prepaid expenses and deposits $5,289
 $4,103
Debt issuance costs of revolving credit facility 654
 849
Other 309
 2,657
Total other assets $6,252

$7,609




9. PROPERTY, EQUIPMENT AND LEASED ASSETS

Property, equipment and leased assets consist of the following (amounts in(in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

At December 31, 2014

 

 

 

Useful Life

 

 

 

 

Accumulated

 

Net Book

 

 

 

Accumulated

 

Net Book

 

 

   

(Years)

    

  Cost  

    

Depreciation

    

Value

    

Cost

    

Depreciation

    

Value

 

Property, equipment and leased assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental pool - deployed

 

2

-

4

 

$

91,743

 

$

29,993

 

$

61,750

 

$

70,295

 

$

876

 

$

69,419

 

Rental pool - undeployed

 

2

-

4

 

 

11,950

 

 

3,361

 

 

8,589

 

 

10,562

 

 

151

 

 

10,411

 

ATM equipment

 

 

5

 

 

 

20,601

 

 

12,885

 

 

7,716

 

 

23,572

 

 

16,544

 

 

7,028

 

Leasehold and building improvements

 

Lease Term

 

 

7,564

 

 

2,038

 

 

5,526

 

 

6,289

 

 

895

 

 

5,394

 

Cash advance equipment

 

 

3

 

 

 

7,662

 

 

2,711

 

 

4,951

 

 

3,372

 

 

1,873

 

 

1,499

 

Machinery, office and other equipment

 

2

-

5

 

 

32,313

 

 

14,537

 

 

17,776

 

 

21,405

 

 

9,071

 

 

12,334

 

Total

 

 

 

 

 

$

171,833

 

$

65,525

 

$

106,308

 

$

135,495

 

$

29,410

 

$

106,085

 

    At December 31, 2018 At December 31, 2017
  Useful Life
(Years)
 Cost 
Accumulated
Depreciation
 
Net Book
Value
 Cost 
Accumulated
Depreciation
 
Net Book
Value
Property, equipment and
   leased assets
              
Rental pool - deployed 2-4 $183,309
 $105,038
 $78,271
 $162,319
 $80,895
 $81,424
Rental pool - undeployed 2-4 23,825
 14,680
 9,145
 17,366
 9,374
 7,992
FinTech equipment 3-5 27,285
 21,000
 6,285
 25,907
 18,654
 7,253
Leasehold and building
   improvements
 Lease
Term
 11,857
 6,938
 4,919
 10,981
 5,211
 5,770
Machinery, office and other
   equipment
 2-5 46,322
 28,654
 17,668
 35,167
 24,087
 11,080
Total   $292,598

$176,310

$116,288

$251,740

$138,221

$113,519
Depreciation expense related to other property, equipment and leased assets totaled approximately $45.6$61.2 million, $8.7$47.3 million, and $7.4$50.0 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively. In connection with our fourth quarter 2015 annual financial statement review, we determined that certain
There was no material impairment of our gaming fixed assets either: (a) had economic lives that were no longer supportable and shortened given approximately one year of experience with the Games segment that resulted in an accelerated depreciation charge of approximately $2.6 million in the current period; or (b) were fully impaired as there was little to no movement in the portfolio with recent shipments having been returned and no future deployment anticipated that resulted in an accelerated depreciation charge of approximately $1.0 million in the current period. Our property, equipment and leased assets were not impaired for the years ended December 31, 20142018 and 2013.

In connection with the sale2017.

We recorded an immaterial impairment charge of certain assets related toapproximately $0.8 million in our PokerTek products duringGames segment for the year ended December 31, 2015 for a purchase price2018 to reduce the carrying value of $5.4 million, we recorded a gain of approximately $3.9 million, whichcertain leased assets to their fair values. The adjustment was included in operating expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

.

10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations.

In accordance with ASC 350, we test goodwill at the reporting unit level, which in certain cases may be a component of anare identified as operating segment,segments or one level below, for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Goodwill Testing

In performing

We test for impairment annually on a reporting unit basis, at the 2015beginning of our fourth fiscal quarter, or more often under certain circumstances. The annual impairment test is completed using either: a qualitative “Step 0” assessment based on reviewing relevant events and circumstances; or a quantitative “Step 1” assessment, which determines the fair value of the reporting unit, using both an income approach that discounts future cash flows based on the estimated future results of our reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists.
Goodwill Testing
In performing our annual goodwill impairment tests, we utilizedutilize the two-step approach prescribed under ASC 350. The first step“Step 1” required a comparison of the carrying valueamount of each reporting unit to its estimated fair value. To estimate the fair value of our reporting units for Step 1,“Step 1”, we used a combination of thean income valuation approach and thea market valuation approach. The income approach is based on a discounted cash flow (“DCF”) analysis. This method involves estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value, using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of significant judgment, including, but not limited to: appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The forecastedprojected cash flows are based on our most recent annual budget and projected years beyond. Our budgets and forecastedprojected cash flows are based on estimated future growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted average cost of capital (“WACC”)WACC of market participants relative to each respective reporting unit. The market approach considers comparable market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”).

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If the carrying amount of a reporting unit exceeds its estimated fair value, we are required to perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill tounit is less than its carrying amount. The implied fair value of goodwill is derivedamount, an impairment charge equal to the amount by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this implied fair value is belowwhich the carrying amount of goodwill an impairment charge is recorded.

Key assumptions used in estimatingfor the reporting unit exceeds the fair value underof that goodwill is recorded in accordance with ASC 350.



We had approximately $640.5 million and $640.6 million of goodwill on our Balance Sheets as of December 31, 2018 and 2017, respectively, resulting from acquisitions of other businesses.
In connection with our annual goodwill impairment testing process for 2018 and 2017, we determined that no impairment adjustments were necessary. The fair value exceeded the discounted cash flow approach included a discount rate of: (a) 11.0%carrying amount for each of the Games, Cash Access Services, Kiosk Sales and Services, Central Credit Services and Compliance Sales and Services reporting units for 2018 and 2017.  
In connection with our annual goodwill impairment testing process 2016, we determined that impairment adjustments were necessary. The fair value exceeded the carrying amount for each of the Cash Advance, ATM,  CheckAccess Services, Kiosk Sales and Services, Central Credit Services and Central CreditCompliance Sales and Services reporting units; (b) 10.0%units, while Games reporting unit had a goodwill impairment of $146.3 million for 2016. The impairment recorded in 2016 was primarily based upon limited growth and capital expenditure constraints in the gaming industry, consolidation and increased competition in the gaming manufacturing space, stock market volatility, global and domestic economic uncertainty, and lower than forecasted operating profits and cash flows. Based on these indicators, we revised our estimates and assumptions for the Games reporting unit; (c) 12.5% for the Kiosk Salesunit.
Management performs its annual forecasting process, which, among other factors, includes reviewing recent historical results, company-specific variables and Services reporting unit; and (d) 16.0%, for the Compliance reporting unit. In addition, projected compound average revenue growth rates of approximately (3.3)% to 14.0% and terminal value growth rates of approximately (1.0)% to 3.1% were usedindustry trends. This process is generally completed in the analyses. fourth quarter and considered in conjunction with the annual goodwill impairment evaluation. ‎ 
The discounted cash flow analyses forannual evaluation of goodwill requires the use of estimates about future operating results of each reporting unit to determine its estimated fair value. Changes in forecasted operations can materially affect these estimates, which could materially affect our reporting units included estimated future cash inflows from operations and estimated future cash outflows for capital expenditures.

Key assumptions used in estimating fair value under the market approach were based on observed market multiplesresults of enterprise value to revenue and EBITDA for both comparable publicly traded companies and recent merger and acquisition transactions involving similar companies to estimate appropriate controlling basis multiples to apply to each of the reporting units. Based on the multiples implied by this market data, we selected multiples of revenue of approximately 0.9 to 10.6 times and multiples of EBITDA of 5.0 to 8.7 times.

operations. The estimateestimates of fair value requiresrequire significant judgment. Wejudgment and are based our fair value estimates on assumptions that we believedetermined to be reasonable; buthowever, that are unpredictable and inherently uncertain, including:including, estimates of future growth rates, operating margins, and assumptions about the overall economic climate as well as the competitive environment for our reporting units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill testing as of the time of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, we may be required to record goodwill impairment charges in future periods, whether in connection with our next annual impairment testing, or earlier, if an indicator of an impairment is present prior to our next annual evaluation.

We conduct our annual impairment test for our

Our reporting units duringare identified as operating segments or one level below. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our segment management to ascertain the fourth quarter of eachresources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. Our reporting period.  

In connection with our annual goodwill impairment testing process for 2015, we determined that ourunits included: Games, reporting unit did not pass the step one testCash Access Services, Kiosk Sales and therefore we were required to conduct a step two analysis to determine the amount of impairment which was approximately $75 million for the year ended December 31, 2015. This conclusion was primarily based upon limited growthServices, Central Credit Services, and capital expenditure constraints in the gaming industry, consolidationCompliance Sales and increased competition in the gaming manufacturing space, stock market volatility, global and domestic economic uncertainty, and lower than expected operating profits and cash flows in 2015. Based on these indicators, we revised our estimates and assumptions for the Games reporting unit, which resulted in a goodwill impairment charge.

Our goodwill was not impaired for the years ended December 31, 2014 and 2013 based upon the results of our testing.

Services.

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The changes in the carrying amount of goodwill are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Cash
Advance

    

ATM

    

Check
Services

    

Games

    

Other

    

Total

 

Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

$

100,880

 

$

33,051

 

$

23,281

 

$

 —

 

$

22,872

 

$

180,084

 

Goodwill acquired during the year

 

 

 —

 

 

 —

 

 

 —

 

 

669,452

 

 

8,439

 

 

677,891

 

Foreign translation adjustment

 

 

(62)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(62)

 

Balance, December 31, 2014

 

$

100,818

 

$

33,051

 

$

23,281

 

$

669,452

 

$

31,311

 

$

857,913

 

Goodwill acquired during the year

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

6,117

 

 

6,117

 

Goodwill impairment

 

 

 —

 

 

 —

 

 

 —

 

 

(75,008)

 

 

 —

 

 

(75,008)

 

Foreign translation adjustment

 

 

(115)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(115)

 

Other*

 

 

 —

 

 

 —

 

 

 —

 

 

896

 

 

 —

 

 

896

 

Balance, December 31, 2015

 

$

100,703

 

$

33,051

 

$

23,281

 

$

595,340

 

$

37,428

 

$

789,803

 

*Includes the final 2015 measurement period adjustments associated with the acquisition of our Games business in late 2014.

  Games Cash Access Services Kiosk Sales and Services Central Credit Services Compliance Sales and Services Total
Goodwill  
  
  
  
  
  
Balance, December 31, 2016 $449,041
 $157,055
 $5,745
 $17,127
 $11,578
 $640,546
Foreign translation adjustment 
 43
 
 
 
 43
Balance, December 31, 2017 $449,041

$157,098

$5,745

$17,127

$11,578

$640,589
Foreign translation adjustment 
 (52) 
 
 
 (52)
Balance, December 31, 2018 $449,041

$157,046

$5,745

$17,127

$11,578

$640,537
Other Intangible Assets

Other intangible assets consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

At December 31, 2014

 

 

Useful Life

 

 

 

 

Accumulated

 

Net Book

 

 

 

 

Accumulated

 

Net Book

 

    

(years)

    

Cost

    

Amortization

    

Value

    

Cost

    

Amortization

    

Value

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract rights under development and placement fee agreements

 

1

-

7

 

$

16,453

 

$

7,612

 

$

8,841

 

$

14,000

 

$

301

 

$

13,699

Customer contracts

 

7

-

14

 

 

50,177

 

 

34,755

 

 

15,422

 

 

43,938

 

 

29,931

 

 

14,007

Customer relationships

 

8

-

12

 

 

231,100

 

 

21,723

 

 

209,377

 

 

231,100

 

 

733

 

 

230,367

Developed technology and software

 

1

-

6

 

 

197,658

 

 

63,591

 

 

134,067

 

 

174,417

 

 

14,604

 

 

159,813

Patents, trademarks and other

 

1

-

17

 

 

28,240

 

 

13,485

 

 

14,755

 

 

27,856

 

 

8,957

 

 

18,899

Total

 

 

 

 

 

$

523,628

 

$

141,166

 

$

382,462

 

$

491,311

 

$

54,526

 

$

436,785

    At December 31, 2018 At December 31, 2017
  
Weighted Average
Remaining
Life
(Years)
 Cost 
Accumulated
Amortization
 
Net Book
Value
 Cost 
Accumulated
Amortization
 
Net Book
Value
Other intangible assets              
Contract rights under
   placement fee agreements
 4 $57,440
 $12,178
 $45,262
 $57,231
 $3,910
 $53,321
Customer contracts 6 51,175
 46,162
 5,013
 51,175
 43,638
 7,537
Customer relationships 8 231,100
 84,619
 146,481
 231,100
 63,653
 167,447
Developed technology and
   software
 2 277,243
 190,886
 86,357
 249,064
 158,919
 90,145
Patents, trademarks and other 4 29,168
 24,884
 4,284
 29,046
 23,185
 5,861
Total   $646,126

$358,729

$287,397

$617,616

$293,305

$324,311
 Amortization expense related to other intangible assets totaled approximately $65.2 million, $69.5 million, and $94.6 million for the years ended December 31, 2018, 2017, and 2016, respectively. We capitalized $33.3 million, $29.4 million, and $24.2 million of internal software development costs for the years ended December 31, 2018, 2017, and 2016, respectively.
On a quarterly basis, we evaluate our other intangible assets for potential impairment as part of our quarterly review process. There was no material impairment identified for any of our other intangible assets for the years ended December 31, 20152018, 2017, and 2013. For the year ended December 31, 2014, our online payment processing intangible assets were identified for further testing. We determined that these definite-lived intangible assets were potentially impaired primarily due to a combination of the following factors: (a) legislative constraints at the state and federal level; (b) significant changes in management; and (c) lower than anticipated operating results.

These definite-lived intangible assets were evaluated using an undiscounted cash flow approach to determine if an impairment existed.  As impairment was indicated based on the undiscounted cash flow approach, we discounted the cash flows and applied probability factors to calculate the resulting fair values and compared to the existing carrying value to determine the amount of impairment. 2016.

The amount of impairment was approximately $3.1 million leaving a revised cost basis of $1.6 million and a remaining life of three years at December 31, 2014. This amount was recorded in Operating Expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. These assets have been valued using level 3 fair value inputs.

Amortization expense related to other intangible assets totaled approximately $85.5 million, $14.2 million and $9.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. We capitalized and placed into service $6.1 million, $8.2 million and $5.1 million of software development costs for the years ended December 31, 2015, 2014 and 2013, respectively.

The total net book value of amortizable intangible assets was approximately $382.5 million at December 31, 2015. The total net book value of amortizable intangible assets was approximately $436.8 million at December 31, 2014. The

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anticipated amortization expense related to other intangible assets, assuming no subsequent impairment of the underlying assets, is as follows (in thousands):

 

 

 

 

 

 

    

Amount

 

Anticipated amortization expense(1)

 

 

 

 

2016

 

$

95,077

 

2017

 

 

53,775

 

2018

 

 

40,479

 

2019

 

 

37,923

 

2020

 

 

35,748

 

Thereafter

 

 

110,119

 

Total

 

$

373,121

 


Anticipated amortization expenseAmount
2019$64,380
202052,168
202141,440
202233,473
202320,241
Thereafter50,316
Total(1)
$262,018



(1)

For the year ended December 31, 2015,2018, the Company had $9.3$25.4 million in other intangible assets which had not yet been placed into service.

We enter into development and placement fee agreements to provide financing for newsecure a long-term revenue share percentage and a fixed number of player terminal placements in a gaming facilities or for the expansion or improvement of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to us, whilefacility. The funding under placement fee agreements is not reimbursed. In return for the fees under these agreements, each facility dedicates a percentage of its floor space, or an agreed upon unit count, for the placement of our EGMselectronic gaming machines (“EGMs”) over the term of the agreement, generally from 12 to 83 months, and we receive a fixed percentage or flat fee of those machines’ hold per day. Certain of the agreements contain EGM performance standards that could allow the respective facility to reduce a portion of our guaranteed floor space.

In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The development agreements typically provide for a portion of the amounts retained by each facility for its share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable which are included as part of other receivables current and non-current in the Consolidated Balance Sheets.    

Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the facility. In the past we have, and in the future, we may, by mutual agreement, amend these agreements to reduce our floor space at the facilities. Any proceeds received for the reduction of floor space isare first applied against the intangible asset for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.

During the year ended December 31, 2015,

In July 2017, we paid approximately $2.8 million toentered into a placement fee agreement with a customer for certain of its locations for approximately $49.1 million, net of $10.1 million of unamortized fees related to superseded contracts. We paid approximately $22.7 million and $13.3 million in Oklahomaplacement fees to extendthis customer for the placementyears ended December 31, 2018 and 2017, respectively. The payments made in 2018 included approximately $2.1 million of nearly 300 units for an additional term of up to 60 months.

imputed interest.

11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table presents our accounts payable and accrued expenses (amounts in thousands):

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

2015

    

2014

 

Accounts payable and accrued expenses

 

 

 

 

 

 

Trade accounts payable

$

67,139

 

$

48,962

 

Accrued interest

 

73

 

 

3,387

 

Payroll and related expenses

 

8,565

 

 

10,889

 

Deferred and unearned revenues

 

10,836

 

 

8,016

 

Cash access processing and related expenses

 

4,662

 

 

4,414

 

Accrued taxes

 

1,654

 

 

3,195

 

Other

 

8,583

 

 

25,805

 

Total accounts payable and accrued expenses

$

101,512

 

$

104,668

 

 

 

 

 

 

 

 

91


  At December 31,
  2018 2017
Accounts payable and accrued expenses    
Trade accounts payable $70,796
 $59,435
Placement fees(1)
 16,746
 22,328
Payroll and related expenses 15,055
 14,178
Deferred and unearned revenues 12,887
 10,450
Other 6,303
 11,303
Cash access processing and related expenses 4,160
 8,932
Accrued taxes 1,917
 2,112
Accrued interest 1,374
 5,766
Total accounts payable and accrued expenses $129,238

$134,504

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(1)The total outstanding balance of the placement fee liability was approximately $16.7 million and $39.1 million as of December 31, 2018 and 2017, respectively. The placement fee liability was considered current portion due to the remaining obligation being due within twelve months of December 31, 2018. The remaining non-current placement fees of approximately $16.8 million as of December 31, 2017 were included in other accrued expenses and liabilities in our Balance Sheets.








12. LONG-TERM DEBT

The following table summarizes our indebtedness (in thousands):

 

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

 

2015

    

2014

 

 

Long-term debt

 

 

 

 

 

 

 

Senior secured term loan

$

490,000

 

$

500,000

 

 

Senior secured notes

 

335,000

 

 

350,000

 

 

Senior unsecured notes

 

350,000

 

 

350,000

 

 

Total debt

 

1,175,000

 

 

1,200,000

 

 

Less: debt issuance costs and warrant discount

 

(11,421)

 

 

(11,213)

 

 

Total debt after discount

 

1,163,579

 

 

1,188,787

 

 

Less: current portion of long-term debt

 

(10,000)

 

 

(10,000)

 

 

Long-term debt, less current portion

$

1,153,579

 

$

1,178,787

 

 

In connection with the Merger, we refinanced all of our indebtedness outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.

Credit Facilities

In December 2014,

  At December 31,
  2018 2017
Long-term debt    
Senior secured term loan $807,700
 $815,900
Senior unsecured notes 375,000
 375,000
Total debt 1,182,700

1,190,900
Debt issuance costs and discount (19,484) (23,057)
Total debt after debt issuance costs and discount 1,163,216

1,167,843
Current portion of long-term debt (8,200) (8,200)
Long-term debt, less current portion $1,155,016

$1,159,643
Refinancings
On May 9, 2017 (the “Closing Date”), Everi Payments, as borrower, and Holdings entered into a credit agreement amongwith the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender, letter of credit issuer, sole lead arranger and sole book manager (amended as described below, the “New Credit Agreement”). The New Credit Agreement provides for: (i) a $35.0 million, five-year senior secured revolving credit facility (the “New Revolving Credit Facility”); and (ii) an $820.0 million, seven-year senior secured term loan facility (the “New Term Loan Facility,” and together with the New Revolving Credit Facility, the “New Credit Facilities”). The fees associated with the New Credit Facilities included discounts of approximately $4.1 million and debt issuance costs of approximately $15.5 million. All borrowings under the New Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of defaults and the accuracy of representations and warranties.
The proceeds from the New Term Loan Facility incurred on the Closing Date were used to: (i) refinance: (a) Everi Payments, Holdings,Payments’ existing credit facility with an outstanding balance of approximately $462.3 million with Bank of America, N.A., as administrative agent, collateral agent, swing line lender and letter of credit issuer;issuer, Deutsche Bank Securities Inc., as syndication agent;agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as joint lead arrangers and joint book managers (the “Prior Credit Facility”); and (b) Everi Payments’ 7.25% Senior Secured Notes due 2021 in the aggregate original principal amount of $335.0 million (the “Refinanced Secured Notes”); and (ii) pay related transaction fees and expenses.
In connection with the refinancing, we recorded a non-cash charge of approximately $14.6 million during the second quarter of 2017 related to the unamortized deferred financing fees and discounts related to the extinguished term loan under the Prior Credit Facility and the redeemed Refinanced Secured Notes. No prepayment penalties were incurred.
On November 13, 2017 (the “Repricing Closing Date”), we entered into an amendment to the New Credit Agreement (the “First Amendment”) which, governsamong other things, reduced the Credit Facilities (the “Credit Agreement”). The Credit Facilities consistinterest rate on the approximately $818.0 million then-outstanding balance of the $500.0 millionNew Term Loan that matures in 2020 andFacility; however, it did not change the $50.0 millionmaturity dates for the New Term Loan Facility or the New Revolving Credit Facility that maturesor the financial covenants or other debt repayments terms set forth in 2019.  Thethe New Credit Agreement. We incurred approximately $3.0 million of debt issuance costs and fees associated with the repricing of the New Term Loan Facility.
On May 17, 2018, we entered into a Second Amendment (the “Second Amendment”) to the New Credit Facilities included discountsAgreement, which reduced the interest rate on the $813.9 million outstanding balance of the senior secured term loan under the Credit Agreement by 50 basis points to LIBOR + 3.00% from LIBOR + 3.50% with the LIBOR floor unchanged at 1.00%. The senior secured term loan under the Credit Agreement will be subject to a prepayment premium of 1.00% of the principal amount repaid for any voluntary prepayment or mandatory prepayment with proceeds of debt that has a lower effective yield than the repriced term loan or any amendment to the repriced term loan that reduces the interest rate thereon, in each case, to the extent occurring within six months of the effective date of the Second Amendment. The maturity date for the Credit Agreement remains May 9, 2024, and no changes were made to the financial covenants or other debt repayment terms. We incurred approximately $7.5$1.3 million andof debt issuance costs and fees associated with the repricing of approximately $13.9 million. All borrowings under the New Term Loan Facility.
New Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default and compliance with representations and warranties.

We are required to repay the



The New Term Loan in an amount equal to 0.50% per quarterFacility matures seven years after the Closing Date and the New Revolving Credit Facility matures five years after the Closing Date. The New Revolving Credit Facility is available for general corporate purposes, including permitted acquisitions, working capital and the issuance of the initial aggregate principal with the final principal repayment installment on the maturity date. Interest is due in arrears each March, June, September and December and at the maturity date; however, interest may be remitted within one to three monthsletters of such dates.

The Term Loan had an applicable interest rate of 6.25% as of December 31, 2015 and December 31, 2014.

credit.

The interest rate per annum applicable to loans under the New Revolving Credit Facility is, at ourEveri Payments’ option, the base rate or LIBORthe Eurodollar Rate (defined to be the London Interbank Offered Rate or a comparable or successor rate) (the “Eurodollar Rate”) plus, in each case, an applicable margin. The interest rate per annum applicable to the New Term Loan Facility also is, also, at ourEveri Payments’ option, the base rate or LIBORthe Eurodollar Rate plus, in each case, an applicable margin. LIBOR will beThe Eurodollar Rate is reset at the beginning of each selected interest period based on the LIBOR rateEurodollar Rate then in effect; provided that, with respect toif the Revolving Credit Facility, if LIBOREurodollar Rate is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a)of: (i) the prime lending rate announced by the administrative agent, (b)agent; (ii) the federal funds effective rate from time to time plus 0.50%,; and (c) LIBOR(iii) the Eurodollar Rate (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. ThePrior to the effectiveness of the First Amendment on the Repricing Closing Date, the applicable margins of 4.75% and 5.25% for both the New Revolving Credit Facility and the New Term Loan respectively, are subject to adjustment basedFacility were: (i) 4.50% in respect of Eurodollar Rate loans and (ii) 3.50% in respect of base rate loans. The applicable margins for the New Term Loan Facility from and after the effectiveness of the First Amendment on our consolidated secured leverage ratio.

the Repricing Closing Date through the effectiveness of the Second Amendment were: (i) 3.50% in respect of Eurodollar Rate loans and (ii) 2.50% in respect of base rate loans. The applicable margins for the New Term Loan Facility from and after the effectiveness of the Second Amendment are: (i) 3.00% in respect of Eurodollar Rate loans and (ii) 2.00% in respect of base rate loans.

Voluntary prepayments of the Term Loanterm loan and the Revolving Credit Facilityrevolving loans and voluntary reductions in the unused commitments are permitted in whole, or in part, in minimum amounts as set forth in the New Credit Agreement governing the New Credit Facilities, with prior notice, buthowever, without premium or penalty.

penalty, except that certain refinancings of the term loans within six months after the Repricing Closing Date will be subject to a prepayment premium of 1.00% of the principal amount repaid.

Subject to certain exceptions, the obligations under the New Credit Facilities are secured by substantially all of the present and aftersubsequently acquired assets of each of Everi Payments, Holdings and the subsidiary guarantors (the “Collateral”)party thereto including: (a)(i) a

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perfected first priority pledge of all the capital stock of Everi Payments and each domestic direct, wholly owned material restricted subsidiary held by Holdings, Everi Payments or any such subsidiary guarantor; and (b)(ii) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, Everi Payments, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the New Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Everi Games and its material domestic subsidiaries.

guarantors.

The New Credit Agreement governing the New Credit Facilities contains certain covenants that, among other things, limit Holdings’ ability, and the ability of certain of its subsidiaries, to incur additional indebtedness;indebtedness, sell assets or consolidate or merge with or into other companies;companies, pay dividends or repurchase or redeem capital stock;stock, make certain investments;investments, issue capital stock of subsidiaries;subsidiaries, incur liens;liens, prepay, redeem or repurchase subordinated debt;debt, and enter into certain types of transactions with ourits affiliates. The New Credit Agreement governing the New Credit Facilities also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio. At December 31, 2018, our consolidated secured leverage ratio was 3.28 to 1.00, with a maximum allowable ratio of 4.75 to 1.00. Our maximum consolidated secured leverage will be reduced to 4.50 to 1.00 as wellof December 31, 2019, 4.25 to 1.00 as an annual excess cash flow payment requirement.

of December 31, 2020, and 4.00 to 1.00 as of December 31, 2021 and each December 31 thereafter.

We were in compliance with the covenants and terms of the New Credit Facilities as of December 31, 2018.
Events of default under the New Credit Agreement governing the New Credit Facilities include customary events such as a cross-default provision with respect to other material debt (which includes the Refinanced Secured Notes and the Unsecured Notes).debt. In addition, an event of default will occur if Holdings undergoes a change of control. This is defined to include the case where Holdings ceases to own 100% of the equity interests of Everi Payments, or where any person or group acquires a percentage of the economic or voting interests of Holdings’ capital stock of 35% or more (determined on a fully diluted basis), or where a majority.
We are required to repay the New Term Loan Facility in an amount equal to 0.25% per quarter of the board of directors of Everi Payments ceases to consist of persons who are directors of Holdingsinitial aggregate principal, with the final principal repayment installment on the closingmaturity date. Interest is due in arrears on each interest payment date applicable thereto and at such other times as may be specified in the New Credit Agreement. As to any loan other than a base rate loan, the interest payment dates shall be the last day of each interest period applicable to such loan and the Credit Facilities or other directors whose nominationmaturity date (provided, however, that if any interest period for electiona Eurodollar Rate loan exceeds three months, the respective dates that fall every three months after the beginning of such interest period shall also be interest payment dates). As to any base rate loan, the boardinterest payment dates shall be last business day of directorseach March, June, September and December and the maturity date.


For the year ended December 31, 2018, the New Term Loan Facility had an applicable weighted average interest rate of Holdings was recommended by a majority of the then continuing directors.

5.17%.

At December 31, 2015,2018, we had approximately $490.0$807.7 million of borrowings outstanding under the New Term Loan Facility and $50.0no borrowings outstanding under the New Revolving Credit Facility. We had $35.0 million of additional borrowing availability under the New Revolving Credit Facility based upon borrowing base calculations as of such date.  We were in compliance with the terms of the Credit Facilities as of December 31, 2015.

We expect that our cash provided by operating activities will be sufficient for our operating and debt servicing needs during the next 12 months. If not, we have sufficient borrowings available under our Credit Facilities to meet additional funding requirements. We monitor the financial strength of our lenders on an ongoing basis using publicly-available information. Based upon that information, we believe there is not a likelihood that any of our lenders might not be able to honor their commitments under the Credit Agreement.

2018.

Refinanced Senior Secured Notes and Refinance of Senior
In connection with entering into the New Credit Agreement, on May 9, 2017, Everi Payments redeemed in full all outstanding Refinanced Secured Notes

In December 2014, we issued $350.0 million in the aggregate principal amount of 7.75% Secured Notes due 2021. The fees associated with$335.0 million plus accrued and unpaid interest. As a result of the Secured Notes included debt issuance costsredemption, the Company recorded non-cash charges in the amount of approximately $13.6 million. The Secured Notes$1.7 million, which consisted of unamortized deferred financing fees of $0.2 million and discounts of $1.5 million, which were acquired by the initial purchasers pursuant to the terms of a purchase agreement. Under the terms of the purchase agreement, during a one year period following the closing and upon prior notice from the initial purchasers, the Company was required to use commercially reasonable efforts to aid the purchasersincluded in the resale of the Secured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein. Alternatively, we had the ability to redeem the Secured Notes from the initial purchasers without penalty. On April 15, 2015, the Company entered into the Note Purchase Agreement, among Everi Payments, the Purchaser, and the Collateral Agent, and issued $335.0total $14.6 million in aggregate principal amount of the 7.25% Refinanced Secured Notes due 2021 to the Purchaser in a private offering. With the proceeds from the issuance of the Refinanced Secured Notes, we redeemed, in full, the Company’s then outstanding Secured Notes from the initial purchasers in accordance with the terms of the indenture governing the Secured Notes. In connection with the issuance of the Refinanced Secured Notes during the second quarter of 2015, we expensed $13.0 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the redeemed Senior Secured Notes that were outstanding prior to the refinance transaction.

In connection with the issuance of the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement, the Company issued the Warrant to the Purchaser. The Warrant expires on the sixth anniversary of the date of

non-cash charge.

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issuance. The number of shares issuable pursuant to the Warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events. The Warrant was valued at $2.2 million using a modified Black-Scholes model and was accounted for as a debt discount.

Interest is due quarterly in arrears each January, April, July and October.

We were in compliance with the terms of the Refinanced Secured Notes as of December 31, 2015.

Senior Unsecured Notes

In December 2014, we issued $350.0 million in aggregate principal amount of 10.0% Senior Unsecured Notes due 2022.2022 (the “2014 Unsecured Notes”) under an indenture (as supplemented, the “2014 Notes Indenture”), dated December 19, 2014, between Everi Payments (as successor issuer), and Deutsche Bank Trust Company Americas, as trustee. The fees associated with the 2014 Unsecured Notes included original issue discounts of approximately $3.8 million and debt issuance costs of approximately $14.0 million.

In December 2015, we completed an exchange offer in which all of the unregistered 2014 Unsecured Notes were exchanged for a like amount of 2014 Unsecured Notes that had been registered under the Securities Act.

In December 2017, we issued $375.0 million in aggregate principal amount of 7.50% Senior Unsecured Notes due 2025 (the “2017 Unsecured Notes”) under an indenture (the “2017 Notes Indenture”), dated December 5, 2017, among Everi Payments (as issuer), Holdings and certain of its direct and indirect domestic subsidiaries as guarantors, and Deutsche Bank Trust Company Americas, as trustee. Interest on the 2017 Unsecured Notes accrues at a rate of 7.50% per annum and is duepayable semi-annually in arrears on each JanuaryJune 15 and July.

December 15, commencing on June 15, 2018. The 2017 Unsecured Notes were acquired bywill mature on December 15, 2025. We incurred approximately $6.1 million of debt issuance costs and fees associated with the initial purchasers pursuantrefinancing of our 2017 Unsecured Notes.

On December 5, 2017, together with the issuance of the 2017 Unsecured Notes, Everi Payments satisfied and discharged the 2014 Notes Indenture relating to the terms2014 Unsecured Notes. To effect the satisfaction and discharge, Everi Payments issued an unconditional notice of a purchase agreement. Underredemption to Deutsche Bank Trust Company Americas, as trustee, of the redemption in full on January 15, 2018 (the “Redemption Date”) of all outstanding 2014 Unsecured Notes under the terms of the purchase agreement, during a one-year period following2014 Notes Indenture. In addition, using the closing and upon prior noticeproceeds from the initial purchasers, the Company was required to use commercially reasonable efforts to aid the purchasers in the resalesale of the 2017 Unsecured Notes and cash on hand, Everi Payments irrevocably deposited with the trustee funds sufficient to pay the redemption price of the 2014 Unsecured Notes of 107.5% of the principal amount thereof, plus accrued and unpaid interest to, but not including, by preparingthe Redemption Date (the “Redemption Price”), and irrevocably instructed the trustee to apply the deposited money toward payment of the Redemption Price for the 2014 Unsecured Notes on the Redemption Date. Upon the trustee’s receipt of such funds and instructions, along with an updated offering memorandumofficer’s certificate of Everi Payments and participating in reasonable marketing efforts including road shows,an opinion of counsel certifying and opining that all conditions under the 2014 Notes Indenture to the extent required therein.satisfaction and discharge of the 2014 Notes Indenture had been satisfied, the 2014 Notes Indenture was satisfied and discharged, and all of the obligations of Everi Payments and the guarantors under the 2014 Notes Indenture ceased to be of further effect, as of December 5, 2017 (subject to certain exceptions). The 2014 Unsecured Notes were resold bythereafter redeemed on the initial purchasers to third parties in the second quarter of 2015.

Redemption Date.

In connection with the issuance of the 2017 Unsecured Notes and the Company entered intoredemption of the 2014 Unsecured Notes, we incurred a registration rights agreement pursuant$37.2 million loss on extinguishment of debt consisting of a $26.3 million make-whole premium related to which the Company agreed,satisfaction and redemption of the 2014 Unsecured Notes and approximately $10.9 million for the benefitwrite-off of the initial holders of the Unsecured Notes, to file with the SEC,related unamortized debt issuance costs and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes with terms identical to the Unsecured Notes. On October 23, 2015, we filed a registration statement on Form S-4 with the SEC in accordance with the registration rights agreement outlining our offer to exchange the Unsecured Notes for identical notes without transfer restrictions. The registration statement was declared effective on November 3, 2015, and the exchange offer for the Unsecured Notes was completed on December 4, 2015 with 100% percent participation.

fees.

We were in compliance with the terms of the 2017 Unsecured Notes as of December 31, 2015.

2018.



Principal Repayments

The maturities of our borrowings at December 31, 20152018 are as follows (in thousands):

 

 

 

 

 

 

    

Amount

 

Maturities of borrowings

 

 

 

 

2016

 

$

10,000

 

2017

 

 

10,000

 

2018

 

 

10,000

 

2019

 

 

10,000

 

2020

 

 

450,000

 

Thereafter

 

 

685,000

 

Total

 

$

1,175,000

 

94


 Amount
Maturities of borrowings 
2019$8,200
20208,200
20218,200
20228,200
20238,200
Thereafter1,141,700
Total$1,182,700

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13. COMMITMENTS AND CONTINGENCIES

Placement Fee Arrangements
In July 2017, we extended the term of our then-existing placement fee agreement to 6 years and 11 months with our largest customer in Oklahoma. Under the terms of the agreement, we will pay approximately $5.6 million per quarter in placement fees, inclusive of imputed interest, beginning in January 2018 and ending in July 2019. We paid approximately $22.7 million and $13.3 million in placement fees to this customer for the years ended December 31, 2018 and 2017, respectively. The payments made in 2018 included approximately $2.1 million of imputed interest.
Lease Obligations

We lease office facilities and operating equipment under cancelable and non‑cancelablenon-cancelable agreements. Total rent expense was approximately $5.5$7.8 million, $1.9$6.8 million, and $1.8$6.8 million for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively.

In October 2012, we entered into

We have a long‑term lease agreement related to office space for our corporate headquarters located in Las Vegas, Nevada which we occupiedthat expires in the first half of 2013.

April 2023.

In September 2014, the long-term lease agreement for office space in Austin, Texas was extended through MarchJune 2021.

We also have leased facilities in Chicago, Illinois and Reno, Nevada, which support the design, production and expansion of our gaming content. The long-term lease agreement for our Chicago facilities commenced in November 2015 and expires in June 2023. The long-term lease agreement for our Reno facilities commenced in February 2016 and expires in May 2021.
As of December 31, 2015,2018, the minimum aggregate rental commitment under all non‑cancelable operating leases were as follows (in thousands):

 

 

 

 

 

 

    

Amount

 

Minimum aggregate rental commitments

 

 

 

 

2016

 

$

4,410

 

2017

 

 

4,171

 

2018

 

 

4,064

 

2019

 

 

4,064

 

2020

 

 

3,925

 

Thereafter

 

 

5,900

 

Total

 

$

26,534

 

 Amount
Minimum aggregate rental commitments 
2019$5,570
20205,680
20214,598
20222,799
20231,074
Thereafter
Total$19,721
Litigation Claims and Assessments

Everi Games Holding Shareholder Litigation

Putative shareholders of Everi Games Holding filed suits in the United States District Court for the Western District of Texas (the “Texas Federal Action”) and the District Court of Travis County, Texas (the “Texas State Court Action”) alleging that the directors of Everi Games Holding breached their fiduciary duties in connection with the Merger. The complaints further alleged that Everi Holdings and its formerly wholly-owned merger subsidiary, Merger Sub, aided and abetted those purported breaches of fiduciary duty.

The parties agreed to settle all claims asserted in the Texas Federal Action. Everi Games Holding agreed to make certain additional disclosures in its proxy statement related to the Merger, and made those disclosures in a Current Report on Form 8-K filed on November 21, 2014. In addition, the defendants agreed not to oppose plaintiffs’ application for an attorneys’ fee award of up to $310,000. The court in the Texas Federal Action approved the settlement, awarded attorneys’ fees of $310,000, and entered judgment. The deadline to file any appeal from the judgment has expired and no appeal has been filed.

The judgment in the Texas Federal Action includes a release of the claims asserted in the Texas State Court Action. The Texas State Court Action has been dismissed with prejudice.

Alabama Litigation

The Company is currently involved in one lawsuit related to Everi Games Holding’s former charity bingo operations in the State of Alabama, which we believe is not material from a damages perspective. The lawsuit is currently pending in federal court and includes claims related to the alleged illegality of electronic charity bingo in the State of Alabama.

Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Everi Games Holding and other manufacturers were added as

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defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that Everi Games participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs' motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.

We are also subject to other claims and suits that arise from time to time in the ordinary course of business. We do not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our financial position, liquidity, or results of operations.



14. SHAREHOLDERS’ EQUITY

Preferred Stock.Our amended and restated certificate of incorporation, as amended, allows our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges and relative participating, optional, or special rights as well as the qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. As of December 31, 20152018 and 2014,2017, we had no shares of preferred stock outstanding.

Common Stock.Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of Everi, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of December 31, 20152018 and 2014,2017, we had 90,877,27395,099,532 and 90,405,45093,119,988 shares of common stock issued, respectively.

Common Stock Repurchase Program.  There were no share repurchases for the year ended December 31, 2015. Our most recent share repurchase program commenced in the first quarter of 2013 and expired at the end of the fourth quarter of 2014, wherein we repurchased approximately 1.5 million shares of common stock for cash of approximately $11.7 million under the share repurchase program for the year ended December 31, 2014.

Treasury Stock. Employees may direct us to withhold vested shares of restricted stock to satisfy the minimum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards 32,61717,552 and 55,50215,457 shares of common stock at an aggregate purchase price of $0.2 million and $0.5$0.1 million for the years ended December 31, 20152018 and 2014, respectively,2017 to satisfy the minimum applicable tax withholding obligations related to the vesting of such restricted stock awards.

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15. WEIGHTED AVERAGE SHARES OF COMMON STOCK

The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

    

2015

    

2014

    

2013

 

Weighted average shares

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

65,854

 

65,780

 

66,014

 

Potential dilution from equity grants(1)

 

 —

 

1,083

 

1,191

 

Weighted average number of common shares outstanding - diluted

 

65,854

 

66,863

 

67,205

 


  At December 31,
  2018 2017 2016
Weighted average shares      
Weighted average number of common shares outstanding - basic 69,464
 66,816
 66,050
     Potential dilution from equity awards(1)

 4,332
 
 
Weighted average number of common shares outstanding - diluted(1)
 73,796
 66,816
 66,050

(1)

The Company was in a net loss position for the year ended December 31, 2015, and therefore, potential dilution from the application of the treasury stock method was not applicable. The potential dilution excludes the weighted average effect of equity awards to acquire 7.6 million and 5.9purchase approximately 7.5 million shares of our common stock atfor the year ended December 31, 2014 and 2013, respectively,2018, as the application of the treasury stock method, as required, makes them anti‑dilutive.

anti-dilutive. The Company was in a net loss position for the years ended December 31, 2017 and 2016; therefore, no potential dilution from the application of the treasury stock method was applicable. Equity awards to purchase approximately 16.0 million and 15.7 million shares of common stock for the years ended December 31, 2017 and 2016, respectively, were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive.

16. SHARE‑BASED COMPENSATION

Equity Incentive Awards

Our 2014 Equity Incentive Plan (the “2014(as amended and restated effective May 23, 2017, the “Amended and Restated 2014 Plan”) isand our 2012 Equity Incentive Plan (as amended, the “2012 Plan”) are used to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and to promote the success of our business. The 2014 Plan superseded the then current 2005 Stock Incentive Plan (the “2005 Plan”). The 2014 Plan isOur equity incentive plans are administered by the Compensation Committee of our Board of Directors, which has the authority to select individuals who are to receive options or other equity incentive awards and to specify the terms and conditions of grants of options or other equity incentivesuch awards, including, but not limited to the vesting provisions the term and the exercise price.

prices.



Generally, we grant the following award types: (a) time-based options,options; (b) cliff-vestingmarket-based options; (c) time-based options, (c) market-based options,restricted stock; and (d) restricted stock.   Thesestock units (“RSUs”) with either time- or performance-based criteria.
A summary of award activity is as follows (in thousands): 
  
Stock Options
Granted
 Restricted Stock Awards Granted Restricted Stock Units Granted
Outstanding, December 31, 2017 19,131
 74
 
Granted 20
 
 1,877
Exercised options or vested shares (1,980) (66) 
Cancelled or forfeited (1,497) 
 (80)
Outstanding, December 31, 2018 15,674

8
 1,797
There were approximately 3.6 million awards have varying vesting provisionsof our common stock available for future equity grants, both under the Amended and expiration periods. ForRestated 2014 Plan and the year ended2012 Plan as of December 31, 2015, we granted time-based options and market-based options.  

2018.

Stock Options
Our time-based stock options granted under our equity plans generally vest at a rate of 25% per year on each of the first four anniversaries of the option grant dates and the options expire after a ten-year period. We estimate forfeiture amounts based on historical patterns.
Our market-based options granted in 2017 and 2016 under our 2014 Plan and 2012 Plan vest at a rate of 25% per year on each of the first four yearly anniversaries of the option grant dates.date, provided that as of the vesting date for each vesting tranche, the closing price of the Company’s shares on the New York Stock Exchange is at least a specified price hurdle, defined as a 25% and 50% premium for 2017 and 2016, respectively, to the closing stock price on the grant date. If the price hurdle is not met as of the vesting date for a vesting tranche, then the vested tranche shall vest and become vested shares on the last day of a period of 30 consecutive trading days during which the closing price is at least the price hurdle. These options expire after a ten-year period.

Our

There were no market-based stock optionsoption awards granted underduring the 2014 Plan vest if our average stock price in any period of 30 consecutive trading days meets certain target prices during a four-year period that commenced on the date of grant for these options.  If these target prices are not met during such four-year period, the unvested shares underlying the options will terminate; however, upon the Participant’s termination of Service, if the Participant’s Service is terminated by the Company without Cause within ten days prior to, or within 18 months after, the date a Change in Control is consummated, the unvested options granted would become fully vested.  These options expire after a seven-year period.

A summary of award activity is as follows (in thousands):

 

 

 

 

 

 

 

    

Stock Options

    

Restricted Stock

 

 

 

Granted

 

Granted

 

Outstanding, December 31, 2014

 

13,626

 

440

 

Additional authorized shares

 

 —

 

 —

 

Granted

 

6,512

 

 —

 

Exercised options or vested shares

 

(343)

 

(128)

 

Canceled or forfeited

 

(2,355)

 

(2)

 

Outstanding, December 31, 2015

 

17,440

 

310

 

year ended December 31, 2018.

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Table of Contents

The maximum number of shares available for future equity awards under the 2014 Plan is approximately 6.6 million sharesfair values of our common stock. There are no shares available for future equity awards under the 2005 Plan.

Stock Options

The fair value ofstandard time-based options waswere determined as of the date of grant using the Black‑ScholesBlack-Scholes option pricing model with the following weighted‑average assumptions:

 

 

 

 

 

 

 

 

 

 

Year ended

 

 

 

December 31,

 

 

    

2015

    

2014

    

2013

 

Risk-free interest rate

 

1

%  

1

%  

1

%

Expected life of options (in years)

 

4

 

4

 

4

 

Expected volatility

 

43

%  

54

%  

61

%

Expected dividend yield

 

0

%  

0

%  

0

%

  Year Ended December 31,
  2018 2017 2016
Risk-free interest rate 3% 2% 1%
Expected life of options (in years) 6
 6
 5
Expected volatility 53% 54% 51%
Expected dividend yield 
 
 
The fair valuevalues of our cliff vesting time-basedmarket-based options granted in the second quarter of 2014 waswere determined using the Black Scholes option pricing model as of the date of grant. For the five year cliff vesting time-based options, the assumptions were: (a) risk-free interest rate of 2%; (b) expected term of five years; (c) expected volatility of 52%; and (d) no expected dividend yield. For the six year cliff vesting time-based options, the assumptions were: (a) risk-free interest rate of 2%; (b) expected term of six years; (c) expected volatility of 58%; and (d) no expected dividend yield.

The fair value of our market-based options was determinedgrant using a lattice-based option valuation model as ofwith the date of grant. For the market-based options issued during 2015, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 47%; and (d) no expected dividend yield. For the market-based options issued in the second quarter 2014, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 52%; and (d) no expected dividend yield. For the market-based options issued in the first quarter 2014, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 51%; and (d) no expected dividend yield.

The fair value of the converted options related to the Merger was recalculated upon consummation of the acquisition and it was determined that the original fair value approximated the value upon conversion and was still applicable and will continue to amortize to stock compensation expense over the remaining life of the award.

following assumptions: 

  Year Ended December 31,
  2017 2016
Risk-free interest rate 3% 2%
Measurement period (in years) 10
 10
Expected volatility 70% 68%
Expected dividend yield 
 


The following tables presenttable presents the options activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

Number of

 

Weighted Average

 

Average Life

 

Aggregate

 

 

 

Common Shares

 

Exercise Price

 

Remaining

 

Intrinsic Value

 

 

 

(in thousands)

 

(per share)

 

(years)

 

(in thousands)

 

Outstanding, December 31, 2014

 

13,626

 

$

7.64

 

6.5

 

$

9,148

 

Granted

 

6,512

 

 

7.68

 

 

 

 

 

 

Exercised

 

(343)

 

 

5.35

 

 

 

 

 

 

Canceled or forfeited

 

(2,355)

 

 

9.82

 

 

 

 

 

 

Outstanding, December 31, 2015

 

17,440

 

$

7.41

 

6.6

 

$

1,212

 

Vested and expected to vest, December 31, 2015

 

14,503

 

$

7.35

 

6.4

 

$

1,212

 

Exercisable, December 31, 2015

 

6,908

 

$

7.13

 

4.4

 

$

1,212

 

  
Number of
Options
(in thousands)
 
Weighted Average
Exercise Price
(per Share)
 
Weighted
Average Life
Remaining
(Years)
 
Aggregate
Intrinsic Value
(in thousands)
Outstanding, December 31, 2017 19,131
 $5.34
 6.4 $45,887
Granted 20
 7.88
    
Exercised (1,980) 4.84
    
Canceled or forfeited (1,497) 5.51
    
Outstanding, December 31, 2018 15,674
 $5.39
 6.0 $17,733
Vested and expected to vest, December 31, 2018 14,947
 $5.44
 5.9 $16,559
Exercisable, December 31, 2018 9,728
 $6.15
 5.3 $7,284

98

The following table presents the options outstanding and exercisable by price range:  

    Options Outstanding Options Exercisable
    
Number
Outstanding
 
Weighted
Average
Remaining
Contract
 
Weighted
Average
Exercise
 
Number
Exercisable
 
Weighted
Average
Exercise
Range of Exercise Prices (in thousands) Life (Years) Prices (in thousands) Price
$1.46
 $2.40
 2,630
 7.3 $1.54
 1,110
 $1.55
2.70
 2.78
 565
 7.1 2.77
 515
 2.77
3.29
 3.29
 3,326
 8.2 3.29
 741
 3.29
3.41
 7.05
 2,611
 4.1 5.81
 2,545
 5.79
7.09
 7.61
 929
 5.5 7.34
 810
 7.32
7.74
 9.74
 5,613
 4.9 8.19
 4,007
 8.36
    15,674
     9,728
  

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

    

 

 

    

 

    

Weighted

    

 

 

    

 

    

 

 

 

 

 

 

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

 

 

 

 

 

 

Number

 

Remaining

 

Average

 

Number

 

Average

 

 

 

 

 

 

 

Outstanding

 

Contract

 

Exercise

 

Exercisable

 

Exercise

 

Range of Exercise Prices

 

(000’s)

 

Life (Years)

 

Prices

 

(000’s)

 

Price

 

$

 —

 

$

5.99

 

2,195

 

5.4

 

$

4.43

 

2,104

 

$

4.40

 

 

6.00

 

 

8.99

 

13,973

 

7.2

 

 

7.54

 

3,535

 

 

7.33

 

 

9.00

 

 

12.99

 

1,007

 

1.9

 

 

9.99

 

1,004

 

 

9.99

 

 

13.00

 

 

13.99

 

5

 

0.6

 

 

13.79

 

5

 

 

13.79

 

 

14.00

 

 

14.99

 

60

 

1.4

 

 

14.58

 

60

 

 

14.58

 

 

15.00

 

 

15.99

 

100

 

0.7

 

 

15.08

 

100

 

 

15.08

 

 

16.00

 

 

18.99

 

100

 

0.8

 

 

16.05

 

100

 

 

16.05

 

 

 

 

 

 

 

17,440

 

 

 

 

 

 

6,908

 

 

 

 

There were 6.5 million, 6.620,000, 4.3 million, and 1.24.4 million options granted for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively. The weighted average grant date fair value per share of the options granted was $2.48,  $3.20$4.15, $1.98, and $3.31$0.83 for the years ended December 31, 2015, 20142018, 2017, and 2013,2016, respectively. The total intrinsic value of options exercised was $0.8 million, $2.8$6.5 million and $4.6$5.3 million for the years ended December 31, 2015, 20142018 and 2013, respectively.

2017. There were no options exercised in 2016.

There was $18.1approximately $3.4 million in unrecognized compensation expense related to options expected to vest as of December 31, 2015.2018. This cost was expected to be recognized on a straight‑line basis over a weighted average period of 2.62.8 years. We received $1.8 million in proceeds from the exercise of options and recorded $7.4 million in non‑cash compensation expense related to options granted that were expected to vest for the year ended and as of December 31, 2015.

We recorded $7.6 million and $4.4approximately $5.1 million in non‑cash compensation expense related to options granted that were expected to vest as of December 31, 2014 and 2013, respectively.2018. We received $5.3 million and $8.4approximately $9.6 million in cash proceeds from the exercise of options during 2018.

There was approximately $7.9 million and $11.7 million in unrecognized compensation expense related to options expected to vest as of December 31, 2017 and 2016, respectively. This cost was expected to be recognized on a straight-line basis over a weighted average period of 3.5 years and 2.1 years for the years ended December 31, 20142017 and 2013,2016, respectively.

We recorded approximately $6.0 million and $6.3 million in non‑cash compensation expense related to options granted that were expected to vest as of December 31, 2017 and 2016, respectively. We received approximately $10.9 million in cash proceeds from the exercise of options during 2017 and there was no exercise of options during 2016, as no exercises occurred during the period.










Restricted Stock

Awards

The following is a summary of non‑vested share awards for our time‑based restricted shares:

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

Shares

 

Average Grant

 

 

 

Outstanding

 

Date Fair Value

 

 

 

(in thousands)

 

(per share)

 

Outstanding, December 31, 2014

 

440

 

$

7.11

 

Granted

 

 —

 

 

 —

 

Vested

 

(128)

 

 

7.11

 

Forfeited

 

(2)

 

 

7.09

 

Outstanding, December 31, 2015

 

310

 

$

7.11

 

  
Shares
Outstanding
(in thousands)
 
Weighted
Average Grant
Date Fair Value
(per Share)
Outstanding, December 31, 2017 74
 $7.00
Granted 
 
Vested (66) 7.04
Forfeited 
 
Outstanding, December 31, 2018 8
 $6.66
There were no shares of restricted stock granted for the year ended December 31, 2015 but 0.3 million and 0.4 million shares of restricted stock were granted for the years ended December 31, 2014, and 2013, respectively. The weighted average grant date fair value per share of restricted stock granted was $7.12 and $7.09 for the years ended December 31, 2014 and 2013.2018. The total fair value of restricted stock vested was $0.6approximately $0.5 million $1.4for the year ended December 31, 2018. There was $31,952 in unrecognized compensation expense related to shares of restricted stock expected to vest as of December 31, 2018, which was expected to be recognized on a straight‑line basis over a weighted average period of 0.3 years. There were 65,501 shares of restricted stock that vested during 2018, and we recorded approximately $0.4 million in non-cash compensation expense related to the restricted stock granted that was expected to vest during 2018.
There were 50,000 shares of restricted stock granted for the year ended December 31, 2017 and no shares of restricted stock granted for the year ended December 31, 2016. The total fair value of restricted stock vested was approximately $0.4 million and $0.7approximately $0.2 million for the years ended December 31, 2015, 20142017 and 20132016, respectively.

There was $2.0approximately $0.5 million and approximately $1.0 million in unrecognized compensation expense related to shares of time‑based restricted sharesawards expected to vest as of December 31, 20152017 and 2016, respectively, and is expected to be recognized on a straight‑line basis over a weighted average period of 2.4 years.1.1 years and 1.7 years, respectively. There were 0.2 million shares, 0.2 million56,578 shares and 0.1 million74,919 shares of restricted stock that vested during 2017 and 2016, respectively, and we recorded $0.9 million, $1.2approximately $0.4 million and $0.7approximately $0.5 million in non‑cash compensation expense related to the restricted stock granted that was expected to vest during 2015,2017 and 2016, respectively.

Restricted Stock Units
The following is a summary of non-vested RSU awards:
  
Shares Outstanding
(in thousands)
 
Weighted Average
Grant Date Fair Value
(per Share)
 
Weighted
Average Life
Remaining
(Years)
 
Aggregate
Intrinsic Value
(in thousands)
Outstanding, December 31, 2017 
 $
 
 
Granted 1,877
 7.49
 
 
Exercised 
 
 
 
Canceled or forfeited (80) 7.46
 
 
Outstanding, December 31, 2018 1,797
 $7.49
 2.0 $9,254
Vested and expected to vest, December 31, 2018 1,219
 $7.49
 1.8 $6,278
The time-based RSUs granted during 2018 vest at a rate of 25% per year on each of the first four anniversaries of the grant dates.
The performance-based RSUs granted during 2018 will be evaluated by our Compensation Committee of our Board of Directors after a performanceperiod, beginning on the date of grant through December 31, 2020, based on certain revenue and Adjusted EBITDA growth rate metrics, with achievement of each measure to be determined independently of one another. If the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the grant dates.
The time-based RSUs granted during the first quarter of 2018 to independent members of our Board of Directors vest in equal installments on each of the first three anniversary dates of the grant date and settle on the earliest of the following events: (i) March 7, 2028; (ii) death; (iii) the occurrence of a Change in Control (as defined in the Amended and Restated 2014 Plan), subject to qualifying conditions; or (iv) the date that is six months following the separation from service, subject to qualifying conditions.


There were approximately 1.9 million shares of RSU awards granted for the year ended December 31, 2018 and 2013, respectively.

no RSUs granted for the years ended December 31, 2017 and 2016. There were zero RSUs that vested during the years ended December 31, 2018, 2017 and 2016.

99

There was approximately $6.7 million in unrecognized compensation expense related to RSU awards expected to vest as of December 31, 2018. This cost is expected to be recognized on a straight-line basis over a weighted average period of 3.0 years. We recorded approximately $1.8 million in non-cash compensation expense related to RSU awards for the year ended December 31, 2018.

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17. INCOME TAXES

The following presents consolidated (loss) incomeloss before tax for domestic and foreign operations (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

    

2014

    

2013

 

Consolidated (loss) income before tax

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

(129,602)

 

$

13,870

 

$

35,473

 

Foreign

 

 

6,519

 

 

6,431

 

 

3,412

 

Total

 

$

(123,083)

 

$

20,301

 

$

38,885

 

  Year Ended December 31,
  2018 2017 2016
Consolidated income (loss) before tax      
Domestic $1,227
 $(73,445) $(225,538)
Foreign 1,419
 1,378
 7,755
Total $2,646
 $(72,067) $(217,783)
The income tax (benefit) provision attributable to (loss) incomeloss from operations before tax consists of the following components (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

    

2014

    

2013

 

Income tax (benefit) provision

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

(19,746)

 

$

6,637

 

$

13,626

 

Foreign

 

 

1,635

 

 

1,524

 

 

861

 

Total income tax (benefit) provision

 

$

(18,111)

 

$

8,161

 

$

14,487

 

Income tax provision components

 

 

 

 

 

 

 

 

 

 

Current

 

$

1,767

 

$

1,598

 

$

844

 

Deferred

 

 

(19,878)

 

 

6,563

 

 

13,643

 

Total income tax (benefit) provision

 

$

(18,111)

 

$

8,161

 

$

14,487

 

  Year Ended December 31,
  2018 2017 2016
Income tax (benefit) provision      
Domestic $(10,166) $(20,507) $30,400
Foreign 456
 343
 1,296
Total income tax (benefit) provision $(9,710)
$(20,164) $31,696
Income tax (benefit) provision      
Current $633
 $461
 $1,756
Deferred (10,343) (20,625) 29,940
Total income tax (benefit) provision $(9,710)
$(20,164) $31,696
A reconciliation of the federal statutory rate and the effective income tax rate is as follows:

 

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

December 31,

 

 

    

2015

    

2014

    

2013

 

Income tax reconciliation

 

 

 

 

 

 

 

Federal statutory rate

 

35.0

%  

35.0

%  

35.0

%

Foreign provision

 

0.6

%  

(3.6)

%  

(1.0)

%

State/province income tax

 

1.1

%  

0.9

%  

1.3

%

Non-deductible compensation cost

 

(1.1)

%  

0.7

%  

1.1

%

Non-deductible acquisition cost

 

0.0

%

5.9

%

0.0

%

Adjustment to carrying value

 

0.6

%  

1.9

%  

0.3

%

Research credit

 

0.6

%  

0.0

%  

0.0

%  

Goodwill impairment

 

(21.3)

%  

0.0

%  

0.0

%  

Other

 

(0.8)

%  

(0.6)

%  

0.6

%

Effective tax rate

 

14.7

%  

40.2

%  

37.3

%

100

  Year Ended December 31,
  2018 2017 2016
Income tax reconciliation      
Federal statutory rate 21.0 % 35.0 % 35.0 %
Foreign provision 6.8 % 0.3 % 0.5 %
State/province income tax 12.4 % 2.4 % 0.8 %
Non-deductible compensation cost (7.7)% (2.0)% (0.5)%
     Adjustment to carrying value(1)
 6.2 % 31.2 % 0.2 %
Research credit (76.3)% 1.9 % 0.2 %
Valuation allowance (344.9)% (39.6)% (27.4)%
Goodwill impairment  %  % (23.5)%
Global intangible low-taxed income 9.1 %  %  %
Non-deductible expenses - other 7.2 % (0.5)% (0.1)%
Other (0.8)% (0.7)% 0.2 %
Effective tax rate (367.0)% 28.0 % (14.6)%


Table of Contents


(1)The adjustment to carrying value in 2017 is due primarily to the federal tax rate change in the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”).
The major tax‑effected components of the deferred tax assets and liabilities are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2015

    

2014

    

2013

 

Deferred income tax assets related to:

 

 

 

 

 

 

 

 

 

 

Intangibles

 

$

 —

 

$

 —

 

$

44,845

 

Net operating losses

 

 

81,531

 

 

64,357

 

 

37,333

 

Stock compensation expense

 

 

10,212

 

 

8,841

 

 

7,066

 

Accounts receivable allowances

 

 

1,444

 

 

1,613

 

 

1,703

 

Accrued and prepaid expenses

 

 

3,958

 

 

7,917

 

 

1,331

 

Long-term debt

 

 

300

 

 

290

 

 

348

 

Other

 

 

658

 

 

373

 

 

406

 

Tax credits

 

 

5,896

 

 

5,146

 

 

 —

 

Property, equipment and leasehold improvements

 

 

 —

 

 

 —

 

 

333

 

Valuation allowance

 

 

(1,442)

 

 

(2,319)

 

 

(1,379)

 

Total deferred income tax assets

 

$

102,557

 

$

86,218

 

$

91,986

 

Deferred income tax liabilities related to:

 

 

 

 

 

 

 

 

 

 

Property, equipment and leased assets

 

 

18,274

 

$

23,785

 

$

 —

 

Intangibles

 

 

108,727

 

 

109,103

 

 

 —

 

Other

 

 

3,200

 

 

1,072

 

 

942

 

Total deferred income tax liabilities

 

 

130,201

 

$

133,960

 

$

942

 

Deferred income taxes, net

 

$

(27,644)

 

$

(47,742)

 

$

91,044

 

  Year Ended December 31,
  2018 2017 2016
Deferred income tax assets related to:      
Net operating losses $97,190
 $87,250
 $98,664
Stock compensation expense 7,264
 6,601
 11,559
Accounts receivable allowances 1,582
 1,117
 1,745
Accrued and prepaid expenses 3,639
 3,953
 6,276
Long-term debt 
 
 493
Other 1,319
 479
 1,399
Tax credits 9,244
 6,822
 6,394
Interest Limitation 2,738
 
 
Valuation allowance (53,156) (63,303) (61,012)
Total deferred income tax assets $69,820

$42,919

$65,518
Deferred income tax liabilities related to:      
Property, equipment and leased assets $3,855
 $3,129
 $13,216
Intangibles 89,865
 73,597
 106,307
Long-term debt 3,614
 3,292
 
Other 353
 1,108
 3,606
Total deferred income tax liabilities $97,687

$81,126

$123,129
Deferred income taxes, net $(27,867)
$(38,207)
$(57,611)
The Company prospectively adopted2017 Tax Act was enacted on December 22, 2017. The 2017 Tax Act made significant changes to the provisionsfederal tax law, including a reduction in the federal income tax rate from 35% to 21% effective January 1, 2018, stricter limits on deduction of ASU No. 2015-17 asinterest, an 80% taxable income limitation on the use of December 31, 2015. The adoptionpost-2017 net operating loss (“NOL”), and a one-time transition tax on previously deferred earnings of certain foreign subsidiaries. As a result of our initial analysis of the provision caused us to reclassify current2017 Tax Act and existing implementation guidance, we remeasured our deferred tax assets and liabilities, which resulted in a $22.5 million reduction in our income tax expense in 2017. We computed our transition tax liability of $1.3 million due to noncurrent (netted within noncurrent liabilities)the 2017 Tax Act, net of associated foreign tax credits, which was completely offset by additional foreign tax credits carried forward. Any remaining foreign tax credits not utilized by the transition tax were fully offset by a valuation allowance.
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provided guidance on accounting for the tax effects of the 2017 Tax Act. In accordance with the SAB 118 guidance, some of the income tax effects recorded in 2017 and through December 22, 2018 were provisional, including the one-time transition tax, the effect on our Consolidated Balance Sheets. The prior reporting period was not retrospectively adjusted.

The following is a tabular reconciliationvaluation allowance including the stricter limits on interest deductions, the GILTI provisions of the total amounts of unrecognized tax benefits (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2015

    

2014

    

2013

 

Unrecognized tax benefit

 

 

 

 

 

 

 

 

 

 

Unrecognized tax benefit at the beginning of the period

 

$

729

 

$

 —

 

$

 —

 

Gross increases - tax positions in prior period

 

 

 —

 

 

 —

 

 

 —

 

Gross decreases - tax positions in prior period

 

 

 —

 

 

 —

 

 

 —

 

Gross increases - tax positions in current period

 

 

 —

 

 

729

 

 

 —

 

Settlements

 

 

 —

 

 

 —

 

 

 —

 

Unrecognized tax benefit at the end of the period

 

$

729

 

$

729

 

$

 —

 

For all2017 Tax Act, and the remeasurement of our investments in foreign subsidiaries, except for GCA (Macau), deferred taxes have not been provided on unrepatriated foreign earnings. tax assets and liabilities. During 2018, we recognized insignificant adjustments to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations.

Unrepatriated earnings were approximately $17.1$19.7 million as of December 31, 2015. These2018. Almost all of these earnings wereare considered permanently reinvested, as it wasis management’s intention to reinvest foreign earnings in foreign operations. We project sufficient cash flow, or sufficient borrowings available under our New Credit Facilities in the U.S. and; therefore, we do not need to repatriate theseour foreign earnings to finance U.S. operations at this time.

As Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries, however, it could be subject to foreign withholding tax and U.S. state income taxes.

The 2017 Tax Act subjects a resultU.S. corporation to current tax on the GILTI earned by certain foreign subsidiaries and a base erosion anti-avoidance tax (“BEAT”). Our foreign subsidiaries’ earnings for the year-ended December 31, 2018 have been subject to U.S. federal income tax via the newly enacted GILTI provision. We have elected to recognize the taxes on GILTI and BEAT as a period expense in the period the taxes are incurred.


Deferred tax assets arise primarily because expenses have been recorded in historical financial statement periods that will not become deductible for income taxes until future tax years. We record valuation allowances to reduce the book value of certain realization requirements underour deferred tax assets to amounts that are estimated on a more likely than not basis to be realized. This assessment requires judgment and is performed on the basis of the weight of all available evidence, both positive and negative, with greater weight placed on information that is objectively verifiable such as historical performance.
We evaluated negative evidence noting that we reported cumulative net losses for the three-year periods ended as of December 31, 2016, 2017, and 2018. Pursuant to accounting guidance, a cumulative loss in recent years is a significant piece of negative evidence that must be considered and is difficult to overcome without sufficient objectively verifiable, positive evidence. As such, certain aspects of our historical results were included in our forecasted taxable income. Although our forecast of future taxable income was a positive indicator, since this form of evidence was not objectively verifiable, its weight was not sufficient to overcome the negative evidence. However, based on share based payments,our current year activity and the tablechanges in the 2017 Tax Act, we decreased our valuation allowance for deferred tax assets by $10.1 million during 2018. The decrease in our valuation allowance is primarily due to the net operating loss during the year and the interest deduction limitation (deferred tax assets) which can be offset against our indefinite lived deferred tax liabilities. The ultimate realization of deferred tax assets and liabilities shown above does not include certaindepends on having sufficient taxable income in the future years when the tax deductions associated with the deferred tax assets that arose directlybecome deductible. The establishment of a valuation allowance does not impact cash, nor does it preclude us from using our tax deductions related to equity compensation in excess of compensation recognized for financial reporting at December 31, 2015, 2014credits, loss carry-forwards and 2013, respectively. Equity will be increased by $4.6 million if, and when, suchother deferred tax assets are ultimately realized. We usein the accounting guidance on income taxes ordering for purposesfuture.
The following is a tabular reconciliation of determining when excessthe total amounts of deferred tax benefits have been realized.

asset valuation allowance (in thousands): 

  Year Ended December 31,
  2018 2017 2016
Balance at beginning of period $63,303
 $61,012
 $1,442
Charged to provision for income taxes (9,125) (2,263) 59,570
Other(1)
 (1,022) 4,554
 
Balance at end of period $53,156
 $63,303
 $61,012
(1) For 2017, the amount was recorded as a result of our adoption of ASU No. 2016-09 effective January 1, 2017. For 2018, the amount was recorded as a result of our adoption of ASC 606 effective January 1, 2018.
We had $218.8$395.2 million, or $76.6$83.0 million, tax effected, of accumulated federal net operating losses as of December 31,

101


Table of Contents

2015.2018. The net operating losses can be carried forward and applied to offset taxable income for 20 years and will expire starting in 2024.2022 (for losses incurred before 2018). Losses incurred in 2018 of approximately $38.9 million, or $8.2 million, tax effected, can be carried forward indefinitely to offset taxable income. We had $4.3$8.5 million, tax effected, of federal research and development credit carrycarry- forwards and $1.6$0.5 million, tax effected, of federal alternative minimumforeign tax credit carry forwardscarry-forwards as of December 31, 2015.2018. The research and development credits are limited to a 20 year carry forwardyears carry-forward period and will expire starting in 2033.2029. The federalforeign tax credits can be carried forward 10 years and will expire in 2020, if not utilized. Our $0.3 million balance of alternative minimum tax credit carry forwards docredits at December 31, 2018 will be refunded over the next four years in accordance with the 2017 Tax Act. We also have a receivable for $0.6 million related to alternative minimum tax credits for which a refund was requested on our December 31, 2017 federal tax return. As of December 31, 2018, $46.6 million of our valuation allowance relates to federal net operating loss carry-forwards and credits that we estimate are not expire.

more likely than not to be realized.

We had tax effected state net operating loss carry forwardscarry-forwards of approximately $9.4$14.1 million as of December 31, 2015.2018. The state net operating loss carry forwardscarry-forwards will expire between 20162019 and 2036.2039. The determination and utilization of these state net operating loss carry forwardscarry-forwards are dependent upon apportionment percentages and other respective state laws, which can change from year to year. As of December 31, 2015, $1.22018, $6.5 million of our valuation allowance relates to certain state net operating loss carry forwards whichcarry-forwards that we estimate are expectednot more likely than not to expire before utilization, due to shorter carry forward periods and decreased apportionment percentages in those states.be realized. The remaining valuation allowance of $0.2$0.1 million relates to foreign net operating losses.

We recognized

The following is a deferred tax asset upon our conversion from a limited liability company to a corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the memberstabular reconciliation of the limited liability company. The principal componenttotal amounts of the deferredunrecognized tax asset is a difference between our assets for financial accounting and tax purposes. This difference results from a significant balance of acquired goodwill of approximately $687.4 million that was generated as part of the conversion to a corporation plus approximately $97.6 million in pre-existing goodwill carried over from periods prior to the conversion. Both of these assets are recorded for tax purposes but not for accounting purposes. This asset is amortized over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 37.2%, this results in tax payments being approximately $19.5 million less than the annual provision for income taxes shown on the income statement for financial accounting purposes, or the amount of the annual provision, if less. There is an expected aggregate of $64.9 million in cash savings over the remaining life of the portion of our deferred tax asset related to the conversion. This deferred tax asset may be subject to certain limitations. We believe that it is more likely than not that we will be able to utilize our deferred tax asset. However, the utilization of this tax asset is subject to many factors including, but not limited to, a change of control of the Company and future earnings.

benefits (in thousands): 



  Year Ended December 31,
  2018 2017 2016
Unrecognized tax benefit      
Unrecognized tax benefit at the beginning of the period $937
 $834
 $729
Gross increases - tax positions in prior period 125
 103
 105
Unrecognized tax benefit at the end of the period $1,062
 $937
 $834
We have analyzed filing positions in all of the federal, state, and foreign jurisdictions where it iswe are required to file income tax returns, as well as all open tax years in these jurisdictions. As part of the Merger in 2014,December 31, 2018, the Company recorded $0.7$1.1 million of unrecognized tax benefits.benefits, all of which would impact our effective tax rate, if recognized. We do not anticipate that our unrecognized tax benefits will materially change within the next 12 months. The Company has not accrued any penalties and interest for its unrecognized tax benefits. Other than the unrecognized tax benefit related to the Merger,recorded, we believe that our income tax filing positions and deductions will be sustained upon audit, and we do not anticipate any other adjustments that will result in a material change to our financial position. We may, from time to time, be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. Our policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense.

in our Statements of Income (Loss).

We are subject to taxation in the U.S. and various states and foreign jurisdictions. We have a number of federal and state income tax years still open for examination as a result of our net operating loss carry forwards.carry-forwards. Accordingly, we are subject to examination for both U.S. federal and some of the state tax returns for the years 2004 to present. For the remaining state, local and foreign jurisdictions, with some exceptions, we are no longer subject to examination by tax authorities for years before 2012.

18.  RELATED PARTY TRANSACTIONS

A member of our Board of Directors served as a member of the board of directors of a gaming company until April 2013 for which we provide various cash access products and services that are insignificant to our net income. This board member received customary both cash and equity compensation from this gaming company in consideration for serving on its board of directors, however, none of this consideration was tied in any manner to our performance or obligations under our cash access agreements with the gaming company. In addition, this board member was not involved in the negotiation of our cash access agreements with this gaming company.

2015.

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Table of Contents

In October 2012, we entered into a long-term lease agreement related to office space for our corporate headquarters in which we moved into during the first half of 2013. We had engaged a brokerage firm in connection with the search for our corporate headquarters. An executive officer of this brokerage firm is the brother of our former Chief Financial Officer. This brokerage firm received approximately $0.4 million as compensation for acting as our broker.

19.18. SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group in deciding how to allocate resources and in assessing performance.(the “CODM”). Our chief operating decision-making groupCODM consists of the Chief Executive Officer and the Chief Financial Officer. This group manages the business,Our CODM allocates resources and measures profitability based on our operating segments. The operating segments, which are managed and reviewed separately, becauseas each representsrepresent products and services that can be sold separately to our customers.

Since the most recent filing of Our segments are monitored by management for performance against our Annual Report on Form 10-K for the year ended December 31, 2014, and in connection with the Merger, our chief operating decision-making group has determined the following to be the operating segments for which we conduct business: (a) Games, and (b) Payments. Therefore, beginning in the first quarter of 2015, we are reportinginternal forecasts.

We have reported our financial performance based on our new segments in both the current and prior periods. This change had no impact onOur CODM determined that our consolidated financial statements. Eachoperating segments for conducting business are: (a) Games; and (b) FinTech:
The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment- related experiences including: leased gaming equipment; sales and maintenance-related services of these segments is monitored by our management for performance against its internal forecastgaming equipment; gaming systems; interactive solutions; and is consistent with our internal management reporting. 

ancillary products and services.

·

The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.

The FinTech segment provides solutions directly to gaming establishments to offer their patrons cash access-related services and products, including: access to cash at gaming facilities via ATM cash withdrawals; credit card cash access transactions and POS debit card cash access transactions; check-related services; equipment and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.

·

The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.

Corporate overhead expenses have been allocated to the segments either through specific identification or based on a reasonable methodology. In addition, we allocaterecord depreciation and amortization expenses to the business segments.

Our business is predominantly domestic with no specific regional concentrations and no significant assets in foreign locations.

The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.

Since we adopted ASC 606 utilizing the modified retrospective method, the prior year comparative amounts shown in the tables below have not been restated. Refer to “Note 2 Basis of Presentation and Summary of Significant Accounting Policies” and “Note 3 Adoption of ASC 606, Revenue from Contracts with Customers” for more information.






The following tables present segment information (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

2015

    

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

Games

 

$

214,424

 

$

7,406

 

$

 —

 

Payments

 

 

612,575

 

 

585,647

 

 

582,444

 

Total revenues

 

$

826,999

 

$

593,053

 

$

582,444

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

 

 

 

 

 

 

 

 

 

Games

 

$

(73,503)

 

$

(1,423)

 

$

 —

 

Payments

 

 

63,773

 

 

35,205

 

 

49,150

 

Total operating (loss) income

 

$

(9,730)

 

$

33,782

 

$

49,150

 

  For the Year Ended December 31,
  2018 2017 2016
Games  
  
  
Revenue      
Gaming operations $168,146
 $148,654
 $152,514
Gaming equipment and systems 87,038
 70,118
 56,277
Gaming other 3,794
 4,005
 4,462
Total revenues $258,978
 $222,777
 $213,253
       
Costs and expenses      
Cost of revenues(1)
      
Gaming operations 17,603
 15,741
 15,265
Gaming equipment and systems 47,121
 35,707
 31,602
Gaming other 3,285
 3,247
 3,441
Total cost of revenues 68,009
 54,695
 50,308
       
Operating expenses 57,244
 42,780
 42,561
Research and development 20,497
 18,862
 19,356
Goodwill impairment 
 
 146,299
Depreciation 55,058
 40,428
 41,582
Amortization 55,099
 57,060
 79,390
Total costs and expenses 255,907
 213,825
 379,496
Operating income (loss) $3,071
 $8,952
 $(166,243)

(1) Exclusive of depreciation and amortization.


  For the Year Ended December 31,
  2018 2017 2016
FinTech      
Revenues      
Cash access services $156,806
 $707,222
 $601,874
Equipment 20,977
 13,258
 14,995
Information services and other 32,754
 31,691
 29,334
Total revenues $210,537
 $752,171
 $646,203

      
Costs and expenses      
Cost of revenues(1)
      
Cash access services 9,717
 572,880
 485,061
Equipment 12,601
 7,717
 9,889
Information services and other 4,110
 3,253
 3,756
Cost of revenues 26,428
 583,850
 498,706

      
Operating expenses 85,054
 76,155
 76,148
Depreciation 6,167
 6,854
 8,413
Amortization 10,146
 12,445
 15,248
Total costs and expenses 127,795
 679,304
 598,515
Operating income $82,742
 $72,867
 $47,688
(1) Exclusive of depreciation and amortization.

  For the Year Ended December 31,
  2018 2017 2016
Total Games and FinTech  
  
  
Total revenues $469,515
 $974,948
 $859,456
Costs and expenses  
  
  
Cost of revenues(1)
 94,437
 638,545
 549,014
Operating expenses 142,298
 118,935
 118,709
Research and development 20,497
 18,862
 19,356
Goodwill impairment 
 
 146,299
Depreciation 61,225
 47,282
 49,995
Amortization 65,245
 69,505
 94,638
Total costs and expenses 383,702
 893,129
 978,011
Operating income (loss) $85,813
 $81,819
 $(118,555)

103

(1) Exclusive of depreciation and amortization.

  At December 31,
  2018 2017
Total assets  
  
Games $912,849
 $925,186
FinTech 635,412
 611,888
Total assets $1,548,261

$1,537,074

Table of Contents

 

 

 

 

 

 

 

 

 

At

 

 

December 31, 2015

   

December 31, 2014

Total assets

 

 

 

 

 

 

Games

 

$

1,086,147

 

$

1,242,822

Payments

 

 

487,918

 

 

464,463

Total assets

 

$

1,574,065

 

$

1,707,285

Major customers.For the years ended December 31, 2015, 20142018, 2017, and 2013,2016, no single customer accounted for more than 10% of our revenues. Our five largest customers accounted for approximately 30%22%, 28%31%, and 33%31% of our total revenue in 2015, 20142018, 2017, and 2013,2016, respectively.

20.



19. SELECTED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited selected quarterly results of operations are as follows (in thousands, except for per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter

 

 

 

First

    

Second

    

Third

    

Fourth

    

Year

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

207,473

 

$

206,364

 

$

208,746

 

$

204,416

 

$

826,999

 

Operating income (loss)

 

 

28,141

 

 

16,336

 

 

14,716

 

 

(68,923)

 

 

(9,730)

 

Net income (loss)

 

 

469

 

 

(12,741)

 

 

(6,110)

 

 

(86,590)

 

 

(104,972)

 

Basic earnings (loss) per share

 

$

0.01

 

$

(0.19)

 

$

(0.09)

 

$

(1.31)

 

$

(1.59)

 

Diluted earnings (loss) per share

 

$

0.01

 

$

(0.19)

 

$

(0.09)

 

$

(1.31)

 

$

(1.59)

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

65,623

 

 

65,844

 

 

65,941

 

 

66,004

 

 

65,854

 

Diluted

 

 

66,492

 

 

65,844

 

 

65,941

 

 

66,004

 

 

65,854

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

150,571

 

$

144,946

 

$

145,481

 

$

152,055

 

$

593,053

 

Operating income

 

 

13,013

 

 

9,622

 

 

10,771

 

 

376

 

 

33,782

 

Net income (loss)

 

 

7,489

 

 

4,724

 

 

5,676

 

 

(5,749)

 

 

12,140

 

Basic earnings (loss) per share

 

$

0.11

 

$

0.07

 

$

0.09

 

$

(0.09)

 

$

0.18

 

Diluted earnings (loss) per share

 

$

0.11

 

$

0.07

 

$

0.09

 

$

(0.09)

 

$

0.18

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

65,910

 

 

65,970

 

 

65,589

 

 

65,608

 

 

65,780

 

Diluted

 

 

67,370

 

 

67,087

 

 

66,747

 

 

66,397

 

 

66,863

 

*. Since we adopted ASC 606 utilizing the modified retrospective method, the prior year comparative amounts shown in the table below have not been restated. 

104


  Quarter  
  First Second Third Fourth Year
2018          
Revenues $111,001
 $118,682
 $120,330
 $119,502
 $469,515
Operating income

 24,491
 22,597
 21,510
 17,215
 85,813
Net income 4,609
 1,475
 2,069
 4,203
 12,356
Basic earnings per share $0.07
 $0.02
 $0.03
 $0.06
 $0.18
Diluted earnings per share $0.06
 $0.02
 $0.03
 $0.06
 $0.17
Weighted average common shares outstanding          
Basic 68,686
 69,203
 69,750
 70,196
 69,464
Diluted 73,285
 73,440
 74,594
 74,024
 73,796
2017          
Revenues $237,537
 $242,230
 $247,322
 $247,859
 $974,948
Operating income (loss) 22,603
 21,292
 19,795
 18,129
 81,819
Net loss

 (3,508) (19,057) (4,289) (25,049) (51,903)
Basic loss per share $(0.05) $(0.29) $(0.06) $(0.37) $(0.78)
Diluted loss per share $(0.05) $(0.29) $(0.06) $(0.37) $(0.78)
Weighted average common shares outstanding          
Basic 66,090
 66,350
 66,897
 67,755
 66,816
Diluted 66,090
 66,350
 66,897
 67,755
 66,816

*Rounding may cause variances.
Table
20. SUBSEQUENT EVENTS
On March 8, 2019, we entered into an agreement to acquire certain assets from a privately held company that develops and distributes hardware and software applications to gaming operators to enhance gaming patron loyalty. This acquisition includes existing contracts with gaming operators, technology and intellectual property that allow us to provide gaming operators a self-service enrollment and loyalty card printing kiosk, a mobile application to offer a gaming operator's patrons additional flexibility in accessing casino promotions, and a marketing platform that manages and delivers a gaming operator’s marketing programs through these patron interfaces. This acquisition will expand our financial technology solutions offerings within our FinTech segment. Under the terms of Contents

21. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

We conduct substantially allthe asset purchase agreement, we paid the seller $20 million at the closing of our business through our U.S.the transaction and foreign subsidiaries. Everi Payments’ (“Subsidiary Issuer”) obligations underwill pay an additional $10 million one year following after closing and another $10 million two years following after the Unsecured Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Holdings (“Parent”) and substantially alldate of our 100%-owned U.S. subsidiaries other than Subsidiary Issuer (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors” and each a “Guarantor” ). The guarantees of our Unsecured Notesclosing. In addition, we expect that an additional $10 million in contingent consideration will be released underearned by the following customary circumstances: (i)seller based upon the sale or dispositionachievement of all or substantially allcertain revenue targets over the first two years post-closing. We expect the total purchase price for this acquisition, inclusive of the assets of the Guarantor (by way of merger, consolidation, or otherwise) to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary; (ii) the sale or disposition of sufficient capital stock of the Guarantor to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary and the Guarantor ceasescontingent consideration, to be approximately $50 million. We have not completed the purchase price accounting analysis, however, we do not expect that the acquisition will have a restricted subsidiary of Subsidiary Issuer as a result of the sale or other disposition; (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture; or (iv) the legal or covenant defeasance of the Unsecured Notes or the satisfaction and discharge of the Indenture.

Presented below is condensed consolidating financial information for (a) Parent, (b) Subsidiary Issuer, (c) the Guarantor Subsidiaries and (d)material impact on our U.S. subsidiaries that are not Guarantor Subsidiaries and our foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, 2014 and 2013. The condensed consolidating financial information has been presented to show the nature of assets held and the results of operations and cash flows of Parent, Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming that the guarantee structure of the Unsecured Notes had been in effect at the beginning of the periods presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2015

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 —

 

$

566,634

 

$

243,974

 

$

17,219

 

$

(828)

 

$

826,999

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization)

 

 —

 

 

444,990

 

 

56,382

 

 

9,025

 

 

 —

 

 

510,397

Operating expenses

 

 —

 

 

61,615

 

 

38,554

 

 

1,861

 

 

(828)

 

 

101,202

Research and development

 

 —

 

 

 —

 

 

19,098

 

 

 —

 

 

 —

 

 

19,098

Goodwill impairment

 

 —

 

 

 —

 

 

75,008

 

 

 —

 

 

 —

 

 

75,008

Depreciation

 

 —

 

 

7,635

 

 

37,734

 

 

182

 

 

 —

 

 

45,551

Amortization

 

 —

 

 

9,842

 

 

73,195

 

 

2,436

 

 

 —

 

 

85,473

Total costs and expenses

 

 —

 

 

524,082

 

 

299,971

 

 

13,504

 

 

(828)

 

 

836,729

Operating income (loss)

 

 —

 

 

42,552

 

 

(55,997)

 

 

3,715

 

 

 —

 

 

(9,730)

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 —

 

 

7,639

 

 

92,343

 

 

308

 

 

 —

 

 

100,290

Income (loss) from subsidiaries

 

104,972

 

 

(13,777)

 

 

 —

 

 

 —

 

 

(91,195)

 

 

 —

Loss on extinguishment of debt

 

 —

 

 

13,063

 

 

 —

 

 

 —

 

 

 —

 

 

13,063

Total other expenses

 

104,972

 

 

6,925

 

 

92,343

 

 

308

 

 

(91,195)

 

 

113,353

(Loss) income from operations before tax

 

(104,972)

 

 

35,627

 

 

(148,340)

 

 

3,407

 

 

91,195

 

 

(123,083)

Income tax provision (benefit)

 

 —

 

 

8,342

 

 

(27,673)

 

 

1,220

 

 

 —

 

 

(18,111)

Net (loss) income

 

(104,972)

 

 

27,285

 

 

(120,667)

 

 

2,187

 

 

91,195

 

 

(104,972)

Foreign currency translation

 

(1,251)

 

 

 —

 

 

 —

 

 

(1,251)

 

 

1,251

 

 

(1,251)

Comprehensive (loss) income

$

(106,223)

 

$

27,285

 

$

(120,667)

 

$

936

 

$

92,446

 

$

(106,223)

or financial condition.

105



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2014

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 —

 

$

542,206

 

$

35,689

 

$

15,891

 

$

(733)

 

$

593,053

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization)

 

 —

 

 

422,544

 

 

10,864

 

 

6,663

 

 

 —

 

 

440,071

Operating expenses

 

 —

 

 

88,087

 

 

5,719

 

 

2,379

 

 

(733)

 

 

95,452

Research and development

 

 —

 

 

 —

 

 

804

 

 

 —

 

 

 —

 

 

804

Depreciation

 

 —

 

 

7,428

 

 

1,134

 

 

183

 

 

 —

 

 

8,745

Amortization

 

 —

 

 

11,180

 

 

2,454

 

 

565

 

 

 —

 

 

14,199

Total costs and expenses

 

 —

 

 

529,239

 

 

20,975

 

 

9,790

 

 

(733)

 

 

559,271

Operating income

 

 —

 

 

12,967

 

 

14,714

 

 

6,101

 

 

 —

 

 

33,782

Other (income) expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 —

 

 

7,675

 

 

3,290

 

 

(209)

 

 

 —

 

 

10,756

Income from subsidiaries

 

(12,140)

 

 

(15,218)

 

 

 —

 

 

 —

 

 

27,358

 

 

 —

Loss on extinguishment of debt

 

 —

 

 

2,523

 

 

202

 

 

 —

 

 

 —

 

 

2,725

Total other (income) expense

 

(12,140)

 

 

(5,020)

 

 

3,492

 

 

(209)

 

 

27,358

 

 

13,481

Income from operations before tax

 

12,140

 

 

17,987

 

 

11,222

 

 

6,310

 

 

(27,358)

 

 

20,301

Income tax expense

 

 —

 

 

2,801

 

 

3,784

 

 

1,576

 

 

 —

 

 

8,161

Net income

 

12,140

 

 

15,186

 

 

7,438

 

 

4,734

 

 

(27,358)

 

 

12,140

Foreign currency translation

 

(1,258)

 

 

 —

 

 

 —

 

 

(1,258)

 

 

1,258

 

 

(1,258)

Comprehensive income

$

10,882

 

$

15,186

 

$

7,438

 

$

3,476

 

$

(26,100)

 

$

10,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2013

��

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 —

 

$

541,002

 

$

28,277

 

$

13,838

 

$

(673)

 

$

582,444

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization)

 

 —

 

 

424,129

 

 

7,905

 

 

7,760

 

 

 —

 

 

439,794

Operating expenses

 

 —

 

 

71,623

 

 

3,445

 

 

2,167

 

 

(673)

 

 

76,562

Depreciation

 

 —

 

 

7,186

 

 

1

 

 

163

 

 

 —

 

 

7,350

Amortization

 

 —

 

 

9,217

 

 

 —

 

 

371

 

 

 —

 

 

9,588

Total costs and expenses

 

 —

 

 

512,155

 

 

11,351

 

 

10,461

 

 

(673)

 

 

533,294

Operating income

 

 —

 

 

28,847

 

 

16,926

 

 

3,377

 

 

 —

 

 

49,150

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net of interest income

 

 —

 

 

10,342

 

 

 —

 

 

(77)

 

 

 —

 

 

10,265

Income from subsidiaries

 

(24,398)

 

 

(13,596)

 

 

 —

 

 

 —

 

 

37,994

 

 

 —

Total other expenses

 

(24,398)

 

 

(3,254)

 

 

 —

 

 

(77)

 

 

37,994

 

 

10,265

Income from operations before tax

 

24,398

 

 

32,101

 

 

16,926

 

 

3,454

 

 

(37,994)

 

 

38,885

Income tax provision

 

 —

 

 

7,703

 

 

5,924

 

 

860

 

 

 —

 

 

14,487

Net income

 

24,398

 

 

24,398

 

 

11,002

 

 

2,594

 

 

(37,994)

 

 

24,398

Foreign currency translation

 

269

 

 

 —

 

 

 —

 

 

269

 

 

(269)

 

 

269

Comprehensive income

$

24,667

 

$

24,398

 

$

11,002

 

$

2,863

 

$

(38,263)

 

$

24,667

106


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

6

 

$

87,078

 

$

3,900

 

$

11,046

 

$

 —

 

$

102,030

Settlement receivables

 

 —

 

 

42,437

 

 

 —

 

 

2,496

 

 

 —

 

 

44,933

Trade receivables, net

 

 —

 

 

10,750

 

 

41,634

 

 

(2)

 

 

 —

 

 

52,382

Other receivables

 

 —

 

 

4,063

 

 

833

 

 

32

 

 

 —

 

 

4,928

Inventory

 

 —

 

 

12,772

 

 

15,966

 

 

 —

 

 

 —

 

 

28,738

Prepaid expenses and other assets

 

 —

 

 

6,464

 

 

5,160

 

 

9,148

 

 

 —

 

 

20,772

Deferred tax asset

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Intercompany balances

 

 —

 

 

39,810

 

 

168,659

 

 

1,431

 

 

(209,900)

 

 

 —

Total current assets

 

6

 

 

203,374

 

 

236,152

 

 

24,151

 

 

(209,900)

 

 

253,783

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and leasehold improvements, net

 

 —

 

 

26,472

 

 

79,514

 

 

322

 

 

 —

 

 

106,308

Goodwill

 

 —

 

 

154,395

 

 

634,811

 

 

597

 

 

 —

 

 

789,803

Other intangible assets, net

 

 —

 

 

32,000

 

 

343,629

 

 

6,833

 

 

 —

 

 

382,462

Other receivables, non-current

 

 —

 

 

3,256

 

 

3,399

 

 

 —

 

 

 —

 

 

6,655

Investment in subsidiaries

 

137,414

 

 

159,735

 

 

 —

 

 

86

 

 

(297,235)

 

 

 —

Deferred tax asset, non-current

 

 —

 

 

65,577

 

 

 —

 

 

 —

 

 

(65,577)

 

 

 —

Other assets, non-current

 

 —

 

 

30,936

 

 

3,667

 

 

451

 

 

 —

 

 

35,054

Intercompany balances

 

 —

 

 

1,136,505

 

 

 —

 

 

 —

 

 

(1,136,505)

 

 

 —

Total non-current assets

 

137,414

 

 

1,608,876

 

 

1,065,020

 

 

8,289

 

 

(1,499,317)

 

 

1,320,282

Total assets

$

137,420

 

$

1,812,250

 

$

1,301,172

 

$

32,440

 

$

(1,709,217)

 

$

1,574,065

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlement liabilities

$

 —

 

$

136,109

 

$

162

 

$

3,548

 

$

 —

 

$

139,819

Accounts payable and accrued expenses

 

 —

 

 

67,736

 

 

32,593

 

 

1,183

 

 

 —

 

 

101,512

Current portion of long-term debt

 

 —

 

 

10,000

 

 

 —

 

 

 —

 

 

 —

 

 

10,000

Intercompany balances

 

 —

 

 

170,091

 

 

32,732

 

 

7,077

 

 

(209,900)

 

 

 —

Total current liabilities

 

 —

 

 

383,936

 

 

65,487

 

 

11,808

 

 

(209,900)

 

 

251,331

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability, non-current

 

 —

 

 

 —

 

 

93,221

 

 

 —

 

 

(65,577)

 

 

27,644

Long-term debt, less current portion

 

 —

 

 

1,153,579

 

 

 —

 

 

 —

 

 

 —

 

 

1,153,579

Other accrued expenses and liabilities

 

 —

 

 

3,624

 

 

467

 

 

 —

 

 

 —

 

 

4,091

Intercompany balances

 

 —

 

 

 —

 

 

1,136,505

 

 

 —

 

 

(1,136,505)

 

 

 —

Total non-current liabilities

 

 —

 

 

1,157,203

 

 

1,230,193

 

 

 —

 

 

(1,202,082)

 

 

1,185,314

Total liabilities

 

 —

 

 

1,541,139

 

 

1,295,680

 

 

11,808

 

 

(1,411,982)

 

 

1,436,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

91

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

91

Additional paid-in capital

 

258,020

 

 

80,443

 

 

3,670

 

 

21,101

 

 

(105,214)

 

 

258,020

Retained earnings

 

55,180

 

 

190,375

 

 

1,797

 

 

1,180

 

 

(193,352)

 

 

55,180

Accumulated other comprehensive income

 

318

 

 

293

 

 

25

 

 

(1,649)

 

 

1,331

 

 

318

Treasury stock, at cost

 

(176,189)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(176,189)

Total stockholders’ equity

 

137,420

 

 

271,111

 

 

5,492

 

 

20,632

 

 

(297,235)

 

 

137,420

Total liabilities and stockholders’ equity

$

137,420

 

$

1,812,250

 

$

1,301,172

 

$

32,440

 

$

(1,709,217)

 

$

1,574,065

107


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

 —

 

$

68,143

 

$

6,489

 

$

14,463

 

$

 —

 

$

89,095

Settlement receivables

 

 —

 

 

40,157

 

 

 —

 

 

3,131

 

 

 —

 

 

43,288

Trade receivables, net

 

 —

 

 

6,578

 

 

31,116

 

 

3

 

 

 —

 

 

37,697

Other receivables

 

 —

 

 

3,416

 

 

16,992

 

 

145

 

 

 —

 

 

20,553

Inventory

 

 —

 

 

10,595

 

 

16,568

 

 

 —

 

 

 —

 

 

27,163

Prepaid expenses and other assets

 

 —

 

 

7,143

 

 

2,821

 

 

9,024

 

 

 —

 

 

18,988

Deferred tax asset

 

 —

 

 

2,743

 

 

6,848

 

 

 —

 

 

 —

 

 

9,591

Intercompany balances

 

 —

 

 

18,038

 

 

151,179

 

 

1,623

 

 

(170,840)

 

 

 —

Total current assets

 

 —

 

 

156,813

 

 

232,013

 

 

28,389

 

 

(170,840)

 

 

246,375

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, equipment and leasehold improvements, net

 

 —

 

 

17,864

 

 

87,898

 

 

323

 

 

 —

 

 

106,085

Goodwill

 

 —

 

 

148,278

 

 

708,922

 

 

713

 

 

 —

 

 

857,913

Other intangible assets, net

 

 —

 

 

24,771

 

 

402,816

 

 

9,198

 

 

 —

 

 

436,785

Other receivables, non-current

 

 —

 

 

4,411

 

 

4,773

 

 

 —

 

 

 —

 

 

9,184

Investment in subsidiaries

 

231,473

 

 

147,195

 

 

 —

 

 

86

 

 

(378,754)

 

 

 —

Deferred tax asset, non-current

 

 —

 

 

78,229

 

 

 —

 

 

 —

 

 

(78,229)

 

 

 —

Other assets, non-current

 

 —

 

 

47,508

 

 

3,366

 

 

69

 

 

 —

 

 

50,943

Intercompany balances

 

 —

 

 

1,130,380

 

 

 —

 

 

 —

 

 

(1,130,380)

 

 

 —

Total non-current assets

 

231,473

 

 

1,598,636

 

 

1,207,775

 

 

10,389

 

 

(1,587,363)

 

 

1,460,910

Total assets

$

231,473

 

$

1,755,449

 

$

1,439,788

 

$

38,778

 

$

(1,758,203)

 

$

1,707,285

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlement liabilities

$

 —

 

$

111,375

 

$

140

 

$

7,642

 

$

 —

 

$

119,157

Accounts payable and accrued expenses

 

 —

 

 

61,544

 

 

41,395

 

 

1,729

 

 

 —

 

 

104,668

Current portion of long-term debt

 

 —

 

 

10,000

 

 

 —

 

 

 —

 

 

 —

 

 

10,000

Intercompany balances

 

 —

 

 

152,802

 

 

8,159

 

 

9,879

 

 

(170,840)

 

 

 —

Total current liabilities

 

 —

 

 

335,721

 

 

49,694

 

 

19,250

 

 

(170,840)

 

 

233,825

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability, non-current

 

 —

 

 

1,072

 

 

134,490

 

 

 —

 

 

(78,229)

 

 

57,333

Long-term debt, less current portion

 

 —

 

 

1,178,787

 

 

 —

 

 

 —

 

 

 —

 

 

1,178,787

Other accrued expenses and liabilities

 

 —

 

 

5,377

 

 

490

 

 

 —

 

 

 —

 

 

5,867

Intercompany balances

 

 —

 

 

 —

 

 

1,130,380

 

 

 —

 

 

(1,130,380)

 

 

 —

Total non-current liabilities

 

 —

 

 

1,185,236

 

 

1,265,360

 

 

 —

 

 

(1,208,609)

 

 

1,241,987

Total liabilities

 

 —

 

 

1,520,957

 

 

1,315,054

 

 

19,250

 

 

(1,379,449)

 

 

1,475,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

90

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

90

Convertible preferred stock

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Additional paid-in capital

 

245,682

 

 

69,654

 

 

2,269

 

 

21,115

 

 

(93,038)

 

 

245,682

Retained earnings

 

160,152

 

 

163,269

 

 

122,465

 

 

(1,006)

 

 

(284,728)

 

 

160,152

Accumulated other comprehensive income

 

1,569

 

 

1,569

 

 

 —

 

 

(581)

 

 

(988)

 

 

1,569

Treasury stock, at cost

 

(176,020)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(176,020)

Total stockholders’ equity

 

231,473

 

 

234,492

 

 

124,734

 

 

19,528

 

 

(378,754)

 

 

231,473

Total liabilities and stockholders’ equity

$

231,473

 

$

1,755,449

 

$

1,439,788

 

$

38,778

 

$

(1,758,203)

 

$

1,707,285

108


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2015

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

$

(104,972)

 

$

27,285

 

$

(120,667)

 

$

2,187

 

$

91,195

 

$

(104,972)

Adjustments to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 —

 

 

17,477

 

 

110,929

 

 

2,618

 

 

 —

 

 

131,024

Amortization of financing costs

 

 —

 

 

7,109

 

 

 —

 

 

 —

 

 

 —

 

 

7,109

Loss/(gain) on sale or disposal of assets

 

 —

 

 

75

 

 

(2,864)

 

 

 —

 

 

 —

 

 

(2,789)

Accretion of contract rights

 

 —

 

 

 —

 

 

7,614

 

 

 —

 

 

 —

 

 

7,614

Provision for bad debts

 

 —

 

 

51

 

 

10,084

 

 

 —

 

 

 —

 

 

10,135

Reserve for obsolescence

 

 —

 

 

140

 

 

1,103

 

 

 —

 

 

 —

 

 

1,243

Goodwill impairment

 

 —

 

 

 —

 

 

75,008

 

 

 —

 

 

 —

 

 

75,008

Loss on early extinguishment of debt

 

 —

 

 

13,063

 

 

 —

 

 

 —

 

 

 —

 

 

13,063

Equity loss (income)

 

104,972

 

 

(13,777)

 

 

 —

 

 

 —

 

 

(91,195)

 

 

 —

Stock-based compensation

 

 —

 

 

6,883

 

 

1,401

 

 

 —

 

 

 —

 

 

8,284

Other non-cash items

 

 —

 

 

 —

 

 

(149)

 

 

 —

 

 

 —

 

 

(149)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net settlement receivables and liabilities

 

 —

 

 

22,455

 

 

22

 

 

(3,078)

 

 

 —

 

 

19,399

Other changes in operating assets and liabilities

 

(4)

 

 

(3,299)

 

 

(36,278)

 

 

(801)

 

 

 —

 

 

(40,382)

Net cash (used in) provided by operating activities

 

(4)

 

 

77,462

 

 

46,203

 

 

926

 

 

 —

 

 

124,587

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 —

 

 

(10,857)

 

 

 —

 

 

 —

 

 

 —

 

 

(10,857)

Capital expenditures

 

 —

 

 

(25,796)

 

 

(51,108)

 

 

(84)

 

 

 —

 

 

(76,988)

Proceeds from sale of fixed assets

 

 —

 

 

102

 

 

2,000

 

 

 —

 

 

 —

 

 

2,102

Repayments under development agreements

 

 —

 

 

 —

 

 

3,104

 

 

 —

 

 

 —

 

 

3,104

Advances under development and placement agreements

 

 —

 

 

 —

 

 

(2,813)

 

 

 —

 

 

 —

 

 

(2,813)

Changes in restricted cash and cash equivalents

 

 —

 

 

(97)

 

 

 —

 

 

 —

 

 

 —

 

 

(97)

Intercompany investing activities

 

(3,906)

 

 

6,593

 

 

25

 

 

(9)

 

 

(2,703)

 

 

 —

Net cash used in investing activities

 

(3,906)

 

 

(30,055)

 

 

(48,792)

 

 

(93)

 

 

(2,703)

 

 

(85,549)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of credit facility

 

 —

 

 

(10,000)

 

 

 —

 

 

 —

 

 

 —

 

 

(10,000)

Repayments of secured notes

 

 —

 

 

(350,000)

 

 

 —

 

 

 —

 

 

 —

 

 

(350,000)

Proceeds from issuance of secured notes

 

 —

 

 

335,000

 

 

 —

 

 

 —

 

 

 —

 

 

335,000

Debt issuance costs

 

 —

 

 

(1,221)

 

 

 —

 

 

 —

 

 

 —

 

 

(1,221)

Issuance of warrants

 

2,246

 

 

(2,246)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Proceeds from exercise of stock options

 

1,839

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

1,839

Purchase of treasury stock

 

(169)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(169)

Intercompany financing activities

 

 —

 

 

(5)

 

 

 —

 

 

(2,698)

 

 

2,703

 

 

 —

Net cash provided by (used in) financing activities

 

3,916

 

 

(28,472)

 

 

 —

 

 

(2,698)

 

 

2,703

 

 

(24,551)

Effect of exchange rates on cash

 

 —

 

 

 —

 

 

 —

 

 

(1,552)

 

 

 —

 

 

(1,552)

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) for the period

 

6

 

 

18,935

 

 

(2,589)

 

 

(3,417)

 

 

 —

 

 

12,935

Balance, beginning of the period

 

 —

 

 

68,143

 

 

6,489

 

 

14,463

 

 

 —

 

 

89,095

Balance, end of the period

$

6

 

 

87,078

 

 

3,900

 

 

11,046

 

 

 —

 

 

102,030

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Year Ended December 31, 2014

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

12,140

 

$

15,186

 

$

7,438

 

$

4,734

 

$

(27,358)

 

$

12,140

Adjustments to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 —

 

 

18,608

 

 

3,588

 

 

748

 

 

 —

 

 

22,944

Amortization of financing costs

 

 —

 

 

2,035

 

 

 —

 

 

 —

 

 

 —

 

 

2,035

Loss on sale or disposal of assets

 

 —

 

 

54

 

 

 —

 

 

1

 

 

 —

 

 

55

Accretion of contract rights

 

 —

 

 

 —

 

 

301

 

 

 —

 

 

 —

 

 

301

Provision for bad debts

 

 —

 

 

 —

 

 

8,991

 

 

 —

 

 

 —

 

 

8,991

Reserve for obsolescence

 

 —

 

 

270

 

 

 —

 

 

 —

 

 

 —

 

 

270

Other asset impairment

 

 —

 

 

3,129

 

 

 —

 

 

 —

 

 

 —

 

 

3,129

Loss on early extinguishment of debt

 

 —

 

 

2,523

 

 

202

 

 

 —

 

 

 —

 

 

2,725

Equity income

 

(12,140)

 

 

(15,218)

 

 

 —

 

 

 —

 

 

27,358

 

 

 —

Stock-based compensation

 

 —

 

 

8,849

 

 

27

 

 

 —

 

 

 —

 

 

8,876

Other non-cash items

 

 —

 

 

(2)

 

 

(17)

 

 

 —

 

 

 —

 

 

(19)

Changes in operating assets and liabilities:

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Net settlement receivables and liabilities

 

 —

 

 

(31,414)

 

 

141

 

 

594

 

 

 —

 

 

(30,679)

Other changes in operating assets and liabilities

 

(47)

 

 

34,504

 

 

(20,047)

 

 

(20,647)

 

 

 —

 

 

(6,237)

Net cash (used in) provided by operating activities

 

(47)

 

 

38,524

 

 

624

 

 

(14,570)

 

 

 —

 

 

24,531

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 —

 

 

(11,845)

 

 

(1,056,155)

 

 

 —

 

 

 —

 

 

(1,068,000)

Capital expenditures

 

 —

 

 

(5,886)

 

 

(3,464)

 

 

(9,092)

 

 

 —

 

 

(18,442)

Proceeds from sale of fixed assets

 

 —

 

 

421

 

 

 —

 

 

 —

 

 

 —

 

 

421

Repayments under development agreements

 

 —

 

 

 —

 

 

276

 

 

 —

 

 

 —

 

 

276

Changes in restricted cash and cash equivalents

 

 —

 

 

(102)

 

 

 —

 

 

 —

 

 

 —

 

 

(102)

Intercompany investing activities

 

6,889

 

 

(1,085,709)

 

 

 —

 

 

(1,425)

 

 

1,080,245

 

 

 —

Net cash provided by (used in) investing activities

 

6,889

 

 

(1,103,121)

 

 

(1,059,343)

 

 

(10,517)

 

 

1,080,245

 

 

(1,085,847)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of prior credit facility

 

 —

 

 

(103,000)

 

 

 —

 

 

 —

 

 

 —

 

 

(103,000)

Proceeds from securing credit facility

 

 —

 

 

500,000

 

 

 —

 

 

 —

 

 

 —

 

 

500,000

Proceeds from issuance of secured notes

 

 —

 

 

350,000

 

 

 —

 

 

 —

 

 

 —

 

 

350,000

Proceeds from issuance of unsecured notes

 

 —

 

 

350,000

 

 

 —

 

 

 —

 

 

 —

 

 

350,000

Debt issuance costs

 

 —

 

 

(52,735)

 

 

 —

 

 

 —

 

 

 —

 

 

(52,735)

Proceeds from exercise of stock options

 

5,338

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

5,338

Purchase of treasury stock

 

(12,180)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(12,180)

Intercompany financing activities

 

 —

 

 

(12,098)

 

 

1,063,059

 

 

29,284

 

 

(1,080,245)

 

 

 —

Net cash (used in) provided by financing activities

 

(6,842)

 

 

1,032,167

 

 

1,063,059

 

 

29,284

 

 

(1,080,245)

 

 

1,037,423

Effect of exchange rates on cash

 

 —

 

 

 —

 

 

 —

 

 

(1,266)

 

 

 —

 

 

(1,266)

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase for the period

 

 —

 

 

(32,430)

 

 

4,340

 

 

2,931

 

 

 —

 

 

(25,159)

Balance, beginning of the period

 

 —

 

 

100,573

 

 

2,149

 

 

11,532

 

 

 —

 

 

114,254

Balance, end of the period

$

 —

 

$

68,143

 

$

6,489

 

$

14,463

 

$

 —

 

$

89,095

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Year Ended December 31, 2013

 

Parent

    

Subsidiary
Issuer

    

Guarantor
Subsidiaries

    

Non-Guarantor
Subsidiaries

    

Eliminations

    

Total

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

24,398

 

$

24,398

 

$

11,002

 

$

2,594

 

$

(37,994)

 

$

24,398

Adjustments to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 —

 

 

16,403

 

 

1

 

 

534

 

 

 —

 

 

16,938

Amortization of financing costs

 

 —

 

 

1,793

 

 

 —

 

 

 —

 

 

 —

 

 

1,793

Loss (gain) on sale or disposal of assets

 

 —

 

 

180

 

 

 —

 

 

(2)

 

 

 —

 

 

178

Provision for bad debts

 

 —

 

 

 —

 

 

7,874

 

 

 —

 

 

 —

 

 

7,874

Reserve for obsolescence

 

 —

 

 

150

 

 

 —

 

 

 —

 

 

 —

 

 

150

Equity income

 

(24,398)

 

 

(13,596)

 

 

 —

 

 

 —

 

 

37,994

 

 

 —

Stock-based compensation

 

 —

 

 

5,078

 

 

 —

 

 

 —

 

 

 —

 

 

5,078

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net settlement receivables and liabilities

 

 —

 

 

(44,264)

 

 

 —

 

 

(1,729)

 

 

 —

 

 

(45,993)

Other changes in operating assets and liabilities

 

19

 

 

13,241

 

 

(18,880)

 

 

(462)

 

 

 —

 

 

(6,082)

Net cash provided by (used in) operating activities

 

19

 

 

3,383

 

 

(3)

 

 

935

 

 

 —

 

 

4,334

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 —

 

 

(13,450)

 

 

(330)

 

 

(206)

 

 

 —

 

 

(13,986)

Proceeds from sale of fixed assets

 

 —

 

 

86

 

 

 —

 

 

 —

 

 

 —

 

 

86

Changes in restricted cash and cash equivalents

 

 —

 

 

(90)

 

 

 —

 

 

 —

 

 

 —

 

 

(90)

Intercompany investing activities

 

9,900

 

 

(4,676)

 

 

 —

 

 

 —

 

 

(5,224)

 

 

 —

Net cash provided by (used in) investing activities

 

9,900

 

 

(18,130)

 

 

(330)

 

 

(206)

 

 

(5,224)

 

 

(13,990)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayments of prior credit facility

 

 —

 

 

(18,500)

 

 

 —

 

 

 —

 

 

 —

 

 

(18,500)

Debt issuance costs

 

 —

 

 

(764)

 

 

 —

 

 

 —

 

 

 —

 

 

(764)

Proceeds from exercise of stock options

 

8,431

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

8,431

Purchase of treasury stock

 

(18,350)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(18,350)

Intercompany financing activities

 

 —

 

 

(7,056)

 

 

2,000

 

 

(168)

 

 

5,224

 

 

 —

Net cash (used in) provided by financing activities

 

(9,919)

 

 

(26,320)

 

 

2,000

 

 

(168)

 

 

5,224

 

 

(29,183)

Effect of exchange rates on cash

 

 —

 

 

 —

 

 

 —

 

 

73

 

 

 —

 

 

73

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase for the period

 

 —

 

 

(41,067)

 

 

1,667

 

 

634

 

 

 —

 

 

(38,766)

Balance, beginning of the period

 

 —

 

 

141,640

 

 

482

 

 

10,898

 

 

 —

 

 

153,020

Balance, end of the period

$

 —

 

$

100,573

 

$

2,149

 

$

11,532

 

$

 —

 

$

114,254

22. SUBSEQUENT EVENTS

As of the date of the filing of our Annual Report on Form 10-K, we had not identified, and were not aware of, any material subsequent events that occurred for the year ended December 31, 2015.

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Item 9.  Changes in and Disagreements with AccountantAccountants on Accounting and Financial Disclosure.

None.
s.

None.





Item 9A.  Controls and Procedures.

We maintainProcedures.

Evaluation of Disclosure Controls and Procedures
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the reporting period covered by this Form 10-K. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures are designed to provide reasonable assuranceeffective such that information required to be disclosed by the Company in ourthe reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periodperiods specified in the SEC’s rules and forms, and that such information is(ii) accumulated and communicated to ourthe Company’s management, including our Interimits Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) promulgated under the Exchange Act, ourdisclosures.

Management’s Report of Internal Control over Financial Reporting
The Company’s management, with the participation of our Interimincluding its Chief Executive Officer and Chief Financial Officer, evaluated the design and operating effectiveness as of December 31, 2015 of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015.

Attached as exhibits to this Annual Report on Form 10-K are certifications of our Interim Chief Executive Officer and Chief Financial Officer, which are required pursuant to Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section of this Annual Report on Form 10-K includes information concerning management’s assessment of our internal control over financial reporting and the controls evaluation referenced in the certifications. The report of BDO USA, LLP, our independent registered public accounting firm, is also included below. BDO USA, LLP’s report addresses their audit of our internal control over financial reporting. This section of the Annual Report on Form 10-K should be read in conjunction with the certifications and the report of BDO USA, LLP for a more complete understanding of the matters presented.

Management’s Report of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effectiveadequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act Rule 13a‑15(f). InternalAct. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”).

OurGAAP. Because of inherent limitations, internal control over financial reporting includes those policies and procedures that:

(a)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(b)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(c)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitation, our internal control systems and procedures may not prevent or detect misstatements. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition,conditions, or that the degree of compliance with the policies andor procedures may deteriorate.

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Management conducted an evaluation ofassessed the effectiveness of our internal control over financial reporting based onas of December 31, 2018, utilizing the frameworkcriteria described in Internal Control-Integratedthe “Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this evaluation,assessment, management has concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2018.

Our independent registered public accounting firm, BDO USA, LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting, was effective as of December 31, 2015. BDO USA, LLP has audited our internal control over financial reporting as of December 31, 2015 as stated in theirthe firm’s attestation report, which is included herein.

within Part II, Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2015

No

There was no change into our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) that occurred during the fourth quarter ended December 31, 20152018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other InformatioInformation.
None.
n.

None.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors and Stockholders

Everi Holdings Inc.

and subsidiaries

Las Vegas, Nevada

Opinion on Internal Control over Financial Reporting
We have audited Everi Holdings Inc. and subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2015,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria)criteria. Everi Holdings Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries’subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated March 12, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Everi Holdings Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Everi Holdings Inc. and subsidiaries as of December 31, 2015, and the related consolidated statements of loss and comprehensive loss, stockholders’ equity, and cash flows for the year then ended and our report dated March 15, 2016 expressed an unqualified opinion thereon.


/s/ BDO USA, LLP

Las Vegas, NV

Nevada

March 15, 2016

12, 2019


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PART III

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Governance.

The information regarding our directors, executive officers, and certain corporate governance including information about our Audit and Nominating and Corporate Governance Committees, is set forth in our Definitive Proxy Statement in connection with the 2016 Annual Meeting of Stockholders (the “2016 Proxy Statement”), which will be filed with the SEC within 120 days after the fiscal year ended December 31, 2015,related matters contained under the captions “Proposal 1—Electionheadings “Election of Class II Directors,” “Executive Officers”Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Board and Corporate Governance Matters” in the Company’s definitive proxy statement to be filed with the SEC in connection with our 2019 annual meeting of stockholders (the “2019 Proxy Statement”) is incorporated herein by reference.

Item 11.  Executive Compensation.
The information required by Item 405 of Regulation S-K set forth in our 2016 Proxy Statementregarding director compensation and executive officer compensation contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”headings “Board and Corporate Governance Matters – 2018 Director Compensation” and “Executive Compensation,” respectively, in the 2019 Proxy Statement is incorporated herein by reference.

We have adopted a Code of Business Conduct, Standards and Ethics that is designed to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The Code of Business Conduct, Standards and Ethics is available on our website at www.everi.com. To the extent required by law, any amendments to, or waivers from, any provision of the Code of Business Conduct, Standards and Ethics will be promptly disclosed to the public. To the extent permitted by such legal requirements, we intend to make such public disclosure by posting the relevant material on our website in accordance with SEC rules.

Item 11.  Executive Compensatio

n.

The information set forth in our 2016 Proxy Statement under the captions “Executive Compensation,” “—Director Compensation” and “Compensation Committee Report” is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information set forth in our 2016 Proxy Statementregarding share ownership contained under the captionsheading “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans”in the 2019 Proxy Statement is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Independence.

The information set forth in our 2016 Proxy Statementregarding director independence and related party transactions under the captionsheadings “Board and Corporate Governance Matters – Director Independence” and “Transactions with Related Persons” and “—Director Independence”Persons,” respectively, in the 2019 Proxy Statement is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.

Services.

The information set forth in our 2016 Proxy Statementregarding audit fees, audit-related fees, tax fees, all other fees, and the Audit Committee’s policies and procedures on pre-approval of audit and permissible non-audit services of independent auditors contained under the caption “—Audit and Non‑Audit Fees”heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the 2019 Proxy Statement is incorporated herein by reference.




PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a)The following documents are filed as part of this Annual Report on Form 10‑K:

Schedules.


(a)The following documents are filed as part of this Annual Report on Form 10‑K:
1.Financial Statements

64 

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

65 

Consolidated Statements of Income (Loss) Income and Comprehensive Income (Loss)Income for the three years ended December 31, 20152018

66 

67 

68 

70 

71 

2.Financial Statement Schedules

All schedules have been omitted as they are either not required or not applicable or the required information is included in the consolidated financial statementsConsolidated Financial Statements or notes thereto.

3.See Item 15(b)

115



(b) Exhibits:

Table of Contents

(b)Exhibits:

Exhibit
Number

Exhibit Description

Exhibit
2.1 
Number

Agreement and Plan of Merger, dated as of September 8, 2014, by and among Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Holdings”), Movie Merger Sub, Inc. and Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) (“Everi Games”) (incorporated by reference to Exhibit 2.1 of Holdings’ Current Report on Form 8-K filed with the SEC on September 8, 2014).

Description
3.1 

3.1
3.2 

3.2
3.3 

3.3
3.4 

3.4
4.1 

4.1
4.2 

Supplemental Indenture, dated as of December 19, 2014, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as collateral agent and trustee, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 4.2 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

4.3 10.1

Indenture governing 10.0% Senior Unsecured Notes Due 2022, dated as of December 19, 2009, between Everi Payments and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

4.4 

Supplemental Indenture, dated as of December 19, 2014, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, related to the 7.75% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.2 to Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

4.5 

Second Supplemental Indenture, dated as of August 4, 2015, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, related to the 7.75% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 10.5 to Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015).

116


Table of Contents

4.6 

Registration RightsCredit Agreement, dated as of December 19, 2014,May 9, 2017, among Movie Escrow, Inc. (and, by a joinder agreement, Everi Payments, Holdings, the lenders party thereto and Jefferies Finance LLC, as a guarantoradministrative agent, collateral agent, swing line lender, letter of credit issuer, sole lead arranger and the subsidiary guarantors party thereto) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed therein, related to the 10.00% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.5 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

4.7 

Warrant, dated as of April 15, 2015, issued by Holdings to CPPIB Credit Investments III Inc. (incorporated by reference to Exhibit 4.1 to Holdings’ Current Report on Form 8-K filed with the SEC on April 15, 2015).

10.1 

Purchase Agreement, dated as of December 17, 2014, among Movie Escrow, Inc. (a former wholly owned subsidiary of Everi Payments), as issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed thereinsole book manager (incorporated by reference to Exhibit 10.1 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014)May 9, 2017).

10.2 

10.2
10.3 

Credit Agreement, dated as of December 19, 2014, among Everi Payments, Holdings, Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities, Inc., as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.3 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

10.4 10.3

Security Agreement, dated December 19, 2014, among Everi Payments, Holdings, as a guarantor, the subsidiary guarantors party thereto, and Bank of America, N.A., as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.4 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014).

10.5 

Guaranty, dated December 19, 2014,May 9, 2017, by Everi Holdings, as a guarantor, and the subsidiary guarantors party thereto, in favor of the lenders party from time to time to the Credit Agreement and Bank of America, N.A.,Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.510.3 of Holdings’ Current Report on Form 8-K filed with the SEC on December 22, 2014)May 9, 2017).



Exhibit
10.6 
Number

Note PurchaseExhibit Description

10.4
10.7 

Security Agreement, dated as of April 15, 2015, among Everi Payments, as issuer, Holdings, as a guarantor, the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as collateral agent, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.2 to Holdings’ Current Report on Form 8-K filed with the SEC on April 15, 2015).

10.8 

Guaranty, dated as of April 15, 2015, among Holdings, as a guarantor, and the subsidiary guarantorslenders party thereto in favor of Deutsche Bank Trust Company Americas,and Jefferies Finance LLC, as collateraladministrative agent related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.3 to Holdings’ Current Report on Form 8-K filed with the SEC on April 15, 2015).

10.9 

Patent Purchase and License Agreement, dated as of March 22, 2005, by and between Everi Payments and USA Payments, Inc. (incorporated by reference to Exhibit 10.28 of Holdings’ Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on March 22, 2005).

+*10.10

Agreement for Processing Services, effective as of August 20, 2013, by and between Columbus Data Services, LLC and Everi Payments.

117


Table of Contents

*10.11

Contract Cash Solutions Agreement, dated November 12, 2010, between Everi Payments and Wells Fargo Bank, N.A.

10.12 

Second Amendment to Contract Cash Solutions Agreement, dated June 4, 2012, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of Holdings’ Current Report on Form 8-K filed with the SEC on June 7, 2012)November 13, 2017).

10.13 

Third Amendment to Contract Cash Solutions

10.5
10.14 

Fourth Amendment to Contract Cash Solutions Agreement, dated January 29, 2015, between Everi Payments and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of Holdings’ Current Report on Form 8-K filed with the SEC on July 1, 2015).

+10.15

10.6

†10.16

†10.7

†10.17

†10.8

†10.18

†10.9

†10.19

†10.10

†10.20

†10.11

†10.21

†10.12

†10.22

†10.13
†10.14
†10.15
†10.16
†10.17
†10.18
†10.19

†10.23

Form of Stock Option Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

10.24

10.20

Form of Stock Option Award for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.25

Form of Stock Option Award for Executives (Single Trigger Acceleration) under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

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Table of Contents

†10.26

Form of Stock Option Award for Employees under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.27

Everi GamesHoldings 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Holdings’ Current Report on Form 8-KS-8 filed with the SEC on March 16, 2015).

†10.28

†10.21

†10.29

†10.22


Exhibit
Number
Exhibit Description
†10.23
†10.24
†10.25
†10.26
†10.27
†10.28

†10.30

Employment Agreement with Ram V. Chary (effective January 27, 2014) (incorporated by reference to Exhibit 10.1 of Holdings’ Current Report on Form 8-K filed with the SEC on January 28, 2014).

10.31

10.29

Amendment No.1 to Employment Agreement with Ram V. Chary (effective as of August 5, 2014) (incorporated by reference to Exhibit 10.4 of Holdings’ Current Report on Form 8-K filed with the SEC on August 5, 2014).

†10.32

Form of Stock Option Agreement for Ram V. Chary (incorporated by reference to Exhibit 10.2 of Holdings’ Current Report on Form 8-K filed with the SEC on January 28, 2014).

†10.33

Form of Indemnification Agreement for Ram V. Chary (incorporated by reference to Exhibit 10.3of Holdings’ Current Report on Form 8-K filed with the SEC on January 28, 2014).

†10.34

†10.35

†10.30

†10.36

†10.31
†10.32

†10.37

†10.33
†10.34

†10.38

†10.35

†10.39

†10.36

†10.40

†10.37
16.1 

Letter to Securities

10.38
10.39

†*10.40

†*10.41



Exhibit
Number
Exhibit Description
†10.42


†10.43

†10.44


†10.45


†10.46



†10.47


†10.48


†10.49


†10.50

*21.1

*23.1

*23.2

Consent of Deloitte & Touche LLP.

119



* Filed herewith.

** Furnished herewith.

† Management contracts or compensatory plans or arrangements.

+ Confidential treatment has been requested for certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information has been omitted and filed separately with the SEC.


120



*Filed herewith.
**Furnished herewith.
Management contracts or compensatory plans or arrangements.
+Confidential treatment has been granted for certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information has been omitted and filed separately with the SEC.

SIGNATUREItem 16.  Form 10-K Summary.

None.

S



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 12, 2019EVERI HOLDINGS INC.

By:
/s/ TODD A. VALLI

By:

/s/ RANDY L. TAYLOR

Randy L. Taylor

Todd A. Valli
Chief FinancialAccounting Officer
(Principal Financial Officer)

(Principal
Accounting Officer)

Dated: March 15, 2016

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael D. Rumbolz, Randy L. Taylor, and Todd A. Valli and each of them, his attorneys‑in‑fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10‑K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑Kreport has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature

Title

Date

Signature

Title
Date

/s/ MICHAEL D. RUMBOLZ

Michael D. Rumbolz

Interim

President and Chief Executive Officer (Interim March 12, 2019
Michael D. Rumbolz(Principal Executive Officer) and Director

March 15, 2016

/s/ RANDY L. TAYLOR

Chief Financial OfficerMarch 12, 2019
Randy L. Taylor

Chief Financial Officer (Principal

(Principal Financial Officer)

March 15, 2016

/s/ TODD A. VALLI

Chief Accounting OfficerMarch 12, 2019
Todd A. Valli

Chief Accounting Officer (Principal

(Principal Accounting Officer)

March 15, 2016

/s/ E. MILES KILBURN

Chairman of the Board and DirectorMarch 12, 2019
E. Miles Kilburn
/s/ GEOFFREY P. JUDGEDirectorMarch 12, 2019
Geoffrey P. Judge
/s/ RONALD V. CONGEMI

DirectorMarch 12, 2019
Ronald V. Congemi

Director

March 15, 2016

/s/ E. MILES KILBURN

E. Miles Kilburn

Director

March 15, 2016

/s/ GEOFFREY P. JUDGE

Geoffrey P. Judge

Director

March 15, 2016

/s/ FRED C. ENLOW

Fred C. Enlow

Director

March 15, 2016

/s/ EILEEN F. RANEY

DirectorMarch 12, 2019
Eileen F. Raney

Director

/s/ LINSTER W. FOXDirectorMarch 15, 2016

12, 2019
Linster W. Fox
/s/ MAUREEN T. MULLARKEYDirectorMarch 12, 2019
Maureen T. Mullarkey


121


100