SEC Form 10-Q filed by Everi Holdings Inc.
$EVRI
Services-Misc. Amusement & Recreation
Consumer Discretionary
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 March 31, 2025
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (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 | ||||||
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.
| ☒ | 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 May 6, 2025, there were 86,856,253 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 months ended March 31, 2025 and 2024 | ||||||||||||||
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 | ||||||||||||||
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 | ||||||||||||||
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 | ||||||||||||||
| 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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | |||||||||||
| Games revenues | |||||||||||
| Gaming operations | $ | $ | |||||||||
| Gaming equipment and systems | |||||||||||
| Games total revenues | |||||||||||
| FinTech revenues | |||||||||||
| Financial access services | |||||||||||
| Software and other | |||||||||||
| Hardware | |||||||||||
| FinTech total revenues | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses | |||||||||||
Games cost of revenues(1) | |||||||||||
| Gaming operations | |||||||||||
| Gaming equipment and systems | |||||||||||
| Games total cost of revenues | |||||||||||
FinTech cost of revenues(1) | |||||||||||
| Financial access services | |||||||||||
| Software and other | |||||||||||
| Hardware | |||||||||||
| FinTech total cost of revenues | |||||||||||
| Operating expenses | |||||||||||
| Research and development | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Total costs and expenses | |||||||||||
| Operating income | |||||||||||
| Other expenses | |||||||||||
| Interest expense, net of interest income | |||||||||||
| Total other expenses | |||||||||||
| Income before income tax | |||||||||||
| Income tax provision | |||||||||||
| Net income | |||||||||||
| Foreign currency translation gain (loss) | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Earnings per share | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common shares outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
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 March 31, | At December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Settlement receivables | |||||||||||
Trade and other receivables, net of allowances for credit losses of $ | |||||||||||
Inventory | |||||||||||
Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Non-current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other receivables | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Settlement liabilities | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Other accrued expenses and liabilities | |||||||||||
| Total non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Stockholders’ equity | |||||||||||
Convertible preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
5
EVERI HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Amortization of financing costs and discounts | |||||||||||
| Loss on sale or disposal of assets | |||||||||||
| Accretion of contract rights | |||||||||||
| Provision for credit losses | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Reserve for inventory obsolescence | |||||||||||
| Stock-based compensation | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Settlement receivables | |||||||||||
| Trade and other receivables | ( | ||||||||||
| Inventory | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Settlement liabilities | ( | ||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Repayments of term loan | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
Treasury stock - equity award activities, net of shares withheld | ( | ||||||||||
Payment of deferred acquisition consideration | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ||||||||||
| Cash, cash equivalents and restricted cash | |||||||||||
| Net increase for the period | |||||||||||
| Balance, beginning of the period | |||||||||||
| Balance, end of the period | $ | $ | |||||||||
| Supplemental cash disclosures | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
Cash received for interest | |||||||||||
| Cash paid (refunded) for income tax, net | ( | ||||||||||
| Supplemental non-cash disclosures | |||||||||||
| Accrued and unpaid capital expenditures | $ | $ | |||||||||
| Transfer of leased gaming equipment to inventory | |||||||||||
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, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Exercise of options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Restricted stock vesting | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Exercise of options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Restricted stock vesting, net of shares withheld | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
7
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: (i) 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; (ii) accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; (iii) self-service loyalty tools and promotion management software; (iv) compliance, audit, and data software; (v) casino credit data and reporting services; (vi) marketing and promotional offering subscription-based services; and (vii) other ancillary offerings.
8
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 months ended March 31, 2025 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, 2024 (the “Annual Report”).
Restricted Cash
| Classification on our Balance Sheets | At March 31, 2025 | At December 31, 2024 | |||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | $ | ||||||||||||||
| Restricted cash - current | |||||||||||||||||
| Restricted cash - non-current | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
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.
9
The estimated fair value and outstanding balances of our borrowings are as follows (amounts in thousands):
| Level of Hierarchy | Fair Value | Outstanding Balance | |||||||||||||||
| March 31, 2025 | |||||||||||||||||
$ | 2 | $ | $ | ||||||||||||||
$ | 2 | $ | $ | ||||||||||||||
| December 31, 2024 | |||||||||||||||||
$ | 2 | $ | $ | ||||||||||||||
$ | 2 | $ | $ | ||||||||||||||
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 or financial condition for any period presented.
Recent Accounting Guidance
Recently Adopted Accounting Guidance
None.
Recent Accounting Guidance Not Yet Adopted
| Standard | Description | Date of Planned Adoption | Effect on Financial Statements | ||||||||
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. | December 31, 2025 | We are currently evaluating the effect of adopting this ASU on our Financial Statements. | ||||||||
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. | December 31, 2027 | We are currently evaluating the effect of adopting this ASU on our Financial Statements. | ||||||||
As of March 31, 2025, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our Financial Statements.
10
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):
| 2025 | 2024 | |||||||||||||
Contract assets(1) | ||||||||||||||
Balance, January 1 | $ | $ | ||||||||||||
| Balance, March 31 | ||||||||||||||
(Decrease) increase | $ | ( | $ | |||||||||||
Contract liabilities(2) | ||||||||||||||
Balance, January 1 | $ | $ | ||||||||||||
| Balance, March 31 | ||||||||||||||
(Decrease) increase | $ | ( | $ | |||||||||||
1.Contract assets are included within prepaid expenses and other current assets and other assets on our Balance Sheets.
2.Contract liabilities are included within accounts payable and accrued expenses and other accrued expenses and liabilities on our Balance Sheets.
We recognized approximately $21.7 million and $15.9 million in revenue that was included in the beginning contract liabilities balance during the three months ended March 31, 2025 and 2024, respectively.
11
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 $41.6 million and $46.4 million for the three months ended March 31, 2025 and 2024, 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: (i) 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; (ii) accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; (iii) self-service loyalty tools and promotion management software; (iv) compliance, audit, and data software; (v) casino credit data and reporting services; (vi) marketing and promotional offering subscription-based services; and (vii) 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 and loyalty kiosk and related equipment sales contracts accounted for under ASC 842 during the three months ended March 31, 2025 and 2024, respectively.
4. LEASES
Lessee
Supplemental balance sheet information related to our operating leases is as follows (in thousands):
| Classification on our Balance Sheets | At March 31, 2025 | At December 31, 2024 | ||||||||||||||||||
| Assets | ||||||||||||||||||||
Operating lease right-of-use assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current operating lease liabilities | $ | $ | ||||||||||||||||||
| Non-current operating lease liabilities | $ | $ | ||||||||||||||||||
12
Supplemental cash flows information related to leases is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for: | |||||||||||
| Long-term operating leases | $ | $ | |||||||||
| Short-term operating leases | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
Operating leases | $ | $ | |||||||||
Other information related to lease terms and discount rates is as follows:
| At March 31, 2025 | At December 31, 2024 | |||||||||||||
Weighted average remaining lease term (in years): | ||||||||||||||
| Operating leases | ||||||||||||||
Weighted average discount rate: | ||||||||||||||
| Operating leases | % | % | ||||||||||||
Components of lease expense are as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Operating lease cost: | |||||||||||
Operating lease cost | $ | $ | |||||||||
| Variable lease cost | $ | $ | |||||||||
Maturities of lease liabilities are summarized as follows as of March 31, 2025 (in thousands):
| Year Ending December 31, | Amount | |||||||
2025 (excluding the three months ended March 31, 2025) | $ | |||||||
2026 | ||||||||
2027 | ||||||||
2028 | ||||||||
2029 | ||||||||
| Thereafter | ||||||||
| Total future minimum lease payments | ||||||||
| Less: Amount representing interest | ||||||||
| Present value of future minimum lease payments | ||||||||
| Less: Current operating lease obligations | ||||||||
| Long-term lease obligations | $ | |||||||
13
Lessor
Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):
| Classification on our Balance Sheets | At March 31, 2025 | At December 31, 2024 | ||||||||||||||||||
| Assets | ||||||||||||||||||||
| Net investment in sales-type leases — current | Trade and other receivables, net | $ | $ | |||||||||||||||||
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 & Digital business (“IGT Gaming”), with the Company acquiring IGT Gaming in a series of transactions (the “Original Proposed Transaction”). Upon the closing of the Original 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.
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 Original Proposed Transaction, subject to the satisfaction of certain customary closing conditions including the consummation of the Original Proposed Transaction described above.
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 Gaming and Everi will be simultaneously acquired by Buyer in an all-cash transaction (the “Proposed Transaction”). Following the closing of the Proposed Transaction, 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 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 $4.1 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. In addition, on July 26, 2024, immediately prior to and in connection with the entry into the definitive agreements for the Proposed Transaction, each of the definitive agreements for the Original 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.
14
Buyer has obtained equity financing commitments and debt financing commitments for the purpose of funding the 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 $2.3 billion, 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 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 $4.3 billion, together with a committed revolving credit facility in an aggregate principal amount of up to $0.8 billion, to Buyer for the purpose of funding the Proposed Transaction, subject to the terms and conditions set forth in the debt commitment letter and any related fee letter. In addition, De Agostini S.p.A., a società per azioni organization under the laws of Italy and the controlling shareholder of IGT (“De Agostini”), has entered into a letter agreement with an affiliate of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer.
In connection with the Proposed Transaction, we incurred transaction costs of approximately $0.4 million during the three months ended March 31, 2025, and employee retention costs of approximately $4.7 million during the three months ended March 31, 2025, which are included within operating expenses on our Statements of Operations.
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. Contractually, 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. 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 on our Balance Sheets. The change in fair value of the contingent consideration during the period ended March 31, 2025 was not material.
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 usage fees, reflected as interest expense on our Statements of Operations, were approximately $3.6 million and $4.8 million for the three months ended March 31, 2025 and 2024, 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 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 balance of funds provided in connection with this arrangement were approximately $258.4 million and $379.3 million as of March 31, 2025 and December 31, 2024, respectively.
We are responsible for any loss 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 months ended March 31, 2025 and 2024, respectively.
15
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, our net investment in sales-type leases and other miscellaneous receivables.
The balance of trade and other receivables consisted of the following (in thousands):
| At March 31, | At December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Trade and other receivables, net | |||||||||||
| Games trade and loans receivable | $ | $ | |||||||||
FinTech trade and loans receivable | |||||||||||
| Other receivables | |||||||||||
| Total trade and other receivables, net | |||||||||||
| Non-current portion of receivables | |||||||||||
| Games trade and loans receivable | |||||||||||
FinTech trade and loans receivable | |||||||||||
| Total non-current portion of receivables | |||||||||||
| Total trade and other receivables, current portion | $ | $ | |||||||||
Allowance for Credit Losses
The activity in our allowance for credit losses for the three months ended March 31, 2025 and 2024 is as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Beginning allowance for credit losses | $ | ( | $ | ( | |||||||
| Provision | ( | ( | |||||||||
| Charge-offs, net of recoveries | |||||||||||
| Ending allowance for credit losses | $ | ( | $ | ( | |||||||
16
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. Our inventory is stated at the lower of cost or net realizable value.
Inventory consisted of the following (in thousands):
| At March 31, | At December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Inventory | |||||||||||
| Component parts | $ | $ | |||||||||
| Work-in-progress | |||||||||||
| Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
9. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
| At March 31, 2025 | At December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Useful Life (Years) | Cost | Accumulated Depreciation | Net Book Value | Cost | Accumulated Depreciation | Net Book Value | |||||||||||||||||||||||||||||||||||
| Property and equipment | |||||||||||||||||||||||||||||||||||||||||
| Rental pool - deployed | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Rental pool - undeployed | |||||||||||||||||||||||||||||||||||||||||
| FinTech equipment | |||||||||||||||||||||||||||||||||||||||||
| Leasehold and building improvements | Lease Term | ||||||||||||||||||||||||||||||||||||||||
| Machinery, office, and other equipment | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Depreciation expense related to property and equipment totaled approximately $21.5 million and $20.0 million for the three months ended March 31, 2025 and 2024, respectively.
During the first quarter of 2025, we determined that certain returned, end-of-life electronic gaming devices reflected in our Games segment were not likely to be re-deployed, primarily due to increased demand for our newer gaming devices, together with uncertainty in light of the Proposed Transaction discussed in “Note 5 — Business Combinations.” As a result, we shortened the remaining useful lives of these returned, end-of-life, electronic gaming devices and recorded additional depreciation expense of approximately $1.0 million, which was included within depreciation expense on our Statements of Operations.
17
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 $736.6 million and $736.5 million as of March 31, 2025 and December 31, 2024, respectively.
Other Intangible Assets
Other intangible assets consist of the following (in thousands):
| At March 31, 2025 | At December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Useful Life (Years) | Cost | Accumulated Amortization | Net Book Value | Cost | Accumulated Amortization | Net Book Value | |||||||||||||||||||||||||||||||||||
| Other intangible assets | |||||||||||||||||||||||||||||||||||||||||
| Contract rights under placement fee agreements | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||||||||||||||||||||
| Developed technology and software | |||||||||||||||||||||||||||||||||||||||||
| Patents, trademarks, and other | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Amortization expense related to other intangible assets was approximately $16.4 million and $15.5 million for the three months ended March 31, 2025 and 2024, respectively.
11. LONG-TERM DEBT
The following table summarizes our indebtedness (in thousands):
| Maturity | Interest | At March 31, | At December 31, | |||||||||||||||||||||||
| Date | Rate | 2025 | 2024 | |||||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||||||||
$ | 2028 | SOFR+CSA+ | $ | $ | ||||||||||||||||||||||
$ | 2026 | SOFR+CSA+ | ||||||||||||||||||||||||
| Senior secured credit facilities | ||||||||||||||||||||||||||
$ | 2029 | |||||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||
| Debt issuance costs and discount | ( | ( | ||||||||||||||||||||||||
Total debt after debt issuance costs and discount | ||||||||||||||||||||||||||
| Current portion of long-term debt | ||||||||||||||||||||||||||
| Total long-term debt, net of current portion | $ | $ | ||||||||||||||||||||||||
18
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 March 31, 2025.
The weighted average interest rate on the Term Loan was 6.95 % for the three months ended March 31, 2025.
Senior Unsecured Notes
Our senior unsecured notes issued in 2021 (the “2021 Unsecured Notes”) due in 2029, have an outstanding balance of $400.0 million as of March 31, 2025, for which interest accrues 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 March 31, 2025.
19
12. COMMITMENTS AND CONTINGENCIES
We are involved in various legal proceedings in the ordinary course of our business. In addition, following the announcement of the Proposed Transaction, three purported stockholders of Everi filed complaints alleging that the definitive proxy statement for the Special Meeting of Everi stockholders omitted or misstated material information with respect to the Proposed Transaction and seeking supplemental disclosures and other equitable and legal relief. The complaints are entitled Clancy v. Everi Holdings Inc., et al., No. 1:24-cv-07255-AS (S.D.N.Y. filed Sept. 25, 2024), Marino v. Everi Holdings Inc., et al., No. 655650/2024 (N.Y. S. Ct. filed Oct. 24, 2024) and Miller v. Everi Holdings Inc., et al., No. 655654/2024 (N.Y. S. Ct. filed Oct. 25, 2024) (the “Complaints”). Thirteen other purported stockholders of Everi have sent demand letters to the Company making allegations and demands similar to those in the Complaints. On November 26, 2024, the Clancy case was voluntarily dismissed. The remaining matters, Marion and Miller, were never served upon Everi. Counsel for Clancy and counsel for two of the purported stockholders who sent demand letters have requested mootness fees; to date, no negotiations over mootness fees have taken place. 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.
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. This case is currently on the court’s October 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.
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 court has set this matter for trial beginning June 18, 2025. 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,” installment payments under our purchase agreements discussed in “Note 5 — Business Combinations,” and debt obligations discussed in “Note 11 — Long-Term Debt.”
20
13. STOCKHOLDERS’ EQUITY
We currently have no active share repurchase programs that have been authorized and approved by our Board of Directors.
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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average shares | |||||||||||
| Weighted average number of common shares outstanding - basic | |||||||||||
Potential dilution from equity awards(1) | |||||||||||
Weighted average number of common shares outstanding - diluted(1) | |||||||||||
1.There were 0.2 million and 1.7 million shares that were anti-dilutive under the treasury stock method for the three months ended March 31, 2025 and 2024, 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, 2024 | |||||||||||
| Granted | |||||||||||
| Exercised options or vested shares | ( | ( | |||||||||
| Canceled or forfeited | ( | ( | |||||||||
| Outstanding, March 31, 2025 | |||||||||||
There were approximately 4.7 million awards of our common stock available for future equity grants under our existing equity incentive plan as of March 31, 2025.
16. INCOME TAXES
The income tax provision for the three months ended March 31, 2025 reflected an effective income tax rate of 10.0 %, which was less than the statutory federal rate of 21.0 %, primarily due to a research credit, partially offset by the impact of lower book income, state taxes, compensation deduction limitations and a valuation allowance on certain deferred tax assets. The income tax provision for the three months ended March 31, 2024 reflected an effective income tax rate of 23.5 %, which was greater than the statutory federal rate of 21.0 %, primarily due to state taxes and a valuation allowance on certain deferred tax assets, partially offset by a research credit.
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 March 31, 2025, we recorded approximately
21
$5.9 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.
22
The following tables present segment information (in thousands)*:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Games | |||||||||||
| Revenues | |||||||||||
Gaming operations(1) | $ | $ | |||||||||
| Gaming equipment and systems | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses | |||||||||||
Cost of revenues(2) | |||||||||||
| Gaming operations | |||||||||||
| Gaming equipment and systems | |||||||||||
| Total cost of revenues | |||||||||||
Operating expenses(3) (4) (5) (6) (7) (8) | |||||||||||
| Research and development | |||||||||||
Depreciation(9) | |||||||||||
| Amortization | |||||||||||
| Total costs and expenses | |||||||||||
| Operating loss | $ | ( | $ | ( | |||||||
1.Includes the accretion of contract rights of approximately $2.3
2.Excludes depreciation and amortization.
3.Includes approximately $0.1 million of transaction costs related to the Proposed Transaction for the three months ended March 31, 2025.
4.Includes approximately $14.1 million of transaction costs related to the Original Proposed Transaction for the three months ended March 31, 2024.
5.Includes approximately $2.7 million of employee retention costs for the Proposed Transaction for the three months ended March 31, 2025.
6.Includes approximately $0.7 million of employee retention costs for the Original Proposed Transaction for the three months ended March 31, 2024.
7.Includes approximately $0.1 million of severance costs related to the realignment of certain employee functions within the Games business for the three months ended March 31, 2025.
8.Includes approximately $0.1
9.Includes approximately $1.0 million of additional depreciation expense for certain end-of-life electronic gaming devices returned from our install base for the three months ended March 31, 2025.
* Rounding may cause variances.
23
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| FinTech | |||||||||||
| Revenues | |||||||||||
| Financial access services | $ | $ | |||||||||
| Software and other | |||||||||||
| Hardware | |||||||||||
| Total revenues | |||||||||||
| Costs and expenses | |||||||||||
Cost of revenues(1) | |||||||||||
| Financial access services | |||||||||||
| Software and other | |||||||||||
| Hardware | |||||||||||
| Total cost of revenues | |||||||||||
Operating expenses(2) (3) (4) (5) (6) (7) | |||||||||||
| Research and development | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Total costs and expenses | |||||||||||
| Operating income | $ | $ | |||||||||
1.Excludes depreciation and amortization.
2.Includes approximately $0.3 million of transaction costs related to the Proposed Transaction for the three months ended March 31, 2025.
3.Includes approximately $0.3 million of transaction costs related to the Original Proposed Transaction for the three months ended March 31, 2024.
4.Includes approximately $2.0 million of employee retention costs for the Proposed Transaction for the three months ended March 31, 2025.
5.Includes approximately $0.6 million of employee retention costs for the Original Proposed Transaction for the three months ended March 31, 2024.
6.Includes approximately $0.1 million of severance costs related to the realignment of certain employee functions within the FinTech business for the three months ended March 31, 2025.
7.Includes approximately $0.2 million and $0.1 million in other professional fees and expenses primarily associated with litigation and other non-recurring professional fees for the three months ended March 31, 2025 and 2024, respectively.
* Rounding may cause variances.
24
The following tables present revenues, significant expense and measure of profit or loss segment information (in thousands):
For the Three Months Ended March 31, 2025 | ||||||||||||||||||||
Games | FinTech | Total | ||||||||||||||||||
| Revenues | $ | $ | $ | |||||||||||||||||
Less:(1) | ||||||||||||||||||||
Cost of revenues(2) | ||||||||||||||||||||
Payroll and related expense(3) | ||||||||||||||||||||
| Software license expense | ||||||||||||||||||||
| Occupancy and related expense | ||||||||||||||||||||
| Inventory and related expense | ||||||||||||||||||||
| Accounting, taxes and consulting expense | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Travel expense | ||||||||||||||||||||
| Legal and related expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||
Segment operating (loss) income | $ | ( | $ | $ | ||||||||||||||||
| Interest expense, net of interest income | ||||||||||||||||||||
Income before income tax | $ | |||||||||||||||||||
1.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
2.Cost of revenues excludes depreciation and amortization.
3.Payroll and related expense does not include amounts capitalized on our Balance Sheets or included within cost of revenues on our Statements of Operations.
4.Other segment items for each segment includes:
i.Games - Other miscellaneous expenses.
ii.FinTech - Other miscellaneous expenses.
25
For the Three Months Ended March 31, 2024 | ||||||||||||||||||||
Games | FinTech | Total | ||||||||||||||||||
| Revenues | $ | $ | $ | |||||||||||||||||
Less:(1) | ||||||||||||||||||||
Cost of revenues(2) | ||||||||||||||||||||
Payroll and related expense(3) | ||||||||||||||||||||
| Legal and related expense | ||||||||||||||||||||
| Software license expense | ||||||||||||||||||||
| Accounting, taxes and consulting expense | ||||||||||||||||||||
| Occupancy and related expense | ||||||||||||||||||||
| Inventory and related expense | ||||||||||||||||||||
| Travel expense | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
Other segment items(4) | ||||||||||||||||||||
Segment operating (loss) income | $ | ( | $ | $ | ||||||||||||||||
| Interest expense, net of interest income | ||||||||||||||||||||
Income before income tax | $ | |||||||||||||||||||
1.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
2.Cost of revenues excludes depreciation and amortization.
3.Payroll and related expense does not include amounts capitalized on our Balance Sheets or included within cost of revenues on our Statements of Operations.
4.Other segment items for each segment includes:
i.Games - Other miscellaneous expenses.
ii.FinTech - Other miscellaneous expenses.
Measurement and Uses of Reported Segment Profit or Loss
The accounting policies of our segments are the same as those described in the summary of significant accounting policies. The CODM evaluates the performance of our operating segments based on segment operating income or loss.
The CODM makes use of segment operating income or loss predominantly in the annual budget and forecasting process when making decisions about allocating capital and personnel to our segments.
26
The following table presents segment information (in thousands):
| At March 31, | At December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Total assets | |||||||||||
| Games | $ | $ | |||||||||
| FinTech | |||||||||||
| Total assets | $ | $ | |||||||||
Major Customers. No single customer accounted for more than 10% of our revenues for the three months ended March 31, 2025 and 2024, respectively. Our five largest customers accounted for approximately 13.2 % and 13.0 % of our revenues for the three months ended March 31, 2025 and 2024, respectively.
18. SUBSEQUENT EVENTS
As of the filing date, we had not identified, and were not aware of, any subsequent events for the period.
27
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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995, as do other materials or oral statements we release to the public. 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 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 Proposed Transaction, including the anticipated timing of the closing of the 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 (including litigation in connection with the Proposed Transaction) 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
28
integrate and operate such acquisitions or alliances consistent with our forecasts in order to achieve future 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 and tariffs; changes in gaming regulatory, financial regulatory, legal, card association, and statutory requirements; the impact of evolving legal and regulatory 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 Proposed Transaction will not for any reason be satisfied (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the Proposed Transaction; negative effects of the announcement or failure to consummate the 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 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 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 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 Proposed Transaction and the diversion of Everi management’s attention from its ongoing business); failure to consummate or delay in consummating the 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, 2024 (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.
29
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 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: (i) 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; (ii) accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; (iii) self-service loyalty tools and promotion management software; (iv) compliance, audit, and data software; (v) casino credit data and reporting services; (vi) marketing and promotional offering subscription-based services; and (vii) 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 2025, we determined that certain returned, end-of-life electronic gaming devices reflected in our Games segment were not likely to be re-deployed, primarily due to increased competition and demand for newer machines, together with uncertainty in light of the Proposed Transaction discussed in “Note 5 — Business Combinations” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q. As a result, we shortened the remaining useful lives of these returned, end-of-life, electronic gaming devices and recorded additional depreciation expense of approximately $1.0 million, which was included within depreciation expense on our Statements of Operations.
•During the third quarter of 2024, the Company entered into definitive agreements with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“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
30
with Buyer, the “Buyer Parties”), whereby we and IGT’s Gaming & Digital business (“IGT Gaming”) are expected to be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc., in an all-cash transaction (the “Proposed Transaction”). In connection with the Proposed Transaction, we incurred transaction costs of approximately $0.4 million during the three months ended March 31, 2025, and employee retention costs of approximately $4.7 million during the three months ended March 31, 2025, which are included within operating expenses on our Statements of Operations. For additional information, see “Note 5 — Business Combinations” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.
•During the first quarter of 2024, we entered into definitive agreements with, among others, IGT pursuant to which IGT agreed to spin-off a newly created subsidiary, which would own IGT Gaming, with the Company acquiring IGT Gaming in a series of transactions (the “Original Proposed Transaction”). In connection with the Original Proposed Transaction, we incurred transaction costs of approximately $14.4 million during the three months ended March 31, 2024, which are included within operating expenses on our Statements of Operations. On July 26, 2024, each of the definitive agreements for the Original Proposed Transaction was terminated by mutual consent of the respective parties thereto, effective immediately. For additional information, see “Note 5 — Business Combinations” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q.
Trends and Developments Impacting our Business
Below we have identified a development that could have a material impact on our business:
•Following the closing of the Proposed Transaction, 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 Exchange Act. Under the terms of the 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 $4.1 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”). 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. Assuming timely satisfaction of the necessary closing conditions, the Proposed Transaction is currently expected to close as early as the end of the second quarter of 2025 or during the third quarter of 2025.
Operating Segments
We report our financial performance within two operating segments: (i) Games; and (ii) FinTech. For additional information on our segments, including information about certain items impacting the comparability of segment results, 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.
31
Results of Operations
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
The following table presents our Results of Operations as reported for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 (amounts in thousands)*:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | 2025 vs 2024 | |||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
Games revenues | |||||||||||||||||||||||||||||||||||
Gaming operations | $ | 63,492 | 35 | % | $ | 72,622 | 38 | % | $ | (9,130) | (13) | % | |||||||||||||||||||||||
| Gaming equipment and systems | 22,234 | 12 | % | 24,500 | 13 | % | (2,266) | (9) | % | ||||||||||||||||||||||||||
| Games total revenues | 85,726 | 47 | % | 97,122 | 51 | % | (11,396) | (12) | % | ||||||||||||||||||||||||||
| FinTech revenues | |||||||||||||||||||||||||||||||||||
| Financial access services | 55,455 | 31 | % | 57,419 | 30 | % | (1,964) | (3) | % | ||||||||||||||||||||||||||
| Software and other | 27,287 | 15 | % | 25,776 | 14 | % | 1,511 | 6 | % | ||||||||||||||||||||||||||
| Hardware | 12,828 | 7 | % | 9,029 | 5 | % | 3,799 | 42 | % | ||||||||||||||||||||||||||
| FinTech total revenues | 95,570 | 53 | % | 92,224 | 49 | % | 3,346 | 4 | % | ||||||||||||||||||||||||||
| Total revenues | 181,296 | 100 | % | 189,346 | 100 | % | (8,050) | (4) | % | ||||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||||||||
Games cost of revenues(1) | |||||||||||||||||||||||||||||||||||
| Gaming operations | 10,652 | 6 | % | 9,515 | 5 | % | 1,137 | 12 | % | ||||||||||||||||||||||||||
| Gaming equipment and systems | 12,909 | 7 | % | 14,060 | 7 | % | (1,151) | (8) | % | ||||||||||||||||||||||||||
| Games total cost of revenues | 23,561 | 13 | % | 23,575 | 12 | % | (14) | — | % | ||||||||||||||||||||||||||
FinTech cost of revenues(1) | |||||||||||||||||||||||||||||||||||
| Financial access services | 2,849 | 2 | % | 2,697 | 1 | % | 152 | 6 | % | ||||||||||||||||||||||||||
| Software and other | 2,985 | 2 | % | 3,132 | 2 | % | (147) | (5) | % | ||||||||||||||||||||||||||
| Hardware | 8,430 | 5 | % | 6,806 | 4 | % | 1,624 | 24 | % | ||||||||||||||||||||||||||
| FinTech total cost of revenues | 14,264 | 8 | % | 12,635 | 7 | % | 1,629 | 13 | % | ||||||||||||||||||||||||||
| Operating expenses | 66,524 | 37 | % | 73,614 | 39 | % | (7,090) | (10) | % | ||||||||||||||||||||||||||
| Research and development | 19,036 | 10 | % | 19,310 | 10 | % | (274) | (1) | % | ||||||||||||||||||||||||||
| Depreciation | 21,491 | 12 | % | 19,951 | 11 | % | 1,540 | 8 | % | ||||||||||||||||||||||||||
| Amortization | 16,430 | 9 | % | 15,509 | 8 | % | 921 | 6 | % | ||||||||||||||||||||||||||
| Total costs and expenses | 161,306 | 89 | % | 164,594 | 87 | % | (3,288) | (2) | % | ||||||||||||||||||||||||||
| Operating income | 19,990 | 11 | % | 24,752 | 13 | % | (4,762) | (19) | % | ||||||||||||||||||||||||||
| Other expenses | |||||||||||||||||||||||||||||||||||
| Interest expense, net of interest income | 15,633 | 9 | % | 18,800 | 10 | % | (3,167) | (17) | % | ||||||||||||||||||||||||||
| Total other expenses | 15,633 | 9 | % | 18,800 | 10 | % | (3,167) | (17) | % | ||||||||||||||||||||||||||
Income before income tax | 4,357 | 2 | % | 5,952 | 3 | % | (1,595) | (27) | % | ||||||||||||||||||||||||||
1.Exclusive of depreciation and amortization.
* Rounding may cause variances.
32
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | 2025 vs 2024 | |||||||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||
| Income tax provision | 434 | — | % | 1,398 | 1 | % | (964) | (69) | % | ||||||||||||||||||||||||||
| Net income | $ | 3,923 | 2 | % | $ | 4,554 | 2 | % | $ | (631) | (14) | % | |||||||||||||||||||||||
* Rounding may cause variances.
The following table represents select revenue driving metrics for the three months ended March 31, 2025 compared to the three months ended March 31, 2024:
Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | 2025 vs 2024 | |||||||||||||||||||||
| (in millions, except unit amounts and prices) | |||||||||||||||||||||||
Revenue driving metrics: | |||||||||||||||||||||||
Gaming operations information:(1) | |||||||||||||||||||||||
Total installed base at period end | 15,506 | 16,917 | (1,411) | (8) | % | ||||||||||||||||||
Average units installed during period | 15,738 | 17,256 | (1,518) | (9) | % | ||||||||||||||||||
Daily win per unit | $ | 32.67 | $ | 34.51 | $ | (1.84) | (5) | % | |||||||||||||||
Games unit sales information:(2) | |||||||||||||||||||||||
| Units sold | 860 | 1,021 | (161) | (16) | % | ||||||||||||||||||
Average sales price | $ | 21,507 | $ | 20,827 | $ | 680 | 3 | % | |||||||||||||||
Value of financial access transactions:(3) | |||||||||||||||||||||||
| Funds advanced | $ | 3,353.9 | $ | 3,086.3 | $ | 267.6 | 9 | % | |||||||||||||||
| Funds dispensed | 9,260.7 | 8,858.7 | 402.0 | 5 | % | ||||||||||||||||||
| Check warranty | 484.0 | 476.8 | 7.2 | 2 | % | ||||||||||||||||||
| Total value processed | $ | 13,098.6 | $ | 12,421.8 | $ | 676.8 | 5 | % | |||||||||||||||
Number of financial access transactions:(3) | |||||||||||||||||||||||
| Funds advanced | 5.1 | 4.5 | 0.6 | 13 | % | ||||||||||||||||||
| Funds dispensed | 34.1 | 33.6 | 0.5 | 1 | % | ||||||||||||||||||
| Check warranty | 0.8 | 0.9 | (0.1) | (11) | % | ||||||||||||||||||
| Total transactions completed | 40.0 | 39.0 | 1.0 | 3 | % | ||||||||||||||||||
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.
* Rounding may cause variances.
33
Total Revenues
Total revenues decreased by approximately $8.1 million, or 4%, to approximately $181.3 million for the three months ended March 31, 2025, 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 $11.4 million, or 12%, to approximately $85.7 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This change was primarily due to a reduction in the daily win per unit and a decline in the average number of units in our installed base reflected in our gaming operations revenues. Our equipment revenues declined due to a decrease in units sold, which was partially offset by an increase in the average selling price reflected in our gaming equipment and systems revenues.
FinTech revenues increased by approximately $3.3 million, or 4%, to approximately $95.6 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This change was primarily due to an increase in kiosk and loyalty unit sales reflected in our hardware revenues, together with support related solutions in our software and other revenues.
Costs and Expenses
Total costs and expenses decreased by approximately $3.3 million, or 2%, to approximately $161.3 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily due to the expenses described below.
Games cost of revenues were relatively consistent at approximately $23.6 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily due to the reduced variable costs associated with lower unit sales reflected in our gaming equipment and systems cost of revenues, mostly offset by the additional field service costs associated with our installed base of leased gaming machines reflected in our gaming operations cost of revenues.
FinTech cost of revenues increased by approximately $1.6 million, or 13%, to approximately $14.3 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This change was primarily due to an increase in variable costs associated with the higher kiosk and loyalty unit sales reflected in our hardware cost of revenues.
Operating expenses decreased by approximately $7.1 million, or 10%, to approximately $66.5 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily due to reduced transaction and related costs of approximately $10.6 million, partially offset by higher software licensing and inventory expenses of approximately $1.4 million in our Games segment, together with an increase in stock-based compensation expense of approximately $1.3 million in both our Games and FinTech segments.
Research and development expense decreased by approximately $0.3 million, or 1%, to approximately $19.0 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily due to slightly reduced investment in new products in our Games segment.
Depreciation expense increased by approximately $1.5 million, or 8%, to approximately $21.5 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily associated with additional depreciation expense of approximately $1.0 million as a result of the shortening of estimated useful lives on certain returned, end-of-life electronic gaming devices in our Games segment.
Amortization expense increased by approximately $0.9 million, or 6%, to approximately $16.4 million for the three months ended March 31, 2025, 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 approximately $4.8 million, or 19%, for the three months ended March 31, 2025, as compared to the same period in the prior
34
year. The operating income margin was 11% for the three months ended March 31, 2025 compared to an operating income margin of 13% for the same period in the prior year.
Interest expense, net of interest income, decreased by approximately $3.2 million, or 17%, to approximately $15.6 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily due to approximately $1.2 million in lower cash usage fees on currency required to operate our ATMs and $2.0 million of lower interest expense primarily from lower interest rates and average balances on our variable debt.
Our income tax provision decreased by approximately $1.0 million, or 69%, to approximately $0.4 million for the three months ended March 31, 2025, as compared to the same period in the prior year. The income tax provision for the three months ended March 31, 2025 reflected an effective income tax rate of 10.0%, which was less than the statutory federal rate of 21.0%, primarily due to a research credit, partially offset by the impact of lower book income, state taxes, compensation deduction limitations and a valuation allowance on certain deferred tax assets. The income tax provision of approximately $1.4 million for the three months ended March 31, 2024 reflected an effective income tax rate of 23.5%, which was greater than the statutory federal rate of 21.0%, primarily due to state taxes and a valuation allowance on certain deferred tax assets, partially a research credit.
Primarily as a result of the factors described above, we had net income of approximately $3.9 million for the three months ended March 31, 2025, as compared to net income of approximately $4.6 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.
35
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 March 31, | At December 31 | ||||||||||
| 2025 | 2024 | ||||||||||
| Balance sheet data | |||||||||||
| Total assets | $ | 2,204,060 | $ | 1,921,909 | |||||||
| Total borrowings | 951,552 | 950,935 | |||||||||
| Total stockholders’ equity | 264,200 | 255,936 | |||||||||
| Cash available | |||||||||||
| Cash and cash equivalents | $ | 712,525 | $ | 400,677 | |||||||
| Settlement receivables | 93,567 | 109,640 | |||||||||
| Settlement liabilities | (729,382) | (460,513) | |||||||||
Net cash position(1) | 76,710 | 49,804 | |||||||||
| Undrawn revolving credit facility | 125,000 | 125,000 | |||||||||
Net cash available(1) | $ | 201,710 | $ | 174,804 | |||||||
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 cash flows and future cash requirements, both on a short- and long-term basis.
Cash Resources
As of March 31, 2025, 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 $27.0 million as of March 31, 2025. 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).
36
Sources and Uses of Cash
The following table presents a summary of our cash flows activity (in thousands):
| Three Months Ended March 31, | $ Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs 2024 | |||||||||||||||
Cash flows activities | |||||||||||||||||
| Net cash provided by operating activities | $ | 342,252 | $ | 55,126 | $ | 287,126 | |||||||||||
| Net cash used in investing activities | (30,751) | (42,676) | 11,925 | ||||||||||||||
| Net cash provided by (used in) financing activities | 512 | (9,951) | 10,463 | ||||||||||||||
| Effect of exchange rates on cash and cash equivalents | 612 | (960) | 1,572 | ||||||||||||||
| Cash, cash equivalents and restricted cash | |||||||||||||||||
| Net increase for the period | 312,625 | 1,539 | 311,086 | ||||||||||||||
| Balance, beginning of the period | 408,581 | 272,506 | 136,075 | ||||||||||||||
| Balance, end of the period | $ | 721,206 | $ | 274,045 | $ | 447,161 | |||||||||||
Cash flows provided by operating activities increased by approximately $287.1 million for the three months ended March 31, 2025, 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 $11.9 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily attributable to a decrease in capital expenditures from our Games and FinTech segments in the current year period.
Cash flows provided by financing activities increased by approximately $10.5 million for the three months ended March 31, 2025, as compared to the same period in the prior year. This was primarily related to repayments of term loan and payment of deferred acquisition consideration 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 of $560.5 million on the senior secured term loan (the “Term Loan”) as of March 31, 2025.
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 reduction in certain arrangements of approximately $6.6 million, primarily from our FinTech segment, and obligations discussed in “Note 4 — Leases,” “Note 5 — Business Combinations,” and “Note 11 — Long-Term Debt” included 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 for the foreseeable future.
37
Legal Proceedings
We are involved in various legal proceedings in the ordinary course of our business. In addition, following the announcement of the Proposed Transaction, three purported stockholders of Everi filed complaints alleging that the definitive proxy statement for the Special Meeting of Everi stockholders omitted or misstated material information with respect to the Proposed Transaction and seeking supplemental disclosures and other equitable and legal relief. The complaints are entitled Clancy v. Everi Holdings Inc., et al., No. 1:24-cv-07255-AS (S.D.N.Y. filed Sept. 25, 2024), Marino v. Everi Holdings Inc., et al., No. 655650/2024 (N.Y. S. Ct. filed Oct. 24, 2024) and Miller v. Everi Holdings Inc., et al., No. 655654/2024 (N.Y. S. Ct. filed Oct. 25, 2024) (the “Complaints”). Thirteen other purported stockholders of Everi have sent demand letters to the Company making allegations and demands similar to those in the Complaints. On November 26, 2024, the Clancy case was voluntarily dismissed. The remaining matters, Marion and Miller, were never served upon Everi. 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 in “Note 12 — Commitments and Contingencies” included in Part I, Item 1: Financial Statements of this Quarterly Report on Form 10-Q may change in the future.
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 $3.6 million and $4.8 million for the three months ended March 31, 2025 and 2024, respectively. The usage fees decreased in the current reporting period as compared to the same period in the prior year as a result of lower average daily balances of supplied vault cash at our customer locations in addition to lower 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 this arrangement were approximately $258.4 million and $379.3 million as of March 31, 2025 and December 31, 2024, respectively.
We are responsible for any loss 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 months ended March 31, 2025 and 2024, 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.
38
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 usage fee that is generally based upon the target federal funds rate. We are, therefore, exposed to interest rate risk to the extent that the target federal funds rate increases. The outstanding balance of funds provided by our primary third-party vendor was approximately $258.4 million as of March 31, 2025; therefore, each 100 basis points increase in the target federal funds rate would have approximately a $2.6 million impact on income before tax over a 12-month period.
The senior secured term loan and senior secured revolving credit facility (the “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 and a credit spread adjustment, was 6.95% for the three months ended March 31, 2025. Based upon the outstanding balance of the Term Loan of $560.5 million as of March 31, 2025, each 100 basis points increase in the applicable SOFR would have a combined impact of approximately $5.6 million on interest expense over a 12-month period.
The interest rate for our senior unsecured notes due 2029 is fixed at 5.00%; 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 its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting during the Quarter Ended March 31, 2025
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.
39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
A discussion of our legal proceedings is contained in “Note 12 — Commitments and Contingencies” included 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, 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 most recently filed Annual Report 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 most recently filed Annual Report have not materially changed.
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 terminated
40
Item 6. Exhibits
| Exhibit Number | Description | ||||||||||
| +#2.1 | |||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
| †10.1 | |||||||||||
| *†10.2 | |||||||||||
| *†10.3 | |||||||||||
| *†10.4 | |||||||||||
| *†10.5 | |||||||||||
| *†10.6 | |||||||||||
| *†10.7 | |||||||||||
| *31.1 | |||||||||||
| *31.2 | |||||||||||
| **32.1 | |||||||||||
41
| Exhibit Number | Description | ||||||||||
| *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. | ||||||||||
| *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 March 31, 2025, 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. | |||||||
42
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.
| May 12, 2025 | EVERI HOLDINGS INC. | ||||||||||
| (Date) | (Registrant) | ||||||||||
| By: | /s/ Todd A. Valli | ||||||||||
| Todd A. Valli | |||||||||||
| Senior Vice President, Chief Accounting Officer | |||||||||||
| (For the Registrant and as Principal Accounting Officer) | |||||||||||
43