Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024

OR


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

For the transition period from to

Commission file number: 001-32622

EVERI HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						20-0723270
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7250 S. Tenaya Way, Suite 100
Las Vegas
Nevada						89113
(Address of principal executive offices)						(Zip Code)

(800) 833-7110

(Registrant’s telephone number, including area code)

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


Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			EVRI			New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 2, 2024, there were 85,323,580 shares of the registrant’s $0.001 par value per share common stock outstanding.

TABLE OF CONTENTS

Page

PART I: FINANCIAL INFORMATION

Item 1:

Financial Statements

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2024 and 2023

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

Item 4:

Controls and Procedures

PART II: OTHER INFORMATION

Item 1:

Legal Proceedings

Item 1A:

Risk Factors

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:

Defaults Upon Senior Securities

Item 4:

Mine Safety Disclosures

Item 5:

Other Information

Item 6:

Exhibits

Signatures

2

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except earnings per share amounts)


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Revenues
Games revenues
Gaming operations			$	71,936					$	77,781					$	144,558					$	153,090
Gaming equipment and systems			25,735						35,351						50,235						67,416
Games total revenues			97,671						113,132						194,793						220,506
FinTech revenues
Financial access services			57,533						55,660						114,952						111,874
Software and other			24,750						23,995						50,526						48,210
Hardware			11,236						15,930						20,265						28,599
FinTech total revenues			93,519						95,585						185,743						188,683
Total revenues			191,190						208,717						380,536						409,189
Costs and expenses
Games cost of revenues(1)
Gaming operations			9,836						8,388						19,351						15,194
Gaming equipment and systems			15,266						20,141						29,326						40,390
Games total cost of revenues			25,102						28,529						48,677						55,584
FinTech cost of revenues(1)
Financial access services			2,465						2,697						5,162						5,596
Software and other			3,485						1,923						6,617						3,346
Hardware			7,827						10,574						14,633						19,022
FinTech total cost of revenues			13,777						15,194						26,412						27,964
Operating expenses			66,367						61,390						139,981						120,582
Research and development			19,986						16,637						39,296						32,733
Depreciation			19,727						19,522						39,678						38,471
Amortization			16,170						14,173						31,679						28,537
Total costs and expenses			161,129						155,445						325,723						303,871
Operating income			30,061						53,272						54,813						105,318
Other expenses
Interest expense, net of interest income			18,637						20,136						37,437						38,106
Total other expenses			18,637						20,136						37,437						38,106
Income before income tax			11,424						33,136						17,376						67,212
Income tax provision			2,251						5,740						3,649						11,750
Net income			9,173						27,396						13,727						55,462
Foreign currency translation gain (loss)			677						118						(1,016)						(68)
Comprehensive income			$	9,850					$	27,514					$	12,711					$	55,394

1.Exclusive of depreciation and amortization.

3

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - CONTINUED

(In thousands, except earnings per share amounts)


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Earnings per share
Basic			$	0.11					$	0.31					$	0.16					$	0.62
Diluted			$	0.11					$	0.29					$	0.16					$	0.59
Weighted average common shares outstanding
Basic			84,515						88,213						84,146						88,866
Diluted			87,130						93,472						87,208						94,708

See notes to unaudited condensed consolidated financial statements.

4

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)


			At June 30,						At December 31,
			2024						2023
ASSETS
Current assets
Cash and cash equivalents			$	229,369					$	267,215
Settlement receivables			410,810						441,852
Trade and other receivables, net of allowances for credit losses of $5,161 and $5,210 at June 30, 2024 and December 31, 2023, respectively			104,827						107,933
Inventory			81,448						70,624
Prepaid expenses and other current assets			49,198						43,906
Total current assets			875,652						931,530
Non-current assets
Property and equipment, net			173,154						152,704
Goodwill			737,472						737,804
Other intangible assets, net			224,744						234,138
Other receivables			34,996						29,015
Deferred tax assets, net			593						598
Other assets			37,597						38,081
Total non-current assets			1,208,556						1,192,340
Total assets			$	2,084,208					$	2,123,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Settlement liabilities			$	614,983					$	662,967
Accounts payable and accrued expenses			215,809						215,530
Current portion of long-term debt			3,000						6,000
Total current liabilities			833,792						884,497
Non-current liabilities
Deferred tax liabilities, net			9,288						13,762
Long-term debt, less current portion			966,700						968,465
Other accrued expenses and liabilities			28,838						31,004
Total non-current liabilities			1,004,826						1,013,231
Total liabilities			1,838,618						1,897,728
Commitments and contingencies (Note 12)
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and no shares outstanding at June 30, 2024 and December 31, 2023, respectively			—						—
Common stock, $0.001 par value, 500,000 shares authorized and 124,578 and 85,127 shares issued and outstanding at June 30, 2024, respectively, and 123,179 and 83,738 shares issued and outstanding at December 31, 2023, respectively			125						123
Additional paid-in capital			567,777						560,945
Retained earnings			76,458						62,731
Accumulated other comprehensive loss			(4,483)						(3,467)
Treasury stock, at cost, 39,451 and 39,441 shares at June 30, 2024 and December 31, 2023, respectively			(394,287)						(394,190)
Total stockholders’ equity			245,590						226,142
Total liabilities and stockholders’ equity			$	2,084,208					$	2,123,870

See notes to unaudited condensed consolidated financial statements.

5

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


			Six Months Ended June 30,
			2024						2023
Cash flows from operating activities
Net income			$	13,727					$	55,462
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			39,678						38,471
Amortization			31,679						28,537
Non-cash lease expense			2,992						2,725
Amortization of financing costs and discounts			1,427						1,427
Loss on sale or disposal of assets			420						350
Accretion of contract rights			4,670						4,670
Provision for credit losses			5,499						5,591
Deferred income taxes			(4,444)						6,065
Reserve for inventory obsolescence			772						867
Stock-based compensation			4,626						9,653
Adjustment to deferred acquisition consideration			(161)						—
Changes in operating assets and liabilities:
Settlement receivables			30,903						180,816
Trade and other receivables			(8,139)						(898)
Inventory			(8,893)						(13,962)
Prepaid expenses and other assets			(5,216)						(656)
Settlement liabilities			(47,837)						(202,811)
Accounts payable and accrued expenses			4,232						(20,107)
Net cash provided by operating activities			65,935						96,200
Cash flows from investing activities
Capital expenditures			(92,883)						(60,035)
Acquisitions, net of cash acquired			—						(59,151)
Proceeds from sale of property and equipment			104						101
Net cash used in investing activities			(92,779)						(119,085)
Cash flows from financing activities
Repayments of term loan			(6,000)						(6,000)
Proceeds from exercise of stock options			2,207						7,115
Treasury stock - equity award activities, net of shares withheld			(96)						(8,071)
Treasury stock - repurchase of shares			—						(40,000)
Payment of deferred acquisition consideration			(4,363)						(10,412)
Net cash used in financing activities			(8,252)						(57,368)
Effect of exchange rates on cash and cash equivalents			(768)						382
Cash, cash equivalents and restricted cash
Net decrease for the period			(35,864)						(79,871)
Balance, beginning of the period			272,506						295,063
Balance, end of the period			$	236,642					$	215,192


Supplemental cash disclosures
Cash paid for interest			$	44,371					$	42,474
Cash received for interest			7,557						5,928
Cash paid for income tax, net			11,376						4,231
Supplemental non-cash disclosures
Accrued and unpaid capital expenditures			$	2,090					$	1,880
Transfer of leased gaming equipment to inventory			2,703						3,636

See notes to unaudited condensed consolidated financial statements.

6

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)


						Common Stock— Series A												Additional												Accumulated Other												Total
						Number of Shares						Amount						Paid-in Capital						Retained Earnings						Comprehensive Loss						Treasury Stock						Stockholders’ Equity

Balance, January 1, 2024						123,179						$	123					$	560,945					$	62,731					$	(3,467)					$	(394,190)					$	226,142
Net income						—						—						—						4,554						—						—						4,554
Foreign currency translation						—						—						—						—						(1,693)						—						(1,693)
Stock-based compensation expense						—						—						1,942						—						—						—						1,942
Exercise of options						81						—						447						—						—						—						447
Restricted stock vesting, net of shares withheld						27						—						—						—						—						(97)						(97)
Balance, March 31, 2024						123,287						$	123					$	563,334					$	67,285					$	(5,160)					$	(394,287)					$	231,295
Net income						—						—						—						9,173						—						—						9,173
Foreign currency translation						—						—						—						—						677						—						677
Stock-based compensation expense						—						—						2,684						—						—						—						2,684
Exercise of options						567						1						1,759						—						—						—						1,760
Restricted stock vesting, net of shares withheld						724						1						—						—						—						—						1
Balance, June 30, 2024						124,578						$	125					$	567,777					$	76,458					$	(4,483)					$	(394,287)					$	245,590

See notes to unaudited condensed consolidated financial statements.

7

EVERI HOLDINGS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - CONTINUED

(In thousands)


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

Balance, January 1, 2023						119,390						$	119					$	527,465					$	(21,266)					$	(4,197)					$	(284,480)					$	217,641
Net income						—						—						—						28,066						—						—						28,066
Foreign currency translation						—						—						—						—						(186)						—						(186)
Stock-based compensation expense						—						—						4,825						—						—						—						4,825
Exercise of options						702						1						5,233						—						—						—						5,234
Restricted stock vesting, net of shares withheld						53						—						—						—						—						(333)						(333)
Balance, March 31, 2023						120,145						$	120					$	537,523					$	6,800					$	(4,383)					$	(284,813)					$	255,247
Net income						—						—						—						27,396						—						—						27,396
Foreign currency translation						—						—						—						—						118						—						118
Stock-based compensation expense						—						—						4,828						—						—						—						4,828
Exercise of options						494						—						2,353						—						—						—						2,353
Restricted stock vesting, net of shares withheld						1,656						2						—						—						—						(7,738)						(7,736)
Repurchase of shares						—						—						—						—						—						(40,023)						(40,023)
Balance, June 30, 2023						122,295						$	122					$	544,704					$	34,196					$	(4,265)					$	(332,574)					$	242,183

See notes to unaudited condensed consolidated financial statements.

8

EVERI HOLDINGS INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In this filing, we refer to: (i) our unaudited condensed consolidated financial statements and notes thereto as our “Financial Statements;” (ii) our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income as our “Statements of Operations;” (iii) our Unaudited Condensed Consolidated Balance Sheets as our “Balance Sheets;” and (iv) our Unaudited Condensed Consolidated Statements of Cash Flows as our “Statements of Cash Flows.”

1. BUSINESS

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

Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a provider of financial technology solutions that power casino floors, provide operational efficiencies, and help fulfill regulatory requirements. The Company also develops and supplies player loyalty tools and mobile-first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment and hospitality industries. In addition, the Company provides bingo solutions through its consoles, electronic gaming tablets and related systems.

Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) FinTech.

Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems.

Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks, allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings.

9

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our Financial Statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Some of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe 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 statement of results for the interim periods have been made. The results for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for the full fiscal year. The Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the most recently filed Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”).

Restricted Cash

Our restricted cash primarily consists of: (i) funds held in connection with certain customer agreements; (ii) funds held in connection with a sponsorship agreement; (iii) wide-area progressive (“WAP”)-related restricted funds; and (iv) financial access activities related to cash held on behalf of patrons and funds required to be held to cover underlying financial access service transactions. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the Statements of Cash Flows for the six months ended June 30, 2024 (in thousands).


			Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Cash and cash equivalents			Cash and cash equivalents						$	229,369					$	267,215
Restricted cash - current			Prepaid expenses and other current assets						7,172						5,190
Restricted cash - non-current			Other assets						101						101
Total									$	236,642					$	272,506

Fair Values of Financial Instruments

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

The carrying amount of cash and cash equivalents, short-term restricted cash, settlement receivables, short-term trade and other receivables, settlement liabilities, accounts payable, and accrued expenses approximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities, which represent Level 2 inputs. The fair value of long-term accounts payable is estimated by discounting the total obligation. As of June 30, 2024 and December 31, 2023, the fair value of trade and loans receivable approximated the carrying value due to contractual terms generally being slightly over 12 months. The fair value of our borrowings is estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity, and similar instruments trading in more active markets.

10

The estimated fair value and outstanding balances of our borrowings are as follows (in thousands):


			Level of Hierarchy						Fair Value						Outstanding Balance
June 30, 2024
$600 million Term Loan			2						$	582,677					$	580,500
$400 million Unsecured Notes			2						$	394,000					$	400,000
December 31, 2023
$600 million Term Loan			2						$	589,433					$	586,500
$400 million Unsecured Notes			2						$	365,000					$	400,000

The fair values of our borrowings were determined using Level 2 inputs based on quoted market prices for these securities.

Reclassification of Balances

Certain amounts in the accompanying Financial Statements have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on net income for the prior periods.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

None.

Recent Accounting Guidance Not Yet Adopted


Standard			Description			Date of Planned Adoption			Effect on Financial Statements
Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures			The amendments in this update require enhanced reportable segment disclosures, primarily concerning significant segment expenses.			December 31, 2024			We are currently evaluating the impact of adopting this ASU on our Financial Statements and our disclosures; however, we do not expect the impact to be material.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure			The amendments in this update require enhanced income tax disclosures, primarily concerning the rate reconciliation and income taxes paid information.			January 1, 2025			We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures.

As of June 30, 2024, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our Financial Statements.

11

3. REVENUES

Overview

We evaluate the recognition of revenue based on the criteria set forth in Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers and ASC 842 — Leases, as appropriate. We recognize revenue upon transferring control of goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts with customers that include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract. We recognize revenue net of any sales and other taxes collected from customers, which are subsequently remitted to governmental authorities and are not included in revenues or operating expenses. We measure revenue based on the consideration specified in a contract with a customer and adjusted, as necessary.

Disaggregation of Revenues

We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 17 — Segment Information.”

Contract Balances

Since our contracts may include multiple performance obligations, there is often a timing difference between cash collections and the satisfaction of such performance obligations and revenue recognition. Such arrangements are evaluated to determine whether contract assets and liabilities exist. We generally record contract assets when the timing of billing differs from when revenue is recognized due to contracts containing specific performance obligations that are required to be met prior to a customer being invoiced. We generally record contract liabilities when cash is collected in advance of us satisfying performance obligations, including those that are satisfied over a period of time. Balances of our contract assets and contract liabilities may fluctuate due to timing of cash collections.

The following table summarizes our contract assets and contract liabilities arising from contracts with customers (in thousands):


						2024						2023
Contract assets(1)
Balance, January 1						$	26,635					$	22,417
Balance, June 30						32,317						21,046
Increase (decrease)						$	5,682					$	(1,371)

Contract liabilities(2)
Balance, January 1						$	51,799					$	53,419
Balance, June 30						54,600						56,106
Increase						$	2,801					$	2,687

1.Contract assets are included within trade and other receivables, net and other receivables in our Balance Sheets.

2.Contract liabilities are included within accounts payable and accrued expenses and other accrued expenses and liabilities in our Balance Sheets.

We recognized approximately $27.3 million and $31.4 million in revenue that was included in the beginning contract liabilities balance during the six months ended June 30, 2024 and 2023, respectively.

12

Games Revenues

Our products and services include electronic gaming devices, such as Native American Class II offerings and other electronic bingo products, Class III slot machine offerings, HHR offerings, integrated electronic bingo gaming tablets, VLTs installed in the State of New York and similar technology in certain tribal jurisdictions, B2B digital online gaming activities, accounting and central determinant systems, and other back-office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (i) Gaming Operations; and (ii) Gaming Equipment and Systems.

We recognize our Gaming Operations revenue based on criteria set forth in ASC 842 or ASC 606, as applicable. The amount of lease revenue included in our Gaming Operations revenues and recognized under ASC 842 was approximately $45.2 million and $91.6 million for the three and six months ended June 30, 2024, respectively, and $51.3 million and $100.8 million for the three and six months ended June 30, 2023, respectively.

FinTech Revenues

Our FinTech products and services include solutions that we offer to gaming establishments to provide their patrons with financial access and funds-based services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels along with related loyalty and marketing tools, and other information-related products and services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. In addition, our services operate as part of an end-to-end security suite to protect against cyber-related attacks, allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via ATM debit withdrawals, credit card financial access transactions, and POS debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings. We conduct our FinTech segment business based on results generated from the following major revenue streams: (i) Financial Access Services; (ii) Software and Other; and (iii) Hardware.

Hardware revenues are derived from the sale of our financial access and loyalty kiosks and related equipment and are accounted for under ASC 606, unless such transactions meet the definition of a sales type or direct financing lease, which are accounted for under ASC 842. We did not have any significant financial access kiosk and related equipment sales contracts accounted for under ASC 842 during the three and six months ended June 30, 2024 and 2023.

4. LEASES

Lessee

Supplemental balance sheet information related to our operating leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Operating lease right-of-use assets						Other assets, non-current						$	25,404					$	27,489
Liabilities
Current operating lease liabilities						Accounts payable and accrued expenses						$	7,600					$	7,079
Non-current operating lease liabilities						Other accrued expenses and liabilities						$	24,264					$	26,930

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Supplemental cash flow information related to leases is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Cash paid for:
Long-term operating leases			$	2,441					$	1,862					$	4,280					$	3,574
Short-term operating leases			$	558					$	473					$	1,112					$	845
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	251					$	766					$	922					$	852

Other information related to lease terms and discount rates is as follows:


						At June 30, 2024						At December 31, 2023
Weighted average remaining lease term (in years):
Operating leases						6.57						6.71
Weighted average discount rate:
Operating leases						6.21		%				6.08		%

Components of lease expense are as follows (in thousands):


						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Operating lease cost:
Operating lease cost						$	1,946					$	1,559					$	3,898					$	3,036
Variable lease cost						$	443					$	306					$	783					$	625

Maturities of lease liabilities are summarized as follows as of June 30, 2024 (in thousands):


Year Ending December 31,						Amount
2024 (excluding the six months ended June 30, 2024)						$	4,671
2025						9,023
2026						5,379
2027						3,217
2028						2,813
Thereafter						14,765
Total future minimum lease payments						39,868
Less: Amount representing interest						8,004
Present value of future minimum lease payments						31,864
Less: Current operating lease obligations						7,600
Long-term lease obligations						$	24,264

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Lessor

Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Net investment in sales-type leases — current						Trade and other receivables, net						$	1,960					$	810

5. BUSINESS COMBINATIONS

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

Pending Proposed Merger

On February 28, 2024, the Company entered into definitive agreements with, among others, International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), pursuant to which IGT agreed to spin-off a newly created subsidiary, which will own IGT’s Gaming and Digital business, with the Company acquiring IGT’s Gaming and Digital business in a series of transactions (the “Proposed Transaction”). Upon the closing of the Proposed Transaction, under the terms of the agreements, IGT shareholders were expected to own approximately 54% of the combined company, with the Company’s existing stockholders expected to own approximately 46% of the combined company. In connection with the Proposed Transaction, we incurred transaction costs of approximately $1.4 million and $15.8 million during the three and six months ended June 30, 2024, respectively, and employee retention costs of approximately $4.1 million and $5.4 million during the three and six months ended June 30, 2024, respectively, which are included within Operating Expenses of our Statements of Operations.

On February 28, 2024, the Company and Ignite Rotate LLC, a subsidiary of IGT (“Spinco”), entered into a debt commitment letter and related letters with the lenders specified therein. On March 29, 2024, the Company and Spinco entered into an amended and restated debt commitment letter and related amended and restated letters (as amended, the “Commitment Letter”), pursuant to which the lenders committed to provide the Company and such subsidiary with up to $3.7 billion, together with a revolver of $0.8 billion, used to refinance the existing debt of the Company and its subsidiaries, and distribute funds to IGT, with the remainder to be used to pay the combined company’s fees, costs and expenses in connection with the Proposed Transaction, subject to the satisfaction of certain customary closing conditions including the consummation of the Proposed Transaction described above.

Subsequent to June 30, 2024, each of the definitive agreements for the Proposed Transaction, including the Commitment Letter, was terminated by mutual consent of the respective parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements. Refer to “Note 18 — Subsequent Events” for additional discussion on the Proposed Transaction.

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eCash Holdings Pty Limited

On March 1, 2022 (the “eCash Closing Date”), the Company acquired the stock of eCash Holdings Pty Limited (“eCash”). Under the terms of the stock purchase agreement, we paid the seller AUD$20 million (approximately USD$15 million) on the eCash Closing Date, additional consideration of AUD$5.0 million (USD$3.4 million) approximately one year following the eCash Closing Date and additional consideration of AUD$6.5 million (USD$4.2 million) approximately two years following the eCash Closing Date. In addition, we paid approximately AUD$8.7 million (USD$6.0 million) for the excess net working capital during the second quarter of 2022. We finalized our measurement period adjustments and recorded approximately $2.3 million primarily related to deferred taxes during the first quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition.

Intuicode Gaming Corporation

On April 30, 2022 (the “Intuicode Closing Date”), the Company acquired the stock of Intuicode Gaming Corporation (“Intuicode”), a privately owned game development and engineering firm focused on HHR games. Under the terms of the stock purchase agreement, we paid the seller $12.5 million on the Intuicode Closing Date of the transaction, a net working capital payment of $1.6 million during the second quarter of 2022 and $6.4 million based on the achievement of a certain revenue target one year following the Intuicode Closing Date. In addition, we owe approximately $2.4 million as a final payment based on the achievement of a certain revenue target two years following the Intuicode Closing Date. We finalized our measurement period adjustments and recorded approximately $1.3 million primarily related to the final payment and deferred taxes during the second quarter of 2023.

During the second quarter of 2024, the contingent consideration performance period ended and we revised our final payment estimate. As a result, we recorded an adjustment of approximately $0.2 million, which was included within Operating Expenses of our Statements of Operations. The acquisition did not have a significant impact on our results of operations or financial condition.

The fair value of the contingent consideration was based on Level 3 inputs utilizing a discounted cash flow methodology. The estimates and assumptions included projected future revenues of the acquired business and a discount rate of approximately 5%. Contingent consideration to be paid is comprised of a short-term component that is recorded in accounts payable and accrued expenses in our Balance Sheets. The change in fair value of the contingent consideration during the period ended June 30, 2024 was not material.

Venuetize, Inc.

On October 14, 2022 (the “Venuetize Closing Date”), the Company acquired certain strategic assets of Venuetize, Inc. (“Venuetize”), a privately owned innovator of mobile-first technologies that provide an advanced guest engagement and m-commerce platform for the sports, entertainment and hospitality industries. Under the terms of the asset purchase agreement, we paid the seller $18.2 million on the Venuetize Closing Date of the transaction and an immaterial amount twelve-months following the Venuetize Closing Date that was netted against a net working capital receivable of approximately $1.0 million. In addition, we expect to pay approximately $1.8 million in contingent consideration based upon the achievement of certain revenue targets on the twenty-four month and thirty-month anniversaries of the Venuetize Closing Date. We finalized our measurement period adjustments and recorded approximately $1.2 million primarily related to the net working capital receivable and deferred taxes during the fourth quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition.

The fair value of the contingent consideration was based on Level 3 inputs utilizing a discounted cash flow methodology. The estimates and assumptions included projected future revenues of the acquired business and a discount rate of approximately 7%. Contingent consideration to be paid is comprised of a short-term component that is recorded in accounts payable and accrued expenses in our Balance Sheets. The change in fair value of the contingent consideration during the period ended June 30, 2024 was not material.

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VKGS LLC

On May 1, 2023 (the “Video King Closing Date”), the Company acquired certain strategic assets of VKGS LLC (“Video King”), a privately owned leading provider of integrated electronic bingo gaming tablets, video gaming content, instant win games and systems. Under the terms of the purchase agreement, we paid the seller approximately $61.0 million, inclusive of a net working capital payment on the Video King Closing Date. We also made an additional net working capital payment of $0.3 million post-closing, early in the third quarter of 2023. In addition, we expect to pay approximately $0.2 million related to an indemnity holdback, which is scheduled for release on the eighteen-month anniversary of the Video King Closing Date. We finalized our measurement period adjustments and recorded an immaterial amount related to deferred taxes during the quarter ended March 31, 2024. The acquisition did not have a significant impact on our results of operations or financial condition.

Pro-forma financial information (unaudited)

The acquisition related to Video King occurred during fiscal 2023; therefore, it is included in our Financial Statements for the three and six months ended June 30, 2024.

The unaudited pro forma financial data on a consolidated basis, including the historical operating results of the Company, assuming the Video King acquisition occurred on January 1, 2022, reflected revenue of approximately $211.0 million and $418.4 million, and net income of approximately $27.3 million and $55.3 million for the three and six months ended June 30, 2023, respectively.

The acquisitions related to eCash, Intuicode and Venuetize occurred during fiscal 2022; therefore, each are included in our Financial Statements for the three and six months ended June 30, 2024 and 2023, respectively.

The unaudited pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and costs directly attributable to the acquisitions. The unaudited pro forma results do not purport to be indicative of results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period; nor do they give effect to synergies, cost savings, fair market value adjustments and other changes expected as a result of the acquisitions.

6. FUNDING AGREEMENTS

We have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. These fund usage fees, reflected as interest expense within the Statements of Operations, were approximately $4.8 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $5.9 million and $10.2 million for the three and six months ended June 30, 2023, respectively. We are exposed to interest rate risk to the extent that the applicable rates increase.

Under these agreements, the currency supplied by third party vendors remain their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected in our Balance Sheets.

Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash up to $450 million with the ability to increase the amount permitted by the vault cash provider. The term of the agreement expires on December 1, 2026 and will automatically renew for additional one-year periods unless either party provides a ninety-day written notice of its intent not to renew. The outstanding balance of funds provided in connection with this arrangement were approximately $333.0 million and $388.5 million as of June 30, 2024 and December 31, 2023, respectively.

We are responsible for losses of cash in the fund dispensing devices under this agreement, and we self-insure for this type of risk. There were no material losses for the three and six months ended June 30, 2024 and 2023, respectively.

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7. TRADE AND OTHER RECEIVABLES

Trade and other receivables represent short-term credit granted to customers and long-term loans receivable in connection with our Games and FinTech equipment and software, and compliance products. Trade and loans receivable generally do not require collateral.

The balance of trade and loans receivable consists of outstanding balances owed to us by gaming operators. Other receivables include income tax receivables and other miscellaneous receivables.

The balance of trade and other receivables consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Trade and other receivables, net
Games trade and loans receivable			$	59,051					$	66,044
FinTech trade and loans receivable			41,970						39,795
Contract assets(1)			32,317						26,635
Other receivables			6,485						4,474

Total trade and other receivables, net			139,823						136,948

Non-current portion of receivables

Games trade and loans receivable			1,415						480
FinTech trade and loans receivable			17,328						15,551
Contract assets(1)			16,253						12,984

Total non-current portion of receivables			34,996						29,015

Total trade and other receivables, current portion			$	104,827					$	107,933

1.Refer to “Note 3 — Revenues” for a discussion on the contract assets.

Allowance for Credit Losses

The activity in our allowance for credit losses for the six months ended June 30, 2024 and 2023 is as follows (in thousands):


			Six Months Ended June 30,
			2024						2023
Beginning allowance for credit losses			$	(5,210)					$	(4,855)
Provision			(5,499)						(5,591)
Charge-offs, net of recoveries			5,548						5,389
Ending allowance for credit losses			$	(5,161)					$	(5,057)

8. INVENTORY

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

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Inventory consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Inventory
Component parts			$	63,003					$	59,632
Work-in-progress			1,980						1,147
Finished goods			16,465						9,845
Total inventory			$	81,448					$	70,624

9. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Depreciation						Net Book Value						Cost						Accumulated Depreciation						Net Book Value
Property and equipment
Rental pool - deployed			2-5						$	312,956					$	205,125					$	107,831					$	308,438					$	218,110					$	90,328
Rental pool - undeployed			2-5						47,390						33,076						14,314						39,578						29,770						9,808
FinTech equipment			1-5						31,877						22,601						9,276						32,719						21,911						10,808
Leasehold and building improvements			Lease Term						19,858						5,876						13,982						19,271						4,887						14,384
Machinery, office, and other equipment			1-5						68,652						40,901						27,751						63,857						36,481						27,376
Total									$	480,733					$	307,579					$	173,154					$	463,863					$	311,159					$	152,704

Depreciation expense related to property and equipment totaled approximately $19.7 million and $39.7 million for the three and six months ended June 30, 2024, respectively, and $19.5 million and $38.5 million for the three and six months ended June 30, 2023, respectively.

10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. The balance of goodwill was approximately $737.5 million and $737.8 million at June 30, 2024 and December 31, 2023, respectively.

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Other Intangible Assets

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


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Amortization						Net Book Value						Cost						Accumulated Amortization						Net Book Value
Other intangible assets
Contract rights under placement fee agreements			2-7						$	57,821					$	26,262					$	31,559					$	57,821					$	21,592					$	36,229
Customer relationships			3-14						337,696						266,331						71,365						337,829						255,972						81,857
Developed technology and software			1-7						478,146						358,530						119,616						453,453						340,286						113,167
Patents, trademarks, and other			2-18						24,770						22,566						2,204						24,783						21,898						2,885
Total									$	898,433					$	673,689					$	224,744					$	873,886					$	639,748					$	234,138

Amortization expense related to other intangible assets was approximately $16.2 million and $31.7 million for the three and six months ended June 30, 2024, respectively, and $14.2 million and $28.5 million for the three and six months ended June 30, 2023, respectively.

11. LONG-TERM DEBT

The following table summarizes our indebtedness (in thousands):


						Maturity						Interest						At June 30,						At December 31,
						Date						Rate						2024						2023
Long-term debt
$600 million Term Loan						2028						SOFR+CSA+2.50%						$	580,500					$	586,500
$125 million Revolver						2026						SOFR+CSA+2.50%						—						—
Senior Secured Credit Facilities																		580,500						586,500
$400 million Unsecured Notes						2029						5.00%						400,000						400,000
Total debt																		980,500						986,500
Debt issuance costs and discount																		(10,800)						(12,035)
Total debt after debt issuance costs and discount																		969,700						974,465
Current portion of long-term debt																		(3,000)						(6,000)
Total long-term debt, net of current portion																		$	966,700					$	968,465

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Credit Facilities

Our senior secured credit facilities consist of: (i) a seven-year $600 million senior secured term loan due 2028 issued at 99.75% of par (the “Term Loan”); and (ii) a $125 million senior secured revolving credit facility due 2026, which was undrawn at closing (the “Revolver” and together with the Term Loan, the “Credit Facilities”). The Company, as borrower, entered into the credit agreement dated as of August 3, 2021, among the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and a letter of credit issuer (the “Original Credit Agreement”).

On June 23, 2023, the Company entered into the first amendment (the “Amendment”) to the Original Credit Agreement (as amended, the “Amended Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, the Secured Overnight Financing Rate (“SOFR”) replaced the Eurodollar Rate for all purposes under the Original Credit Agreement and under any other Loan Document (as defined therein) on July 1, 2023, when the ICE Benchmark Administration ceased to provide all available tenors of the Eurodollar Rate. In connection with such implementation of SOFR, the Company and Jefferies Finance LLC agreed to make conforming changes to the relevant provisions of the Original Credit Agreement, as reflected in the Amended Credit Agreement.

On November 2, 2023, the Company entered into the second amendment (the “Second Amendment”), effective November 9, 2023, to the Original Credit Agreement and the Amended Credit Agreement (as amended, the “Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, capitalized terms not otherwise defined in this Second Amendment have the same meanings as specified in the Original Credit Agreement or the Amended Credit Agreement, as the context may require; and pursuant to the Amended Credit Agreement, the borrower and the administrative agent jointly identified certain obvious errors of a technical nature in the Amended Credit Agreement and have agreed to amend the Amended Credit Agreement to correct such errors.

The interest rate per annum applicable to the Credit Facilities will be, at the Company’s option, either the SOFR, inclusive of the credit spread adjustment (“CSA”) with a 0.50% floor plus a margin of 2.50%, or the base rate plus a margin of 1.50%. In addition, the CSA is recorded as interest expense that varies for the applicable interest period, with an adjustment of 0.1% for interest periods of one month, an adjustment of 0.3% for interest periods of two months and an adjustment of 0.4% for interest periods of three months. Our Revolver remained fully undrawn as of June 30, 2024.

The weighted average interest rate on the Term Loan was 7.94% and 7.95% for the three and six months ended June 30, 2024, respectively.

Senior Unsecured Notes

Our senior unsecured notes issued in 2021 (the “2021 Unsecured Notes”) had an outstanding balance of $400.0 million as of June 30, 2024 that accrues interest at a rate of 5.00% per annum and is payable semi-annually in arrears on each January 15 and July 15.

Compliance with Debt Covenants

We were in compliance with the covenants and terms of the Credit Facilities and the 2021 Unsecured Notes as of June 30, 2024.

12. COMMITMENTS AND CONTINGENCIES

We are involved in various legal proceedings in the ordinary course of our business. While we believe resolution of the claims brought against us, both individually and in the aggregate, will not have a material adverse impact on our financial condition or results of operations, litigation of this nature is inherently unpredictable. Our views on these legal proceedings, including those described below, may change in the future. We intend to vigorously defend against these actions, and ultimately believe we should prevail.

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Legal Contingencies

We evaluate matters and record an accrual for legal contingencies when it is both probable that a liability has been incurred and the amount or range of the loss may be reasonably estimated. We evaluate legal contingencies at least quarterly and, as appropriate, establish new accruals or adjust existing accruals to reflect: (i) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings, and other relevant events and developments; (ii) the advice and analyses of counsel; and (iii) the assumptions and judgment of management. Legal costs associated with such proceedings are expensed as incurred. Due to the inherent uncertainty of legal proceedings as a result of the procedural, factual, and legal issues involved, the outcomes of our legal contingencies could result in losses in excess of amounts we have accrued.

NRT matter:

NRT Technology Corp., et al. v. Everi Holdings Inc., et al. is a civil action filed on April 30, 2019 against Everi Holdings and Everi FinTech in the United States District Court for the District of Delaware by NRT Technology Corp. and NRT Technology, Inc., alleging monopolization of the market for unmanned, integrated kiosks in violation of federal antitrust laws, fraudulent procurement of patents on functionality related to such unmanned, integrated kiosks and sham litigation related to prior litigation brought by Everi FinTech (operating as Global Cash Access Inc.) against the plaintiff entities. The plaintiffs are seeking compensatory damages, treble damages, and injunctive and declaratory relief. Discovery is closed. The court removed the case from the September trial calendar and requested briefs from the parties on relevant legal issues. Briefing was completed in December 2022. The parties are awaiting further guidance from the court. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any.

Zenergy Systems, LLC matter:

Zenergy Systems, LLC v. Everi Payments Inc. is a civil action filed on May 29, 2020, against Everi FinTech in the United States District Court for the District of Nevada, Clark County by Zenergy Systems, LLC (“Zenergy”), alleging breach of contract, breach of a non-disclosure agreement, conversion, breach of the covenant of good faith and fair dealing, and breach of a confidential relationship related to a contract with Everi FinTech that expired in November 2019. The plaintiff is seeking compensatory and punitive damages. Everi FinTech has counterclaimed against Zenergy alleging breach of contract, breach of implied covenant of good faith and fair dealing, and for declaratory relief. The parties participated in mediation on March 21, 2023. No settlement was reached at mediation. The parties filed a joint motion to set a firm trial date which the court granted. The case is on the court's May 28, 2025 trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any.

Mary Parrish matter:

Mary Parrish v. Everi Holdings Inc., et al. is a civil action filed on December 28, 2021, against Everi Holdings and Everi FinTech in the District Court of Nevada, Clark County by Mary Parrish alleging violation of the Fair and Accurate Credit Transactions Act (FACTA) amendment to the Fair Credit Reporting Act (FCRA). Plaintiff's complaint alleges she received a printed receipt for cash access services performed at an Everi Payments' ATM which displayed more than four (4) digits of the account number. Plaintiff seeks statutory damages, punitive damages, injunctive relief, attorneys' fees, and other relief. Everi filed a Petition for Removal to the United States District Court, District of Nevada. On May 4, 2023, the United States District Court entered an order remanding the case and the matter is now pending in the District Court of Nevada, Clark County. Discovery is underway. The case is on the court's January 6, 2025 trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any.

In addition, we have commitments with respect to certain lease obligations discussed in “Note 4 — Leases” and installment payments under our asset purchase agreements discussed in “Note 5 — Business Combinations.”

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13. STOCKHOLDERS’ EQUITY

On May 3, 2023, our Board of Directors authorized and approved a share repurchase program in an amount not to exceed $180 million, pursuant to which we were authorized to purchase outstanding Company common stock in open market or privately negotiated transactions over a period of eighteen (18) months through November 3, 2024, in accordance with Company and regulatory policies and trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934.

On May 2, 2024, the Board of Directors canceled the share repurchase program. As of May 2, 2024, the Company had repurchased $100.0 million of Company common stock under the $180 million authorized share repurchase program.

No shares were repurchased during the three and six months ended June 30, 2024, and 2.7 million shares were repurchased during the three and six months ended June 30, 2023.

14. WEIGHTED AVERAGE SHARES OF COMMON STOCK

The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Weighted average shares
Weighted average number of common shares outstanding - basic			84,515						88,213						84,146						88,866
Potential dilution from equity awards(1)			2,615						5,259						3,062						5,842
Weighted average number of common shares outstanding - diluted(1)			87,130						93,472						87,208						94,708

1.There were 2.1 million and 1.7 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2024, respectively, and 0.3 million and 0.2 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2023, respectively.

15. SHARE-BASED COMPENSATION

Equity Incentive Awards

Generally, we grant the following types of awards: (i) restricted stock units with either time- or performance-based criteria; and (ii) time-based options. We estimate forfeiture amounts based on historical patterns.

A summary of award activity is as follows (in thousands):


			Stock Options						Restricted Stock Units
Outstanding, December 31, 2023			4,804						2,464
Granted			109						1,473
Exercised options or vested shares			(648)						(751)
Canceled or forfeited			(13)						(43)
Outstanding, June 30, 2024			4,252						3,143

There were approximately 4.2 million awards of our common stock available for future equity grants under our existing equity incentive plan at June 30, 2024, which included 3.6 million additional shares approved by our stockholders during the second quarter of 2024.

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16. INCOME TAXES

The income tax provision for the three and six months ended June 30, 2024 reflected an effective income tax rate of 19.7% and 21.0%, respectively, which was less than and consistent with the statutory federal rate of 21.0%, respectively, primarily due to a research credit, partially offset by state taxes, a valuation allowance on certain deferred tax assets and the net tax expense from equity award activities. The income tax provision for the three and six months ended June 30, 2023 reflected an effective income tax rate of 17.3% and 17.5%, respectively, which was less than the statutory federal rate of 21.0%, respectively, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes and compensation deduction limitations.

We have analyzed our positions in the federal, state and foreign jurisdictions where we are required to file income tax returns, as well as the open tax years in these jurisdictions. As of June 30, 2024, we recorded approximately $4.9 million of unrecognized tax benefits, all of which would impact our effective tax rate, if recognized. We do not anticipate that our unrecognized tax benefits will materially change within the next 12 months.

17. SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group (the “CODM”). Our CODM consists of the Chief Executive Officer and the Chief Financial Officer. Our CODM determined that our operating segments for conducting business are: (i) Games and (ii) FinTech. Our CODM allocates resources and measures profitability based on our operating segments, which are managed and reviewed separately, as each represents products and services that can be sold separately to our customers. Our segments are monitored by management for performance against our internal forecasts. We have reported our financial performance based on our segments in both the current and prior periods. Refer to “Note 1 — Business” for additional information regarding our operating segments.

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

Our business is predominantly domestic with no specific regional concentrations that were material to our results of operations or financial condition, and no significant assets in foreign locations.

24

The following tables present segment information (in thousands)*:


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Games
Revenues
Gaming operations(1)			$	71,936					$	77,781					$	144,558					$	153,090
Gaming equipment and systems			25,735						35,351						50,235						67,416
Total revenues			97,671						113,132						194,793						220,506
Costs and expenses
Cost of revenues(2)
Gaming operations			9,836						8,388						19,351						15,194
Gaming equipment and systems			15,266						20,141						29,326						40,390
Total cost of revenues			25,102						28,529						48,677						55,584
Operating expenses(3)			24,617						20,896						57,969						41,768
Research and development			12,683						11,172						24,474						21,825
Depreciation			17,002						17,265						34,301						33,504
Amortization			11,882						10,875						23,294						21,151
Total costs and expenses			91,286						88,737						188,715						173,832
Operating income			$	6,385					$	24,395					$	6,078					$	46,674

1.Includes the accretion of contract rights of $2.3 million and $4.7 million for each of the three and six months ended June 30, 2024 and 2023, respectively.

2.Excludes depreciation and amortization.

3.Includes approximately $1.2 million and $15.3 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.1 million and $2.8 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.7 million of severance costs related to the realignment of certain employee functions within the Games business for the three and six months ended June 30, 2024, respectively, and $0.3 million for the three and six months ended June 30, 2023, respectively.

* Rounding may cause variances.

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			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
FinTech
Revenues
Financial access services			$	57,533					$	55,660					$	114,952					$	111,874
Software and other			24,750						23,995						50,526						48,210
Hardware			11,236						15,930						20,265						28,599
Total revenues			93,519						95,585						185,743						188,683
Costs and expenses
Cost of revenues(1)
Financial access services			2,465						2,697						5,162						5,596
Software and other			3,485						1,923						6,617						3,346
Hardware			7,827						10,574						14,633						19,022
Total cost of revenues			13,777						15,194						26,412						27,964
Operating expenses(2)			41,750						40,494						82,012						78,814
Research and development			7,303						5,465						14,822						10,908
Depreciation			2,725						2,257						5,377						4,967
Amortization			4,288						3,298						8,385						7,386
Total costs and expenses			69,843						66,708						137,008						130,039
Operating income			$	23,676					$	28,877					$	48,735					$	58,644

1.Excludes depreciation and amortization.

2.Includes approximately $0.2 million and $0.5 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.0 million and $2.6 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.1 million of severance costs related to the realignment of certain employee functions within the FinTech business for the three and six months ended June 30, 2024, respectively, and $0.9 million for the three and six months ended June 30, 2023, respectively. Also, includes $0.1 million in other legal fees and expenses associated with legal matters for the three and six months ended June 30, 2024, respectively, and $0.1 million for the three months ended June 30, 2023. We recorded a benefit of $0.1 million against other legal fees and expenses associated with legal matters for the six months ended June 30, 2023.

* Rounding may cause variances.


			At June 30,						At December 31,
			2024						2023
Total assets
Games			$	945,670					$	931,322
FinTech			1,138,538						1,192,548
Total assets			$	2,084,208					$	2,123,870

Major Customers. No single customer accounted for more than 10% of our revenues for the three and six months ended June 30, 2024 and 2023, respectively. Our five largest customers accounted for approximately 13% of our revenues for the three and six months ended June 30, 2024, respectively, and 12% for the three and six months ended June 30, 2023, respectively.

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18. SUBSEQUENT EVENTS

On July 26, 2024, the Company entered into definitive agreements with, among others, IGT and Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), whereby IGT’s Gaming & Digital business (“IGT Gaming”) and Everi will be simultaneously acquired by Buyer in an all-cash transaction (the “New Proposed Transaction”). Following closing, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the new agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction) and IGT will receive $4.05 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements. The acquisitions of IGT Gaming and Everi by Buyer are cross-conditioned. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by Everi stockholders. In addition, on July 26, 2024, immediately prior to and in connection with the entry into the definitive agreements for the New Proposed Transaction, each of the definitive agreements for the Proposed Transaction, including the Commitment Letter, was terminated by mutual consent of the respective parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements.

Buyer has obtained equity financing commitments and debt financing commitments for the purpose of funding the New Proposed Transaction and paying related fees and expenses. Certain funds managed by affiliates of Apollo Global Management, Inc. (the “Guarantors”) have committed to invest in Buyer an aggregate amount of up to $2,300 million, subject to the terms and conditions set forth in the equity commitment letter, and have entered into a limited guarantee in favor of IGT and the Company, pursuant to which the Guarantors are guaranteeing certain obligations of Buyer in connection with the merger agreement relating to the New Proposed Transaction, including the termination fee and certain other fees, indemnities, and expenses, subject to a maximum aggregate liability cap. In addition, certain debt financing sources have committed to lend an aggregate principal amount of up to $4,325 million, together with a committed revolving credit facility in an aggregate principal amount of up to $750 million, to Buyer for the purpose of funding the New Proposed Transaction, subject to the terms and conditions set forth in the debt commitment letter and any related fee letter.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

Cautionary Information Regarding Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking” statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance, but instead are based only on our current beliefs, expectations, and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, including the New Proposed Transaction (defined below) as of the date on which this report is filed. Forward-looking statements often, but do not always, contain words such as “expect,” “anticipate,” “aim to,” “designed to,” “intend,” “plan,” “believe,” “goal,” “target,” “future,” “assume,” “estimate,” “indication,” “seek,” “project,” “may,” “can,” “could,” “should,” “favorably positioned,” or “will” and other words and terms of similar meaning. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which are based only on information currently available to us and only as of the date hereof. We undertake no obligation to update or publicly revise any forward-looking statements as a result of new information, future developments or otherwise.

Forward-looking statements are subject to inherent risks, uncertainties, and changes in circumstances that are often difficult to predict and many of which are beyond our control, including, but not limited to, statements regarding trends, developments, and uncertainties impacting our business, including our ability to withstand: macro-economic impacts on consumer discretionary spending, interest rates and interest expense; global supply chain disruption; inflationary impact on supply chain costs; inflationary impact on labor costs and retention; equity incentive activity and compensation expense; our ability to maintain revenue, earnings, and cash flow momentum or lack thereof; changes in global market, business and regulatory conditions whether as a result of a pandemic, or other economic or geopolitical developments around the world, including availability of discretionary spending income of casino patrons as well as expectations for the closing or re-opening of casinos; product and technological innovations that address customer needs in a new and evolving operating environment or disrupt the industry, such as generative artificial intelligence; to enhance shareholder value in the long-term; trends in gaming operator and patron usage of our products; benefits realized by using our products and services; benefits and/or costs associated with mergers, acquisitions, and/or strategic alliances; the New Proposed Transaction, including the anticipated timing of the closing of the New Proposed Transaction and the anticipated delisting and deregistration of Everi’s common stock; product development, including the benefits from the release of new products, new product features, product enhancements, or product extensions; regulatory approvals and changes; gaming, financial regulatory, legal, card association, and statutory compliance and changes; the implementation of new or amended card association and payment network rules or interpretations; consumer collection activities; competition (including consolidations); tax liabilities; borrowings and debt repayments; goodwill impairment charges; international expansion or lack thereof; resolution of litigation or government investigations; our share repurchase and dividend policy; new customer contracts and contract renewals or lack thereof; and financial performance and results of operations (including revenue, expenses, margins, earnings, cash flow, and capital expenditures).

Our actual results and financial condition may differ materially from those indicated in forward-looking statements, and important factors that could cause them to do so include, but are not limited to, the following: our ability to generate profits in the future and to create incremental value for shareholders; our ability to withstand economic slowdowns, inflationary and other economic factors that pressure discretionary consumer spending; our ability to execute on mergers, acquisitions, and/or strategic alliances, including our ability to integrate and operate such acquisitions or alliances consistent with our forecasts in order to achieve future

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growth; our ability to execute on key initiatives and deliver ongoing improvements; expectations regarding growth for the Company’s installed base and daily win per unit; expectations regarding placement fee agreements; inaccuracies in underlying operating assumptions; our ability to withstand direct and indirect impacts of a pandemic outbreak, or other public health crises of uncertain duration on our business and the businesses of our customers and suppliers, including as a result of actions taken in response to governments, regulators, markets and individual consumers; changes in global market, business, and regulatory conditions arising as a result of economic, geopolitical and other developments around the world, including a global pandemic, increased conflict and political turmoil, capital market disruptions and instability of financial institutions, climate change or currently unexpected crises or natural disasters; our leverage and the related covenants that restrict our operations; our ability to comply with our debt covenants and our ability to generate sufficient cash to service all of our indebtedness, fund working capital, and capital expenditures; our ability to withstand the loss of revenue during the closure of our customers’ facilities; our ability to maintain our current customers; our ability to replace revenue associated with terminated contracts or margin degradation from contract renewals; expectations regarding customers’ preferences and demands for future product and service offerings; our ability to successfully introduce new products and services, including third-party licensed content; gaming operator and patron preferences; failure to control product development costs and create successful new products; the overall growth or contraction of the gaming industry; anticipated sales performance; our ability to prevent, mitigate, or timely recover from cybersecurity breaches, attacks, compromises and other security vulnerabilities; national and international economic and industry conditions, including the prospect of a shutdown of the U.S. federal government; changes in gaming regulatory, financial regulatory, legal, card association, and statutory requirements; the impact of evolving legal and regulatory requirements, including emerging environmental, social and governance requirements; regulatory and licensing difficulties, competitive pressures and changes in the competitive environment; operational limitations; changes to tax laws; uncertainty of litigation outcomes; interest rate fluctuations; business prospects; unanticipated expenses or capital needs; the possibility that the conditions to the consummation of the New Proposed Transaction will not for any reason be satisfied (including the failure to obtain necessary regulatory and stockholder approvals) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the New Proposed Transaction; negative effects of the announcement or failure to consummate the New Proposed Transaction on the market price of the capital stock of Everi and on Everi’s operating results, including that Everi’s stock price may decline significantly if the New Proposed Transaction is not consummated; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement for the New Proposed Transaction, which in certain circumstances may require Everi to pay a termination fee; significant transaction costs, fees, expenses, and charges in connection with the New Proposed Transaction; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operating relationships following the announcement or closing of the New Proposed Transaction and the diversion of Everi management’s attention from its ongoing business); failure to consummate or delay in consummating the New Proposed Transaction for any reason; technological obsolescence and our ability to adapt to evolving technologies, including generative artificial intelligence; employee hiring, turnover and retention; our ability to comply with regulatory requirements under the Payment Card Industry Data Security Standards and maintain our certified status; and those other risks and uncertainties discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) and “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q. Given these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Quarterly Report on Form 10-Q will in fact transpire or prove to be accurate.

This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report and with the information included in our other press releases, reports, and other filings with the Securities and Exchange Commission (“SEC”). Understanding the information contained in these filings is important in order to fully understand our reported financial results and our business outlook for future periods.

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Overview

Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a leading innovator and provider of trusted financial technology solutions that power casino floors, improve operational efficiencies, and help fulfill regulatory requirements. The Company also develops and supplies player loyalty tools and mobile-first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment, and hospitality industries. In addition, the Company provides bingo solutions through its consoles, electronic gaming tablets and related systems.

Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) FinTech.

Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems.

Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks, allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings.

Additional Items Impacting Comparability of Results of Operations and Financial Condition

Our Financial Statements included in this report reflect the following additional items impacting the comparability of results of operations and financial condition:

•During the first quarter of 2024, we entered into definitive agreements with, among others, International Game Technology PLC (“IGT”) pursuant to which IGT agreed to spin-off a newly created subsidiary, which will own IGT’s Gaming and Digital business, with the Company acquiring IGT’s Gaming and Digital business in a series of transactions (the “Proposed Transaction”). In connection with the Proposed Transaction, we incurred transaction costs of approximately $1.4 million and $15.8 million during the three and six months ended June 30, 2024, respectively, and employee retention costs of approximately $4.1 million and $5.4 million during the three and six months ended June 30, 2024, respectively. On July 26, 2024, each of the definitive agreements for the Proposed Transaction was terminated by mutual consent of the respective parties thereto, effective immediately. For additional information, see “Note 18 — Subsequent Events” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

•During the second quarter of 2023, we acquired certain strategic assets of VKGS LLC (“Video King”), a privately owned provider of integrated electronic bingo gaming tablets, video gaming content, instant win games and systems. Under the terms of the purchase agreement, we paid the seller approximately

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$61.3 million, inclusive of a net working capital payment. The acquisition did not have a significant impact on our financial condition or results of operations as of and for the period ended June 30, 2024.

Trends and Developments Impacting our Business

Below we have identified a development that could have a material impact on our business:

•During the third quarter of 2024, the Company entered into definitive agreements with IGT, Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT (“Spinco”), Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub” and together with Buyer, the “Buyer Parties” and each, a “Buyer Party”), whereby IGT’s Gaming & Digital business (“IGT Gaming”) and Everi will be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), in an all-cash transaction (the “New Proposed Transaction”). Following closing, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the new agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction) and IGT will receive $4.05 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements (such sale of IGT Gaming, the “Equity Sale”). In addition, on July 26, 2024, immediately prior to and in connection with the entry into the definitive agreements for the New Proposed Transaction, each of the definitive agreements for the Proposed Transaction was terminated by mutual consent of the respective parties thereto, effective immediately. For additional information, see “Note 18 — Subsequent Events” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

Operating Segments

We report our financial performance within two operating segments: (i) Games; and (ii) FinTech. For additional information on our segments, see “Note 1 — Business”, “Note 3 — Revenues” and “Note 17 — Segment Information” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

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Results of Operations

Three months ended June 30, 2024 compared to three months ended June 30, 2023

The following table presents our Results of Operations as reported for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 (amounts in thousands)*:


			Three Months Ended
			June 30, 2024												June 30, 2023												2024 vs 2023
			$						%						$						%						$						%
Revenues
Games revenues
Gaming operations			$	71,936					38		%				$	77,781					37		%				$	(5,845)					(8)		%
Gaming equipment and systems			25,735						13		%				35,351						17		%				(9,616)						(27)		%
Games total revenues			97,671						51		%				113,132						54		%				(15,461)						(14)		%
FinTech revenues
Financial access services			57,533						30		%				55,660						27		%				1,873						3		%
Software and other			24,750						13		%				23,995						11		%				755						3		%
Hardware			11,236						6		%				15,930						8		%				(4,694)						(29)		%
FinTech total revenues			93,519						49		%				95,585						46		%				(2,066)						(2)		%
Total revenues			191,190						100		%				208,717						100		%				(17,527)						(8)		%
Costs and expenses
Games cost of revenues(1)
Gaming operations			9,836						5		%				8,388						4		%				1,448						17		%
Gaming equipment and systems			15,266						8		%				20,141						10		%				(4,875)						(24)		%
Games total cost of revenues			25,102						13		%				28,529						14		%				(3,427)						(12)		%
FinTech cost of revenues(1)
Financial access services			2,465						1		%				2,697						1		%				(232)						(9)		%
Software and other			3,485						2		%				1,923						1		%				1,562						81		%
Hardware			7,827						4		%				10,574						5		%				(2,747)						(26)		%
FinTech total cost of revenues			13,777						7		%				15,194						7		%				(1,417)						(9)		%
Operating expenses			66,367						35		%				61,390						29		%				4,977						8		%
Research and development			19,986						10		%				16,637						8		%				3,349						20		%
Depreciation			19,727						10		%				19,522						9		%				205						1		%
Amortization			16,170						8		%				14,173						7		%				1,997						14		%
Total costs and expenses			161,129						84		%				155,445						74		%				5,684						4		%
Operating income			30,061						16		%				53,272						26		%				(23,211)						(44)		%
Other expenses
Interest expense, net of interest income			18,637						10		%				20,136						10		%				(1,499)						(7)		%
Total other expenses			18,637						10		%				20,136						10		%				(1,499)						(7)		%
Income before income tax			11,424						6		%				33,136						16		%				(21,712)						(66)		%

1.Exclusive of depreciation and amortization.

* Rounding may cause variances.

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			Three Months Ended
			June 30, 2024												June 30, 2023												2024 vs 2023
			$						%						$						%						$						%
Income tax provision			2,251						1		%				5,740						3		%				(3,489)						(61)		%
Net income			$	9,173					5		%				$	27,396					13		%				$	(18,223)					(67)		%

* Rounding may cause variances.

The following table represents select revenue driving metrics for the three months ended June 30, 2024 compared to the three months ended June 30, 2023:


			Three Months Ended
			June 30, 2024						June 30, 2023						2024 vs 2023
			(in millions, except unit amounts and prices)
Revenue driving metrics:

Gaming operations information:(1)
Total installed base at period end			16,614						17,812						(1,198)						(7)		%

Average units installed during period			16,854						17,855						(1,001)						(6)		%

Daily win per unit			$	34.28					$	37.22					$	(2.94)					(8)		%

Games unit sales information:(2)
Units sold			1,099						1,597						(498)						(31)		%
Average sales price			$	20,554					$	20,512					$	42					—		%

Value of financial access transactions:(3)
Funds advanced			$	3,129.2					$	3,005.0					$	124.2					4		%
Funds dispensed			8,882.1						8,176.2						705.9						9		%
Check warranty			510.3						483.6						26.7						6		%
Total value processed			$	12,521.6					$	11,664.8					$	856.8					7		%

Number of financial access transactions:(3)
Funds advanced			4.5						4.5						—						—		%
Funds dispensed			33.4						30.9						2.5						8		%
Check warranty			0.9						0.9						—						—		%
Total transactions completed			38.8						36.3						2.5						7		%

1.Gaming operations revenues are derived from the installed base of leased machines deployed at customer locations and the daily win per unit generated from these devices.

2.Gaming equipment revenues are derived from the units sold and the average sales prices generated from these machines.

3.Financial access services revenues are based on the total dollars and transactions processed.

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Revenues

Total revenues decreased by approximately $17.5 million, or 8%, to approximately $191.2 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the decline in Games revenues described below.

Games revenues decreased by approximately $15.5 million, or 14%, to approximately $97.7 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to a decrease of 498 units sold to 1,099 units. The average selling price of $20,554 for the three months ended June 30, 2024 was relatively consistent with the average selling price in the same period in the prior year reflected in our gaming equipment and systems revenues. In addition, gaming operations revenues declined due to the $2.94 reduction in the daily win per unit to $34.28 for the three months ended June 30, 2024, as compared to the same period in the prior year. Our ending installed base of 16,614 leased gaming machines was 1,198 units lower than the 17,812 units at June 30, 2023. The average units installed for the quarter was 16,854 and 17,855 for the three months ended June 30, 2024 and 2023, respectively. The Games total revenue declines were partially offset by the full quarter of revenue earned from our bingo solutions reflecting the May 2023 acquisition of certain strategic assets of Video King as compared to only a partial quarter in the prior year. These revenues were primarily reflected in our gaming operations revenues.

FinTech revenues decreased by approximately $2.1 million, or 2%, to approximately $93.5 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to a decrease in unit sales of kiosk and loyalty units reflected in our hardware revenues for the three months ended June 30, 2024, as compared to the same period in the prior year. The decrease was partially offset by an increase of $2.5 million and $0.9 billion in transaction and dollar volumes, respectively, reflected in our financial access services revenues for the three months ended June 30, 2024, as compared to the same period in the prior year. The decrease was further offset by additional revenues from software sales and support related services attributable to our kiosk and compliance solutions reflected in our software and other revenues.

Costs and Expenses

Total costs and expenses increased by approximately $5.7 million, or 4%, to approximately $161.1 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the expenses described below.

Games cost of revenues decreased by approximately $3.4 million, or 12%, to approximately $25.1 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to the reduced variable costs associated with lower unit sales reflected in our gaming equipment and systems cost of revenues. The decrease was partially offset by the additional costs related to our installed base of both leased gaming machines and bingo integrated gaming tablets reflected in our gaming operations cost of revenues.

FinTech cost of revenues decreased by approximately $1.4 million, or 9%, to approximately $13.8 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the reduced variable costs of hardware revenues associated with the lower unit sales of kiosk and loyalty units, in addition to a decrease in variable costs of financial access services from our check warranty offering. The decrease was partially offset by an increase in variable costs related to higher software revenues from our kiosk solutions, together with additional loyalty software and support costs.

Operating expenses increased by approximately $5.0 million, or 8%, to approximately $66.4 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to approximately $5.5 million in incremental accounting, legal, consulting and employee retention expenses related to the Proposed Transaction. In addition, the increase in operating expenses was related to higher payroll and related expenses, and rising expenses for software licensing and hardware maintenance and support in our Games and FinTech segments. The increase in operating expenses was partially offset by a reduction of $2.1 million in non-cash stock-based compensation expense in our Games and FinTech segments.

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Research and development expense increased by approximately $3.3 million, or 20%, to approximately $20.0 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to continued investment in new products in our Games and FinTech segments.

Depreciation expense increased by approximately $0.2 million, or 1%, to approximately $19.7 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily associated with an increase in capital spending in our FinTech segment, partially offset by fully depreciated assets in our installed base of leased machines as a result of the shortening of estimated useful lives on certain units in previous periods related to our Games segment.

Amortization expense increased by approximately $2.0 million, or 14%, to approximately $16.2 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily associated with capitalized software costs from development initiatives in both our Games and FinTech segments.

Primarily as a result of the factors described above, our operating income decreased by $23.2 million, or 44%, for the three months ended June 30, 2024, as compared to the same period in the prior year. The operating income margin was 16% for the three months ended June 30, 2024 compared to an operating income margin of 26% for the same period in the prior year.

Interest expense, net of interest income, decreased by approximately $1.5 million, or 7%, to approximately $18.6 million for the three months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to interest income earned of approximately $3.8 million on our cash balances due to rising interest rates throughout the period. This was partially offset by higher interest rates on our variable debt and our vault cash.

Income tax provision decreased by approximately $3.5 million, or 61%, to approximately $2.3 million for the three months ended June 30, 2024, as compared to the same period in the prior year. The income tax provision for the three months ended June 30, 2024 reflected an effective income tax rate of 19.7%, which was lower than the statutory federal rate of 21.0%, primarily due to a research credit, partially offset by state taxes, a valuation allowance on certain deferred tax assets and the net tax expense from equity award activities. The income tax provision of $5.7 million for the three months ended June 30, 2023 reflected an effective income tax rate of 17.3%, which was lower than the statutory federal rate of 21.0%, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes and compensation deduction limitations.

Primarily as a result of the factors described above, we had net income of approximately $9.2 million for the three months ended June 30, 2024, as compared to net income of approximately $27.4 million for the same period in the prior year.

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Results of Operations

Six months ended June 30, 2024 compared to six months ended June 30, 2023

The following table presents our Results of Operations as reported for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 (amounts in thousands)*:


			Six Months Ended
			June 30, 2024												June 30, 2023												2024 vs 2023
			$						%						$						%						$						%
Revenues
Games revenues
Gaming operations			$	144,558					38		%				$	153,090					37		%				$	(8,532)					(6)		%
Gaming equipment and systems			50,235						13		%				67,416						16		%				(17,181)						(25)		%
Games total revenues			194,793						51		%				220,506						54		%				(25,713)						(12)		%
FinTech revenues
Financial access services			114,952						30		%				111,874						27		%				3,078						3		%
Software and other			50,526						13		%				48,210						12		%				2,316						5		%
Hardware			20,265						5		%				28,599						7		%				(8,334)						(29)		%
FinTech total revenues			185,743						49		%				188,683						46		%				(2,940)						(2)		%
Total revenues			380,536						100		%				409,189						100		%				(28,653)						(7)		%
Costs and expenses
Games cost of revenues(1)
Gaming operations			19,351						5		%				15,194						4		%				4,157						27		%
Gaming equipment and systems			29,326						8		%				40,390						10		%				(11,064)						(27)		%
Games total cost of revenues			48,677						13		%				55,584						14		%				(6,907)						(12)		%
FinTech cost of revenues(1)
Financial access services			5,162						1		%				5,596						1		%				(434)						(8)		%
Software and other			6,617						2		%				3,346						1		%				3,271						98		%
Hardware			14,633						4		%				19,022						5		%				(4,389)						(23)		%
FinTech total cost of revenues			26,412						7		%				27,964						7		%				(1,552)						(6)		%
Operating expenses			139,981						37		%				120,582						29		%				19,399						16		%
Research and development			39,296						10		%				32,733						8		%				6,563						20		%
Depreciation			39,678						10		%				38,471						9		%				1,207						3		%
Amortization			31,679						8		%				28,537						7		%				3,142						11		%
Total costs and expenses			325,723						86		%				303,871						74		%				21,852						7		%
Operating income			54,813						14		%				105,318						26		%				(50,505)						(48)		%
Other expenses
Interest expense, net of interest income			37,437						10		%				38,106						9		%				(669)						(2)		%
Total other expenses			37,437						10		%				38,106						9		%				(669)						(2)		%
Income before income tax			17,376						5		%				67,212						16		%				(49,836)						(74)		%

1.Exclusive of depreciation and amortization.

* Rounding may cause variances.

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			Six Months Ended
			June 30, 2024												June 30, 2023												2024 vs 2023
			$						%						$						%						$						%
Income tax provision			3,649						1		%				11,750						3		%				(8,101)						(69)		%
Net income			$	13,727					4		%				$	55,462					14		%				$	(41,735)					(75)		%

* Rounding may cause variances.

The following table represents select revenue driving metrics for the six months ended June 30, 2024 compared to the six months ended June 30, 2023:


			Six Months Ended
			June 30, 2024						June 30, 2023						2024 vs 2023
			(in millions, except unit amounts and prices)
Revenue driving metrics:

Gaming operations information:(1)
Total installed base at period end			16,614						17,812						(1,198)						(7)		%

Average units installed during period			17,055						17,876						(821)						(5)		%

Daily win per unit			$	34.39					$	37.79					$	(3.40)					(9)		%

Games unit sales information:(2)
Units sold			2,120						3,143						(1,023)						(33)		%
Average sales price			$	20,685					$	20,136					$	549					3		%

Value of financial access transactions:(3)
Funds advanced			$	6,215.5					$	5,973.0					$	242.5					4		%
Funds dispensed			17,740.8						16,289.2						1,451.6						9		%
Check warranty			987.1						946.0						41.1						4		%
Total value processed			$	24,943.4					$	23,208.2					$	1,735.2					7		%

Number of financial access transactions:(3)
Funds advanced			9.1						8.9						0.2						2		%
Funds dispensed			66.9						61.9						5.0						8		%
Check warranty			1.8						1.8						—						—		%
Total transactions completed			77.8						72.6						5.2						7		%

1.Gaming operations revenues are derived from the installed base of leased machines deployed at customer locations and the daily win per unit generated from these devices.

2.Gaming equipment revenues are derived from the units sold and the average sales prices generated from these machines.

3.Financial access services revenues are based on the total dollars and transactions processed.

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Revenues

Total revenues decreased by approximately $28.7 million, or 7%, to approximately $380.5 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the decline in Games revenues described below.

Games revenues decreased by approximately $25.7 million, or 12%, to approximately $194.8 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to a decrease of 1,023 units sold to 2,120 units. The average selling price of $20,685 is an increase of $549 for the six months ended June 30, 2024, as compared to the same period in the prior year and is reflected in our gaming equipment and systems revenues. In addition, gaming operations revenues declined due to the $3.40 reduction in the daily win per unit to $34.39 for the six months ended June 30, 2024, as compared to the same period in the prior year. Our ending installed base of 16,614 leased gaming machines at June 30, 2024 was 1,198 units lower that the 17,812 units at June 30, 2023. The average units installed for the quarter was 17,055 and 17,876 for the six months ended June 30, 2024 and 2023, respectively. The Games total revenue declines were partially offset by the full six months of revenue earned from our bingo solutions reflecting the May 2023 acquisition of certain strategic assets of Video King as compared to only two months in the prior year. These revenues were primarily reflected in our gaming operations revenues.

FinTech revenues decreased by approximately $2.9 million, or 2%, to approximately $185.7 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to a decrease in unit sales of our kiosk and loyalty units reflected in our hardware revenues for the six months ended June 30, 2024, as compared to the same period in the prior year. The decrease was partially offset by an increase of $5.2 million and $1.7 billion in transaction and dollar volumes, respectively, reflected in our financial access services revenues for the six months ended June 30, 2024, as compared to the same period in the prior year. The decrease was further offset by additional revenues from software sales and support related services attributable to our kiosk and compliance solutions reflected in our software and other revenues.

Costs and Expenses

Total costs and expenses increased by approximately $21.9 million, or 7%, to approximately $325.7 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the expenses described below.

Games cost of revenues decreased by approximately $6.9 million, or 12%, to approximately $48.7 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to the reduced variable costs associated with lower unit sales reflected in our gaming equipment and systems cost of revenues. The decrease was partially offset by the additional costs related to our installed base of both leased gaming machines and bingo integrated gaming tablets reflected in our gaming operations cost of revenues.

FinTech cost of revenues decreased by approximately $1.6 million, or 6%, to approximately $26.4 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to the reduced variable costs of hardware revenues associated with the lower unit sales of kiosk and loyalty units, in addition to a decrease in variable costs of financial access services from our check warranty offering. The decrease was partially offset by an increase in variable costs related to higher software revenues from our kiosk solutions, together with additional loyalty software and support costs.

Operating expenses increased by approximately $19.4 million, or 16%, to approximately $140.0 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to approximately $21.2 million in incremental accounting, legal, consulting and employee retention expenses related to the Proposed Transaction. In addition, the increase in operating expenses was related to higher payroll and related expenses, and rising expenses for software licensing and hardware maintenance and support for our Games and FinTech segments. The increase in operating expenses was partially offset by a reduction of $5.0 million in non-cash stock-based compensation expense in our Games and FinTech segments.

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Research and development expense increased by approximately $6.6 million, or 20%, to approximately $39.3 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This change was primarily due to our continued investment in new products in our Games and FinTech segments.

Depreciation expense increased by approximately $1.2 million, or 3%, to approximately $39.7 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily associated with an increase in capital spending in our FinTech segment, together with the shortening of estimated useful lives on certain units related to our Games segment.

Amortization expense increased by approximately $3.1 million, or 11%, to approximately $31.7 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily associated with capitalized software costs from development initiatives in both our Games and FinTech segments.

Primarily as a result of the factors described above, our operating income decreased by $50.5 million, or 48%, for the six months ended June 30, 2024, as compared to the same period in the prior year. The operating income margin was 14% for the six months ended June 30, 2024 compared to an operating income margin of 26% for the same period in the prior year.

Interest expense, net of interest income, decreased by approximately $0.7 million, or 2%, to approximately $37.4 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to interest income earned of approximately $7.5 million on our cash balances due to rising interest rates throughout the period. This was partially offset by higher interest rates on our variable debt and our vault cash.

Income tax provision decreased by approximately $8.1 million, or 69%, to approximately $3.6 million for the six months ended June 30, 2024, as compared to the same period in the prior year. The income tax provision for the six months ended June 30, 2024 reflected an effective income tax rate of 21%, which was consistent with the statutory federal rate of 21.0%, primarily due to a research credit, offset by state taxes, a valuation allowance on certain deferred tax assets and the net tax expense from equity award activities. The income tax provision of $11.8 million for the six months ended June 30, 2023 reflected an effective income tax rate of 17.5%, which was lower than the statutory federal rate of 21.0%, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes and compensation deduction limitations.

Primarily as a result of the factors described above, we had net income of approximately $13.7 million for the six months ended June 30, 2024, as compared to net income of approximately $55.5 million for the same period in the prior year.

Critical Accounting Estimates

The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our Financial Statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

There were no material changes to our critical accounting estimates as compared to those disclosed in our most recently filed Annual Report.

Recent Accounting Guidance

For a description of our recently adopted accounting guidance and recent accounting guidance not yet adopted, see the section entitled “Recent Accounting Guidance” in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

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Liquidity and Capital Resources

Overview

The following table presents an unaudited reconciliation of cash and cash equivalents per GAAP to net cash position and net cash available (in thousands):


			At June 30,						At December 31
			2024						2023
Balance sheet data
Total assets			$	2,084,208					$	2,123,870
Total borrowings			$	969,700					$	974,465
Total stockholders’ equity			$	245,590					$	226,142
Cash available
Cash and cash equivalents			$	229,369					$	267,215
Settlement receivables			410,810						441,852
Settlement liabilities			(614,983)						(662,967)
Net cash position(1)			25,196						46,100
Undrawn revolving credit facility			125,000						125,000
Net cash available(1)			$	150,196					$	171,100

1.Non-GAAP financial measure. In order to enhance investor understanding of our cash balance, we are providing in this Quarterly Report on Form 10-Q our net cash position and net cash available, which are not measures of financial position under GAAP. Accordingly, these measures should not be considered in isolation or as a substitute for GAAP measures, and should be read in conjunction with our balance sheets prepared in accordance with GAAP. Our net cash position is cash and cash equivalents plus settlement receivables less settlement liabilities; and our net cash available is net cash position plus undrawn amounts available under our revolving credit facility. Our net cash position and net cash available change substantially based upon the timing of our receipt of funds for settlement receivables and payments we make to customers for our settlement liabilities. We present these non-GAAP measures as we monitor these amounts in connection with forecasting of cash flows and future cash requirements, both on a short-term and long-term basis.

Cash Resources

As of June 30, 2024, our cash balance, cash flows, and line of credit are expected to be sufficient to meet our recurring operating commitments and to fund our planned capital expenditures on both a short- and long-term basis. Cash and cash equivalents included cash in non-U.S. jurisdictions of approximately $20.2 million as of June 30, 2024. Generally, these funds are available for operating and investment purposes within the jurisdiction in which they reside, and we may from time to time consider repatriating these foreign funds to the United States, subject to potential withholding tax obligations, based on operating requirements.

We expect that cash provided by operating activities will also be sufficient for our operating and debt servicing needs during the foreseeable future on both a short- and long-term basis. In addition, we have sufficient borrowings available under our senior secured revolving credit facility to meet further funding requirements. Based upon available information, we believe our lenders should be able to honor their commitments under the Credit Agreement (defined in “Note 11 — Long-term Debt” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q).

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Sources and Uses of Cash

The following table presents a summary of our cash flow activity (in thousands):


			Six Months Ended June 30,												$ Change
			2024						2023						2024 vs 2023
Cash flow activities
Net cash provided by operating activities			$	65,935					$	96,200					$	(30,265)
Net cash used in investing activities			(92,779)						(119,085)						26,306
Net cash used in financing activities			(8,252)						(57,368)						49,116
Effect of exchange rates on cash and cash equivalents			(768)						382						(1,150)
Cash, cash equivalents and restricted cash
Net decrease for the period			(35,864)						(79,871)						44,007
Balance, beginning of the period			272,506						295,063						(22,557)
Balance, end of the period			$	236,642					$	215,192					$	21,450

Cash flows provided by operating activities decreased by approximately $30.3 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily due to changes in operating assets and liabilities, mostly associated with settlement activities from our FinTech segment. These receivables and liabilities are generally highly liquid in nature, with settlement receivables collected within one to three days of the financial access transaction performed by the patron and settlement liabilities repaid to our casino customers within three to five days of the original transaction date. As a result of the timing of weekends and holidays in relation to the close of an accounting period, the amount of uncollected settlement receivables and unpaid settlement liabilities can vary greatly. In addition, the changes in other operating assets and liabilities were related to cash receipts and disbursements in the normal course of business in both the Games and FinTech segments.

Cash flows used in investing activities decreased by approximately $26.3 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily attributable to the acquisition activities in the prior year period, partially offset by an increase in capital expenditures from our Games segment in the current year.

Cash flows used in financing activities decreased by approximately $49.1 million for the six months ended June 30, 2024, as compared to the same period in the prior year. This was primarily related to share repurchase activities in the prior year period.

Long-Term Debt

Our $125 million senior secured revolving credit facility (the “Revolver”) remained fully undrawn and we had an outstanding balance on the $600 million senior secured term loan (the “Term Loan”) of $580.5 million as of June 30, 2024.

For additional information regarding our credit agreement and other debt as well as interest rate risk refer to Part I, Item 3: Quantitative and Qualitative Disclosures About Market Risk and “Note 11 — Long-Term Debt” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

Contractual Obligations

There were no material changes to our commitments under contractual obligations as compared to those disclosed in our Annual Report, other than a decrease to certain purchase obligations of approximately $18.1 million from those disclosed in our Annual Report and obligations discussed in “Note 4 — Leases,” “Note 5 — Business Combinations,” and “Note 11 — Long-Term Debt” in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q. We expect that cash provided by operating activities will be sufficient to meet such obligations during the foreseeable future.

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We are involved in various legal proceedings in the ordinary course of our business. While we believe resolution of the claims brought against us, both individually and in aggregate, will not have a material adverse impact on our financial condition or results of operations, litigation of this nature is inherently unpredictable. Our views on these legal proceedings, including those described in “Note 12 — Commitments and Contingencies” in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q may change in the future. We intend to defend against these actions, and ultimately believe that we should prevail.

Off-Balance Sheet Arrangements

In the normal course of business, we have commercial arrangements with third-party vendors to provide cash for certain of our ATMs. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. These usage fees, reflected as interest expense within the Statements of Operations, were approximately $4.8 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $5.9 million and $10.2 million for the three and six months ended June 30, 2023, respectively. The usage fees increased in the current reporting period as compared to the same period in the prior year as a result of elevated funds dispensing volumes at our customer locations and higher interest rates as a result of macro-economic conditions. We are exposed to interest rate risk to the extent that the applicable federal funds rate increases.

Under these agreements, the currency supplied by third-party vendors remains their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected on our Balance Sheets.

Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash up to $450 million with the ability to increase the amount permitted by the vault cash provider. The term of the agreement expires on December 1, 2026 and will automatically renew for additional one-year periods unless either party provides a ninety-day written notice of its intent not to renew. The outstanding balances of funds provided in connection with the agreement were approximately $333.0 million and $388.5 million as of June 30, 2024 and December 31, 2023, respectively.

We are responsible for any losses of cash in the fund dispensing devices under this agreement, and we self-insure for this risk. We incurred no material losses related to this self-insurance for the three and six months ended June 30, 2024 and 2023, respectively.

Effects of Inflation

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes in our reported market risks or risk management policies since the filing of our Annual Report.

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 condition. At present, we do not hedge this exposure; however, we continue to evaluate such foreign currency exchange risk.

In the normal course of business, we have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. Under the terms of these agreements, we pay a monthly fund usage fee that is generally based upon the target federal funds rate. We are, therefore, exposed to interest rate risk to the

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extent that the target federal funds rate increases. The outstanding balance of funds provided by our primary third-party vendor was approximately $333.0 million as of June 30, 2024; therefore, each 100 basis points increase in the target federal funds rate would have approximately a $3.3 million impact on income before tax over a 12-month period.

The senior secured term loan and senior secured revolving credit facility (“Credit Facilities”) bear interest at rates that can vary over time. We have the option of paying interest on the outstanding amounts under the Credit Facilities using a base rate or a benchmark rate, the secured overnight financing rate (“SOFR”). We have historically elected to pay interest based on the benchmark rate, and we expect to continue to do so for various maturities.

The weighted average interest rate on the Term Loan, which includes a 50 basis point floor, was 7.94% for the three and six months ended June 30, 2024. Based upon the outstanding balance of the Term Loan of $580.5 million as of June 30, 2024, each 100 basis points increase in the applicable SOFR would have a combined impact of approximately $5.8 million on interest expense over a 12-month period.

The interest rate is fixed at 5.00% for our senior unsecured notes due 2029; therefore, changing interest rates have no impact on the related interest expense.

At present, we do not hedge the risk related to the changes in the interest rate; however, we continue to evaluate such interest rate exposure.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the principal executive officer and the principal financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024 such that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting during the Quarter Ended June 30, 2024

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

A discussion of our legal proceedings is contained in “Note 12 — Commitments and Contingencies” in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

We refer you to documents filed by us with the SEC; specifically, “Item 1A. Risk Factors” in our most recently filed Annual Report and “Risk Factors” in our Quarterly Report on Form 10-Q filed on May 8, 2024, which identify material factors that make an investment in us speculative or risky and could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Information Regarding Forward-Looking Statements” in “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of this Quarterly Report on Form 10-Q. This Quarterly Report, including the accompanying Financial Statements, should be read in conjunction with such risks and other factors for a full understanding of our operations and financial condition. The risks described in our Annual Report and Quarterly Report on Form 10-Q filed on May 8, 2024 are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition or operating results. The risk factors included in our Annual Report have not materially changed, except as reflected in the following new risk factors:

The announcement and pendency of the New Proposed Transaction could adversely impact our business, financial condition, and results of operations.

On July 26, 2024, we entered into definitive agreements with IGT, Spinco, Buyer, and Buyer Sub, whereby we and IGT Gaming are expected to be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo, in an all-cash transaction (the “New Proposed Transaction”). Uncertainty about the effect of the New Proposed Transaction on our employees, customers, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the New Proposed Transaction is completed. These risks to our business in connection with the New Proposed Transaction include the following, all of which could be exacerbated by a delay in the consummation of the New Proposed Transaction:

•the diversion of significant management time and resources from our ongoing business and operations as a result of the devotion of management’s attention to the New Proposed Transaction;

•the impairment of our ability to retain, hire, and motivate our employees, including key personnel;

•operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operational relationships following the announcement of the New Proposed Transaction);

•delays or deferments of certain business decisions by our customers, suppliers, and other business partners;

•the inability to pursue alternative business opportunities or make appropriate changes to our business because, subject to certain exceptions, the merger agreement in connection with the New Proposed Transaction (the “Merger Agreement”) requires us to use reasonable best efforts to conduct our business and operations in all material respects in the ordinary course of business consistent with past practice and to preserve intact in all material respects the material components of our business organization and to maintain satisfactory relations with key customers, key suppliers, material licensors, and governmental authorities with whom we and our subsidiaries have significant business relationships or regulatory relationships, to use commercially reasonable efforts to maintain satisfactory relations with all other customers, suppliers, and licensors, and to not engage in certain material transactions prior to the completion of the New Proposed Transaction;

44

•the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, which in certain circumstances may require us to pay a termination fee;

•litigation matters relating to the New Proposed Transaction, including the nature, costs, and outcome of any litigation and other legal proceedings related to the New Proposed Transaction;

•the incurrence of significant costs, fees, and expenses for professional services and other transaction costs in connection with the New Proposed Transaction; and

•potential negative reactions from the financial markets.

In addition, any acquisition, merger, disposition, strategic investment, or similar activity may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, and otherwise adversely impact our business, financial condition, and results of operations. We may not achieve any or all of the anticipated financial results, cost synergies, or other benefits expected in connection with any such transaction, or strengthen our competitive position, or achieve other anticipated goals in a timely manner, or at all. Further, such transactions may be viewed negatively by our current or potential customers, financial markets, or investors.

The completion of the New Proposed Transaction is subject to the satisfaction or waiver of certain closing conditions by us, IGT, Buyer and Buyer Sub, including stockholder approval and certain regulatory conditions, and the failure to consummate the New Proposed Transaction within the expected timeframe or at all could adversely impact our business, financial condition, and results of operations.

Our respective obligations, on the one hand, and those of the Buyer Parties, on the other hand, to effect the proposed acquisition, and of IGT, on the one hand, and the Buyer Parties, on the other hand, to effect the Equity Sale, are subject to the satisfaction or waiver of various and customary closing conditions, including (but not limited to): (i) the accuracy of the representations and warranties contained in the Merger Agreement, subject to certain customary materiality qualifications, as of the date of the Merger Agreement and as of the closing of the New Proposed Transaction, and compliance in all material respects with the covenants and obligations contained in the Merger Agreement; (ii) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon (the “Stockholder Approval”); (iii) (a) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) the receipt and effectiveness of certain governmental approvals required under antitrust laws, foreign investment laws, and financial services laws (or the termination or expiration of any applicable waiting period thereunder), and gaming approvals from certain gaming authorities; and (iv) the absence of any order, writ, judgment, injunction, or decree that prevents, makes illegal, or prohibits the closing of the New Proposed Transaction.

We can provide no assurance that the closing conditions will be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the New Proposed Transaction. Many of the conditions to completion of the New Proposed Transaction are not within our control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable).

The New Proposed Transaction is complex in nature, and unanticipated developments, including, among other things, changes in law, the macroeconomic environment, market conditions, regulatory or geopolitical conditions, or natural disasters, may affect our, IGT’s, or the Buyer Parties’ ability to close the New Proposed Transaction as currently expected and within the anticipated time frame or at all. Additionally, the Merger Agreement includes certain termination rights for each of us, IGT, and the Buyer Parties, subject, in certain circumstances, to our payment to IGT and Buyer of a termination fee in an aggregate amount of $65 million in cash upon termination of the Merger Agreement under specified circumstances. If we are required to make this payment, doing so may materially adversely affect our business, financial condition, and results of operations.

Any changes to the New Proposed Transaction or delay in closing the New Proposed Transaction could cause us, IGT, or the Buyer Parties not to realize some or all of the expected benefits or to realize them on a different

45

timeline than expected. In addition, the terms and conditions of the required regulatory authorizations and consents that are granted, if any, may impose requirements, limitations, or costs, or materially delay the closing of the New Proposed Transaction. Additionally, there may be a significant or longer than expected time period between the Stockholder Approval and the closing of the New Proposed Transaction, due to the timing of required regulatory approvals, satisfaction of other closing conditions, or other factors, including those described in this “Item 1A. Risk Factors” section. As a result, even if the requisite Stockholder Approval is obtained, the circumstances at the time of the closing may vary, including to a significant degree, from those at the time the Stockholder Approval was obtained, including, without limitation, with respect to our stock price or business and financial performance, developments in the industry in which we operate, external factors such as macroeconomic, regulatory, geopolitical, and market developments, or other factors not currently anticipated. However, pursuant to the Merger Agreement, the closing will nonetheless occur upon the satisfaction or waiver of the required closing conditions as set forth in the Merger Agreement, irrespective of any change in circumstances between the time the requisite Stockholder Approval is obtained (if obtained) and the closing of the New Proposed Transaction, unless otherwise provided for in the Merger Agreement. If the closing of the New Proposed Transaction is delayed or does not occur, this could result in a material adverse effect on our financial condition, results of operations, ability to pursue alternative transactions, and reputation.

There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by any other party to the Merger Agreement, or that we will wholly or partially recover for any damages incurred by us in connection with the New Proposed Transaction. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the New Proposed Transaction, including any adverse changes in our relationships with our customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties, could continue or accelerate in the event of a failed transaction or the perception that the transaction may be delayed or may not close. In addition, if the New Proposed Transaction is not consummated, the share price of our common stock may likely decline, including below the $14.25 per share price of the New Proposed Transaction. Further, if the New Proposed Transaction is consummated, as our stockholders will receive cash in exchange for their shares, our stockholders will not be able to share in any potential upside of our common stock after the closing.

We have incurred, and will continue to incur, significant costs, expenses, and fees and other transaction costs in connection with the Proposed Transaction and the New Proposed Transaction, for which we will have received little or no benefit if the New Proposed Transaction is not completed. Fees and costs will be payable by us even if the New Proposed Transaction is not completed and may relate to activities that we would not have undertaken except in connection with the New Proposed Transaction.

The Merger Agreement contains provisions that limit our ability to pursue an alternative transaction, which may discourage a potential third party from making a favorable alternative transaction proposal, as well as certain limited termination provisions.

The Merger Agreement contains provisions that make it more difficult for us to seek an alternative transaction. Under these provisions, we have agreed not to, and to cause our subsidiaries (and to use reasonable best effort to cause our and their respective representatives) not to, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of, furnish any information regarding us or our subsidiaries to any person in connection with or in response to, engage in discussions or negotiations with any person relating to (other than to state that they are not currently permitted to have discussions), or approve, endorse or recommend, any Acquisition Proposal or any Acquisition Inquiry (each as defined in the Merger Agreement) with respect to us, nor enter into any letter of intent or similar contract contemplating or relating to any Acquisition Transaction (as defined in the Merger Agreement) or any Acquisition Inquiry with respect to us (excluding certain permitted confidentiality agreements) (the “No Shop Provision”).

Notwithstanding the foregoing, if prior to obtaining the Stockholder Approval, we receive a written Acquisition Proposal that did not result from a material breach of the No Shop Provision, and our board of directors determines in good faith (a) after consultation with our financial advisor that such Acquisition Proposal is or would reasonably be expected to lead to a Merger Partner Superior Proposal (as defined in the Merger Agreement) and

46

(b) after consultation with our outside legal counsel that the failure to take the following actions would reasonably be expected to be inconsistent with the fiduciary duties of our board of directors under applicable law, then we may furnish information regarding us or our subsidiaries, or enter into discussions and negotiations with the person making such Acquisition Proposal and its representatives, in each case subject to complying with specified notice requirements and other conditions as set forth in the Merger Agreement.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring or combining with all or a significant portion of our business or pursuing an alternative transaction with us from considering or proposing such a transaction.

Notwithstanding anything to the contrary in the Merger Agreement, prior to obtaining the Stockholder Approval, our board of directors may, in certain limited circumstances, cause us to terminate the Merger Agreement to simultaneously enter into a definitive agreement to effect a Merger Partner Superior Proposal that did not result from a material breach of the No Shop Provision after compliance with specified notice requirements and other conditions as set forth in the Merger Agreement. In this and other specified circumstances, we would be required to pay to IGT and Buyer a termination fee in an aggregate amount of $65 million in cash upon termination of the Merger Agreement.

In addition, we may terminate the Merger Agreement under certain circumstances, including if the New Proposed Transaction is not consummated by July 26, 2025 (the “Outside Date”), provided that the Outside Date may be extended under certain circumstances as specified in the Merger Agreement, including with respect to the timing of regulatory approvals and the Marketing Period (as defined in the Merger Agreement). However, the termination right will not be available to us if the failure to consummate the New Proposed Transaction by such date is primarily attributable to our failure to perform any covenant or obligation in the Merger Agreement that we are required to perform. If we terminate the Merger Agreement, this could result in a material adverse impact on our results of operations, and if the Merger Agreement is terminated and we seek another business combination transaction, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the New Proposed Transaction.

We will incur significant costs related to the New Proposed Transaction that could have a material adverse effect on our liquidity, cash flows, and operating results.

We expect to incur significant costs in connection with the New Proposed Transaction, including transaction costs, legal and regulatory fees, and other costs that our management team believes are necessary to effect or realize the anticipated benefits from the New Proposed Transaction. The incurrence of these costs could have a material adverse effect on our financial condition and results of operations, including in the periods in which they are incurred.

The Merger Agreement contains our specified termination rights, including, among other things, that prior to obtaining the Stockholder Approval, our board of directors may, in certain limited circumstances, cause us to terminate the Merger Agreement to simultaneously enter into a definitive agreement to effect a Merger Partner Superior Proposal. In this and other specified circumstances, we would be required to pay to IGT and Buyer a termination fee in an aggregate amount of $65 million in cash upon termination of the Merger Agreement. The incurrence of such fee may have a material adverse effect on our liquidity, cash flows, and operating results in the period in which it is incurred.

The consideration to be paid by Buyer to our stockholders will not be adjusted in the event the value of our business or assets changes before the New Proposed Transaction closes.

The consideration to be paid by Buyer to our stockholders will not be adjusted in the event the value of our business or assets changes, including as a result of the regulatory process. If the value of our business or assets changes after our stockholders approve the adoption of the Merger Agreement, the trading price of shares of our common stock may be less than or greater than our stockholders had anticipated when they considered the adoption of the Merger Agreement. Pursuant to the Merger Agreement, we will not be permitted to terminate the Merger Agreement solely because of changes in the trading price of shares of our common stock.

47

The trading price of our shares of common stock may fluctuate as a result of the New Proposed Transaction.

There can be no assurance that the trading price of our shares of common stock will not fluctuate prior to the closing of the New Proposed Transaction. The trading price may increase or decrease (including above or below the $14.25 per share consideration to be paid by Buyer) due to, among other things, uncertainty of the closing of the New Proposed Transaction or uncertainty as to the impact to our business during the pendency of the New Proposed Transaction. Our stockholders will not be able to share in any potential upside that an indirect parent of Buyer will have by virtue of its ownership of IGT Gaming following the Equity Sale and us following the proposed acquisition.

Lawsuits may be filed against us or our board of directors challenging the transactions contemplated by the Merger Agreement or the New Proposed Transaction, which could prevent or delay the completion of the New Proposed Transaction or result in the payment of damages.

Litigation relating to Merger Agreement or the New Proposed Transaction may be filed against us or our board of directors. Among other remedies, claimants could seek damages and/or to enjoin the transactions contemplated by the Merger Agreement or the New Proposed Transaction. An adverse ruling in any such lawsuit may delay or prevent the transactions contemplated by the New Proposed Transaction from being completed. Any such actions may create uncertainty relating to the New Proposed Transaction and may be costly and distracting to our management.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) None.

(b) Not applicable.

(c) There were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted, modified or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company during the three months ended June 30, 2024.

48

Item 6. Exhibits


Exhibit Number						Description


2.1+#						Agreement and Plan of Merger, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., Voyager Parent, LLC, and Voyager Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26,2024).

3.1						Amended and Restated Certificate of Incorporation of Everi Holdings (incorporated by reference to Exhibit 3.1 of Amendment No. 1 of Everi Holdings Inc.’s Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on May 26, 2005).

3.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of Everi Holdings Inc. (incorporated by reference to Exhibit 3.1 of Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on April 30, 2009).

3.3						Certificate of Amendment of Amended and Restated Certificate of Incorporation of Everi Holdings Inc. (incorporated by reference to Exhibit 3.1 of Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on August 14, 2015).

3.4						Second Amended and Restated Bylaws of Everi Holdings Inc. (effective as of August 24, 2015) (incorporated by reference to Exhibit 3.2 of Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on August 14, 2015).

10.1†						Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan dated May 22, 2024 (incorporated by reference to Exhibit 10.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2024).

10.2+#						Separation and Sale Agreement, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., and Voyager Parent, LLC. (incorporated by reference to Exhibit 10.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26, 2024).

10.3+#						Support Agreement, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., De Agostini S.p.A., and Voyager Parent, LLC. (incorporated by reference to Exhibit 10.2 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26, 2024).

*31.1						Certification of Randy L. Taylor, Chief Executive Officer of Everi Holdings in accordance with Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2						Certification of Mark F. Labay, Chief Financial Officer of Everi Holdings in accordance with Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

**32.1						Certification of the Chief Executive Officer and Chief Financial Officer of Everi Holdings in accordance with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS						XBRL Instance Document - – this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH						XBRL Taxonomy Extension Schema Document.

*101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.

*101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.

49


Exhibit Number						Description

*101.LAB						XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.

*104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included as Exhibit 101).


*			Filed herewith.
**			Furnished herewith.
†			Management contracts or compensatory plans or arrangements.
#			Certain information was redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
+			Schedules (or similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis up on request.

50

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.


August 7, 2024									EVERI HOLDINGS INC.
(Date)									(Registrant)

						By:			/s/ Todd A. Valli
									Todd A. Valli
									Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer
									(For the Registrant and as Principal Accounting Officer)

51

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Randy L. Taylor, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q of Everi Holdings Inc.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			a)			all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


			b)			any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 7, 2024			By:			/s/ Randy L. Taylor
						Randy L. Taylor
						President and Chief Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark F. Labay, certify that:


1.			I have reviewed this Quarterly Report on Form 10-Q of Everi Holdings Inc.;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			c)			Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			d)			Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.			The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


			a)			all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


			b)			any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 7, 2024			By:			/s/ Mark F. Labay
						Mark F. Labay
						Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

EVERI HOLDINGS INC.

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Everi Holdings Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2024 filed with the Securities and Exchange Commission (the “Report”), Randy L. Taylor, Chief Executive Officer of the Company, and Mark F. Labay, Executive Vice President and Chief Financial Officer of the Company, each hereby certifies as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of his knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Dated:

August 7, 2024

By:

/s/ Randy L. Taylor

Randy L. Taylor

President and Chief Executive Officer

Dated:

August 7, 2024

By:

/s/ Mark F. Labay

Mark F. Labay

Executive Vice President and Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 02, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-32622
Entity Registrant Name	EVERI HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0723270
Entity Address, Address Line One	7250 S. Tenaya Way
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89113
City Area Code	800
Local Phone Number	833-7110
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	EVRI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		85,323,580
Entity Central Index Key	0001318568
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

$ 191,190

$ 208,717

$ 380,536

$ 409,189

Costs and expenses

Operating expenses

66,367

61,390

139,981

120,582

Research and development

19,986

16,637

39,296

32,733

19,727

19,522

39,678

38,471

16,170

14,173

31,679

28,537

Total costs and expenses

161,129

155,445

325,723

303,871

Operating income

30,061

53,272

54,813

105,318

Other expenses

Interest expense, net of interest income

18,637

20,136

37,437

38,106

Total other expenses

18,637

20,136

37,437

38,106

Income before income tax

11,424

33,136

17,376

67,212

Income tax provision

2,251

5,740

3,649

11,750

9,173

27,396

13,727

55,462

Foreign currency translation gain (loss)

677

118

(1,016)

(68)

Comprehensive income

$ 9,850

$ 27,514

$ 12,711

$ 55,394

Earnings per share

Basic (in dollars per share)

$ 0.11

$ 0.31

$ 0.16

$ 0.62

Diluted (in dollars per share)

$ 0.11

$ 0.29

$ 0.16

$ 0.59

Weighted average common shares outstanding

Basic (in shares)

84,515

88,213

84,146

88,866

Diluted (in shares)

87,130

93,472

87,208

94,708

$ 97,671

$ 113,132

$ 194,793

$ 220,506

Costs and expenses

Total cost of revenues

^[1]

25,102

28,529

48,677

55,584

Operating expenses

24,617

20,896

57,969

41,768

Research and development

12,683

11,172

24,474

21,825

17,002

17,265

34,301

33,504

11,882

10,875

23,294

21,151

Total costs and expenses

91,286

88,737

188,715

173,832

Operating income

6,385

24,395

6,078

46,674

Games | Gaming operations

71,936

77,781

144,558

153,090

Costs and expenses

Total cost of revenues

^[1]

9,836

8,388

19,351

15,194

Games | Gaming equipment and systems

25,735

35,351

50,235

67,416

Costs and expenses

Total cost of revenues

^[1]

15,266

20,141

29,326

40,390

93,519

95,585

185,743

188,683

Costs and expenses

Total cost of revenues

^[1]

13,777

15,194

26,412

27,964

Operating expenses

41,750

40,494

82,012

78,814

Research and development

7,303

5,465

14,822

10,908

2,725

2,257

5,377

4,967

4,288

3,298

8,385

7,386

Total costs and expenses

69,843

66,708

137,008

130,039

Operating income

23,676

28,877

48,735

58,644

FinTech | Financial access services

57,533

55,660

114,952

111,874

Costs and expenses

Total cost of revenues

^[1]

2,465

2,697

5,162

5,596

FinTech | Software and other

24,750

23,995

50,526

48,210

Costs and expenses

Total cost of revenues

^[1]

3,485

1,923

6,617

3,346

FinTech | Hardware

11,236

15,930

20,265

28,599

Costs and expenses

Total cost of revenues

^[1]

$ 7,827

$ 10,574

$ 14,633

$ 19,022

[1]	Exclusive of depreciation and amortization.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 229,369	$ 267,215
Settlement receivables	410,810	441,852
Trade and other receivables, net of allowances for credit losses of $5,161 and $5,210 at June 30, 2024 and December 31, 2023, respectively	104,827	107,933
Inventory	81,448	70,624
Prepaid expenses and other current assets	49,198	43,906
Total current assets	875,652	931,530
Non-current assets
Property and equipment, net	173,154	152,704
Goodwill	737,472	737,804
Other intangible assets, net	224,744	234,138
Other receivables	34,996	29,015
Deferred tax assets, net	593	598
Other assets	37,597	38,081
Total non-current assets	1,208,556	1,192,340
Total assets	2,084,208	2,123,870
Current liabilities
Settlement liabilities	614,983	662,967
Accounts payable and accrued expenses	215,809	215,530
Current portion of long-term debt	3,000	6,000
Total current liabilities	833,792	884,497
Non-current liabilities
Deferred tax liabilities, net	9,288	13,762
Long-term debt, less current portion	966,700	968,465
Other accrued expenses and liabilities	28,838	31,004
Total non-current liabilities	1,004,826	1,013,231
Total liabilities	1,838,618	1,897,728
Commitments and contingencies (Note 12)
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and no shares outstanding at June 30, 2024 and December 31, 2023, respectively	0	0
Common stock, $0.001 par value, 500,000 shares authorized and 124,578 and 85,127 shares issued and outstanding at June 30, 2024, respectively, and 123,179 and 83,738 shares issued and outstanding at December 31, 2023, respectively	125	123
Additional paid-in capital	567,777	560,945
Retained earnings	76,458	62,731
Accumulated other comprehensive loss	(4,483)	(3,467)
Treasury stock, at cost, 39,451 and 39,441 shares at June 30, 2024 and December 31, 2023, respectively	(394,287)	(394,190)
Total stockholders’ equity	245,590	226,142
Total liabilities and stockholders’ equity	$ 2,084,208	$ 2,123,870

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Allowances for doubtful accounts	$ 5,161	$ 5,210
Stockholders’ equity
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible preferred stock authorized (in shares)	50,000,000	50,000,000
Convertible preferred stock outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	124,578,000	123,179,000
Common stock outstanding (in shares)	85,127,000	83,738,000
Treasury stock (in shares)	39,451,000	39,441,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net income	$ 13,727	$ 55,462
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	39,678	38,471
Amortization	31,679	28,537
Non-cash lease expense	2,992	2,725
Amortization of financing costs and discounts	1,427	1,427
Loss on sale or disposal of assets	420	350
Accretion of contract rights	4,670	4,670
Provision for credit losses	5,499	5,591
Deferred income taxes	(4,444)	6,065
Reserve for inventory obsolescence	772	867
Stock-based compensation	4,626	9,653
Adjustment to deferred acquisition consideration	(161)	0
Changes in operating assets and liabilities:
Settlement receivables	30,903	180,816
Trade and other receivables	(8,139)	(898)
Inventory	(8,893)	(13,962)
Prepaid expenses and other assets	(5,216)	(656)
Settlement liabilities	(47,837)	(202,811)
Accounts payable and accrued expenses	4,232	(20,107)
Net cash provided by operating activities	65,935	96,200
Cash flows from investing activities
Capital expenditures	(92,883)	(60,035)
Acquisitions, net of cash acquired	0	(59,151)
Proceeds from sale of property and equipment	104	101
Net cash used in investing activities	(92,779)	(119,085)
Cash flows from financing activities
Repayments of term loan	(6,000)	(6,000)
Proceeds from exercise of stock options	2,207	7,115
Treasury stock - equity award activities, net of shares withheld	(96)	(8,071)
Treasury stock - repurchase of shares	0	(40,000)
Payment of deferred acquisition consideration	(4,363)	(10,412)
Net cash used in financing activities	(8,252)	(57,368)
Effect of exchange rates on cash and cash equivalents	(768)	382
Cash, cash equivalents and restricted cash
Net decrease for the period	(35,864)	(79,871)
Balance, beginning of the period	272,506	295,063
Balance, end of the period	236,642	215,192
Supplemental cash disclosures
Cash paid for interest	44,371	42,474
Cash received for interest	7,557	5,928
Cash paid for income tax, net	11,376	4,231
Supplemental non-cash disclosures
Accrued and unpaid capital expenditures	2,090	1,880
Transfer of leased gaming equipment to inventory	$ 2,703	$ 3,636

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings/Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock
Balance, beginning of period (in shares) at Dec. 31, 2022		119,390
Balance, beginning of period at Dec. 31, 2022	$ 217,641	$ 119	$ 527,465	$ (21,266)	$ (4,197)	$ (284,480)
Increase (Decrease) in Stockholders' Equity
Net income	28,066			28,066
Foreign currency translation	(186)				(186)
Stock-based compensation expense	4,825		4,825
Exercise of options (in shares)		702
Exercise of options	5,234	$ 1	5,233
Restricted share vesting and withholding (in shares)		53
Restricted stock vesting, net of shares withheld	(333)					(333)
Balance, end of period (in shares) at Mar. 31, 2023		120,145
Balance, end of period at Mar. 31, 2023	255,247	$ 120	537,523	6,800	(4,383)	(284,813)
Balance, beginning of period (in shares) at Dec. 31, 2022		119,390
Balance, beginning of period at Dec. 31, 2022	217,641	$ 119	527,465	(21,266)	(4,197)	(284,480)
Increase (Decrease) in Stockholders' Equity
Net income	55,462
Balance, end of period (in shares) at Jun. 30, 2023		122,295
Balance, end of period at Jun. 30, 2023	242,183	$ 122	544,704	34,196	(4,265)	(332,574)
Balance, beginning of period (in shares) at Mar. 31, 2023		120,145
Balance, beginning of period at Mar. 31, 2023	255,247	$ 120	537,523	6,800	(4,383)	(284,813)
Increase (Decrease) in Stockholders' Equity
Net income	27,396			27,396
Foreign currency translation	118				118
Stock-based compensation expense	4,828		4,828
Exercise of options (in shares)		494
Exercise of options	2,353	$ 0	2,353
Restricted share vesting and withholding (in shares)		1,656
Restricted stock vesting, net of shares withheld	(7,736)	$ 2				(7,738)
Repurchase of shares	(40,023)					(40,023)
Balance, end of period (in shares) at Jun. 30, 2023		122,295
Balance, end of period at Jun. 30, 2023	$ 242,183	$ 122	544,704	34,196	(4,265)	(332,574)
Balance, beginning of period (in shares) at Dec. 31, 2023	83,738	123,179
Balance, beginning of period at Dec. 31, 2023	$ 226,142	$ 123	560,945	62,731	(3,467)	(394,190)
Increase (Decrease) in Stockholders' Equity
Net income	4,554			4,554
Foreign currency translation	(1,693)				(1,693)
Stock-based compensation expense	1,942		1,942
Exercise of options (in shares)		81
Exercise of options	447		447
Restricted share vesting and withholding (in shares)		27
Restricted stock vesting, net of shares withheld	(97)					(97)
Balance, end of period (in shares) at Mar. 31, 2024		123,287
Balance, end of period at Mar. 31, 2024	$ 231,295	$ 123	563,334	67,285	(5,160)	(394,287)
Balance, beginning of period (in shares) at Dec. 31, 2023	83,738	123,179
Balance, beginning of period at Dec. 31, 2023	$ 226,142	$ 123	560,945	62,731	(3,467)	(394,190)
Increase (Decrease) in Stockholders' Equity
Net income	$ 13,727
Balance, end of period (in shares) at Jun. 30, 2024	85,127	124,578
Balance, end of period at Jun. 30, 2024	$ 245,590	$ 125	567,777	76,458	(4,483)	(394,287)
Balance, beginning of period (in shares) at Mar. 31, 2024		123,287
Balance, beginning of period at Mar. 31, 2024	231,295	$ 123	563,334	67,285	(5,160)	(394,287)
Increase (Decrease) in Stockholders' Equity
Net income	9,173			9,173
Foreign currency translation	677				677
Stock-based compensation expense	2,684		2,684
Exercise of options (in shares)		567
Exercise of options	1,760	$ 1	1,759
Restricted share vesting and withholding (in shares)		724
Restricted stock vesting, net of shares withheld	$ 1	$ 1				0
Balance, end of period (in shares) at Jun. 30, 2024	85,127	124,578
Balance, end of period at Jun. 30, 2024	$ 245,590	$ 125	$ 567,777	$ 76,458	$ (4,483)	$ (394,287)

BUSINESS	6 Months Ended
BUSINESS	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS	BUSINESS Everi Holdings Inc. (“Everi Holdings,” or “Everi”) is a holding company, the assets of which are the issued and outstanding shares of capital stock of each of Everi Payments Inc. (“Everi FinTech” or “FinTech”) and Everi Games Holding Inc., which owns all of the issued and outstanding shares of capital stock of Everi Games Inc. (“Everi Games” or “Games”). Unless otherwise indicated, the terms the “Company,” “we,” “us,” and “our” refer to Everi Holdings together with its consolidated subsidiaries. Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a provider of financial technology solutions that power casino floors, provide operational efficiencies, and help fulfill regulatory requirements. The Company also develops and supplies player loyalty tools and mobile-first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment and hospitality industries. In addition, the Company provides bingo solutions through its consoles, electronic gaming tablets and related systems. Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) FinTech. Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks, allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our Financial Statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Some of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe 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 statement of results for the interim periods have been made. The results for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for the full fiscal year. The Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the most recently filed Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”).

Restricted Cash

Our restricted cash primarily consists of: (i) funds held in connection with certain customer agreements; (ii) funds held in connection with a sponsorship agreement; (iii) wide-area progressive (“WAP”)-related restricted funds; and (iv) financial access activities related to cash held on behalf of patrons and funds required to be held to cover underlying financial access service transactions. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the Statements of Cash Flows for the six months ended June 30, 2024 (in thousands).


			Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Cash and cash equivalents			Cash and cash equivalents						$	229,369					$	267,215
Restricted cash - current			Prepaid expenses and other current assets						7,172						5,190
Restricted cash - non-current			Other assets						101						101
Total									$	236,642					$	272,506

Fair Values of Financial Instruments

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

The carrying amount of cash and cash equivalents, short-term restricted cash, settlement receivables, short-term trade and other receivables, settlement liabilities, accounts payable, and accrued expenses approximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities, which represent Level 2 inputs. The fair value of long-term accounts payable is estimated by discounting the total obligation. As of June 30, 2024 and December 31, 2023, the fair value of trade and loans receivable approximated the carrying value due to contractual terms generally being slightly over 12 months. The fair value of our borrowings is estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity, and similar instruments trading in more active markets.

The estimated fair value and outstanding balances of our borrowings are as follows (in thousands):


			Level of Hierarchy						Fair Value						Outstanding Balance
June 30, 2024
$600 million Term Loan			2						$	582,677					$	580,500
$400 million Unsecured Notes			2						$	394,000					$	400,000
December 31, 2023
$600 million Term Loan			2						$	589,433					$	586,500
$400 million Unsecured Notes			2						$	365,000					$	400,000

The fair values of our borrowings were determined using Level 2 inputs based on quoted market prices for these securities.

Reclassification of Balances

Certain amounts in the accompanying Financial Statements have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on net income for the prior periods.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

None.

Recent Accounting Guidance Not Yet Adopted


Standard			Description			Date of Planned Adoption			Effect on Financial Statements
Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures			The amendments in this update require enhanced reportable segment disclosures, primarily concerning significant segment expenses.			December 31, 2024			We are currently evaluating the impact of adopting this ASU on our Financial Statements and our disclosures; however, we do not expect the impact to be material.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure			The amendments in this update require enhanced income tax disclosures, primarily concerning the rate reconciliation and income taxes paid information.			January 1, 2025			We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures.

As of June 30, 2024, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our Financial Statements.

REVENUES

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUES

Overview

We evaluate the recognition of revenue based on the criteria set forth in Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers and ASC 842 — Leases, as appropriate. We recognize revenue upon transferring control of goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts with customers that include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract. We recognize revenue net of any sales and other taxes collected from customers, which are subsequently remitted to governmental authorities and are not included in revenues or operating expenses. We measure revenue based on the consideration specified in a contract with a customer and adjusted, as necessary.

Disaggregation of Revenues

We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 17 — Segment Information.”

Contract Balances

Since our contracts may include multiple performance obligations, there is often a timing difference between cash collections and the satisfaction of such performance obligations and revenue recognition. Such arrangements are evaluated to determine whether contract assets and liabilities exist. We generally record contract assets when the timing of billing differs from when revenue is recognized due to contracts containing specific performance obligations that are required to be met prior to a customer being invoiced. We generally record contract liabilities when cash is collected in advance of us satisfying performance obligations, including those that are satisfied over a period of time. Balances of our contract assets and contract liabilities may fluctuate due to timing of cash collections.

The following table summarizes our contract assets and contract liabilities arising from contracts with customers (in thousands):


						2024						2023
Contract assets(1)
Balance, January 1						$	26,635					$	22,417
Balance, June 30						32,317						21,046
Increase (decrease)						$	5,682					$	(1,371)

Contract liabilities(2)
Balance, January 1						$	51,799					$	53,419
Balance, June 30						54,600						56,106
Increase						$	2,801					$	2,687

1.Contract assets are included within trade and other receivables, net and other receivables in our Balance Sheets.

2.Contract liabilities are included within accounts payable and accrued expenses and other accrued expenses and liabilities in our Balance Sheets.

We recognized approximately $27.3 million and $31.4 million in revenue that was included in the beginning contract liabilities balance during the six months ended June 30, 2024 and 2023, respectively.

Games Revenues

Our products and services include electronic gaming devices, such as Native American Class II offerings and other electronic bingo products, Class III slot machine offerings, HHR offerings, integrated electronic bingo gaming tablets, VLTs installed in the State of New York and similar technology in certain tribal jurisdictions, B2B digital online gaming activities, accounting and central determinant systems, and other back-office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (i) Gaming Operations; and (ii) Gaming Equipment and Systems.

We recognize our Gaming Operations revenue based on criteria set forth in ASC 842 or ASC 606, as applicable. The amount of lease revenue included in our Gaming Operations revenues and recognized under ASC 842 was approximately $45.2 million and $91.6 million for the three and six months ended June 30, 2024, respectively, and $51.3 million and $100.8 million for the three and six months ended June 30, 2023, respectively.

FinTech Revenues

Our FinTech products and services include solutions that we offer to gaming establishments to provide their patrons with financial access and funds-based services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels along with related loyalty and marketing tools, and other information-related products and services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. In addition, our services operate as part of an end-to-end security suite to protect against cyber-related attacks, allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via ATM debit withdrawals, credit card financial access transactions, and POS debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings. We conduct our FinTech segment business based on results generated from the following major revenue streams: (i) Financial Access Services; (ii) Software and Other; and (iii) Hardware.

Hardware revenues are derived from the sale of our financial access and loyalty kiosks and related equipment and are accounted for under ASC 606, unless such transactions meet the definition of a sales type or direct financing lease, which are accounted for under ASC 842. We did not have any significant financial access kiosk and related equipment sales contracts accounted for under ASC 842 during the three and six months ended June 30, 2024 and 2023.

LEASES

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

Lessee

Supplemental balance sheet information related to our operating leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Operating lease right-of-use assets						Other assets, non-current						$	25,404					$	27,489
Liabilities
Current operating lease liabilities						Accounts payable and accrued expenses						$	7,600					$	7,079
Non-current operating lease liabilities						Other accrued expenses and liabilities						$	24,264					$	26,930

Supplemental cash flow information related to leases is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Cash paid for:
Long-term operating leases			$	2,441					$	1,862					$	4,280					$	3,574
Short-term operating leases			$	558					$	473					$	1,112					$	845
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	251					$	766					$	922					$	852

Other information related to lease terms and discount rates is as follows:


						At June 30, 2024						At December 31, 2023
Weighted average remaining lease term (in years):
Operating leases						6.57						6.71
Weighted average discount rate:
Operating leases						6.21		%				6.08		%

Components of lease expense are as follows (in thousands):


						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Operating lease cost:
Operating lease cost						$	1,946					$	1,559					$	3,898					$	3,036
Variable lease cost						$	443					$	306					$	783					$	625

Maturities of lease liabilities are summarized as follows as of June 30, 2024 (in thousands):


Year Ending December 31,						Amount
2024 (excluding the six months ended June 30, 2024)						$	4,671
2025						9,023
2026						5,379
2027						3,217
2028						2,813
Thereafter						14,765
Total future minimum lease payments						39,868
Less: Amount representing interest						8,004
Present value of future minimum lease payments						31,864
Less: Current operating lease obligations						7,600
Long-term lease obligations						$	24,264

Lessor

Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Net investment in sales-type leases — current						Trade and other receivables, net						$	1,960					$	810

LEASES

Lessee

Supplemental balance sheet information related to our operating leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Operating lease right-of-use assets						Other assets, non-current						$	25,404					$	27,489
Liabilities
Current operating lease liabilities						Accounts payable and accrued expenses						$	7,600					$	7,079
Non-current operating lease liabilities						Other accrued expenses and liabilities						$	24,264					$	26,930

Supplemental cash flow information related to leases is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Cash paid for:
Long-term operating leases			$	2,441					$	1,862					$	4,280					$	3,574
Short-term operating leases			$	558					$	473					$	1,112					$	845
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	251					$	766					$	922					$	852

Other information related to lease terms and discount rates is as follows:


						At June 30, 2024						At December 31, 2023
Weighted average remaining lease term (in years):
Operating leases						6.57						6.71
Weighted average discount rate:
Operating leases						6.21		%				6.08		%

Components of lease expense are as follows (in thousands):


						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Operating lease cost:
Operating lease cost						$	1,946					$	1,559					$	3,898					$	3,036
Variable lease cost						$	443					$	306					$	783					$	625

Maturities of lease liabilities are summarized as follows as of June 30, 2024 (in thousands):


Year Ending December 31,						Amount
2024 (excluding the six months ended June 30, 2024)						$	4,671
2025						9,023
2026						5,379
2027						3,217
2028						2,813
Thereafter						14,765
Total future minimum lease payments						39,868
Less: Amount representing interest						8,004
Present value of future minimum lease payments						31,864
Less: Current operating lease obligations						7,600
Long-term lease obligations						$	24,264

Lessor

Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Net investment in sales-type leases — current						Trade and other receivables, net						$	1,960					$	810

BUSINESS COMBINATIONS	6 Months Ended
BUSINESS COMBINATIONS	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS We account for business combinations in accordance with ASC 805 — Business Combinations, which requires that the identifiable assets acquired and liabilities assumed be recorded at their estimated fair values on the acquisition date separately from goodwill, which is the excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities. We include the results of operations of an acquired business starting from the acquisition date. Pending Proposed Merger On February 28, 2024, the Company entered into definitive agreements with, among others, International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), pursuant to which IGT agreed to spin-off a newly created subsidiary, which will own IGT’s Gaming and Digital business, with the Company acquiring IGT’s Gaming and Digital business in a series of transactions (the “Proposed Transaction”). Upon the closing of the Proposed Transaction, under the terms of the agreements, IGT shareholders were expected to own approximately 54% of the combined company, with the Company’s existing stockholders expected to own approximately 46% of the combined company. In connection with the Proposed Transaction, we incurred transaction costs of approximately $1.4 million and $15.8 million during the three and six months ended June 30, 2024, respectively, and employee retention costs of approximately $4.1 million and $5.4 million during the three and six months ended June 30, 2024, respectively, which are included within Operating Expenses of our Statements of Operations. On February 28, 2024, the Company and Ignite Rotate LLC, a subsidiary of IGT (“Spinco”), entered into a debt commitment letter and related letters with the lenders specified therein. On March 29, 2024, the Company and Spinco entered into an amended and restated debt commitment letter and related amended and restated letters (as amended, the “Commitment Letter”), pursuant to which the lenders committed to provide the Company and such subsidiary with up to $3.7 billion, together with a revolver of $0.8 billion, used to refinance the existing debt of the Company and its subsidiaries, and distribute funds to IGT, with the remainder to be used to pay the combined company’s fees, costs and expenses in connection with the Proposed Transaction, subject to the satisfaction of certain customary closing conditions including the consummation of the Proposed Transaction described above. Subsequent to June 30, 2024, each of the definitive agreements for the Proposed Transaction, including the Commitment Letter, was terminated by mutual consent of the respective parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements. Refer to “Note 18 — Subsequent Events” for additional discussion on the Proposed Transaction. eCash Holdings Pty Limited On March 1, 2022 (the “eCash Closing Date”), the Company acquired the stock of eCash Holdings Pty Limited (“eCash”). Under the terms of the stock purchase agreement, we paid the seller AUD$20 million (approximately USD$15 million) on the eCash Closing Date, additional consideration of AUD$5.0 million (USD$3.4 million) approximately one year following the eCash Closing Date and additional consideration of AUD$6.5 million (USD$4.2 million) approximately two years following the eCash Closing Date. In addition, we paid approximately AUD$8.7 million (USD$6.0 million) for the excess net working capital during the second quarter of 2022. We finalized our measurement period adjustments and recorded approximately $2.3 million primarily related to deferred taxes during the first quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition. Intuicode Gaming Corporation On April 30, 2022 (the “Intuicode Closing Date”), the Company acquired the stock of Intuicode Gaming Corporation (“Intuicode”), a privately owned game development and engineering firm focused on HHR games. Under the terms of the stock purchase agreement, we paid the seller $12.5 million on the Intuicode Closing Date of the transaction, a net working capital payment of $1.6 million during the second quarter of 2022 and $6.4 million based on the achievement of a certain revenue target one year following the Intuicode Closing Date. In addition, we owe approximately $2.4 million as a final payment based on the achievement of a certain revenue target two years following the Intuicode Closing Date. We finalized our measurement period adjustments and recorded approximately $1.3 million primarily related to the final payment and deferred taxes during the second quarter of 2023. During the second quarter of 2024, the contingent consideration performance period ended and we revised our final payment estimate. As a result, we recorded an adjustment of approximately $0.2 million, which was included within Operating Expenses of our Statements of Operations. The acquisition did not have a significant impact on our results of operations or financial condition. The fair value of the contingent consideration was based on Level 3 inputs utilizing a discounted cash flow methodology. The estimates and assumptions included projected future revenues of the acquired business and a discount rate of approximately 5%. Contingent consideration to be paid is comprised of a short-term component that is recorded in accounts payable and accrued expenses in our Balance Sheets. The change in fair value of the contingent consideration during the period ended June 30, 2024 was not material. Venuetize, Inc. On October 14, 2022 (the “Venuetize Closing Date”), the Company acquired certain strategic assets of Venuetize, Inc. (“Venuetize”), a privately owned innovator of mobile-first technologies that provide an advanced guest engagement and m-commerce platform for the sports, entertainment and hospitality industries. Under the terms of the asset purchase agreement, we paid the seller $18.2 million on the Venuetize Closing Date of the transaction and an immaterial amount twelve-months following the Venuetize Closing Date that was netted against a net working capital receivable of approximately $1.0 million. In addition, we expect to pay approximately $1.8 million in contingent consideration based upon the achievement of certain revenue targets on the twenty-four month and thirty-month anniversaries of the Venuetize Closing Date. We finalized our measurement period adjustments and recorded approximately $1.2 million primarily related to the net working capital receivable and deferred taxes during the fourth quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition. The fair value of the contingent consideration was based on Level 3 inputs utilizing a discounted cash flow methodology. The estimates and assumptions included projected future revenues of the acquired business and a discount rate of approximately 7%. Contingent consideration to be paid is comprised of a short-term component that is recorded in accounts payable and accrued expenses in our Balance Sheets. The change in fair value of the contingent consideration during the period ended June 30, 2024 was not material. VKGS LLC On May 1, 2023 (the “Video King Closing Date”), the Company acquired certain strategic assets of VKGS LLC (“Video King”), a privately owned leading provider of integrated electronic bingo gaming tablets, video gaming content, instant win games and systems. Under the terms of the purchase agreement, we paid the seller approximately $61.0 million, inclusive of a net working capital payment on the Video King Closing Date. We also made an additional net working capital payment of $0.3 million post-closing, early in the third quarter of 2023. In addition, we expect to pay approximately $0.2 million related to an indemnity holdback, which is scheduled for release on the eighteen-month anniversary of the Video King Closing Date. We finalized our measurement period adjustments and recorded an immaterial amount related to deferred taxes during the quarter ended March 31, 2024. The acquisition did not have a significant impact on our results of operations or financial condition. Pro-forma financial information (unaudited) The acquisition related to Video King occurred during fiscal 2023; therefore, it is included in our Financial Statements for the three and six months ended June 30, 2024. The unaudited pro forma financial data on a consolidated basis, including the historical operating results of the Company, assuming the Video King acquisition occurred on January 1, 2022, reflected revenue of approximately $211.0 million and $418.4 million, and net income of approximately $27.3 million and $55.3 million for the three and six months ended June 30, 2023, respectively. The acquisitions related to eCash, Intuicode and Venuetize occurred during fiscal 2022; therefore, each are included in our Financial Statements for the three and six months ended June 30, 2024 and 2023, respectively. The unaudited pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and costs directly attributable to the acquisitions. The unaudited pro forma results do not purport to be indicative of results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period; nor do they give effect to synergies, cost savings, fair market value adjustments and other changes expected as a result of the acquisitions.

FUNDING AGREEMENTS	6 Months Ended
FUNDING AGREEMENTS	Jun. 30, 2024
A T M Funding Agreement Disclosure [Abstract]
FUNDING AGREEMENTS	FUNDING AGREEMENTS We have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. These fund usage fees, reflected as interest expense within the Statements of Operations, were approximately $4.8 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $5.9 million and $10.2 million for the three and six months ended June 30, 2023, respectively. We are exposed to interest rate risk to the extent that the applicable rates increase. Under these agreements, the currency supplied by third party vendors remain their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected in our Balance Sheets. Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash up to $450 million with the ability to increase the amount permitted by the vault cash provider. The term of the agreement expires on December 1, 2026 and will automatically renew for additional one-year periods unless either party provides a ninety-day written notice of its intent not to renew. The outstanding balance of funds provided in connection with this arrangement were approximately $333.0 million and $388.5 million as of June 30, 2024 and December 31, 2023, respectively. We are responsible for losses of cash in the fund dispensing devices under this agreement, and we self-insure for this type of risk. There were no material losses for the three and six months ended June 30, 2024 and 2023, respectively.

TRADE AND OTHER RECEIVABLES

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

TRADE AND OTHER RECEIVABLES

TRADE AND OTHER RECEIVABLES

Trade and other receivables represent short-term credit granted to customers and long-term loans receivable in connection with our Games and FinTech equipment and software, and compliance products. Trade and loans receivable generally do not require collateral.

The balance of trade and loans receivable consists of outstanding balances owed to us by gaming operators. Other receivables include income tax receivables and other miscellaneous receivables.

The balance of trade and other receivables consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Trade and other receivables, net
Games trade and loans receivable			$	59,051					$	66,044
FinTech trade and loans receivable			41,970						39,795
Contract assets(1)			32,317						26,635
Other receivables			6,485						4,474

Total trade and other receivables, net			139,823						136,948

Non-current portion of receivables

Games trade and loans receivable			1,415						480
FinTech trade and loans receivable			17,328						15,551
Contract assets(1)			16,253						12,984

Total non-current portion of receivables			34,996						29,015

Total trade and other receivables, current portion			$	104,827					$	107,933

1.Refer to “Note 3 — Revenues” for a discussion on the contract assets.

Allowance for Credit Losses

The activity in our allowance for credit losses for the six months ended June 30, 2024 and 2023 is as follows (in thousands):


			Six Months Ended June 30,
			2024						2023
Beginning allowance for credit losses			$	(5,210)					$	(4,855)
Provision			(5,499)						(5,591)
Charge-offs, net of recoveries			5,548						5,389
Ending allowance for credit losses			$	(5,161)					$	(5,057)

INVENTORY

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY

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

Inventory consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Inventory
Component parts			$	63,003					$	59,632
Work-in-progress			1,980						1,147
Finished goods			16,465						9,845
Total inventory			$	81,448					$	70,624

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Depreciation						Net Book Value						Cost						Accumulated Depreciation						Net Book Value
Property and equipment
Rental pool - deployed			2-5						$	312,956					$	205,125					$	107,831					$	308,438					$	218,110					$	90,328
Rental pool - undeployed			2-5						47,390						33,076						14,314						39,578						29,770						9,808
FinTech equipment			1-5						31,877						22,601						9,276						32,719						21,911						10,808
Leasehold and building improvements			Lease Term						19,858						5,876						13,982						19,271						4,887						14,384
Machinery, office, and other equipment			1-5						68,652						40,901						27,751						63,857						36,481						27,376
Total									$	480,733					$	307,579					$	173,154					$	463,863					$	311,159					$	152,704

Depreciation expense related to property and equipment totaled approximately $19.7 million and $39.7 million for the three and six months ended June 30, 2024, respectively, and $19.5 million and $38.5 million for the three and six months ended June 30, 2023, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. The balance of goodwill was approximately $737.5 million and $737.8 million at June 30, 2024 and December 31, 2023, respectively.

Other Intangible Assets

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


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Amortization						Net Book Value						Cost						Accumulated Amortization						Net Book Value
Other intangible assets
Contract rights under placement fee agreements			2-7						$	57,821					$	26,262					$	31,559					$	57,821					$	21,592					$	36,229
Customer relationships			3-14						337,696						266,331						71,365						337,829						255,972						81,857
Developed technology and software			1-7						478,146						358,530						119,616						453,453						340,286						113,167
Patents, trademarks, and other			2-18						24,770						22,566						2,204						24,783						21,898						2,885
Total									$	898,433					$	673,689					$	224,744					$	873,886					$	639,748					$	234,138

Amortization expense related to other intangible assets was approximately $16.2 million and $31.7 million for the three and six months ended June 30, 2024, respectively, and $14.2 million and $28.5 million for the three and six months ended June 30, 2023, respectively.

LONG-TERM DEBT

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT

The following table summarizes our indebtedness (in thousands):


						Maturity						Interest						At June 30,						At December 31,
						Date						Rate						2024						2023
Long-term debt
$600 million Term Loan						2028						SOFR+CSA+2.50%						$	580,500					$	586,500
$125 million Revolver						2026						SOFR+CSA+2.50%						—						—
Senior Secured Credit Facilities																		580,500						586,500
$400 million Unsecured Notes						2029						5.00%						400,000						400,000
Total debt																		980,500						986,500
Debt issuance costs and discount																		(10,800)						(12,035)
Total debt after debt issuance costs and discount																		969,700						974,465
Current portion of long-term debt																		(3,000)						(6,000)
Total long-term debt, net of current portion																		$	966,700					$	968,465

Credit Facilities

Our senior secured credit facilities consist of: (i) a seven-year $600 million senior secured term loan due 2028 issued at 99.75% of par (the “Term Loan”); and (ii) a $125 million senior secured revolving credit facility due 2026, which was undrawn at closing (the “Revolver” and together with the Term Loan, the “Credit Facilities”). The Company, as borrower, entered into the credit agreement dated as of August 3, 2021, among the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and a letter of credit issuer (the “Original Credit Agreement”).

On June 23, 2023, the Company entered into the first amendment (the “Amendment”) to the Original Credit Agreement (as amended, the “Amended Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, the Secured Overnight Financing Rate (“SOFR”) replaced the Eurodollar Rate for all purposes under the Original Credit Agreement and under any other Loan Document (as defined therein) on July 1, 2023, when the ICE Benchmark Administration ceased to provide all available tenors of the Eurodollar Rate. In connection with such implementation of SOFR, the Company and Jefferies Finance LLC agreed to make conforming changes to the relevant provisions of the Original Credit Agreement, as reflected in the Amended Credit Agreement.

On November 2, 2023, the Company entered into the second amendment (the “Second Amendment”), effective November 9, 2023, to the Original Credit Agreement and the Amended Credit Agreement (as amended, the “Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, capitalized terms not otherwise defined in this Second Amendment have the same meanings as specified in the Original Credit Agreement or the Amended Credit Agreement, as the context may require; and pursuant to the Amended Credit Agreement, the borrower and the administrative agent jointly identified certain obvious errors of a technical nature in the Amended Credit Agreement and have agreed to amend the Amended Credit Agreement to correct such errors.

The interest rate per annum applicable to the Credit Facilities will be, at the Company’s option, either the SOFR, inclusive of the credit spread adjustment (“CSA”) with a 0.50% floor plus a margin of 2.50%, or the base rate plus a margin of 1.50%. In addition, the CSA is recorded as interest expense that varies for the applicable interest period, with an adjustment of 0.1% for interest periods of one month, an adjustment of 0.3% for interest periods of two months and an adjustment of 0.4% for interest periods of three months. Our Revolver remained fully undrawn as of June 30, 2024.

The weighted average interest rate on the Term Loan was 7.94% and 7.95% for the three and six months ended June 30, 2024, respectively.

Senior Unsecured Notes

Our senior unsecured notes issued in 2021 (the “2021 Unsecured Notes”) had an outstanding balance of $400.0 million as of June 30, 2024 that accrues interest at a rate of 5.00% per annum and is payable semi-annually in arrears on each January 15 and July 15.

Compliance with Debt Covenants

We were in compliance with the covenants and terms of the Credit Facilities and the 2021 Unsecured Notes as of June 30, 2024.

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES We are involved in various legal proceedings in the ordinary course of our business. While we believe resolution of the claims brought against us, both individually and in the aggregate, will not have a material adverse impact on our financial condition or results of operations, litigation of this nature is inherently unpredictable. Our views on these legal proceedings, including those described below, may change in the future. We intend to vigorously defend against these actions, and ultimately believe we should prevail. Legal Contingencies We evaluate matters and record an accrual for legal contingencies when it is both probable that a liability has been incurred and the amount or range of the loss may be reasonably estimated. We evaluate legal contingencies at least quarterly and, as appropriate, establish new accruals or adjust existing accruals to reflect: (i) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings, and other relevant events and developments; (ii) the advice and analyses of counsel; and (iii) the assumptions and judgment of management. Legal costs associated with such proceedings are expensed as incurred. Due to the inherent uncertainty of legal proceedings as a result of the procedural, factual, and legal issues involved, the outcomes of our legal contingencies could result in losses in excess of amounts we have accrued. NRT matter: NRT Technology Corp., et al. v. Everi Holdings Inc., et al. is a civil action filed on April 30, 2019 against Everi Holdings and Everi FinTech in the United States District Court for the District of Delaware by NRT Technology Corp. and NRT Technology, Inc., alleging monopolization of the market for unmanned, integrated kiosks in violation of federal antitrust laws, fraudulent procurement of patents on functionality related to such unmanned, integrated kiosks and sham litigation related to prior litigation brought by Everi FinTech (operating as Global Cash Access Inc.) against the plaintiff entities. The plaintiffs are seeking compensatory damages, treble damages, and injunctive and declaratory relief. Discovery is closed. The court removed the case from the September trial calendar and requested briefs from the parties on relevant legal issues. Briefing was completed in December 2022. The parties are awaiting further guidance from the court. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any. Zenergy Systems, LLC matter: Zenergy Systems, LLC v. Everi Payments Inc. is a civil action filed on May 29, 2020, against Everi FinTech in the United States District Court for the District of Nevada, Clark County by Zenergy Systems, LLC (“Zenergy”), alleging breach of contract, breach of a non-disclosure agreement, conversion, breach of the covenant of good faith and fair dealing, and breach of a confidential relationship related to a contract with Everi FinTech that expired in November 2019. The plaintiff is seeking compensatory and punitive damages. Everi FinTech has counterclaimed against Zenergy alleging breach of contract, breach of implied covenant of good faith and fair dealing, and for declaratory relief. The parties participated in mediation on March 21, 2023. No settlement was reached at mediation. The parties filed a joint motion to set a firm trial date which the court granted. The case is on the court's May 28, 2025 trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any. Mary Parrish matter: Mary Parrish v. Everi Holdings Inc., et al. is a civil action filed on December 28, 2021, against Everi Holdings and Everi FinTech in the District Court of Nevada, Clark County by Mary Parrish alleging violation of the Fair and Accurate Credit Transactions Act (FACTA) amendment to the Fair Credit Reporting Act (FCRA). Plaintiff's complaint alleges she received a printed receipt for cash access services performed at an Everi Payments' ATM which displayed more than four (4) digits of the account number. Plaintiff seeks statutory damages, punitive damages, injunctive relief, attorneys' fees, and other relief. Everi filed a Petition for Removal to the United States District Court, District of Nevada. On May 4, 2023, the United States District Court entered an order remanding the case and the matter is now pending in the District Court of Nevada, Clark County. Discovery is underway. The case is on the court's January 6, 2025 trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any. In addition, we have commitments with respect to certain lease obligations discussed in “Note 4 — Leases” and installment payments under our asset purchase agreements discussed in “Note 5 — Business Combinations.”

STOCKHOLDERS' EQUITY	6 Months Ended
STOCKHOLDERS' EQUITY	Jun. 30, 2024
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDERS’ EQUITY On May 3, 2023, our Board of Directors authorized and approved a share repurchase program in an amount not to exceed $180 million, pursuant to which we were authorized to purchase outstanding Company common stock in open market or privately negotiated transactions over a period of eighteen (18) months through November 3, 2024, in accordance with Company and regulatory policies and trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934. On May 2, 2024, the Board of Directors canceled the share repurchase program. As of May 2, 2024, the Company had repurchased $100.0 million of Company common stock under the $180 million authorized share repurchase program. No shares were repurchased during the three and six months ended June 30, 2024, and 2.7 million shares were repurchased during the three and six months ended June 30, 2023.

WEIGHTED AVERAGE SHARES OF COMMON STOCK

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

WEIGHTED AVERAGE SHARES OF COMMON STOCK

WEIGHTED AVERAGE SHARES OF COMMON STOCK

The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Weighted average shares
Weighted average number of common shares outstanding - basic			84,515						88,213						84,146						88,866
Potential dilution from equity awards(1)			2,615						5,259						3,062						5,842
Weighted average number of common shares outstanding - diluted(1)			87,130						93,472						87,208						94,708

1.There were 2.1 million and 1.7 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2024, respectively, and 0.3 million and 0.2 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2023, respectively.

SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Equity Incentive Awards

Generally, we grant the following types of awards: (i) restricted stock units with either time- or performance-based criteria; and (ii) time-based options. We estimate forfeiture amounts based on historical patterns.

A summary of award activity is as follows (in thousands):


			Stock Options						Restricted Stock Units
Outstanding, December 31, 2023			4,804						2,464
Granted			109						1,473
Exercised options or vested shares			(648)						(751)
Canceled or forfeited			(13)						(43)
Outstanding, June 30, 2024			4,252						3,143

There were approximately 4.2 million awards of our common stock available for future equity grants under our existing equity incentive plan at June 30, 2024, which included 3.6 million additional shares approved by our stockholders during the second quarter of 2024.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The income tax provision for the three and six months ended June 30, 2024 reflected an effective income tax rate of 19.7% and 21.0%, respectively, which was less than and consistent with the statutory federal rate of 21.0%, respectively, primarily due to a research credit, partially offset by state taxes, a valuation allowance on certain deferred tax assets and the net tax expense from equity award activities. The income tax provision for the three and six months ended June 30, 2023 reflected an effective income tax rate of 17.3% and 17.5%, respectively, which was less than the statutory federal rate of 21.0%, respectively, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes and compensation deduction limitations. We have analyzed our positions in the federal, state and foreign jurisdictions where we are required to file income tax returns, as well as the open tax years in these jurisdictions. As of June 30, 2024, we recorded approximately $4.9 million of unrecognized tax benefits, all of which would impact our effective tax rate, if recognized. We do not anticipate that our unrecognized tax benefits will materially change within the next 12 months.

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group (the “CODM”). Our CODM consists of the Chief Executive Officer and the Chief Financial Officer. Our CODM determined that our operating segments for conducting business are: (i) Games and (ii) FinTech. Our CODM allocates resources and measures profitability based on our operating segments, which are managed and reviewed separately, as each represents products and services that can be sold separately to our customers. Our segments are monitored by management for performance against our internal forecasts. We have reported our financial performance based on our segments in both the current and prior periods. Refer to “Note 1 — Business” for additional information regarding our operating segments.

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

Our business is predominantly domestic with no specific regional concentrations that were material to our results of operations or financial condition, and no significant assets in foreign locations.

The following tables present segment information (in thousands)*:


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Games
Revenues
Gaming operations(1)			$	71,936					$	77,781					$	144,558					$	153,090
Gaming equipment and systems			25,735						35,351						50,235						67,416
Total revenues			97,671						113,132						194,793						220,506
Costs and expenses
Cost of revenues(2)
Gaming operations			9,836						8,388						19,351						15,194
Gaming equipment and systems			15,266						20,141						29,326						40,390
Total cost of revenues			25,102						28,529						48,677						55,584
Operating expenses(3)			24,617						20,896						57,969						41,768
Research and development			12,683						11,172						24,474						21,825
Depreciation			17,002						17,265						34,301						33,504
Amortization			11,882						10,875						23,294						21,151
Total costs and expenses			91,286						88,737						188,715						173,832
Operating income			$	6,385					$	24,395					$	6,078					$	46,674

1.Includes the accretion of contract rights of $2.3 million and $4.7 million for each of the three and six months ended June 30, 2024 and 2023, respectively.

2.Excludes depreciation and amortization.

3.Includes approximately $1.2 million and $15.3 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.1 million and $2.8 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.7 million of severance costs related to the realignment of certain employee functions within the Games business for the three and six months ended June 30, 2024, respectively, and $0.3 million for the three and six months ended June 30, 2023, respectively.

* Rounding may cause variances.


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
FinTech
Revenues
Financial access services			$	57,533					$	55,660					$	114,952					$	111,874
Software and other			24,750						23,995						50,526						48,210
Hardware			11,236						15,930						20,265						28,599
Total revenues			93,519						95,585						185,743						188,683
Costs and expenses
Cost of revenues(1)
Financial access services			2,465						2,697						5,162						5,596
Software and other			3,485						1,923						6,617						3,346
Hardware			7,827						10,574						14,633						19,022
Total cost of revenues			13,777						15,194						26,412						27,964
Operating expenses(2)			41,750						40,494						82,012						78,814
Research and development			7,303						5,465						14,822						10,908
Depreciation			2,725						2,257						5,377						4,967
Amortization			4,288						3,298						8,385						7,386
Total costs and expenses			69,843						66,708						137,008						130,039
Operating income			$	23,676					$	28,877					$	48,735					$	58,644

1.Excludes depreciation and amortization.

2.Includes approximately $0.2 million and $0.5 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.0 million and $2.6 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.1 million of severance costs related to the realignment of certain employee functions within the FinTech business for the three and six months ended June 30, 2024, respectively, and $0.9 million for the three and six months ended June 30, 2023, respectively. Also, includes $0.1 million in other legal fees and expenses associated with legal matters for the three and six months ended June 30, 2024, respectively, and $0.1 million for the three months ended June 30, 2023. We recorded a benefit of $0.1 million against other legal fees and expenses associated with legal matters for the six months ended June 30, 2023.

* Rounding may cause variances.


			At June 30,						At December 31,
			2024						2023
Total assets
Games			$	945,670					$	931,322
FinTech			1,138,538						1,192,548
Total assets			$	2,084,208					$	2,123,870

Major Customers. No single customer accounted for more than 10% of our revenues for the three and six months ended June 30, 2024 and 2023, respectively. Our five largest customers accounted for approximately 13% of our revenues for the three and six months ended June 30, 2024, respectively, and 12% for the three and six months ended June 30, 2023, respectively.

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On July 26, 2024, the Company entered into definitive agreements with, among others, IGT and Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), whereby IGT’s Gaming & Digital business (“IGT Gaming”) and Everi will be simultaneously acquired by Buyer in an all-cash transaction (the “New Proposed Transaction”). Following closing, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the new agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction) and IGT will receive $4.05 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements. The acquisitions of IGT Gaming and Everi by Buyer are cross-conditioned. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by Everi stockholders. In addition, on July 26, 2024, immediately prior to and in connection with the entry into the definitive agreements for the New Proposed Transaction, each of the definitive agreements for the Proposed Transaction, including the Commitment Letter, was terminated by mutual consent of the respective parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements. Buyer has obtained equity financing commitments and debt financing commitments for the purpose of funding the New Proposed Transaction and paying related fees and expenses. Certain funds managed by affiliates of Apollo Global Management, Inc. (the “Guarantors”) have committed to invest in Buyer an aggregate amount of up to $2,300 million, subject to the terms and conditions set forth in the equity commitment letter, and have entered into a limited guarantee in favor of IGT and the Company, pursuant to which the Guarantors are guaranteeing certain obligations of Buyer in connection with the merger agreement relating to the New Proposed Transaction, including the termination fee and certain other fees, indemnities, and expenses, subject to a maximum aggregate liability cap. In addition, certain debt financing sources have committed to lend an aggregate principal amount of up to $4,325 million, together with a committed revolving credit facility in an aggregate principal amount of up to $750 million, to Buyer for the purpose of funding the New Proposed Transaction, subject to the terms and conditions set forth in the debt commitment letter and any related fee letter.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income	$ 9,173	$ 4,554	$ 27,396	$ 28,066	$ 13,727	$ 55,462

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Our Financial Statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Some of the information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe 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 statement of results for the interim periods have been made. The results for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for the full fiscal year. The Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the most recently filed Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”).

Restricted Cash

Restricted Cash

Our restricted cash primarily consists of: (i) funds held in connection with certain customer agreements; (ii) funds held in connection with a sponsorship agreement; (iii) wide-area progressive (“WAP”)-related restricted funds; and (iv) financial access activities related to cash held on behalf of patrons and funds required to be held to cover underlying financial access service transactions.

Fair Values of Financial Instruments

Fair Values of Financial Instruments

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

The carrying amount of cash and cash equivalents, short-term restricted cash, settlement receivables, short-term trade and other receivables, settlement liabilities, accounts payable, and accrued expenses approximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities, which represent Level 2 inputs. The fair value of long-term accounts payable is estimated by discounting the total obligation.

Reclassification of Balances

Reclassification of Balances

Certain amounts in the accompanying Financial Statements have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on net income for the prior periods.

Recent Accounting Guidance

Recent Accounting Guidance

Recently Adopted Accounting Guidance

None.

Recent Accounting Guidance Not Yet Adopted


Standard			Description			Date of Planned Adoption			Effect on Financial Statements
Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures			The amendments in this update require enhanced reportable segment disclosures, primarily concerning significant segment expenses.			December 31, 2024			We are currently evaluating the impact of adopting this ASU on our Financial Statements and our disclosures; however, we do not expect the impact to be material.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure			The amendments in this update require enhanced income tax disclosures, primarily concerning the rate reconciliation and income taxes paid information.			January 1, 2025			We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures.

As of June 30, 2024, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our Financial Statements.

Overview

We evaluate the recognition of revenue based on the criteria set forth in Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers and ASC 842 — Leases, as appropriate. We recognize revenue upon transferring control of goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts with customers that include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract. We recognize revenue net of any sales and other taxes collected from customers, which are subsequently remitted to governmental authorities and are not included in revenues or operating expenses. We measure revenue based on the consideration specified in a contract with a customer and adjusted, as necessary.

Disaggregation of Revenues

We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 17 — Segment Information.”

Contract Balances

Since our contracts may include multiple performance obligations, there is often a timing difference between cash collections and the satisfaction of such performance obligations and revenue recognition. Such arrangements are evaluated to determine whether contract assets and liabilities exist. We generally record contract assets when the timing of billing differs from when revenue is recognized due to contracts containing specific performance obligations that are required to be met prior to a customer being invoiced. We generally record contract liabilities when cash is collected in advance of us satisfying performance obligations, including those that are satisfied over a period of time. Balances of our contract assets and contract liabilities may fluctuate due to timing of cash collections.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the Statements of Cash Flows for the six months ended June 30, 2024 (in thousands).


			Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Cash and cash equivalents			Cash and cash equivalents						$	229,369					$	267,215
Restricted cash - current			Prepaid expenses and other current assets						7,172						5,190
Restricted cash - non-current			Other assets						101						101
Total									$	236,642					$	272,506

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the Statements of Cash Flows for the six months ended June 30, 2024 (in thousands).


			Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Cash and cash equivalents			Cash and cash equivalents						$	229,369					$	267,215
Restricted cash - current			Prepaid expenses and other current assets						7,172						5,190
Restricted cash - non-current			Other assets						101						101
Total									$	236,642					$	272,506

Estimated Fair Value and Outstanding Balances of Borrowings

The estimated fair value and outstanding balances of our borrowings are as follows (in thousands):


			Level of Hierarchy						Fair Value						Outstanding Balance
June 30, 2024
$600 million Term Loan			2						$	582,677					$	580,500
$400 million Unsecured Notes			2						$	394,000					$	400,000
December 31, 2023
$600 million Term Loan			2						$	589,433					$	586,500
$400 million Unsecured Notes			2						$	365,000					$	400,000

Summary of Recent Accounting Guidance

Recent Accounting Guidance Not Yet Adopted


Standard			Description			Date of Planned Adoption			Effect on Financial Statements
Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures			The amendments in this update require enhanced reportable segment disclosures, primarily concerning significant segment expenses.			December 31, 2024			We are currently evaluating the impact of adopting this ASU on our Financial Statements and our disclosures; however, we do not expect the impact to be material.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure			The amendments in this update require enhanced income tax disclosures, primarily concerning the rate reconciliation and income taxes paid information.			January 1, 2025			We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures.

REVENUES (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Contract Asset and Liability

The following table summarizes our contract assets and contract liabilities arising from contracts with customers (in thousands):


						2024						2023
Contract assets(1)
Balance, January 1						$	26,635					$	22,417
Balance, June 30						32,317						21,046
Increase (decrease)						$	5,682					$	(1,371)

Contract liabilities(2)
Balance, January 1						$	51,799					$	53,419
Balance, June 30						54,600						56,106
Increase						$	2,801					$	2,687

1.Contract assets are included within trade and other receivables, net and other receivables in our Balance Sheets.

2.Contract liabilities are included within accounts payable and accrued expenses and other accrued expenses and liabilities in our Balance Sheets.

LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Balance Sheet Information

Supplemental balance sheet information related to our operating leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Operating lease right-of-use assets						Other assets, non-current						$	25,404					$	27,489
Liabilities
Current operating lease liabilities						Accounts payable and accrued expenses						$	7,600					$	7,079
Non-current operating lease liabilities						Other accrued expenses and liabilities						$	24,264					$	26,930

Cash Flow Information

Supplemental cash flow information related to leases is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Cash paid for:
Long-term operating leases			$	2,441					$	1,862					$	4,280					$	3,574
Short-term operating leases			$	558					$	473					$	1,112					$	845
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	251					$	766					$	922					$	852

Other information related to lease terms and discount rates is as follows:


						At June 30, 2024						At December 31, 2023
Weighted average remaining lease term (in years):
Operating leases						6.57						6.71
Weighted average discount rate:
Operating leases						6.21		%				6.08		%

Components of lease expense are as follows (in thousands):


						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
Operating lease cost:
Operating lease cost						$	1,946					$	1,559					$	3,898					$	3,036
Variable lease cost						$	443					$	306					$	783					$	625

Maturities of lease liabilities are summarized as follows as of June 30, 2024 (in thousands):


Year Ending December 31,						Amount
2024 (excluding the six months ended June 30, 2024)						$	4,671
2025						9,023
2026						5,379
2027						3,217
2028						2,813
Thereafter						14,765
Total future minimum lease payments						39,868
Less: Amount representing interest						8,004
Present value of future minimum lease payments						31,864
Less: Current operating lease obligations						7,600
Long-term lease obligations						$	24,264

Sales-type lease

Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):


						Classification on our Balance Sheets						At June 30, 2024						At December 31, 2023
Assets
Net investment in sales-type leases — current						Trade and other receivables, net						$	1,960					$	810

TRADE AND OTHER RECEIVABLES (Tables)

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Schedule of Components of Trade and Other Receivables

The balance of trade and other receivables consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Trade and other receivables, net
Games trade and loans receivable			$	59,051					$	66,044
FinTech trade and loans receivable			41,970						39,795
Contract assets(1)			32,317						26,635
Other receivables			6,485						4,474

Total trade and other receivables, net			139,823						136,948

Non-current portion of receivables

Games trade and loans receivable			1,415						480
FinTech trade and loans receivable			17,328						15,551
Contract assets(1)			16,253						12,984

Total non-current portion of receivables			34,996						29,015

Total trade and other receivables, current portion			$	104,827					$	107,933

1.Refer to “Note 3 — Revenues” for a discussion on the contract assets.

Activity in Allowance for Credit Losses

The activity in our allowance for credit losses for the six months ended June 30, 2024 and 2023 is as follows (in thousands):


			Six Months Ended June 30,
			2024						2023
Beginning allowance for credit losses			$	(5,210)					$	(4,855)
Provision			(5,499)						(5,591)
Charge-offs, net of recoveries			5,548						5,389
Ending allowance for credit losses			$	(5,161)					$	(5,057)

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Components of Inventory

Inventory consisted of the following (in thousands):


			At June 30,						At December 31,
			2024						2023
Inventory
Component parts			$	63,003					$	59,632
Work-in-progress			1,980						1,147
Finished goods			16,465						9,845
Total inventory			$	81,448					$	70,624

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Components of Property, Equipment and Leased Assets

Property and equipment consist of the following (in thousands):


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Depreciation						Net Book Value						Cost						Accumulated Depreciation						Net Book Value
Property and equipment
Rental pool - deployed			2-5						$	312,956					$	205,125					$	107,831					$	308,438					$	218,110					$	90,328
Rental pool - undeployed			2-5						47,390						33,076						14,314						39,578						29,770						9,808
FinTech equipment			1-5						31,877						22,601						9,276						32,719						21,911						10,808
Leasehold and building improvements			Lease Term						19,858						5,876						13,982						19,271						4,887						14,384
Machinery, office, and other equipment			1-5						68,652						40,901						27,751						63,857						36,481						27,376
Total									$	480,733					$	307,579					$	173,154					$	463,863					$	311,159					$	152,704

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Other Intangible Assets

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


									At June 30, 2024																		At December 31, 2023
			Useful Life (Years)						Cost						Accumulated Amortization						Net Book Value						Cost						Accumulated Amortization						Net Book Value
Other intangible assets
Contract rights under placement fee agreements			2-7						$	57,821					$	26,262					$	31,559					$	57,821					$	21,592					$	36,229
Customer relationships			3-14						337,696						266,331						71,365						337,829						255,972						81,857
Developed technology and software			1-7						478,146						358,530						119,616						453,453						340,286						113,167
Patents, trademarks, and other			2-18						24,770						22,566						2,204						24,783						21,898						2,885
Total									$	898,433					$	673,689					$	224,744					$	873,886					$	639,748					$	234,138

LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Outstanding Indebtedness

The following table summarizes our indebtedness (in thousands):


						Maturity						Interest						At June 30,						At December 31,
						Date						Rate						2024						2023
Long-term debt
$600 million Term Loan						2028						SOFR+CSA+2.50%						$	580,500					$	586,500
$125 million Revolver						2026						SOFR+CSA+2.50%						—						—
Senior Secured Credit Facilities																		580,500						586,500
$400 million Unsecured Notes						2029						5.00%						400,000						400,000
Total debt																		980,500						986,500
Debt issuance costs and discount																		(10,800)						(12,035)
Total debt after debt issuance costs and discount																		969,700						974,465
Current portion of long-term debt																		(3,000)						(6,000)
Total long-term debt, net of current portion																		$	966,700					$	968,465

WEIGHTED AVERAGE SHARES OF COMMON STOCK (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Weighted average shares
Weighted average number of common shares outstanding - basic			84,515						88,213						84,146						88,866
Potential dilution from equity awards(1)			2,615						5,259						3,062						5,842
Weighted average number of common shares outstanding - diluted(1)			87,130						93,472						87,208						94,708

1.There were 2.1 million and 1.7 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2024, respectively, and 0.3 million and 0.2 million shares that were anti-dilutive under the treasury stock method for the three and six months ended June 30, 2023, respectively.

SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Award Activity

A summary of award activity is as follows (in thousands):


			Stock Options						Restricted Stock Units
Outstanding, December 31, 2023			4,804						2,464
Granted			109						1,473
Exercised options or vested shares			(648)						(751)
Canceled or forfeited			(13)						(43)
Outstanding, June 30, 2024			4,252						3,143

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Information

The following tables present segment information (in thousands)*:


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Games
Revenues
Gaming operations(1)			$	71,936					$	77,781					$	144,558					$	153,090
Gaming equipment and systems			25,735						35,351						50,235						67,416
Total revenues			97,671						113,132						194,793						220,506
Costs and expenses
Cost of revenues(2)
Gaming operations			9,836						8,388						19,351						15,194
Gaming equipment and systems			15,266						20,141						29,326						40,390
Total cost of revenues			25,102						28,529						48,677						55,584
Operating expenses(3)			24,617						20,896						57,969						41,768
Research and development			12,683						11,172						24,474						21,825
Depreciation			17,002						17,265						34,301						33,504
Amortization			11,882						10,875						23,294						21,151
Total costs and expenses			91,286						88,737						188,715						173,832
Operating income			$	6,385					$	24,395					$	6,078					$	46,674

1.Includes the accretion of contract rights of $2.3 million and $4.7 million for each of the three and six months ended June 30, 2024 and 2023, respectively.

2.Excludes depreciation and amortization.

3.Includes approximately $1.2 million and $15.3 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.1 million and $2.8 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.7 million of severance costs related to the realignment of certain employee functions within the Games business for the three and six months ended June 30, 2024, respectively, and $0.3 million for the three and six months ended June 30, 2023, respectively.

* Rounding may cause variances.


			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
FinTech
Revenues
Financial access services			$	57,533					$	55,660					$	114,952					$	111,874
Software and other			24,750						23,995						50,526						48,210
Hardware			11,236						15,930						20,265						28,599
Total revenues			93,519						95,585						185,743						188,683
Costs and expenses
Cost of revenues(1)
Financial access services			2,465						2,697						5,162						5,596
Software and other			3,485						1,923						6,617						3,346
Hardware			7,827						10,574						14,633						19,022
Total cost of revenues			13,777						15,194						26,412						27,964
Operating expenses(2)			41,750						40,494						82,012						78,814
Research and development			7,303						5,465						14,822						10,908
Depreciation			2,725						2,257						5,377						4,967
Amortization			4,288						3,298						8,385						7,386
Total costs and expenses			69,843						66,708						137,008						130,039
Operating income			$	23,676					$	28,877					$	48,735					$	58,644

1.Excludes depreciation and amortization.

2.Includes approximately $0.2 million and $0.5 million of transaction costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively, and approximately $2.0 million and $2.6 million of employee retention costs related to the Proposed Transaction for the three and six months ended June 30, 2024, respectively. Additionally, includes $0.1 million of severance costs related to the realignment of certain employee functions within the FinTech business for the three and six months ended June 30, 2024, respectively, and $0.9 million for the three and six months ended June 30, 2023, respectively. Also, includes $0.1 million in other legal fees and expenses associated with legal matters for the three and six months ended June 30, 2024, respectively, and $0.1 million for the three months ended June 30, 2023. We recorded a benefit of $0.1 million against other legal fees and expenses associated with legal matters for the six months ended June 30, 2023.

* Rounding may cause variances.


			At June 30,						At December 31,
			2024						2023
Total assets
Games			$	945,670					$	931,322
FinTech			1,138,538						1,192,548
Total assets			$	2,084,208					$	2,123,870

BUSINESS (Details)	6 Months Ended
BUSINESS (Details)	Jun. 30, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 229,369	$ 267,215
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Restricted cash - current	$ 7,172	$ 5,190
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Restricted cash - non-current	$ 101	$ 101
Total	236,642	272,506	$ 215,192	$ 295,063
Cash and Cash Equivalents
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 229,369	$ 267,215

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Contractual terms of trade and loans receivable	12 months	12 months

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Fair Value and Outstanding Balances of Borrowings (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Aug. 03, 2021
Senior secured notes \| New Revolver
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Principal amount of debt	$ 600,000,000	$ 600,000,000	$ 600,000,000
Senior unsecured notes \| 2021 Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Principal amount of debt	400,000,000	400,000,000
Fair Value \| Level 2 \| New Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	582,677,000	589,433,000
Fair Value \| Level 2 \| Incremental Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	394,000,000	365,000,000
Outstanding Balance \| Level 2 \| New Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	580,500,000	586,500,000
Outstanding Balance \| Level 2 \| Incremental Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 400,000,000	$ 400,000,000

REVENUES - Contract Asset and Liability (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Contract assets
Balance, January 1	$ 26,635	$ 22,417
Balance, June 30	32,317	21,046
Increase (decrease)	5,682	(1,371)
Contract liabilities
Balance, January 1	51,799	53,419
Balance, June 30	54,600	56,106
Increase	$ 2,801	$ 2,687

REVENUES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUES - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Contract liability, revenue recognized			$ 27,300	$ 31,400
Total revenues	$ 191,190	$ 208,717	380,536	409,189
Games
Disaggregation of Revenue [Line Items]
Total revenues	97,671	113,132	194,793	220,506
Gaming operations, leased equipment \| Games
Disaggregation of Revenue [Line Items]
Total revenues	$ 45,200	$ 51,300	$ 91,600	$ 100,800

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Operating lease right-of-use assets	$ 25,404	$ 27,489
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accounts payable and accrued expenses	Accounts payable and accrued expenses
Less: Current operating lease obligations	$ 7,600	$ 7,079
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other accrued expenses and liabilities	Other accrued expenses and liabilities
Non-current operating lease liabilities	$ 24,264	$ 26,930

LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Long-term operating leases	$ 2,441	$ 1,862	$ 4,280	$ 3,574
Short-term operating leases	558	473	1,112	845
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 251	$ 766	$ 922	$ 852

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
LEASES - Lease Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term, operating leases	6 years 6 months 25 days		6 years 6 months 25 days		6 years 8 months 15 days
Weighted average discount rate, operating leases	6.21%		6.21%		6.08%
Operating lease cost	$ 1,946	$ 1,559	$ 3,898	$ 3,036
Variable lease cost	$ 443	$ 306	$ 783	$ 625

LEASES - Payments Due (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Amount
2024 (excluding the six months ended June 30, 2024)	$ 4,671
2025	9,023
2026	5,379
2027	3,217
2028	2,813
Thereafter	14,765
Total future minimum lease payments	39,868
Less: Amount representing interest	8,004
Present value of future minimum lease payments	31,864
Less: Current operating lease obligations	7,600	$ 7,079
Long-term lease obligations	$ 24,264	$ 26,930

LEASES - Sales-type Lease (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Net investment in sales-type leases — current	$ 1,960	$ 810

BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands, $ in Millions						3 Months Ended						6 Months Ended
	May 01, 2023 USD ($)	Oct. 14, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 01, 2022 USD ($)	Mar. 01, 2022 AUD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 AUD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Feb. 28, 2024 USD ($)	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Deferred tax liabilities, net						$ 9,288						$ 9,288			$ 13,762
ecash Holdings Pty Limited
Business Acquisition [Line Items]
Cash consideration paid at closing				$ 15,000	$ 20.0
Payments for excess net working capital										$ 6,000	$ 8.7
Deferred taxes									$ 2,300
ecash Holdings Pty Limited \| Tranche One
Business Acquisition [Line Items]
Contingent consideration				$ 3,400	$ 5.0
Contingent consideration, final payment				1 year	1 year
ecash Holdings Pty Limited \| Tranche Two
Business Acquisition [Line Items]
Contingent consideration				$ 4,200	$ 6.5
Contingent consideration, final payment				2 years	2 years
Intuicode
Business Acquisition [Line Items]
Cash consideration paid at closing			$ 12,500
Business combination, consideration transferred, liabilities incurred			1,600
Final payment and deferred taxes						$ 200		$ 1,300
Intuicode \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Acquired business discount rate						0.05						0.05
Intuicode \| Business Combination, Contingent Consideration, Period One
Business Acquisition [Line Items]
Earn-out liability			$ 6,400
Revenue target anniversary			1 year
Intuicode \| Business Combination, Contingent Consideration, Period Two
Business Acquisition [Line Items]
Earn-out liability			$ 2,400
Revenue target anniversary			2 years
Venuetize, Inc.
Business Acquisition [Line Items]
Cash consideration paid at closing		$ 18,200
Earn-out liability		1,800
Business combination, consideration transfer		$ 1,000
Deferred tax liabilities, net															$ 1,200
Venuetize, Inc. \| Measurement Input, Discount Rate
Business Acquisition [Line Items]
Acquired business discount rate						0.07						0.07
Venuetize, Inc. \| Business Combination, Contingent Consideration, Period One
Business Acquisition [Line Items]
Revenue target anniversary		12 months
Venuetize, Inc. \| Business Combination, Contingent Consideration, Period Two
Business Acquisition [Line Items]
Revenue target anniversary		24 months
Venuetize, Inc. \| Business Combination, Contingent Consideration, Period Three
Business Acquisition [Line Items]
Revenue target anniversary		30 months
VKGS LLC
Business Acquisition [Line Items]
Cash consideration paid at closing	$ 61,000
Earn-out liability	$ 200
Revenue target anniversary	18 months
Additional net working capital payment							$ 300
Pro forma revenue								211,000					$ 418,400
Pro forma net income								$ 27,300					$ 55,300
Global Gaming And Play Ditial Business
Business Acquisition [Line Items]
Transaction costs						$ 1,400						$ 15,800
Employee retention costs						$ 4,100						$ 5,400
Debt Commitment Letter
Business Acquisition [Line Items]
Principal amount of debt														$ 3,700,000
Debt Commitment Revolver
Business Acquisition [Line Items]
Principal amount of debt														$ 800,000
IGT Shareholders \| Global Gaming And Play Ditial Business
Business Acquisition [Line Items]
Ownership percentage														54.00%
Everi Exisitng Shareholders \| Global Gaming And Play Ditial Business
Business Acquisition [Line Items]
Ownership percentage														46.00%

FUNDING AGREEMENTS (Details) - Indemnification Guarantee - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Contract Cash Solutions Agreement
Funding Agreements
Cash usage fees incurred	$ 4,800,000	$ 5,900,000	$ 9,600,000	$ 10,200,000
Outstanding balance	333,000,000.0		333,000,000.0		$ 388,500,000
Contract Cash Solutions Agreement, as amended
Funding Agreements
Maximum amount	$ 450,000,000		$ 450,000,000
Renewal period			1 year
Non-renewal notice period			90 days

TRADE AND OTHER RECEIVABLES - Schedule of Components of Trade and Other Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Trade and other receivables, net
Contract assets	$ 32,317	$ 26,635
Other receivables	6,485	4,474
Total trade and other receivables, net	139,823	136,948
Non-current portion of receivables	34,996	29,015
Contract assets	16,253	12,984
Total trade and other receivables, current portion	104,827	107,933
Gaming operations
Trade and other receivables, net
Trade receivables, net	59,051	66,044
Non-current portion of receivables	1,415	480
FinTech
Trade and other receivables, net
Trade receivables, net	41,970	39,795
Non-current portion of receivables	$ 17,328	$ 15,551

TRADE AND OTHER RECEIVABLES - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning allowance for credit losses	$ (5,210)	$ (4,855)
Provision	(5,499)	(5,591)
Charge-offs, net of recoveries	5,548	5,389
Ending allowance for credit losses	$ (5,161)	$ (5,057)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory
Component parts	$ 63,003	$ 59,632
Work-in-progress	1,980	1,147
Finished goods	16,465	9,845
Total inventory	$ 81,448	$ 70,624

PROPERTY AND EQUIPMENT - Schedule of Components of Property, Equipment and Leased Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Cost	$ 480,733		$ 480,733		$ 463,863
Accumulated Depreciation	307,579		307,579		311,159
Net Book Value	173,154		173,154		152,704
Depreciation	19,727	$ 19,522	39,678	$ 38,471
Rental pool - deployed
Property, Plant and Equipment [Line Items]
Cost	312,956		312,956		308,438
Accumulated Depreciation	205,125		205,125		218,110
Net Book Value	$ 107,831		$ 107,831		90,328
Rental pool - deployed \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	2 years		2 years
Rental pool - deployed \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Rental pool - undeployed
Property, Plant and Equipment [Line Items]
Cost	$ 47,390		$ 47,390		39,578
Accumulated Depreciation	33,076		33,076		29,770
Net Book Value	$ 14,314		$ 14,314		9,808
Rental pool - undeployed \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	2 years		2 years
Rental pool - undeployed \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Machinery, office, and other equipment
Property, Plant and Equipment [Line Items]
Cost	$ 68,652		$ 68,652		63,857
Accumulated Depreciation	40,901		40,901		36,481
Net Book Value	$ 27,751		$ 27,751		27,376
Machinery, office, and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	1 year		1 year
Machinery, office, and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years
Leasehold and building improvements
Property, Plant and Equipment [Line Items]
Cost	$ 19,858		$ 19,858		19,271
Accumulated Depreciation	5,876		5,876		4,887
Net Book Value	13,982		13,982		14,384
FinTech
Property, Plant and Equipment [Line Items]
Depreciation	2,725	$ 2,257	5,377	$ 4,967
FinTech \| Machinery, office, and other equipment
Property, Plant and Equipment [Line Items]
Cost	31,877		31,877		32,719
Accumulated Depreciation	22,601		22,601		21,911
Net Book Value	$ 9,276		$ 9,276		$ 10,808
FinTech \| Machinery, office, and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	1 year		1 year
FinTech \| Machinery, office, and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years		5 years

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 737,472		$ 737,472		$ 737,804
Amortization	$ 16,170	$ 14,173	$ 31,679	$ 28,537

GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Cost	$ 898,433	$ 873,886
Accumulated Amortization	673,689	639,748
Net Book Value	224,744	234,138
Contract rights under placement fee agreements
Finite-Lived Intangible Assets [Line Items]
Cost	57,821	57,821
Accumulated Amortization	26,262	21,592
Net Book Value	$ 31,559	36,229
Contract rights under placement fee agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Contract rights under placement fee agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	7 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 337,696	337,829
Accumulated Amortization	266,331	255,972
Net Book Value	$ 71,365	81,857
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	3 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	14 years
Developed technology and software
Finite-Lived Intangible Assets [Line Items]
Cost	$ 478,146	453,453
Accumulated Amortization	358,530	340,286
Net Book Value	$ 119,616	113,167
Developed technology and software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	1 year
Developed technology and software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	7 years
Patents, trademarks, and other
Finite-Lived Intangible Assets [Line Items]
Cost	$ 24,770	24,783
Accumulated Amortization	22,566	21,898
Net Book Value	$ 2,204	$ 2,885
Patents, trademarks, and other \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	2 years
Patents, trademarks, and other \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life (Years)	18 years

LONG-TERM DEBT - Schedule of Outstanding Indebtedness (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Aug. 03, 2021
Debt Instrument [Line Items]
Total debt	$ 980,500,000	$ 986,500,000
Debt issuance costs and discount	(10,800,000)	(12,035,000)
Total debt after debt issuance costs and discount	969,700,000	974,465,000
Current portion of long-term debt	(3,000,000)	(6,000,000)
Total long-term debt, net of current portion	966,700,000	968,465,000
Senior secured notes \| New Revolver
Debt Instrument [Line Items]
Principal amount of debt	$ 600,000,000	600,000,000	$ 600,000,000
Basis spread	2.50%
Revolving credit facility \| New Revolver
Debt Instrument [Line Items]
Total debt	$ 0	0
Principal amount of debt	$ 125,000,000
Basis spread	2.50%
Senior secured notes
Debt Instrument [Line Items]
Total debt	$ 580,500,000	586,500,000
Senior secured notes \| Senior secured notes \| New Revolver
Debt Instrument [Line Items]
Total debt	580,500,000	586,500,000
Senior unsecured notes \| 2021 Unsecured Notes
Debt Instrument [Line Items]
Total debt	400,000,000	400,000,000
Principal amount of debt	$ 400,000,000	$ 400,000,000
Interest rate	5.00%

LONG-TERM DEBT - Narrative (Details)		3 Months Ended	6 Months Ended
LONG-TERM DEBT - Narrative (Details)	Aug. 03, 2021 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Senior unsecured notes \| FinTech Segment
Debt Instrument [Line Items]
Principal amount of debt		$ 400,000,000.0	$ 400,000,000.0
New Credit Facilities
Debt Instrument [Line Items]
Basis spread, period one (as a percent)	0.10%
Basis spread, period two (as a percent)	0.30%
Basis spread, period three (as a percent)	0.40%
New Credit Facilities \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Floor interest rate	0.50%
Basis spread	2.50%
New Credit Facilities \| Base Rate
Debt Instrument [Line Items]
Basis spread	1.50%
2017 Unsecured Notes \| Senior unsecured notes
Debt Instrument [Line Items]
Interest rate		5.00%	5.00%
Senior secured notes \| New Revolver
Debt Instrument [Line Items]
Debt term	7 years
Principal amount of debt	$ 600,000,000	$ 600,000,000	$ 600,000,000	$ 600,000,000
Percentage of par amount issued	0.9975
Basis spread			2.50%
Revolving credit facility \| New Revolver
Debt Instrument [Line Items]
Principal amount of debt		$ 125,000,000	$ 125,000,000
Maximum borrowing capacity	$ 125,000,000
Basis spread			2.50%
Senior secured term loan facility \| New Credit Agreement, dated May 9, 2017
Debt Instrument [Line Items]
Weighted average interest rate during period		7.94%	7.95%

STOCKHOLDERS' EQUITY (Details) - USD ($) shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
	May 02, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 03, 2023
Stockholders' Equity Note [Abstract]
Stock repurchase program, authorized amount						$ 180.0
Stock repurchase program, period in force				18 months
Repurchase of shares	$ 100.0
Treasury stock acquired (in shares)		0.0	2.7	0.0	2.7

WEIGHTED AVERAGE SHARES OF COMMON STOCK - Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Weighted average shares
Weighted average number of common shares outstanding - basic (in shares)	84,515	88,213	84,146	88,866
Potential dilution from equity awards (in shares)	2,615	5,259	3,062	5,842
Weighted average number of common shares outstanding - diluted (in shares)	87,130	93,472	87,208	94,708
Anti-dilutive equity awards excluded from computation of earnings per share (in shares)	2,100	300	1,700	200

SHARE-BASED COMPENSATION - Summary of Award Activity (Details) shares in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024 shares	Jun. 30, 2024 shares
Stock Options
Stock Options
Outstanding (in shares)		4,804
Granted (in shares)		109
Exercised options (in shares)		(648)
Canceled or forfeited (in shares)		(13)
Outstanding (in shares)	4,252	4,252
Restricted Stock Units
Restricted Stock Units
Outstanding (in shares)		2,464
Granted (in shares)		1,473
Vested (in shares)		(751)
Canceled or forfeited (in shares)		(43)
Outstanding (in shares)	3,143	3,143
Common Stock
Restricted Stock Units
Number of shares available for grant (in shares)	4,200	4,200
Number of additional shares approved	3,600

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	19.70%	17.30%	21.00%	17.50%
Statutory federal rate	21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits	$ 4.9		$ 4.9

SEGMENT INFORMATION - Revenues, Operating Income, and Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenues
Total revenues	$ 191,190	$ 208,717	$ 380,536	$ 409,189
Costs and expenses
Operating expenses	66,367	61,390	139,981	120,582
Research and development	19,986	16,637	39,296	32,733
Depreciation	19,727	19,522	39,678	38,471
Amortization	16,170	14,173	31,679	28,537
Total costs and expenses	161,129	155,445	325,723	303,871
Operating income	30,061	53,272	54,813	105,318
Total assets
Total assets	2,084,208		2,084,208		$ 2,123,870
Games
Revenues
Total revenues	97,671	113,132	194,793	220,506
Costs and expenses
Total cost of revenues	25,102	28,529	48,677	55,584
Operating expenses	24,617	20,896	57,969	41,768
Research and development	12,683	11,172	24,474	21,825
Depreciation	17,002	17,265	34,301	33,504
Amortization	11,882	10,875	23,294	21,151
Total costs and expenses	91,286	88,737	188,715	173,832
Operating income	6,385	24,395	6,078	46,674
Total assets
Total assets	945,670		945,670		931,322
Accretion of contract rights	2,300	4,700	2,300	4,700
Transaction costs	1,200		15,300
Employee retention costs	2,100		2,800
Severance costs	700	300	700	300
Games \| Gaming operations
Revenues
Total revenues	71,936	77,781	144,558	153,090
Costs and expenses
Total cost of revenues	9,836	8,388	19,351	15,194
Games \| Gaming equipment and systems
Revenues
Total revenues	25,735	35,351	50,235	67,416
Costs and expenses
Total cost of revenues	15,266	20,141	29,326	40,390
FinTech
Revenues
Total revenues	93,519	95,585	185,743	188,683
Costs and expenses
Total cost of revenues	13,777	15,194	26,412	27,964
Operating expenses	41,750	40,494	82,012	78,814
Research and development	7,303	5,465	14,822	10,908
Depreciation	2,725	2,257	5,377	4,967
Amortization	4,288	3,298	8,385	7,386
Total costs and expenses	69,843	66,708	137,008	130,039
Operating income	23,676	28,877	48,735	58,644
Total assets
Total assets	1,138,538		1,138,538		$ 1,192,548
Transaction costs	200		500
Employee retention costs	2,000		2,600
Severance costs	100	900	100	900
Other legal fees and expenses (benefit)	100	100	100	(100)
FinTech \| Financial access services
Revenues
Total revenues	57,533	55,660	114,952	111,874
Costs and expenses
Total cost of revenues	2,465	2,697	5,162	5,596
FinTech \| Software and other
Revenues
Total revenues	24,750	23,995	50,526	48,210
Costs and expenses
Total cost of revenues	3,485	1,923	6,617	3,346
FinTech \| Hardware
Revenues
Total revenues	11,236	15,930	20,265	28,599
Costs and expenses
Total cost of revenues	$ 7,827	$ 10,574	$ 14,633	$ 19,022

SEGMENT INFORMATION - Major Customers (Details)	3 Months Ended		6 Months Ended
SEGMENT INFORMATION - Major Customers (Details)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Five largest customers \| Customer risk \| Revenue from Contract with Customer
Revenue, Major Customer [Line Items]
Concentration risk, percentage	13.00%	12.00%	13.00%	12.00%

SUBSEQUENT EVENTS (Details) - Subsequent Event - International Game Technology PLC $ / shares in Units, $ in Millions	Jul. 26, 2024 USD ($) $ / shares
Subsequent Event [Line Items]
Share price (in dollars per share) \| $ / shares	$ 14.25
Proceeds from fees received	$ 4,050
Buyer aggregate amount	2,300
Principal amount of debt	4,325
Revolving credit facility
Subsequent Event [Line Items]
Principal amount of debt	$ 750

Everi (NYSE:EVRI)
過去株価チャート
から 7 2024 まで 8 2024

Everiのチャートをもっと見るにはこちらをクリック

Everi (NYSE:EVRI)
過去株価チャート
から 8 2023 まで 8 2024

Everiのチャートをもっと見るにはこちらをクリック

ニュース - Everi Holdings Inc

Form 4 - Statement of changes in beneficial ownership of securities
火曜日 13年8月2024日 (4時間前) • Edgar (US Regulatory)

Form 4 - Statement of changes in beneficial ownership of securities
火曜日 13年8月2024日 (4時間前) • Edgar (US Regulatory)

Form 144 - Report of proposed sale of securities
金曜日 9年8月2024日 (4日前) • Edgar (US Regulatory)

Form 144 - Report of proposed sale of securities
金曜日 9年8月2024日 (4日前) • Edgar (US Regulatory)

Form 10-Q - Quarterly report [Sections 13 or 15(d)]
木曜日 8年8月2024日 (5日前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 3年8月2024日 (1週前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

Form 8-K - Current report
土曜日 27年7月2024日 (2週前) • Edgar (US Regulatory)

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