Everi Payments 10-Q 2005 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2005

OR

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

For the transition period from                    to                    

Commission file no 001-32622

GLOBAL CASH ACCESS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) 20-0723270
(I.R.S. Employer I.D. No.)

3525 EAST POST ROAD
SUITE 120
LAS VEGAS, NEVADA
(Address of Principal Executive Offices) 89120
(Zip Code)

Registrant’s telephone number, including area code:
(800) 833-7110

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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.

Yesþ Noo

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).Yeso Noþ

     As of November 10, 2005, there were 81,553,568 shares of the Registrant’s common stock, $0.001 par value per share, issued and outstanding.

TABLE OF CONTENTS

	Page
Part I: Financial Information
Item 1: Unaudited Condensed Consolidated Financial Statements		3
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004		4
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2005 and 2004		5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004		6
Notes to Unaudited Condensed Consolidated Financial Statements		8
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3: Quantitative and Qualitative Disclosures About Market Risk		40
Item 4: Controls and Procedures		41
Part II: Other Information
Item 1: Legal Proceedings		42
Item 6: Exhibits		43
Signatures		44
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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PART I: FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except par value)
(unaudited)

	September 30,			December 31,
	2005			2004
ASSETS
Cash and cash equivalents	$	137,272		$	49,577
Settlement receivables		18,917			30,357
Receivables, other		3,876			4,641
Prepaid and other assets		14,405			13,725
Property, equipment and leasehold improvements, net		9,028			10,341
Goodwill, net		156,752			156,733
Other intangibles, net		23,278			16,546
Deferred income taxes, net		205,343			214,705
Total assets	$	568,871		$	496,625
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES:
Settlement liabilities	$	19,952		$	42,192
Accounts payable		20,160			20,617
Accrued expenses		10,124			12,258
Borrowings		441,178			478,250
Total liabilities		491,414			553,317
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		211			87
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock — series A, $0.001 par value, 500,000 shares and 39,325 shares authorized and 80,500 and 31,775 shares outstanding at September 30, 2005 and December 31, 2004, respectively		81			32
Common stock — series B, $0.001 par value, 0 shares and 13,000 shares authorized and 0 and 400 shares outstanding at September 30, 2005 and December 31, 2004, respectively		—			—
Convertible preferred stock — series A, $0.001 par value, 50,000 shares and 97,500 shares authorized and 0 shares and 31,720 shares outstanding at September 30, 2005 and December 31, 2004, respectively		—			32
Convertible preferred stock — series B, $0.001 par value, 0 shares and 13,000 shares authorized and 0 shares and 7,605 shares outstanding at September 30, 2005 and December 31, 2004, respectively		—			8
Additional paid in capital		115,679			—
Accumulated deficit		(40,330	)		(58,801	)
Accumulated other comprehensive income		1,816			1,950
Total stockholders’ equity (deficit)		77,246			(56,779	)
Total liabilities and stockholders’ equity (deficit)	$	568,871		$	496,625

See notes to unaudited condensed consolidated financial statements.

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GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(amounts in thousands, except per share)
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
REVENUES:
Cash advance	$	60,298		$	55,798		$	175,009		$	156,605
ATM		46,572			41,218			135,561			118,600
Check services		7,088			6,478			20,131			17,998
Central Credit and other revenues		2,637			2,676			8,020			8,049
Total revenues		116,595			106,170			338,721			301,252
COST OF REVENUES		81,305			71,552			230,014			201,935
GROSS PROFIT		35,290			34,618			108,707			99,317
Operating expenses		(14,118	)		(9,565	)		(38,162	)		(34,437	)
Amortization		(1,267	)		(1,427	)		(3,926	)		(4,276	)
Depreciation		(1,735	)		(1,981	)		(5,619	)		(5,945	)
OPERATING INCOME		18,170			21,645			61,000			54,659
INTEREST INCOME (EXPENSE), NET
Interest income		368			384			1,001			973
Interest expense		(11,651	)		(9,608	)		(33,411	)		(22,849	)
Total interest income (expense), net		(11,283	)		(9,224	)		(32,410	)		(21,876	)
INCOME BEFORE INCOME TAX (PROVISION)
BENEFIT AND MINORITY OWNERSHIP LOSS		6,887			12,421			28,590			32,783
INCOME TAX (PROVISION) BENEFIT		(2,464	)		(5,763	)		(10,277	)		202,319
INCOME BEFORE MINORITY OWNERSHIP LOSS		4,423			6,658			18,313			235,102
MINORITY OWNERSHIP LOSS		63			36			156			158
NET INCOME		4,486			6,694			18,469			235,260
Foreign currency translation		131			79			(133	)		(125	)
Income tax (provision) benefit related to other comprehensive income items		(47	)		(28	)		48			45
COMPREHENSIVE INCOME	$	4,570		$	6,745		$	18,384		$	235,180
Earnings per share
Basic	$	0.12		$	0.21		$	0.55		$	7.31
Diluted	$	0.06		$	0.09		$	0.26		$	3.29
Weighted average number of common shares outstanding
Basic		36,377			32,175			33,591			32,175
Diluted		72,500			71,500			71,980			71,500

See notes to unaudited condensed consolidated financial statements.

5

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

	Nine Months Ended
	September 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	18,469		$	235,260
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of financing costs		1,494			1,124
Amortization of intangibles		3,926			4,276
Depreciation		5,619			5,945
Loss on disposal of assets		45			179
Bad debt expense		1,100			—
Deferred income taxes		9,362			(203,982	)
Minority ownership loss		(156	)		(158	)
Changes in operating assets and liabilities:
Settlement receivables		11,296			5,145
Receivables, other		(1,708	)		336
Prepaid and other assets		(1,941	)		(653	)
Settlement liabilities		(22,085	)		(7,670	)
Accounts payable		(430	)		56
Accrued expenses		(2,570	)		6,068
Net cash provided by operating activities		22,421			45,926
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		(4,345	)		(1,704	)
Purchase of other intangibles		(10,665	)		(1,298	)
Net cash used in investing activities		(15,010	)		(3,002	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facility		—			484,087
Repayments under credit facility		(37,072	)		(6,500	)
Debt issuance costs		(132	)		(2,851	)
Proceeds from sale of stock		117,180			—
Minority capital contributions		280			300
Redemption of membership interests and distributions to partners		—			(508,587	)
Net cash provided by (used in) financing activities		80,256			(33,551	)

(Continued)

6

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

	Nine Months Ended
	September 30,
	2005		2004
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	$	28	$	(223	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		87,695		9,150
CASH AND CASH EQUIVALENTS — Beginning of period		49,577		23,423
CASH AND CASH EQUIVALENTS — End of period	$	137,272	$	32,573
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	36,528	$	16,883
Cash paid for income taxes, net of refunds	$	2,324	$	78
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Contribution related to forgiveness of related party payable	$	—	$	964
Distribution related to forgiveness of related party receivable	$	—	$	3,166
Debt issuance costs treated as a reduction of credit facility proceeds	$	—	$	10,913
Conversion of preferred series A and series B and common series B into common series A	$	40	$	—

See notes to unaudited condensed consolidated financial statements.

7

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BUSINESS AND BASIS OF PRESENTATION

Business — Global Cash Access Holdings, Inc. is a holding company, the principal asset of which is the capital stock of Global Cash Access, Inc. (“GCA”). Unless otherwise indicated, the terms “the Company,” “we,” “us” and “our” refer to Global Cash Access Holdings, Inc. together with its consolidated subsidiaries (“Holdings”). Holdings was formed on February 4, 2004, to hold all of the outstanding capital stock of GCA and to guarantee the obligations under GCA’s senior secured credit facilities. The accompanying condensed consolidated financial statements present the operations of the Company as-if Holdings had been in existence for all periods presented.

GCA is a financial services company that provides cash access products and services to the gaming industry. The Company’s cash access products and services allow gaming patrons to access funds through a variety of methods, including credit card cash advances, point-of-sale debit card cash advances, automated teller machine (“ATM”) withdrawals, check cashing transactions and money transfers. These services are provided to patrons at gaming establishments directly by the Company or through one of its consolidated subsidiaries. GCA’s subsidiaries are: CashCall Systems, Inc. (“CashCall”), Global Cash Access (BVI), Inc. (“BVI”), GCA Access Card, Inc. (“GCA Card”), Global Cash Access Switzerland, Ltd. (“Swiss Co”) and QuikPlay, LLC (“QuikPlay”).

The Company also owns and operates one of the leading credit reporting agencies in the gaming industry, Central Credit, LLC (“Central”), and provides credit-information services and credit-reporting history on gaming patrons to various gaming establishments. Central operates in both international and domestic gaming markets.

The accompanying unaudited condensed consolidated financial statements include the accounts of Holdings and its consolidated subsidiaries: GCA, CashCall, Central, BVI, GCA Card, Swiss Co and QuikPlay.

Basis of Presentation — The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Some of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for a fair presentation of results for the interim periods have been made. The results for the three and nine months ended September 30, 2005 are not necessarily indicative of results to be expected for the full fiscal year.

These unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included within Holdings’ Registration Statement on Form 424B4 filed on September 23, 2005.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation — The unaudited condensed consolidated financial statements presented for the three and nine months ended September 30, 2005 and 2004 and as of December 31, 2004 include the accounts of Global Cash Access Holdings, Inc., and its subsidiaries. CashCall was contributed into the Company on March 10, 2004. The financial statements include CashCall as a combined entity for the period prior to its contribution on March 10, 2004.

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All significant intercompany transactions and balances have been eliminated in consolidation.

Earnings Applicable to Common Stock — In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 128,Earnings per Share, 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, which consists of convertible preferred stock and assumed stock option exercises. The weighted-average number of common shares outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
Weighted average common shares outstanding — basic		36,377		32,175		33,591		32,175
Potential dilution from conversion of preferred shares		35,905		39,325		38,173		39,325
Potential dilution from equity grants		218		—		216		—
Weighted average common shares outstanding — diluted		72,500		71,500		71,980		71,500

Stock-Based Compensation —As permitted by SFAS No. 148,Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123, the Company continues to apply the provisions of Accounting Principles Board (“APB”) No. 25,Accounting for Stock Issued to Employees,and related interpretations in accounting for its employee stock-based compensation. Accordingly, the intrinsic value method is used to determine the compensation expense that is to be recognized.

In the three and nine months ended September 30, 2005, options to purchase 0.3 million and 3.5 million shares, respectively, of Holdings’ Class A Common Stock were issued to employees and directors of the Company. As all options granted had an exercise price equal to the fair value of the underlying common stock on the date of grant, no compensation expense has been recorded related to these grants. There were options to purchase 0.7 million shares granted in the three and nine months ended September 30, 2004.

The following table illustrates the effect on net income if the Company had applied the fair-value recognition provisions of SFAS No. 123 to the options granted for the three and nine months ended September 30, 2005

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and 2004, respectively (amounts in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net income, as reported	$	4,486		$	6,694		$	18,469		$	235,260
Less: total stock-based compensation determined under fair-value based method for all awards, net of tax		(998	)		(41	)		(2,821	)		(41	)
Pro forma net income	$	3,488		$	6,653		$	15,648		$	235,219
Pro forma earnings per share
Basic	$	0.10		$	0.21		$	0.47		$	7.31
Diluted	$	0.05		$	0.09		$	0.22		$	3.29
Pro forma weighted average number of common shares outstanding
Basic		36,377			32,175			33,591			32,175
Diluted		72,500			71,500			71,980			71,500

Recently Issued Accounting Standards — In December 2004, the FASB issued SFAS No. 123(R),Share-Based Payment,which establishes accounting standards for all transactions in which an entity exchanges its equity instruments for goods and services. SFAS No. 123(R) focuses primarily on accounting for transactions with employees, and carries forward without change prior guidance for share-based payments for transactions with non-employees. The provisions of SFAS No. 123(R) are effective for fiscal years beginning after June 15, 2005. The Company believes that the adoption of SFAS No. 123(R) will not have a material impact on its financial position, results of operations, or cash flows.

In May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle. It also requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. The statement will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS No. 154 to have a material effect on its consolidated financial position or results of operations.

On July 14, 2005, the FASB issued an Exposure Draft,Accounting for Uncertain Tax Positions, that would interpret SFAS No. 109,Accounting for Income Taxes. This proposal seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement requirements related to accounting for income taxes. Specifically, the proposal would require that a tax position meet a probable recognition threshold for the benefit of an uncertain tax position to be recognized in the financial statements. The proposal would require recognition in the financial statements of the best estimate of the effect of a tax position only if that position is probable of being sustained on audit by the appropriate taxing authorities, based solely on the technical merits of the position. The Company is currently reviewing the provisions of the Exposure Draft to determine the impact it may have. The proposal, if issued, will not be effective for 2005.

3. ATM FUNDING AGREEMENTS

Bank of America Amended Treasury Services Agreement —On March 8, 2004, the Company entered into an Amendment of the Treasury Services Agreement with Bank of America, N.A. that allowed for the Company to utilize up to $300 million in funds owned by Bank of America to provide the currency needed for normal operating requirements for all the Company’s ATMs. For use of these funds, GCA pays Bank of America a

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cash usage fee equal to the average daily balance of funds utilized multiplied by the one-month LIBOR rate plus 25 basis points. The cash usage interest rate in effect at September 30, 2005 was 4.0%.

Site Funded ATMs —GCA operates some ATMs at customer locations where the customer provides the cash required for ATM operational needs. GCA is required to reimburse the customer for the amount of cash dispensed from these site-funded ATMs. As of September 30, 2005 and December 31, 2004, GCA operated 153 and 122 ATMs, respectively, that were site funded.

4. OTHER INTANGIBLES

On September 29, 2005, GCA paid $10.0 million to USA Payments to acquire the patent covering the “3-in-1 rollover” functionality on ATMs. The patent will expire in January 2018 and will be amortized over the life of the patent.

5. COMMITMENTS AND CONTINGENCIES

Pursuant to the terms of the Company’s Amended and Restated Credit Agreement, the Company is required to redeem 35% of the outstanding principal amount of its senior subordinated notes out of the proceeds of its initial public offering of common stock. The principal amount of notes to be redeemed is $82.25 million, and the indenture governing the notes specifies a redemption premium of 8.75% of principal amount, for a total redemption price of approximately $89.4 million. In compliance with the terms of the Indenture, on September 30, 2005, the Company gave the trustee a notice of its intention to redeem $82.25 million in principal amount of the notes at the applicable redemption price. As described below in Note 9 — Subsequent Events, the Company completed the redemption on October 31, 2005.

On October 22, 2004, we and USA Payments, as co-plaintiffs, filed a complaint in United States District Court, District of Nevada against U.S. Bancorp d/b/a U.S. Bank, Certegy Inc., Certegy Check Services, Inc., Game Financial Corporation and GameCash, Inc. alleging the infringement of the patented “3-in-1 rollover” functionality. In this litigation, we are seeking an injunction against future infringement of the patent and recovery of damages as a result of past infringement of the patent. In its response, the defendants have denied infringement and have asserted patent invalidity. In addition, the defendants have asserted various antitrust and unfair competition counterclaims.

We are threatened with or named as a defendant in various lawsuits in the ordinary course of business, such as personal injury claims and employment-related claims. It is not possible to determine the ultimate disposition of these matters; however, we are of the opinion that the final resolution of any such threatened or pending litigation, individually or in the aggregate, is not likely to have a material adverse effect on our business, cash flow, results of operations or financial position.

6. BORROWINGS

Senior Secured Credit Facility —In April 2005, GCA and Holdings entered into an Amended and Restated Credit Facility (the “Amended Credit Facility”). The term loan portion of the Amended Credit Facility amortizes at a rate of $2.8 million per quarter beginning with the quarter ending June 30, 2005 continuing through the quarter ending March 31, 2009 with the remaining balance to be repaid in equal quarterly installments of $41.8 million from June 30, 2009 through March 31, 2010. In addition, the Company is required to make additional principal payments (within 100 days of the end of every fiscal year) based upon an applicable percentage of the excess cash flow, as defined in the Amended Credit Facility. The applicable percentage is 75% at leverage levels (as determined at the end of the applicable fiscal year) greater than or equal to 4.25 times earnings before interest, taxes, depreciation and amortization (“EBITDA”), 50% at leverage levels less than 4.25 times EBITDA, and 0% at leverage levels below 3.0 times EBITDA.

Borrowings under the Amended Credit Facility bear interest, at the Company’s option, at either i) a base rate plus an applicable margin or ii) LIBOR plus an applicable margin. For the term loan portion of the Amended Credit Facility the applicable margin for LIBOR loans is 2.25% while the applicable margin for base rate

11

loans is 1.25%. Further reductions in the applicable margin for term loans are possible based upon the Company’s leverage ratio and credit ratings. The revolving portion of the Amended Credit Facility has an applicable margin for LIBOR loans of 2.25% while base rate loans have an applicable margin of 1.50%. The applicable margin for both the term loan and revolving portion of the Amended Credit Facility may be adjusted from time-to-time based upon the Company’s leverage ratio, provided that the applicable margins for base rate loans will always be 1% less than the applicable margins for LIBOR loans.

In the nine months ended September 30, 2005, the Company made repayments of $37.1 million on the term loan. Under the terms of our Amended Credit Facility we are required to maintain financial covenants related to our leverage ratio, senior leverage ratio and fixed charge cover ratio. Additionally, we have a covenant related to our allowable capital expenditures. The Company believes it was in compliance with all of its debt covenants as of September 30, 2005.

As of September 30, 2005, the Company had $0.1 million in letters of credits issued and outstanding, which reduced amounts available under the revolving portion of the Amended Credit Facility.

7. RELATED PARTY TRANSACTIONS

M&C International (“M&C”) is the owner of approximately 30.1% of the outstanding equity interests of Holdings. Bank of America Corporation owns approximately 3.8% of the equity interests of Holdings.

The Company made payments for software development costs and system maintenance to Infonox on the Web, a company controlled by the principals of M&C, during each of the periods presented. The software development costs are capitalized and reflected in intangible assets in the unaudited condensed consolidated balance sheets and the system maintenance is classified in operating expenses in the unaudited condensed consolidated statements of income.

The Company made payments for transaction processing services to USA Payments, a company controlled by the principals of M&C. The processing payments have been reflected in cost of revenues and operating expenses in the unaudited condensed consolidated statements of income. Additionally, USA Payments provides pass through invoices related mainly to gateway fees and other processing charges incurred on behalf of the Company from unrelatedthird parties; these expenses are also classified as part of cost of revenues.

The Company uses Bank of America, N.A., an affiliate of Bank of America Corporation, for general corporate banking purposes and is charged monthly servicing fees for these services, which are included in operating expenses. In connection with the ATM Funding agreement, GCA obtains cash for our ATMs from Bank of America, N.A. The fees paid to Bank of America for the preparation of the cash used in our ATMs is included within operating expenses, while the cash usage fee is included as part of interest expense.

In April 2005, Banc of America Securities LLC, an affiliate of Bank of America Corporation, acted as financial advisor to the Company in connection with the Amended Credit Facility. As a fee for those services, we are obligated to pay Banc of America Securities 50% of the difference between the interest expense we pay under the Amended Credit Facility and what we would have paid under the prior credit facility. Our obligation to pay this fee ends in April 2006. During the three and nine months ended September 30, 2005, the Company incurred $0.1 million and $0.2 million, respectively, in fees related to the financial advisory services provided by Banc of America Securities LLC.

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The following table represents the transactions with related parties for the three and nine months ended September 30, 2005 and 2004 (amounts in thousands):

		Three Months Ended				Nine Months Ended
Name of		September 30,				September 30,
Related Party	Description of Transaction	2005		2004		2005		2004
M&C Affiliates:
Infonox on the Web	Software development costs and maintenance expense included in operating expenses and other intangibles, net	$	350	$	350	$	1,171	$	1,100
USA Payments	Transaction processing charges included in cost of revenues		667		640		2,190		1,910
USA Payments	Pass through billing related to gateway fees, telecom and other items included in cost of revenues and operating expenses		314		343		917		1,268
Bank of America, N.A.:
Bank of America, N.A.	Bank fees and cash preparation fees for cash accounts maintained included within operating expenses		455		555		1,321		746
Bank of America, N.A.	Cash usage fee included within interest expense	$	2,837	$	1,265	$	7,058	$	1,493

The following table details the amounts due from (to) these related parties that are recorded as part of receivables, other, accounts payable and accrued expenses in the unaudited condensed consolidated balance sheets (amounts in thousands):

	September 30,			December 31,
	2005			2004
M&C and related companies	$	45		$	45
Bank of America, N.A.		38			6
Total included within receivables, other	$	83		$	51
USA Payments	$	(298	)	$	(325	)
Infonox on the Web		(143	)		(52	)
Bank of America, N.A.		(150	)		(137	)
Total included within accounts payable and accrued expenses	$	(591	)	$	(514	)

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8. PRO FORMA INCOME TAXES

On May 14, 2004, the Company converted to a C corporation as defined in the Internal Revenue Code. Prior to this date, the Company was a pass through entity for U.S. federal and state income tax purposes. The following presents the pro forma unaudited income taxes that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for the three and nine months ended September 30, 2004 (amounts in thousands):

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2004			2004
Income before income tax provision (benefit) and minority ownership loss — historical	$	12,421		$	32,783
Income tax provision — historical, exclusive of tax benefit, net		(5,763	)		(8,306	)
Pro forma income tax provision		1,291			(3,496	)
Minority ownership loss — historical		36			158
Pro forma net income	$	7,985		$	21,139
Pro forma earnings per share
Basic	$	0.25		$	0.66
Diluted	$	0.11		$	0.30
Pro forma weighted average number of common shares outstanding
Basic		32,175			32,175
Diluted		71,500			71,500

Pro forma income tax provision is based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during the period. Actual rates and expenses could have differed had the Company been subject to U.S. federal and state income taxes for all periods presented. Therefore, the unaudited pro forma amounts are for informational purposes only and are intended to be indicative of the results of operations had the Company been subject to U.S. federal and state income taxes for all periods presented.

The following table presents the computation of the pro forma income tax expense for the three and nine months ended September 30, 2004 (amounts in thousands ):

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2004			2004
Income before income taxes, as reported	$	12,421		$	32,783
Effective pro forma income tax rate		36.00	%		36.00	%
Pro forma income tax expense	$	4,472		$	11,802

9. SEGMENT INFORMATION

Operating segments as defined by SFAS No. 131,Disclosures About Segments of an Enterprise and Related Information, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to

14

allocate resources and in assessing performance. The Company’s chief operating decision-making group consists of the Chief Executive Officer and Chief Financial Officer. The operating segments are reviewed separately because each represents products that can be, and often are, marketed and sold separately to our customers.

The Company operates in four distinct business segments: cash advance, ATM, check services and credit reporting services. These segments are monitored separately by management for performance against its internal forecast and are consistent with the Company’s internal management reporting.

Other lines of business, none of which exceed the established materiality for segment reporting, include Western Union, direct marketing and QuikPlay, among others.

The Company’s business is predominantly domestic, with no specific regional concentrations.

Major customers —During the three and nine months ended September 30, 2005, the Company had one customer that generated total revenues of approximately $21.6 million and $62.4 million, respectively, from all segments. During the three and nine months ended September 30, 2004, one customer generated total revenues of approximately $21.1 million and $59.9 million, respectively, from all segments.

The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies. The tables below present the results of operations for the three and nine months ended September 30, 2005 and 2004 and total assets by operating segment as of September 30, 2005 and December 31, 2004 (amounts in thousands):

	Cash						Check			Credit
	Advance			ATM			Services			Reporting			Other			Total
Three Months Ended September 30, 2005
Revenues	$	60,298		$	46,572		$	7,088		$	2,200		$	437		$	116,595
Depreciation and amortization		(1,057	)		(1,798	)		(9	)		(20	)		(118	)		(3,002	)
Operating income		8,870			7,506			1,132			562			100			18,170
Interest income		368			—			—			—			—			368
Interest expense		(4,558	)		(6,358	)		(536	)		(166	)		(33	)		(11,651	)
Income taxes		(1,675	)		(407	)		(214	)		(142	)		(26	)		(2,464	)
Minority ownership loss		—			—			—			—			63			63
Net income	$	3,005		$	741		$	382		$	254		$	104		$	4,486
Three Months Ended September 30, 2004
Revenues	$	55,798		$	41,218		$	6,478		$	2,334		$	342		$	106,170
Depreciation and amortization		(1,186	)		(1,998	)		(8	)		(93	)		(123	)		(3,408	)
Operating income (loss)		11,728			6,242			2,598			1,100			(23	)		21,645
Interest income		384			—			—			—			—			384
Interest expense		(4,317	)		(4,595	)		(507	)		(157	)		(32	)		(9,608	)
Income taxes		(3,594	)		(1,097	)		(753	)		(339	)		20			(5,763	)
Minority ownership loss		—			—			—			—			36			36
Net income	$	4,201		$	550		$	1,338		$	604		$	1		$	6,694

15

	Cash						Check			Credit
	Advance			ATM			Services			Reporting			Other			Total
Nine Months Ended September 30, 2005
Revenues	$	175,009		$	135,561		$	20,131		$	6,799		$	1,221		$	338,721
Depreciation and amortization		(3,282	)		(5,791	)		(28	)		(83	)		(361	)		(9,545	)
Operating income		31,459			21,086			5,560			2,678			217			61,000
Interest income		1,001			—			—			—			—			1,001
Interest expense		(13,616	)		(17,605	)		(1,566	)		(529	)		(95	)		(33,411	)
Income taxes		(6,774	)		(1,247	)		(1,438	)		(774	)		(44	)		(10,277	)
Minority ownership loss		—			—			—			—			156			156
Net income	$	12,070		$	2,234		$	2,556		$	1,375		$	234		$	18,469
Nine Months Ended September 30, 2004
Revenues	$	156,605		$	118,600		$	17,998		$	7,045		$	1,004		$	301,252
Depreciation and amortization		(3,652	)		(5,911	)		(10	)		(276	)		(372	)		(10,221	)
Operating income (loss)		29,466			15,193			6,872			3,162			(34	)		54,659
Interest income		973			—			—			—			—			973
Interest expense		(9,711	)		(11,576	)		(1,117	)		(377	)		(68	)		(22,849	)
Income taxes		123,107			82,250			(2,072	)		(1,003	)		37			202,319
Minority ownership loss		—			—			—			—			158			158
Net income	$	143,835		$	85,867		$	3,683		$	1,782		$	93		$	235,260

	September 30,		December 31,
Total Assets	2005		2004
Cash advance	$	389,690	$	317,604
ATM		133,995		133,005
Check services		1,798		4,223
Credit reporting		43,103		41,263
Other		285		530
Total assets	$	568,871	$	496,625

10. SUBSEQUENT EVENTS

On October 12, 2005, the underwriters of Holdings’ initial public offering of common stock exercised the over allotment option to purchase 1,053,568 shares of common stock from the Company at a purchase price of $14.00 per share. The net proceeds to the Company, after underwriters’ discount, was $13.7 million.

On October 31, 2005, The Company caused GCA to use $89.4 million of the net proceeds of Holdings’ initial public offering of common stock to redeem $82.25 million face amount of its 8³/4% senior subordinated notes due 2012 at a redemption price of 108.75% of face amount. Also on October 31, 2005, the Company repaid $20.0 million in principal of the term loan portion of its senior secured credit facilities.

16

11. GUARANTOR INFORMATION

In March 2004, GCA issued $235 million in aggregate principal amount of 8³/4% senior subordinated notes due 2012 (the “Notes”). The Notes are guaranteed by all of the GCA’s domestic wholly-owned existing subsidiaries. In addition, effective upon the closing of the Company’s initial public offering of common stock, Holdings guaranteed, on a subordinated basis, GCA’s obligations under the Notes. These guarantees are full, unconditional, joint and several. CashCall, BVI and Swiss Co, which are wholly owned non-domestic subsidiaries, and QuikPlay, which is a consolidated joint venture, do not guaranty the Notes. The following consolidating schedules present separate unaudited condensed financial statement information on a combined basis for the parent only, the issuer, as well as the Company’s guarantor subsidiaries and non-guarantor subsidiaries and affiliate, as of September 30, 2005 and December 31, 2004, and for the three and nine months ended September 30, 2005 and 2004.

17

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — BALANCE SHEET INFORMATION
SEPTEMBER 30, 2005

(amounts in thousands)

(unaudited)

						Combined		Combined Non-		Elimination
	Parent		Issuer			Guarantors		Guarantors		Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	132,074		$	590	$	4,608	$	—		$	137,272
Settlement receivables		—		18,550			—		367		—			18,917
Receivables, other		116,043		7,901			19,856		25		(139,949	)		3,876
Prepaid and other assets		—		14,380			2		23		—			14,405
Investment in subsidiaries		38,443		63,860			—		—		(102,303	)		—
Property, equipment and leasehold improvements, net		—		8,941			3		84		—			9,028
Goodwill, net		—		116,574			39,471		707		—			156,752
Other intangibles, net		—		22,942			144		192		—			23,278
Deferred income taxes, net		—		205,343			—		—		—			205,343
TOTAL	$	154,486	$	590,565		$	60,066	$	6,006	$	(242,252	)	$	568,871
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES:
Settlement liabilities	$	—	$	19,695		$	—	$	257	$	—		$	19,952
Accounts payable		—		19,793			19		348		—			20,160
Accrued expenses		354		148,131			55		1,533		(139,949	)		10,124
Borrowings		—		441,178			—		—		—			441,178
Total liabilities		354		628,797			74		2,138		(139,949	)		491,414
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		—		211			—		—		—			211
STOCKHOLDERS’ (DEFICIT) EQUITY		154,132		(38,443	)		59,992		3,868		(102,303	)		77,246
TOTAL	$	154,486	$	590,565		$	60,066	$	6,006	$	(242,252	)	$	568,871

* Eliminations include intercompany investments and management fees

18

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — BALANCE SHEET INFORMATION
DECEMBER 31, 2004

(amounts in thousands)

(unaudited)

									Combined
							Combined		Non-		Elimination
	Parent			Issuer			Guarantors		Guarantors		Entries *			Consolidated
ASSETS
Cash and cash equivalents	$	700		$	45,037		$	662	$	3,178	$	—		$	49,577
Settlement receivables		—			29,787			—		570		—			30,357
Receivables, other		—			6,915			16,952		19		(19,245	)		4,641
Prepaid and other assets		—			13,713			—		12		—			13,725
Investment in subsidiaries		(57,479	)		59,719			—		—		(2,240	)		—
Property, equipment and leasehold improvements, net		—			10,341			—		—		—			10,341
Goodwill, net		—			116,575			39,470		688		—			156,733
Other intangibles, net		—			16,512			34		—		—			16,546
Deferred income taxes, net		—			214,121			—		584		—			214,705
TOTAL	$	(56,779	)	$	512,720		$	57,118	$	5,051	$	(21,485	)	$	496,625
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES:
Settlement liabilities	$	—		$	41,583		$	—	$	609	$	—		$	42,192
Accounts payable		—			19,929			375		313		—			20,617
Accrued expenses		—			30,350			—		1,153		(19,245	)		12,258
Borrowings		—			478,250			—		—		—			478,250
Total liabilities		—			570,112			375		2,075		(19,245	)		553,317
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		—			87			—		—		—			87
STOCKHOLDERS’ (DEFICIT) EQUITY		(56,779	)		(57,479	)		56,743		2,976		(2,240	)		(56,779	)
TOTAL	$	(56,779	)	$	512,720		$	57,118	$	5,051	$	(21,485	)	$	496,625

* Eliminations include intercompany investments and management fees

19

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2005

(amounts in thousands)

(unaudited)

									Combined
						Combined			Non-
	Parent		Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
REVENUES:
Cash advance	$	—	$	59,056		$	—		$	1,242		$	—		$	60,298
ATM		—		46,572			—			—			—			46,572
Check services		—		5,376			1,712			—			—			7,088
Central Credit and other revenues		4,486		1,660			2,200			17			(5,726	)		2,637
														��
Total revenues		4,486		112,664			3,912			1,259			(5,726	)		116,595
COST OF REVENUES		—		79,173			1,341			791			—			81,305
GROSS PROFIT		4,486		33,491			2,571			468			(5,726	)		35,290
Operating expenses		—		(12,410	)		(1,485	)		(381	)		158			(14,118	)
Amortization		—		(1,236	)		(17	)		(14	)		—			(1,267	)
Depreciation		—		(1,727	)		—			(8	)		—			(1,735	)
OPERATING INCOME (LOSS)		4,486		18,118			1,069			65			(5,568	)		18,170
INTEREST INCOME (EXPENSE), NET
Interest income		—		344			—			24			—			368
Interest expense		—		(11,651	)		—			—			—			(11,651	)
Total interest income (expense) , net		—		(11,307	)		—			24			—			(11,283	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION AND MINORITY OWNERSHIP LOSS		4,486		6,811			1,069			89			(5,568	)		6,887
INCOME TAX PROVISION		—		(2,388	)		—			(76	)		—			(2,464	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		4,486		4,423			1,069			13			(5,568	)		4,423
MINORITY OWNERSHIP LOSS		—		63			—			—			—			63
NET INCOME (LOSS)	$	4,486	$	4,486		$	1,069		$	13		$	(5,568	)	$	4,486

* Eliminations include earnings on subsidiaries and management fees

20

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2004

(amounts in thousands)

(unaudited)

						Combined			Combined Non-
	Parent		Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
REVENUES:
Cash advance	$	—	$	54,590		$	—		$	1,208		$	—		$	55,798
ATM		—		41,218			—			—			—			41,218
Check services		—		6,478			—			—			—			6,478
Central Credit and other revenues		6,694		2,824			2,620			19			(9,481	)		2,676
Total revenues		6,694		105,110			2,620			1,227			(9,481	)		106,170
COST OF REVENUES		—		70,718			72			762			—			71,552
GROSS PROFIT		6,694		34,392			2,548			465			(9,481	)		34,618
Operating expenses		—		(8,467	)		(880	)		(334	)		116			(9,565	)
Amortization		—		(1,344	)		(83	)		—			—			(1,427	)
Depreciation		—		(1,973	)		(8	)		—			—			(1,981	)
OPERATING INCOME (LOSS)		6,694		22,608			1,577			131			(9,365	)		21,645
INTEREST INCOME (EXPENSE), NET
Interest income		—		370			—			14			—			384
Interest expense		—		(9,608	)		—			—			—			(9,608	)
Total interest income (expense), net		—		(9,238	)		—			14			—			(9,224	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION AND MINORITY OWNERSHIP LOSS		6,694		13,370			1,577			145			(9,365	)		12,421
INCOME TAX PROVISION		—		(6,712	)		—			949			—			(5,763	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		6,694		6,658			1,577			1,094			(9,365	)		6,658
MINORITY OWNERSHIP LOSS		—		36			—			—			—			36
NET INCOME (LOSS)	$	6,694	$	6,694		$	1,577		$	1,094		$	(9,365	)	$	6,694

* Eliminations include earnings on subsidiaries and management fees

21

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2005

(amounts in thousands)
(unaudited)

									Combined
						Combined			Non-
	Parent		Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
REVENUES:
Cash advance	$	—	$	171,347		$	—		$	3,662		$	—		$	175,009
ATM		—		135,561			—			—			—			135,561
Check services		—		17,973			2,158			—			—			20,131
Central Credit and other revenues		18,469		4,944			6,799			63			(22,255	)		8,020
Total revenues		18,469		329,825			8,957			3,725			(22,255	)		338,721
COST OF REVENUES		—		225,829			1,880			2,305			—			230,014
GROSS PROFIT		18,469		103,996			7,077			1,420			(22,255	)		108,707
Operating expenses		—		(33,777	)		(3,755	)		(1,079	)		449			(38,162	)
Amortization		—		(3,832	)		(73	)		(21	)		—			(3,926	)
Depreciation		—		(5,602	)		(1	)		(16	)		—			(5,619	)
OPERATING INCOME (LOSS)		18,469		60,785			3,248			304			(21,806	)		61,000
INTEREST INCOME (EXPENSE), NET
Interest income		—		934			—			67			—			1,001
Interest expense		—		(33,411	)		—			—			—			(33,411	)
Total interest income (expense) , net		—		(32,477	)		—			67			—			(32,410	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION AND MINORITY OWNERSHIP LOSS		18,469		28,308			3,248			371			(21,806	)		28,590
INCOME TAX PROVISION		—		(9,995	)		—			(282	)		—			(10,277	)
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		18,469		18,313			3,248			89			(21,806	)		18,313
MINORITY OWNERSHIP LOSS		—		156			—			—			—			156
NET INCOME (LOSS)	$	18,469	$	18,469		$	3,248		$	89		$	(21,806	)	$	18,469

* Eliminations include earnings on subsidiaries and management fees

22

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2004

(amounts in thousands)

(unaudited)

						Combined			Combined Non-
	Parent		Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
REVENUES:
Cash advance	$	—	$	153,505		$	—		$	3,100		$	—		$	156,605
ATM		—		118,600			—			—			—			118,600
Check services		—		17,998			—			—			—			17,998
Central Credit and other revenues		235,260		4,565			7,886			54			(239,716	)		8,049
Total revenues		235,260		294,668			7,886			3,154			(239,716	)		301,252
COST OF REVENUES		—		199,786			203			1,946			—			201,935
GROSS PROFIT		235,260		94,882			7,683			1,208			(239,716	)		99,317
Operating expenses		—		(29,601	)		(2,695	)		(2,435	)		294			(34,437	)
Amortization		—		(4,024	)		(252	)		—			—			(4,276	)
Depreciation		—		(5,923	)		(22	)		—			—			(5,945	)
OPERATING INCOME (LOSS)		235,260		55,334			4,714			(1,227	)		(239,422	)		54,659
INTEREST INCOME (EXPENSE), NET
Interest income		—		889			—			84			—			973
Interest expense		—		(22,849	)		—			—			—			(22,849	)
Total interest income (expense), net		—		(21,960	)		—			84			—			(21,876	)
INCOME (LOSS) BEFORE INCOME TAX PROVISION AND MINORITY OWNERSHIP LOSS		235,260		33,374			4,714			(1,143	)		(239,422	)		32,783
INCOME TAX PROVISION		—		201,728			—			591			—			202,319
INCOME (LOSS) BEFORE MINORITY OWNERSHIP LOSS		235,260		235,102			4,714			(552	)		(239,422	)		235,102
MINORITY OWNERSHIP LOSS		—		158			—			—			—			158
NET INCOME (LOSS)	$	235,260	$	235,260		$	4,714		$	(552	)	$	(239,422	)	$	235,260

* Eliminations include earnings on subsidiaries and management fees

23

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005

(amounts in thousands)

(unaudited)

										Combined
							Combined			Non-
	Parent			Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	18,469		$	18,469		$	3,248		$	89		$	(21,806	)	$	18,469
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Amortization of financing costs		—			1,494			—			—			—			1,494
Amortization of intangibles		—			3,832			73			21			—			3,926
Depreciation		—			5,602			1			16			—			5,619
Loss (gain) on sale or disposal of assets		—			45			—			—			—			45
Write-off of bad debt		—			1,100			—			—			—			1,100
Deferred income taxes		—			8,779			—			583			—			9,362
Equity (income) loss		(18,469	)		(3,337	)		—			—			21,806			—
Minority ownership loss		—			(156	)		—			—			—			(156	)
Changes in operating assets and liabilities:
Settlement receivables		—			11,081			—			215			—			11,296
Receivables, other		(1,138	)		(2,320	)		(2,904	)		(7	)		4,661			(1,708	)
Prepaid and other assets		—			(1,928	)		(2	)		(11	)		—			(1,941	)
Settlement liabilities		—			(21,728	)		—			(357	)		—			(22,085	)
Accounts payable		—			(109	)		(356	)		35			—			(430	)
Accrued expenses		—			1,697			55			339			(4,661	)		(2,570	)
Net cash provided by (used in) operating activities		(1,138	)		22,521			115			923						22,421
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		—			(4,225	)		(4	)		(116	)		—			(4,345	)
Purchase of other intangibles		—			(10,286	)		(183	)		(196	)		—			(10,665	)
Investments in subsidiaries		(116,742	)		(700	)		—			—			117,442			—
Net cash used in investing activities		(116,742	)		(15,211	)		(187	)		(312	)		117,442			(15,010	)
																(Continued)

* Eliminations include intercompany investments and management fees

24

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE — STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005

(amounts in thousands)

(unaudited)

										Combined
							Combined			Non-
	Parent			Issuer			Guarantors			Guarantors		Eliminations *			Consolidated
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under credit facility		—			(37,072	)		—			—		—			(37,072	)
Debt issuance costs		—			(132	)		—			—		—			(132	)
Proceeds from equity offering		117,180						—			—		—			117,180
Minority capital contributions		—			280			—			—		—			280
Capital contributions		—			116,742			—			700		(117,442	)		—
Net cash (used in) provided by financing activities		117,180			79,818			—			700		(117,442	)		80,256
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			(91	)		—			119		—			28
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(700	)		87,037			(72	)		1,430		—			87,695
CASH AND CASH EQUIVALENTS—Beginning of period		700			45,037			662			3,178		—			49,577
CASH AND CASH EQUIVALENTS—End of period	$	—		$	132,074		$	590		$	4,608	$	—		$	137,272

* Eliminations include intercompany investments and management fees

25

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004

(amounts in thousands)

(unaudited)

							Combined			Combined Non-
	Parent			Issuer			Guarantors			Guarantors			Eliminations *			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	235,260		$	235,260		$	4,714		$	(552	)	$	(239,422	)	$	235,260
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Amortization of financing costs		—			1,124			—			—			—			1,124
Amortization of intangibles		—			4,024			252			—			—			4,276
Depreciation		—			5,923			22			—			—			5,945
Loss (gain) on sale or disposal of assets		—			179			—			—			—			179
Deferred income taxes		—			(203,416	)		—			(566	)		—			(203,982	)
Equity (income) loss		(235,260	)		(4,162	)		—			—			239,422			—
Minority ownership loss		—			(158	)		—			—			—			(158	)
Changes in operating assets and liabilities:
Settlement receivables		—			5,085			—			60			—			5,145
Receivables, other		—			(10,247	)		(4,949	)		(2,798	)		18,330			336
Prepaid and other assets		—			(634	)		—			(19	)		—			(653	)
Settlement liabilities		—			(7,604	)		—			(66	)		—			(7,670	)
Accounts payable		—			(8	)		4			60			—			56
Accrued expenses		—			21,288			—			3,110			(18,330	)		6,068
Net cash provided by (used in) operating activities		—			46,654			43			(771	)		—			45,926
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements		—			(1,704	)		—			—			—			(1,704	)
Purchase of other intangibles		—			(1,298	)		—			—			—			(1,298	)
Investments in subsidiaries		—			(750	)		—			—			750			—
Net cash used in investing activities		—			(3,752	)		—			—			750			(3,002	)
																(Continued)

* Eliminations include intercompany investments and management fees

26

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE — STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004

(amounts in thousands)

(unaudited)

								Combined			Combined Non-
	Parent		Issuer			Guarantors		Guarantors			Eliminations *			Consolidated
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facility		—		484,087			—		—			—			484,087
Repayments under credit facility		—		(6,500	)		—		—			—			(6,500	)
Debt issuance costs		—		(2,851	)		—		—			—			(2,851	)
Minority capital contributions		—		300			—		—			—			300
Capital contributions		700		—			—		750			(1,450	)		—
Redemption of membership interests and distributions to partners		—		(505,157	)		—		(4,130	)		700			(508,587	)
Net cash used in financing activities		700		(30,121	)		—		(3,380	)		(750	)		(33,551	)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—		(13	)		—		(29	)		(181	)		(223	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		700		12,768			43		(4,180	)		(181	)		9,150
CASH AND CASH EQUIVALENTS   —   Beginning of period		—		14,665			195		8,563			—			23,423
CASH AND CASH EQUIVALENTS   —  End of period	$	700	$	27,433		$	238	$	4,383		$	(181	)	$	32,573

* Eliminations include intercompany investments and management fees

27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions also identify forward-looking statements. Forward-looking statements in this Quarterly Report include, without limitation: our belief that the disclosures are adequate to make the information presented not misleading; our belief that the adoption of SFAS No. 123(R) will not have a material impact on our financial position, results of operations, or cash flows; our expectation that the adoption of SFAS No. 154 will not have a material effect on our consolidated financial position or results of operations; our belief that the final resolution of pending or threatened litigation is not likely to have a material adverse effect on our business, cash flow, results of operations or financial position; our estimate that revenues in the third quarter of 2005 were $1.2 million lower than they might otherwise have been in the absence of hurricanes; our expectation that commissions, interchange and warranty expenses will continue to increase, and that, in the balance of 2005, cost of revenues will increase at a rate faster than revenues; our expectation that gross profit for the last quarter of 2005 will be higher than in the comparable 2004 period; our estimate of the effective tax rate for 2005 of 36% and our estimate that, due to the amortization of our deferred tax asset, actual taxes paid on pretax income generated in the third quarter and first nine months of 2005 will be substantially lower than the provision for income taxes; our expectation that capital expenditures for 2005 will be between $6 million and $8 million; our intention to use our revolving credit facility to provide ongoing working capital and for other general corporate purposes; our belief that we are in compliance with all of our debt covenants as of September 30, 2005 and our belief that borrowings under our secured credit facilities and operating cash flows will be adequate to meet our anticipated requirements for working capital, capital expenditure and debt service needs for the next twelve months and for the foreseeable future; our plan to seek additional financing through bank borrowings or debt or equity financings, if necessary; our belief that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations; and our expectation that we will continue to pay interest on borrowings under our senior secured credit facilities based on LIBOR of various maturities.

Our expectations, beliefs, objectives, anticipations, intentions and strategies regarding the future, including, without limitation, those concerning expected operating results, revenues and earnings are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by the forward-looking statements including, but not limited to: unanticipated changes in standards and reporting requirements; unanticipated transactions involving the exchange of our equity for goods or services, such that the adoption of SFAS No. 123(R) materially impacts our financial position, results of operations, or cash flows; unanticipated future accounting changes or corrections of errors, such that the adoption of SFAS No. 154 materially impacts our consolidated financial position or results of operations; unanticipated events in the regions affected by the hurricanes that would otherwise effect our revenues in the third quarter; the uncertainty of the outcome of any pending or threatened litigation; the failure of card associations and networks to increase interchange fees or our success in negotiating commission rates that do not continue to increase such that our cost of revenues does not increase faster than our revenues; a downturn in the gaming industry, a decline in cardholder willingness to pay a fee for cash access or other unfavorable changes in the cash access industry; unanticipated changes to applicable tax rates or laws or changes in our tax position, including changes in the amortization of our deferred tax asset; an unexpected need to purchase equipment or make other capital expenditures; our inability to satisfy conditions precedent to our ability to borrow additional funds under our senior secured credit facilities or our failure to accurately estimate our operating cash flows and our failure to accurately predict our working capital and capital expenditure needs; our inability to obtain additional financing through bank borrowings or debt or equity financings at all or on terms that are favorable to us; unexpectedly high costs or a limited supply of equipment; an unanticipated change in interest rates. In addition to the risks and uncertainties identified above, our business, financial condition, or operating results are also subject to a number of additional risks and uncertainties, including, but not limited to: our inability to maintain our current customers on favorable terms; our inability to enter new markets; competitive forces or unexpectedly high increases in interchange and processing costs that preclude us from passing such costs on to our customers through increased surcharges or reduced commissions; an unexpectedly high level of chargeback losses; our inability to compete effectively in the cash access products and related services market; unexpected increases in commissions paid to gaming establishments; our inability to anticipate the political and regulatory developments affecting growth in the

28

gaming industry; our failure to comply with financial services regulations; unanticipated changes in consumer privacy laws; our inability to protect our intellectual property rights; our inability to keep pace with the changing technology, evolving industry standards and the introduction of new products and services; the occurrence of errors, failures or disruptions in and unauthorized access to our products and services and the networks and third-party services upon which our products and services are based; our inability to generate sufficient cash flow to service our indebtedness; unexpected changes in our leverage ratio, upon which the percentage of our excess cash flow that is required to be used to make additional payments of principal on our bank debt is based; a renegotiation or refinancing of our debt obligations that alters our debt service burden for a particular period; the loss of one of our financial services providers; actions taken by our technology partners or the failure of our technology partners to service our needs, which results in our decision to sever our relationships with them; our failure to renew our contracts with our top customers; our inability to manage our growth; our loss of key personnel; the loss of our sponsorship into the card associations; changes in the rules and regulations of the card associations that require the discontinuation of or material changes to our products or services; and our inability to identify or form joint ventures with partners that result in products that are commercially successful.

We assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should also review the cautionary statements and risk factors listed in our Registration Statement on Form 424B4 (No. 333-123514) filed on September 23, 2005 and our other filings with the Securities and Exchange Commission (“SEC”), including our Current Reports on Form 8-K.

Overview

We are a provider of cash access products and related services to the gaming industry in the United States, the United Kingdom, Canada, the Caribbean and Switzerland. Our products and services provide gaming establishment patrons access to cash through a variety of methods, including ATM cash withdrawals, credit card cash advances, point-of-sale debit cash advances, check cashing and money transfers. In addition, we also provide products and services that improve credit decision-making, automate cashier operations and enhance patron marketing activities for gaming establishments.

We began our operations as a joint venture limited liability company among M&C International and entities affiliated with Bank of America Corporation and First Data Corporation in July 1998. In September 2000, Bank of America Corporation sold its entire ownership interest in us to M&C International and First Data Corporation. In March 2004, Global Cash Access, Inc. issued $235 million in aggregate principal amount of 8 3/4% senior subordinated notes due 2012 and borrowed $260 million under senior secured credit facilities. Global Cash Access Holdings, Inc. was formed to hold all of the outstanding capital stock of Global Cash Access, Inc. and to guarantee the obligations under the senior secured credit facilities. A substantial portion of the proceeds of these senior subordinated notes and senior secured credit facilities were used to redeem all of First Data Corporation’s interest in us and a portion of M&C International’s interest in us through a recapitalization (the “Recapitalization”), in which Bank of America Corporation reacquired an ownership interest in us. In May 2004, we completed a private equity restructuring (the “Private Equity Restructuring”) in which M&C International sold a portion of its ownership interest in us to a number of private equity investors, including entities affiliated with Summit Partners, and we converted from a limited liability company to a Delaware corporation. In September 2005, Holdings completed an initial public offering of common stock. In connection with that offering, the various equity securities of Holdings that had been outstanding prior to the offering were converted into common stock. In addition, Holdings became a guarantor, on a subordinated basis, of GCA’s senior subordinated notes.

In connection with our conversion from a limited liability company to a corporation for United States federal income tax purposes, we recognized deferred tax assets and liabilities from the expected tax consequences of differences between the book basis and tax basis of our assets and liabilities at the date of conversion into a taxable entity. Prior to our conversion to a corporation, we operated our business as a limited liability company that was treated as a pass through entity for United States federal income tax purposes, making our owners responsible for taxes on their respective share of our earnings. The pro forma information included within our consolidated statements of income reflects the expected tax effects had we operated our business through a taxable corporation during all periods presented.

29

Three months ended September 30, 2005 compared to three months ended September 30, 2004

The following table sets forth the unaudited condensed consolidated results of operations for the three months ended (amounts in thousands):

	Three Months Ended
	September 30, 2005						September 30, 2004
	$			%			$			%
REVENUES:
Cash advance	$	60,298			51.7	%	$	55,798			52.6	%
ATM		46,572			39.9	%		41,218			38.8	%
Check services		7,088			6.1	%		6,478			6.1	%
Central Credit and other revenues		2,637			2.3	%		2,676			2.5	%
Total revenues		116,595			100.0	%		106,170			100.0	%
COST OF REVENUES		81,305			69.7	%		71,552			67.4	%
GROSS PROFIT		35,290			30.3	%		34,618			32.6	%
Operating expenses		(14,118	)		-12.1	%		(9,565	)		-9.0	%
Amortization		(1,267	)		-1.1	%		(1,427	)		-1.3	%
Depreciation		(1,735	)		-1.5	%		(1,981	)		-1.9	%
OPERATING INCOME		18,170			15.6	%		21,645			20.4	%
INTEREST INCOME (EXPENSE), NET
Interest income		368			0.3	%		384			0.4	%
Interest expense		(11,651	)		-10.0	%		(9,608	)		-9.0	%
Total interest income (expense), net		(11,283	)		-9.7	%		(9,224	)		-8.7	%
INCOME BEFORE INCOME TAX (PROVISION) BENEFIT AND MINORITY OWNERSHIP LOSS		6,887			5.9	%		12,421			11.7	%
INCOME TAX (PROVISION) BENEFIT		(2,464	)		-2.1	%		(5,763	)		-5.4	%
INCOME BEFORE MINORITY OWNERSHIP LOSS		4,423			3.8	%		6,658			6.3	%
MINORITY OWNERSHIP LOSS		63			0.1	%		36			0.0	%
NET INCOME	$	4,486			3.8	%	$	6,694			6.3	%
OTHER DATA:
Aggregate dollar amount processed (in billions):
Cash advance	$	1.2					$	1.1
ATM		2.5						2.2
Check warranty	$	0.3					$	0.2
Number of transactions completed (in millions):
Cash advance		2.2						2.3
ATM		14.9						13.8
Check warranty		1.2						1.1

30

Total Revenues

Total revenues for the quarter ended September 30, 2005 were $116.6 million, an increase of $10.4 million, or 9.8%, as compared to the quarter ended September 30, 2004. In September 2005, our customers in Mississippi and Louisiana experienced disruption to their business from Hurricanes Katrina and Rita, and some of those customers remain closed indefinitely. We estimate that revenues in the third quarter of 2005 were $1.2 million lower than they might otherwise have been in the absence of the hurricanes.

The increase in revenues from the third quarter of 2004 to the third quarter of 2005 was primarily due to the reasons described below.

Cash Advance.Cash advance revenue for the quarter ended September 30, 2005 was $60.3 million, an increase of $4.5 million, or 8.1%, as compared to the quarter ended September 30, 2004. The total amount of cash disbursed increased 6.9% from $1.1 billion to $1.2 billion and the number of transactions completed decreased 2.3% from 2.3 million to 2.2 million. Revenue per cash advance transaction increased 9.5% from $480.24 to $525.85.

ATM.ATM revenue for the quarter ended September 30, 2005 was $46.6 million, an increase of $5.4 million, or 13.0%, as compared to the quarter ended September 30, 2004. The increase was primarily attributable to a 7.8% increase in the number of transactions from 13.8 million to 14.9 million. Revenue per ATM transaction increased 4.7% from $2.98 to $3.12. There was a 15.1% increase in the total amount of cash disbursed from $2.2 billion to $2.5 billion.

Check Services.Check services revenue for the quarter ended September 30, 2005 was $7.1 million, an increase of $0.6 million, or 9.4%, as compared to the quarter ended September 30, 2004. The face amount of checks warranted increased 25.9% from $240.6 million to $302.8 million. The number of checks warranted increased 10.4% from 1.1 million to 1.2 million, while the average face amount per check warranted increased from $217.20 to $247.62. Check warranty revenue as a percent of face amount warranted was 2.19% in the 2005 quarter as compared to 2.45% for the quarter ended September 30, 2004, and revenue per check warranty transaction increased 1.9% from $5.32 to $5.42.

Central Credit and Other.Central Credit and other revenues for the quarter ended September 30, 2005, were $2.64 million, a decrease of $40 thousand, or 1.4%, from $2.68 million in the quarter ended September 30, 2004.

Costs and Expenses

Cost of Revenues.Cost of revenues increased 13.6% from $71.6 million to $81.3 million. The largest component of cost of revenues is commissions, and commissions increased 13.0% in the 2005 quarter as contracts were signed or renewed at higher commission rates than experienced in the 2004 quarter. In addition, we made one-time commission payments to two customers aggregating $1.6 million. The second-largest component of cost of revenues is interchange; interchange expenses increased 14.1%. The third major component of cost of revenues, warranty expenses, increased 27.5%. We expect that commissions, interchange and warranty expenses will continue to increase, and we expect that for the final quarter of 2005 cost of revenues will increase at a rate faster than revenues.

Primarily as a result of the factors described above, gross profit increased 1.9% from $34.6 million to $35.3 million. We expect that, even though cost of revenues will grow more rapidly than revenues, gross profit for the final quarter of 2005 will be higher than in the comparable 2004 period.

Operating Expenses.Operating expenses for the quarter ended September 30, 2005 were $14.1 million, an increase of $4.6 million, or 47.6%, as compared to the quarter ended September 30, 2004. Operating expenses in the 2005 quarter included $1.1 million in write-off expenses related to a receivable incurred from our check services provider. Operating expenses in the quarter also included, approximately $0.8 million in legal expenses incurred in connection with the Company’s patent infringement suit against US Bancorp and Certegy. Finally, we incurred an uninsured casualty loss of approximately $45 thousand in the quarter due to Hurricanes Katrina and Rita. Excluding these expenses, operating expenses in the 2005 quarter would have been $12.2 million. As compared to this amount, operating expenses in the third quarter of 2005 increased $2.6 million, or 27.6%. The increase in operating expenses in the 2005 quarter is primarily attributable to increased payroll and related benefits and taxes from the addition of several employees as the infrastructure of

31

the organization has been expanded to meet the new demands of operating as a stand alone public entity. Additionally, expenses associated with the operation of the Company’s ATMs increased with the increase in ATM volume.

Depreciation and Amortization.Depreciation expense for the quarter ended September 30, 2005 was $1.7 million, a decrease of $0.2 million, or 12.4% compared to the 2004 quarter. Amortization expense, which relates principally to computer software and customer contracts, decreased from $1.4 million to $1.3 million, as a result of some capitalized software projects becoming fully amortized.

Primarily as a result of the factors described above, operating income for the quarter ended September 30, 2005 was $18.2 million, a decrease of $3.5 million, or 16.1%, as compared to the quarter ended September 30, 2004.

Interest Income (Expense), Net.Interest income was $368 thousand in the third quarter of 2005, a decrease of 4.2% from the third quarter of 2004, due primarily to lower cash balances in the third quarter of 2005 resulting from $31.5 million of debt repayment made on March 31, 2005. Interest expense for the quarter ended September 30, 2005, was $11.7 million, an increase of $2.0 million, or 21.3%, as compared to the quarter ended September 30, 2004. Higher interest rates on our senior secured credit facilities more than offset lower average borrowings in the third quarter of 2005. Interest expense on borrowings (including amortization of deferred financing costs) was $8.8 million in the 2005 quarter as compared to $8.3 million in the 2004 quarter. The cash usage fee for cash used in our ATMs is included in interest expense. ATM cash usage fees were $2.8 million in the third quarter of 2005 as compared to $1.3 million in the same quarter of 2004. This increase was a result of an increase in the average amount of outstanding ATM cash from $273.3 million in the third quarter of 2004 to $288.5 million in the third quarter of 2005 and an increase in the effective interest rate for the quarter from 1.8% to 3.9%, for the same periods respectively.

Primarily as a result of the foregoing, income before income tax provision and minority ownership loss was $6.9 million for the quarter ended September 30, 2005, a decrease of $5.5 million, or 44.6%, as compared to the 2004 quarter.

Income Tax.On May 14, 2004, the Company changed its tax classification from a limited liability company to a taxable corporation organized under the laws of Delaware. United States income tax obligations for the period prior to May 14, 2004 were passed through to its members and we recorded a provision for such taxes. In accordance with generally accepted accounting principles, upon conversion to a taxable entity the Company recorded an income tax benefit to establish a net deferred tax asset attributed to differences between the financial reporting and the income tax basis of assets and liabilities. The effect of these differences resulted in us recording an initial income tax benefit of $210.6 million for the three months ended June 30, 2004. The provision for income taxes in the third quarter of 2005 represents our estimate of the effective tax rate for the year of 36%. Due to the amortization of our deferred tax asset, actual cash taxes paid on pretax income generated in the third quarter of 2005 will be substantially lower than the provision.

Primarily as a result of the foregoing, income before minority ownership loss was $4.4 million for the quarter ended September 30, 2005, a decrease of $2.2 million, or 33.6 %, as compared to the 2004 quarter.

Minority Ownership Loss.Minority ownership loss attributable to QuikPlay, LLC for the quarter ended September 30, 2005 was $63 thousand as compared to $36 thousand in the comparable period of 2004.

Primarily as a result of the foregoing, net income was $4.5 million for the quarter ended September 30, 2005, a decrease of $2.2 million as compared to the 2004 quarter.

32

Nine months ended September 30, 2005 compared to nine months ended September 30, 2004

The following table sets forth the unaudited condensed consolidated results of operations for the three months ended (amounts in thousands):

	Nine Months Ended
	September 30, 2005						September 30, 2004
	$			%			$			%
REVENUES:
Cash advance	$	175,009			51.7	%	$	156,605			52.0	%
ATM		135,561			40.0	%		118,600			39.4	%
Check services		20,131			5.9	%		17,998			6.0	%
Central Credit and other revenues		8,020			2.4	%		8,049			2.7	%
Total revenues		338,721			100.0	%		301,252			100.0	%
COST OF REVENUES		230,014			67.9	%		201,935			67.0	%
GROSS PROFIT		108,707			32.1	%		99,317			33.0	%
Operating expenses		(38,162	)		-11.3	%		(34,437	)		-11.4	%
Amortization		(3,926	)		-1.2	%		(4,276	)		-1.4	%
Depreciation		(5,619	)		-1.7	%		(5,945	)		-2.0	%
OPERATING INCOME		61,000			18.0	%		54,659			18.1	%
INTEREST INCOME (EXPENSE), NET
Interest income		1,001			0.3	%		973			0.3	%
Interest expense		(33,411	)		-9.9	%		(22,849	)		-7.6	%
Total interest income (expense), net		(32,410	)		-9.6	%		(21,876	)		-7.3	%
INCOME BEFORE INCOME TAX (PROVISION) BENEFIT AND MINORITY OWNERSHIP LOSS		28,590			8.4	%		32,783			10.9	%
INCOME TAX (PROVISION) BENEFIT		(10,277	)		-3.0	%		202,319			67.2	%
INCOME BEFORE MINORITY OWNERSHIP LOSS		18,313			5.4	%		235,102			78.0	%
MINORITY OWNERSHIP LOSS		156			0.0	%		158			0.1	%
NET INCOME	$	18,469			5.5	%	$	235,260			78.1	%
OTHER DATA:
Aggregate dollar amount processed (in billions):
Cash advance	$	3.5					$	3.2
ATM		7.3						6.3
Check warranty	$	0.8					$	0.7
Number of transactions completed (in millions):
Cash advance		6.8						6.7
ATM		44.0						40.0
Check warranty		3.5						3.3

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Total Revenues

Total revenues for the nine months ended September 30, 2005 were $338.7 million, an increase of $37.5 million, or 12.4%, as compared to the nine months ended September 30, 2004. In September 2005, our customers in Mississippi and Louisiana experienced disruption to their business from Hurricanes Katrina and Rita, and some of those customers remain closed indefinitely. We estimate that revenues in the nine months of 2005 were $1.2 million lower than they might otherwise have been in the absence of the hurricanes.

The increase in revenue for the first nine months of 2005 was primarily due to the reasons described below.

Cash Advance.Cash advance revenue for the nine months ended September 30, 2005 was $175.0 million, an increase of $18.4 million, or 11.8%, as compared to the nine months ended September 30, 2004. The total amount of cash disbursed increased 9.5% from $3.16 billion to $3.46 billion and the number of transactions completed increased 2.3% from 6.7 million to 6.8 million. Revenue per cash advance transaction increased 9.2%, from $23.55 to $25.72.

ATM.ATM revenue for the nine months ended September 30, 2005 was $135.6 million, an increase of $17.0 million, or 14.3%, as compared to the nine months ended September 30, 2004. The increase was primarily attributable to a 10.1% increase in the number of transactions from 40.0 million to 44.0 million. Revenue per ATM transaction increased 3.7% from $2.97 to $3.08. There was a 16.7% increase in the total amount of cash disbursed from $6.3 billion to $7.3 billion.

Check Services.Check services revenue for the nine months ended September 30, 2005 was $20.1 million, an increase of $2.1 million, or 11.9%, as compared to the nine months ended September 30, 2004. The face amount of checks warranted increased 19.6% from $702.4 million to $840.2 million. The number of checks warranted increased 8.2% from 3.3 million to 3.5 million, while the average face amount per check warranted increased from $215.49 to $238.16. Check warranty revenue as a percent of face amount warranted was 2.26% in the 2005 period as compared to 2.43% for the nine months ended September 30, 2004, and revenue per check warranty transaction increased 2.7% from $5.24 to $5.38.

Central Credit and Other.Central Credit and other revenues for the nine months ended September 30, 2005, were $8.02 million, essentially unchanged from $8.05 million as compared to the nine months ended September 30, 2004.

Costs and Expenses

Cost of Revenues.Cost of revenues increased 13.9% from $201.9 million to $230.0 million. The largest component of cost of revenues is commissions, and commissions increased 11.1% in the 2005 period as contracts were signed or renewed at higher commission rates than experienced in the 2004 period. In addition, we made one-time commission payments to two customers aggregating $1.6 million in the third quarter of 2005. The second-largest component of cost of revenues is interchange; interchange expenses increased 20.1%. The third major component of cost of revenues, warranty expenses, increased 27.0%. We expect that commissions, interchange and warranty expenses will continue to increase, and we expect that in the balance of 2005 cost of revenues will increase at a rate faster than revenues.

Primarily as a result of the factors described above, gross profit increased 9.5% from $99.3 million to $108.7 million. We expect that, even though cost of revenues will grow more rapidly than revenues, gross profit for the final quarter of 2005 will be higher than in the comparable 2004 period.

Operating Expenses.Operating expenses for the nine months ended September 30, 2005 were $38.2 million, an increase of $3.7 million, or 10.8%, as compared to the nine months ended September 30, 2004. Operating expenses in the 2004 period included $5.9 million in expenses we consider non-recurring in nature. Operating expenses in the 2005 period included $1.1 million in write-off expenses related to a receivable incurred from one of our check services providers. Also in the nine month period ended September 30, 2005, we incurred approximately $1.5 million in legal expenses incurred in connection with the Company’s patent infringement suit against US Bancorp and Certegy. Finally, in September 2005, we incurred an uninsured casualty loss of approximately $45 thousand in the quarter due to Hurricanes Katrina and Rita. Excluding these expenses from both periods, operating expenses would have been $35.5 million and $28.5 million in the nine months ended September 30, 2005 and 2004, respectively.

34

The increase in operating expenses in the 2005 period is primarily associated with increased payroll and related benefits and taxes from the addition of several employees as the infrastructure of the organization has been expanded to meet the new demands of operating as a stand alone public entity, the operation of the Company’s growing ATM portfolio, and expenses incurred in connection with the Company’s efforts to prepare for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Depreciation and Amortization.Depreciation expense for the nine months ended September 30, 2005 was $5.6 million, a decrease of $0.3 million, or 5.5% compared to the 2004 period. Amortization expense, which relates principally to computer software and customer contracts, decreased from $4.3 million to $3.9 million, as a result of some capitalized software projects becoming fully amortized.

Primarily as a result of the factors described above, operating income for the nine months ended September 30, 2005 was $61.0 million, an increase of $6.3 million, or 11.6%, as compared to the nine months ended September 30, 2004.

Interest Income (Expense), Net.Interest income was $1.0 million in the first nine months of 2005, an increase of 2.8% from the first nine months of 2004, due primarily to higher prevailing interest rates and higher cash balances on the average for the 2005 period compared to the 2004 period. Interest expense for the nine months ended September 30, 2005, was $33.4 million, an increase of $10.6 million, or 46.2%, as compared to the nine months ended September 30, 2004. The increase is primarily due to the borrowings incurred in March 2004 in connection with the Recapitalization. Interest expense on borrowings (including amortization of deferred financing costs) was $26.4 million in the 2005 period as compared to $18.8 million in the 2004 period. The cash usage fee for cash used in our ATMs is included in interest expense. ATM cash usage fees were $7.1 million in the first nine months of 2005 as compared to $4.1 million in the same period of 2004. This increase was a result of an increase in the average amount of outstanding ATM cash from $252.7 million in the nine months in 2004 to $275.6 million in the nine months in 2005 and an increase in the effective interest rate for the nine months from 2.1% to 3.4%, for the same periods respectively.

Primarily as a result of the foregoing, income before income tax provision and minority ownership loss was $28.6 million for the nine months ended September 30, 2005, a decrease of $4.2 million, or 12.8%, as compared to the prior period.

Income Tax.On May 14, 2004, the Company changed its tax classification from a limited liability company to a taxable corporation organized under the laws of Delaware. United States income tax obligations for the period prior to May 14, 2004, were passed through to our members and we recorded no provision for such taxes. In accordance with generally accepted accounting principles, upon conversion to a taxable entity the Company recorded an income tax benefit to establish a net deferred tax asset attributed to differences between the financial reporting and the income tax basis of assets and liabilities. The effect of these differences resulted in us recording an initial income tax benefit of $210.6 million for the nine months ended September 30, 2004. The provision for income taxes in the first nine months of 2005 represents our estimate of the effective tax rate for the year of 36%. Due to the amortization of our deferred tax asset, actual cash taxes paid on pretax income generated in the first nine months of 2005 will be substantially lower than the provision.

Primarily as a result of the foregoing, income before minority ownership loss was $18.3 million for the nine months ended September 30, 2005, a decrease of $216.8 million, or 92.2%, as compared to the 2004 period.

Minority Ownership Loss.Minority ownership loss attributable to QuikPlay, LLC was $156 thousand in the first nine months of 2005 as compared to $158 thousand in the comparable period of 2004.

Primarily as a result of the foregoing, net income was $18.5 million for the nine months ended September 30, 2005, a decrease of $216.8 million as compared to the 2004 period.

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2005 and 2004, respectively (amounts in thousands):

	Nine Months Ended
	September 30,			September 30,
	2005			2004
Net cash provided by operating activities	$	22,421		$	45,926
Net cash used in investing activities		(15,010	)		(3,002	)
Net cash provided by (used in) financing activities		80,256			(33,551	)
Net effect of exchange rate changes on cash and cash equivalents		28			(223	)
Net increase in cash and cash equivalents		87,695			9,150
Cash and cash equivalents, beginning of period		49,577			23,423
Cash and cash equivalents, end of period	$	137,272		$	32,573

Our principal source of liquidity is cash flows from operating activities, which were $22.4 million and $45.9 million, for the nine months ended September 30, 2005 and 2004, respectively. Our cash from operating activities was lower in the first nine months of 2005 than in the comparable 2004 period due to several factors. First, net income in the first nine months of 2005 was lower than the net income in the first nine months of 2004 excluding the one-time income tax benefit for our conversion to a taxable corporate entity for US income tax purposes. This change is principally due to higher levels of interest expense for 2005 as compared to 2004. As our borrowings occurred in March 2004 there were fewer periods of interest in 2004 and the amount of interest expense in 2005 was also affected by increases in the interest rates associated with our borrowings. Operating cash flows in the first nine months of 2005 were reduced by $2.6 million as compared to an increase of $6.1 million in the comparable 2004 period from changes in accrued expenses. This decrease is principally the result of the scheduled interest payments of amounts accrued at the end of 2004 being paid in 2005. As the debt was not issued until March 2004, there was no comparable accrued interest at the end of 2003. The change in all other accrued expense items was fairly consistent for of each of the periods in question.

Finally, our cash flows from operating activities are influenced by changes in settlement receivables and the timing of payments related to settlement liabilities. As a result, our cash flows from operating activities have changed and may in the future change substantially based upon the timing of our settlement liability payments. The net change in the settlement liabilities and receivables represented approximately $8.3 million of the decrease in the cash flows provided by operating activities from the same period in 2004.

Net cash used in investing activities totaled $15.0 million and $3.0 million for the nine months ended September 30, 2005 and 2004, respectively. Included in net cash used in investing activities were funds spent on software development in the amounts of $0.5 million and $0.3 million, funds spent on the procurement of cash access equipment, computer and other hardware in the amounts of $4.3 million and $1.7 million and funds spent on non-compete agreements of $0.2 million and $1.0 million for the nine months ended September 30, 2005 and 2004, respectively. Additionally in the nine months ended September 30, 2005 we paid $10.0 million for the purchase of the “3-in-1 rollover” patent from USA Payments. We have met our capital

36

requirements to date through cash flows from operating activities. We currently expect that capital expenditures in 2005, excluding the purchase of the patent, will be between $6 million and $8 million.

Net cash provided by (used in) financing activities was $80.3 million and $(33.6) million for the nine months ended September 30, 2005 and 2004, respectively. In the nine months ended September 30, 2005 and 2004, we repaid $37.1 million and $6.5 million of principal on our credit facilities. In the nine months ended September 30, 2004, the net cash used is principally the result of $481.2 million in net borrowings (which includes payments for debt issuance costs) and $508.6 million of distributions on or redemptions of membership interests in connection with the Recapitalization.

Indebtedness

On March 10, 2004 we entered into senior secured credit facilities arranged by Banc of America Securities LLC, with Bank of America, N.A. as administrative agent, in an aggregate principal amount of $280.0 million, consisting of a five-year revolving credit facility of $20.0 million and a six-year term loan facility of $260.0 million. Proceeds of the term loan under the senior secured credit facilities were used to finance in part the Recapitalization and to pay related fees and expenses. The revolving credit facility may be used to provide ongoing working capital and for other general corporate purposes. Amounts available under this revolving credit were reduced by $0.1 million of letters of credit outstanding at September 30, 2005. The terms of our senior secured credit facilities require that a significant portion of our excess cash flow be devoted to reducing amounts outstanding under these facilities. Under the terms of our senior secured credit facilities we are required to maintain financial covenants related to our leverage ratio, senior leverage ratio and fixed charge cover ratio. Additionally, we have a covenant related to our allowable capital expenditures. We believe we were in compliance with all of our debt covenants that were applicable as of September 30, 2005.

On April 14, 2005, we entered into an Amended and Restated Credit Agreement pursuant to which some of the terms in our original credit agreement were modified. Among other things, the Amended and Restated Credit Agreement and related documents provide the following.

• The Applicable Margin over LIBOR on which our interest expense is based was reduced from 275 basis points to 225 basis points, with further reductions possible dependent on our leverage ratio and credit ratings. Until April 14, 2006, we will be required to pay as a fee to Banc of America Securities, our agent with respect to the Amended Agreement, 50% of the savings in interest expense between what we would have paid under the terms of the original credit facility and what we actually pay. This fee will be paid monthly and is included in interest expense in our financial statements.

• The Excess Cash Flow Sweep percentage reduces from 75% to 50% at leverage levels below 4.25x and is eliminated at leverage levels below 3.0x.

• The requirement to devote 50% of the net proceeds on a Qualifying IPO to prepay borrowings under the Term Loan is eliminated.

• The Company must use net proceeds from a Qualifying IPO to redeem up to 35% of the senior subordinated notes at the redemption price specified in the Indenture governing the notes.

• Capital expenditures may not exceed $8 million per annum.

On March 10, 2004, we completed a private placement offering of $235.0 million 8³/4% senior subordinated notes due 2012 (the “Notes”). All of the GCA’s existing and future domestic wholly owned subsidiaries are guarantors of the Notes on a senior subordinated basis. In addition, effective upon the closing of the Company’s initial public offering of common stock, Holdings guaranteed, on a subordinated basis, GCA’s obligations under the Notes.

Interest on the Notes accrues based upon a 360-day year comprised of twelve 30-day months and is payable semiannually on March 15^th and September 15^th. On October 31, 2005, $82.25 million or 35% of these Notes were redeemed at a price of 108.75% of face, out of the net proceeds from our equity offering. On or after March 15, 2008, the Company may redeem all or a portion of the Notes at redemption prices of 104.375% on or after March 15, 2008, 102.188% on or after March 15, 2009 or 100.000% on or after March 15, 2010.

Other Liquidity Needs and Resources

On September 23, 2005, the Company completed an initial public offering of 9.0 million shares of common stock, and on October 12, 2005, the underwriters exercised their over allotment option to purchase an additional 1.1 million shares of common stock from the Company. The total proceeds to the Company from

37

the offering (after deducting underwriting discounts and commissions) were $130.9 million. As described elsewhere herein, the Company has used (or has committed to use) $119.4 million of these funds to redeem indebtedness (including a redemption premium) and to acquire a patent. The remaining $11.5 million of the initial public offering proceeds are available to us for normal operating requirements.

Bank of America, N.A. supplies us with currency needed for normal operating requirements of our ATMs pursuant to a treasury services agreement. Under the terms of this agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs multiplied by the average London Interbank Offered Rate, or LIBOR, for one-month United States dollar deposits for each day that rate is published in that month plus a margin of 25 basis points. We are therefore exposed to interest rate risk to the extent that the applicable LIBOR rate increases. As of September 30, 2005, the rate in effect, inclusive of the 25 basis points margin, was 4.0%, and the currency supplied by Bank of America, N.A. pursuant to this agreement was $299.4 million.

We need supplies of cash to support each of our foreign operations that involve the dispensing of currency. For some 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 supply of cash generated by our operations in those foreign jurisdictions, and the costs of repatriation are prohibitive. For example, CashCall Systems, Inc., the subsidiary through which we operate in Canada, generates a supply of cash that is sufficient to support its operations, and all cash generated through such operations is retained by CashCall Systems, Inc. As we expand our operations into new foreign jurisdictions, we must rely on treaty-favored cross-border transfers of funds, the supply of cash generated by our operations in those foreign jurisdictions or alternate sources of working capital.

Pursuant to the terms of our agreement with IGT, we are obligated to invest up to our pro rata share of $10.0 million in capital to QuikPlay. Our obligation to invest additional capital in QuikPlay is conditioned upon capital calls, which are in our sole discretion. As of September 30, 2005, we had invested a total of $3.7 million in QuikPlay.

We believe that borrowings available under our senior secured credit facilities, together with our anticipated operating cash flows will be adequate to meet our anticipated future requirements for working capital, capital expenditures and scheduled interest payments on the Notes and under our senior secured credit facilities for the next 12 months and for the foreseeable future. Although no additional financing other than the initial public offering by Holdings is currently contemplated, we may seek, if necessary or otherwise advisable and to the extent permitted under the indenture governing the Notes and the terms of the senior secured credit facilities, additional financing through bank borrowings or public or private debt or equity financings. We cannot assure you that additional financing, if needed, will be available to us, or that, if available, the financing will be on terms favorable to us. The terms of any additional debt or equity financing that we may obtain in the future could impose additional limitations on our operations and/or management structure. We also cannot assure you that the estimates of our liquidity needs are accurate or that new business developments or other unforeseen events will not occur, resulting in the need to raise additional funds.

Off-Balance Sheet Arrangements

We obtain currency to meet the normal operating requirements of our domestic ATMs and automated cashier machines (“ACM”) pursuant to a treasury services agreement with Bank of America, N.A. Under this agreement, all currency supplied by Bank of America, N.A. remains the sole property of Bank of America, N.A. at all times until it is dispensed, at which time Bank of America, N.A. obtains an interest in the corresponding settlement receivable. Because it is never an asset of ours, supplied cash is not reflected on our balance sheet. Because Bank of America, N.A. obtains an interest in our settlement receivables, there is no liability corresponding to the supplied cash reflected on our balance sheet. The fees that we pay to Bank of America, N.A. pursuant to the treasury services agreement are reflected as interest expense in our financial statements. Foreign gaming establishments supply the currency needs for the ATMs located on their premises.

Effects of Inflation

Our monetary assets, consisting primarily of cash and receivables, are not significantly affected by inflation. Our non-monetary assets, consisting primarily of our deferred tax asset, goodwill and other intangible assets, are not 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

38

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 cash access products and services to gaming establishments and their patrons.

Critical Accounting Policies

The preparation of our financial statements in conformity with U.S. 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. 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 its most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. There were no newly identified significant accounting estimates in the three and nine months ended September 30, 2005, nor were there any material changes to the critical accounting policies and estimates discussed in the Company’s audited consolidated financial statements for the year ended December 31, 2004, included in the Company’s Registration Statement on Form 424B4 (No. 333-123514) filed on September 23, 2005.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET 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. At present, we do not hedge this risk, but continue to evaluate such foreign currency translation risk exposure. At present, we do not hold any derivative securities of any kind.

Bank of America, N.A. supplies us with currency needed for normal operating requirements of our domestic ATMs and ACMs pursuant to a treasury services agreement. Under the terms of this agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs and ACMs multiplied by the average LIBOR for one-month United States dollar deposits for each day that rate is published in that month plus a margin of 25 basis points. We are therefore exposed to interest rate risk to the extent that the applicable LIBOR rate increases. As of September 30, 2005, the rate in effect, inclusive of the 25 basis points margin, was 4.0% and the currency supplied by Bank of America, N.A. pursuant to this agreement was $299.4 million. Based upon the average outstanding amount of currency to be supplied by Bank of America, N.A. pursuant to this agreement during the first nine months of 2005, which was $272.3 million, each 1% change in the applicable LIBOR rate would have a $2.7 million impact on income before taxes and minority ownership loss over a 12-month period. Foreign gaming establishments supply the currency needs for the ATMs located on their premises.

Our senior secured credit facilities bear interest at rates that can vary over time. We have the option of having interest on the outstanding amounts under these credit facilities paid based on a base rate (equivalent to the prime rate) or based on the Eurodollar rate (equivalent to LIBOR). We have historically elected to pay interest based on one month United States dollar LIBOR, and we expect to continue to pay interest based on LIBOR of various maturities. Our interest expense on these credit facilities is the applicable LIBOR rate plus a margin of 225 basis points for the term loan portion and LIBOR plus 225 basis points for the revolving credit portion. The margin for the term loan portion may decrease if our leverage ratio, as defined, decreases. At September 30, 2005, we had $0 drawn under the revolving credit portion and we had $206.2 million outstanding under the term loan portion at an interest rate, including the margin, of 6.1%. Based upon the outstanding balance on the term loan of $206.2 million on September 30, 2005, each 1% increase in the applicable LIBOR rate would add an additional $2.1 million of interest expense over a 12-month period.

40

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. While our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, the design of any system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions regardless of how remote. However, based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting them to material information required to be included in our periodic SEC filings at the reasonable assurance level.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

41

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 22, 2004, we and USA Payments, as co-plaintiffs, filed a complaint in United States District Court, District of Nevada against U.S. Bancorp d/b/a U.S. Bank, Certegy Inc., Certegy Check Services, Inc., Game Financial Corporation and GameCash, Inc. alleging the infringement of the patented “3-in-1 rollover” functionality. In this litigation, we are seeking an injunction against future infringement of the patent and recovery of damages as a result of past infringement of the patent. In its response, the defendants have denied infringement and have asserted patent invalidity. In addition, the defendants have asserted various antitrust and unfair competition counterclaims.

We are threatened with or named as a defendant in various lawsuits in the ordinary course of business, such as personal injury claims and employment-related claims. It is not possible to determine the ultimate disposition of these matters; however, we are of the opinion that the final resolution of any such threatened or pending litigation, individually or in the aggregate, is not likely to have a material adverse effect on our business, cash flow, results of operations or financial position.

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ITEM 6. EXHIBITS

Exhibit No.	Description.
10.1(1)	Amendment No. 1, dated as of August 26, 2005, to the Amended and Restated Credit Agreement, dated as of April 13, 2005, by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc., the banks and other financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
10.1(2)	Employment Agreement, dated as of September 12, 2005, by and between Global Cash Access, Inc. and Kathryn S. Lever
10.1(3)	Notice of Stock Option Award and Stock Option Award Agreement, dated as of September 12, 2005, by and between Global Cash Access Holdings, Inc. and Kathryn S. Lever
31.1*	Certification of Kirk E. Sanford, Chief Executive Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Harry C. Hagerty, Chief Financial Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Kirk E. Sanford, Chief Executive Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Harry C. Hagerty, Chief Financial Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on August 30, 2005.
(2)	Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.
(3)	Incorporated by reference to Exhibit 10.2 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.
*	Filed herewith.

SIGNATURES

   Pursuant to the requirements 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.

November 11, 2005	GLOBAL CASH ACCESS HOLDINGS, INC.
(Date)	(Registrant)
	/s/ Harry C. Hagerty
	Harry C. Hagerty
	Chief Financial Officer (For the Registrant and as Principal Financial Officer and as Chief Accounting Officer)

EXHIBIT INDEX

Exhibit No. Description

10.1(1)	Amendment No. 1, dated as of August 26, 2005, to the Amended and Restated Credit Agreement, dated as of April 13, 2005, by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc., the banks and other financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
10.1(2)	Employment Agreement, dated as of September 12, 2005, by and between Global Cash Access, Inc. and Kathryn S. Lever
10.1(3)	Notice of Stock Option Award and Stock Option Award Agreement, dated as of September 12, 2005, by and between Global Cash Access Holdings, Inc. and Kathryn S. Lever
31.1	Certification of Kirk E. Sanford, Chief Executive Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Harry C. Hagerty, Chief Financial Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Kirk E. Sanford, Chief Executive Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Harry C. Hagerty, Chief Financial Officer of Global Cash Access, Inc. dated November 11, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on August 30, 2005.
(2)	Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.
(3)	Incorporated by reference to Exhibit 10.2 to the Current Report of Global Cash Access, Inc. on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.
*	Filed herewith