UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  October 23, 2015
 
Everi Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	001-32622	 	20-0723270	
(State or other jurisdiction of	 	(Commission File Number)	 	(IRS Employer Identification No.)	
incorporation)	 	 	 	 	

7250 S. Tenaya Way, Suite 100	 	 	
Las Vegas, Nevada	 	89113	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code:  (800) 833-7110

(Former name or former address if changed since last
report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 8.01.                 Other Events.
 
On December 19, 2014, Everi Payments Inc. (formerly known as Global Cash Access, Inc.) (the “ Company ”), a wholly owned subsidiary of Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“ Holdings ”), issued $350.0 million aggregate principal amount of its 10.00% Senior Unsecured Notes due 2022 (the “ Senior Notes ”) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”).  The proceeds of issuance of the Senior Notes were used by Holdings, in part, to finance its acquisition of Everi Games Holding Inc. (formerly known as Multimedia Games Holding Company, Inc.) (“ Everi Games ”).  The Senior Notes are fully and unconditionally and jointly and severally guaranteed by Holdings and certain of Holdings’ direct and indirect wholly owned subsidiaries, including Everi Games and certain of its subsidiaries (the “ Guarantor Subsidiaries ” and, together with Holdings, the “ Guarantors ”).  In connection with the issuance of the Senior Notes, the Company and the Guarantors entered into a registration rights agreement with the initial purchasers of the Senior Notes obligating the Company and the Guarantors to file a registration statement on Form S-4 (the “ Registration Statement ”) with the Securities and Exchange Commission (the “ SEC ”) to register the exchange of the Senior Notes and related guarantees for registered notes and guarantees having substantially the same terms (the “ Exchange Offer ”).  Accordingly, on or about the date hereof, we are filing the Registration Statement relating to the Exchange Offer.
 
Guarantor Consolidating Footnote Disclosure
 
In connection with the filing of the Registration Statement, Holdings will become subject to the requirements of Rule 3-10 of Regulation S-X, including the requirements regarding the filing of financial information of guarantors and issuers of guaranteed securities registered or being registered.  As a result, Holdings is filing this Current Report on Form 8-K (this “ Current Report ”) for the purpose of updating (collectively, the “ Updated Financial Statements ”):
 
·                                           Holdings’ audited consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 16, 2015 (the “ 2014 Form 10-K ”) to, among other things, include Note 23, Condensed Consolidating Financial Information, and
 
·                                           Holdings’ unaudited consolidated financial statements included in “Item 1. Financial Statements” in its Quarterly Reports on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 8, 2015, and for the quarter ended June 30, 2015, filed with the SEC on August 6, 2015 (collectively, the “ 2015 Form 10-Qs ” and, together with the 2014 Form 10-K, the “ SEC Filings ”) to include Note 20, Condensed Consolidating Financial Information.
 
The additional information included in the Updated Financial Statements, which has been prepared in compliance with generally accepted accounting principles, summarizes financial information for Holdings, the Company, the Guarantor Subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis, as required by Rule 3-10(d) of Regulation S-X.  The Updated Financial Statements contained in this Current Report do not amend the SEC Filings or restate the financial information included therein and are being provided herein solely to meet the requirements under Rule 3-10(d) of Regulation S-X.  The Updated Financial Statements are filed as Exhibits 99.1 and 99.2 to this Current Report and are incorporated herein by reference and will be incorporated by reference in the Registration Statement.
 
In addition, in order to meet the requirements of Rule 3-10(g) of Regulation S-X, Holdings is also filing this Current Report to update Everi Games’ audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended September 30, 2014 (the “ Everi Games Form 10-K ”) filed with the SEC on November 12, 2014, to include Note 20, Condensed Consolidating Financial Information.  Other than adding Note 20 to Everi Games’ audited consolidated financial statements, this Current Report does not modify or update the disclosures in the Everi Games Form 10-K.  The updated financial statements of Everi Games are filed as Exhibit 99.3 to this Current Report and are incorporated herein by reference and will be incorporated by reference in the Registration Statement.
 
2 

 
Recast Financial Statements for Change in Operating Segments
 
In connection with the acquisition of Everi Games and commencing during the three months ended March 31, 2015, Holdings realigned its operating segments from five segments to two segments to reflect the operations of the combined company.  Holdings now operates in two business segments: Games and Payments.  The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.  The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.
 
The rules of the SEC require that when a registrant prepares, on or after the date a registrant reports an accounting change such as the changes noted above, a new registration, proxy or information statement that includes or incorporates by reference financial statements, the registrant must recast the prior period financial statements included or incorporated by reference in the registration, proxy or information statement to reflect these types of changes.  Relevant SEC guidance also provides that such registrant’s “Business” and “Management’s Discussion & Analysis of Financial Information and Results of Operations” disclosures should be similarly revised.  To that end, in addition to providing the condensed consolidating financial information in Note 23 required by Rule 3-10(d) of Regulation S-X, the Updated Financial Statements for the fiscal year ended December 31, 2014 in “Item 8.  Financial Statements and Supplementary Data” contained in the 2014 Form 10-K, including Note 20, Segment Information, along with “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2014 Form 10-K, have been recast and updated to reflect the realignment of operating segments for all periods presented.  This information does not reflect events occurring after the filing of our 2014 Form 10-K and does not modify or update the disclosures therein in any way, other than to present retrospectively the current operating segment structure.  For significant developments that have occurred subsequent to the filing of the 2014 Form 10-K, refer to the 2015 Form 10-Qs.  The items contained in the Company’s 2014 Form 10-K that have been revised as a result of the above are presented in Exhibits 99.1, 99.4 and 99.5 to this Current Report and are incorporated herein by reference and will be incorporated by reference in the Registration Statement.
 
The information included in this Current Report is presented for informational purposes only in connection with the matters described above and does not amend or restate any of Holdings’ previously issued financial statements, which were included in the 2014 Form 10-K and the 2015 Form 10-Qs.  In particular, there have been no changes to Holdings’ consolidated results of operations, balance sheets or statements of cash flows.
 
This Current Report, including exhibits hereto, should be reviewed in conjunction with the Everi Games Form 10-K, and with the SEC Filings and Holdings’ other filings with the SEC.
 
3 

 
Item 9.01.                 Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit
Number	 	Description of the Exhibit	
 	 	 	
  23.1	 	Consent of Deloitte & Touche LLP.	
 	 	 	
  23.2	 	Consent of BDO USA, LLP.	
 	 	 	
  99.1	 	Updated “Item 8. Financial Statements and Supplementary Data” disclosure of audited consolidated financial statements of Everi Holdings Inc. as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, including the notes thereto and the report of the independent registered public accounting firm thereon.	
 	 	 	
  99.2	 	Updated “Item 1. Financial Statements” disclosure of unaudited interim consolidated financial statements of Everi Holdings Inc. for the three-month period ended March 31, 2015 and for the three- and six-month periods ended June 30, 2015 and the related notes thereto.	
 	 	 	
  99.3	 	Updated “Item 15. Exhibits and Financial Statement Schedules” disclosure of audited consolidated financial statements of Everi Games Holding Inc. as of September 30, 2014 and 2013, and for each of the three years in the period ended September 30, 2014, including the notes thereto and Schedule II.	
 	 	 	
  99.4	 	Updated “Item 1. Business” disclosure.	
 	 	 	
  99.5	 	Updated “Item 7. Management’s Discussion & Analysis of Financial Condition and Results of Operations” disclosure.	
 	 	 	
101.INS	 	XBRL Instance 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.	
 
4 

 
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.

Date: October 23, 2015	EVERI HOLDINGS INC.	

 	 	By:	/s/ Todd A. Valli	
 	 	 	Todd A. Valli	
 	 	 	Senior Vice President, Corporate Finance & Chief Accounting Officer	
 
5 

 
Exhibit Index

Exhibit
Number	 	Description of the Exhibit	
 	 	 	
  23.1	 	Consent of Deloitte & Touche LLP.	
 	 	 	
  23.2	 	Consent of BDO USA, LLP.	
 	 	 	
  99.1	 	Updated “Item 8. Financial Statements and Supplementary Data” disclosure of audited consolidated financial statements of Everi Holdings Inc. as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, including the notes thereto and the report of the independent registered public accounting firm thereon.	
 	 	 	
  99.2	 	Updated “Item 1. Financial Statements” disclosure of unaudited interim consolidated financial statements of Everi Holdings Inc. for the three-month period ended March 31, 2015 and for the three- and six-month periods ended June 30, 2015 and the related notes thereto.	
 	 	 	
  99.3	 	Updated “Item 15. Exhibits and Financial Statement Schedules” disclosure of audited consolidated financial statements of Everi Games Holding Inc. as of September 30, 2014 and 2013, and for each of the three years in the period ended September 30, 2014, including the notes thereto and Schedule II.	
 	 	 	
  99.4	 	Updated “Item 1. Business” disclosure.	
 	 	 	
  99.5	 	Updated “Item 7. Management’s Discussion & Analysis of Financial Condition and Results of Operations” disclosure.	
 	 	 	
101.INS	 	XBRL Instance 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.	
 
6 

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in Registration Statement Nos. 333-131904, 333-140878, 333-149496, 333-157512, 333-165264, 333-172358, 333-187199, 333-197860 and 333-202798 each on Form S-8 of our report dated March 16, 2015 (October 23, 2015 as to Notes 20 and 23), relating to the consolidated financial statements of Global Cash Access Holdings, Inc. (now known as Everi Holdings Inc.) and subsidiaries appearing in this Current Report on Form 8-K of Everi Holdings Inc.
 
/s/ DELOITTE & TOUCHE LLP
 
Las Vegas, Nevada
October 23, 2015

Exhibit 23.2
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Directors and Stockholders
Everi Holdings Inc.
Las Vegas, Nevada
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-131904, 333-140878, 333-149496, 333-157512, 333-165264, 333-172358, 333-187199, 333-197860 and 333-202798) of Everi Holdings Inc. of our report dated November 12, 2014, except for Note 20, which is as of October 23, 2015, relating to Multimedia Games Holding Company, Inc.’s consolidated financial statements and financial statement schedules, which are included in this Form 8-K.

 	/s/ BDO USA, LLP	
 	 	
Austin, Texas	 	
October 23, 2015	 	

Exhibit 99.1
 
Item 8.          Financial Statements and Supplementary Data.
 
Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	2	
Consolidated Statements of Income and Comprehensive Income for the three years ended December 31, 2014	3	
Consolidated Balance Sheets as of December 31, 2014 and 2013	4	
Consolidated Statements of Cash Flows for the three years ended December 31, 2014	5	
Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2014	6	
Notes to Consolidated Financial Statements	7	
 
1 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
Everi Holdings Inc.
Las Vegas, NV
 
We have audited the accompanying consolidated balance sheet of Global Cash Access Holdings, Inc. (now known as Everi Holdings Inc.) and subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Global Cash Access Holdings, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ DELOITTE & TOUCHE LLP
 
Las Vegas, NV
March 16, 2015 (October 23, 2015 as to Notes 20 and 23)
 
2 

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

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Revenues	 	$	593,053	 	$	582,444	 	$	584,486	 	
Costs and expenses	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	440,071	 	439,794	 	436,059	 	
Operating expenses	 	95,452	 	76,562	 	75,806	 	
Research and Development	 	804	 	—	 	—	 	
Depreciation	 	8,745	 	7,350	 	6,843	 	
Amortization	 	14,199	 	9,588	 	9,796	 	
Total costs and expenses	 	559,271	 	533,294	 	528,504	 	
Operating income	 	33,782	 	49,150	 	55,982	 	
Other expenses	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	10,756	 	10,265	 	15,519	 	
Loss on extinguishment of debt	 	2,725	 	—	 	—	 	
Total other expenses	 	13,481	 	10,265	 	15,519	 	
Income from operations before tax	 	20,301	 	38,885	 	40,463	 	
Income tax provision	 	8,161	 	14,487	 	14,774	 	
Net income	 	12,140	 	24,398	 	25,689	 	
Foreign currency translation	 	(1,258	)	269	 	218	 	
Comprehensive income	 	$	10,882	 	$	24,667	 	$	25,907	 	
Earnings per share	 	 	 	 	 	 	 	
Basic	 	$	0.18	 	$	0.37	 	$	0.39	 	
Diluted	 	$	0.18	 	$	0.36	 	$	0.38	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	
Basic	 	65,780	 	66,014	 	65,933	 	
Diluted	 	66,863	 	67,205	 	67,337	 	
 
See notes to consolidated financial statements.
 
3 

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

 	 	At December 31,	 	
 	 	2014	 	2013	 	
ASSETS	 	 	 	 	 	
Current assets	 	 	 	 	 	
Cash and cash equivalents	 	$	89,095	 	$	114,254	 	
Settlement receivables	 	43,288	 	38,265	 	
Trade receivables, net of allowances for doubtful accounts of $2.8 million for both periods	 	37,697	 	11,658	 	
Other receivables	 	20,553	 	4,605	 	
Inventory	 	27,163	 	9,413	 	
Prepaid expenses and other assets	 	18,988	 	16,674	 	
Deferred tax asset	 	9,591	 	3,102	 	
Total current assets	 	246,375	 	197,971	 	
Non-current assets	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	106,085	 	18,710	 	
Goodwill	 	857,913	 	180,084	 	
Other intangible assets, net	 	436,785	 	31,535	 	
Other receivables, non-current	 	9,184	 	699	 	
Deferred tax asset, non-current	 	—	 	87,942	 	
Other assets, non-current	 	50,943	 	10,386	 	
Total non-current assets	 	1,460,910	 	329,356	 	
Total assets	 	$	1,707,285	 	$	527,327	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
Current liabilities	 	 	 	 	 	
Settlement liabilities	 	$	119,157	 	$	145,022	 	
Accounts payable and accrued expenses	 	104,668	 	53,601	 	
Current portion of long-term debt	 	10,000	 	1,030	 	
Total current liabilities	 	233,825	 	199,653	 	
Non-current liabilities	 	 	 	 	 	
Deferred tax liability, non-current	 	57,333	 	—	 	
Long-term debt, less current portion	 	1,178,787	 	101,970	 	
Other accrued expenses and liabilities	 	5,867	 	7,100	 	
Total non-current liabilities	 	1,241,987	 	109,070	 	
Total liabilities	 	1,475,812	 	308,723	 	
Commitments and Contingencies (Note 14)	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	
Common stock, $0.001 par value, 500,000 shares authorized and 90,405 and 89,233 shares issued at December 31, 2014 and December 31, 2013, respectively	 	90	 	89	 	
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at December 31, 2014 and December 31, 2013, respectively	 	—	 	—	 	
Additional paid-in capital	 	245,682	 	231,516	 	
Retained earnings	 	160,152	 	148,012	 	
Accumulated other comprehensive income	 	1,569	 	2,827	 	
Treasury stock, at cost, 24,816 and 23,303 shares at December 31, 2014 and December 31, 2013, respectively	 	(176,020	)	(163,840	)	
Total stockholders’ equity	 	231,473	 	218,604	 	
Total liabilities and stockholders’ equity	 	$	1,707,285	 	$	527,327	 	
 
See notes to consolidated financial statements.
 
4 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Cash flows from operating activities	 	 	 	 	 	 	 	
Net income	 	$	12,140	 	$	24,398	 	$	25,689	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	
Amortization & depreciation	 	22,944	 	17,116	 	16,734	 	
Amortization of financing costs	 	2,035	 	1,793	 	1,485	 	
Provision for bad debts	 	8,991	 	7,874	 	5,182	 	
Impairment Loss	 	3,129	 	—	 	—	 	
Loss on early extinguishment of debt	 	2,725	 	—	 	—	 	
Stock-based compensation	 	8,876	 	5,078	 	6,655	 	
Other non-cash items	 	337	 	—	 	—	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	
Settlement receivables	 	(5,156	)	(8,793	)	50,823	 	
Other receivables, net	 	(12,256	)	(13,335	)	1,196	 	
Inventory	 	(850	)	(2,286	)	134	 	
Prepaid and other assets	 	904	 	(9,482	)	(3,425	)	
Deferred income taxes	 	6,613	 	13,643	 	14,376	 	
Settlement liabilities	 	(25,523	)	(37,200	)	40,530	 	
Other current liabilities	 	(378	)	5,528	 	(1,891	)	
Net cash provided by operating activities	 	24,531	 	4,334	 	157,488	 	
Cash flows from investing activities	 	 	 	 	 	 	 	
Acquisitions, net of cash acquired	 	(1,068,000	)	—	 	—	 	
Capital expenditures	 	(18,021	)	(13,900	)	(12,786	)	
Repayments under development agreements	 	276	 	—	 	—	 	
Changes in restricted cash and cash equivalents	 	(102	)	(90	)	255	 	
Net cash used in investing activities	 	(1,085,847	)	(13,990	)	(12,531	)	
Cash flows from financing activities	 	 	 	 	 	 	 	
Repayments against old credit facility	 	(103,000	)	(18,500	)	(52,500	)	
Proceeds from long-term debt	 	1,200,000	 	—	 	—	 	
Debt issuance costs	 	(52,735	)	(764	)	(676	)	
Proceeds from exercise of stock options	 	5,338	 	8,431	 	6,655	 	
Purchase of treasury stock	 	(12,180	)	(18,350	)	(262	)	
Net cash provided by/(used in) financing activities	 	1,037,423	 	(29,183	)	(46,783	)	
Effect of exchange rates on cash	 	(1,266	)	73	 	(689	)	
Cash and cash equivalents	 	 	 	 	 	 	 	
Net (decrease)/increase for the period	 	(25,159	)	(38,766	)	97,485	 	
Balance, beginning of the period	 	114,254	 	153,020	 	55,535	 	
Balance, end of the period	 	$	89,095	 	$	114,254	 	$	153,020	 	
Supplemental cash disclosures	 	 	 	 	 	 	 	
Cash paid for interest	 	$	59,274	 	$	8,634	 	$	15,494	 	
Cash paid for income tax, net of refunds	 	$	962	 	$	711	 	$	665	 	
Supplemental non-cash disclosures	 	 	 	 	 	 	 	
Non-cash tenant improvements paid by landlord	 	$	—	 	$	2,930	 	$	—	 	
Accrued and unpaid capital expenditures	 	$	731	 	$	1,073	 	$	—	 	
Accrued and unpaid contingent liability for NEWave acquisition	 	$	2,463	 	$	—	 	$	—	 	
 
See notes to consolidated financial statements.
 
5 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)

 	 	Common Stock—	 	 	 	 	 	Accumulated	 	 	 	 	 	
 	 	Series A	 	Additional	 	 	 	Other	 	 	 	 	 	
 	 	Number of
Shares	 	Amount	 	Paid-in
Capital	 	Retained
Earnings	 	Comprehensive
Income	 	Treasury
Stock	 	Total
Equity	 	
Balance, December 31, 2011	 	85,651	 	$	86	 	$	204,735	 	$	97,925	 	$	2,340	 	$	(145,228	)	$	159,858	 	
Net income	 	—	 	—	 	—	 	25,689	 	—	 	—	 	25,689	 	
Foreign currency translation	 	—	 	—	 	—	 	—	 	218	 	—	 	218	 	
Stock-based compensation expense	 	—	 	—	 	6,655	 	—	 	—	 	—	 	6,655	 	
Exercise of options	 	1,726	 	1	 	6,600	 	—	 	—	 	—	 	6,601	 	
Restricted share vesting withholdings	 	—	 	—	 	—	 	—	 	—	 	(262	)	(262	)	
Restricted shares vested	 	168	 	—	 	—	 	—	 	—	 	—	 	—	 	
Balance, December 31, 2012	 	87,545	 	87	 	217,990	 	123,614	 	2,558	 	(145,490	)	198,759	 	
Net income	 	—	 	—	 	—	 	24,398	 	—	 	—	 	24,398	 	
Foreign currency translation	 	—	 	—	 	—	 	—	 	269	 	—	 	269	 	
Stock-based compensation expense	 	—	 	—	 	5,078	 	—	 	—	 	—	 	5,078	 	
Exercise of options	 	1,618	 	2	 	8,448	 	—	 	—	 	—	 	8,450	 	
Treasury share repurchases	 	—	 	—	 	—	 	—	 	—	 	(18,241	)	(18,241	)	
Restricted share vesting withholdings	 	—	 	—	 	—	 	—	 	—	 	(109	)	(109	)	
Restricted shares vested	 	70	 	—	 	—	 	—	 	—	 	—	 	—	 	
Balance, December 31, 2013	 	89,233	 	89	 	231,516	 	148,012	 	2,827	 	(163,840	)	218,604	 	
Net income	 	—	 	—	 	—	 	12,140	 	—	 	—	 	12,140	 	
Foreign currency translation	 	—	 	—	 	—	 	—	 	(1,258	)	—	 	(1,258	)	
Stock-based compensation expense	 	—	 	—	 	8,876	 	—	 	—	 	—	 	8,876	 	
Exercise of options	 	971	 	1	 	5,290	 	—	 	—	 	—	 	5,291	 	
Treasury share repurchases	 	—	 	—	 	—	 	—	 	—	 	(11,721	)	(11,721	)	
Restricted share vesting withholdings	 	—	 	—	 	—	 	—	 	—	 	(459	)	(459	)	
Restricted shares vested	 	201	 	—	 	—	 	—	 	—	 	—	 	—	 	
Balance, December 31, 2014	 	90,405	 	$	90	 	$	245,682	 	$	160,152	 	$	1,569	 	$	(176,020	)	$	231,473	 	
 
See notes to consolidated financial statements.
 
6 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. BUSINESS AND BASIS OF PRESENTATION
 
Global Cash Access Holdings, Inc. (“Holdings”) is a holding company, the principal assets of which are the issued and outstanding capital stock of each of Global Cash Access, Inc. (“GCA”) and Multimedia Games Holding Company, Inc. (“Multimedia Games”). Unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to Holdings together with its consolidated subsidiaries.
 
GCA is dedicated to providing integrated gaming payments solutions, video and mechanical reel gaming content and technology solutions, as well as compliance and efficiency software. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point-of-sale (“POS”) debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and, (e) online payment processing solutions for gaming operators in States that offer intra-state, Internet-based gaming and lottery activities. The Company’s Games business, under the Multimedia Games brand, provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award-winning TournEvent ®  slot tournament solution; and, (b) the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
All intercompany transactions and balances have been eliminated in consolidation.
 
Business Combinations
 
We apply the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 805”), “Business Combinations”, in the accounting for acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are preliminary and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset over its estimated useful life. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
 
7 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Acquisition-related Costs
 
We recognize a liability for acquisition-related costs when the liability is incurred. Acquisition-related costs include financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with due diligence, valuation and integration; severance; and other related costs and adjustments.
 
Cash and Cash Equivalents
 
Cash and cash equivalents include cash and all balances on deposit in banks and financial institutions. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Such balances generally exceed the federal insurance limits. However, we periodically evaluate the creditworthiness of these institutions to minimize risk.
 
ATM Funding Agreements
 
We obtain all of the cash required to operate our ATMs through various ATM Funding Agreements. Some gaming establishments provide the cash utilized within the ATM (“Site-Funded”). The Site-Funded receivables generated for the amount of cash dispensed from transactions performed at our ATMs are owned by us and we are liable to the gaming establishment for the face amount of the cash dispensed. In the consolidated balance sheets, the amount of the receivable for transactions processed on these ATM transactions is included within settlement receivables and the amount due to the gaming establishment for the face amount of dispensing transactions is included within settlement liabilities.
 
For the Non-Site-Funded locations, our Contract Cash Solutions Agreement with Wells Fargo allows us to use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a contractually defined cash usage rate. Under this agreement, all currency supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable. As the cash is never an asset of ours, supplied cash is not reflected on our balance sheet. We are charged a cash usage fee for the cash used in these ATMs, which is included as interest expense in the consolidated statements of income and comprehensive income. We recognize the fees as interest expense due to the similar operational characteristics to a revolving line of credit, the fact that the fees are calculated on a financial index and the fees are paid for access to a capital resource.
 
Allowance for Doubtful Accounts
 
We maintain an allowance for doubtful accounts related to our trade and other receivables and notes receivable that have been deemed to have a high risk of uncollectibility. Management reviews its accounts and notes receivable on a quarterly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in our customer payment patterns, customer concentration, and creditworthiness when evaluating the adequacy of our allowance for doubtful accounts. In our overall allowance for doubtful accounts we include any receivable balances for which uncertainty exists as to whether the account balance has become uncollectible. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs may exceed the recorded allowance.
 
8 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Settlement Receivables and Settlement Liabilities
 
In the credit card cash access and POS debit card cash access transactions provided by us, the gaming establishment is reimbursed for the cash disbursed to gaming patrons through the issuance of a negotiable instrument or through electronic settlement. We receive reimbursement from the patron’s credit or debit card issuer for the transaction in an amount equal to the amount owing to the gaming establishment plus the fee charged to the patron. This reimbursement is included within the settlement receivables on the consolidated balance sheets. The amounts owed to gaming establishments are included within settlement liabilities on the consolidated balance sheets.
 
Warranty Receivables
 
If a gaming establishment chooses to have a check warranted, it sends a request to our third party check warranty service provider, asking whether it would be willing to accept the risk of cashing the check. If the check warranty provider accepts the risk and warrants the check, the gaming establishment negotiates the patron’s check by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon presentment, the gaming establishment invokes the warranty, and the check warranty service provider purchases the check from the gaming establishment for the full check amount and then pursues collection activities on its own. In our Central Credit Check Warranty product under our agreement with the third party service provider, we receive all of the check warranty revenue. We are exposed to risk for the losses associated with any warranted items that cannot be collected from patrons issuing the items. Warranty receivables are defined as any amounts paid by the third party check warranty service provider to gaming establishments to purchase dishonored checks. Additionally, we pay a fee to the third party check warranty service provider for its services.
 
The warranty receivables amount is recorded in other receivables, net on our consolidated balance sheets. On a monthly basis, the Company evaluates the collectability of the outstanding balances and establishes a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) on our consolidated statements of income and comprehensive income.
 
Inventory
 
We currently maintain separate inventories for our Payments and Games products. Our Payments related inventory primarily consists of parts as well as finished goods and work-in-progress and is stated at the lower of cost or market accounted for using the average cost method. Our Games related inventory primarily consists of component parts, completed player terminals and back-office computer equipment and is stated at fair value as a result of the Merger. However, our games segment historically accounted for inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of materials, labor, overhead and freight.
 
Property, Equipment and Leased Assets
 
Property, equipment and leased gaming equipment are stated at cost, less accumulated depreciation, computed using the straight-line method over the lesser of the estimated life of the related assets, generally three to five years, or the related lease term. Player terminals and related components and equipment are included in our rental pool. The rental pool can be further delineated as “rental pool—deployed,” which consists of assets deployed at customer sites under participation arrangements, and “rental pool—undeployed,” which consists of assets held by us that are available for customer use. Rental pool—undeployed consists of both new units awaiting deployment to a customer site and previously deployed units currently back with us to be refurbished awaiting re-deployment. Routine maintenance of property, equipment and leased gaming equipment is expensed in the period incurred, while major component upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in our consolidated statements of income and comprehensive income.
 
9 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Property, equipment and leased gaming equipment are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated when undiscounted future cash flows do not exceed the asset’s carrying value. There was no material impairment for any of our property, equipment, or leasehold improvements for the years ended December 31, 2014, 2013 and 2012.
 
Development and Placement Fee Agreements
 
We enter into development and placement fee agreements to provide financing for new gaming facilities or for the expansion of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to us, while funds provided under placement fee agreements are not reimbursed. In return, the facility dedicates a percentage of its floor space to placement of our player terminals, and we receive a fixed percentage of those player terminals’ hold per day over the term of the agreement which is generally for 12 to 83 months. Certain of the agreements contain player terminal performance standards that could allow the facility to reduce a portion of our guaranteed floor space. In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable.
 
Goodwill
 
Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. We test for impairment annually on a reporting unit basis, at the beginning of our fourth fiscal quarter, or more often under certain circumstances. The annual impairment test is completed using either: a qualitative Step 0 assessment based on reviewing relevant events and circumstances; or a quantitative Step 1 assessment, which determines the fair value of the reporting unit, using an income approach that discounts future cash flows based on the estimated future results of our reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. If the fair value of a reporting unit is less than its carrying amount, we use the Step 2 assessment to determine the impairment. Our reporting units are identified as operating segments or one level below an operating segment. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our chief operating decision maker to ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. As of December 31, 2014, our reporting units included: Cash Advance, ATM, Check Services, Games, Fully Integrated Kiosk Sales and Services, Central Credit, and Anti-Money Laundering and Tax Compliance Software. Our goodwill was not impaired for the years ended December 31, 2014, 2013 and 2012.
 
10 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Other Intangible Assets
 
Other intangible assets consist primarily of: (a) customer contracts (rights to provide Payments and Games services to gaming establishment customers), developed technology, trade names and trademarks and contract rights acquired through business combinations; (b) capitalized software development costs; and (c) the acquisition cost of our patent related to the 3-in-1 rollover technology acquired in 2005. Customer contracts require us to make renewal assumptions, which impact the estimated useful lives of such assets. Capitalized software development costs require us to make certain judgments as to the stages of development and costs eligible for capitalization. Capitalized software costs placed in service are amortized over their useful lives, generally not to exceed five years. The acquisition cost of the 3-in-1 Rollover patent is being amortized over the term of the patent, which expires in 2018. We review intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or market price of the asset, a significant adverse change in legal factors or business climate that could affect the value of an asset, or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to future, net cash flows expected to be generated by the asset, undiscounted and without interest. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the year ended December 31, 2014, we recognized $3.1 million of impairment on our other intangible assets. There was no impairment for any of our other intangible assets for the years ended December 31, 2013 and 2012.
 
Debt Issuance Costs
 
Debt issuance costs incurred in connection with long-term borrowings are capitalized and amortized to interest expense based upon the related debt agreements using the straight-line method, which approximates the effective interest method. Debt issuance costs are included in other assets on the consolidated balance sheets.
 
Original Issue Discounts
 
Original issue discounts incurred in connection with long-term borrowings are capitalized and amortized to interest expense based upon the related debt agreements using the straight-line method, which approximates the effective interest method. These amounts are recorded as contra-liabilities and included in long-term debt on the consolidated balance sheets.
 
Deferred Revenue
 
Deferred revenue represents amounts from the sale of fully integrated kiosks and related service contracts, anti-money laundering and tax compliance software, and gaming equipment and systems that have been billed, or for which notes receivable have been executed, but which transaction has not met our revenue recognition criteria. The cost of the fully integrated kiosks and related service contracts, anti-money laundering and tax compliance software, and gaming equipment and systems is deferred and recorded at the time revenue is recognized. Amounts are classified between current and long-term liabilities, based upon the expected period in which the revenue will be recognized.
 
11 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Revenue Recognition
 
Overall
 
We recognize revenue when evidence of an arrangement exists, services have been rendered or goods have been delivered, the price is fixed or determinable and collectability is reasonably assured. We evaluate our revenue streams for proper timing of revenue recognition.
 
Payments Revenues
 
Cash advance revenues are comprised of transaction fees assessed to gaming patrons in connection with credit card cash access and POS debit card transactions and are recognized at the time the transactions are authorized. Such fees are based on a combination of a fixed amount plus a percentage of the face amount of the credit card cash access or POS debit card transaction amount.
 
ATM revenues are comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are authorized and reverse interchange fees paid to us by the patrons’ issuing banks. Cardholder surcharges are recognized as revenue when a transaction is initiated and reverse interchange is recognized as revenue on a monthly basis based on the total transactions occurring during the month. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount.
 
Check services revenues are principally comprised of check warranty revenues and are generally based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming establishments.
 
Other revenues include amounts derived from the sale of cash access devices, such as the provision of certain professional services, software licensing, and certain other ancillary fees associated with the sale, installation and maintenance of those devices. In addition, other revenues consist of Central Credit revenues that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. Also included in other revenues are revenues generated from ancillary marketing, database and Internet gaming activities.
 
Games Revenues
 
Games revenues are primarily generated by our gaming operations under development, placement, and participation arrangements in which we provide our customers with player terminals, player terminal-content licenses and back-office equipment, collectively referred to herein as leased gaming equipment. Under these arrangements, we retain ownership of the leased gaming equipment installed at customer facilities, and we receive revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. Revenue from lease participation or daily fee arrangements are considered both realizable and earned at the end of each gaming day.
 
12 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Games revenues generated by player terminals deployed at sites under development or placement fee agreements is reduced by the accretion of contract rights acquired as part of those agreements. Contract rights are amounts allocated to intangible assets for dedicated floor space resulting from such agreements, described under “Development and Placement Fee Agreements.” The related amortization expense, or accretion of contract rights, is netted against our respective revenue category in the consolidated statements of operations and other comprehensive income.
 
We also generate games revenues from back-office fees with certain customers. Back-office fees cover the service and maintenance costs for back-office servers installed in each gaming facility to run our gaming equipment, as well as the cost of related software updates. Back-office fees are considered both realizable and earned at the end of each gaming day.
 
Equipment and Systems Revenues
 
We sell gaming equipment, fully integrated kiosks and gaming systems directly to our customers under independent sales contracts through normal credit terms, or may grant extended credit terms under contracts secured by the related equipment.
 
For sales arrangements with multiple deliverables, we apply the guidance from ASU No. 2009-13, “Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements.” In addition, we apply the guidance from ASU No. 2009-14, “Software (Topic 985), Certain Revenue Arrangements that Include Software Elements,” which affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole and clarifies what guidance should be used in allocating and measuring revenue.
 
The majority of our multiple element sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.
 
Revenue related to systems arrangements that contain both software and non-software deliverables requires allocation of the arrangement fee to the separate deliverables using the relative selling price method. Revenue for software deliverables is recognized under software revenue recognition guidance. Revenue resulting from the sale of non-software deliverables, such as gaming devices and other hardware, are accounted for based on other applicable revenue recognition guidance as the devices are tangible products containing both software and non-software components that function together to deliver the product’s essential functionality.
 
In allocating the arrangement fees to separate deliverables, we evaluate whether we have vendor-specific objective evidence (“VSOE”) of selling price, third party evidence (“TPE”) or estimate of selling price (“ESP”) for gaming devices, maintenance and product support fees and other revenue sources. We generally use ESP to determine the selling price used in the allocation of separate deliverables, as VSOE and TPE are generally not available. We determine the ESP on separate deliverables by estimating a margin typically received on such items and applying that margin to the product cost incurred.
 
Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and occasionally signage, some of which may be necessary for the full functionality of the player terminals in a casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the player terminal and ancillary equipment is not recognized until all elements essential for the functionality of the product have been shipped or delivered. This includes game theme software and essential ancillary equipment. If elements that are not essential to the functionality of the player terminals are shipped after the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped or delivered.
 
13 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Cost of Revenues (exclusive of depreciation and amortization)
 
The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to perform revenue generating transactions. The principal costs included within cost of revenues (exclusive of depreciation and amortization) are commissions paid to gaming establishments, interchange fees paid to credit and debit card networks, transaction processing fees to our transaction processor, inventory and related costs associated with the sale of our fully integrated kiosks, electronic gaming machines and system sales, check cashing warranties, field service and network operations personnel.
 
Advertising, Marketing and Promotional Costs
 
We expense advertising, marketing and promotional costs as incurred. Total advertising, marketing and promotional costs, included in operating expenses in the consolidated statements of income and comprehensive income, were $1.1 million, $0.7 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
Research and Development Costs
 
We conduct research and development activities primarily to develop new gaming systems, gaming engines, casino data management systems, casino central monitoring systems, video lottery outcome determination systems, gaming platforms, and gaming content and to add enhancements to our existing product lines. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based in our research and development investments, and we expect to continue to make such investments in the future. These research and development costs consist primarily of salaries and benefits, consulting fees, game lab testing fees, and an allocation of corporate facilities costs related to these activities. Once the technological feasibility of a project has been established, it is transferred from research to development, and capitalization of development costs begins until the product is available for general release.
 
Research and development costs were $0.8 million for the year ended December 31, 2014. As research and development costs relate to our Games segment which was acquired in 2014, there were no material research and development costs for the years ended December 31, 2013 and 2012.
 
Income Taxes
 
Income tax expense includes U.S. and international income taxes, plus the provision for U.S. taxes on undistributed earnings of international subsidiaries not deemed to be permanently invested. Since it is management’s practice and intent to reinvest the earnings in the international operations of our foreign subsidiaries, U.S. federal income taxes have not been provided on the undistributed earnings of any foreign subsidiaries except for GCA Macau. Some items of income and expense are not reported in tax returns and the consolidated financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes.
 
14 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Employee Benefits Plan
 
We have a retirement savings plan (the “401(k) Plan”) under Section 401(k) of the Internal Revenue Code covering our employees. The 401(k) Plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. As a benefit to employees, we match a percentage of these employee contributions. Expenses related to the matching portion of the contributions to the 401(k) Plan were $0.5 million, $0.5 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
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.
 
In determining fair value, we use a hierarchy that includes three levels which are based on the extent to which inputs used in measuring fair value are observable in the market. Level 1 indicates that the fair value is determined by using quoted prices in active markets for identical investments. Level 2 indicates that the fair value is determined using pricing inputs other than quoted prices in active markets such as models or other valuation methodologies. Level 3 indicates that the fair value is determined using pricing inputs that are unobservable for the investment and include situations where there is little, if any, market activity for the investment. Significant management estimates and judgment are used in the determination of the fair value of level 3 pricing inputs.
 
The carrying amount of cash and cash equivalents, settlement receivables, trade receivables, other receivables, settlement liabilities, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. The fair value of our borrowings are estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity and similar instruments trading in more active markets.
 
As of December 31, 2014, the fair value of our long-term debt was considered to approximate the carrying amount of each instrument since the Merger occurred on December 19, 2014. As of December 31, 2013, the fair value of our Prior Credit Facility was approximately $104.0 million as compared to a carrying amount of $103.0 million using a Level 2 input.
 
Foreign Currency Translation
 
Foreign currency denominated assets and liabilities for those foreign entities for which the local currency is the functional currency are translated into U.S. dollars based on exchange rates prevailing at the end of each year. Revenues and expenses are translated at average exchange rates during the year. The effects of foreign exchange gains and losses arising from these translations are included as a component of other comprehensive income on the consolidated statements of income and comprehensive income. Translation adjustments on intercompany balances of a long-term investment nature are recorded as a component of accumulated other comprehensive income on our consolidated balance sheets.
 
15 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Use of Estimates
 
We have made estimates and judgments affecting the amounts reported in these financial statements and the accompanying notes. The actual results may differ from these estimates. These accounting estimates incorporated into the consolidated financial statements include, but are not limited to:
 
·         the estimates and assumptions related to the preparation of the unaudited pro forma financial information contained herein;
 
·         the estimates and assumptions related to the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed of Multimedia Games as of the date of Merger and the acquisition of NEWave;
 
·         the estimated reserve for warranty expense associated with our check warranty receivables;
 
·         the valuation and recognition of share-based compensation;
 
·         the valuation allowance on our deferred income tax assets;
 
·         the estimated cash flows in assessing the recoverability of long-lived assets;
 
·         the estimates of future operating performance, weighted average cost of capital (“WACC”) and growth rates as well as other factors used in our annual goodwill and other intangible assets impairment evaluations;
 
·         the renewal assumptions used for customer contracts to estimate the useful lives of such assets; and
 
·         the judgments used to determine the stages of development and costs eligible for capitalization as internally developed software.
 
Earnings Applicable to Common Stock
 
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock resulting from assumed stock option exercises and vesting of restricted stock.
 
Share-Based Compensation
 
Share-based payment awards result in a cost that is measured at fair value on the award’s grant date. Our time-based stock options, including our cliff vesting time-based awards, expected to be exercised currently, and in future periods, were measured at fair value on the grant date using the Black Scholes model. Our restricted stock awards expected to be vested currently, and in future periods, were measured at fair value based on the stock price on the grant date. The compensation expense is recognized on a straight-line basis over the awards’ vesting periods.
 
Our market-based stock options will vest if our average stock price in any period of 30 consecutive trading days meets certain target prices during a four year period that commenced on the grant date of these options. If these target prices are not met during the four year period, the unvested shares underlying the options will terminate except if there is a change in control of the Company as defined in the 2014 Equity Incentive Plan, in which case, the unvested shares underlying such options shall become fully vested on the effective date of such change in control transaction. The options were measured at fair value on the grant date using a lattice-based valuation model based on the median time horizon from the date of grant for these options to the vesting date for those paths that achieved the target threshold(s). The compensation expense is recognized on a straight-line basis over the median vesting periods calculated under such valuation model.
 
16 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Forfeitures are estimated at the grant date for our time-based and market-based awards, with such estimates updated periodically; and with actual forfeitures recognized currently to the extent they differ from the estimates. Unless otherwise provided by the administrator of our equity incentive plans, stock options granted under our plans generally expire ten years from the date of grant. The exercise price of stock options is generally the closing market price of our common stock on the date of the stock option grant.
 
Reclassification of Prior Year Balances
 
Reclassifications were made to the prior-period financial statements to conform to the current period presentation. We classified our balance sheet for short-term and long-term assets and liabilities as a result of the Merger.
 
Recent Accounting Guidance
 
Recently Adopted Accounting Guidance
 
In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-17, which provides guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The pronouncement was effective on November 18, 2014. There was no impact of the adoption of ASU No. 2014-17 as we do not apply push-down accounting to our acquired subsidiaries.
 
Recent Accounting Guidance Not Yet Adopted
 
In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
 
In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
 
In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”. The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within our Notes to Consolidated Financial Statements.
 
17 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
3. BUSINESS COMBINATIONS
 
We account for business combinations in accordance with the accounting standards, which require that the assets acquired and liabilities assumed be recorded at their estimated fair values.
 
NEWave, Inc.
 
In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc., (“NEWave”) for an aggregate purchase price of approximately $14.9 million, of which approximately $2.5 million is expected to be paid in April 2015. NEWave is a supplier of compliance, audit and data efficiency software to the gaming industry.
 
We have not provided the supplemental pro forma impact of the NEWave acquisition on the revenue and earnings of the combined entity as if the acquisition date had been January 1, 2013, and the amount of revenue and earnings derived from NEWave have not been presented on a supplemental basis as such amounts are not material for the twelve months ended December 31, 2014 and 2013, respectively.
 
Multimedia Games Holding Company, Inc.
 
On December 19, 2014, Holdings completed its acquisition of Multimedia Games. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Multimedia Games, Merger Sub merged with and into Multimedia Games, with Multimedia Games continuing as the surviving corporation (the “Merger”). In the Merger, Multimedia Games became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Multimedia Games, other than shares held by Holdings, Multimedia Games, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest (“Merger Consideration”), together with the acceleration and full vesting of Multimedia equity awards, (collectively, the “Total Merger Consideration”).
 
Multimedia Games designs, manufactures and supplies gaming machines and systems to commercial and Native American casino operators as well as select lottery operators and commercial bingo facility operators. Multimedia Games’ revenue is generated from the operation of gaming machines in revenue sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary game themes.
 
Our combination with Multimedia Games creates a provider of Payments and Games solutions for our gaming establishment customers. The business combination provides us with: (a) growth opportunities, (b) enhanced scale, diversification and margins, and (c) the ability to increase profitability through cost synergies.
 
18 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
3. BUSINESS COMBINATIONS (Continued)
 
The total purchase consideration for Multimedia Games was as follows (in thousands, except per share amounts):

 	 	Amount	 	
Purchase consideration	 	 	 	
Total purchase price for Multimedia Games common stock (29,948 shares at $36.50 per share)	 	$	1,093,105	 	
Payment in respect to Multimedia Games outstanding equity awards	 	56,284	 	
Total merger consideration	 	1,149,389	 	
Repayments of Multimedia Games debt and other obligations	 	25,065	 	
Less: Multimedia Games outstanding cash at acquisition date	 	(118,299	)	
Total purchase consideration	 	$	1,056,155	 	
 
The Merger was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of which is deductible for tax purposes. The goodwill recognized is attributable primarily to the income potential from Multimedia Games penetrating into the Class III commercial casino market, the assembled workforce of Multimedia Games and expected synergies.
 
The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Multimedia’s assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as the Company finalizes its fair value analysis. The significant items for which a final fair value has not been determined as of the filing of this Annual Report on Form 10-K include accrued liabilities, the valuation and estimated useful lives of tangible and intangible assets and deferred income taxes. We expect to complete our fair value determinations no later than the fourth quarter of 2015. We do not expect our fair value determinations to materially change; however, there may be differences compared to those amounts at December 31, 2014 as we finalize our fair value analysis.
 
19 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
3. BUSINESS COMBINATIONS (Continued)
 
The information below reflects the preliminary purchase price allocation (in thousands):

 	 	Amount	 	
Purchase price allocation	 	 	 	
Current assets	 	$	68,548	 	
Property, equipment and leasehold improvements, net	 	87,283	 	
Goodwill	 	669,542	 	
Other intangible assets, net	 	403,300	 	
Other receivables, non-current	 	5,030	 	
Other assets, long-term	 	3,392	 	
Deferred tax asset, non-current	 	22,287	 	
Total assets	 	1,259,382	 	
Current liabilities	 	44,291	 	
Deferred tax liability, non-current	 	158,418	 	
Other accrued expenses and liabilities	 	518	 	
Total liabilities	 	203,227	 	
Net assets acquired	 	$	1,056,155	 	
 
Trade receivables acquired of $24.7 million were considered to be collectible and therefore the carrying amounts were considered to approximate fair value. Inventory acquired of $16.5 million was fair valued based on model-based valuations for which inputs and value drivers were observable.
 
The following table summarizes acquired tangible assets (in thousands):

 	 	Useful Life
(years)	 	Estimated
Fair Value	 	
Property, Equipment and Leased Assets	 	 	 	 	 	
Gaming equipment	 	2 - 4	 	$	78,201	 	
Leasehold and building improvements	 	Lease Term	 	2,105	 	
Machinery and equipment	 	3 - 5	 	4,126	 	
Other	 	2 - 7	 	2,851	 	
Total property, equipment and leased assets	 	 	 	$	87,283	 	
 
The fair value of property, equipment and leased assets was determined using the cost approach as the primary approach for valuing the majority of the personal property. The market approach was used to estimate the value of vehicles. The income approach was used to quantify any economic obsolescence that may be present in the personal property. No economic obsolescence adjustments were made to the personal property, as the business enterprise valuation indicated sufficient cash flows to support the values established through the cost and market approaches.
 
20 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
3. BUSINESS COMBINATIONS (Continued)
 
The following table summarizes acquired intangible assets (in thousands):

 	 	Useful Life
(years)	 	Estimated
Fair Value	 	
Other intangible assets	 	 	 	 	 	
Tradenames and trademarks	 	3 - 7	 	$	14,800	 	
Computer software	 	3 - 5	 	3,755	 	
Developed technology	 	2 - 6	 	139,645	 	
Customer relationships	 	8 - 12	 	231,100	 	
Contract rights	 	1 - 7	 	14,000	 	
Total other intangible assets	 	 	 	$	403,300	 	
 
The fair values of trade names and trademarks and developed technology were determined by applying the income approach utilizing the relief from royalty methodology. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology. The fair value of contract rights was considered to approximate the carrying amount based on contractual obligations associated with these other intangible assets. The discount rates utilized to estimate the fair value of these other intangible assets ranged from 10.0% to 11.0%.
 
GCA and Multimedia Games had different fiscal year ends. Accordingly, the unaudited pro forma condensed combined statements of income for the year ended December 31, 2014 combined historical GCA consolidated statement of income for its year ended December 31, 2014 with historical Multimedia Games consolidated statement of operations for its year ended September 30, 2014, giving effect to the Merger as if it had occurred on January 1, 2013. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2013 combined historical GCA consolidated statement of income for its year ended December 31, 2013 with historical Multimedia Games consolidated statement of operations for its year ended September 30, 2013, giving effect to the Merger as if it had occurred on January 1, 2013.
 
The unaudited pro forma condensed combined financial information does not purport to represent the results of operations of GCA that would have actually resulted had the Merger been completed as of the dates indicated, nor should the information be taken as indicative of the future results of operations or financial position of the combined company. The unaudited pro forma condensed combined financial statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of scale that GCA may achieve with respect to the combined operations of GCA and Multimedia Games. The unaudited pro forma amounts include the historical operating results of the Company and Multimedia Games prior to the Merger, with adjustments directly attributable to the Merger. The unaudited pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and the step-up in basis associated with tangible assets acquired and increases to interest expense, related to debt issued to fund the Merger. Also reflected in the year ended December 31, 2014 are adjustments for the impact of acquisition-related costs and other costs as a result of the Merger of $27.4 million. There were no acquisition-related costs incurred for the year ended December 31, 2013. All adjustments utilized an effective federal statutory tax rate of 35.0%.
 
21 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
3. BUSINESS COMBINATIONS (Continued)
 
The following table reflects selected financial data from the unaudited pro forma consolidated financial information assuming the Merger occurred as of January 1, 2013 (in thousands):

 	 	Year Ended
December 31,	 	
 	 	2014	 	2013	 	
Unaudited pro forma results of operations (in thousands, except per share amounts)	 	 	 	 	 	
Revenues	 	$	800,732	 	$	771,810	 	
Net (loss)	 	(5,083	)	(7,003	)	
Basic loss per share	 	(0.08	)	(0.11	)	
Diluted loss per share	 	(0.08	)	(0.10	)	

The financial results for Multimedia Games included in the consolidated statements of operations since the acquisition date of December 19, 2014 reflected revenues of approximately $7.4 million and net loss of approximately $3.0 million, including acquisition-related costs of $1.3 million.
 
Through December 31, 2014, we expensed approximately $10.7 million of costs related to the acquisition of Multimedia Games for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses and are included in the consolidated statements of income and comprehensive income within operating expenses. These costs do not include any costs related to additional site consolidation or rationalization that we might consider following the closing of the Merger.
 
4. ATM FUNDING AGREEMENTS
 
Wells Fargo Contract Cash Solutions Agreement
 
Our Contract Cash Solutions Agreement with Wells Fargo allows us to use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a contractually defined cash usage rate. Under this agreement, all currency supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable. As the cash is never an asset of ours, supplied cash is not reflected on our balance sheet.
 
In June 2012, we amended the Contract Cash Solutions Agreement with Wells Fargo to increase the maximum amount of cash to be provided to us from $400.0 million to $500.0 million, and the initial term of the Contract Cash Solutions Agreement has been extended from November 30, 2013 until November 30, 2015. The outstanding balances of ATM cash utilized by us from Wells Fargo were $396.3 million and $427.1 million as of December 31, 2014 and 2013, respectively.
 
Under the terms of the Contract Cash Solutions Agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs multiplied by a contractually defined cash usage rate. This cash usage rate is determined by an applicable LIBOR plus a mutually agreed upon margin.
 
We are exposed to interest rate risk to the extent that the applicable LIBOR increases.
 
22 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
4. ATM FUNDING AGREEMENTS (Continued)
 
Cash usage fees, reflected as interest expense within the consolidated statements of income and comprehensive income, were $2.3 million, $2.2 million and $3.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
We are responsible for any losses of cash in the ATMs under our agreement with Wells Fargo and we self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended December 31, 2014 and 2013.
 
Site-Funded ATMs
 
We operate ATMs at certain customer gaming establishments where the gaming establishment provides the cash required for the ATM operational needs. We are required to reimburse the customer for the amount of cash dispensed from these Site-Funded ATMs. The Site-Funded ATM liability is included within settlement liabilities in the accompanying consolidated balance sheets and was $69.3 million and $68.9 million as of December 31, 2014 and 2013, respectively.
 
5. TRADE RECEIVABLES
 
Trade receivables represent short-term credit granted to customers for which collateral is generally not required. The balance of trade receivables consists of outstanding balances owed to us by gaming establishments. The balance of trade receivables consisted of the following (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Trade receivables, net	 	 	 	 	 	
Games trade receivables	 	$	28,270	 	$	—	 	
Kiosk trade receivables	 	5,247	 	8,262	 	
Warranty and other trade receivables	 	4,180	 	3,396	 	
Total trade receivables, net	 	$	37,697	 	$	11,658	 	
 
The material balance of the allowance for doubtful accounts for trade receivables is from warranty receivables. On a monthly basis, we evaluate the collectability of the outstanding balances and establish a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) in the consolidated statements of income and comprehensive income.
 
23 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
5. TRADE RECEIVABLES (Continued)
 
A summary activity of the reserve for warranty losses is as follows (in thousands):

 	 	Amount	 	
Balance, December 31, 2011	 	$	6,756	 	
Warranty expense provision	 	5,226	 	
Charge offs against reserve	 	(5,074	)	
Balance, December 31, 2012	 	$	6,908	 	
Warranty expense provision	 	7,874	 	
Charge offs against reserve	 	(12,005	)	
Balance, December 31, 2013	 	2,777	 	
Warranty expense provision	 	9,029	 	
Charge offs against reserve	 	(9,022	)	
Balance, December 31, 2014	 	$	2,784	 	
 
6. OTHER RECEIVABLES
 
Other receivables includes the balance of notes and loans receivable on our gaming and fully integrated kiosk products as well as income taxes receivable and other miscellaneous receivables. The balance of other receivables consisted of the following (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Other receivables	 	 	 	 	 	
Notes and loans receivable, net of discount of $853 and $0, respectively	 	$	13,939	 	$	3,249	 	
Federal and state income tax receivable	 	15,092	 	16	 	
Other	 	706	 	2,039	 	
Total other receivables	 	29,737	 	5,304	 	
Less: Notes and loans receivable, non-current	 	9,184	 	699	 	
Total other receivables, current portion	 	$	20,553	 	$	4,605	 	
 
Notes receivable from development agreements are generated from reimbursable amounts advanced under development agreements. The notes receivable from development agreements balance includes a development agreement with the Chickasaw Nation for the Winstar Casino expansion entered into on November 19, 2012.
 
On July 17, 2014, Multimedia Games entered into an agreement with Bee Caves Games, Inc. (“Bee Caves Games”) under which Multimedia Games agreed to make a loan pursuant to a secured promissory note in the amount of $4.5 million. In association with the promissory note, Multimedia Games received warrants to purchase Bee Caves Games common stock, and recorded a discount to the note for the fair value of the warrants received. The note, which bears interest at 7%, requires interest only payments for the first 24 months followed by repayments of principal and interest in 48 equal monthly installments.
 
24 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
7. PREPAID AND OTHER ASSETS
 
Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs and other assets. The short-term portion of these assets is included in prepaid and other assets and the long-term portion is included in other assets, non-current.
 
The balance of prepaid and other assets consisted of the following (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Prepaid expenses and other assets	 	 	 	 	 	
Prepaid expenses	 	$	7,163	 	$	7,679	 	
Deposits	 	8,781	 	6,260	 	
Other	 	3,044	 	2,735	 	
Total prepaid expenses and other assets	 	$	18,988	 	$	16,674	 	
 
The balance of other assets, non-current consisted of the following (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Other assets, non-current	 	 	 	 	 	
Debt issuance costs	 	$	41,109	 	$	4,081	 	
Prepaid expenses and deposits, non-current	 	3,956	 	1,320	 	
Other	 	5,878	 	4,985	 	
Total other assets non-current	 	$	50,943	 	$	10,386	 	
 
8. INVENTORY
 
We currently maintain separate inventories for our Payments and Games products. Our Payments related inventory primarily consists of parts as well as finished goods and work-in-progress and is stated at the lower of cost or market accounted for using the average cost method. Our Games related inventory primarily consists of component parts, completed player terminals and back-office computer equipment and is stated at fair value based as a result of the Merger. However, our Games segment historically accounted for inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of materials, labor, overhead and freight.
 
Inventory consisted of the following (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Inventory	 	 	 	 	 	
Raw materials and component parts, net of reserves of $22 and $50, respectively	 	$	21,151	 	$	7,147	 	
Work in progress	 	803	 	1,504	 	
Finished goods	 	5,209	 	762	 	
Total inventory	 	$	27,163	 	$	9,413	 	
 
25 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
9. DEVELOPMENT AND PLACEMENT FEE AGREEMENTS
 
We enter into development and placement fee agreements to provide financing for new gaming facilities or for the expansion or improvement of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to us, while funding under placement fee agreements is not reimbursed. In return for the fees under the agreements, the facility dedicates a percentage of its floor space for the placement of our EGMs over the term of the agreement, which is generally for 12 to 83 months, and we receive a fixed percentage or flat fee of those machines’ hold per day. Certain of the agreements contain EGM performance standards that could allow the facility to reduce a portion of our guaranteed floor space.
 
In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The development agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the gaming facility. In the past we have, and in the future, we may, by mutual agreement, amend these contracts to reduce our floor space at the facilities. Any proceeds received for the reduction of floor space is first applied against the intangible asset for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.
 
On November 19, 2012, Multimedia Games entered into a development agreement with the Chickasaw Nation to assist with the expansion of the Winstar World Casino. As part of this agreement, Multimedia Games received the right to 150 unit placements for a period of 68 months in exchange for a payment of $6.5 million. The payment was made in two equal installments in November 2012 and January 2013.
 
On March 7, 2013, Multimedia Games paid a placement fee of approximately $2.0 million to the Chickasaw Nation to extend the placement of 201 units in six casino locations across Oklahoma for an additional term of 50 months.
 
Management reviews intangible assets related to development and placement fee agreements for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no events or changes in circumstances during the period ended December 31, 2014 that required an impairment charge to the carrying value of intangible assets recorded in connection with these agreements.
 
26 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
10. PROPERTY, EQUIPMENT AND LEASED ASSETS
 
Property, equipment and leased assets consist of the following (amounts in thousands):

 	 	 	 	At December 31, 2014	 	At December 31, 2013	 	
 	 	Useful Life
(years)	 	Cost	 	Accumulated
Depreciation	 	Net Book
Value	 	Cost	 	Accumulated
Depreciation	 	Net Book
Value	 	
Property, equipment and leased assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rental pool—deployed	 	2 - 4	 	$	70,295	 	$	876	 	$	69,419	 	$	—	 	$	—	 	$	—	 	
Rental pool—undeployed	 	2 - 4	 	10,562	 	151	 	10,411	 	—	 	—	 	—	 	
ATM equipment	 	5	 	23,572	 	16,543	 	7,029	 	28,394	 	22,011	 	6,383	 	
Office, computer and other equipment	 	3	 	15,238	 	8,848	 	6,390	 	11,729	 	5,408	 	6,321	 	
Leasehold and building improvements	 	Lease Term	 	6,289	 	895	 	5,394	 	6,362	 	1,268	 	5,094	 	
Machinery and equipment	 	3 - 5	 	3,395	 	34	 	3,361	 	—	 	—	 	—	 	
Cash advance equipment	 	3	 	3,372	 	1,873	 	1,499	 	3,178	 	2,266	 	912	 	
Other	 	2 - 5	 	2,772	 	189	 	2,583	 	—	 	—	 	—	 	
Total	 	 	 	$	135,495	 	$	29,410	 	$	106,085	 	$	49,663	 	$	30,953	 	$	18,710	 	
 
11. GOODWILL AND OTHER INTANGIBLE ASSETS
 
Goodwill
 
The changes in the carrying amount of goodwill are as follows (in thousands):

 	 	Cash Advance	 	ATM	 	Check Services	 	Games	 	Other	 	Total	 	
Goodwill	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2012	 	$	100,937	 	$	33,051	 	$	23,281	 	$	—	 	$	22,872	 	$	180,141	 	
Foreign translation adjustment	 	(57	)	—	 	—	 	—	 	—	 	(57	)	
Balance, December 31, 2013	 	$	100,880	 	$	33,051	 	$	23,281	 	$	—	 	$	22,872	 	$	180,084	 	
Goodwill acquired during the year	 	—	 	—	 	—	 	669,452	 	8,439	 	677,891	 	
Foreign translation adjustment	 	(62	)	—	 	—	 	—	 	—	 	(62	)	
Balance, December 31, 2014	 	$	100,818	 	$	33,051	 	$	23,281	 	$	669,452	 	$	31,311	 	$	857,913	 	
 
In accordance with ASC 350, we test goodwill at the reporting unit level, which in certain cases may be a component of an operating segment, for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Our goodwill was not impaired as of December 31, 2014 and December 31, 2013 based upon the results of our testing.
 
27 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)
 
Goodwill Testing
 
In performing the 2014 annual impairment test, we utilized the two-step approach prescribed under ASC 350. The first step required a comparison of the carrying value of each reporting unit to its estimated fair value. To estimate the fair value of our reporting units for Step 1, we used a combination of the income approach and the market approach. The income approach is based on a discounted cash flow analysis, or DCF method. This method involves estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value (“DCF”), using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The forecasted cash flows are based on our most recent budget and for years beyond the budget. Our budgets are based on estimated future growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future cash flow projections, used in the DCF are based on estimates of the weighted average cost of capital, or WACC, of market participants relative to each respective reporting unit. The market approach considers comparable market data based on multiples of revenue or earnings before taxes, depreciation and amortization (“EBITDA”).
 
If the carrying value of a reporting unit exceeds its estimated fair value, we are required to perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of goodwill is derived by performing a hypothetical purchase price allocation for the reporting unit as of the measurement date, allocating the reporting unit’s estimated fair value to its assets and liabilities. The residual amount from performing this allocation represents the implied fair value of goodwill. To the extent this amount is below the carrying amount of goodwill, an impairment charge is recorded.
 
Key assumptions used in estimating fair value under the discounted cash flow approach included a discount rate of: (a) 11.0% for the Cash Advance, ATM, Check Services and Central Credit reporting units; (b) 11.5% for the Fully Integrated Kiosk Sales and Services reporting unit; and (c) 15.5%, for the Anti-Money Laundering and Tax Compliance Software reporting unit. In addition, projected compound average revenue growth rates of 0.0% to 4.0% and terminal value growth rates of 1.0% to 2.5% were used in the analyses. The discounted cash flow analyses for our reporting units included estimated future cash inflows from operations and estimated future cash outflows for capital expenditures.
 
Key assumptions used in estimating fair value under the market approach were based on observed market multiples of enterprise value to revenue and EBITDA for both comparable publicly traded companies and recent merger and acquisition transactions involving similar companies to estimate appropriate controlling basis multiples to apply to each of the reporting units. Based on the multiples implied by this market data, we selected multiples of revenue of 0.0 to 5.2 times and multiples of EBITDA of 6.2 to 8.6 times.
 
The estimate of fair value requires significant judgment. We based our fair value estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain, including estimates of future growth rates and operating margins and assumptions about the overall economic climate and the competitive environment for our business units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill and identifiable intangible asset testing as of the time of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, we may be required to record goodwill and/or intangible asset impairment charges in future periods, whether in connection with our next annual impairment testing or earlier, if an indicator of an impairment is present before our next annual evaluation.
 
28 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)
 
We conducted our annual impairment test for our reporting units during the fourth quarter of 2014 and 2013 and no impairment was identified.
 
Other Intangible Assets
 
Other intangible assets consist of the following (in thousands):

 	 	 	 	At December 31, 2014	 	At December 31, 2013	 	
 	 	Useful Life
(years)	 	Cost	 	Accumulated
Amortization	 	Net Book
Value	 	Cost	 	Accumulated
Amortization	 	Net Book
Value	 	
Intangible assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contract rights under development and placement fee agreements	 	1 - 7	 	$	14,000	 	$	301	 	$	13,699	 	$	—	 	$	—	 	$	—	 	
Customer contracts	 	7 - 14	 	43,938	 	29,931	 	14,007	 	39,142	 	25,670	 	13,472	 	
Customer relationships	 	8 - 12	 	231,100	 	733	 	230,367	 	—	 	—	 	—	 	
Developed technology	 	2 - 6	 	140,289	 	1,571	 	138,718	 	—	 	—	 	—	 	
Computer software	 	1 - 5	 	34,128	 	13,033	 	21,095	 	26,386	 	13,069	 	13,317	 	
Patents, trademarks and other	 	1 - 17	 	27,856	 	8,957	 	18,899	 	12,423	 	7,677	 	4,746	 	
Total	 	 	 	$	491,311	 	$	54,526	 	$	436,785	 	$	77,951	 	$	46,416	 	$	31,535	 	
 
In the fourth quarter 2014, we evaluated our other intangible assets for potential impairment as part of our review process. Our online payment processing intangible assets were identified for further testing. We determined that these definite-lived intangible assets were potentially impaired primarily due to a combination of the following factors: (a) legislative constraints at the state and federal level; (b) significant changes in management; and (c) lower than anticipated operating results.
 
These definite-lived intangible assets were evaluated using an undiscounted cash flow approach to determine if an impairment existed. As impairment was indicated based on the undiscounted cash flow approach, we discounted the cash flows and applied probability factors to calculate the resulting fair values and compared to the existing carrying value to determine the amount of impairment. The amount of impairment was approximately $3.1 million. The revised cost basis of $1.6 million for our online payment processing intangible asset will be amortized over an estimated remaining useful life of three years. These assets have been valued using level 3 fair value inputs.
 
Amortization expense related to other intangible assets totaled approximately $14.2 million, $9.6 million and $9.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. We capitalized and placed into service $8.2 million, $5.1 million and $0.7 million of software development costs for the years ended December 31, 2014, 2013 and 2012, respectively.
 
The total net book value of amortizable intangible assets was approximately $436.8 million at December 31, 2014. The total net book value of amortizable intangible assets was approximately $31.5 million at December 31, 2013.
 
29 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)
 
The anticipated amortization expense related to other intangible assets, assuming no subsequent impairment of the underlying assets, is as follows (in thousands):

 	 	Amount	 	
Anticipated amortization expense	 	 	 	
2015	 	$	91,651	 	
2016	 	85,757	 	
2017	 	47,522	 	
2018	 	36,559	 	
2019	 	35,392	 	
Thereafter	 	139,904	 	
Total	 	$	436,785	 	
 
12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
The following table presents our accounts payable and accrued expenses (amounts in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Accounts payable and accrued expenses	 	 	 	 	 	
Trade accounts payable	 	$	48,962	 	$	35,662	 	
Payroll and related expenses	 	10,889	 	4,758	 	
Cash access processing and related expenses	 	4,414	 	4,300	 	
Deferred and unearned revenues	 	8,016	 	4,270	 	
Accrued taxes	 	3,195	 	1,024	 	
Accrued interest	 	3,387	 	208	 	
Other	 	25,805	 	3,379	 	
Total accounts payable and accrued expenses	 	$	104,668	 	$	53,601	 	
 
13. LONG-TERM DEBT
 
The following table summarizes our indebtedness at December 31, (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Long-term debt	 	 	 	 	 	
Senior credit facility	 	$	—	 	$	103,000	 	
Senior secured term loan	 	500,000	 	—	 	
Senior secured notes	 	350,000	 	—	 	
Senior unsecured notes	 	350,000	 	—	 	
Total debt	 	1,200,000	 	103,000	 	
Less: original issue discount	 	(11,213	)	—	 	
Total debt after discount	 	1,188,787	 	103,000	 	
Less: current portion of long-term debt	 	(10,000	)	(1,030	)	
Long-term debt, less current portion	 	$	1,178,787	 	$	101,970	 	
 
30 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
13. LONG-TERM DEBT (Continued)
 
On December 19, 2014 and in connection with the Merger, we refinanced all of our indebtedness outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.
 
Credit Facilities
 
On December 19, 2014, GCA, as borrower, and Holdings entered into a credit agreement among GCA, Holdings, Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities, Inc. as joint lead arrangers and joint book managers (the “Credit Agreement”). The Credit Agreement provides for a $50.0 million five-year Revolving Credit Facility that matures in 2019 and a $500.0 million six-year Term Loan that matures in 2020. The fees associated with the Credit Facilities included discounts of approximately $7.5 million and debt issuance costs of approximately $13.9 million. All borrowings under the Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default and compliance with representations and warranties.
 
The interest rate per annum applicable to the Revolving Credit Facility is, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan is also, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our consolidated secured leverage ratio.
 
Voluntary prepayments of the term loan and the revolving loans and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the Credit Agreement governing the Credit Facilities, with prior notice but without premium or penalty, except that certain refinancing transactions of the Term Loan within twelve months after the closing of the Credit Facilities will be subject to a prepayment premium of 1.00% of the principal amount repaid.
 
Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of GCA, Holdings and the subsidiary guarantors (the “Collateral”) including: (a) a perfected first priority pledge of all the capital stock of GCA and each domestic direct, wholly owned material restricted subsidiary held by Holdings, GCA or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, GCA, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Multimedia Games and its material domestic subsidiaries.
 
31 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
13. LONG-TERM DEBT (Continued)
 
The Credit Agreement governing the Credit Facilities contains certain covenants that, among other things, limit Holdings’ ability, and the ability of certain of its subsidiaries, to incur additional indebtedness; sell assets or consolidate or merge with or into other companies; pay dividends or repurchase or redeem capital stock; make certain investments; issue capital stock of subsidiaries; incur liens; prepay, redeem or repurchase subordinated debt; and enter into certain types of transactions with our affiliates. The Credit Agreement governing the Credit Facilities also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio as well as an annual excess cash flow requirement.
 
Events of default under the Credit Agreement governing the Credit Facilities include customary events such as a cross-default provision with respect to other material debt (which includes the Notes). In addition, an event of default will occur if Holdings undergoes a change of control. This is defined to include the case where Holdings ceases to own 100% of the equity interests of GCA, or where any person or group acquires a percentage of the economic or voting interests of Holdings’ capital stock of 35% or more (determined on a fully diluted basis), or where a majority of the board of directors of Holdings ceases to consist of persons who are directors of Holdings on the closing date of the Credit Facilities or other directors whose nomination for election to the board of directors of GCA was recommended by a majority of the then continuing directors.
 
At December 31, 2014, we had approximately $500.0 million of borrowings outstanding under the Term Loan and $50.0 million of additional borrowing availability under the Revolving Credit Facility, based upon borrowing base calculations as of such date. We were in compliance with the terms of the Credit Facilities as of December 31, 2014.
 
Senior Notes
 
At December 31, 2014, we had two series of outstanding notes: (a) $350.0 million aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the “Secured Notes”), and (b) $350.0 million aggregate principal amount of 10.00% Senior Unsecured Notes due 2022 (the “Unsecured Notes”).
 
On December 19, 2014, we issued the Secured Notes at an initial offering price of 100% and the Unsecured Notes at an initial offering price of 98.921%. Our net proceeds from the sale of the Notes were approximately $680.0 million after deducting discounts of approximately $3.8 million and commissions of approximately $16.2 million and before deducting any other fees and expenses related to the Notes offering. Other fees and expenses included additional debt issuance costs associated with the Notes of approximately $11.2 million.
 
The Secured Notes are senior secured obligations of the Company, equally and ratably secured with the Company’s obligations under the Credit Facilities. The Secured Notes rank equally with the Company’s existing and future senior debt and senior to the Company’s existing and future senior subordinated debt. The Unsecured Notes are senior unsecured obligations of the Company, and rank equally with the Company’s existing and future senior debt and senior to the Company’s existing and future senior subordinated debt. The Secured Notes are guaranteed on a senior secured basis by Holdings and all of its material domestic subsidiaries (other than GCA) and the Unsecured Notes are guaranteed on a senior unsecured basis by Holdings and all of its material domestic subsidiaries (other than GCA).
 
The indentures governing the Notes contain certain covenants that, among other things, limit our ability, and the ability of certain of our subsidiaries, to incur additional indebtedness, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend credit, engage in certain transactions with affiliates, consummate certain asset sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of our assets, or create certain liens and other encumbrances on our assets.
 
32 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
13. LONG-TERM DEBT (Continued)
 
The indentures governing the Notes contain events of default customary for agreements of their type (with customary grace periods, as applicable) and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to Holdings or GCA, all outstanding notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 25% in principal amount of the then outstanding Secured Notes or Unsecured Notes, as applicable, may declare all such notes to be due and payable immediately.
 
At the closing of the offering of the Notes, the Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement.  Under the terms of the purchase agreement, during a one year period following the closing and upon prior notice from the initial purchasers, the Company must use commercially reasonable efforts to aid the purchasers in the resale of the Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein.
 
In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the holders of the Unsecured Notes, to file with the Securities and Exchange Commission (the “SEC”), and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes (the “Exchange Notes”) with terms identical to the Unsecured Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below).  Under certain circumstances, including if applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, the Company and the guarantors must use their commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Unsecured Notes and to keep that shelf registration statement effective until the first anniversary of the date such shelf registration statement becomes effective, or such shorter period that will terminate when all Unsecured Notes covered by the shelf registration statement have been sold. The obligation to complete the exchange offer and/or file a shelf registration statement will terminate on the second anniversary of the date of the Registration Rights Agreement.  If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before December 19, 2015, the annual interest rate borne by the Unsecured Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the shelf registration statement is declared effective, at which time the interest rate will revert to the original interest rate on the date the Unsecured Notes were originally issued.
 
We were in compliance with the covenants of the Notes as of December 31, 2014.
 
33 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
13. LONG-TERM DEBT (Continued)
 
Principal Repayments
 
The maturities of our borrowings at December 31, 2014 are as follows (in thousands):

 	 	Amount	 	
Maturities of borrowings	 	 	 	
2015	 	$	10,000	 	
2016	 	10,000	 	
2017	 	10,000	 	
2018	 	10,000	 	
2019	 	10,000	 	
Thereafter	 	1,150,000	 	
Total	 	$	1,200,000	 	
 
14. COMMITMENTS AND CONTINGENCIES
 
Lease Obligations
 
We lease office facilities and operating equipment under cancelable and non-cancelable agreements. Total rent expense was approximately $1.9 million, $1.8 million and $0.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
In October 2012, we entered into a long-term lease agreement related to office space for our new corporate headquarters located in Las Vegas, Nevada, which we occupied in the first half of 2013.
 
In September 2014, the long-term lease agreement for office space in Austin, Texas, was extended through March 2021.
 
As of December 31, 2014, the minimum aggregate rental commitment under all non-cancelable operating leases were as follows (in thousands):

 	 	Amount	 	
Minimum aggregate rental commitments	 	 	 	
2015	 	$	3,392	 	
2016	 	3,125	 	
2017	 	2,626	 	
2018	 	2,440	 	
2019	 	2,452	 	
Thereafter	 	5,829	 	
Total	 	$	19,864	 	
 
34 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
14. COMMITMENTS AND CONTINGENCIES (Continued)
 
Litigation Claims and Assessments
 
Multimedia Games Shareholder Litigation
 
In connection with the Merger, certain actions were filed by putative shareholders of Multimedia Games in the United States District Court for the Western District of Texas (the “Texas Federal Action”) and the District Court of Travis County, Texas (the “Texas State Court Action”). In both the Texas Federal Action and the Texas State Court Action, plaintiffs alleged that Multimedia Games’ directors breached their fiduciary duties to Multimedia Games and/or its shareholders because, among other things, the Merger allegedly involved an unfair price, an inadequate sales process, self-dealing and unreasonable deal protection devices. The complaints further alleged that Holdings and its formerly wholly owned merger subsidiary, Movie Merger Sub, Inc., aided and abetted those purported breaches of fiduciary duty. On November 20, 2014, the defendants in the Texas Federal Action reached an agreement in principle with the plaintiffs in the Texas Federal Action regarding settlement of all claims asserted on behalf of the alleged class of Multimedia Games shareholders and on behalf of Multimedia Games, and that agreement is reflected in a memorandum of understanding. In connection with the settlement contemplated by the memorandum of understanding, Multimedia Games agreed to make certain additional disclosures in its proxy statement related to the Merger, which disclosure Multimedia Games made in a Current Report on Form 8-K filed on November 21, 2014. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement.
 
The stipulation of settlement will be subject to customary conditions, including court approval. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the United States District Court for the Western District of Texas will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is approved by the court in the form contemplated by the parties, it will resolve and release all claims in the Texas Federal Action that were or could have been brought challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in connection therewith, including in Multimedia Games’ definitive proxy statement, pursuant to terms that will be disclosed to shareholders prior to final approval of the settlement. In addition, in connection with the settlement, the defendants in the Texas Federal Action agreed not to oppose an application by plaintiffs in the Texas Federal Action for an attorneys’ fee award from the United States District Court for the Western District of Texas of up to $310,000, which fee has been paid by Holdings. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the United States District Court for the Western District of Texas will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated.
 
The Texas State Court Action remains pending as of March 16, 2015, the date these consolidated financial statements were issued.
 
Alabama Litigation
 
The Company is currently involved in two lawsuits, as further described below, related to Multimedia Games’ former charity bingo operations in the State of Alabama, neither of which it believes are material from a damages perspective. The lawsuits are currently pending in federal court, and include claims related to the alleged illegality of electronic charity bingo in the State of Alabama.
 
Dollie Williams, et al., v. Macon County Greyhound Park, Inc., et al., a civil action, was filed on March 8, 2010, in the United States District Court for the Middle District of Alabama, Eastern Division, against Multimedia Games and others. The plaintiffs, who claim to have been patrons of VictoryLand, allege that Multimedia Games participated in gambling operations that violated Alabama state law by supplying to VictoryLand purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On March 29, 2013, the court entered an order granting the plaintiffs’ motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the Eleventh Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On June 18, 2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal. Following briefing and oral argument, on April 2, 2014, the Eleventh Circuit Court of Appeals entered an order reversing the district court’s ruling on class certification and remanding the case to the district court. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.
 
35 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
14. COMMITMENTS AND CONTINGENCIES (Continued)
 
Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Multimedia Games and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that Multimedia Games participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs’ motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.
 
We are subject to other claims and suits that arise from time to time in the ordinary course of business, including those discussed above. We do not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our financial position, liquidity or results of operations.
 
15. SHAREHOLDERS’ EQUITY
 
Preferred Stock.   Our amended and restated certificate of incorporation allows our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges and relative participating, optional, or special rights as well as the qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. As of December 31, 2014, we had no shares of preferred stock outstanding.
 
Common Stock.   Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption.
 
36 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
15. SHAREHOLDERS’ EQUITY (Continued)
 
There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of December 31, 2014, we had 90,405,450 shares of common stock issued.
 
Common Stock Repurchase Program.   Our share repurchase program granted us the authority to repurchase up to $40.0 million of our outstanding common stock over a two-year period, which commenced in the first quarter of 2013 and expired at the end of the fourth quarter of 2014. We repurchased approximately 1.5 million shares of common stock for cash of approximately $11.7 million under the share repurchase program for the year ended December 31, 2014. We repurchased approximately 2.6 million shares of common stock for cash of approximately $18.2 million under the share repurchase program for the year ended December 31, 2013. We completed the share repurchases with cash on hand. The repurchase program authorized us to buy our common stock from time to time through open market, privately negotiated or other transactions, including pursuant to trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Exchange Act, or by a combination of such methods.
 
Treasury Stock.   Employees may direct us to withhold vested shares of restricted stock to satisfy the minimum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards 55,502 and 14,901 shares of common stock at an aggregate purchase price of $0.5 million and $0.1 million, for the years ended December 31, 2014 and 2013, respectively, to satisfy the minimum applicable tax withholding obligations related to the vesting of such restricted stock awards.
 
The following table provides the treasury stock activity that occurred in 2014 (number of shares and cost in thousands):

 	 	Total Number of
Shares Purchased
or Withheld
(in thousands)	 	Average Price
Purchased or
Withheld
(per share)	 	Cost of Shares
Purchased or
Withheld
(in thousands)	 	
Outstanding, December 31, 2013	 	23,303	 	$	7.03	 	$	163,840	 	
Shares repurchased under current plan	 	1,458	 	$	8.04	 	11,721	 	
Shares withheld from restricted stock vesting	 	55	 	$	8.35	 	459	 	
Outstanding, December 31, 2014	 	24,816	 	$	7.09	 	$	176,020	 	
 
37 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
16. WEIGHTED AVERAGE SHARES OF COMMON STOCK
 
The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	2012	 	
Weighted average shares	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding—basic	 	65,780	 	66,014	 	65,933	 	
Potential dilution from equity grants(1)	 	1,083	 	1,191	 	1,404	 	
Weighted average number of common shares outstanding—diluted	 	66,863	 	67,205	 	67,337	 	

(1)	The potential dilution excludes the weighted average effect of stock options to acquire 7.6 million, 5.9 million and 5.1 million shares of our common stock at December 31, 2014, 2013 and 2012, respectively, because the application of the treasury stock method, as required, makes them anti-dilutive.	
 
17. SHARE-BASED COMPENSATION
 
Equity Incentive Awards
 
In January 2005, we adopted the 2005 Stock Incentive Plan (the “2005 Plan”) to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and thus to promote the success of our business. The 2005 Plan is administered by our Compensation Committee. The administrator of the 2005 Plan has the authority to select individuals who are to receive options or other equity incentive awards under the 2005 Plan and to specify the terms and conditions of grants of options or other equity incentive awards, the vesting provisions, the term and the exercise price.
 
In May 2014, we adopted the 2014 Equity Incentive Plan (the “2014 Plan”) to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and thus to promote the success of our business. The 2014 Plan is administered by our Compensation Committee. The administrator of the 2014 Plan has the authority to select individuals who are to receive options or other equity incentive awards under the 2014 Plan and to specify the terms and conditions of grants of options or other equity incentive awards, the vesting provisions, the term and the exercise price.
 
Generally, our time-based stock options granted under the 2005 Plan (other than those granted to non-employee directors) will vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest in equal portions over the following 36 months, such that all shares are vested after four years.
 
Generally, our time-based stock options and restricted stock granted under the 2014 Plan will vest at a rate of 25% per year on each of the first four yearly anniversaries of the option grant dates.
 
Our market-based stock options granted under the 2005 Plan typically vest if our average stock price in any period of 30 consecutive trading days meets certain target prices during a four year period that commenced on the date of grant for these options. If these target prices are not met during such four year period, the unvested shares underlying the options will terminate, except if there is a change in control of the Company as defined in the 2005 Plan, in which case, the unvested shares underlying such options shall become fully vested on the effective date of such change in control.
 
38 

 
CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
17. SHARE-BASED COMPENSATION (Continued)
 
Our cliff vesting time-based stock options granted under the 2005 Plan will vest based on the requisite service periods with a portion to vest after five years and another portion to vest after six years.
 
The vesting provisions of restricted stock under the 2005 Plan are similar to those applicable to time-based stock options under the 2005 Plan. As these restricted shares were issued primarily to our employees when all or a portion of the restricted stock award vests, in most cases, a certain portion of the shares subject to the restricted stock award will be withheld by us to satisfy the statutory withholding requirements applicable to the restricted stock grants. Therefore, as these awards vest the actual number of shares outstanding as a result of the restricted stock awards is reduced. These restricted shares will vest over a period of four years.
 
As part of the Merger Agreement, each option to purchase shares of Multimedia Games common stock granted after September 8, 2014, was converted into a new award covering shares of Holdings common stock using a customary exchange ratio. These options will vest at a rate of 25% per year on each of the first four yearly anniversaries of the option grant dates. A summary of award activity is as follows (in thousands):

 	 	Stock Options
Granted	 	Restricted Stock
Granted	 	
Outstanding, December 31, 2013	 	8,872	 	404	 	
Additional authorized shares	 	—	 	—	 	
Granted	 	5,523	 	342	 	
Merger conversion	 	1,095	 	—	 	
Exercised options or vested shares	 	(971	)	(201	)	
Canceled or forfeited	 	(893	)	(105	)	
Outstanding, December 31, 2014	 	13,626	 	440	 	
 
The maximum number of shares available for future equity awards under the 2014 Plan is approximately 11.9 million shares of our common stock; and there are no shares available for future equity awards under the 2005 Plan.
 
Stock Options
 
The fair value of options was determined as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 	 	Year Ended
December 31,	 	
 	 	2014	 	2013	 	2012	 	
Risk-free interest rate	 	1	%	1	%	1	%	
Expected life of options (in years)	 	4	 	4	 	6	 	
Expected volatility	 	54	%	61	%	62	%	
Expected dividend yield	 	0	%	0	%	0	%	
 
39 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
17. SHARE-BASED COMPENSATION (Continued)
 
The fair value of our cliff vesting time-based options was determined using the Black Scholes option pricing model as of the date of grant. For the five year cliff vesting time-based options, the assumptions were: (a) risk-free interest rate of 2%; (b) expected term of five years; (c) expected volatility of 52%; and (d) no expected dividend yield. For the six year cliff vesting time-based options, the assumptions were: (a) risk-free interest rate of 2%; (b) expected term of six years; (c) expected volatility of 58%; and (d) no expected dividend yield.
 
The fair value of our market-based options was determined using a lattice-based option valuation model as of the date of grant. For the market-based options issued in the first quarter 2014, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 51%; and (d) no expected dividend yield. For the market-based options issued in the second quarter 2014, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 52%; and (d) no expected dividend yield.
 
The fair value of the converted options related to the Merger was recalculated upon consummation of the acquisition and it was determined that the original fair value approximated the value upon conversion and was still applicable and will continue to amortize to stock compensation expense over the remaining life of the award.
 
The following tables present the options activity:

 	 	Number of
Common Shares
(in thousands)	 	Weighted Average
Exercise Price
(per share)	 	Weighted
Average Life
Remaining
(years)	 	Aggregate
Intrinsic Value
(in thousands)	 	
Outstanding, December 31, 2013	 	8,872	 	$	7.54	 	5.9	 	$	27,301	 	
Granted	 	5,523	 	7.54	 	 	 	 	 	
Merger conversion	 	1,095	 	6.43	 	 	 	 	 	
Exercised	 	(971	)	5.43	 	 	 	 	 	
Canceled or forfeited	 	(893	)	6.89	 	 	 	 	 	
Outstanding, December 31, 2014	 	13,626	 	$	7.64	 	6.5	 	$	9,148	 	
Vested and expected to vest, December 31, 2014	 	12,358	 	$	7.65	 	6.2	 	$	8,689	 	
Exercisable, December 31, 2014	 	6,771	 	$	8.00	 	3.7	 	$	6,246	 	
 
40 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
17. SHARE-BASED COMPENSATION (Continued)

 	 	 	 	Options Outstanding	 	Options Exercisable	 	
Range of Exercise
Prices	 	Number
Outstanding
(000’s)	 	Weighted
Average
Remaining
Contract
Life (Years)	 	Weighted
Average
Exercise
Price	 	Number
Exercisable
(000’s)	 	Weighted
Average
Exercise
Price	 	
$	—	 	$	5.99	 	2,418	 	6.0	 	$	4.46	 	2,047	 	$	4.33	 	
6.00	 	8.99	 	9,008	 	7.8	 	7.34	 	2,531	 	7.17	 	
9.00	 	12.99	 	1,007	 	2.9	 	9.99	 	1,000	 	9.99	 	
13.00	 	13.99	 	783	 	0.1	 	13.98	 	783	 	13.98	 	
14.00	 	14.99	 	160	 	1.4	 	14.22	 	160	 	14.22	 	
15.00	 	15.99	 	125	 	1.4	 	15.16	 	125	 	15.16	 	
16.00	 	18.99	 	125	 	1.5	 	16.63	 	125	 	16.63	 	
 	 	 	 	13,626	 	 	 	 	 	6,771	 	 	 	

There were 6.6 million, 1.2 million and 2.4 million options granted for the years ended December 31, 2014, 2013 and 2012, respectively. Of the 6.6 million options granted, 1.1 million options were converted as part of the Merger. The weighted average grant date fair value per share of the options granted was $3.20, $3.31 and $2.93 for the years ended December 31, 2014, 2013 and 2012, respectively. The total intrinsic value of options exercised was $2.8 million, $4.6 million and $6.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
There was $15.4 million in unrecognized compensation expense related to options expected to vest as of December 31, 2014. This cost was expected to be recognized on a straight-line basis over a weighted average period of 3.1 years. We received $5.3 million in proceeds from the exercise of options and recorded $7.6 million in non-cash compensation expense related to options granted that were expected to vest for the year ended and as of December 31, 2014.
 
We recorded $4.4 million and $6.2 million in non-cash compensation expense related to options granted that were expected to vest as of December 31, 2013 and 2012, respectively. We received $8.4 million and $6.7 million in cash from the exercise of options for the years ended December 31, 2013 and 2012, respectively.
 
Restricted Stock
 
The following is a summary of non-vested share awards for our time-based restricted shares:

 	 	Shares
Outstanding
(in thousands)	 	Weighted
Average Grant
Date Fair Value
(per share)	 	
Outstanding, December 31, 2013	 	404	 	$	7.05	 	
Granted	 	342	 	7.12	 	
Vested	 	(201	)	7.11	 	
Forfeited	 	(105	)	6.91	 	
Outstanding, December 31, 2014	 	440	 	$	7.11	 	
 
41 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
17. SHARE-BASED COMPENSATION (Continued)
 
There were 0.3 million, 0.4 million and 0.1 million shares of restricted stock granted for the years ended December 31, 2014, 2013 and 2012, respectively. The weighted average grant date fair value per share of restricted stock granted was $7.12, $7.09 and $6.80 for the years ended December 31, 2014, 2013 and 2012. The total fair value of restricted stock vested was $1.4 million, $0.7 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
There was $3.0 million in unrecognized compensation expense related to shares of time-based restricted shares expected to vest as of December 31, 2014 and is expected to be recognized on a straight-line basis over a weighted average period of 3.3 years. There were 0.2 million shares, 0.1 million shares and 0.2 million shares of restricted stock that vested and we recorded $1.2 million, $0.7 million and $0.4 million in non-cash compensation expense related to the restricted stock granted that was expected to vest during 2014, 2013 and 2012, respectively.
 
18. INCOME TAXES
 
The following presents consolidated income before tax for domestic and foreign operations (in thousands):

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Consolidated income before tax	 	 	 	 	 	 	 	
Domestic	 	$	13,870	 	$	35,473	 	$	39,280	 	
Foreign	 	6,431	 	3,412	 	1,183	 	
Total	 	$	20,301	 	$	38,885	 	$	40,463	 	
 
The income tax provision attributable to income from operations before tax consists of the following components (in thousands):

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Income tax provision	 	 	 	 	 	 	 	
Domestic	 	$	6,637	 	$	13,626	 	$	14,358	 	
Foreign	 	1,524	 	861	 	416	 	
Total income tax provision	 	$	8,161	 	$	14,487	 	$	14,774	 	
Income tax provision components	 	 	 	 	 	 	 	
Current	 	$	1,598	 	$	844	 	$	430	 	
Deferred	 	6,563	 	13,643	 	14,344	 	
Total income tax provision	 	$	8,161	 	$	14,487	 	$	14,774	 	
 
42 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
18. INCOME TAXES (Continued)
 
A reconciliation of the federal statutory rate and the effective income tax rate is as follows:

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Income tax reconciliation	 	 	 	 	 	 	 	
Federal statutory rate	 	35.0	%	35.0	%	35.0	%	
Foreign provision	 	(3.6	)%	(1.0	)%	(0.4	)%	
State/province income tax	 	0.9	%	1.3	%	1.7	%	
Non-deductible compensation cost	 	0.7	%	1.1	%	0.2	%	
Non-deductible acquisition cost	 	5.9	%	0.0	%	0.0	%	
Change in valuation allowance	 	(0.9	)%	0.2	%	1.0	%	
Adjustment to carrying value	 	1.9	%	0.3	%	(2.2	)%	
Foreign dividends and IRC Sec. 956 inclusions, net of foreign tax deduction	 	(0.1	)%	0.1	%	1.1	%	
Non-deductible expenses and other items	 	0.4	%	0.3	%	0.1	%	
Effective tax rate	 	40.2	%	37.3	%	36.5	%	
 
The major tax-effected components of the deferred tax assets and liabilities are as follows (in thousands):

 	 	Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
Deferred income tax assets related to:	 	 	 	 	 	 	 	
Intangibles	 	$	—	 	$	44,845	 	$	63,899	 	
Net operating losses	 	64,357	 	37,333	 	32,171	 	
Stock compensation expense	 	8,841	 	7,066	 	6,775	 	
Accounts receivable allowances	 	1,613	 	1,703	 	1,968	 	
Accrued and prepaid expenses	 	7,917	 	1,331	 	1,279	 	
Long-term debt	 	290	 	348	 	—	 	
Other	 	373	 	406	 	367	 	
Tax credits	 	5,146	 	—	 	—	 	
Property, equipment and leased assets	 	—	 	333	 	312	 	
Valuation allowance	 	(2,319	)	(1,379	)	(1,307	)	
Total deferred income tax assets	 	86,218	 	91,986	 	105,464	 	
Deferred income tax liabilities related to:	 	 	 	 	 	 	 	
Property, equipment and leased assets	 	23,785	 	—	 	—	 	
Intangibles	 	109,103	 	—	 	—	 	
Other	 	1,072	 	942	 	800	 	
Total deferred income tax liabilities	 	133,960	 	$	942	 	$	800	 	
Deferred income taxes, net	 	$	(47,742	)	$	91,044	 	$	104,664	 	
 
43 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
18. INCOME TAXES (Continued)
 
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):

 	 	Year Ended
December 31,	 	
 	 	2014	 	2013	 	2012	 	
Unrecognized tax benefit at the beginning of the period	 	 	 	 	 	 	 	
Gross increases—tax positions in prior period	 	$	—	 	$	—	 	$	—	 	
Gross decreases—tax positions in prior period	 	—	 	—	 	—	 	
Gross increases—tax positions in current period	 	729	 	—	 	—	 	
Settlements	 	—	 	—	 	—	 	
Unrecognized tax benefit at the end of the period	 	$	729	 	$	—	 	$	—	 	
 
For all of our investments in foreign subsidiaries, except for GCA (Macau), deferred taxes have not been provided on unrepatriated foreign earnings. Unrepatriated earnings were approximately $11.7 million as of December 31, 2014. These earnings were considered permanently reinvested, as it was management’s intention to reinvest foreign earnings in foreign operations. We project sufficient cash flow in the U.S. and we do not need to repatriate these foreign earnings to finance U.S. operations.
 
As a result of certain realization requirements under the accounting guidance on share-based payments, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting at December 31, 2014, 2013 and 2012, respectively. Equity will be increased by $4.4 million if, and when, such deferred tax assets are ultimately realized. We use the accounting guidance on income taxes ordering for purposes of determining when excess tax benefits have been realized.
 
We had $179.9 million, or $63.0 million tax-effected, of accumulated federal net operating losses as of December 31, 2014. The net operating losses can be carried forward and applied to offset taxable income for 20 years and will expire starting in 2025.
 
We had tax-effected state net operating loss carry forwards of approximately $5.9 million as of December 31, 2014. The state net operating loss carry forwards will expire between 2015 and 2033. The determination and utilization of these state net operating loss carry forwards are dependent upon apportionment percentages and other respective state laws, which can change from year to year. As of December 31, 2014, $1.6 million of our valuation allowance related to certain state net operating loss carry forwards which are expected to expire before utilization, due to shorter carry forward periods and decreased apportionment percentages in those states. The remaining valuation allowance of $0.7 million related to foreign net operating losses.
 
We recognized a deferred tax asset upon our conversion from a limited liability company to a corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members of the limited liability company. The principal component of the deferred tax asset is a difference between our assets for financial accounting and tax purposes. This difference results from a significant balance of acquired goodwill of approximately $687.4 million that was generated as part of the conversion to a corporation plus approximately $97.6 million in pre-existing goodwill carried over from periods prior to the conversion. Both of these assets are recorded for tax purposes but not for accounting purposes. This asset is amortized over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 36.3%, this results in tax payments being approximately $19.0 million less than the annual provision for income taxes shown on the income statement for financial accounting purposes, or the amount of the annual provision, if less. There is an expected aggregate of $82.3 million in cash savings over the remaining life of the portion of our deferred tax asset related to the conversion. This deferred tax asset may be subject to certain limitations. We believe that it is more likely than not that we will be able to utilize our deferred tax asset. However, the utilization of this tax asset is subject to many factors including, but not limited to, a change of control of the Company and future earnings.
 
44 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
18. INCOME TAXES (Continued)
 
We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. As part of the Merger, the Company recorded $0.7 million of unrecognized tax benefits. Other than the unrecognized tax benefit related to the Merger, we believe that our income tax filing positions and deductions will be sustained upon audit and we do not anticipate any other adjustments that will result in a material change to our financial position. We may from time to time be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. Our policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense.
 
We are subject to taxation in the U.S. and various states and foreign jurisdictions. We have a number of federal and state income tax years still open for examination as a result of our net operating loss carry forwards. Accordingly, we are subject to examination for both U.S. federal and a few state tax returns for the years 2005 to present. For the remaining state, local and foreign jurisdictions, with few exceptions, we are no longer subject to examination by tax authorities for years before 2011.
 
19. RELATED PARTY TRANSACTIONS
 
A member of our Board of Directors served as a member of the board of directors of a gaming company until April 2013 for which we provide various cash access products and services that are insignificant to our net income. Our Board Member received both cash and equity compensation from this gaming company in consideration for serving on its board of directors, however, none of this consideration was tied in any manner to our performance or obligations under our cash access agreements with the gaming company. In addition, our Board member was not involved in the negotiation of our cash access agreements with this gaming company.
 
In October 2012, we entered into a long-term lease agreement related to office space for our corporate headquarters that we moved into during the first half of 2013, for which we engaged a brokerage firm. An executive officer of this brokerage firm is the brother of our former Chief Financial Officer. This brokerage firm received approximately $0.4 million as compensation for acting as our broker.
 
20. SEGMENT INFORMATION
 
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group consists of the Chief Executive Officer and the Chief Financial Officer. The operating segments are reviewed separately because each represents products and services that can be sold separately to our customers.
 
Since the most recent filing of our Annual Report on Form 10-K, and in connection with the Merger, our chief operating decision-making group has determined the following to be the operating segments for which we conduct business: (a) Games, and (b) Payments. Each of these segments is monitored by our management for performance against its internal forecast and is consistent with our internal management reporting. Our chief operating decision-making group manages the business, allocates resources and measures profitability based on the Games and Payments operating segments.
 
45 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
20. SEGMENT INFORMATION (Continued)
 
The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.
 
The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.
 
Corporate overhead and depreciation and amortization expenses were allocated to the segments either through specific identification or based on a reasonable methodology.
 
Our business is predominantly domestic, with no specific regional concentrations and no significant assets in foreign locations.
 
The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.
 
The following tables present segment information (in thousands):

 	 	For and At the Year Ended December 31,	 	
 	 	2014	 	2013	 	2012	 	
 	 	 	 	 	 	 	 	
Revenues	 	 	 	 	 	 	 	
Games	 	$	7,406	 	$	—	 	$	—	 	
Payments	 	585,647	 	582,444	 	584,486	 	
 	 	 	 	 	 	 	 	
Total revenues	 	$	593,053	 	$	582,444	 	$	584,486	 	
 	 	 	 	 	 	 	 	
Operating income	 	 	 	 	 	 	 	
Games	 	$	(1,423	)	$	—	 	$	—	 	
Payments	 	35,205	 	49,150	 	55,982	 	
 	 	 	 	 	 	 	 	
Total operating income	 	$	33,782	 	$	49,150	 	$	55,982	 	
 	 	 	 	 	 	 	 	
Total assets	 	 	 	 	 	 	 	
Games	 	$	1,242,822	 	$	—	 	 	 	
Payments	 	464,463	 	527,327	 	 	 	
 	 	 	 	 	 	 	 	
Total assets	 	$	1,707,285	 	$	527,327	 	 	 	
 
Major customers.   For the years ended December 31, 2014, 2013 and 2012, no single customer accounted for more than 10% of our revenues. Our five largest customers accounted for approximately 28%, 33% and 34% of our total revenue in 2014, 2013 and 2012, respectively.
 
46 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
21. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
 
The unaudited selected quarterly results of operations are as follows (in thousands, except for per share amounts):

 	 	Quarter	 	
 	 	First	 	Second	 	Third	 	Fourth(1)	 	Year	 	
2014	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	150,571	 	$	144,946	 	$	145,481	 	$	152,055	 	$	593,053	 	
Operating income	 	13,013	 	9,622	 	10,771	 	376	 	33,782	 	
Net income (loss)	 	7,489	 	4,724	 	5,676	 	(5,749	)	12,140	 	
Net income	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	$	0.11	 	$	0.07	 	$	0.09	 	$	(0.09	)	$	0.18	 	
Diluted earnings per share	 	$	0.11	 	$	0.07	 	$	0.09	 	$	(0.09	)	$	0.18	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	65,910	 	65,970	 	65,589	 	65,608	 	65,780	 	
Diluted	 	67,370	 	67,087	 	66,747	 	66,397	 	66,863	 	
2013	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	146,822	 	$	149,065	 	$	146,101	 	$	140,456	 	$	582,444	 	
Operating income	 	12,901	 	13,633	 	11,420	 	11,196	 	49,150	 	
Net income	 	6,136	 	6,776	 	5,782	 	5,704	 	24,398	 	
Net income	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings per share	 	$	0.09	 	$	0.10	 	$	0.09	 	$	0.09	 	$	0.37	 	
Diluted earnings per share	 	$	0.09	 	$	0.10	 	$	0.09	 	$	0.08	 	$	0.36	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	66,697	 	66,116	 	65,525	 	65,730	 	66,014	 	
Diluted	 	67,882	 	66,993	 	66,630	 	67,394	 	67,205	 	

(1)          Our fourth quarter results of operations include the operating results of Multimedia Games as well as the costs related to the Merger.
 
22. SUBSEQUENT EVENTS
 
Gain Contingency Settlement
 
On January 14, 2014, we filed a complaint against certain defendants alleging conspiracy in restraint of competition regarding interchange fees, monopolization by defendants in the relevant market, and attempted monopolization of the defendants in the relevant market. We demanded a trial by jury of all issues so triable. The defendants filed a motion to dismiss on March 13, 2014. A settlement agreement was made as of January 16, 2015 and on January 22, 2015 the settlement agreement was executed and delivered for which we received $14.4 million in cash and recorded the settlement proceeds in the first quarter of 2015.
 
47 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 
23.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
We conduct substantially all of our business through our U.S. and foreign subsidiaries.  Everi Payments Inc.’s (formerly known as Global Cash Access, Inc.) (“Subsidiary Issuer”) obligations under the Unsecured Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Parent”) and substantially all of our 100%-owned U.S. subsidiaries other than Subsidiary Issuer (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors” and each a “Guarantor” ).  The guarantees of our Unsecured Notes will be released under the following customary circumstances: (i) the sale or disposition of all or substantially all of the assets of the Guarantor (by way of merger, consolidation, or otherwise) to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary; (ii) the sale or disposition of sufficient capital stock of the Guarantor to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary and the Guarantor ceases to be a restricted subsidiary of Subsidiary Issuer as a result of the sale or other disposition; (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture; or (iv) the legal or covenant defeasance of the Unsecured Notes or the satisfaction and discharge of the Indenture.
 
Presented below is condensed consolidating financial information for (a) Parent, (b) Subsidiary Issuer, (c) the Guarantor Subsidiaries and (d) our U.S. subsidiaries that are not Guarantor Subsidiaries and our foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of December 31, 2014 and December 31, 2013 and for the years ended December 31, 2014, 2013 and 2012. The condensed consolidating financial information has been presented to show the nature of assets held and the results of operations and cash flows of Parent, Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming that the guarantee structure of the Unsecured Notes had been in effect at the beginning of the periods presented.
 
48 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended December 31, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	542,206	 	$	35,689	 	$	15,891	 	$	(733	)	$	593,053	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	422,544	 	10,864	 	6,663	 	—	 	440,071	 	
Operating expenses	 	—	 	88,087	 	5,719	 	2,379	 	(733	)	95,452	 	
Research and development	 	—	 	—	 	804	 	—	 	—	 	804	 	
Depreciation	 	—	 	7,428	 	1,134	 	183	 	—	 	8,745	 	
Amortization	 	—	 	11,180	 	2,454	 	565	 	—	 	14,199	 	
Total costs and expenses	 	—	 	529,239	 	20,975	 	9,790	 	(733	)	559,271	 	
Operating income	 	—	 	12,967	 	14,714	 	6,101	 	—	 	33,782	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	7,675	 	3,290	 	(209	)	—	 	10,756	 	
Equity in income of subsidiaries	 	(12,140	)	(15,218	)	—	 	—	 	27,358	 	—	 	
Loss on extinguishment of debt	 	—	 	2,523	 	202	 	—	 	—	 	2,725	 	
Total other (income) expense	 	(12,140	)	(5,020	)	3,492	 	(209	)	27,358	 	13,481	 	
Income from operations before tax	 	12,140	 	17,987	 	11,222	 	6,310	 	(27,358	)	20,301	 	
Income tax expense	 	—	 	2,801	 	3,784	 	1,576	 	—	 	8,161	 	
Net income	 	12,140	 	15,186	 	7,438	 	4,734	 	(27,358	)	12,140	 	
Foreign currency translation	 	(1,258	)	—	 	—	 	(1,258	)	1,258	 	(1,258	)	
Comprehensive income	 	$	10,882	 	$	15,186	 	$	7,438	 	$	3,476	 	$	(26,100	)	$	10,882	 	
 
49 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended December 31, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	541,002	 	$	28,277	 	$	13,838	 	$	(673	)	$	582,444	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	424,129	 	7,905	 	7,760	 	—	 	439,794	 	
Operating expenses	 	—	 	71,623	 	3,445	 	2,167	 	(673	)	76,562	 	
Depreciation	 	—	 	7,186	 	1	 	163	 	—	 	7,350	 	
Amortization	 	—	 	9,217	 	—	 	371	 	—	 	9,588	 	
Total costs and expenses	 	—	 	512,155	 	11,351	 	10,461	 	(673	)	533,294	 	
Operating income	 	—	 	28,847	 	16,926	 	3,377	 	—	 	49,150	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	10,342	 	—	 	(77	)	—	 	10,265	 	
Equity in income of subsidiaries	 	(24,398	)	(13,596	)	—	 	—	 	37,994	 	—	 	
Total other (income) expense	 	(24,398	)	(3,254	)	—	 	(77	)	37,994	 	10,265	 	
Income from operations before tax	 	24,398	 	32,101	 	16,926	 	3,454	 	(37,994	)	38,885	 	
Income tax expense	 	—	 	7,703	 	5,924	 	860	 	—	 	14,487	 	
Net income	 	24,398	 	24,398	 	11,002	 	2,594	 	(37,994	)	24,398	 	
Foreign currency translation	 	269	 	—	 	—	 	269	 	(269	)	269	 	
Comprehensive income	 	$	24,667	 	$	24,398	 	$	11,002	 	$	2,863	 	$	(38,263	)	$	24,667	 	
 
50 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended December 31, 2012	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	556,376	 	$	18,623	 	$	10,001	 	$	(514	)	$	584,486	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	426,183	 	3,376	 	6,500	 	—	 	436,059	 	
Operating expenses	 	—	 	72,551	 	1,880	 	1,889	 	(514	)	75,806	 	
Depreciation	 	—	 	6,617	 	5	 	221	 	—	 	6,843	 	
Amortization	 	—	 	9,543	 	—	 	253	 	—	 	9,796	 	
Total costs and expenses	 	—	 	514,894	 	5,261	 	8,863	 	(514	)	528,504	 	
Operating income	 	—	 	41,482	 	13,362	 	1,138	 	—	 	55,982	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	15,591	 	—	 	(72	)	—	 	15,519	 	
Equity in income of subsidiaries	 	(25,689	)	(9,546	)	—	 	—	 	35,235	 	—	 	
Total other (income) expense	 	(25,689	)	6,045	 	—	 	(72	)	35,235	 	15,519	 	
Income from operations before tax	 	25,689	 	35,437	 	13,362	 	1,210	 	(35,235	)	40,463	 	
Income tax expense	 	—	 	9,748	 	4,677	 	349	 	—	 	14,774	 	
Net income	 	25,689	 	25,689	 	8,685	 	861	 	(35,235	)	25,689	 	
Foreign currency translation	 	218	 	—	 	—	 	218	 	(218	)	218	 	
Comprehensive income	 	$	25,907	 	$	25,689	 	$	8,685	 	$	1,079	 	$	(35,453	)	$	25,907	 	
 
51 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At December 31, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	68,143	 	$	6,489	 	$	14,463	 	$	—	 	$	89,095	 	
Settlement receivables	 	—	 	40,157	 	—	 	3,131	 	—	 	43,288	 	
Trade Receivables, net	 	—	 	6,578	 	31,116	 	3	 	—	 	37,697	 	
Other receivables	 	—	 	3,416	 	16,992	 	145	 	—	 	20,553	 	
Inventory	 	—	 	10,595	 	16,568	 	—	 	—	 	27,163	 	
Prepaid expenses and other assets	 	—	 	7,143	 	2,821	 	9,024	 	—	 	18,988	 	
Deferred tax asset	 	—	 	2,743	 	6,848	 	—	 	—	 	9,591	 	
Intercompany balances	 	—	 	18,038	 	151,179	 	1,623	 	(170,840	)	—	 	
Total current assets	 	—	 	156,813	 	232,013	 	28,389	 	(170,840	)	246,375	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	—	 	17,864	 	87,898	 	323	 	—	 	106,085	 	
Goodwill	 	—	 	148,278	 	708,922	 	713	 	—	 	857,913	 	
Other intangible assets, net	 	—	 	24,771	 	402,816	 	9,198	 	—	 	436,785	 	
Other receivables, non-current	 	—	 	4,411	 	4,773	 	—	 	—	 	9,184	 	
Investment in subsidiaries	 	231,473	 	147,195	 	—	 	86	 	(378,754	)	—	 	
Deferred tax asset, non-current	 	—	 	78,229	 	—	 	—	 	(78,229	)	—	 	
Other assets, non-current	 	—	 	47,508	 	3,366	 	69	 	—	 	50,943	 	
Intercompany balances	 	—	 	1,130,380	 	—	 	—	 	(1,130,380	)	—	 	
Total non-current assets	 	231,473	 	1,598,636	 	1,207,775	 	10,389	 	(1,587,363	)	1,460,910	 	
Total assets	 	$	231,473	 	$	1,755,449	 	$	1,439,788	 	$	38,778	 	$	(1,758,203	)	$	1,707,285	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement liabilities	 	$	—	 	$	111,375	 	$	140	 	$	7,642	 	$	—	 	$	119,157	 	
Accounts payable and accrued expenses	 	—	 	61,544	 	41,395	 	1,729	 	—	 	104,668	 	
Current portion of long-term debt	 	—	 	10,000	 	—	 	—	 	—	 	10,000	 	
Intercompany balances	 	—	 	152,802	 	8,159	 	9,879	 	(170,840	)	—	 	
Total current liabilities	 	—	 	335,721	 	49,694	 	19,250	 	(170,840	)	233,825	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred tax liability, non-current	 	—	 	1,072	 	134,490	 	—	 	(78,229	)	57,333	 	
Long-term debt, less current portion	 	—	 	1,178,787	 	—	 	—	 	—	 	1,178,787	 	
Other accrued expenses and liabilities	 	—	 	5,377	 	490	 	—	 	—	 	5,867	 	
Intercompany balances	 	—	 	—	 	1,130,380	 	—	 	(1,130,380	)	—	 	
Total non-current liabilities	 	—	 	1,185,236	 	1,265,360	 	—	 	(1,208,609	)	1,241,987	 	
Total liabilities	 	—	 	1,520,957	 	1,315,054	 	19,250	 	(1,379,449	)	1,475,812	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	90	 	—	 	—	 	—	 	—	 	90	 	
Additional paid-in capital	 	245,682	 	69,654	 	2,269	 	21,115	 	(93,038	)	245,682	 	
Retained earnings (deficit)	 	160,152	 	163,269	 	122,465	 	(1,006	)	(284,728	)	160,152	 	
Accumulated other comprehensive income (loss)	 	1,569	 	1,569	 	—	 	(581	)	(988	)	1,569	 	
Treasury stock, at cost	 	(176,020	)	—	 	—	 	—	 	—	 	(176,020	)	
Total stockholders’ equity	 	231,473	 	234,492	 	124,734	 	19,528	 	(378,754	)	231,473	 	
Total liabilities and stockholders’ equity	 	$	231,473	 	$	1,755,449	 	$	1,439,788	 	$	38,778	 	$	(1,758,203	)	$	1,707,285	 	
 
52 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At December 31, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	100,573	 	$	2,149	 	$	11,532	 	$	—	 	$	114,254	 	
Settlement receivables	 	—	 	34,458	 	—	 	3,807	 	—	 	38,265	 	
Trade receivables, net	 	—	 	9,030	 	2,622	 	6	 	—	 	11,658	 	
Other receivables	 	—	 	4,451	 	—	 	154	 	—	 	4,605	 	
Inventory	 	—	 	9,413	 	—	 	—	 	—	 	9,413	 	
Prepaid expenses and other assets	 	—	 	10,300	 	20	 	6,354	 	—	 	16,674	 	
Deferred tax asset	 	—	 	3,102	 	—	 	—	 	—	 	3,102	 	
Intercompany balances	 	—	 	20,005	 	135,542	 	—	 	(155,547	)	—	 	
Total current assets	 	—	 	191,332	 	140,333	 	21,853	 	(155,547	)	197,971	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	—	 	18,282	 	56	 	372	 	—	 	18,710	 	
Goodwill	 	—	 	139,839	 	39,470	 	775	 	—	 	180,084	 	
Other intangible assets, net	 	—	 	30,229	 	499	 	807	 	—	 	31,535	 	
Other receivables, non-current	 	—	 	699	 	—	 	—	 	—	 	699	 	
Investment in subsidiaries	 	218,604	 	113,350	 	—	 	—	 	(331,954	)	—	 	
Deferred tax asset, non-current	 	—	 	88,253	 	—	 	—	 	(311	)	87,942	 	
Other assets, non-current	 	—	 	10,311	 	—	 	75	 	—	 	10,386	 	
Intercompany balances	 	—	 	61,936	 	—	 	1,572	 	(63,508	)	—	 	
Total non-current assets	 	218,604	 	462,899	 	40,025	 	3,601	 	(395,773	)	329,356	 	
Total assets	 	$	218,604	 	$	654,231	 	$	180,358	 	$	25,454	 	$	(551,320	)	$	527,327	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement liabilities	 	$	—	 	$	137,089	 	$	—	 	$	7,933	 	$	—	 	$	145,022	 	
Accounts payable and accrued expenses	 	—	 	51,324	 	1,398	 	879	 	—	 	53,601	 	
Current portion of long-term debt	 	—	 	1,030	 	—	 	—	 	—	 	1,030	 	
Intercompany balances	 	—	 	135,542	 	—	 	20,005	 	(155,547	)	—	 	
Total current liabilities	 	—	 	324,985	 	1,398	 	28,817	 	(155,547	)	199,653	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred tax liability, non-current	 	—	 	—	 	—	 	311	 	(311	)	—	 	
Long-term debt, less current portion	 	—	 	101,970	 	—	 	—	 	—	 	101,970	 	
Other accrued expenses and liabilities	 	—	 	7,100	 	—	 	—	 	—	 	7,100	 	
Intercompany balances	 	—	 	1,572	 	61,936	 	—	 	(63,508	)	—	 	
Total non-current liabilities	 	—	 	110,642	 	61,936	 	311	 	(63,819	)	109,070	 	
Total liabilities	 	—	 	435,627	 	63,334	 	29,128	 	(219,366	)	308,723	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	89	 	—	 	—	 	—	 	—	 	89	 	
Additional paid-in capital	 	231,516	 	67,694	 	2,000	 	1,808	 	(71,502	)	231,516	 	
Retained earnings (deficit)	 	148,012	 	148,083	 	115,024	 	(5,738	)	(257,369	)	148,012	 	
Accumulated other comprehensive income	 	2,827	 	2,827	 	—	 	256	 	(3,083	)	2,827	 	
Treasury stock, at cost	 	(163,840	)	—	 	—	 	—	 	—	 	(163,840	)	
Total stockholders’ equity  (deficit)	 	218,604	 	218,604	 	117,024	 	(3,674	)	(331,954	)	218,604	 	
Total liabilities and stockholders’ equity	 	$	218,604	 	$	654,231	 	$	180,358	 	$	25,454	 	$	(551,320	)	$	527,327	 	
 
53 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended December 31, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	12,140	 	$	15,186	 	$	7,438	 	$	4,734	 	$	(27,358	)	$	12,140	 	
Adjustments to reconcile net income to cash (used in) provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	18,608	 	3,588	 	748	 	—	 	22,944	 	
Amortization of financing costs	 	—	 	2,035	 	—	 	—	 	—	 	2,035	 	
Provision for bad debts	 	—	 	—	 	8,991	 	—	 	—	 	8,991	 	
Impairment Loss	 	—	 	3,129	 	—	 	—	 	—	 	3,129	 	
Loss on early extinguishment of debt	 	—	 	2,523	 	202	 	—	 	—	 	2,725	 	
Equity in income of subsidiaries	 	(12,140	)	(15,218	)	—	 	—	 	27,358	 	—	 	
Stock-based compensation	 	—	 	8,849	 	27	 	—	 	—	 	8,876	 	
Other non-cash items	 	—	 	52	 	284	 	1	 	—	 	337	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	(31,414	)	141	 	594	 	—	 	(30,679	)	
Other changes in operating assets and liabilities	 	(47	)	34,774	 	(20,047	)	(20,647	)	—	 	(5,967	)	
Net cash (used in) provided by operating activities	 	(47	)	38,524	 	624	 	(14,570	)	—	 	24,531	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions, net of cash acquired	 	—	 	(11,845	)	(1,056,155	)	—	 	—	 	(1,068,000	)	
Capital expenditures	 	—	 	(5,465	)	(3,464	)	(9,092	)	—	 	(18,021	)	
Repayments under development agreements	 	—	 	—	 	276	 	—	 	—	 	276	 	
Changes in restricted cash and cash equivalents	 	—	 	(102	)	—	 	—	 	—	 	(102	)	
Intercompany investing activities	 	6,889	 	(1,085,709	)	—	 	(1,425	)	1,080,245	 	—	 	
Net cash provided by (used in) investing activities	 	6,889	 	(1,103,121	)	(1,059,343	)	(10,517	)	1,080,245	 	(1,085,847	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of prior credit facility	 	—	 	(103,000	)	—	 	—	 	—	 	(103,000	)	
Proceeds from long-term debt	 	—	 	1,200,000	 	—	 	—	 	—	 	1,200,000	 	
Debt issuance costs	 	—	 	(52,735	)	—	 	—	 	—	 	(52,735	)	
Proceeds from exercise of stock options	 	5,338	 	—	 	—	 	—	 	—	 	5,338	 	
Purchase of treasury stock	 	(12,180	)	—	 	—	 	—	 	—	 	(12,180	)	
Intercompany financing activities	 	—	 	(12,098	)	1,063,059	 	29,284	 	(1,080,245	)	—	 	
Net cash (used in) provided by financing activities	 	(6,842	)	1,032,167	 	1,063,059	 	29,284	 	(1,080,245	)	1,037,423	 	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(1,266	)	—	 	(1,266	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (decrease) increase for the period	 	—	 	(32,430	)	4,340	 	2,931	 	—	 	(25,159	)	
Balance, beginning of the period	 	—	 	100,573	 	2,149	 	11,532	 	—	 	114,254	 	
Balance, end of the period	 	$	—	 	$	68,143	 	$	6,489	 	$	14,463	 	$	—	 	$	89,095	 	
 
54 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended December 31, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	24,398	 	$	24,398	 	$	11,002	 	$	2,594	 	$	(37,994	)	$	24,398	 	
Adjustments to reconcile net income to cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	16,403	 	1	 	534	 	—	 	16,938	 	
Amortization of financing costs	 	—	 	1,793	 	—	 	—	 	—	 	1,793	 	
Provision for bad debts	 	—	 	—	 	7,874	 	—	 	—	 	7,874	 	
Equity in income of subsidiaries	 	(24,398	)	(13,596	)	—	 	—	 	37,994	 	—	 	
Stock-based compensation	 	—	 	5,078	 	—	 	—	 	—	 	5,078	 	
Other non-cash items	 	—	 	180	 	—	 	(2	)	—	 	178	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	(44,264	)	—	 	(1,729	)	—	 	(45,993	)	
Other changes in operating assets and liabilities	 	19	 	13,391	 	(18,880	)	(462	)	—	 	(5,932	)	
Net cash provided by (used in) operating activities	 	19	 	3,383	 	(3	)	935	 	—	 	4,334	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—	 	(13,364	)	(330	)	(206	)	—	 	(13,900	)	
Changes in restricted cash and cash equivalents	 	—	 	(90	)	—	 	—	 	—	 	(90	)	
Intercompany investing activities	 	9,900	 	(4,676	)	—	 	—	 	(5,224	)	—	 	
Net cash provided by (used in) investing activities	 	9,900	 	(18,130	)	(330	)	(206	)	(5,224	)	(13,990	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of prior credit facility	 	—	 	(18,500	)	—	 	—	 	—	 	(18,500	)	
Debt issuance costs	 	—	 	(764	)	—	 	—	 	—	 	(764	)	
Proceeds from exercise of stock options	 	8,431	 	—	 	—	 	—	 	—	 	8,431	 	
Purchase of treasury stock	 	(18,350	)	—	 	—	 	—	 	—	 	(18,350	)	
Intercompany financing activities	 	—	 	(7,056	)	2,000	 	(168	)	5,224	 	—	 	
Net cash (used in) provided by financing activities	 	(9,919	)	(26,320	)	2,000	 	(168	)	5,224	 	(29,183	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	73	 	—	 	73	 	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (decrease) increase for the period	 	—	 	(41,067	)	1,667	 	634	 	—	 	(38,766	)	
Balance, beginning of the period	 	—	 	141,640	 	482	 	10,898	 	—	 	153,020	 	
Balance, end of the period	 	$	—	 	$	100,573	 	$	2,149	 	$	11,532	 	$	—	 	$	114,254	 	
 
55 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended December 31, 2012	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	25,689	 	$	25,689	 	$	8,685	 	$	861	 	$	(35,235	)	$	25,689	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	16,160	 	5	 	474	 	—	 	16,639	 	
Amortization of financing costs	 	—	 	1,485	 	—	 	—	 	—	 	1,485	 	
Provision for bad debts	 	—	 	2,531	 	2,651	 	—	 	—	 	5,182	 	
Equity (income) loss	 	(25,689	)	(9,546	)	—	 	—	 	35,235	 	—	 	
Stock-based compensation	 	—	 	6,655	 	—	 	—	 	—	 	6,655	 	
Other non-cash items	 	—	 	95	 	—	 	—	 	—	 	95	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	88,354	 	—	 	2,999	 	—	 	91,353	 	
Other changes in operating assets and liabilities	 	29	 	3,738	 	(10,705	)	17,328	 	—	 	10,390	 	
Net cash provided by operating activities	 	29	 	135,161	 	636	 	21,662	 	—	 	157,488	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—	 	(11,546	)	(225	)	(1,015	)	—	 	(12,786	)	
Changes in restricted cash and cash equivalents	 	—	 	255	 	—	 	—	 	—	 	255	 	
Intercompany investing activities	 	(6,422	)	20,336	 	—	 	—	 	(13,914	)	—	 	
Net cash (used in) provided by investing activities	 	(6,422	)	9,045	 	(225	)	(1,015	)	(13,914	)	(12,531	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of prior credit facility	 	—	 	(52,500	)	—	 	—	 	—	 	(52,500	)	
Debt issuance costs	 	—	 	(676	)	—	 	—	 	—	 	(676	)	
Proceeds from exercise of stock options	 	6,655	 	—	 	—	 	—	 	—	 	6,655	 	
Purchase of treasury stock	 	(262	)	—	 	—	 	—	 	—	 	(262	)	
Intercompany financing activities	 	—	 	2,844	 	—	 	(16,758	)	13,914	 	—	 	
Net cash provided by (used in) financing activities	 	6,393	 	(50,332	)	—	 	(16,758	)	13,914	 	(46,783	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(689	)	—	 	(689	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase for the period	 	—	 	93,874	 	411	 	3,200	 	—	 	97,485	 	
Balance, beginning of the period	 	—	 	47,766	 	71	 	7,698	 	—	 	55,535	 	
Balance, end of the period	 	$	—	 	$	141,640	 	$	482	 	$	10,898	 	$	—	 	$	153,020	 	
 
56 

Exhibit 99.2
 
PART I: FINANCIAL INFORMATION 
 
Item 1. Financial Statements. 
 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 
(In thousands, except per share amounts)

 	 	Three Months Ended March 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Revenues	 	  $	207,473	 	  $	150,571	 	
 	 	 	 	 	 	
Costs and expenses	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	127,023	 	113,238	 	
Operating expenses	 	15,841	 	20,039	 	
Research and Development	 	5,436	 	-	 	
Depreciation	 	10,377	 	1,927	 	
Amortization	 	20,655	 	2,354	 	
 	 	 	 	 	 	
Total costs and expenses	 	179,332	 	137,558	 	
 	 	 	 	 	 	
Operating income	 	28,141	 	13,013	 	
 	 	 	 	 	 	
Other expenses	 	 	 	 	 	
Interest expense, net of interest income	 	25,655	 	1,546	 	
 	 	 	 	 	 	
Total other expenses	 	25,655	 	1,546	 	
 	 	 	 	 	 	
Income from operations before tax	 	2,486	 	11,467	 	
 	 	 	 	 	 	
Income tax provision	 	2,017	 	3,978	 	
 	 	 	 	 	 	
Net income	 	469	 	7,489	 	
 	 	 	 	 	 	
Foreign currency translation	 	(873)	 	1	 	
 	 	 	 	 	 	
Comprehensive (loss) income	 	  $	(404)	 	  $	7,490	 	
 	 	 	 	 	 	
Earnings per share	 	 	 	 	 	
Basic	 	  $	0.01	 	  $	0.11	 	
Diluted	 	  $	0.01	 	  $	0.11	 	
 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	 	 	 	
Basic	 	65,623	 	65,910	 	
Diluted	 	66,492	 	67,370	 	

See notes to unaudited condensed consolidated financial statements.
 
1 

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

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
ASSETS	 	 	 	 	 	
Current assets	 	 	 	 	 	
Cash and cash equivalents	 	  $	145,013	 	  $	89,095	 	
Settlement receivables	 	29,787	 	43,288	 	
Trade receivables, net of allowances for doubtful accounts of $2.7 million and $2.8 million at March 31, 2015 and December 31, 2014, respectively	 	39,220	 	37,697	 	
Other receivables	 	20,392	 	20,553	 	
Inventory	 	23,050	 	27,163	 	
Prepaid expenses and other assets	 	18,889	 	18,988	 	
Deferred tax asset	 	9,590	 	9,591	 	
Total current assets	 	285,941	 	246,375	 	
 	 	 	 	 	 	
Non-current assets	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	102,759	 	106,085	 	
Goodwill	 	857,856	 	857,913	 	
Other intangible assets, net	 	420,103	 	436,785	 	
Other receivables, non-current	 	8,593	 	9,184	 	
Other assets, non-current	 	50,012	 	50,943	 	
Total non-current assets	 	1,439,323	 	1,460,910	 	
Total assets	 	  $	1,725,264	 	  $	1,707,285	 	
 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	
Settlement liabilities	 	  $	141,649	 	  $	119,157	 	
Accounts payable and accrued expenses	 	113,543	 	104,668	 	
Current portion of long-term debt	 	10,000	 	10,000	 	
Total current liabilities	 	265,192	 	233,825	 	
 	 	 	 	 	 	
Non-current liabilities	 	 	 	 	 	
Deferred tax liability, non-current	 	59,101	 	57,333	 	
Long-term debt, less current portion	 	1,161,731	 	1,178,787	 	
Other accrued expenses and liabilities	 	5,381	 	5,867	 	
Total non-current liabilities	 	1,226,213	 	1,241,987	 	
Total liabilities	 	1,491,405	 	1,475,812	 	
 	 	 	 	 	 	
Commitments and Contingencies (Note 13)	 	 	 	 	 	
 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	
Common stock, $0.001 par value, 500,000 shares authorized and 90,610 and 90,405 shares issued at March 31, 2015 and December 31, 2014, respectively	 	91	 	90	 	
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at March 31, 2015 and December 31, 2014, respectively	 	-	 	-	 	
Additional paid-in capital	 	248,491	 	245,682	 	
Retained earnings	 	160,621	 	160,152	 	
Accumulated other comprehensive income	 	696	 	1,569	 	
Treasury stock, at cost, 24,819 and 24,816 shares at March 31, 2015 and December 31, 2014, respectively	 	(176,040)	 	(176,020)	 	
Total stockholders’ equity	 	233,859	 	231,473	 	
 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	  $	1,725,264	 	  $	1,707,285	 	

See notes to unaudited condensed consolidated financial statements.
 
2 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW 
(In thousands)

 	 	Three Months Ended March 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Cash flows from operating activities	 	 	 	 	 	
Net income	 	  $	469	 	  $	7,489	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	
Depreciation and Amortization	 	31,032	 	4,281	 	
Amortization of financing costs	 	2,072	 	471	 	
Loss/(gain) on sale or disposal of assets	 	2	 	124	 	
Accretion of contract rights	 	2,104	 	-	 	
Provision for bad debts	 	2,266	 	2,014	 	
Stock-based compensation	 	1,793	 	2,057	 	
Other non-cash items	 	231	 	-	 	
Changes in operating assets and liabilities:	 	 	 	 	 	
Trade and other receivables	 	(4,716)	 	(1,008)	 	
Settlement receivables	 	13,208	 	8,285	 	
Inventory	 	4,155	 	(1,835)	 	
Prepaid and other assets	 	(547)	 	(1,357)	 	
Deferred income taxes	 	1,769	 	3,033	 	
Settlement liabilities	 	22,765	 	54,904	 	
Other liabilities	 	9,213	 	8,139	 	
Net cash provided by operating activities	 	85,816	 	86,597	 	
 	 	 	 	 	 	
Cash flows from investing activities	 	 	 	 	 	
Capital expenditures	 	(12,616)	 	(3,025)	 	
Proceeds from sale of fixed assets	 	1	 	192	 	
Advances under development agreements	 	(1,255)	 	-	 	
Repayments under development agreements	 	1,217	 	-	 	
Changes in restricted cash and cash equivalents	 	59	 	(46)	 	
Net cash used in investing activities	 	(12,594)	 	(2,879)	 	
 	 	 	 	 	 	
Cash flows from financing activities	 	 	 	 	 	
Repayments against prior credit facility	 	-	 	(3,000)	 	
Repayments of credit facility	 	(17,500)	 	-	 	
Debt issuance costs	 	(252)	 	-	 	
Proceeds from exercise of stock options	 	1,048	 	2,440	 	
Purchase of treasury stock	 	(20)	 	(2,767)	 	
Net cash used in financing activities	 	(16,724)	 	(3,327)	 	
 	 	 	 	 	 	
Effect of exchange rates on cash	 	(580)	 	(79)	 	
 	 	 	 	 	 	
Cash and cash equivalents	 	 	 	 	 	
Net increase for the period	 	55,918	 	80,312	 	
Balance, beginning of the period	 	89,095	 	114,254	 	
 	 	 	 	 	 	
Balance, end of the period	 	  $	145,013	 	  $	194,566	 	
 	 	 	 	 	 	
Supplemental cash disclosures	 	 	 	 	 	
Cash paid for interest	 	  $	13,162	 	  $	1,690	 	
Cash paid for income tax, net of refunds	 	  $	712	 	  $	303	 	
 	 	 	 	 	 	
Supplemental non-cash disclosures	 	 	 	 	 	
Accrued and unpaid capital expenditures	 	  $	1,173	 	  $	2,233	 	
Transfer of leased gaming equipment to inventory	 	  $	1,395	 	  $	-	 	

See notes to unaudited condensed consolidated financial statements.
 
3 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
 
1.               BUSINESS
 
Overview
 
Global Cash Access Holdings, Inc. (“Holdings”) is a holding company, the assets of which are the issued and outstanding capital stock of each of Global Cash Access, Inc. (“GCA”) and Multimedia Games Holding Company, Inc. (“Multimedia”). Unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to Holdings together with its consolidated subsidiaries.
 
GCA is dedicated to providing video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions and compliance and efficiency software. The Company’s Games business provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award winning TournEvent® slot tournament solution; and (b) the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point of sale (“POS”) debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and (e) online payment processing solutions for gaming operators in States that offer intra state, Internet-based gaming and lottery activities.
 
2.               BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
Our unaudited condensed consolidated 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 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 presentation of results for the interim periods have been made. The results for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the full fiscal year.  The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
 
There have been no changes to our basis of presentation and significant accounting policies since the most recent filing of our Annual Report on Form 10-K, except for the following:
 
Cost of Revenues (exclusive of depreciation and amortization)
 
The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to perform revenue generating transactions. The principal costs included within cost of revenues (exclusive of depreciation and amortization) are field service and network operations personnel, those direct costs related to the inventory sold for electronic gaming machines (“EGMs”), fully integrated kiosks and system sales, commissions paid to gaming establishments, interchange fees paid to credit and debit card networks and transaction processing fees to our transaction processor.
 
Research and Development Costs
 
We conduct research and development activities primarily to develop and enhance our Games and Payments platforms, as well as game content and features. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based in part on our research and development investments, and we expect to continue to make such investments in the future. These research and development costs consist primarily of salaries and benefits, consulting fees, and game lab testing fees. Once the technological feasibility of a project has been established, it is transferred from research to development, and capitalization of development costs continues until the product is available for general release.
 
4 

 
Advertising, Marketing and Promotional Costs
 
We expense advertising, marketing and promotional costs as incurred. Total advertising, marketing and promotional costs, included in operating expenses in the Condensed Consolidated Statements of Income and Comprehensive Income, were $0.3 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively.
 
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.
 
In determining fair value, we use a hierarchy that includes three levels which are based on the extent to which inputs used in measuring fair value are observable in the market. Level 1 indicates that the fair value is determined by using quoted prices in active markets for identical investments. Level 2 indicates that the fair value is determined using observable pricing inputs other than quoted prices in active markets such as models or other valuation methodologies. Level 3 indicates that the fair value is determined using pricing inputs that are unobservable for the investment and include situations where there is little, if any, market activity for the investment. Significant management estimates and judgment are used in the determination of the fair value of level 3 pricing inputs.
 
The carrying amount of cash and cash equivalents, settlement receivables, trade receivables, other receivables, settlement liabilities, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. The fair value of our borrowings are estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity and similar instruments trading in more active markets.
 
The following table presents the fair value and carrying value of our long-term debt as of March 31, 2015 (amounts in thousands):

 	 	Level of
Hierarchy	 	Fair Value	 	Carrying
Amount	 	
 	 	 	 	 	 	 	 	
Term loan	 	1	 	  $	497,500	 	  $	497,500	 	
Senior secured notes	 	3	 	  $	340,025	 	  $	335,000	 	
Senior unsecured notes	 	3	 	  $	326,375	 	  $	350,000	 	
 
The senior secured and senior unsecured notes were both fair valued using a Level 3 input by evaluating the trading activities of similar debt instruments as there was no market activity as of March 31, 2015.
 
At December 31, 2014, the fair value of our long-term debt was considered to approximate the carrying amount as our acquisition of Multimedia occurred on December 19, 2014, for which our long-term debt was incurred.
 
Business Segments
 
During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. As a result, information that our chief operating decision-making group regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments described in “Note 18 – Segment Information”. We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance beginning in 2015. This change had no impact on our condensed consolidated financial statements.
 
Recent Accounting Guidance
 
Recent Accounting Guidance Not Yet Adopted
 
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, which provides guidance to simplify the presentation of debt issuance costs.  These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The pronouncement is effective for annual periods ending after December 15, 2015, and interim periods within those fiscal years, and early adoption is permitted for financial statements that have not been previously issued. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
5 

 
In January 2015, the FASB issued ASU No. 2015-01, which requires that an entity separately classify, present and disclose extraordinary events and transactions. The pronouncement is effective for annual periods ending after December 15, 2015. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In May 2014, the FASB issued ASU No. 2014-09, which creates FASB Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”. The guidance replaces industry specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within our Notes to the Condensed Consolidated Financial Statements.
 
3. BUSINESS COMBINATIONS
 
Multimedia Games Holding Company, Inc.
 
On December 19, 2014, Holdings completed its acquisition of Multimedia. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Multimedia, Merger Sub merged with and into Multimedia, with Multimedia continuing as the surviving corporation (the “Merger”). In the Merger, Multimedia became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Multimedia, other than shares held by Holdings, Multimedia, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest (the “Merger Consideration”), together with the consideration paid in connection with the acceleration and full vesting of Multimedia equity awards, (collectively, the “Total Merger Consideration”).
 
Multimedia designs, manufactures and supplies gaming machines and systems to commercial and Native American casino operators as well as select lottery operators and commercial bingo facility operators. Multimedia’s revenues are generated from the operation of gaming machines in revenue sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary game themes.
 
6 

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

 	 	Amount	 	
Purchase consideration	 	 	 	
Total purchase price for Multimedia Games common stock (29,948 shares at $36.50 per share)	 	  $	1,093,105	 	
Payment in respect to Multimedia Games outstanding equity awards	 	56,284	 	
Total merger consideration	 	1,149,389	 	
 	 	 	 	
Repayments of Multimedia Games debt and other obligations	 	25,065	 	
Less: Multimedia Games outstanding cash at acquisition date	 	(118,299)	 	
Total purchase consideration	 	  $	1,056,155	 	
 
The Merger was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of which is deductible for tax purposes. The goodwill recognized is attributable primarily to the income potential from Multimedia penetrating into the Class III commercial casino market, the assembled workforce of Multimedia and expected synergies.
 
The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Multimedia’s assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as we finalize our fair value analysis. The significant items for which a final fair value has not been determined include, but not limited to: accrued liabilities, the valuation and estimated useful lives of tangible and intangible assets and deferred income taxes. We expect to complete our fair value determinations no later than the fourth quarter of 2015. We do not expect our fair value determinations to materially change; however, there may be differences compared to those amounts originally recorded as we complete our fair value analysis.
 
The information below reflects the preliminary purchase price allocation (in thousands):

 	 	Amount	 	
Purchase price allocation	 	 	 	
Current assets	 	  $	68,548	 	
Property, equipment and leasehold improvements, net	 	87,283	 	
Goodwill	 	669,542	 	
Other intangible assets, net	 	403,300	 	
Other receivables, non-current	 	5,030	 	
Other assets, long-term	 	3,392	 	
Deferred tax asset, non-current	 	22,287	 	
Total assets	 	1,259,382	 	
 	 	 	 	
Current liabilities	 	44,291	 	
Deferred tax liability, non-current	 	158,418	 	
Other accrued expenses and liabilities	 	518	 	
Total liabilities	 	203,227	 	
Net assets acquired	 	  $	1,056,155	 	

Trade receivables acquired of $24.7 million were considered to be collectible and therefore the carrying amounts were considered to approximate fair value. Inventory acquired of $16.5 million was fair valued based on model-based valuations for which inputs and value drivers were observable.
 
7 

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

 	 	Useful Life
(years)	 	Estimated
Fair Value	 	
 	 	 	 	 	 	
Property, Equipment and Leased Assets	 	 	 	 	 	
Gaming equipment	 	2 - 4	 	  $	78,201	 	
Leasehold and building improvements	 	Lease Term	 	2,105	 	
Machinery and equipment	 	3 - 5	 	4,126	 	
Other	 	2 - 7	 	2,851	 	
Total property, equipment and leased assets	 	 	 	  $	87,283	 	

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

 	 	Useful Life
(years)	 	Estimated Fair
Value	 	
 	 	 	 	 	 	
Other intangible assets	 	 	 	 	 	
Tradenames and trademarks	 	3 - 7	 	  $	14,800	 	
Computer software	 	3 - 5	 	3,755	 	
Developed technology	 	2 - 6	 	139,645	 	
Customer relationships	 	8 - 12	 	231,100	 	
Contract rights	 	1 - 7	 	14,000	 	
Total other intangible assets	 	 	 	  $	403,300	 	

The fair values of trade names and trademarks and developed technology were determined by applying the income approach utilizing the relief from royalty methodology. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology. The fair value of contract rights was considered to approximate the carrying amount based on contractual obligations associated with these other intangible assets. The discount rates utilized to estimate the fair value of these other intangible assets ranged from 10.0% to 11.0%.
 
We expensed approximately $1.5 million of costs incurred related to the acquisition of Multimedia for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses during the three months ended March 31, 2015. These expenses are included in the Condensed Consolidated Statements of Income and Comprehensive Income within operating expenses. These costs do not include any costs related to additional site consolidation or rationalization that we might consider in the future.
 
NEWave, Inc.
 
In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc. (“NEWave”) for an aggregate purchase price of approximately $14.9 million, of which approximately $2.5 million is expected to be paid in the second quarter of 2015. NEWave is a supplier of anti-money laundering compliance, audit and data efficiency software to the gaming industry.
 
We have not provided the supplemental pro forma impact of the NEWave acquisition on the revenue and earnings of the combined entity as if the acquisition date had been January 1, 2013, and the amount of revenue and earnings derived from NEWave have not been presented on a supplemental basis as such amounts are not material for the three months ended March 31, 2015 and 2014, respectively.
 
8 

 
4.               ATM FUNDING AGREEMENTS
 
Contract Cash Solutions Agreement
 
Our Contract Cash Solutions Agreement with Wells Fargo Bank, N.A. (“Wells Fargo”) allows us to use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a contractually defined cash usage rate. These cash usage fees, reflected as interest expense within the Condensed Consolidated Statements of Income and Comprehensive Income, were $0.5 million and $0.6 million for the three months ended March 31, 2015 and 2014, respectively. We are exposed to interest rate risk to the extent that the applicable LIBOR increases.
 
Under this agreement, all currency supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable which is recorded on a net basis. As these funds are not our assets, supplied cash is not reflected on the Condensed Consolidated Balance Sheets. The outstanding balances of ATM cash utilized by us from Wells Fargo were $255.6 million and $396.3 million as of March 31, 2015 and December 31, 2014, respectively.
 
In June 2012, we amended the Contract Cash Solutions Agreement to increase the maximum amount of cash to be provided to us from $400.0 million to $500.0 million, and to extend the initial term from November 30, 2013 to November 30, 2014. In November 2014, we amended the Contract Cash Solutions Agreement to  extend the term one year until November 30, 2015.
 
We are responsible for any losses of cash in the ATMs under this agreement and we self-insure for this risk. We incurred no material losses related to this self-insurance for the three months ended March 31, 2015 and 2014.
 
Site-Funded ATMs
 
We operate ATMs at certain customer gaming establishments where the gaming establishment provides the cash required for the ATM operational needs. We are required to reimburse the customer for the amount of cash dispensed from these Site-Funded ATMs. The Site-Funded ATM liability is included within “Settlement liabilities” in the accompanying Condensed Consolidated Balance Sheets and was $71.5 million and $69.3 million as of March 31, 2015 and December 31, 2014, respectively.
 
5. TRADE RECEIVABLES
 
Trade receivables represent short-term credit granted to customers for which collateral is generally not required. The balance of trade receivables consists of outstanding balances owed to us by gaming establishments and casino patrons. The balance of trade receivables consisted of the following (in thousands):

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Trade receivables, net	 	 	 	 	 	
Games trade receivables	 	  $	30,177	 	  $	28,270	 	
Kiosk trade receivables	 	4,301	 	5,247	 	
Warranty and other trade receivables	 	4,742	 	4,180	 	
 	 	 	 	 	 	
Total trade receivables, net	 	  $	39,220	 	  $	37,697	 	
 
The material balance of the allowance for doubtful accounts for trade receivables is from warranty receivables. On a monthly basis, we evaluate the collectability of the outstanding balances and establish a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) in the Condensed Consolidated Statements of Income and Comprehensive Income. The outstanding balance of the warranty reserve was $2.7 and $2.8 million as of March 31, 2015 and December 31, 2014, respectively.
 
9 

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

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Other receivables	 	 	 	 	 	
Notes and loans receivable, net of discount of $814 and $853, respectively	 	  $	13,261	 	  $	13,939	 	
Federal and state income tax receivable	 	15,142	 	15,092	 	
Other	 	582	 	706	 	
 	 	 	 	 	 	
Total other receivables	 	28,985	 	29,737	 	
 	 	 	 	 	 	
Less: Notes and loans receivable, non-current	 	8,593	 	9,184	 	
Total other receivables, current portion	 	  $	20,392	 	  $	20,553	 	

7. PREPAID AND OTHER ASSETS
 
Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs and other assets. The short-term portion of these assets is included in prepaid and other assets and the long-term portion is included in other assets, non-current.
 
The balance of prepaid and other assets consisted of the following (in thousands):

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Prepaid expenses and other assets	 	 	 	 	 	
Prepaid expenses	 	  $	6,935	 	  $	7,163	 	
Deposits	 	8,213	 	8,781	 	
Other	 	3,741	 	3,044	 	
Total prepaid expenses and other assets	 	  $	18,889	 	  $	18,988	 	
 
10 

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

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Other assets, non-current	 	 	 	 	 	
Debt issuance costs	 	  $	40,012	 	  $	41,109	 	
Prepaid expenses and deposits, non-current	 	3,998	 	3,956	 	
Other	 	6,002	 	5,878	 	
Total other assets non-current	 	  $	50,012	 	  $	50,943	 	

8. INVENTORY
 
We currently maintain separate inventories for our Games and Payments businesses. Our Games inventory primarily consists of component parts, completed player terminals and back office computer equipment. This inventory was stated at the lower of cost or market and accounted for using the first in, first out method during the current reporting period; whereas the inventory that existed at the time of the Merger was stated at fair value. The cost of inventory includes cost of materials, labor, overhead and freight. Our Payments inventory primarily consists of parts as well as finished goods and work-in-progress.  This inventory was stated at the lower of cost or market accounted for using the average cost method.
 
Inventory consisted of the following (in thousands):

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
Inventory	 	 	 	 	 	
Raw materials and component parts, net of reserves of $82 and $22, respectively	 	  $	19,997	 	  $	21,151	 	
Work in progress	 	1,406	 	803	 	
Finished goods	 	1,647	 	5,209	 	
Total inventory	 	  $	23,050	 	  $	27,163	 	

9. PROPERTY, EQUIPMENT AND LEASED ASSETS
 
Property, equipment and leased assets consist of the following (in thousands):

 	 	 	 	At March 31, 2015	 	At December 31, 2014	 	
 	 	Useful Life
(years)	 	Cost	 	Accumulated
Depreciation	 	Net Book
Value	 	Cost	 	Accumulated
Depreciation	 	Net Book
Value	 	
Property, equipment and leased assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rental pool - deployed	 	2 - 4	 	  $	74,742	 	  $	7,429	 	  $	67,313	 	  $	70,295	 	  $	876	 	  $	69,419	 	
Rental pool - undeployed	 	2 - 4	 	11,321	 	1,318	 	10,003	 	10,562	 	151	 	10,411	 	
ATM equipment	 	5	 	22,099	 	15,416	 	6,683	 	23,572	 	16,544	 	7,028	 	
Office, computer and other equipment	 	3	 	15,885	 	9,736	 	6,149	 	15,238	 	8,848	 	6,390	 	
Leasehold and building improvements	 	Lease Term	 	6,294	 	1,187	 	5,107	 	6,289	 	895	 	5,394	 	
Machinery and equipment	 	3 - 5	 	3,469	 	282	 	3,187	 	3,395	 	34	 	3,361	 	
Cash advance equipment	 	3	 	3,922	 	2,023	 	1,899	 	3,372	 	1,873	 	1,499	 	
Other	 	2 - 5	 	2,649	 	231	 	2,418	 	2,772	 	189	 	2,583	 	
Total	 	 	 	  $	140,381	 	  $	37,622	 	  $	102,759	 	  $	135,495	 	  $	29,410	 	  $	106,085	 	
 
Depreciation expense related to other property, equipment and leased assets totaled approximately $10.4 million and $1.9 million for the three months ended March 31, 2015 and 2014, respectively. Our property, equipment and leased assets were not impaired for the three months ended March 31, 2015 and 2014.
 
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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 $857.9 million at both March 31, 2015 and December 31, 2014. Our goodwill was not impaired for the three months ended March 31, 2015 and 2014. Additionally, no impairment was identified during our annual impairment testing as of October 1, 2014.
 
In accordance with ASC 350, we test goodwill at the reporting unit level, which in certain cases may be a component of an operating segment, for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
 
The estimate of fair value requires significant judgment. We based our fair value estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain, including estimates of future growth rates and operating margins and assumptions about the overall economic climate and the competitive environment for our reporting units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill and identifiable intangible asset testing as of the time of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, we may be required to record goodwill and/or intangible asset impairment charges in future periods, whether in connection with our next annual impairment testing or earlier, if an indicator of an impairment is present before our next annual evaluation.
 
Other Intangible Assets
 
Other intangible assets consist of the following (in thousands):

 	 	 	 	At March 31, 2015	 	At December 31, 2014	 	
 	 	Useful Life
(years)	 	Cost	 	Accumulated
Amortization	 	Net Book
Value	 	Cost	 	Accumulated
Amortization	 	Net Book
Value	 	
Other intangible assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contract rights under development and placement fee agreements	 	1 - 7	 	  $	14,919	 	  $	2,104	 	  $	12,815	 	  $	14,000	 	  $	301	 	  $	13,699	 	
Customer contracts	 	7 - 14	 	43,938	 	31,093	 	12,845	 	43,938	 	29,931	 	14,007	 	
Customer relationships	 	8 - 12	 	231,100	 	5,999	 	225,101	 	231,100	 	733	 	230,367	 	
Developed technology and software	 	1 - 6	 	179,139	 	27,492	 	151,647	 	174,417	 	14,604	 	159,813	 	
Patents, trademarks and other	 	1 - 17	 	27,700	 	10,005	 	17,695	 	27,856	 	8,957	 	18,899	 	
Total	 	 	 	  $	496,796	 	  $	76,693	 	  $	420,103	 	  $	491,311	 	  $	54,526	 	  $	436,785	 	
 
Amortization expense related to other intangible assets totaled approximately $20.7 million and $2.4 million for the three months ended March 31, 2015 and 2014, respectively. We capitalized and placed into service $1.0 million and $0.3 million of software development costs for the three months ended March 31, 2015 and 2014, respectively.
 
On a quarterly basis, we evaluate our other intangible assets for potential impairment as part of our quarterly review process. No impairment was identified for our other intangible assets during our assessment for the three months ended March 31, 2015 and 2014.
 
We enter into development and placement fee agreements to provide financing for new gaming facilities or for the expansion or improvement of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to us, while funding under placement fee agreements is not reimbursed. In return for the fees under these agreements, each facility dedicates a percentage of its floor space, or an agreed upon unit count, for the placement of our EGMs over the term of the agreement, generally 12 to 83 months, and we receive a fixed percentage or flat fee of those machines’ hold per day. Certain of the agreements contain EGM performance standards that could allow the respective facility to reduce a portion of our guaranteed floor space.
 
In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The development agreements typically provide for a portion of the amounts retained by each facility for its share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the facility. In the past we have, and in the future, we may, by mutual agreement, amend these agreements to reduce our floor space at the facilities. Any proceeds received for the reduction of floor space is first applied against the intangible asset for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.
 
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On January 15, 2015, Multimedia paid a placement fee of approximately $1.2 million to the Chickasaw Nation to extend the placement of 118 units in one of its location in Oklahoma for an additional term of 60 months.
 
11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
The following table presents our accounts payable and accrued expenses (in thousands):

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
Accounts payable and accrued expenses	 	 	 	 	 	
Trade accounts payable	 	  $	52,226	 	  $	48,962	 	
Accrued interest	 	14,089	 	3,387	 	
Payroll and related expenses	 	8,861	 	10,889	 	
Deferred and unearned revenues	 	7,497	 	8,016	 	
Cash access processing and related expenses	 	4,436	 	4,414	 	
Accrued taxes	 	2,150	 	3,195	 	
Other	 	24,284	 	25,805	 	
 	 	 	 	 	 	
Total accounts payable and accrued expenses	 	  $	113,543	 	  $	104,668	 	

12. LONG-TERM DEBT
 
The following table summarizes our outstanding indebtedness (in thousands):

 	 	At March 31,	 	At December 31,	 	
 	 	2015	 	2014	 	
Long-term debt	 	 	 	 	 	
Senior secured term loan	 	  $	497,500	 	  $	500,000	 	
Senior secured notes	 	335,000	 	350,000	 	
Senior unsecured notes	 	350,000	 	350,000	 	
Total debt	 	1,182,500	 	1,200,000	 	
Less: original issue discount	 	(10,769)	 	(11,213)	 	
Total debt after discount	 	1,171,731	 	1,188,787	 	
Less: current portion of long-term debt	 	(10,000)	 	(10,000)	 	
Long-term debt, less current portion	 	  $	1,161,731	 	  $	1,178,787	 	

 
Credit Facilities
 
In December 2014, we entered into a credit agreement that provided for a $500.0 million six-year senior secured term loan that matures in 2020 (the “Term Loan”) and a $50.0 million five-year revolver that matures in 2019 (the “Revolving Credit Facility”, and together with the Term Loan, the “Credit Facilities”). The fees associated with the Credit Facilities included original issue discounts of approximately $7.5 million and debt issuance costs of approximately $13.9 million.
 
We are required to repay the Term Loan in an amount equal to 0.50% per quarter of the initial aggregate principal with the final principal repayment installment on the maturity date.  Interest is due quarterly in arrears each March, June, September and December and the maturity date.
 
The Revolving Credit Facility remained undrawn as of March 31, 2015.
 
The interest rate per annum applicable to the Revolving Credit Facility is, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan is also, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our consolidated secured leverage ratio.
 
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Voluntary prepayments of the Term Loan and the Revolving Credit Facility and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the credit agreement governing the Credit Facilities, with prior notice but without premium or penalty, except that certain refinancing transactions of the Term Loan within twelve months after the closing of the Credit Facilities will be subject to a prepayment premium of 1.00% of the principal amount repaid.
 
Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of GCA, Holdings and the subsidiary guarantors (the “Collateral”) including: (a) a perfected first priority pledge of all the capital stock of GCA and each domestic direct, wholly owned material restricted subsidiary held by Holdings, GCA or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, GCA, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Multimedia Games and its material domestic subsidiaries.
 
The Term Loan had an applicable interest rate of 6.25% as of March 31, 2015 and December 31, 2014.
 
We were in compliance with the terms of the Credit Facilities as of March 31, 2015 and December 31, 2014.
 
Senior Secured Notes
 
In December 2014, we issued $350.0 million in aggregate principal amount of 7.75% Senior Secured Notes due 2021 (“the “Secured Notes”). The fees associated with the Secured Notes included debt issuance costs of approximately $13.6 million.
 
Interest is due semi-annually in arrears each March and September.
 
The Secured Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement.  Under the terms of the purchase agreement, during a one year period following the closing and upon prior notice from the initial purchasers, the Company must use commercially reasonable efforts to aid the purchasers in the resale of the Secured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein.
 
We were in compliance with the terms of the Secured Notes as of March 31, 2015 and December 31, 2014.
 
Senior Unsecured Notes
 
In December 2014, we issued $350 million in aggregate principal amount of 10.0% Senior Unsecured Notes due 2022 (the “Unsecured Notes”). The fees associated with the Unsecured Notes included original issue discounts of approximately $3.8 million and debt issuance costs of approximately $14.0 million.
 
Interest is due semi-annually in arrears each January and July.
 
The Unsecured Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement.  Under the terms of the purchase agreement, during a one-year period following the closing and upon prior notice from the initial purchasers, the Company must use commercially reasonable efforts to aid the purchasers in the resale of the Unsecured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein.
 
In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the holders of the Unsecured Notes, to file with the SEC, and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes (the “Exchange Notes”) with terms identical to the Unsecured Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below). Under certain circumstances, including if applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, the Company and the guarantors must use their commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Unsecured Notes and to keep that shelf registration statement effective until the first anniversary of the date such shelf registration statement becomes effective, or such shorter period that will terminate when all Unsecured Notes covered by the shelf registration statement have been sold. The obligation to complete the exchange offer and/or file a shelf registration statement will terminate on the second anniversary of the date of the Registration Rights Agreement. If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before December 19, 2015, the annual interest rate borne by the Unsecured Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the shelf registration statement is declared effective, at which time the interest rate will revert to the original interest rate on the date the Unsecured Notes were originally issued.
 
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We were in compliance with the terms of the Unsecured Notes as of March 31, 2015 and December 31, 2014.
 
13. COMMITMENTS AND CONTINGENCIES
 
Multimedia Shareholder Litigation
 
In connection with the Merger, certain actions were filed by putative shareholders of Multimedia in the United States District Court for the Western District of Texas (the “Texas Federal Action”) and the District Court of Travis County, Texas (the “Texas State Court Action”). In both the Texas Federal Action and the Texas State Court Action, plaintiffs alleged that Multimedia’s directors breached their fiduciary duties to Multimedia and/or its shareholders because, among other things, the Merger allegedly involved an unfair price, an inadequate sales process, self-dealing and unreasonable deal protection devices. The complaints further alleged that Holdings and its formerly wholly owned merger subsidiary, Merger Sub aided and abetted those purported breaches of fiduciary duty.
 
On November 20, 2014, the defendants in the Texas Federal Action reached an agreement in principle with the plaintiffs in the Texas Federal Action regarding settlement of all claims asserted on behalf of the alleged class of Multimedia shareholders and on behalf of Multimedia, and that agreement is reflected in a memorandum of understanding. In connection with the settlement contemplated by the memorandum of understanding, Multimedia agreed to make certain additional disclosures in its proxy statement related to the Merger, which disclosure Multimedia made in a Current Report on Form 8-K filed on November 21, 2014. In addition, the defendants in the Texas Federal Action agreed not to oppose an application by plaintiffs in the Texas Federal Action for an attorneys’ fee award from the United States District Court for the Western District of Texas (the “District Court”) of up to $310,000. As contemplated in the memorandum of understanding, the parties entered into a Stipulation of Non-Opt Out Class and Derivative Settlement (the “Stipulation”) as of April 7, 2015, which was filed with the District Court on April 16, 2015. The Stipulation is subject to customary conditions, including District Court approval.
 
On April 16, 2015, Plaintiffs filed an unopposed motion for preliminary approval of the Stipulation. On April 22, 2015, the District Court entered an order preliminarily approving the Stipulation, providing for notice of the settlement to be provided to certain Multimedia shareholders and scheduling a hearing for final approval of the Stipulation on August 7, 2015. There can be no assurance that the District Court will finally approve the Stipulation. In such event, the settlement as reflected in the Stipulation may be terminated.
 
The Texas State Court Action remains pending as of May 8, 2015, the date these condensed consolidated financial statements were issued. All of the defendants have filed answers containing general denials in that action.
 
Alabama Litigation
 
The Company is currently involved in two lawsuits, as further described below, related to Multimedia’s former charity bingo operations in the State of Alabama, neither of which it believes are material from a damages perspective. The lawsuits are currently pending in federal court, and include claims related to the alleged illegality of electronic charity bingo in the State of Alabama.
 
Dollie Williams, et al., v. Macon County Greyhound Park, Inc., et al., a civil action, was filed on March 8, 2010, in the United States District Court for the Middle District of Alabama, Eastern Division, against Multimedia and others. The plaintiffs, who claim to have been patrons of VictoryLand, allege that Multimedia participated in gambling operations that violated Alabama state law by supplying to VictoryLand purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs have requested that the court certify the action as a class action. On March 29, 2013, the court entered an order granting the plaintiffs’ motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the Eleventh Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On June 18, 2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal. Following briefing and oral argument, on April 2, 2014, the Eleventh Circuit Court of Appeals entered an order reversing the district court’s ruling on class certification and remanding the case to the district court. The parties have reached a settlement that will become final upon approval of the bankruptcy court overseeing the bankruptcy of one of the plaintiffs. Until the settlement becomes final, the Company will continue to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.
 
15 

 
Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Multimedia and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that Multimedia participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs’ motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.
 
Gain Contingency Settlement
 
In January 2014, we filed a complaint against certain third party defendants alleging conspiracy in restraint of competition regarding interchange fees, monopolization by defendants in the relevant market, and attempted monopolization of the defendants in the relevant market. We demanded a trial by jury of all issues so triable. The defendants filed a motion to dismiss on March 13, 2014. A settlement agreement was made as of January 16, 2015 and on January 22, 2015 the settlement agreement was executed and delivered for which we received $14.4 million in cash and recorded the settlement proceeds in the first quarter of 2015. This settlement is included as a reduction of operating expenses in our Condensed Consolidated Statement of Income and Comprehensive Income for the three months ended March 31, 2015.
 
We are subject to other claims and suits that arise from time to time in the ordinary course of business, including those discussed above. We do not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our financial position, liquidity or results of operations.
 
14. SHAREHOLDERS’ EQUITY
 
Preferred Stock.   Our amended and restated certificate of incorporation, as amended, allows our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges and relative participating, optional, or special rights as well as the qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. As of March 31, 2015 and December 31, 2014, we had no shares outstanding of preferred stock.
 
Common Stock.   Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of March 31, 2015 and December 31, 2014, we had 90,610,087 and 90,405,450 shares of common stock issued.
 
Treasury Stock.   Employees may direct us to withhold vested shares of restricted stock to satisfy the minimum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards 2,845 and 31,000 shares of common stock at an aggregate purchase price of $19,743 and $0.3 million, for the three months ended March 31, 2015 and 2014, respectively, to satisfy the minimum applicable tax withholding obligations related to the vesting of such restricted stock awards.
 
16 

 
15. WEIGHTED AVERAGE COMMON SHARES
 
The weighted average number of common shares outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):

 	 	At March 31,	 	At March 31,	 	
 	 	2015	 	2014	 	
Weighted average shares	 	 	 	 	 	
Weighted average number of common shares outstanding - basic	 	65,623	 	65,910	 	
Potential dilution from equity grants (1)	 	869	 	1,460	 	
 	 	 	 	 	 	
Weighted average number of common shares outstanding - diluted	 	66,492	 	67,370	 	

(1)          The potential dilution excludes the weighted average effect of equity awards to acquire 8.4 million and 5.1 million of our common stock for the three months ended March 31, 2015 and 2014, respectively, because the application of the treasury stock method, as required, makes them anti-dilutive.
 
16. SHARE-BASED COMPENSATION
 
Equity Incentive Awards
 
Our 2014 Equity Incentive Plan (the “2014 Plan”) is used to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and to promote the success of our business.  The 2014 Plan superseded the then current 2005 Stock Incentive Plan (the “2005 Plan”). The 2014 Plan is administered by our Compensation Committee, which has the authority to select individuals who are to receive options or other equity incentive awards and to specify the terms and conditions of grants of options or other equity incentive awards, the vesting provisions, the term and the exercise price.
 
Generally, we grant the following award types: (a) time-based options, (b) cliff-vesting time-based options, (c) market-based options and (d) restricted stock.   These awards have varying vesting provisions, but generally have 10-year expiration periods. There have been no changes to our equity incentive awards vesting disclosures since the most recent filing of our Annual Report on Form 10-K.
 
A summary of award activity is as follows (in thousands):

 	 	Stock Options	 	Restricted Stock	 	
 	 	Granted	 	Granted	 	
 	 	 	 	 	 	
Outstanding, December 31, 2014	 	13,626	 	440	 	
 	 	 	 	 	 	
Additional authorized shares	 	-	 	-	 	
Granted	 	-	 	-	 	
Exercised options or vested shares	 	(194)	 	(11)	 	
Canceled or forfeited	 	(1,426)	 	-	 	
 	 	 	 	 	 	
Outstanding, March 31, 2015	 	12,006	 	429	 	

The maximum number of shares available for future equity awards under the 2014 Plan is approximately 12.1 million shares of our common stock; and there are no shares available for future equity awards under the 2005 Plan.
 
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Stock Options
 
The fair value of options was determined as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 	 	Three Months Ended March 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Risk-free interest rate	 	-	 	1%	 	
Expected life of options (in years)	 	-	 	4 	 	
Expected volatility	 	-	 	53%	 	
Expected dividend yield	 	-	 	0%	 	
 
The following tables present the options activity:

 	 	Number of
Common Shares
(in thousands)	 	Weighted Average
Exercise Price (per
share)	 	Weighted
Average Life
Remaining (years)	 	Aggregate
Intrinsic Value
(in thousands)	 	
 	 	 	 	 	 	 	 	 	 	
Outstanding, December 31, 2014	 	13,626	 	  $	7.64	 	6.5	 	  $	9,148	 	
 	 	 	 	 	 	 	 	 	 	
Granted	 	-	 	-  	 	 	 	 	 	
Exercised	 	(194)	 	5.39	 	 	 	 	 	
Canceled or forfeited	 	(1,426)	 	10.80	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Outstanding, March 31, 2015	 	12,006	 	  $	7.30	 	6.6	 	  $	12,095	 	
 	 	 	 	 	 	 	 	 	 	
Vested and expected to vest, March 31, 2015	 	10,864	 	  $	7.28	 	6.3	 	  $	11,403	 	
 	 	 	 	 	 	 	 	 	 	
Exercisable, March 31, 2015	 	6,221	 	  $	7.31	 	4.4	 	  $	7,990	 	

There were no options granted for the three months ended March 31, 2015. There were 2.0 million options granted for the three months ended March 31, 2014. The weighted average grant date fair value per share of the options granted was $3.88 for the three months ended March 31, 2014. The total intrinsic value of options exercised was $0.4 million and $1.7 million for the three months ended March 31, 2015 and 2014, respectively.
 
There was $13.6 million in unrecognized compensation expense related to options expected to vest as of March 31, 2015. This cost was expected to be recognized on a straight-line basis over a weighted average period of 3.0 years. We received $1.0 million in proceeds from the exercise of options and recorded $1.6 million in non-cash compensation expense related to options granted that were expected to vest for the three months ended March 31, 2015.
 
There was $12.0 million in unrecognized compensation expense related to options expected to vest as of March 31, 2014.  This cost was expected to be recognized on a straight-line basis over a weighted average period of 3.1 years. We recorded $1.6 million in non-cash compensation expense related to options granted that were expected to vest as of March 31, 2014. We received $2.4 million in cash from the exercise of options for the three months ended March 31, 2014.
 
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Restricted Stock
 
The following is a summary of non-vested share awards for our time-based restricted shares:

 	 	Shares
Outstanding
(in thousands)	 	Weighted
Average Grant
Date Fair Value
(per share)	 	
 	 	 	 	 	 	
Outstanding, December 31, 2014	 	440	 	  $	7.11	 	
 	 	 	 	 	 	
Granted	 	-	 	-	 	
Vested	 	(11)	 	7.09	 	
Forfeited	 	-	 	7.09	 	
Outstanding, March 31, 2015	 	429	 	  $	7.11	 	

There were no shares of restricted stock granted for the three months ended March 31, 2015 and March 31, 2014. The total fair value of restricted stock vested was $0.1 million and $0.7 million for the three months ended March 31, 2015 and 2014, respectively.
 
There was $2.7 million in unrecognized compensation expense related to shares of time-based restricted shares expected to vest as of March 31, 2015. This cost is expected to be recognized on a straight-line basis over a weighted average period of 3.0 years. There was 10.9 thousand shares of restricted stock that vested and we recorded $0.2 million in non-cash compensation expense related to the restricted stock granted that was expected to vest during the three months ended March 31, 2015.
 
There was $1.7 million in unrecognized compensation expense related to shares of time-based restricted shares expected to vest as of March 31, 2014. This cost was expected to be recognized on a straight-line basis over a weighted average period of 2.8 years. There were 0.1 million shares of time-based restricted shares vested and we recorded $0.4 million in non-cash compensation expense related to the restricted stock granted that was expected to vest for the three months ended March 31, 2014.
 
17.       INCOME TAXES
 
The provision for income tax reflected an effective income tax rate of 81.2% for the three months ended March 31, 2015, which was higher than the statutory federal rate of 35.0% primarily due to non-statutory stock options that expired in the quarter and state income taxes. The provision for income tax reflected an effective income tax rate of 34.7% for the same period in the prior year, which was lower than the statutory federal rate of 35.0% are primarily due to the favorable foreign rate applicable to our foreign source income.
 
We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. As part of the Merger, the Company recorded $0.7 million of unrecognized tax benefits as of December 31, 2014, which is consistent with the balance as of March 31, 2015. Other than the unrecognized tax benefit related to the Merger, we believe that our income tax filing positions and deductions will be sustained upon audit and we do not anticipate any adjustments that will result in a material change to our financial position. We may from time to time be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. Our policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense.
 
18.  SEGMENT INFORMATION
 
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group consists of the Chief Executive Officer and the Chief Financial Officer. The operating segments are reviewed separately because each represents products and services that can be sold separately to our customers.
 
Since the most recent filing of our Annual Report on Form 10-K, and in connection with the Merger, our chief operating decision-making group has determined the following to be the operating segments for which we conduct business: (a) Games, and (b) Payments. Each of these segments is monitored by our management for performance against its internal forecast and is consistent with our internal management reporting. Our chief operating decision-making group manages the business, allocates resources and measures profitability based on the Games and Payments operating segments.
 
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The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.
 
The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.
 
Corporate overhead and depreciation and amortization expenses were allocated to the segments either through specific identification or based on a reasonable methodology.
 
Our business is predominantly domestic, with no specific regional concentrations and no significant assets in foreign locations.
 
The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.
 
The following tables present segment information (in thousands):

 	 	For the Three Months Ended March 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Revenues	 	 	 	 	 	
Games	 	  $	55,045	 	  $	-	 	
Payments	 	152,428	 	150,571	 	
Total revenues	 	  $	207,473	 	  $	150,571	 	
 	 	 	 	 	 	
Operating income	 	 	 	 	 	
Games	 	  $	614	 	  $	-	 	
Payments	 	27,527	 	13,013	 	
Total operating income	 	  $	28,141	 	  $	13,013	 	
 	 	 	 	 	 	
 	 	At March 31,	 	At December 31,	 	
Total assets	 	2015	 	2014	 	
Games	 	  $	1,229,618	 	  $	1,242,822	 	
Payments	 	495,646	 	464,463	 	
Total assets	 	  $	1,725,264	 	  $	1,707,285	 	

 
Major customers.   For the three months ended March 31, 2015 and 2014, no single customer accounted for more than 10% of our revenues. Our five largest customers accounted for approximately 28% and 33% of our total revenue for the three months ended March 31, 2015 and 2014, respectively.
 
19.        SUBSEQUENT EVENTS
 
Subsequent events were evaluated through the date of this filing.
 
Secured Notes Refinance
 
The terms of the Secured Notes purchase agreement stipulated that GCA must use commercially reasonable efforts to aid the purchasers in the resale of the Secured Notes. Alternatively, GCA had the ability to redeem the Secured Notes without penalty. On April 15, 2015, the Company entered into a note purchase agreement (the “Note Purchase Agreement”), among GCA, CPPIB Credit Investments III Inc. (the “Purchaser”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and issued $335.0 million in aggregate principal amount of its 7.25% Senior Secured Notes due 2021 (the “Refinanced Secured Notes”) in a private offering to the Purchaser. With the proceeds from the issuance of the Refinanced Secured Notes, GCA redeemed, in full, the Company’s outstanding Secured Notes from the note holders thereof in accordance with the terms of the indenture governing the Secured Notes. In connection with this transaction during the second quarter of 2015, we will expense approximately $12.9 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the redeemed Senior Secured Notes that were outstanding prior to the refinance transaction.
 
20 

 
In connection with the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement, the Company issued to the Purchaser a warrant to purchase 700,000 shares of Holdings’ common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of Holdings’ common stock for the ten trading days prior to the issuance of the warrant. The warrant expires on the sixth anniversary of the date of issuance. The number of shares issuable pursuant to the warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events.
 
Unsecured Notes Syndication
 
In connection with the terms of the Unsecured Notes purchase agreement for which GCA was required to use commercially reasonable efforts to aid the purchasers in the resale of the Unsecured Notes, the Company prepared an updated offering memorandum and participated in reasonable marketing efforts including road shows, to the extent required therein. The Unsecured Notes were syndicated in the second quarter of 2015.
 
20.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
We conduct substantially all of our business through our U.S. and foreign subsidiaries.  Everi Payments Inc.’s (formerly known as Global Cash Access, Inc.) (“Subsidiary Issuer”) obligations under the Unsecured Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Parent”) and substantially all of our 100%-owned U.S. subsidiaries other than Subsidiary Issuer (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors” and each a “Guarantor” ).  The guarantees of our Unsecured Notes will be released under the following customary circumstances: (i) the sale or disposition of all or substantially all of the assets of the Guarantor (by way of merger, consolidation, or otherwise) to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary; (ii) the sale or disposition of sufficient capital stock of the Guarantor to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary and the Guarantor ceases to be a restricted subsidiary of Subsidiary Issuer as a result of the sale or other disposition; (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture; or (iv) the legal or covenant defeasance of the Unsecured Notes or the satisfaction and discharge of the Indenture.
 
Presented below is condensed consolidating financial information for (a) Parent, (b) Subsidiary Issuer, (c) the Guarantor Subsidiaries and (d) our U.S. subsidiaries that are not Guarantor Subsidiaries and our foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of March 31, 2015 and for the three-month periods ended March 31, 2015 and 2014. The condensed consolidating financial information has been presented to show the nature of assets held and the results of operations and cash flows of Parent, Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming that the guarantee structure of the Unsecured Notes had been in effect at the beginning of the periods presented.
 
21 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Three Months Ended March 31, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	141,410	 	$	62,369	 	$	3,830	 	$	(136	)	$	207,473	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	110,589	 	14,371	 	2,063	 	—	 	127,023	 	
Operating expenses	 	—	 	4,191	 	11,359	 	427	 	(136	)	15,841	 	
Research and development	 	—	 	—	 	5,436	 	—	 	—	 	5,436	 	
Depreciation	 	—	 	1,774	 	8,542	 	61	 	—	 	10,377	 	
Amortization	 	—	 	2,215	 	17,771	 	669	 	—	 	20,655	 	
Total costs and expenses	 	—	 	118,769	 	57,479	 	3,220	 	(136	)	179,332	 	
Operating income	 	—	 	22,641	 	4,890	 	610	 	—	 	28,141	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	2,778	 	22,787	 	90	 	—	 	25,655	 	
Equity in income of subsidiaries	 	(469	)	(3,047	)	—	 	—	 	3,516	 	—	 	
Total other (income) expense	 	(469	)	(269	)	22,787	 	90	 	3,516	 	25,655	 	
Income (loss) from operations before tax	 	469	 	22,910	 	(17,897	)	520	 	(3,516	)	2,486	 	
Income tax expense (benefit)	 	—	 	8,706	 	(6,942	)	253	 	—	 	2,017	 	
Net income (loss)	 	469	 	14,204	 	(10,955	)	267	 	(3,516	)	469	 	
Foreign currency translation	 	(873	)	—	 	—	 	(873	)	873	 	(873	)	
Comprehensive (loss) income	 	$	(404	)	$	14,204	 	$	(10,955	)	$	(606	)	$	(2,643	)	$	(404	)	
 
22 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Three Months Ended March 31, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	140,321	 	$	6,866	 	$	3,553	 	$	(169	)	$	150,571	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	111,338	 	2,043	 	(143	)	—	 	113,238	 	
Operating expenses	 	—	 	18,747	 	819	 	642	 	(169	)	20,039	 	
Depreciation	 	—	 	1,883	 	1	 	43	 	—	 	1,927	 	
Amortization	 	—	 	2,230	 	—	 	124	 	—	 	2,354	 	
Total costs and expenses	 	—	 	134,198	 	2,863	 	666	 	(169	)	137,558	 	
Operating income	 	—	 	6,123	 	4,003	 	2,887	 	—	 	13,013	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	2,034	 	—	 	(488	)	—	 	1,546	 	
Equity in income of subsidiaries	 	(7,489	)	(5,082	)	—	 	—	 	12,571	 	—	 	
Total other (income) expense	 	(7,489	)	(3,048	)	—	 	(488	)	12,571	 	1,546	 	
Income from operations before tax	 	7,489	 	9,171	 	4,003	 	3,375	 	(12,571	)	11,467	 	
Income tax expense	 	—	 	1,682	 	1,401	 	895	 	—	 	3,978	 	
Net income	 	7,489	 	7,489	 	2,602	 	2,480	 	(12,571	)	7,489	 	
Foreign currency translation	 	1	 	—	 	—	 	1	 	(1	)	1	 	
Comprehensive income	 	$	7,490	 	$	7,489	 	$	2,602	 	$	2,481	 	$	(12,572	)	$	7,490	 	
 
23 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At March 31, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	120,435	 	$	13,315	 	$	11,263	 	$	—	 	$	145,013	 	
Settlement receivables	 	—	 	26,950	 	—	 	2,837	 	—	 	29,787	 	
Trade receivables, net	 	—	 	6,294	 	32,925	 	1	 	—	 	39,220	 	
Other receivables	 	—	 	3,846	 	24,870	 	113	 	(8,437	)	20,392	 	
Inventory	 	—	 	9,312	 	13,738	 	—	 	—	 	23,050	 	
Prepaid expenses and other assets	 	—	 	7,836	 	2,523	 	8,530	 	—	 	18,889	 	
Deferred tax asset	 	—	 	2,743	 	6,847	 	—	 	—	 	9,590	 	
Intercompany balances	 	—	 	32,512	 	155,182	 	1,473	 	(189,167	)	—	 	
Total current assets	 	—	 	209,928	 	249,400	 	24,217	 	(197,604	)	285,941	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	—	 	17,409	 	84,865	 	485	 	—	 	102,759	 	
Goodwill	 	—	 	148,278	 	708,922	 	656	 	—	 	857,856	 	
Other intangible assets, net	 	—	 	23,260	 	388,281	 	8,562	 	—	 	420,103	 	
Other receivables, non-current	 	—	 	4,411	 	4,182	 	—	 	—	 	8,593	 	
Investment in subsidiaries	 	233,859	 	149,599	 	—	 	86	 	(383,544	)	—	 	
Deferred tax asset, non-current	 	—	 	76,460	 	22,467	 	—	 	(98,927	)	—	 	
Other assets, non-current	 	—	 	46,090	 	3,413	 	509	 	—	 	50,012	 	
Intercompany balances	 	—	 	1,131,876	 	—	 	—	 	(1,131,876	)	—	 	
Total non-current assets	 	233,859	 	1,597,383	 	1,212,130	 	10,298	 	(1,614,347	)	1,439,323	 	
Total assets	 	$	233,859	 	$	1,807,311	 	$	1,461,530	 	$	34,515	 	$	(1,811,951	)	$	1,725,264	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement liabilities	 	$	—	 	$	136,839	 	$	297	 	$	4,513	 	$	—	 	$	141,649	 	
Accounts payable and accrued expenses	 	—	 	85,689	 	35,216	 	1,075	 	(8,437	)	113,543	 	
Current portion of long-term debt	 	—	 	10,000	 	—	 	—	 	—	 	10,000	 	
Intercompany balances	 	—	 	156,536	 	22,949	 	9,682	 	(189,167	)	—	 	
Total current liabilities	 	—	 	389,064	 	58,462	 	15,270	 	(197,604	)	265,192	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred tax liability, non-current	 	—	 	1,071	 	156,957	 	—	 	(98,927	)	59,101	 	
Long-term debt, less current portion	 	—	 	1,161,731	 	—	 	—	 	—	 	1,161,731	 	
Other accrued expenses and liabilities	 	—	 	4,924	 	457	 	—	 	—	 	5,381	 	
Intercompany balances	 	—	 	—	 	1,131,876	 	—	 	(1,131,876	)	—	 	
Total non-current liabilities	 	—	 	1,167,726	 	1,289,290	 	—	 	(1,230,803	)	1,226,213	 	
Total liabilities	 	—	 	1,556,790	 	1,347,752	 	15,270	 	(1,428,407	)	1,491,405	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	91	 	—	 	—	 	—	 	—	 	91	 	
Convertible preferred stock	 	—	 	—	 	—	 	—	 	—	 	—	 	
Additional paid-in capital	 	248,491	 	87,202	 	2,269	 	21,110	 	(110,581	)	248,491	 	
Retained earnings (deficit)	 	160,621	 	162,623	 	111,509	 	(738	)	(273,394	)	160,621	 	
Accumulated other comprehensive income (loss)	 	696	 	696	 	—	 	(1,127	)	431	 	696	 	
Treasury stock, at cost	 	(176,040	)	—	 	—	 	—	 	—	 	(176,040	)	
Total stockholders’ equity	 	233,859	 	250,521	 	113,778	 	19,245	 	(383,544	)	233,859	 	
Total liabilities and stockholders’ equity	 	$	233,859	 	$	1,807,311	 	$	1,461,530	 	$	34,515	 	$	(1,811,951	)	$	1,725,264	 	
 
24 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Three Months Ended March 31, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	469	 	$	14,204	 	$	(10,955	)	$	267	 	$	(3,516	)	$	469	 	
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	3,989	 	26,313	 	730	 	—	 	31,032	 	
Amortization of financing costs	 	—	 	2,072	 	—	 	—	 	—	 	2,072	 	
Loss on sale or disposal of assets	 	—	 	2	 	—	 	—	 	—	 	2	 	
Accretion of contract rights	 	—	 	—	 	2,104	 	—	 	—	 	2,104	 	
Provision for bad debts	 	—	 	—	 	2,266	 	—	 	—	 	2,266	 	
Equity in income of subsidiaries	 	(469	)	(3,047	)	—	 	—	 	3,516	 	—	 	
Stock-based compensation	 	—	 	1,674	 	—	 	—	 	119	 	1,793	 	
Other non-cash items	 	—	 	—	 	231	 	—	 	—	 	231	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	38,671	 	157	 	(2,855	)	—	 	35,973	 	
Other changes in operating assets and liabilities	 	(5	)	13,617	 	(3,350	)	(269	)	(119	)	9,874	 	
Net cash (used in) provided by operating activities	 	(5	)	71,182	 	16,766	 	(2,127	)	—	 	85,816	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—	 	(2,434	)	(9,902	)	(280	)	—	 	(12,616	)	
Proceeds from sale of fixed assets	 	—	 	1	 	—	 	—	 	—	 	1	 	
Advances under development and placement agreements	 	—	 	—	 	(1,255	)	—	 	—	 	(1,255	)	
Repayments under development agreements	 	—	 	—	 	1,217	 	—	 	—	 	1,217	 	
Changes in restricted cash and cash equivalents	 	—	 	59	 	—	 	—	 	—	 	59	 	
Intercompany investing activities	 	(1,023	)	164	 	—	 	(48	)	907	 	—	 	
Net cash used in investing activities	 	(1,023	)	(2,210	)	(9,940	)	(328	)	907	 	(12,594	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of credit facility	 	—	 	(17,500	)	—	 	—	 	—	 	(17,500	)	
Debt issuance costs	 	—	 	(252	)	—	 	—	 	—	 	(252	)	
Proceeds from exercise of stock options	 	1,048	 	—	 	—	 	—	 	—	 	1,048	 	
Purchase of treasury stock	 	(20	)	—	 	—	 	—	 	—	 	(20	)	
Intercompany financing activities	 	—	 	1,072	 	—	 	(165	)	(907	)	—	 	
Net cash provided by (used in) financing activities	 	1,028	 	(16,680	)	—	 	(165	)	(907	)	(16,724	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(580	)	—	 	(580	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) for the period	 	—	 	52,292	 	6,826	 	(3,200	)	—	 	55,918	 	
Balance, beginning of the period	 	—	 	68,143	 	6,489	 	14,463	 	—	 	89,095	 	
Balance, end of the period	 	$	—	 	$	120,435	 	$	13,315	 	$	11,263	 	$	—	 	$	145,013	 	
 
25 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Three Months Ended March 31, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	7,489	 	$	7,489	 	$	2,602	 	$	2,480	 	$	(12,571	)	$	7,489	 	
Adjustments to reconcile net income to cash (used in) provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	4,113	 	1	 	167	 	—	 	4,281	 	
Amortization of financing costs	 	—	 	471	 	—	 	—	 	—	 	471	 	
Loss on sale or disposal of assets	 	—	 	124	 	—	 	—	 	—	 	124	 	
Provision for bad debts	 	—	 	—	 	2,014	 	—	 	—	 	2,014	 	
Equity in income of subsidiaries	 	(7,489	)	(5,082	)	—	 	—	 	12,571	 	—	 	
Stock-based compensation	 	—	 	2,057	 	—	 	—	 	—	 	2,057	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	63,982	 	218	 	(1,011	)	—	 	63,189	 	
Other changes in operating assets and liabilities	 	(51	)	18,829	 	(4,360	)	(7,446	)	—	 	6,972	 	
Net cash (used in) provided by operating activities	 	(51	)	91,983	 	475	 	(5,810	)	—	 	86,597	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	—	 	(2,707	)	(93	)	(225	)	—	 	(3,025	)	
Proceeds from sale of fixed assets	 	—	 	192	 	—	 	—	 	—	 	192	 	
Changes in restricted cash and cash equivalents	 	—	 	(46	)	—	 	—	 	—	 	(46	)	
Intercompany investing activities	 	378	 	(9,663	)	—	 	(1,590	)	10,875	 	—	 	
Net cash provided by (used in) investing activities	 	378	 	(12,224	)	(93	)	(1,815	)	10,875	 	(2,879	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments against prior credit facility	 	—	 	(3,000	)	—	 	—	 	—	 	(3,000	)	
Proceeds from exercise of stock options	 	2,440	 	—	 	—	 	—	 	—	 	2,440	 	
Purchase of treasury stock	 	(2,767	)	—	 	—	 	—	 	—	 	(2,767	)	
Intercompany financing activities	 	—	 	987	 	—	 	9,888	 	(10,875	)	—	 	
Net cash (used in) provided by financing activities	 	(327	)	(2,013	)	—	 	9,888	 	(10,875	)	(3,327	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(79	)	—	 	(79	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase for the period	 	 	 	77,746	 	382	 	2,184	 	—	 	80,312	 	
Balance, beginning of the period	 	—	 	100,573	 	2,149	 	11,532	 	—	 	114,254	 	
Balance, end of the period	 	$	—	 	$	178,319	 	$	2,531	 	$	13,716	 	$	—	 	$	194,566	 	
 
26 

 
PART I: FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share amounts)

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
 	 	2015	 	2014	 	2015	 	2014	 	
Revenues	 	$	206,364	 	$	144,946	 	$	413,837	 	$	295,517	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	127,222	 	109,375	 	254,245	 	222,614	 	
Operating expenses	 	26,847	 	21,261	 	42,688	 	41,299	 	
Research and Development	 	4,470	 	—	 	9,906	 	—	 	
Depreciation	 	10,717	 	1,919	 	21,094	 	3,846	 	
Amortization	 	20,772	 	2,769	 	41,427	 	5,123	 	
Total costs and expenses	 	190,028	 	135,324	 	369,360	 	272,882	 	
Operating income	 	16,336	 	9,622	 	44,477	 	22,635	 	
Other expenses	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	24,958	 	2,083	 	50,613	 	3,629	 	
Loss on extinguishment of debt	 	12,977	 	—	 	12,977	 	—	 	
Total other expenses	 	37,935	 	2,083	 	63,590	 	3,629	 	
(Loss) income from operations before tax	 	(21,599	)	7,539	 	(19,113	)	19,006	 	
Income tax (benefit) provision	 	(8,858	)	2,815	 	(6,841	)	6,793	 	
Net (loss) income	 	(12,741	)	4,724	 	(12,272	)	12,213	 	
Foreign currency translation	 	811	 	381	 	(62	)	382	 	
Comprehensive (loss) income	 	$	(11,930	)	$	5,105	 	$	(12,334	)	$	12,595	 	
(Loss) earnings per share	 	 	 	 	 	 	 	 	 	
Basic	 	$	(0.19	)	$	0.07	 	$	(0.19	)	$	0.19	 	
Diluted	 	$	(0.19	)	$	0.07	 	$	(0.19	)	$	0.18	 	
Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	
Basic	 	65,844	 	65,970	 	65,734	 	65,940	 	
Diluted	 	65,844	 	67,087	 	65,734	 	67,206	 	
 
See notes to unaudited condensed consolidated financial statements.
 
27 

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

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
ASSETS	 	 	 	 	 	
Current assets	 	 	 	 	 	
Cash and cash equivalents	 	$	165,017	 	$	89,095	 	
Settlement receivables	 	23,716	 	43,288	 	
Trade receivables, net of allowances for doubtful accounts of $2.9 million and $2.8 million at June 30, 2015 and December 31, 2014, respectively	 	41,834	 	37,697	 	
Other receivables	 	11,372	 	20,553	 	
Inventory	 	23,453	 	27,163	 	
Prepaid expenses and other assets	 	21,090	 	18,988	 	
Deferred tax asset	 	9,591	 	9,591	 	
Total current assets	 	296,073	 	246,375	 	
Non-current assets	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	104,521	 	106,085	 	
Goodwill	 	857,670	 	857,913	 	
Other intangible assets, net	 	404,132	 	436,785	 	
Other receivables, non-current	 	7,808	 	9,184	 	
Other assets, non-current	 	36,915	 	50,943	 	
Total non-current assets	 	1,411,046	 	1,460,910	 	
Total assets	 	$	1,707,119	 	$	1,707,285	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
Current liabilities	 	 	 	 	 	
Settlement liabilities	 	$	141,211	 	$	119,157	 	
Accounts payable and accrued expenses	 	116,695	 	104,668	 	
Current portion of long-term debt	 	10,000	 	10,000	 	
Total current liabilities	 	267,906	 	233,825	 	
Non-current liabilities	 	 	 	 	 	
Deferred tax liability, non-current	 	49,808	 	57,333	 	
Long-term debt, less current portion	 	1,157,506	 	1,178,787	 	
Other accrued expenses and liabilities	 	4,927	 	5,867	 	
Total non-current liabilities	 	1,212,241	 	1,241,987	 	
Total liabilities	 	1,480,147	 	1,475,812	 	
 	 	 	 	 	 	
Commitments and Contingencies (Note 13)	 	 	 	 	 	
 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	
Common stock, $0.001 par value, 500,000 shares authorized and 90,743 and 90,405 shares issued at June 30, 2015 and December 31, 2014, respectively	 	91	 	90	 	
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at June 30, 2015 and December 31, 2014, respectively	 	—	 	—	 	
Additional paid-in capital	 	253,555	 	245,682	 	
Retained earnings	 	147,879	 	160,152	 	
Accumulated other comprehensive income	 	1,507	 	1,569	 	
Treasury stock, at cost, 24,821 and 24,816 shares at June 30, 2015 and December 31, 2014, respectively	 	(176,060	)	(176,020	)	
Total stockholders’ equity	 	226,972	 	231,473	 	
Total liabilities and stockholders’ equity	 	$	1,707,119	 	$	1,707,285	 	
 
See notes to unaudited condensed consolidated financial statements.
 
28 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)

 	 	Six Months Ended June 30,	 	
 	 	2015	 	2014	 	
Cash flows from operating activities	 	 	 	 	 	
Net (loss) income	 	$	(12,272	)	$	12,213	 	
Adjustments to reconcile net (loss) income to cash provided by operating activities:	 	 	 	 	 	
Depreciation and Amortization	 	62,521	 	8,969	 	
Amortization of financing costs	 	3,730	 	942	 	
Loss/(gain) on sale or disposal of assets	 	374	 	(21	)	
Accretion of contract rights	 	4,092	 	—	 	
Provision for bad debts	 	4,370	 	4,229	 	
Loss on early extinguishment of debt	 	12,977	 	—	 	
Stock-based compensation	 	3,954	 	5,409	 	
Other non-cash items	 	(20	)	—	 	
Changes in operating assets and liabilities:	 	 	 	 	 	
Trade and other receivables	 	(75	)	(3,772	)	
Settlement receivables	 	19,544	 	13,257	 	
Inventory	 	3,761	 	(2,269	)	
Prepaid and other assets	 	(18,396	)	(117	)	
Deferred income taxes	 	(7,525	)	5,611	 	
Settlement liabilities	 	22,240	 	29,553	 	
Accounts payable and accrued expenses	 	27,116	 	1,425	 	
Net cash provided by operating activities	 	126,391	 	75,429	 	
Cash flows from investing activities	 	 	 	 	 	
Acquisitions, net of cash acquired	 	(2,257	)	(11,845	)	
Capital expenditures	 	(29,660	)	(7,493	)	
Proceeds from sale of fixed assets	 	29	 	213	 	
Repayments under development agreements	 	2,392	 	—	 	
Advances under development and placement agreements	 	(1,255	)	—	 	
Changes in restricted cash and cash equivalents	 	60	 	(45	)	
Net cash used in investing activities	 	(30,691	)	(19,170	)	
Cash flows from financing activities	 	 	 	 	 	
Repayments of prior credit facility	 	—	 	(7,000	)	
Repayments of credit facility	 	(5,000	)	—	 	
Repayments of secured notes	 	(350,000	)	—	 	
Proceeds from issuance of secured notes	 	335,000	 	—	 	
Debt issuance costs	 	(1,154	)	—	 	
Proceeds from exercise of stock options	 	1,673	 	4,613	 	
Purchase of treasury stock	 	(40	)	(6,604	)	
Net cash used in financing activities	 	(19,521	)	(8,991	)	
Effect of exchange rates on cash	 	(257	)	476	 	
Cash and cash equivalents	 	 	 	 	 	
Net increase for the period	 	75,922	 	47,744	 	
Balance, beginning of the period	 	89,095	 	114,254	 	
Balance, end of the period	 	$	165,017	 	$	161,998	 	
Supplemental cash disclosures	 	 	 	 	 	
Cash paid for interest	 	$	25,107	 	$	3,504	 	
Cash (refunded) paid for income tax, net	 	$	(6,184	)	$	508	 	
 	 	 	 	 	 	
Supplemental non-cash disclosures	 	 	 	 	 	
Accrued and unpaid capital expenditures	 	$	5,091	 	$	1,253	 	
Accrued and unpaid contingent liability for NEWave acquisition	 	$	—	 	$	2,463	 	
Issuance of warrants	 	$	2,246	 	$	—	 	
 
See notes to unaudited condensed consolidated financial statements.
 
29 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.               BUSINESS
 
Overview
 
Global Cash Access Holdings, Inc. (“Holdings”) is a holding company, the assets of which are the issued and outstanding capital stock of each of Global Cash Access, Inc. (“GCA”) and Multimedia Games Holding Company, Inc. (“Multimedia”). Unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to Holdings together with its consolidated subsidiaries.
 
GCA is dedicated to providing video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions and compliance and efficiency software. The Company’s Games business provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award winning TournEvent® slot tournament solution; and (b) the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point of sale (“POS”) debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and (e) online payment processing solutions for gaming operators in states that offer intrastate, Internet-based gaming and lottery activities.
 
2.               BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
Our unaudited condensed consolidated 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 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 presentation of results for the interim periods have been made. The results for the three and six months ended June 30, 2015 are not necessarily indicative of results to be expected for the full fiscal year.  The condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
 
There have been no changes to our basis of presentation and significant accounting policies since the most recent filing of our Annual Report on Form 10-K, except for the following:
 
Cost of Revenues (exclusive of depreciation and amortization)
 
The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to perform revenue generating transactions. The principal costs included within cost of revenues (exclusive of depreciation and amortization) are field service and network operations personnel, those direct costs related to the inventory sold for electronic gaming machines (“EGMs”), fully integrated kiosks and system sales, commissions paid to gaming establishments, interchange fees paid to credit and debit card networks and transaction processing fees to our transaction processor.
 
30 

 
Research and Development Costs
 
We conduct research and development activities primarily to develop and enhance our Games and Payments platforms, as well as game content and features. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based in part on our research and development investments, and we expect to continue to make such investments in the future. These research and development costs consist primarily of salaries and benefits, consulting fees, and game lab testing fees. Once the technological feasibility of a project has been established, it is transferred from research to development, and capitalization of development costs continues until the product is available for general release.
 
Advertising, Marketing and Promotional Costs
 
We expense advertising, marketing and promotional costs as incurred. Total advertising, marketing and promotional costs, included in operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, were $0.5 million and $0.8 million and $0.2 million and $0.4 million for the three and six months ended June 30, 2015 and 2014, respectively.
 
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.
 
In determining fair value, we use a hierarchy that includes three levels which are based on the extent to which inputs used in measuring fair value are observable in the market. Level 1 indicates that the fair value is determined by using quoted prices in active markets for identical investments. Level 2 indicates that the fair value is determined using observable pricing inputs other than quoted prices in active markets such as models or other valuation methodologies. Level 3 indicates that the fair value is determined using pricing inputs that are unobservable for the investment and include situations where there is little, if any, market activity for the investment. Significant management estimates and judgment are used in the determination of the fair value of level 3 pricing inputs.
 
The carrying amount of cash and cash equivalents, settlement receivables, trade receivables, other receivables, settlement liabilities, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these instruments. The fair value of our borrowings are estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity and similar instruments trading in more active markets.
 
The following table presents the fair value and carrying value of our long-term debt as of June 30, 2015 (amounts in thousands):

 	 	Level of	 	 	 	Carrying	 	
 	 	Hierarchy	 	Fair Value	 	Value	 	
Term loan	 	1	 	$	498,713	 	$	495,000	 	
Senior secured notes	 	3	 	$	345,888	 	$	335,000	 	
Senior unsecured notes	 	1	 	$	336,000	 	$	350,000	 	
 
The senior secured notes were fair valued using a Level 3 input by evaluating the trading activities of similar debt instruments as there was no market activity as of June 30, 2015.  The senior unsecured notes were syndicated in April 2015 and transitioned from level 3 to level 1 on the fair value hierarchy as of June 30, 2015.
 
At December 31, 2014, the fair value of our long-term debt was considered to approximate the carrying amount as our acquisition of Multimedia occurred on December 19, 2014, for which our long-term debt was incurred.
 
Business Segments
 
During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. As a result, information that our chief operating decision-making group regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments described in “Note 18.  Segment Information”. We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance beginning in 2015. This change had no impact on our condensed consolidated financial statements.
 
31 

 
Recent Accounting Guidance
 
Recent Accounting Guidance Not Yet Adopted
 
In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2015-11, which provides guidance on the measurement of inventory value.  The amendments require an entity to measure in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method.  The amendments do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The pronouncement is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, which provides guidance to simplify the presentation of debt issuance costs.  These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The pronouncement is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years, and early adoption is permitted for financial statements that have not been previously issued. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In January 2015, the FASB issued ASU No. 2015-01, which requires that an entity separately classify, present and disclose extraordinary events and transactions. The pronouncement is effective for annual periods ending after December 15, 2015. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within Notes to the Condensed Consolidated Financial Statements.
 
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In May 2014, the FASB issued ASU No. 2014-09, which creates FASB Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”. The guidance replaces industry specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. We are currently evaluating the impact of adopting this guidance on our condensed consolidated financial statements and disclosures included within our Notes to the Condensed Consolidated Financial Statements.
 
3. BUSINESS COMBINATIONS
 
Multimedia Games Holding Company, Inc.
 
On December 19, 2014, Holdings completed its acquisition of Multimedia. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Multimedia, Merger Sub merged with and into Multimedia, with Multimedia continuing as the surviving corporation (the “Merger”). In the Merger, Multimedia became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Multimedia, other than shares held by Holdings, Multimedia, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest (the “Merger Consideration”), together with the consideration paid in connection with the acceleration and full vesting of certain Multimedia equity awards, (collectively, the “Total Merger Consideration”).
 
Multimedia designs, manufactures and supplies gaming machines and systems to commercial and Native American casino operators as well as select lottery operators and commercial bingo facility operators. Multimedia’s revenues are generated from the operation of gaming machines in revenue sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary game themes.
 
The total purchase consideration for Multimedia was as follows (in thousands, except per share amounts):

 	 	Amount	 	
Purchase consideration	 	 	 	
Total purchase price for Multimedia Games common stock (29,948 shares at $36.50 per share)	 	$	1,093,105	 	
Payment in respect to Multimedia Games outstanding equity awards	 	56,284	 	
Total merger consideration	 	1,149,389	 	
Repayments of Multimedia Games debt and other obligations	 	25,065	 	
Less: Multimedia Games outstanding cash at acquisition date	 	(118,299	)	
Total purchase consideration	 	$	1,056,155	 	
 
The Merger was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of which is deductible for tax purposes. The goodwill recognized is attributable primarily to the income potential from Multimedia penetrating into the Class III commercial casino market, the assembled workforce of Multimedia and expected synergies.
 
The estimates and assumptions used include the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Multimedia’s assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as we finalize our fair value analysis. The significant items for which a final fair value has not been determined include, but not limited to: accrued liabilities, the valuation and estimated useful lives of tangible and intangible assets and deferred income taxes. We expect to complete our fair value determinations no later than the fourth quarter of 2015. We do not expect our fair value determinations to materially change; however, there may be differences compared to those amounts originally recorded as we complete our fair value analysis.
 
33 

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

 	 	Amount	 	
Purchase price allocation	 	 	 	
Current assets	 	$	68,548	 	
Property, equipment and leasehold improvements, net	 	87,283	 	
Goodwill	 	669,542	 	
Other intangible assets, net	 	403,300	 	
Other receivables, non-current	 	5,030	 	
Other assets, long-term	 	3,392	 	
Deferred tax asset, non-current	 	22,287	 	
Total assets	 	1,259,382	 	
Current liabilities	 	44,291	 	
Deferred tax liability, non-current	 	158,418	 	
Other accrued expenses and liabilities	 	518	 	
Total liabilities	 	203,227	 	
Net assets acquired	 	$	1,056,155	 	
 
Trade receivables acquired of $24.7 million were considered to be collectible and therefore the carrying amounts were considered to approximate fair value. Inventory acquired of $16.5 million was fair valued based on model-based valuations for which inputs and value drivers were observable.
 
The following table summarizes acquired tangible assets (in thousands):

 	 	Useful Life	 	Estimated	 	
 	 	(years)	 	Fair Value	 	
Property, equipment and leased assets	 	 	 	 	 	
Gaming equipment	 	2	-	4	 	$	78,201	 	
Leasehold and building improvements	 	Lease Term	 	2,105	 	
Machinery and equipment	 	3	-	5	 	4,126	 	
Other	 	2	-	7	 	2,851	 	
Total property, equipment and leased assets	 	 	 	$	87,283	 	
 
The fair value of property, equipment and leased assets was determined using the cost approach as the primary approach for valuing the majority of the personal property. The market approach was used to estimate the value of vehicles. The income approach was used to quantify any economic obsolescence that may be present in the personal property. No economic obsolescence adjustments were made to the personal property, as the business enterprise valuation indicated sufficient cash flows to support the values established through the cost and market approaches.
 
The following table summarizes acquired intangible assets (in thousands):

 	 	Useful Life	 	Estimated	 	
 	 	(years)	 	Fair Value	 	
Other intangible assets	 	 	 	 	 	 	 	
Tradenames and trademarks	 	3	-	7	 	$	14,800	 	
Computer software	 	3	-	5	 	3,755	 	
Developed technology	 	2	-	6	 	139,645	 	
Customer relationships	 	8	-	12	 	231,100	 	
Contract rights	 	1	-	7	 	14,000	 	
Total other intangible assets	 	 	 	 	 	$	403,300	 	
 
The fair values of trade names and trademarks and developed technology were determined by applying the income approach utilizing the relief from royalty methodology. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology. The fair value of contract rights was considered to approximate the carrying amount based on contractual obligations associated with these other intangible assets. The discount rates utilized to estimate the fair value of these other intangible assets ranged from 10.0% to 11.0%.
 
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We expensed approximately $0.4 million and $1.8 million of costs incurred related to the acquisition of Multimedia for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses during the three and six months ended June 30, 2015, respectively. These expenses are included in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income within operating expenses. These costs do not include any costs related to additional site consolidation or rationalization that we might consider in the future.
 
NEWave, Inc .
 
In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc. (“NEWave”) for an aggregate purchase price of approximately $14.9 million, of which we estimated that approximately $2.5 million would be paid in the second quarter of 2015. As of June 30, 2015, a final payment of $2.3 million was remitted. NEWave is a supplier of anti-money laundering compliance, audit and data efficiency software to the gaming industry. The assets acquired, liabilities assumed and goodwill recorded were not material to the financial statements.
 
We have not provided the supplemental pro forma impact of the NEWave acquisition on the revenue and earnings of the combined entity as if the acquisition date had been January 1, 2013, and the amount of revenue and earnings derived from NEWave have not been presented on a supplemental basis as such amounts are not material for the three and six months ended June 30, 2015 and 2014, respectively.
 
4. ATM FUNDING AGREEMENTS
 
Contract Cash Solutions Agreement
 
Our Contract Cash Solutions Agreement with Wells Fargo Bank, N.A. (“Wells Fargo”) allows us to use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a contractually defined cash usage rate. These cash usage fees, reflected as interest expense within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, were $0.5 million and $1.0 million and $0.6 million and $1.2 million for the three and six months ended June 30, 2015 and 2014, respectively. We are exposed to interest rate risk to the extent that the applicable LIBOR increases.
 
Under this agreement, all currency supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable which is recorded on a net basis. As these funds are not our assets, supplied cash is not reflected on the Condensed Consolidated Balance Sheets. The outstanding balances of ATM cash utilized by us from Wells Fargo were $271.8 million and $396.3 million as of June 30, 2015 and December 31, 2014, respectively.
 
In November 2014, we amended the Contract Cash Solutions Agreement to extend the term one year until November 30, 2015.
 
In June 2015, we amended the Contract Cash Solutions Agreement to decrease the maximum amount of cash to be provided to us from $500.0 million to $425.0 million and to extend the term of the agreement from November 30, 2015 to June 30, 2018.
 
We are responsible for any losses of cash in the ATMs under this agreement and we self-insure for this risk. We incurred no material losses related to this self-insurance for the three and six months ended June 30, 2015 and 2014.
 
Site-Funded ATMs
 
We operate ATMs at certain customer gaming establishments where the gaming establishment provides the cash required for the ATM operational needs. We are required to reimburse the customer for the amount of cash dispensed from these Site-Funded ATMs. The Site-Funded ATM liability is included within “Settlement liabilities” in the accompanying Condensed Consolidated Balance Sheets and was $69.4 million and $69.3 million as of June 30, 2015 and December 31, 2014, respectively.
 
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5. TRADE RECEIVABLES
 
Trade receivables represent short-term credit granted to customers for which collateral is generally not required. The balance of trade receivables consists of outstanding balances owed to us by gaming establishments and casino patrons. The balance of trade receivables consisted of the following (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Trade receivables, net	 	 	 	 	 	
Games trade receivables	 	$	32,800	 	$	28,270	 	
Kiosk trade receivables	 	4,723	 	5,247	 	
Warranty and other trade receivables	 	4,311	 	4,180	 	
Total trade receivables, net	 	$	41,834	 	$	37,697	 	
 
The material balance of the allowance for doubtful accounts for trade receivables is from warranty receivables. On a monthly basis, we evaluate the collectability of the outstanding balances and establish a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The outstanding balance of the warranty reserve was $2.9 and $2.8 million as of June 30, 2015 and December 31, 2014, respectively.
 
6. OTHER RECEIVABLES
 
Other receivables include the balance of notes and loans receivable on our games and fully integrated kiosk products, development agreements, which are generated from reimbursable amounts advanced to tribal customers generally used by the customer to build, expand or renovate its facility, and an agreement with Bee Caves Games, Inc. (“Bee Caves Games”) in July 2014, under which the Company agreed to make a loan pursuant to a secured promissory note in the amount of $4.5 million. In association with the promissory note, the Company received warrants to purchase Bee Caves Games common stock, and recorded a discount to the note for the fair value of the warrants received. The warrants are included in the balance of other assets, non-current.  The note, which bears interest at 7%, requires interest only payments for the first 24 months followed by repayments of principal and interest in 48 equal monthly installments.
 
Other receivables also include income taxes receivable and other miscellaneous receivables. The balance of other receivables consisted of the following (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
Other receivables	 	 	 	 	 	
Notes and loans receivable, net of discount of $776 and $853, respectively	 	$	10,984	 	$	13,939	 	
Federal and state income tax receivable	 	7,465	 	15,092	 	
Other	 	731	 	706	 	
Total other receivables	 	19,180	 	29,737	 	
Less: Notes and loans receivable, non-current	 	7,808	 	9,184	 	
Total other receivables, current portion	 	$	11,372	 	$	20,553	 	
 
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7. PREPAID AND OTHER ASSETS
 
Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs and other assets. The short-term portion of these assets is included in prepaid and other assets and the long-term portion is included in other assets, non-current.
 
The balance of prepaid and other assets consisted of the following (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
 	 	 	 	 	 	
Prepaid expenses and other assets	 	 	 	 	 	
Prepaid expenses	 	$	7,755	 	$	7,163	 	
Deposits	 	9,582	 	8,781	 	
Other	 	3,753	 	3,044	 	
Total prepaid expenses and other assets	 	$	21,090	 	$	18,988	 	
 
The balance of other assets, non-current consisted of the following (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
Other assets, non-current	 	 	 	 	 	
Debt issuance costs	 	$	26,592	 	$	41,109	 	
Prepaid expenses and deposits, non-current	 	4,430	 	3,956	 	
Other	 	5,893	 	5,878	 	
Total other assets, non-current	 	$	36,915	 	$	50,943	 	
 
8. INVENTORY
 
We currently maintain separate inventories for our Games and Payments businesses. Our Games inventory primarily consists of component parts, completed player terminals and back office computer equipment. This inventory was stated at the lower of cost or market and accounted for using the first in, first out method during the current reporting period; whereas the inventory that existed at the time of the Merger was stated at fair value. The cost of inventory includes cost of materials, labor, overhead and freight. Our Payments inventory primarily consists of parts as well as finished goods and work-in-progress.  This inventory was stated at the lower of cost or market accounted for using the average cost method.
 
Inventory consisted of the following (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
Inventory	 	 	 	 	 	
Raw materials and component parts, net of reserves of $142 and $22, respectively	 	$	19,387	 	$	21,151	 	
Work in progress	 	1,403	 	803	 	
Finished goods	 	2,663	 	5,209	 	
Total inventory	 	$	23,453	 	$	27,163	 	
 
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9. PROPERTY, EQUIPMENT AND LEASED ASSETS
 
Property, equipment and leased assets consist of the following (in thousands):

 	 	 	 	At June 30, 2015	 	At December 31, 2014	 	
 	 	Useful Life	 	 	 	Accumulated	 	Net Book	 	 	 	Accumulated	 	Net Book	 	
 	 	(Years)	 	Cost	 	Depreciation	 	Value	 	Cost	 	Depreciation	 	Value	 	
Property, equipment and leased assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rental pool - deployed	 	2  	-	4	 	$	78,058	 	$	13,992	 	$	64,066	 	$	70,295	 	$	876	 	$	69,419	 	
Rental pool - undeployed	 	2  	-	4	 	14,831	 	2,699	 	12,132	 	10,562	 	151	 	10,411	 	
ATM equipment	 	 	 	5	 	20,818	 	14,692	 	6,126	 	23,572	 	16,544	 	7,028	 	
Office, computer and other equipment	 	 	 	3	 	16,745	 	10,543	 	6,202	 	15,238	 	8,848	 	6,390	 	
Leasehold and building improvements	 	Lease Term	 	6,142	 	1,456	 	4,686	 	6,289	 	895	 	5,394	 	
Machinery and equipment	 	3  	-	5	 	5,282	 	538	 	4,744	 	3,395	 	34	 	3,361	 	
Cash advance equipment	 	 	 	3	 	6,620	 	2,159	 	4,461	 	3,372	 	1,873	 	1,499	 	
Other	 	2  	-	5	 	2,524	 	420	 	2,104	 	2,772	 	189	 	2,583	 	
Total	 	 	 	$	151,020	 	$	46,499	 	$	104,521	 	$	135,495	 	$	29,410	 	$	106,085	 	
 
Depreciation expense related to other property, equipment and leased assets totaled approximately $10.7 million and $21.1 million and $1.9 million and $3.8 million for the three and six months ended June 30, 2015 and 2014, respectively. Our property, equipment and leased assets were not impaired for the three and six months ended June 30, 2015 and 2014.
 
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 $857.9 million and $857.9 million at June 30, 2015 and December 31, 2014, respectively. Our goodwill was not impaired for the three and six months ended June 30, 2015 and 2014. Additionally, no impairment was identified during our annual impairment testing as of October 1, 2014.
 
In accordance with ASC 350, we test goodwill at the reporting unit level, which in certain cases may be a component of an operating segment, for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
 
The estimate of fair value requires significant judgment. We based our fair value estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain, including estimates of future growth rates and operating margins and assumptions about the overall economic climate and the competitive environment for our reporting units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill and identifiable intangible asset testing as of the time of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, we may be required to record goodwill and/or intangible asset impairment charges in future periods, whether in connection with our next annual impairment testing or earlier, if an indicator of an impairment is present before our next annual evaluation.
 
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Other Intangible Assets
 
Other intangible assets consist of the following (in thousands):

 	 	 	 	At June 30, 2015	 	At December 31, 2014	 	
 	 	Useful Life	 	 	 	Accumulated	 	Net Book	 	 	 	Accumulated	 	Net Book	 	
 	 	(years)	 	Cost	 	Amortization	 	Value	 	Cost	 	Amortization	 	Value	 	
Other intangible assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contract rights under development and placement fee agreements	 	1	-	 	7	 	$	16,387	 	$	4,092	 	$	12,295	 	$	14,000	 	$	301	 	$	13,699	 	
Customer contracts	 	7	-	 	14	 	43,938	 	32,221	 	11,717	 	43,938	 	29,931	 	14,007	 	
Customer relationships	 	8	-	 	12	 	231,100	 	11,240	 	219,860	 	231,100	 	733	 	230,367	 	
Developed technology and software	 	1	-	 	6	 	184,242	 	40,679	 	143,563	 	174,417	 	14,604	 	159,813	 	
Patents, trademarks and other	 	1	-	 	17	 	27,841	 	11,144	 	16,697	 	27,856	 	8,957	 	18,899	 	
Total	 	 	 	 	 	 	$	503,508	 	$	99,376	 	$	404,132	 	$	491,311	 	$	54,526	 	$	436,785	 	
 
Amortization expense related to other intangible assets totaled approximately $20.8 million and $41.4 million and $2.8 million and $5.1 million for the three and six months ended June 30, 2015 and 2014, respectively. We capitalized and placed into service $4.7 million and $5.7 million and $4.5 million and $4.9 million of software development costs for the three and six months ended June 30, 2015 and 2014, respectively.
 
On a quarterly basis, we evaluate our other intangible assets for potential impairment as part of our quarterly review process. No impairment was identified for our other intangible assets during our assessment for the three and six months ended June 30, 2015 and 2014.
 
We enter into development and placement fee agreements to provide financing for new gaming facilities or for the expansion or improvement of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to us, while funding under placement fee agreements is not reimbursed. In return for the fees under these agreements, each facility dedicates a percentage of its floor space, or an agreed upon unit count, for the placement of our EGMs over the term of the agreement, generally 12 to 83 months, and we receive a fixed percentage or flat fee of those machines’ hold per day. Certain of the agreements contain EGM performance standards that could allow the respective facility to reduce a portion of our guaranteed floor space.
 
In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The development agreements typically provide for a portion of the amounts retained by each facility for its share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the facility. In the past we have, and in the future, we may, by mutual agreement, amend these agreements to reduce our floor space at the facilities. Any proceeds received for the reduction of floor space is first applied against the intangible asset for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.
 
On January 15, 2015, Multimedia paid a placement fee of approximately $1.2 million to the Chickasaw Nation to extend the placement of 118 units in one of its location in Oklahoma for an additional term of 60 months.
 
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11.        ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
The following table presents our accounts payable and accrued expenses (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
Accounts payable and accrued expenses	 	 	 	 	 	
Trade accounts payable	 	$	52,169	 	$	48,962	 	
Accrued interest	 	26,698	 	3,387	 	
Payroll and related expenses	 	7,275	 	10,889	 	
Deferred and unearned revenues	 	9,308	 	8,016	 	
Cash access processing and related expenses	 	3,535	 	4,414	 	
Accrued taxes	 	1,999	 	3,195	 	
Other	 	15,711	 	25,805	 	
Total accounts payable and accrued expenses	 	$	116,695	 	$	104,668	 	
 
12. LONG-TERM DEBT
 
The following table summarizes our outstanding indebtedness (in thousands):

 	 	At June 30,	 	At December 31,	 	
 	 	2015	 	2014	 	
Long-term debt	 	 	 	 	 	
Senior secured term loan	 	$	495,000	 	$	500,000	 	
Senior secured notes	 	335,000	 	350,000	 	
Senior unsecured notes	 	350,000	 	350,000	 	
Total debt	 	1,180,000	 	1,200,000	 	
Less: original issue and warrant discount	 	(12,494	)	(11,213	)	
Total debt after discount	 	1,167,506	 	1,188,787	 	
Less: current portion of long-term debt	 	(10,000	)	(10,000	)	
Long-term debt, less current portion	 	$	1,157,506	 	$	1,178,787	 	
 
Credit Facilities
 
In December 2014, we entered into a credit agreement that provided for a $500.0 million six-year senior secured term loan that matures in 2020 (the “Term Loan”) and a $50.0 million five-year revolver that matures in 2019 (the “Revolving Credit Facility”, and together with the Term Loan, the “Credit Facilities”). The fees associated with the Credit Facilities included original issue discounts of approximately $7.5 million and debt issuance costs of approximately $13.9 million.
 
We are required to repay the Term Loan in an amount equal to 0.50% per quarter of the initial aggregate principal with the final principal repayment installment on the maturity date.  Interest is due in arrears each March, June, September and December and at the maturity date; however, interest may be remitted within one to three months of such dates.
 
The Revolving Credit Facility remained undrawn as of June 30, 2015.
 
The interest rate per annum applicable to the Revolving Credit Facility is, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan is also, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our consolidated secured leverage ratio.
 
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Voluntary prepayments of the Term Loan and the Revolving Credit Facility and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the credit agreement governing the Credit Facilities, with prior notice but without premium or penalty, except that certain refinancing transactions of the Term Loan within twelve months after the closing of the Credit Facilities will be subject to a prepayment premium of 1.00% of the principal amount repaid.
 
Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of GCA, Holdings and the subsidiary guarantors (the “Collateral”) including: (a) a perfected first priority pledge of all the capital stock of GCA and each domestic direct, wholly owned material restricted subsidiary held by Holdings, GCA or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, GCA, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Multimedia Games and its material domestic subsidiaries.
 
The Term Loan had an applicable interest rate of 6.25% as of June 30, 2015 and December 31, 2014.
 
We were in compliance with the terms of the Credit Facilities as of June 30, 2015 and December 31, 2014.
 
Senior Secured Notes and Refinance of Senior Secured Notes
 
In December 2014, we issued $350.0 million in aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the “Secured Notes”). The fees associated with the Secured Notes included debt issuance costs of approximately $13.6 million.
 
Interest is due quarterly in arrears each January, April, July and October.
 
The Secured Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement.  Under the terms of the purchase agreement, during a one year period following the closing and upon prior notice from the initial purchasers, the Company was required to use commercially reasonable efforts to aid the initial purchasers in the resale of the Secured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein. Alternatively, GCA had the ability to redeem the Secured Notes from the initial purchasers without penalty.
 
On April 15, 2015, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) among GCA, CPPIB Credit Investments III Inc. (the “Purchaser”), and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”), and issued $335.0 million in aggregate principal amount of its 7.25% Senior Secured Notes due 2021 (the “Refinanced Secured Notes”) in a private offering to the Purchaser. With the proceeds from the issuance of the Refinanced Secured Notes, GCA redeemed, in full, the Company’s then outstanding Secured Notes from the initial purchasers in accordance with the terms of the indenture governing the Secured Notes. In connection with the issuance of the Refinanced Secured Notes during the second quarter of 2015, we expensed $13.0 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the redeemed Senior Secured Notes that were outstanding prior to the refinance transaction.
 
In connection with the issuance of the Refinanced Secured Notes and pursuant to the terms of the Note Purchase Agreement, the Company issued to the Purchaser a warrant to purchase 700,000 shares of Holdings’ common stock, with an exercise price equal to $9.88 per share, representing a 30% premium to the volume-weighted average price of Holdings’ common stock for the ten trading days prior to the issuance of the warrant. The warrant expires on the sixth anniversary of the date of issuance. The number of shares issuable pursuant to the warrant and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, mergers and certain other events. The warrants were valued at $2.2 million using a modified Black-Scholes model and were accounted for as a debt discount.
 
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We were in compliance with the terms of the Secured Notes as of June 30, 2015 and December 31, 2014.
 
Senior Unsecured Notes
 
In December 2014, we issued $350 million in aggregate principal amount of 10.0% Senior Unsecured Notes due 2022 (the “Unsecured Notes”). The fees associated with the Unsecured Notes included original issue discounts of approximately $3.8 million and debt issuance costs of approximately $14.0 million.
 
Interest is due semi-annually in arrears each January and July.
 
The Unsecured Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement.  Under the terms of the purchase agreement, during a one-year period following the closing and upon prior notice from the initial purchasers, the Company was required to use commercially reasonable efforts to aid the initial purchasers in the resale of the Unsecured Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein. The Unsecured Notes were resold by the initial purchasers to third parties in the second quarter of 2015.
 
In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the initial holders of the Unsecured Notes, to file with the SEC, and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes (the “Exchange Notes”) with terms identical to the Unsecured Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below). Under certain circumstances, including if applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, the Company and the guarantors must use their commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Unsecured Notes and to keep that shelf registration statement effective until the first anniversary of the date such shelf registration statement becomes effective, or such shorter period that will terminate when all Unsecured Notes covered by the shelf registration statement have been sold. The obligation to complete the exchange offer and/or file a shelf registration statement will terminate on the second anniversary of the date of the Registration Rights Agreement. If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before December 19, 2015, the annual interest rate borne by the Unsecured Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the shelf registration statement is declared effective, at which time the interest rate will revert to the original interest rate on the date the Unsecured Notes were originally issued.
 
We were in compliance with the terms of the Unsecured Notes as of June 30, 2015 and December 31, 2014.
 
13.        COMMITMENTS AND CONTINGENCIES
 
Multimedia Shareholder Litigation
 
In connection with the Merger, certain actions were filed by putative shareholders of Multimedia in the United States District Court for the Western District of Texas (the “Texas Federal Action”) and the District Court of Travis County, Texas (the “Texas State Court Action”). In both the Texas Federal Action and the Texas State Court Action, plaintiffs alleged that Multimedia’s directors breached their fiduciary duties to Multimedia and/or its shareholders because, among other things, the Merger allegedly involved an unfair price, an inadequate sales process, self-dealing and unreasonable deal protection devices. The complaints further alleged that Holdings and its formerly wholly owned merger subsidiary, Merger Sub, aided and abetted those purported breaches of fiduciary duty.
 
On November 20, 2014, the defendants in the Texas Federal Action reached an agreement in principle with the plaintiffs in the Texas Federal Action regarding settlement of all claims asserted on behalf of the alleged class of Multimedia shareholders and on behalf of Multimedia, and that agreement is reflected in a memorandum of understanding. In connection with the settlement contemplated by the memorandum of understanding, Multimedia agreed to make certain additional disclosures in its proxy statement related to the Merger, which disclosure Multimedia made in a Current Report on Form 8-K filed on November 21, 2014. In addition, the defendants in the Texas Federal Action agreed not to oppose an application by plaintiffs in the Texas Federal Action for an attorneys’ fee award from the United States District Court for the Western District of Texas (the “District Court”) of up to $310,000. As contemplated in the memorandum of understanding, the parties entered into a Stipulation of Non-Opt Out Class and Derivative Settlement (the “Stipulation”) as of April 7, 2015, which was filed with the District Court on April 16, 2015. The Stipulation is subject to customary conditions, including District Court approval.
 
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On April 16, 2015, Plaintiffs filed an unopposed motion for preliminary approval of the Stipulation. On April 22, 2015, the District Court entered an order preliminarily approving the Stipulation, providing for notice of the settlement to be provided to certain Multimedia shareholders and scheduling a hearing for final approval of the Stipulation on August 7, 2015. On July 10, 2015, Plaintiffs filed an unopposed motion for final approval of the Stipulation.  The deadline for class members to file objections to the Stipulation passed on July 17, 2015.  As of August 3, 2015, no such objections had been filed. There can be no assurance that the District Court will finally approve the Stipulation. In such event, the settlement as reflected in the Stipulation may be terminated.
 
The Texas State Court Action remains pending as of August 3, 2015, the date these condensed consolidated financial statements were issued. All of the defendants have filed answers containing general denials in that action. The Stipulation preliminarily approved in the Texas Federal Action includes a release of the claims asserted in the Texas State Court Action.
 
Alabama Litigation
 
The Company is currently involved in one lawsuit and recently resolved another, as further described below, related to Multimedia’s former charity bingo operations in the State of Alabama, neither of which it believes is material from a damages perspective. The active lawsuit is currently pending in federal court and the resolved lawsuit was pending in federal court, and both include claims related to the alleged illegality of electronic charity bingo in the State of Alabama.
 
Dollie Williams, et al., v. Macon County Greyhound Park, Inc., et al., a civil action, was filed on March 8, 2010, in the United States District Court for the Middle District of Alabama, Eastern Division, against Multimedia and others. The plaintiffs, who claim to have been patrons of VictoryLand, allege that Multimedia participated in gambling operations that violated Alabama state law by supplying to VictoryLand purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs have requested that the court certify the action as a class action. On March 29, 2013, the court entered an order granting the plaintiffs’ motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the Eleventh Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On June 18, 2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal. Following briefing and oral argument, on April 2, 2014, the Eleventh Circuit Court of Appeals entered an order reversing the district court’s ruling on class certification and remanding the case to the district court. The parties reached a settlement that became final upon approval of the bankruptcy court overseeing the bankruptcy of one of the plaintiffs. The lawsuit was dismissed with prejudice by court order dated June 10, 2015.
 
Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Multimedia and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that Multimedia participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs’ motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome.
 
43 

 
Gain Contingency Settlement
 
In January 2014, we filed a complaint against certain third party defendants alleging conspiracy in restraint of competition regarding interchange fees, monopolization by defendants in the relevant market, and attempted monopolization of the defendants in the relevant market. We demanded a trial by jury of all issues so triable. The defendants filed a motion to dismiss on March 13, 2014. A settlement agreement was made as of January 16, 2015 and on January 22, 2015 the settlement agreement was executed and delivered for which we received $14.4 million in cash and recorded the settlement proceeds in the first quarter of 2015. This settlement is included as a reduction of operating expenses in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the six months ended June 30, 2015.
 
We are also subject to other claims and suits that arise from time to time in the ordinary course of business. We do not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our financial position, liquidity or results of operations.
 
14.        SHAREHOLDERS’ EQUITY
 
Preferred Stock. Our amended and restated certificate of incorporation, as amended, allows our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges and relative participating, optional, or special rights as well as the qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. As of June 30, 2015 and December 31, 2014, we had no shares outstanding of preferred stock.
 
Common Stock. Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of June 30, 2015 and December 31, 2014, we had 90,743,001 and 90,405,450 shares of common stock issued, respectively.
 
Treasury Stock. Employees may direct us to withhold vested shares of restricted stock to satisfy the minimum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards 2,599 and 5,444, and 11,963 and 43,129 shares of common stock, at an aggregate purchase price of $20,167 and $39,910, and $0.1 million and $0.4 million, for the three and six months ended June 30, 2015 and 2014, respectively, to satisfy the minimum applicable tax withholding obligations related to the vesting of such restricted stock awards.
 
44 

 
15.        WEIGHTED AVERAGE COMMON SHARES
 
The weighted average number of common shares outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):

 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	 	
 	 	2015	 	2014	 	2015	 	2014	 	
Weighted average shares	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding - basic	 	65,844	 	65,970	 	65,734	 	65,940	 	
Potential dilution from equity grants(1)	 	—	 	1,117	 	—	 	1,266	 	
Weighted average number of common shares outstanding - diluted	 	65,844	 	67,087	 	65,734	 	67,206	 	

(1)	The Company was in a net loss position for the three and six months ended June 30, 2015, and therefore, no potential dilution from the application of the treasury stock method was applicable. The potential dilution excludes the weighted average effect of equity awards to acquire 7.5 million and 6.5 million of our common stock for the three and six months ended June 30, 2014 as the application of the treasury stock method, as required, makes them anti-dilutive.	
 
16.        SHARE-BASED COMPENSATION
 
Equity Incentive Awards
 
Our 2014 Equity Incentive Plan (the “2014 Plan”) is used to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and to promote the success of our business.  The 2014 Plan superseded the then current 2005 Stock Incentive Plan (the “2005 Plan”). The 2014 Plan is administered by our Compensation Committee of our Board of Directors, which has the authority to select individuals who are to receive options or other equity incentive awards and to specify the terms and conditions of grants of options or other equity incentive awards, the vesting provisions, the term and the exercise price.
 
Generally, we grant the following award types: (a) time-based options, (b) cliff-vesting time-based options, (c) market-based options and (d) restricted stock.   These awards have varying vesting provisions and expiration periods. For the three and six months ended June 30, 2015, we granted time-based options and market-based options.
 
Our time-based stock options granted under the 2014 Plan vest at a rate of 25% per year on each of the first four yearly anniversaries of the option grant dates. These options expire after a ten-year period.
 
Our market-based stock options granted under the 2014 Plan vest if our average stock price in any period of 30 consecutive trading days meets certain target prices during a four-year period that commenced on the date of grant for these options.  If these target prices are not met during such four-year period, the unvested shares underlying the options will terminate, however, upon the Participant’s termination of Service if the Participant’s Service is terminated by the Participating Company without Cause within ten days prior to, or within eighteen (18) months after, the date a Change in Control is consummated, the unvested options granted would become fully vested.  These options expire after a seven-year period.
 
A summary of award activity is as follows (in thousands):

 	 	Stock Options	 	Restricted Stock	 	
 	 	Granted	 	Granted	 	
Outstanding, December 31, 2014	 	13,626	 	440	 	
Additional authorized shares	 	—	 	—	 	
Granted	 	6,097	 	—	 	
Exercised options or vested shares	 	(315	)	(22	)	
Canceled or forfeited	 	(1,694	)	(1	)	
Outstanding, June 30, 2015	 	17,714	 	417	 	
 
The maximum number of shares available for future equity awards under the 2014 Plan is approximately 6.6 million shares of our common stock; and there are no shares available for future equity awards under the 2005 Plan.
 
45 

 
Stock Options
 
The fair value of time-based options was determined as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 	 	Six months ended	 	
 	 	June 30,	 	
 	 	2015	 	2014	 	
Risk-free interest rate	 	1	%	1	%	
Expected life of options (in years)	 	4	 	4	 	
Expected volatility	 	43	%	54	%	
Expected dividend yield	 	0	%	0	%	
 
The fair value of market-based options was determined as of the date of grant using a lattice-based option valuation model. For the market-based options issued in the second quarter 2015, the assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 47%; and (d) no expected dividend yield.
 
The following tables present the options activity:

 	 	 	 	 	 	Weighted	 	 	 	
 	 	Number of	 	Weighted Average	 	Average Life	 	Aggregate	 	
 	 	Common Shares	 	Exercise Price	 	Remaining	 	Intrinsic Value	 	
 	 	(in thousands)	 	(per share)	 	(years)	 	(in thousands)	 	
Outstanding, December 31, 2014	 	13,626	 	$	7.64	 	6.5	 	$	9,148	 	
Granted	 	6,097	 	7.74	 	 	 	 	 	
Exercised	 	(315	)	5.39	 	 	 	 	 	
Canceled or forfeited	 	(1,694	)	10.13	 	 	 	 	 	
Outstanding, June 30, 2015	 	17,714	 	$	7.48	 	7.0	 	$	12,446	 	
Vested and expected to vest, June 30, 2015	 	14,717	 	$	7.43	 	6.8	 	$	11,780	 	
Exercisable, June 30, 2015	 	6,651	 	$	7.30	 	4.4	 	$	8,785	 	
 
There were $6.1 million options granted for the three and six months ended June 30, 2015. There were 3.0 million and 5.0 million options granted for the three and six months ended June 30, 2014, respectively. The weighted average grant date fair value per share of the options granted was $2.49 for the three and six months ended June 30, 2015. The weighted average grant date fair value per share of the options granted was $2.86 and $3.27 for the three and six months ended June 30, 2014, respectively. The total intrinsic value of options exercised was $0.3 million and $0.8 million and $0.7 million and $2.4 million for the three and six months ended June 30, 2015 and 2014, respectively.
 
There was $21.8 million in unrecognized compensation expense related to options expected to vest as of June 30, 2015. This cost was expected to be recognized on a straight-line basis over a weighted average period of 3.0 years. We received $1.7 million in proceeds from the exercise of options and recorded $3.5 million in non-cash compensation expense related to options granted that were expected to vest for the six months ended June 30, 2015.
 
There was $15.6 million in unrecognized compensation expense related to options expected to vest as of June 30, 2014.  This cost was expected to be recognized on a straight-line basis over a weighted average period of 2.9 years. We recorded $4.6 million in non-cash compensation expense related to options granted that were expected to vest as of June 30, 2014. We received $4.6 million in cash from the exercise of options for the six months ended June 30, 2014.
 
46 

 
Restricted Stock
 
The following is a summary of non-vested share awards for our time-based restricted shares:

 	 	 	 	Weighted	 	
 	 	Shares	 	Average Grant	 	
 	 	Outstanding	 	Date Fair Value	 	
 	 	(in thousands)	 	(per share)	 	
Outstanding, December 31, 2014	 	440	 	$	7.11	 	
Granted	 	—	 	—	 	
Vested	 	(22	)	7.09	 	
Forfeited	 	(1	)	7.09	 	
Outstanding, June 30, 2015	 	417	 	$	7.11	 	
 
There were no shares of restricted stock granted for the three and six months ended June 30, 2015 and 2014.  The total fair value of restricted stock vested was $0.1 million and $0.2 million and $0.4 million and $1.4 million for the three and six months ended June 30, 2015 and 2014, respectively.
 
There was $2.5 million in unrecognized compensation expense related to shares of time based restricted shares expected to vest as of June 30, 2015. This cost is expected to be recognized on a straight-line basis over a weighted average period of 2.8 years. There were 21,700 shares of restricted stock that vested and we recorded $0.4 million in non-cash compensation expense related to the restricted stock granted that was expected to vest during the six months ended June 30, 2015.
 
There was $1.4 million in unrecognized compensation expense related to shares of time-based restricted shares expected to vest as of June 30, 2014. This cost was expected to be recognized on a straight-line basis over a weighted average period of 2.6 years. There were 0.2 million shares of time-based restricted shares vested and we recorded $0.8 million in non-cash compensation expense related to the restricted stock granted that was expected to vest for the six months ended June 30, 2014.
 
17.        INCOME TAXES
 
The provision for income tax reflected an effective income tax rate benefit of 41.0% and 35.8% for the three and six months ended June 30, 2015, respectively, which was higher than the statutory federal rate of 35.0% primarily due to state taxes and the lower foreign tax rate applicable to our foreign source income, partially offset by non-statutory stock options that expired in 2015. The provision for income tax reflected an effective income tax rate expense of 37.3% and 35.7% for the same periods in the prior year, which was higher than the statutory federal rate of 35.0% primarily due to state taxes, an increase in our valuation allowance for certain foreign losses and non-cash compensation expenses related to stock options, partially offset by a lower foreign tax rate applicable to our foreign source income.
 
We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. As part of the Merger, the Company recorded $0.7 million of unrecognized tax benefits as of December 31, 2014, which is consistent with the balance as of June 30, 2015. Other than the unrecognized tax benefit related to the Merger, we believe that our income tax filing positions and deductions will be sustained upon audit and we do not anticipate any adjustments that will result in a material change to our financial position. We may from time to time be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. Our policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense.
 
18.        SEGMENT INFORMATION
 
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group consists of the Chief Executive Officer and the Chief Financial Officer. The operating segments are reviewed separately because each represents products and services that can be sold separately to our customers.
 
47 

 
Since the most recent filing of our Annual Report on Form 10-K, and in connection with the Merger, our chief operating decision-making group has determined the following to be the operating segments for which we conduct business: (a) Games, and (b) Payments. Each of these segments is monitored by our management for performance against its internal forecast and is consistent with our internal management reporting. Our chief operating decision-making group manages the business, allocates resources and measures profitability based on the Games and Payments operating segments.
 
The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.
 
The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.
 
Corporate overhead and depreciation and amortization expenses were allocated to the segments either through specific identification or based on a reasonable methodology.
 
Our business is predominantly domestic, with no specific regional concentrations and no significant assets in foreign locations.
 
The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies.
 
The following tables present segment information (in thousands):

 	 	For the Three Months
Ended June 30,	 	For the Six Months Ended
June 30,	 	
 	 	2015	 	2014	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	
Revenues	 	 	 	 	 	 	 	 	 	
Games	 	$	54,868	 	$	—	 	$	109,913	 	$	—	 	
Payments	 	151,496	 	144,946	 	303,924	 	295,517	 	
Total revenues	 	$	206,364	 	$	144,946	 	$	413,837	 	$	295,517	 	
 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	 	 	 	 	 	 	 	
Games	 	$	4,199	 	$	—	 	$	4,813	 	$	—	 	
Payments	 	12,137	 	9,622	 	39,664	 	22,635	 	
Total operating income	 	$	16,336	 	$	9,622	 	$	44,477	 	$	22,635	 	

 	 	At	 	
 	 	June 30, 2015	 	December 31, 2014	 	
Total assets	 	 	 	 	 	
Games	 	$	1,229,054	 	$	1,242,822	 	
Payments	 	478,065	 	464,463	 	
Total assets	 	$	1,707,119	 	$	1,707,285	 	
 
Major customers. For the three and six months ended June 30, 2015 and 2014, no single customer accounted for more than 10% of our revenues. Our five largest customers accounted for approximately 28% and 30% of our total revenue for both the three and six months ended June 30, 2015 and 2014, respectively.
 
48 

 
19.        SUBSEQUENT EVENTS
 
As of August 5, 2015, we had not identified, and were not aware of, any subsequent events for the three and six months ended June 30, 2015.
 
20.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
We conduct substantially all of our business through our U.S. and foreign subsidiaries.  Everi Payments Inc.’s (formerly known as Global Cash Access, Inc.) (“Subsidiary Issuer”) obligations under the Unsecured Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Parent”) and substantially all of our 100%-owned U.S. subsidiaries other than Subsidiary Issuer (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors” and each a “Guarantor” ).  The guarantees of our Unsecured Notes will be released under the following customary circumstances: (i) the sale or disposition of all or substantially all of the assets of the Guarantor (by way of merger, consolidation, or otherwise) to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary; (ii) the sale or disposition of sufficient capital stock of the Guarantor to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary and the Guarantor ceases to be a restricted subsidiary of Subsidiary Issuer as a result of the sale or other disposition; (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture; or (iv) the legal or covenant defeasance of the Unsecured Notes or the satisfaction and discharge of the Indenture.
 
Presented below is condensed consolidating financial information for (a) Parent, (b) Subsidiary Issuer, (c) the Guarantor Subsidiaries and (d) our U.S. subsidiaries that are not Guarantor Subsidiaries and our foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of June 30, 2015 and for the three- and six-month periods ended June 30, 2015 and 2014. The condensed consolidating financial information has been presented to show the nature of assets held and the results of operations and cash flows of Parent, Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming that the guarantee structure of the Unsecured Notes had been in effect at the beginning of the periods presented.
 
49 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Three Months Ended June 30, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	139,818	 	$	62,440	 	$	4,256	 	$	(150	)	$	206,364	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	110,659	 	14,375	 	2,188	 	—	 	127,222	 	
Operating expenses	 	—	 	18,809	 	7,736	 	452	 	(150	)	26,847	 	
Research and development	 	—	 	—	 	4,470	 	—	 	—	 	4,470	 	
Depreciation	 	—	 	1,787	 	8,880	 	50	 	—	 	10,717	 	
Amortization	 	—	 	2,193	 	17,964	 	615	 	—	 	20,772	 	
Total costs and expenses	 	—	 	133,448	 	53,425	 	3,305	 	(150	)	190,028	 	
Operating income	 	—	 	6,370	 	9,015	 	951	 	—	 	16,336	 	
Other expense (income)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	1,834	 	23,036	 	88	 	—	 	24,958	 	
Equity in loss (income) of subsidiaries	 	12,741	 	(3,665	)	—	 	—	 	(9,076	)	—	 	
Loss on extinguishment of debt	 	—	 	12,977	 	—	 	—	 	—	 	12,977	 	
Total other expense (income)	 	12,741	 	11,146	 	23,036	 	88	 	(9,076	)	37,935	 	
(Loss) income from operations before tax	 	(12,741	)	(4,776	)	(14,021	)	863	 	9,076	 	(21,599	)	
Income tax (benefit) expense	 	—	 	(3,684	)	(5,502	)	328	 	—	 	(8,858	)	
Net (loss) income	 	(12,741	)	(1,092	)	(8,519	)	535	 	9,076	 	(12,741	)	
Foreign currency translation	 	811	 	—	 	—	 	811	 	(811	)	811	 	
Comprehensive (loss) income	 	$	(11,930	)	$	(1,092	)	$	(8,519	)	$	1,346	 	$	8,265	 	$	(11,930	)	
 
50 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Three Months Ended June 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	134,198	 	$	7,044	 	$	3,898	 	$	(194	)	$	144,946	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	104,918	 	2,243	 	2,214	 	—	 	109,375	 	
Operating expenses	 	—	 	20,000	 	778	 	677	 	(194	)	21,261	 	
Depreciation	 	—	 	1,870	 	1	 	48	 	—	 	1,919	 	
Amortization	 	—	 	2,644	 	—	 	125	 	—	 	2,769	 	
Total costs and expenses	 	—	 	129,432	 	3,022	 	3,064	 	(194	)	135,324	 	
Operating income	 	—	 	4,766	 	4,022	 	834	 	—	 	9,622	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	1,990	 	—	 	93	 	—	 	2,083	 	
Equity in income of subsidiaries	 	(4,724	)	(3,343	)	—	 	—	 	8,067	 	—	 	
Total other (income) expense	 	(4,724	)	(1,353	)	—	 	93	 	8,067	 	2,083	 	
Income from operations before tax	 	4,724	 	6,119	 	4,022	 	741	 	(8,067	)	7,539	 	
Income tax expense	 	—	 	1,187	 	1,413	 	215	 	—	 	2,815	 	
Net income	 	4,724	 	4,932	 	2,609	 	526	 	(8,067	)	4,724	 	
Foreign currency translation	 	381	 	—	 	—	 	381	 	(381	)	381	 	
Comprehensive income	 	$	5,105	 	$	4,932	 	$	2,609	 	$	907	 	$	(8,448	)	$	5,105	 	
 
51 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Six Months Ended June 30, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	281,228	 	$	124,809	 	$	8,086	 	$	(286	)	$	413,837	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	221,248	 	28,746	 	4,251	 	—	 	254,245	 	
Operating expenses	 	—	 	23,000	 	19,095	 	879	 	(286	)	42,688	 	
Research and development	 	—	 	—	 	9,906	 	—	 	—	 	9,906	 	
Depreciation	 	—	 	3,561	 	17,422	 	111	 	—	 	21,094	 	
Amortization	 	—	 	4,408	 	35,735	 	1,284	 	—	 	41,427	 	
Total costs and expenses	 	—	 	252,217	 	110,904	 	6,525	 	(286	)	369,360	 	
Operating income	 	—	 	29,011	 	13,905	 	1,561	 	—	 	44,477	 	
Other expense (income)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	4,612	 	45,823	 	178	 	—	 	50,613	 	
Equity in loss (income) of subsidiaries	 	12,272	 	(6,712	)	—	 	—	 	(5,560	)	—	 	
Loss on extinguishment of debt	 	—	 	12,977	 	—	 	—	 	—	 	12,977	 	
Total other expense (income)	 	12,272	 	10,877	 	45,823	 	178	 	(5,560	)	63,590	 	
(Loss) income from operations before tax	 	(12,272	)	18,134	 	(31,918	)	1,383	 	5,560	 	(19,113	)	
Income tax expense (benefit)	 	—	 	5,022	 	(12,444	)	581	 	—	 	(6,841	)	
Net (loss) income	 	(12,272	)	13,112	 	(19,474	)	802	 	5,560	 	(12,272	)	
Foreign currency translation	 	(62	)	—	 	—	 	(62	)	62	 	(62	)	
Comprehensive (loss) income	 	$	(12,334	)	$	13,112	 	$	(19,474	)	$	740	 	$	5,622	 	$	(12,334	)	
 
52 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands)

 	 	Six Months Ended June 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues	 	$	—	 	$	274,519	 	$	13,910	 	$	7,451	 	$	(363	)	$	295,517	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	—	 	216,257	 	4,286	 	2,071	 	—	 	222,614	 	
Operating expenses	 	—	 	38,746	 	1,597	 	1,319	 	(363	)	41,299	 	
Depreciation	 	—	 	3,753	 	2	 	91	 	—	 	3,846	 	
Amortization	 	—	 	4,874	 	—	 	249	 	—	 	5,123	 	
Total costs and expenses	 	—	 	263,630	 	5,885	 	3,730	 	(363	)	272,882	 	
Operating income	 	—	 	10,889	 	8,025	 	3,721	 	—	 	22,635	 	
Other (income) expense	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	—	 	4,024	 	—	 	(395	)	—	 	3,629	 	
Equity in income of subsidiaries	 	(12,213	)	(8,425	)	—	 	—	 	20,638	 	—	 	
Total other (income) expense	 	(12,213	)	(4,401	)	—	 	(395	)	20,638	 	3,629	 	
Income from operations before tax	 	12,213	 	15,290	 	8,025	 	4,116	 	(20,638	)	19,006	 	
Income tax expense	 	—	 	2,869	 	2,814	 	1,110	 	—	 	6,793	 	
Net income	 	12,213	 	12,421	 	5,211	 	3,006	 	(20,638	)	12,213	 	
Foreign currency translation	 	382	 	—	 	—	 	382	 	(382	)	382	 	
Comprehensive income	 	$	12,595	 	$	12,421	 	$	5,211	 	$	3,388	 	$	(21,020	)	$	12,595	 	
 
53 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At June 30, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	136,790	 	$	16,523	 	$	11,704	 	$	—	 	$	165,017	 	
Settlement receivables	 	—	 	19,721	 	—	 	3,995	 	—	 	23,716	 	
Trade receivables, net	 	—	 	5,989	 	35,845	 	—	 	—	 	41,834	 	
Other receivables	 	—	 	3,183	 	23,736	 	145	 	(15,692	)	11,372	 	
Inventory	 	—	 	10,075	 	13,378	 	—	 	—	 	23,453	 	
Prepaid expenses and other assets	 	—	 	7,752	 	3,789	 	9,549	 	—	 	21,090	 	
Deferred tax asset	 	—	 	2,743	 	6,848	 	—	 	—	 	9,591	 	
Intercompany balances	 	—	 	39,338	 	160,054	 	1,539	 	(200,931	)	—	 	
Total current assets	 	—	 	225,591	 	260,173	 	26,932	 	(216,623	)	296,073	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property, equipment and leasehold improvements, net	 	—	 	19,467	 	84,649	 	405	 	—	 	104,521	 	
Goodwill	 	—	 	148,076	 	708,923	 	671	 	—	 	857,670	 	
Other intangible assets, net	 	—	 	22,589	 	373,600	 	7,943	 	—	 	404,132	 	
Other receivables, non-current	 	—	 	3,994	 	3,814	 	—	 	—	 	7,808	 	
Investment in subsidiaries	 	226,972	 	153,927	 	—	 	85	 	(380,984	)	—	 	
Deferred tax asset, non-current	 	—	 	85,754	 	22,467	 	—	 	(108,221	)	—	 	
Other assets, non-current	 	—	 	32,453	 	3,923	 	539	 	—	 	36,915	 	
Intercompany balances	 	—	 	1,133,561	 	—	 	—	 	(1,133,561	)	—	 	
Total non-current assets	 	226,972	 	1,599,821	 	1,197,376	 	9,643	 	(1,622,766	)	1,411,046	 	
Total assets	 	$	226,972	 	$	1,825,412	 	$	1,457,549	 	$	36,575	 	$	(1,839,389	)	$	1,707,119	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Settlement liabilities	 	$	—	 	$	134,604	 	$	231	 	$	6,376	 	$	—	 	$	141,211	 	
Accounts payable and accrued expenses	 	—	 	101,269	 	29,670	 	1,448	 	(15,692	)	116,695	 	
Current portion of long-term debt	 	—	 	10,000	 	—	 	—	 	—	 	10,000	 	
Intercompany balances	 	—	 	161,593	 	30,907	 	8,431	 	(200,931	)	—	 	
Total current liabilities	 	—	 	407,466	 	60,808	 	16,255	 	(216,623	)	267,906	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred tax liability, non-current	 	—	 	1,072	 	156,957	 	—	 	(108,221	)	49,808	 	
Long-term debt, less current portion	 	—	 	1,157,506	 	—	 	—	 	—	 	1,157,506	 	
Other accrued expenses and liabilities	 	—	 	4,487	 	440	 	—	 	—	 	4,927	 	
Intercompany balances	 	—	 	—	 	1,133,561	 	—	 	(1,133,561	)	—	 	
Total non-current liabilities	 	—	 	1,163,065	 	1,290,958	 	—	 	(1,241,782	)	1,212,241	 	
Total liabilities	 	—	 	1,570,531	 	1,351,766	 	16,255	 	(1,458,405	)	1,480,147	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock	 	91	 	—	 	—	 	—	 	—	 	91	 	
Convertible preferred stock	 	—	 	—	 	—	 	—	 	—	 	—	 	
Additional paid-in capital	 	253,555	 	91,843	 	2,792	 	21,107	 	(115,742	)	253,555	 	
Retained earnings (deficit)	 	147,879	 	161,531	 	102,991	 	(205	)	(264,317	)	147,879	 	
Accumulated other comprehensive income (loss)	 	1,507	 	1,507	 	—	 	(582	)	(925	)	1,507	 	
Treasury stock, at cost	 	(176,060	)	—	 	—	 	—	 	—	 	(176,060	)	
Total stockholders’ equity	 	226,972	 	254,881	 	105,783	 	20,320	 	(380,984	)	226,972	 	
Total liabilities and stockholders’ equity	 	$	226,972	 	$	1,825,412	 	$	1,457,549	 	$	36,575	 	$	(1,839,389	)	$	1,707,119	 	
 
54 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Six Months Ended June 30, 2015	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(12,272	)	$	13,112	 	$	(19,474	)	$	802	 	$	5,560	 	$	(12,272	)	
Adjustments to reconcile net (loss) income to cash provided by (used in)operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	7,969	 	53,157	 	1,395	 	—	 	62,521	 	
Amortization of financing costs	 	—	 	3,730	 	—	 	—	 	—	 	3,730	 	
(Gain) loss on sale or disposal of assets	 	—	 	(13	)	387	 	—	 	—	 	374	 	
Accretion of contract rights	 	—	 	—	 	4,092	 	—	 	—	 	4,092	 	
Provision for bad debts	 	—	 	—	 	4,370	 	—	 	—	 	4,370	 	
Loss on early extinguishment of debt	 	—	 	12,977	 	—	 	—	 	—	 	12,977	 	
Equity in loss (income) of subsidiaries	 	12,272	 	(6,712	)	—	 	—	 	(5,560	)	—	 	
Stock-based compensation	 	—	 	3,432	 	522	 	—	 	—	 	3,954	 	
Other non-cash items	 	—	 	76	 	(96	)	—	 	—	 	(20	)	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	43,663	 	91	 	(1,970	)	—	 	41,784	 	
Other changes in operating assets and liabilities	 	28	 	15,839	 	(10,159	)	(827	)	—	 	4,881	 	
Net cash provided by (used in) operating activities	 	28	 	94,073	 	32,890	 	(600	)	—	 	126,391	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions, net of cash acquired	 	—	 	(2,257	)	—	 	—	 	—	 	(2,257	)	
Capital expenditures	 	—	 	(5,387	)	(23,993	)	(280	)	—	 	(29,660	)	
Proceeds from sale of fixed assets	 	—	 	29	 	—	 	—	 	—	 	29	 	
Repayments under development agreements	 	—	 	—	 	2,392	 	—	 	—	 	2,392	 	
Advances under development and placement agreements	 	—	 	—	 	(1,255	)	—	 	—	 	(1,255	)	
Changes in restricted cash and cash equivalents	 	—	 	60	 	—	 	—	 	—	 	60	 	
Intercompany investing activities	 	(3,907	)	5,423	 	—	 	(106	)	(1,410	)	—	 	
Net cash used in investing activities	 	(3,907	)	(2,132	)	(22,856	)	(386	)	(1,410	)	(30,691	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of credit facility	 	—	 	(5,000	)	—	 	—	 	—	 	(5,000	)	
Repayments of secured notes	 	—	 	(350,000	)	—	 	—	 	—	 	(350,000	)	
Proceeds from issuance of secured notes	 	—	 	335,000	 	—	 	—	 	—	 	335,000	 	
Debt issuance costs	 	—	 	(1,154	)	—	 	—	 	—	 	(1,154	)	
Issuance of warrants	 	2,246	 	(2,246	)	—	 	—	 	—	 	—	 	
Proceeds from exercise of stock options	 	1,673	 	—	 	—	 	—	 	—	 	1,673	 	
Purchase of treasury stock	 	(40	)	—	 	—	 	—	 	—	 	(40	)	
Intercompany financing activities	 	—	 	106	 	—	 	(1,516	)	1,410	 	—	 	
Net cash provided by (used in) financing activities	 	3,879	 	(23,294	)	—	 	(1,516	)	1,410	 	(19,521	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(257	)	—	 	(257	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) for the period	 	—	 	68,647	 	10,034	 	(2,759	)	—	 	75,922	 	
Balance, beginning of the period	 	—	 	68,143	 	6,489	 	14,463	 	—	 	89,095	 	
Balance, end of the period	 	$	—	 	$	136,790	 	$	16,523	 	$	11,704	 	$	—	 	$	165,017	 	
 
55 

 
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Six Months Ended June 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	12,213	 	$	12,421	 	$	5,211	 	$	3,006	 	$	(20,638	)	$	12,213	 	
Adjustments to reconcile net income to cash (used in) provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	—	 	8,627	 	2	 	340	 	—	 	8,969	 	
Amortization of financing costs	 	—	 	942	 	—	 	—	 	—	 	942	 	
Gain on sale or disposal of assets	 	—	 	(21	)	—	 	—	 	—	 	(21	)	
Provision for bad debts	 	—	 	—	 	4,229	 	—	 	—	 	4,229	 	
Equity in income of subsidiaries	 	(12,213	)	(8,425	)	—	 	—	 	20,638	 	—	 	
Stock-based compensation	 	—	 	5,409	 	—	 	—	 	—	 	5,409	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net settlement receivables and liabilities	 	—	 	41,722	 	192	 	896	 	—	 	42,810	 	
Other changes in operating assets and liabilities	 	(31	)	17,615	 	(9,289	)	(7,417	)	—	 	878	 	
Net cash (used in) provided by operating activities	 	(31	)	78,290	 	345	 	(3,175	)	—	 	75,429	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions, net of cash acquired	 	—	 	(11,845	)	—	 	—	 	—	 	(11,845	)	
Capital expenditures	 	—	 	(6,977	)	(203	)	(313	)	—	 	(7,493	)	
Proceeds from sale of fixed assets	 	—	 	213	 	—	 	—	 	—	 	213	 	
Changes in restricted cash and cash equivalents	 	—	 	(45	)	—	 	—	 	—	 	(45	)	
Intercompany investing activities	 	2,022	 	(11,622	)	—	 	(1,594	)	11,194	 	—	 	
Net cash provided by (used in) investing activities	 	2,022	 	(30,276	)	(203	)	(1,907	)	11,194	 	(19,170	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repayments of prior credit facility	 	—	 	(7,000	)	—	 	—	 	—	 	(7,000	)	
Proceeds from exercise of stock options	 	4,613	 	—	 	—	 	—	 	—	 	4,613	 	
Purchase of treasury stock	 	(6,604	)	—	 	—	 	—	 	—	 	(6,604	)	
Intercompany financing activities	 	—	 	1,188	 	—	 	10,006	 	(11,194	)	—	 	
Net cash (used in) provided by financing activities	 	(1,991	)	(5,812	)	—	 	10,006	 	(11,194	)	(8,991	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	476	 	—	 	476	 	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase for the period	 	—	 	42,202	 	142	 	5,400	 	—	 	47,744	 	
Balance, beginning of the period	 	—	 	100,573	 	2,149	 	11,532	 	—	 	114,254	 	
Balance, end of the period	 	$	—	 	$	142,775	 	$	2,291	 	$	16,932	 	$	—	 	$	161,998	 	
 
56 

Exhibit 99.3
 
PART IV
 
Item 15. Exhibits and Financial Statement Schedules
 
Index

(1)	Financial Statements	 	
 	 	 	
 	Report of Independent Registered Public Accounting Firm	1	
 	Consolidated Balance Sheets, as of September 30, 2014 and 2013	2	
 	Consolidated Statements of Operations and Other Comprehensive Income, Years Ended September 30, 2014, 2013 and 2012	3	
 	Consolidated Statements of Stockholders’ Equity, Years Ended September 30, 2014, 2013 and 2012	4	
 	Consolidated Statements of Cash Flows, Years Ended September 30, 2014, 2013, and 2012	5	
 	Notes to Consolidated Financial Statements	6	
 	 	 	
(2)	Financial Statement Schedule	 	
 	 	 	
 	Schedule II Valuation and Qualifying Accounts	44	

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders of
Everi Games Holding Inc.
Austin, Texas
 
We have audited the accompanying consolidated balance sheets of Multimedia Games Holding Company, Inc. (now known as Everi Games Holding Inc.) or the Company, as of September 30, 2014 and 2013 and the related consolidated statements of operations and other comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2014. In connection with our audits of the financial statements, we have also audited financial statement Schedule II-Valuation and Qualifying Accounts for each of the three years in the period ended September 30, 2014. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements and schedule presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Multimedia Games Holding Company, Inc. at September 30, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
 
Also, in our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ BDO USA, LLP	
 	
Austin, Texas	
November 12, 2014, except for Note 20, which is as of October 23, 2015	
 
1 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
As of September 30, 2014 and 2013
(In thousands, except shares)

 	 	September 30,
2014	 	September 30,
2013	 	
ASSETS	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	
Cash and cash equivalents	 	$	138,086	 	$	102,632	 	
Accounts receivable, net of allowance for doubtful accounts of $150 and $342, respectively	 	25,265	 	26,566	 	
Inventory	 	12,412	 	12,429	 	
Notes receivable, current	 	2,375	 	2,093	 	
Deferred tax asset	 	5,886	 	7,818	 	
Prepaid expenses and other	 	4,440	 	2,423	 	
Federal and state income tax receivable	 	4,400	 	2,855	 	
Total current assets	 	192,864	 	156,816	 	
Property and equipment and leased gaming equipment, net	 	76,862	 	77,458	 	
Intangible assets, net	 	32,022	 	34,723	 	
Notes receivable, non-current	 	5,368	 	4,841	 	
Deferred tax asset, non current	 	1,348	 	2,690	 	
Value added tax receivable, net of allowance of $707 and $707, respectively	 	2,911	 	2,862	 	
Other assets	 	3,637	 	2,135	 	
Total assets	 	$	315,012	 	$	281,525	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	
Current portion of long-term debt	 	$	3,700	 	$	3,700	 	
Accounts payable and accrued liabilities	 	33,998	 	29,129	 	
Deferred revenue	 	447	 	520	 	
Total current liabilities	 	38,145	 	33,349	 	
Long-term debt, less current portion	 	22,200	 	25,900	 	
Long-term deferred tax liability	 	9,838	 	12,824	 	
Other long-term liabilities	 	471	 	511	 	
Total liabilities	 	70,654	 	72,584	 	
Commitments and contingencies (Note 16)	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	
Preferred stock: Series A, $0.01 par value, 1,800,000 shares authorized, no shares issued and outstanding	 	—	 	—	 	
Series B, $0.01 par value, 200,000 shares authorized, no shares issued and outstanding	 	—	 	—	 	
Common stock, $0.01 par value, 75,000,000 shares authorized, 38,628,091 and 37,802,950 shares issued, and 29,732,011 and 29,386,870 shares outstanding, respectively	 	386	 	378	 	
Additional paid-in capital	 	148,828	 	131,232	 	
Treasury stock, 8,896,080 and 8,416,080 common shares at cost, respectively	 	(81,002	)	(66,886	)	
Retained earnings	 	176,146	 	144,217	 	
Total stockholders’ equity	 	244,358	 	208,941	 	
Total liabilities and stockholders’ equity	 	$	315,012	 	$	281,525	 	
 
The accompanying notes are an integral part of the consolidated financial statements.
 
2 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
For the Years Ended September 30, 2014, 2013 and 2012
(In thousands, except per share data)

 	 	September 30,
2014	 	September 30,
2013	 	September 30,
2012	 	
REVENUES:	 	 	 	 	 	 	 	
Gaming operations	 	$	147,897	 	$	132,640	 	$	112,010	 	
Gaming equipment and system sales	 	68,030	 	54,539	 	42,793	 	
Other	 	2,202	 	2,187	 	1,373	 	
Total revenues	 	218,129	 	189,366	 	156,176	 	
OPERATING COSTS AND EXPENSES:	 	 	 	 	 	 	 	
Cost of gaming operations revenue(1)	 	15,136	 	13,803	 	12,547	 	
Cost of equipment and system sales	 	31,797	 	23,143	 	18,548	 	
Selling, general and administrative expenses	 	58,720	 	48,350	 	46,451	 	
Write-off, reserve, impairment & settlement charges	 	—	 	—	 	1,187	 	
Research and development	 	17,174	 	16,842	 	15,082	 	
Amortization and depreciation	 	43,388	 	34,846	 	38,270	 	
Total operating costs and expenses	 	166,215	 	136,984	 	132,085	 	
Operating income	 	51,914	 	52,382	 	24,091	 	
OTHER INCOME (EXPENSE):	 	 	 	 	 	 	 	
Interest income	 	412	 	491	 	1,553	 	
Interest expense	 	(930	)	(1,139	)	(1,392	)	
Other income	 	166	 	33	 	1,045	 	
Income before income taxes	 	51,562	 	51,767	 	25,297	 	
Income tax (expense) benefit	 	(19,633	)	(16,833	)	2,877	 	
Net income	 	$	31,929	 	$	34,934	 	$	28,174	 	
 	 	 	 	 	 	 	 	
Basic income per common share	 	$	1.07	 	$	1.21	 	$	1.01	 	
Diluted income per common share	 	$	1.02	 	$	1.14	 	$	0.96	 	
 	 	 	 	 	 	 	 	
Other comprehensive income:	 	 	 	 	 	 	 	
Foreign Currency translation adjustments	 	—	 	329	 	123	 	
Comprehensive income	 	$	31,929	 	$	35,263	 	$	28,297	 	
 	 	 	 	 	 	 	 	
Shares used in net income per common share:	 	 	 	 	 	 	 	
Basic	 	29,861	 	28,929	 	27,807	 	
Diluted	 	31,269	 	30,677	 	29,261	 	

(1)                        Cost of gaming operations revenues exclude depreciation and amortization of gaming equipment, content license rights and other depreciable assets, which are included separately in the amortization and depreciation line item.
 
The accompanying notes are an integral part of the consolidated financial statements.
 
3 

 
MULTIMEDIA GAMES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended September 30, 2014, 2013 and 2012
(In thousands, except share amounts)

 	 	Common Stock	 	Additional	 	Treasury Stock	 	 	 	Accumulated
Other	 	Total	 	
 	 	Number of
Shares	 	Amount	 	Paid -in
Capital	 	Number
of Shares	 	Amount	 	Retained
Earnings	 	Comprehensive
Income (Loss)	 	Stockholders’
Equity	 	
Balance, September 30, 2011	 	34,558,031	 	$	346	 	$	95,063	 	7,719,657	 	$	(60,164	)	$	81,109	 	$	(452	)	$	115,902	 	
Exercise of stock options	 	1,737,996	 	17	 	8,715	 	—	 	—	 	—	 	—	 	8,732	 	
Purchase of treasury stock	 	—	 	—	 	—	 	392,821	 	(1,884	)	—	 	—	 	(1,884	)	
Long-term incentive program	 	—	 	—	 	651	 	—	 	—	 	—	 	—	 	651	 	
Tax benefit of stock options exercised	 	—	 	—	 	555	 	—	 	—	 	—	 	—	 	555	 	
Share-based compensation expense	 	—	 	—	 	2,767	 	—	 	—	 	—	 	—	 	2,767	 	
Net income	 	—	 	—	 	—	 	—	 	—	 	28,174	 	—	 	28,174	 	
Foreign currency translation adjustment	 	—	 	—	 	—	 	—	 	—	 	—	 	123	 	123	 	
Balance, September 30, 2012	 	36,296,027	 	363	 	107,751	 	8,112,478	 	(62,048	)	109,283	 	(329	)	155,020	 	
Exercise of stock options and release of awards	 	1,506,923	 	15	 	9,161	 	—	 	—	 	—	 	—	 	9,176	 	
Purchase of treasury stock	 	—	 	—	 	—	 	303,602	 	(4,838	)	—	 	—	 	(4,838	)	
Long-term incentive program	 	—	 	—	 	478	 	—	 	—	 	—	 	—	 	478	 	
Tax benefit of stock options exercised	 	—	 	—	 	10,394	 	—	 	—	 	—	 	—	 	10,394	 	
Share-based compensation expense	 	—	 	—	 	3,448	 	—	 	—	 	—	 	—	 	3,448	 	
Net income	 	—	 	—	 	—	 	—	 	—	 	34,934	 	—	 	34,934	 	
Foreign currency translation adjustment	 	—	 	—	 	—	 	—	 	—	 	—	 	329	 	329	 	
Balance, September 30, 2013	 	37,802,950	 	378	 	131,232	 	8,416,080	 	(66,886	)	144,217	 	—	 	208,941	 	
Exercise of stock options and release of awards	 	794,840	 	8	 	3,464	 	—	 	—	 	—	 	—	 	3,472	 	
Purchase of treasury stock	 	—	 	—	 	—	 	480,000	 	(14,116	)	—	 	—	 	(14,116	)	
Long-term incentive program	 	30,301	 	—	 	1,147	 	—	 	—	 	—	 	—	 	1,147	 	
Tax benefit of stock options exercised	 	—	 	—	 	8,258	 	—	 	—	 	—	 	—	 	8,258	 	
Share-based compensation expense	 	—	 	—	 	4,727	 	—	 	—	 	—	 	—	 	4,727	 	
Net income	 	—	 	—	 	—	 	—	 	—	 	31,929	 	—	 	31,929	 	
Balance, September 30, 2014	 	38,628,091	 	$	386	 	$	148,828	 	8,896,080	 	$	(81,002	)	$	176,146	 	$	—	 	$	244,358	 	
 
The accompanying notes are an integral part of the consolidated financial statements.
 
4 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended September 30, 2014, 2013 and 2012
(In thousands)

 	 	September 30,	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2012	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	 	 	
Net income	 	$	31,929	 	$	34,934	 	$	28,174	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	
Amortization and depreciation	 	43,388	 	34,846	 	38,270	 	
Accretion of contract rights	 	9,357	 	8,468	 	7,700	 	
Share-based compensation	 	5,874	 	3,926	 	3,418	 	
Other non-cash items	 	(195	)	1,501	 	1,405	 	
Deferred income taxes	 	287	 	6,662	 	(4,346	)	
Interest income from imputed interest	 	(228	)	(376	)	(1,292	)	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	
Total accounts and notes receivable	 	788	 	(8,463	)	(59	)	
Federal and state income tax receivable	 	6,713	 	6,688	 	(102	)	
Inventory	 	376	 	(5,386	)	(86	)	
Current liabilities	 	3,875	 	126	 	4,544	 	
Other current and long-term assets and long-term liabilities	 	(1,603	)	3,983	 	(2,529	)	
Tax benefit from exercise of stock options	 	(8,258	)	(10,396	)	(554	)	
NET CASH PROVIDED BY OPERATING ACTIVITIES	 	92,303	 	76,513	 	74,543	 	
 	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	 	 	 	 	 	 	 	
Acquisition of property and equipment and leased gaming equipment	 	(35,408	)	(48,624	)	(45,220	)	
Capitalized labor and acquisition of intangible assets	 	(13,114	)	(9,260	)	(6,102	)	
Advances under development and placement fee agreements	 	(795	)	(8,535	)	(15,575	)	
Advances under promissory notes	 	(4,750	)	—	 	—	 	
Repayments under development agreements	 	3,304	 	7,749	 	15,846	 	
NET CASH USED IN INVESTING ACTIVITIES	 	(50,763	)	(58,670	)	(51,051	)	
 	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	 	 	 	 	 	 	 	
Proceeds from exercise of stock options	 	3,472	 	9,176	 	8,733	 	
Tax benefit from exercise of stock options	 	8,258	 	10,396	 	554	 	
Principal payments of long term debt	 	(3,700	)	(3,700	)	(3,700	)	
Proceeds from capital leases	 	—	 	—	 	894	 	
Principal payments of capital leases	 	—	 	—	 	(894	)	
Purchase of treasury stock	 	(14,116	)	(4,838	)	(1,884	)	
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	 	(6,086	)	11,034	 	3,703	 	
EFFECT OF EXCHANGE RATES ON CASH	 	—	 	—	 	(150	)	
Net increase in cash and cash equivalents	 	35,454	 	28,877	 	27,045	 	
Cash and cash equivalents, beginning of the year	 	102,632	 	73,755	 	46,710	 	
Cash and cash equivalents, end of the year	 	$	138,086	 	$	102,632	 	$	73,755	 	
 	 	 	 	 	 	 	 	
SUPPLEMENTAL CASH FLOW DATA:	 	 	 	 	 	 	 	
Interest paid	 	$	(930	)	$	(1,083	)	$	(1,296	)	
Income tax (paid) refunded, net	 	$	(12,632	)	$	(4,116	)	$	561	 	
NON-CASH TRANSACTIONS:	 	 	 	 	 	 	 	
Change in contract rights resulting from imputed interest on development agreement notes receivable	 	$	194	 	$	375	 	$	(22	)	
Transfer of leased gaming equipment to inventory	 	$	5,812	 	$	3,570	 	5,085	 	
 
The accompanying notes are an integral part of the consolidated financial statements.
 
5 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. PROPOSED MERGER AND BASIS OF PRESENTATION
 
Business
 
Multimedia Games Holding Company, Inc. and its subsidiaries (the “Company,” “we,” “us,” “our” or “Multimedia Games”) design, manufacture and supply innovative standalone and networked gaming systems to commercial and Native American casino operators in North America, domestic and selected international lottery operators, and commercial bingo gaming facility operators.
 
The Company’s standalone gaming machines are primarily sold and placed in Class III settings while its central determinant and server-based centrally-linked products and systems are primarily sold and placed in Class II settings. The Company uses the term Class III to refer to traditional slot machines that are placed or sold in commercial jurisdictions as well as compact games located in various tribal gaming jurisdictions. The Company uses the term Class II to refer to electronic games based on the game of chance commonly known as bingo (whether or not electronic, computer, or other technological aids are used in connection therewith) associated with Native American gaming in the United States and video lottery terminals.
 
The Company’s product line and markets include Class II and Class III gaming facilities operated by commercial and Native American casinos. The Company derives the majority of its gaming revenues from participation, development, and placement fee agreements, all of which operate on a participation, or revenue share, basis or on a fixed daily fee. The Company enters into development and placement fee agreements to provide financing for new gaming facilities or for the expansion of existing facilities in exchange for a certain amount of floor space for a contracted period of time. All or a portion of the funds provided by the Company under development agreements are reimbursed to the Company, while such funding under placement fee agreements is not reimbursed.
 
The Company also offers and generates revenue from the sale of gaming units and systems that feature proprietary game content and game themes licensed from others. The Company intends to increase these for-sale revenues by expanding into additional gaming jurisdictions and into other segments of the gaming market. The Company also generates revenues by providing the central determinant system operated by the New York State Division of the Lottery for the video lottery terminals installed at racetracks in the State of New York.
 
Proposed Merger
 
On September 8, 2014, the Company, Global Cash Access Holdings, Inc., a Delaware corporation (“GCA”), and Movie Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of GCA (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).
 
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of GCA. At the effective time of the Merger (the “Effective Time”), each share of common stock of the Company outstanding immediately prior to the Effective Time (other than shares held directly or indirectly by the Company, GCA or Merger Sub, or held by shareholders who are entitled to demand and properly perfect the right of dissent and appraisal of such shares pursuant to, and in compliance in all respects with, the Texas Business Organizations Code) will be automatically converted into the right to receive $36.50 in cash, without interest and less any applicable withholding taxes.
 
The Board of Directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The closing of the Merger is subject to the approval of the Merger Agreement by the affirmative vote of holders of at least two-thirds of all outstanding shares of common stock of the Company. The closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the receipt of specified licenses, permits, and other approvals relating to the Company’s gaming operations issued by certain governmental authorities, the absence of any governmental order prohibiting the consummation of the transactions contemplated by the Merger Agreement, the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifications) and compliance with the covenants and agreements in the Merger Agreement in all material respects. On September 26, 2014, we received notice from the Federal Trade Commission of the early termination of the applicable waiting period under the HSR Act.
 
6 

 
The Merger Agreement contains certain termination rights, including the right of the Company to terminate the Merger Agreement to accept a superior proposal, and provides that, upon termination of the Merger Agreement by the Company or GCA upon specified conditions, a termination fee of $32.5 million will be payable by the Company.
 
In addition to the foregoing termination rights, either party may terminate the Merger Agreement if the Merger is not consummated on or before June 8, 2015 (which may be extended to July 8, 2015 in certain circumstances specified in the Merger Agreement).
 
Following consummation of the Merger, there will be no public market for the Company’s common stock, which will cease to be traded on the NASDAQ Global Select Market, and the Company will no longer be required to file periodic reports with the Securities and Exchange Commission.
 
A description of the Merger Agreement and the Merger is contained in the Company’s definitive proxy statement dated October 22, 2014, which was first mailed to its shareholders on or about October 22, 2014.
 
Basis of Presentation
 
The consolidated financial statements include the accounts of Multimedia Games Holding Company, Inc. and its wholly-owned subsidiaries, including Multimedia Games, Inc., MGAM Technologies, LLC, MGAM Canada, Inc., MegaBingo International, LLC, Multimedia Games de Mexico, S. de R.L. de C.V., Multimedia Games de Mexico 1, S. de R.L. de C.V., and Servicios de Wild Basin S. de R.L. de C.V. Intercompany balances and transactions have been eliminated.
 
2. SIGNIFICANT ACCOUNTING POLICIES
 
Accounting Estimates
 
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples include share-based compensation, provisions for doubtful accounts, recoverability of notes, value added tax and other receivable balances, provision for slow-moving or obsolete inventory, estimated useful lives and impairment of property and equipment and intangible assets, valuation of deferred income taxes, and the provision for and disclosure of litigation and loss contingencies. Actual results may differ materially from these estimates in the future.
 
Revenue Recognition
 
The Company derives revenue from the following sources:

·        Gaming Operations	 	Participation, development, placement fee, or lease revenue generated from the Company’s commercial products, and Native American products, other bingo products, lottery systems, and back office systems	
·        Gaming Equipment and Systems Sales	 	Direct sales of player terminals, licenses, back office systems and other related equipment	
·        Other	 	Maintenance and service arrangements and other	
 
In accordance with the provision of ASC Topic 605, “Revenue Recognition,” the Company recognizes revenue when all of the following have been satisfied:
 
·                                           Persuasive evidence of an arrangement exists;
·                                           Delivery has occurred;
·                                           Price to the buyer is fixed or determinable; and
·                                           Collectibility is reasonably assured.
 
7 

 
See below in “Gaming Equipment and Systems Sales” and in Part II, Item 7, “Management’s Discussion and Analysis - Critical Accounting Policies and Estimates” for more information on how the Company recognizes revenue in multiple deliverable arrangements.
 
Gaming Operations
 
The majority of the Company’s gaming revenue is generated by its gaming operations under development, placement, and participation arrangements in which the Company provides its customers with player terminals, player terminal-content licenses and back-office equipment, collectively referred to herein as leased gaming equipment. Under these arrangements, the Company retains ownership of the leased gaming equipment installed at customer facilities, and the Company receives revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. Revenue from lease participation or daily fee arrangements are considered both realizable and earned at the end of each gaming day.
 
Gaming revenue generated by player terminals deployed at sites under development or placement fee agreements is reduced by the accretion of contract rights acquired as part of those agreements. Contract rights are amounts allocated to intangible assets for dedicated floor space resulting from such agreements, described under “Development and Placement Fee Agreements.” The related amortization expense, or accretion of contract rights, is netted against its respective revenue category in the consolidated statements of operations and other comprehensive income.
 
The Company also generates gaming revenues from back-office fees with certain customers. Back-office fees cover the service and maintenance costs for back-office servers installed in each gaming facility to run its gaming equipment, as well as the cost of related software updates. Back-office fees are considered both realizable and earned at the end of each gaming day.
 
Gaming Equipment and System Sales
 
The Company sells gaming equipment and gaming systems directly to its customers under independent sales contracts through normal credit terms, or may grant extended credit terms under contracts secured by the related equipment, with interest recognized at market rates.
 
For sales arrangements with multiple deliverables, the Company applies the guidance from ASU No. 2009-13, “Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements.” ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue-generating activities; specifically, how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. In addition, the Company applies the guidance from ASU No. 2009-14, “Software (Topic 985), Certain Revenue Arrangements that Include Software Elements,” which affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole and clarifies what guidance should be used in allocating and measuring revenue.
 
The majority of the Company’s multiple element sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance. ASU No. 2009-13 states that revenue arrangements with multiple deliverables should be divided into separate units of accounting if the deliverables meet both of the following criteria:
 
·                                           The delivered items have value to the customer on a stand-alone basis. The item or items have value on a stand-alone basis if they are sold separately by any vendor or the customer could resell the delivered item(s) on a stand-alone basis. In the context of a customer’s ability to resell the delivered item(s), this criterion does not require the existence of an observable market for the deliverable(s); and
 
8 

 
·                                           If the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor.
 
ASU No 2009-13 requires that arrangement consideration be allocated, at the inception of the arrangement, to all deliverables based on their relative selling price (i.e., the relative selling price method). When applying the relative selling price method, a hierarchy is used for estimating the selling price based first on Vendor-Specific Objective Evidence, or VSOE, then Third-Party Evidence, or TPE, and finally management’s Estimate of the Selling Price, or ESP.
 
Revenue related to systems arrangements that contain both software and non-software deliverables requires allocation of the arrangement fee to the separate deliverables using the relative selling price method. Revenue for software deliverables is recognized under software revenue recognition guidance. Revenue resulting from the sale of non-software deliverables, such as gaming devices and other hardware, are accounted for based on other applicable revenue recognition guidance as the devices are tangible products containing both software and non-software components that function together to deliver the product’s essential functionality.
 
In allocating the arrangement fees to separate deliverables, the Company evaluates whether it has VSOE of selling price, TPE or ESP for gaming devices, maintenance and product support fees and other revenue sources. The Company generally uses ESP to determine the selling price used in the allocation of separate deliverables, as VSOE and TPE are generally not available. The Company determines the ESP on separate deliverables by estimating a margin typically received on such items and applying that margin to the product cost incurred.
 
Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and occasionally signage, some of which may be necessary for the full functionality of the player terminals in a casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the player terminal and ancillary equipment is not recognized until all elements essential for the functionality of the product have been shipped or delivered. This includes game theme software and essential ancillary equipment. If elements that are not essential to the functionality of the player terminals are shipped after the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped or delivered.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.
 
Allowance for Doubtful Accounts
 
The Company maintains an allowance for doubtful accounts related to its accounts receivable and notes receivable that have been deemed to have a high risk of uncollectibility. Management reviews its accounts and notes receivable on a quarterly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in its customer payment patterns, customer concentration, and creditworthiness when evaluating the adequacy of its allowance for doubtful accounts. In its overall allowance for doubtful accounts, the Company includes any receivable balances for which uncertainty exists as to whether the account balance has become uncollectible. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs may exceed the recorded allowance.
 
9 

 
Inventory
 
The Company’s inventory consists primarily of completed player terminals, related component parts, and back-office computer equipment. Inventories are stated at lower of cost (first in first out), or market.
 
Property and Equipment and Leased Gaming Equipment
 
Property and equipment and leased gaming equipment are stated at cost. The cost of property and equipment and leased gaming equipment is depreciated over their estimated useful lives, generally using the straight-line method for financial reporting, and regulatory acceptable methods for income tax reporting purposes. Player terminals and related components and equipment are included in the Company’s rental pool. The rental pool can be further delineated as “rental pool — deployed,” which consists of assets deployed at customer sites under participation arrangements, and “rental pool — undeployed,” which consists of assets with the Company that are available for customer use. Rental pool — undeployed consists of both new units awaiting deployment to a customer site and previously deployed units currently back with the Company to be refurbished awaiting re-deployment. Routine maintenance of property and equipment and leased gaming equipment is expensed in the period incurred, while major component upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in the Company’s results of operations.
 
In accordance with ASC Topic 360, “Property, Plant, and Equipment,” the Company (i) recognizes an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows; and (ii) measures an impairment loss as the difference between the carrying amount and fair value of the asset.
 
The Company’s management reviews long-lived asset classes for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs of disposal. During fiscal 2014, the Company did not experience a triggering event that would have caused an impairment analysis assessment. During the years ended September 30, 2014, 2013 and 2012 in the ordinary course of business or upon reviewing the nature of the assets, the Company charged operations by recording reserves or writing off $224,000, $554,000 and $669,000, respectively, of property and equipment and leased gaming equipment.
 
Development and Placement Fee Agreements
 
The Company enters into development and placement fee agreements to provide financing for new gaming facilities or for the expansion of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to the Company, while funds provided under placement fee agreements are not reimbursed. In return, the facility dedicates a percentage of its floor space to placement of the Company’s player terminals, and the Company receives a fixed percentage of those player terminals’ hold per day over the term of the agreement which is generally for 12 to 83 months. Certain of the agreements contain player terminal performance standards that could allow the facility to reduce a portion of the Company’s guaranteed floor space. In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the gaming facility. In the past the Company has, and in the future, the Company may, by mutual agreement, amend these contracts to reduce its floor space at the facilities. Any proceeds received for the reduction of floor space is first applied against the intangible asset recovered for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.
 
10 

 
Other Assets
 
Other assets consist of restricted cash, long-term prepaids, and refundable deposits. At September 30, 2014 and 2013, the restricted cash balances were $463,000 and $511,000, respectively, representing the fair value of investments held by the Company’s prize fulfillment firm related to outstanding MegaBingo jackpot prizes.
 
Deferred Revenue
 
Deferred revenue represents amounts from the sale of gaming equipment and systems that have been billed, or for which notes receivable have been executed, but which transaction has not met the Company’s revenue recognition criteria. The cost of the related gaming equipment and systems is offset against deferred revenue. Amounts are classified between current and long-term liabilities, based upon the expected period in which the revenue will be recognized.
 
Other Long-Term Liabilities
 
Other long-term liabilities include investments held at fair value by the Company’s prize-fulfillment firm related to outstanding MegaBingo jackpot-prize-winner annuities and the long-term portion of deferred revenue. The long-term liabilities were $471,000 and $511,000 as of September 30, 2014 and 2013, respectively, the majority of which was related to the prize fulfillment annuities.
 
Other Income and Expense
 
Other income primarily resulted from a gain on the exchange of used equipment with our third party equipment suppliers, as well as net gains incurred on foreign currency transactions, primarily related to the Company’s former Mexico operations (see also, Note 11, “Termination of Mexico Operations”). For the years ended September 30, 2014, 2013 and 2012 other income was $166,000, $33,000 and $1.0 million, respectively.
 
Research and Development Costs
 
The Company conducts research and development activities primarily to develop new gaming systems, gaming engines, casino data management systems, casino central monitoring systems, video lottery outcome determination systems, gaming platforms, and gaming content and to add enhancements to our existing product lines. The Company believes its ability to deliver differentiated, appealing products and services to the marketplace is based in our research and development investments, and expects to continue to make such investments in the future. These research and development costs consist primarily of salaries and benefits, consulting fees, game lab testing fees, and an allocation of corporate facilities costs related to these activities. Once the technological feasibility of a project has been established, it is transferred from research to development, and capitalization of development costs begins until the product is available for general release.
 
Research and development costs for years ended September 30, 2014, 2013 and 2012 were $17.2 million, $16.8 million and $15.1 million, respectively.
 
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Employee Benefit Plans
 
The Company has established an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. The plan provides for the employees to make tax-deferred deposits into the plan up to the maximum of $17,500, plus a $5,500 catch-up contribution for employees age 50 or above for 2014. The Company has historically matched employees’ contributions to the 401(k) Plan equal to 50% of the first 4% of compensation contributed by employees to the 401(k) Plan. Such Company contributions amounted to $798,414, $516,000 and $425,000 for the years ended September 30, 2014, 2013, and 2012, respectively.
 
Fair Value Measurements
 
The Company applies the provisions of FASB Topic 820, “Fair Value Measurements”(Topic 820) to its financial assets and liabilities. Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Topic 820 also established a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows:
 
·                                           Level 1 - quoted prices in an active market for identical assets or liabilities;
·                                           Level 2 - quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and
·                                           Level 3 - valuation methodology with unobservable inputs that are significant to the fair value measurement.
 
The following summarizes the valuation of certain of the Company’s financial assets and liabilities as of September 30, 2014 and 2013, based on the fair value hierarchy:

 	 	Fair Value Measurements using	 	 	 	
 	 	Level 1	 	Level 2	 	Level 3	 	Total	 	
September 30, 2014	 	 	 	 	 	 	 	 	 	
Assets:	 	 	 	 	 	 	 	 	 	
Cash Equivalents:	 	 	 	 	 	 	 	 	 	
Money market funds	 	$	93,691	 	$	—	 	$	—	 	$	93,691	 	
Total	 	$	93,691	 	$	—	 	$	—	 	$	93,691	 	
 	 	 	 	 	 	 	 	 	 	
September 30, 2013	 	 	 	 	 	 	 	 	 	
Assets:	 	 	 	 	 	 	 	 	 	
Cash Equivalents:	 	 	 	 	 	 	 	 	 	
Money market funds	 	$	84,049	 	$	—	 	$	—	 	$	84,049	 	
Total	 	$	84,049	 	$	—	 	$	—	 	$	84,049	 	
 
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The carrying value of financial instruments reported in the accompanying consolidated balance sheets for cash, accounts receivable, notes receivable from development agreements, accounts payable, and accrued expenses payable and other liabilities, approximate fair value due to the immediate or short-term nature or maturity of these financial instruments. The carrying value of the Company’s debt is consistent with fair value due to the variable interest rates in place. The Company received notes receivable and warrants during 2014, that were recorded at fair value upon receipt, based upon a third party valuation. The fair values of the notes receivable instruments and warrants were based on Level 3 inputs. The carrying value of these instruments at September 30, 2014 represents fair value due to the short period that has elapsed since completion of the valuation.
 
Segment and Related Information
 
Although the Company’s chief operating decision maker analyzes the Company’s product lines and geographic areas for purposes of revenue, these product lines and geographic areas are managed and operated as one business segment, and meet the criteria for aggregation as permitted in ASC 280-10-50, “Operating Segments”. The Company’s chief operating decision maker reviews operating results in the aggregate for purposes of making decisions about resources to be allocated and for assessing performance and, outside of revenue, other discrete financial information is not available by product line or geographic area. ASC 280-10-50-11, “Aggregation Criteria,” allows for the aggregation of operating segments if the segments have similar economic characteristics and if the segments are similar in each of the following areas:
 
1.                                       The nature of the products and services
2.                                       The nature of the production processes
3.                                       The type or class of customer for their products and services
4.                                       The methods used to distribute their products or provide their services
5.                                       The nature of the regulatory environment, if applicable
 
The Company is engaged in the business of designing, manufacturing, and distributing gaming machines, video lottery terminals, and associated systems and equipment, as well as the maintenance of these machines and equipment. The Company also supplies the central determinant system for the video lottery terminals installed at racetracks in the State of New York. The Company’s production process is essentially the same for the entire Company, and is performed via outsourced product manufacturers, as well as in-house manufacturing performed primarily at the Company’s warehouse and assembly facilities in Austin, Texas and Las Vegas, Nevada. The Company’s customers consist of entities in the business of operating gaming, bingo or lottery facilities, and include Native American tribes and commercial entities licensed to conduct such business in their jurisdictions. The distribution of the Company’s products is consistent across the entire Company and is generally performed by third-party transportation companies. The regulatory environment is similar in every jurisdiction in that gaming is regulated and its games must meet the regulatory requirements established. In addition, the economic characteristics of each customer arrangement are similar in that the Company obtains revenue via a revenue share arrangement or direct sale of product or service, depending on the customer’s need. These sources of revenue are consistent with respect to both product line and geographic area.
 
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In addition, discrete financial information, such as costs and expenses, operating income, net income and EBITDA (earnings before interest expense, income taxes, depreciation, amortization, and accretion of contract rights), are not captured or analyzed by product line or geographic area. The Company’s chief operating decision maker analyzes product performance based on average daily play on a game level basis, which is consistent across all product lines and geographic areas. This average daily performance data, along with customer needs, are the key drivers for assessing how the Company allocates resources and assesses its operating performance.
 
Costs of Computer Software
 
Software development costs have been accounted for in accordance with ASC Topic 985, “Software.” Under ASC Topic 985, capitalization of software development costs begins upon the establishment of technological feasibility and prior to the availability of the product for general release to customers. The Company capitalized software development costs of approximately $13.1 million and $9.1 million for the years ended September 30, 2014 and 2013, respectively. Software development costs primarily consist of personnel costs and gaming lab testing fees. The Company begins to amortize capitalized costs when a product is available for general release to customers. Amortization expense is determined on a product-by-product basis at a rate not less than straight-line basis over the product’s remaining estimated economic life, not to exceed five years. Amortization of software development costs is included in amortization and depreciation in the accompanying consolidated statements of operations and other comprehensive income.
 
Income Taxes
 
In accordance with ASC Topic 740, “Income Taxes”, we have recorded deferred tax assets and liabilities to account for the expected future tax benefits and consequences of events that have been recognized in our financial statements and our tax returns. There are several items that result in deferred tax asset and liability impact to the balance sheet. If we conclude that it is more likely than not that all or some portion of the deferred tax assets will not be realized under accounting standards, they are reduced by a valuation allowance to remove the benefit of recovering those deferred tax assets from our financial statements. Additionally, in accordance with ASC Topic 740, during the year ended September 30, 2013, the liability related to uncertain tax positions was reduced during the year for a previously recognized uncertainty, in the amount of $786,000 as well as accrued interest and penalties in the amount of $921,000, because it is effectively settled. No additional reserves for uncertain tax positions were recorded during fiscal year 2014.
 
Stock Compensation
 
The Company accounts for share-based compensation under the provisions of ASC Topic 718, “Compensation — Stock Compensation.” Among other items, ASC Topic 718 requires the Company to recognize in the financial statements, the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. To measure the fair value of stock option awards granted to employees, the Company currently utilizes the Black-Scholes-Merton option-pricing model. Expense is recognized over the required service period, which is generally the vesting period of the options.
 
The Black-Scholes-Merton model incorporates various assumptions, including expected volatility, expected life, and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options, adjusted for the impact of unusual fluctuations not reasonably expected to recur. The expected life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees.
 
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There were option grants to purchase a total of 55,000, 102,600 and 1.1 million common shares during the years ended September 30, 2014, 2013 and 2012, respectively. The assumptions used for the years ended September 30, 2014, 2013, and 2012, and the resulting estimates of weighted-average fair value per share of options granted and assumptions used during these periods are as follows:

 	 	2014	 	2013	 	2012	 	
Weighted expected life	 	5 years	 	5 years	 	5 years	 	
Risk-free interest rate	 	1.5%	 	0.7%	 	1.0%	 	
Expected volatility	 	57.52%	 	62.88%	 	59.91%	 	
Expected dividend yields	 	—	 	—	 	—	 	
Weighted-average fair value of options granted during the period	 	$15.25	 	$14.43	 	$3.55	 	
Expected annual forfeiture rate	 	5.31%	 	5.31%	 	5.31%	 	
 
The Company also grants restricted stock and restricted stock units. In accordance with ASC Topic 718 the Company records stock compensation for such awards at the full value of the award at the time of issuance over the vesting period of the award. The full value of the award is equivalent to the closing stock price of the Company’s stock on the date of grant.
 
Foreign Currency Translation
 
The Company accounts for currency translation in accordance with ASC Topic 830, “Foreign Currency Matters.” Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process are charged or credited to other comprehensive income, in accordance with ASC Topic 220, “Comprehensive Income.” Transactional currency gains and losses arising from transactions in currencies other than the Company’s local functional currency are included in the consolidated statements of operations and other comprehensive income in accordance with ASC Topic 830. The cumulative foreign currency translation adjustment was recognized in income during the first quarter of the fiscal year ended September 30, 2013 upon the substantial liquidation of the Company’s Mexico operations.
 
Recently issued accounting pronouncements not yet adopted
 
In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters - Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU No. 2013-05”), which permits companies to release cumulative translation adjustments into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. Accordingly, the cumulative translation adjustment should be released into earnings only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or if a controlling financial interest is no longer held. ASU No. 2013-05 is effective for annual reporting periods beginning on or after December 15, 2013. The Company expects to adopt this guidance during the fiscal year ended September 30, 2015 (“fiscal 2015”) and does not expect it will have a significant impact on its consolidated results of operations, financial condition and cash flows.
 
In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740)” (“ASU No. 2013-11”) to provide explicit guidance and eliminate the diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective for annual reporting periods beginning on or after December 15, 2013. The Company expects to adopt this guidance during fiscal 2015 and does not expect it will have a significant impact on its consolidated results of operations, financial condition and cash flows.
 
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In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, as a new Topic, Accounting Standards Codification (ASC) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance for fiscal 2017, but at the current time does not know what impact the new standard will have on revenue recognized and other accounting decisions in future periods, if any, nor what method of adoption will be selected if the impact is material.
 
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. This ASU raises the threshold for a disposal to qualify as discontinued operations and requires new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. Under the new standard, companies report discontinued operations when they have a disposal that represents a strategic shift that has or will have a major impact on operations or financial results. This update will be applied prospectively and is effective for annual periods, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted provided the disposal was not previously disclosed. The Company does not expect that this update will have a material impact on the Company’s reported results of operations and financial position. The impact is non-cash in nature and will not affect the Company’s cash position.
 
3. INVENTORY
 
Inventory consisted of the following:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Raw materials and component parts, net of reserves of $359 and $719, respectively (a)	 	$	8,791	 	$	7,010	 	
Work in progress (a)	 	900	 	2,931	 	
Finished goods	 	2,721	 	2,488	 	
Total Inventory	 	$	12,412	 	$	12,429	 	

(a) Certain prior period amounts have been reclassified to conform to the current period presentation. There is no impact to the consolidated financial statements as a result of this change.
 
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4. NOTES RECEIVABLE
 
The Company’s notes receivable consisted of the following:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Notes receivable from development agreements	 	$	3,998	 	$	7,303	 	
Less imputed interest discount reclassed to contract rights	 	(116	)	(369	)	
Notes receivable other, net discount of $891	 	3,861	 	—	 	
Notes receivable, net	 	7,743	 	6,934	 	
Less current portion	 	(2,375	)	(2,093	)	
Notes receivable — non-current	 	$	5,368	 	$	4,841	 	
 
Notes receivable from development agreements are generated from reimbursable amounts advanced under development agreements. The notes receivable from development agreements balance includes a development agreement with the Chickasaw Nation for the Winstar Casino expansion entered into on November 19, 2012.
 
On July 17, 2014, the Company entered into an agreement with Bee Caves Games, Inc. under which the Company agreed to make a loan pursuant to a secured promissory note in the amount of $4.5 million. In association with the promissory note, the Company received warrants to purchase Bee Caves Gaming common stock, and recorded a discount to the note for the fair value of the warrants received. The note, which bears interest at 7%, requires interest only payments for the first 24 months followed by repayments of principle and interest in 48 equal monthly installments.
 
5. DEVELOPMENT AND PLACEMENT FEE AGREEMENTS
 
The Company enters into development and placement fee agreements to provide financing for new gaming facilities or for the expansion or improvement of existing facilities. All or a portion of the funds provided under development agreements are reimbursed to the Company, while funding under placement fee agreements is not reimbursed. In return for the fees under the agreements, the facility dedicates a percentage of its floor space for the placement of the Company’s electronic gaming machines (EGMs) over the term of the agreement, which is generally for 12 to 83 months, and the Company receives a fixed percentage or flat fee of those machines’ hold per day. Certain of the agreements contain EGM performance standards that could allow the facility to reduce a portion of the Company’s guaranteed floor space.
 
In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The development agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced in excess of those to be reimbursed by the customer for real property and land improvements are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the gaming facility. In the past the Company has, and in the future, the Company may, by mutual agreement, amend these contracts to reduce its floor space at the facilities. Any proceeds received for the reduction of floor space is first applied against the intangible asset recovered for that particular development or placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over the remaining estimated useful life.
 
On November 19, 2012, the Company entered into a development agreement with the Chickasaw Nation to assist with the expansion of the Winstar World Casino. As part of this agreement, the Company received the right to 150 unit placements for a period of 68 months in exchange for a payment of $6.5 million. The payment was made in two equal installments in November 2012 and January 2013.
 
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On March 7, 2013, the Company paid a placement fee of approximately $2.0 million to the Chickasaw Nation to extend the placement of 201 units in six casino locations across Oklahoma for an additional term of 50 months.
 
Management reviews intangible assets related to development and placement fee agreements for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no events or changes in circumstances during the period ended September 30, 2014 that required an impairment charge to the carrying value of intangible assets recorded in connection with these agreements.
 
The following net amounts related to advances made under development and placement fee agreements and were recorded in the following balance sheet captions:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Included in:	 	 	 	 	 	 	 	
Notes receivable, net	 	$	3,882	 	$	6,934	 	
Intangible assets — contract rights, net of accumulated amortization	 	$	15,845	 	$	24,466	 	
 
6. PROPERTY AND EQUIPMENT AND LEASED GAMING EQUIPMENT
 
The Company’s property and equipment and leased gaming equipment consisted of the following:

 	 	September 30, 2014	 	September 30, 2013	 	
 	 	Cost	 	Accum.
Depr.	 	Net Book
Value	 	Cost	 	Accum.
Depr.	 	Net Book
Value	 	
 	 	(In thousands)	 	
Rental pool — deployed	 	$	192,857	 	$	(130,415	)	$	62,442	 	$	178,490	 	$	(114,461	)	$	64,029	 	
Rental pool — undeployed	 	27,860	 	(22,417	)	5,443	 	18,642	 	(14,335	)	4,307	 	
Machinery and equipment	 	5,673	 	(2,643	)	3,030	 	5,609	 	(1,876	)	3,733	 	
Computer software	 	7,766	 	(4,309	)	3,457	 	5,874	 	(3,522	)	2,352	 	
Vehicles	 	3,154	 	(2,187	)	967	 	2,914	 	(1,595	)	1,319	 	
Other	 	4,866	 	(3,343	)	1,523	 	4,778	 	(3,060	)	1,718	 	
Total property and equipment and leased gaming equipment (1) 	 	$	242,176	 	$	(165,314	)	$	76,862	 	$	216,307	 	$	(138,849	)	$	77,458	 	

(1)                                  Property and equipment and leased gaming equipment is depreciated as follows: Rental pool — deployed and undeployed, 2 to 4 years; Machinery and equipment, 3 to 5 years; Computer software, 3 to 5 years; Vehicles, 3 to 5 years; and Other, 2 to 5 years. Gaming equipment and third-party gaming content licenses begin depreciating when they are available for customer use.
 
The Company recorded depreciation and amortization expense related to property and equipment and leased gaming equipment of $36.2 million, $28.8 million and $33.7 million for the years ended September 30, 2014, 2013 and 2012, respectively.
 
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The Company periodically reviews the depreciable lives of its property and equipment and leased gaming equipment. During the first quarter 2013, the Company conducted such a review and analyzed the current age of leased gaming equipment on customers’ floors, the current and historical replacement rate and the useful lives used for comparable assets by its competitors. Based on this review, the Company determined that two events occurred during the beginning of fiscal 2013 that prompted a change: first, the Company transitioned from a distributor to a manufacturer allowing it to better control the life cycles of its products; and second, the beginning of fiscal year 2013 marked the three year anniversary of the deployment of the Company’s proprietary wide-body cabinet. Therefore, the Company determined that a four year depreciable life on leased gaming equipment more accurately reflected the current age of leased gaming equipment on customer’s floors, the current and historical replacement rate, and the useful lives used for comparable assets by its competitors. Accordingly, the Company increased the depreciable lives of leased gaming equipment, both proprietary and third party machines, to four years from three years, effective October 1, 2012. The effect of this change increased operating income by approximately $7.0 million and net income by $4.7 million, or $0.15 per diluted share for the year ended September 30, 2013.
 
During fiscal 2014, the Company recognized $5.6 million of net book value related to the Company’s proprietary units on trial or on revenue share arrangement in our installed base within cost of sales. The majority of these sales were trial units that converted to a sale. In addition the Company disposed of or wrote off $224,000 of net book value related to third-party gaming content licenses, installation costs, and other equipment.
 
During fiscal 2013, the Company sold $3.6 million of net book value related to the Company’s proprietary units on trial or on revenue share arrangement in our installed base within cost of sales. These included trial units that converted to a sale. In addition, the Company disposed of or wrote off $554,000 of net book value related to third-party gaming content licenses, installation costs, and other equipment.
 
During fiscal 2012, the Company sold $5.1 million of net book value related to the Company’s proprietary units on trial or on revenue share arrangement in our installed base within cost of sales. These included trial units that converted to a sale. In addition, the Company disposed of or wrote off $669,000 of net book value related to third-party gaming content licenses, installation costs, and other equipment.
 
Leased gaming equipment consists of rental pool assets that are either placed under participation arrangements at customer facilities (rental pool — deployed) or warehoused by the Company for future deployment (rental pool — undeployed).
 
7. INTANGIBLE ASSETS
 
The Company’s intangible assets consisted of the following:

 	 	September 30,
2014	 	September 30,
2013	 	 	 	
 	 	(In thousands)	 	Estimated	 	
 	 	Cost	 	Accum.
Amort.	 	Net Book
Value	 	Cost	 	Accum.
Amort.	 	Net Book
Value	 	Useful
Lives	 	
Contract rights under development and placement fee agreements	 	$	61,725	 	$	(45,880	)	$	15,845	 	$	61,079	 	$	(36,613	)	$	24,466	 	1-7 years	 	
Internally-developed gaming software	 	36,224	 	(20,307	)	15,917	 	25,116	 	(15,270	)	9,846	 	1-5 years	 	
Patents, trademarks and other	 	4,999	 	(4,739	)	260	 	5,972	 	(5,561	)	411	 	1-5 years	 	
Total intangible assets, net	 	$	102,948	 	$	(70,926	)	$	32,022	 	$	92,167	 	$	(57,444	)	$	34,723	 	 	 	
 
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Contract rights are amounts allocated to intangible assets for dedicated floor space resulting from development agreements or placement fees. The related amortization expense, or accretion of contract rights, is netted against its respective revenue category in the accompanying consolidated statements of operations.
 
Internally developed gaming software, which includes independent third party software testing, is accounted for under the provisions of ASC Topic 985 “Software” and is stated at cost, which is amortized over the estimated useful life of the software, generally using the straight-line method. The Company amortizes internally-developed games over a two-year period, gaming engines over a three-to-five year period, gaming systems over a three-year period, and its central management systems over a five-year period. Software development costs are capitalized once technological feasibility has been established, and are amortized when the software is placed into service. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. For the years ended September 30, 2014, 2013, and 2012 amortization expense related to internally-developed gaming software, and patents and trademarks was $7.2 million, $6.0 million and $4.6 million respectively. During fiscal 2014, 2013 and 2012, the Company wrote-off internally-developed gaming software of $90,000, $72,000 and $74,000, respectively.
 
During the first quarter 2014, the Company conducted a reviewed the depreciable lives of its of capitalized software and testing related assets, based on this review, the Company determined that the estimated useful life of the Company’s software and testing related assets is two years. Accordingly, the Company increased the depreciable lives of capitalized software and testing, effective October 1, 2013. The effect of this change increased operating income by approximately $1.5 million and net income by $1 million, or $0.03 per diluted share for the year ended September 30, 2014.
 
Management reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No triggering events were identified for the year ended September 30, 2014.
 
Amortization expense, inclusive of accretion of contract rights, totaled $16.5 million, $14.5 million and $12.3 million, for the years ended September 30, 2014, 2013, and 2012 respectively. Annual estimated amortization expense for each of the five succeeding fiscal years is as follows:

Year	 	Amount	 	
 	 	(In thousands)	 	
2015	 	14,835	 	
2016	 	9,203	 	
2017	 	2,524	 	
2018	 	439	 	
2019	 	212	 	
Total	 	$	27,213	 	

20 

 
8. VALUE ADDED TAX RECEIVABLE
 
The Company’s value added tax (VAT) receivable is a receivable from the Mexican taxing authority primarily related to a value added tax levied on product shipments originating outside of Mexico. At September 30, 2014 and 2013, the Company’s VAT receivable was $2.9 million. The majority of the VAT receivable relates to equipment shipments that occurred in 2006 and 2007.
 
During initial operations within Mexico, the Company assumed that it would generate substantial future revenues, thus accumulating VAT payables within the country to offset against the initial and future VAT receivable balances. However, in 2009 the Company made the determination that such revenue generation would not occur at the levels necessary to offset its VAT receivable balances. Therefore, the Company proceeded to file initial refund requests for the 2006 and 2007 VAT receivable balances. This initial refund request prompted an audit by the Mexican taxing authorities and in 2010 the Company received rulings indicating that the Mexican taxing authority had challenged the registration of certain of the Company’s transactions that generated a VAT receivable of approximately $399,000, all of which has been fully reserved.
 
The VAT audit results also revealed that certain months contained no contested balances, while other months contained one or more contested balances. In fiscal years 2010 and 2011, the Company formally requested refunds for all months in which no contested balances arose from the audit, resulting in the receipt of approximately $3.6 million in refunds from those uncontested months. The Company’s legal counsel suggested the Company wait to file on any portion of the contested months, until amounts were received from the uncontested months. In August 2012, the Company filed refund requests in the amount of $2.3 million for the remaining uncontested portions of 2006 and 2007. In November 2012, the Mexican taxing authority requested additional documentation, which was supplied to them in December 2012. On September 3, 2014, after establishing a new tax domicile for the Mexican entity, the company re-filed all of the outstanding refund requests. As of September 30, 2014, the Mexican taxing authority has given the Company no indication that the outstanding refund requests will be contested and the Company continues to pursue the collection of these balances.
 
See the Notes to Consolidated Financial Statements; Note 11, “Termination of Mexico Operations” and Note 16, “Commitments and Contingencies.”
 
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
The Company’s accounts payable and accrued liabilities consisted of the following:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Trade accounts payable	 	$	11,993	 	$	9,215	 	
Accrued expenses	 	9,401	 	6,727	 	
Accrued bonus and salaries	 	10,358	 	10,809	 	
Marketing reserve	 	1,485	 	1,589	 	
Other	 	761	 	789	 	
Accounts payable and accrued liabilities	 	$	33,998	 	$	29,129	 	
 
21 

 
On February 1, 2012, the Company’s shareholders approved a Long-Term Incentive Program (LTIP) for certain members of the Company’s executive management team. The LTIP has a performance stock component and performance cash component. The performance cash component is based on the three year performance of the Company for the 2012, 2013 and 2014 fiscal years. Pursuant to the LTIP, if the Company meets certain cumulative revenue and earnings per share performance goals, then those members of the executive management team named in the LTIP will receive a cash award. The LTIP specifies a Minimum, Target and Maximum award amount based on the cumulative revenue and earnings per share total. As of September 30, 2014, the end of the performance period for the LTIP, the Company determined that the maximum award amount was earned, based on historical financial results for the period. Therefore, the Company maintained cumulative accrual balances of approximately $4.4 million and $3.3 million for the performance cash component of the LTIP as of September 30, 2014 and 2013, respectively.
 
During fiscal 2014, the Company recorded expense of $2.9 million related to the LTIP, of which $1.7 million was related to the performance cash component and $1.2 million was related to the performance stock component. During fiscal 2013, the Company recorded expense of $2.4 million, of which $1.9 million was related to the performance cash component and $0.5 million was related to the performance stock component.The cash component is included in accrued liabilities, while the stock component is recorded in additional paid in capital.
 
Separately from the VAT matter discussed in Note 8 above, one of the Company’s Mexican subsidiaries was under audit by the Mexico taxing authorities for income tax matters related to the tax years ending December 31, 2006 and 2007. After several appeals, in fiscal year 2013, the Company determined to file a request for tax amnesty for these income tax proceedings under a program formalized by the Mexico taxing authorities in fiscal year 2013 for both the 2006 and 2007 tax years.
 
Pursuant to the amnesty program, the subsidiary paid $2,300 and $2.0 million for the 2006 and 2007 tax years, respectively, to settle the tax matters. On July 26, 2013 and August 28, 2013, the taxing authorities confirmed that there was no longer a tax contingency for the 2006 and 2007 periods, respectively. As of September 30, 2013, no reserve was maintained by the Company for these tax matters and this matter is considered resolved.
 
10. CREDIT AGREEMENT AND LONG-TERM DEBT
 
The Company’s Credit Agreement, long-term debt consisted of the following:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Term loan facility	 	$	25,900	 	$	29,600	 	
Less: current portion of long-term debt	 	(3,700	)	(3,700	)	
Long-term debt, less current portion	 	$	22,200	 	$	25,900	 	
 
On August 3, 2011, the Company entered into an amended and restated credit agreement with Comerica Bank in its capacity as administrative agent and lead arranger and Wells Fargo Bank, N.A., as syndication agent (the “Credit Agreement”) to provide the Company a $74.0 million credit facility which replaced its previous credit facility with Comerica Bank in its entirety. The Credit Agreement originally consisted of three facilities: an approximately $20.6 million revolving credit facility, a $37.0 million term loan, and an approximately $16.4 million draw-to term loan. On February 3, 2014, the $16.4 million draw-to term loan expired.
 
22 

 
The Credit Agreement, and advances made thereunder, mature on August 3, 2016. The term loan is amortized on a straight-line basis over a ten-year period, payable in equal quarterly installments of $925,000. The revolving credit facility provides the Company the ability to finance development and placement agreements, acquisitions, and working capital for general corporate purposes. As of September 30, 2014, $25.9 million was outstanding on the term loan which bore interest at 2.90%. No amounts were outstanding on the revolving credit facility, which had approximately $20.6 million available for borrowings as of September 30, 2014. The Company has the ability to draw on the revolving credit facility until the maturity of the Credit Agreement on August 3, 2016.
 
On September 21, 2012, the Company and the lenders entered into Amendment No. 1 to the Credit Agreement. Amendment No. 1 provides for, among other things, an increase in the limitation on capital expenditures from $40.0 million to $60.0 million annually, an increase in the limitation on debt to finance acquisitions and capital asset purchases from $500,000 to $1.0 million, and an amendment to the applicable margin grid, which provided for a margin reduction of 25 basis points in both levels, as further set forth in the table below.
 
The components of the Credit Agreement will be priced based on an applicable margin grid according to the Company’s leverage ratio. Assuming that the Company utilizes LIBOR as the key interest rate driver, effective as of Amendment No. 1, the following margins would apply based on the applicable leverage ratio:

 	 	Level I	 	Level II	
Consolidated Total Leverage Ratio	 	Less than 0.75 to 1.00	 	Greater than or equal to 0.75 to 1.00	
Term loan	 	2.75	 	3.25	
Revolving credit facility	 	2.00	 	2.50	
 
The Company obtained Level I pricing on December 5, 2011 upon delivering its financial statements for the year ended September 30, 2011 and continues to have Level I pricing subsequent to Amendment No. 1. The Company also has the option to utilize an interest rate based on the prime rate issued by the agent bank or the federal funds rate issued by the Federal Reserve Bank of New York, plus applicable margins. The Company analyzes its interest rate options and generally institutes the most favorable rate available.
 
On July 16, 2014, the Company and the lenders entered into Amendment No. 2 to the Credit Agreement. Amendment No. 2 provides for, among other things, an increase in other investments that the Company may make under the Credit Agreement from $100,000 to $6 million. The increase will allow the Company to proceed with small investment opportunities not initially contemplated in the terms of the original Credit Agreement.
 
The Credit Agreement is collateralized by substantially all of the Company’s assets. The Company is subject to two primary financial covenants: a total leverage ratio and a fixed charge coverage ratio. The total leverage ratio is calculated as total net funded debt to EBITDA (which is defined in the Credit Agreement as net income before interest expense, tax expense, depreciation and amortization expense, stock compensation expense and any extraordinary, unusual or non-cash non-recurring expenses up to $7.5 million for any trailing twelve month period, less any non-cash income items, including income tax credits, and any extraordinary income or gains). Total net funded debt is defined as total funded debt of the Company less unrestricted cash in excess of $10.0 million. The Company is required to maintain a total leverage ratio of less than 1.5.
 
23 

 
The fixed charge coverage ratio is calculated as EBITDA minus:
 
·                                           Income tax expense
·                                           Dividends or other distributions on equity, not funded by the Credit Agreement
·                                           Routine capital expenditures, defined as $2.5 million per quarter
·                                           Repurchases or redemptions of capital stock, not funded by the Credit Agreement
·                                           Payments and advances under development agreements, not funded by the Credit Agreement
 
Fixed charges include interest expense and all regularly scheduled installments of principal. The Company is required to maintain a fixed charge coverage ratio of less than 1.2.
 
The Company’s Credit Agreement contains a Restricted Payments covenant that place restrictions on the Company’s ability to declare or make any distributions, dividend, payment or other distribution on account of the Company’s equity interests, subject to certain exceptions, including the payment of cash dividends, so long as pro forma for the payment of such dividends the Company is in compliance with the Credit Agreement’s total leverage ratio and fixed charge coverage ratio financial covenants and no default or Event of Default has occurred and is continuing or would result in connection with such dividend.
 
As of September 30, 2014, the Company was in compliance with all loan covenants.
 
11. TERMINATION OF MEXICO OPERATIONS
 
In December 2012, the Company entered into an agreement with its primary customer in Mexico to sell all of the customer’s leased electronic gaming machines. As part of the sale price, the Company also agreed to sell 100 additional machines to be used for spare parts, as well as certain spare components and other items from its warehouse stock. The sale of the machines represents the effective termination of the Company’s operations in Mexico. As such, the majority of the Company’s employees in Mexico were terminated in December 2012, and the Company’s remaining employees in Mexico are expected to be terminated during calendar year 2014. The net sale of the machines was in the amount of $1.0 million and charges for severance costs, office and warehouse expenses, fixed asset write-offs and other expected expenses were accrued in the amount of $741,000. In addition, the Company recognized all foreign currency translation adjustments through December 31, 2012 which resulted in a charge of $338,000. Due to the immaterial amount of the transaction, the Company recorded the net impact of the sale and expected closing costs of the Mexico operations as part of selling, general and administrative expenses.
 
Due to the immaterial nature of the Company’s Mexico operations, the Company is not reporting the termination of the Mexico operations as a discontinued operation for reporting purposes. For the years ended September 30, 2014, 2013, and 2012 the Mexico operations represented zero,1.2% and 2.1%, respectively, of total assets; zero, less than 1.0%, and 1.4%, respectively, of total revenue; and zero, 1.3%, 2.2% respectively, of net income for each period.
 
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12. LEASES
 
The Company leases its corporate offices, warehouses and certain office equipment under noncancelable operating leases.
 
A schedule of future minimum rental payments required under noncancelable operating leases is as follows:

Fiscal Year	 	Operating Lease Payments	 	
 	 	(In thousands)	 	
2015	 	$	2,024	 	
2016	 	$	1,987	 	
2017	 	$	1,627	 	
2018	 	$	1,355	 	
2019	 	$	1,333	 	
thereafter	 	$	2,334	 	
Total Minimum Lease Payments	 	$	10,660	 	
 
Rent expense during fiscals 2014, 2013 and 2012, was $2.2 million, $1.9 million and $2.0 million, respectively.
 
13. INCOME TAXES
 
The provision for income tax (expense) benefit consisted of the following for the years ended September 30, 2014, 2013 and 2012:

 	 	September 30,
2014	 	September 30,
2013	 	September 30,
2012	 	
 	 	(In thousands)	 	
Current:	 	 	 	 	 	 	 	
Federal	 	$	(17,859	)	$	(10,350	)	$	176	 	
State	 	(1,500	)	(897	)	87	 	
Foreign	 	—	 	1,076	 	(1,732	)	
 	 	(19,359	)	(10,171	)	(1,469	)	
Deferred:	 	 	 	 	 	 	 	
Federal	 	319	 	(5,807	)	3,652	 	
State	 	(593	)	(431	)	271	 	
Foreign	 	—	 	(424	)	423	 	
 	 	(274	)	(6,662	)	4,346	 	
Income tax (expense) benefit	 	$	(19,633	)	$	(16,833	)	$	2,877	 	
 
The effective income tax rates differ from the statutory U.S. federal income tax rates as follows for the years ended September 30, 2014, 2013, and 2012:

 	 	September
30,
2014	 	September 30,
2013	 	September 30,
2012	 	
Federal income tax expense at statutory rate	 	35	%	35	%	35	%	
State income tax expense, net of federal benefit	 	3	%	1.6	%	(0.6	)%	
Foreign income tax expense, net of federal benefit	 	—	%	(0.4	)%	—	%	
Change in valuation allowance	 	—	%	—	%	(47.9	)%	
Other, net	 	0.1	%	(3.7	)%	2.1	%	
Provision (benefit) for income taxes	 	38.1	%	32.5	%	(11.4	)%	
 
The “other, net” category above captures the impact of several tax expense items, including research and development tax credits, changes in reserves for uncertain tax positions, and the true-up of the Company’s income tax accounts.
 
25 

 
The Company did not have a valuation allowance on deferred tax assets recorded as of September 30, 2014 and 2013. Income before income taxes consisted of:

 	 	September 30,
2014	 	September 30,
2013	 	September 30,
2012	 	
 	 	(in thousands)	 	
United States	 	$	51,566	 	$	52,293	 	$	26,918	 	
Non-U.S.	 	(4	)	(526	)	(1,621	)	
 	 	$	51,562	 	$	51,767	 	$	25,297	 	
 
Differences between the book value and the tax basis of the Company’s assets and liabilities at September 30, 2014 and 2013 result in deferred tax assets and liabilities are as follows:

 	 	September 30,
2014	 	September 30,
2013	 	
 	 	(In thousands)	 	
Deferred tax asset — current:	 	 	 	 	 	
Allowance for doubtful accounts	 	$	322	 	$	395	 	
Inventory reserve	 	135	 	270	 	
Accruals not currently deductible for tax purposes	 	4,865	 	3,288	 	
Deferred revenue	 	397	 	338	 	
Net Operating Loss Carryforwards and Credits	 	167	 	3,527	 	
Current deferred tax asset	 	5,886	 	7,818	 	
Valuation allowance	 	—	 	—	 	
Current deferred tax asset, net	 	5,886	 	7,818	 	
Noncurrent deferred tax asset:	 	 	 	 	 	
Stock compensation expense	 	1,348	 	1,460	 	
Accruals not currently deductible for tax purposes	 	 	 	1,230	 	
Noncurrent deferred tax asset, net	 	1,348	 	2,690	 	
Valuation allowance	 	—	 	—	 	
Noncurrent deferred tax asset, net	 	1,348	 	2,690	 	
Deferred tax asset	 	$	7,234	 	$	10,508	 	
Noncurrent deferred tax liability	 	 	 	 	 	
Property and equipment, leased gaming equipment and intangible assets, due principally to depreciation and amortization differences	 	$	(9,838	)	$	(12,824	)	
Noncurrent deferred tax liability, net	 	(9,838	)	(12,824	)	
Deferred Tax Asset/(Liability)	 	$	(2,604	)	$	(2,316	)	
 
26 

 
As of September 30, 2014, the Company had no federal net operating loss carryforwards, tax affected state net operating loss carryforwards of $167,000, no federal research and development credit carryforward, and no federal alternative minimum tax credit carryforward. The net operating losses will begin to expire in varying amounts in 2031 if not utilized. There was no federal net operating loss carryforward to be utilized in fiscal 2014. During fiscal 2014, the Company utilized $15.3 million of gross state net operating loss carryforwards, which resulted in a $959,000 decrease in taxes paid. During fiscal 2013 the Company utilized $5.9 million of gross federal net operating loss carryforwards which had no effect on our income tax expense, as these carryforwards were the result of excess tax benefits associated with certain stock option exercises and the benefit was recorded to equity. During fiscal 2012, we utilized $14.1 million of gross federal net operating loss carryforwards which reduced our income tax expense by approximately $4.7 million.
 
For fiscals 2014, 2013, and 2012, the Company recorded net reductions of $8.0 million, $10.4 million, and $555,000 respectively, of its federal and state income tax liability due to the effects of stock compensation.
 
The Company maintains a valuation allowance when management believes it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in a valuation allowance from period to period are included in the tax provision in the period of change. Management evaluates the recoverability of our deferred income tax assets by assessing the need for a valuation allowance on a quarterly basis. If the Company determines that it is more likely than not that our deferred tax assets will be recovered, the valuation allowance will be reduced.
 
The Company paid taxes of $12.6 million, $4.1 million and $525,000 in fiscal 2014, 2013 and 2012, respectively; and received refunds of $9,000, $0 and $1.1 million in fiscal 2014, 2013 and 2012, respectively.
 
In fiscal 2014, the Company conducted operations in Mexico through a subsidiary treated as a disregarded entity for U.S. income tax purposes. Accordingly, income or losses are taxed or benefited, as appropriate, in the Company’s U.S. tax provision. At present, Company management determined that it is more likely than not that the Mexican operations cannot benefit from past losses, from a Mexican tax perspective. Accordingly, a full valuation allowance has been recorded against the deferred tax asset related to the Mexican net operating loss. The effect on the total income tax expense is deemed immaterial.
 
The Company accounts for uncertain tax positions under ASC 740-10-25. ASC 740-10-25 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all the relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC 740-10-25 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest, and penalties.
 
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The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended:

 	 	September 30,
2014	 	September 30,
2013	 	September 30,
2012	 	
 	 	(in thousands)	 	
Unrecognized tax benefit at the beginning of the period	 	$	—	 	$	786	 	$	637	 	
Gross increases — tax positions in prior period	 	—	 	—	 	786	 	
Gross decreases — tax positions in prior period	 	—	 	—	 	(637	)	
Gross increases — tax positions in current period	 	—	 	—	 	—	 	
Settlements	 	—	 	(786	)	—	 	
Unrecognized tax benefit at the end of the period	 	$	—	 	$	—	 	$	786	 	
 
There are no tax benefits that would affect the effective tax rate in the balance of unrecognized tax benefits at September 30, 2014, 2013 and 2012.
 
The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company had accrued interest and penalties of $0, $0 and $851,000, as of September 30, 2014, 2013 and 2012, respectively.
 
The Internal Revenue Service has concluded all phases of the examination for the tax years ended September 30, 2006, 2007, 2008, 2009 and 2010. The Company is subject to taxation in the United States, including various state jurisdictions, and Mexico. With few exceptions, the Company is no longer subject to U.S. federal and state examinations for the tax years ending prior to September 30, 2010 and 2009, respectively.
 
14. INCOME PER COMMON SHARE
 
Income per common share is computed in accordance with ASC Topic 260, “Earnings per Share.” Presented below is a reconciliation of net income available to common shareholders and the differences between weighted average common shares outstanding, which are used in computing basic income per share, and weighted average common and potential shares outstanding, which are used in computing diluted income per share.

 	 	September 30,
2014	 	September 30,
2013	 	September 30,
2012	 	
Net income available to common shareholders (in thousands)	 	$	31,929	 	$	34,934	 	$	28,174	 	
Weighted average common shares outstanding	 	29,861,079	 	28,929,177	 	27,806,840	 	
Effect of dilutive securities:	 	 	 	 	 	 	 	
Stock options and restricted shares	 	1,407,818	 	1,747,510	 	1,454,508	 	
Weighted average common and potential shares outstanding	 	31,268,897	 	30,676,687	 	29,261,348	 	
Basic income per share	 	$	1.07	 	$	1.21	 	$	1.01	 	
Diluted income per share	 	$	1.02	 	$	1.14	 	$	0.96	 	
 
In the years ended September 30, 2014, 2013 and 2012 restricted awards and options to purchase approximately 97,883, 17,726 and 538,562 shares of common stock were not included in the computation of dilutive income per share, due to their antidilutive effect or as a result of utilizing the treasury stock method.
 
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15. STOCKHOLDERS’ EQUITY
 
Preferred Stock
 
During fiscal 1995, the Company amended its articles of incorporation to provide for the issuance of up to 2,000,000 shares of Preferred Stock in such series and with such rights and preferences as may be approved by the Board of Directors. In January 1995, the Board of Directors approved a Series A Preferred Stock, which is cumulative, voting and convertible. In October 1998, the Board of Directors authorized 200,000 shares of Series B Junior Participating Preferred Stock, which is cumulative and voting. As of September 30, 2014 and 2013, there were no shares of Series A Preferred Stock or Series B Junior Participating Preferred Stock outstanding.
 
Treasury Stock
 
In November 2012, our Board of Directors approved a plan to repurchase up to $40 million of our outstanding common stock over a three-year period. The new share repurchase authorization replaces a $15 million repurchase authorization that was due to expire in December 2013 and which had approximately $3.1 million of repurchase authorization remaining. During fiscal 2014, the Company purchased 480,000 shares of its common stock for approximately $14.1 million at an average cost of $29.39 per share, exclusive of broker fees. From the inception of the program in December 2010 through September 30, 2014, the Company has purchased approximately 3 million shares of its common stock for $31 million at an average cost of $10.27 per share, exclusive of broker fees. At September 30, 2014, approximately $21.1 million remained on the repurchase authorization. Pursuant to the authorization, the Company may purchase shares from time to time in the open market, through block purchases or in privately negotiated transactions in accordance with Company policies and applicable securities laws. In addition, the Company has established a 10b5-1 plan, pursuant to which some of the purchases could be made from time to time in the open market, subject to certain pricing parameters. The actual number of shares to be purchased, if any, will depend upon market conditions, and purchases are subject to the restrictions in the Company’s Credit Agreement.
 
Stock Option Plan
 
Stock options are currently awarded under the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan, which was adopted by the Company’s shareholders on February 1, 2012. Shareholders approved the issuance of 1,900,000 shares pursuant to the 2012 Equity Incentive Plan. The number of common shares available for issuance from the 2012 Equity Incentive Plan as of September 30, 2014 is 809,021. The Company previously maintained the 1996 Stock Incentive Plan, the 1998 Senior Executive Stock Option Plan, the Ad Hoc Option Plan, the 2000 Stock Option Plan, the 2001 Stock Option Plan, the 2002 Stock Option Plan, the 2003 Outside Director Stock Option Plan, the 2008 Employment Inducement Award Plan, and the Consolidated Equity Incentive Award Plan, each of which, except the 2008 Employment Inducement Award Plan and the Ad Hoc Option Plan, was approved by the Company’s shareholders.
 
Nonqualified stock options are granted to the Company’s directors and nonqualified and incentive stock options have been granted to the Company’s officers and employees. Options granted to its officers and employees generally vest over four years and expire seven years from the date of grant. The Company expects to continue to issue stock options to new employees as they are hired, as well as to current employees as incentives from time to time. In addition, the Company expects to award continued service to the Company with other types of equity, such as restricted stock awards and restricted stock units. The Company issues new shares to satisfy stock option exercises under the plans.
 
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For the year ended September 30, 2014, the activity relating to stock option issuances under the stock option plans is as follows:

 	 	Number
of
Options	 	Weighted-
Average
Exercise
Price per
Share	 	Weighted-
Average
Remaining
Contractual
Term
(in years)	 	Aggregate
Intrinsic
Value (in
millions)	 	
Stock Options Outstanding October 1, 2012	 	3,871,630	 	5.72	 	4.67	 	$	38.9	 	
Granted	 	102,600	 	28.22	 	 	 	 	 	
Exercised	 	(1,427,673	)	6.43	 	 	 	 	 	
Forfeited	 	(44,463	)	6.79	 	 	 	 	 	
Stock Options Outstanding September 30, 2013	 	2,502,094	 	6.22	 	4.29	 	$	71.1	 	
Granted	 	55,000	 	$	30.22	 	 	 	 	 	
Exercised	 	(690,340	)	$	5.03	 	 	 	 	 	
Forfeited	 	(194,312	)	$	5.27	 	 	 	 	 	
Stock Options Outstanding September 30, 2014	 	1,672,442	 	$	7.59	 	3.65	 	$	47.3	 	
Stock Options Exercisable September 30, 2013	 	1,342,867	 	4.89	 	3.70	 	$	39.8	 	
Stock Options Exercisable September 30, 2014	 	1,241,978	 	5.48	 	3.16	 	$	37.9	 	
 
For the years ended September 30, 2014, 2013, and 2012 other information pertaining to stock options was as follows:

 	 	2014	 	2013	 	2012	 	
Weighted-average per share grant-date fair value of stock options granted	 	$	15.25	 	$	14.43	 	$	3.55	 	
Total intrinsic value of options exercised (in millions)	 	$	37.9	 	$	39.8	 	$	17.6	 	
Total grant-date fair value of stock options vested during the year (in millions)	 	$	1.1	 	$	0.3	 	$	2.2	 	
 
There were no nonvested restricted stock awards as of September 30, 2014 or 2013.
 
A summary of the status of the Company’s restricted stock units as of September 30, 2014 and changes during the year then ended is as follows:

Restricted Stock Units	 	Number
of
Options	 	Weighted-
Average
Grant-Date
Fair Value	 	
Nonvested at September 30, 2013	 	346,950	 	24.56	 	
Granted	 	119,805	 	29.32	 	
Vested	 	(104,500	)	20.45	 	
Forfeited	 	(44,100	)	21.33	 	
Nonvested at September 30, 2014	 	318,155	 	 	 	
 
Cash received from option exercises under all share-based payment arrangements for the years ended September 30, 2014, 2013 and 2012 was $3.5 million, $9.2 million and $8.7 million. For the years ended September 30, 2014, 2013, and 2012 the Company recorded net reductions of $8.3 million, $10.4 million, and $555,000, respectively, of its federal and state income tax liability, with an offsetting credit to additional paid-in capital resulting from the excess tax benefits of stock options.
 
30 

 
As of September 30, 2014, there was $8.7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.85 years. This estimate is subject to change based upon a variety of future events which include, but are not limited to, changes in estimated forfeiture rates, cancellations and the issuance of new options.
 
16. COMMITMENTS AND CONTINGENCIES
 
Litigation and Regulatory Proceedings
 
The Company is subject to the possibility of loss contingencies arising in its business and such contingencies are accounted for in accordance with ASC Topic 450, “Contingencies.” In determining loss contingencies, the Company considers the possibility of a loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recorded when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated.
 
The Company is the subject of various pending and threatened claims arising in the ordinary course of business and otherwise. The Company believes that any liability resulting from these various other claims will not have a material adverse effect on its results of operations, financial condition, or regulatory licenses or approvals; however, it is possible that extraordinary or unexpected legal fees, or a finding that our operations constitute illegal gaming, could adversely impact the Company’s financial results during a particular fiscal period. During its ordinary course of business, the Company enters into obligations to defend, indemnify and/or hold harmless various customers, officers, directors, employees, and other third parties. These contractual obligations could give rise to additional litigation costs and involvement in court proceedings.
 
David Eykyn and Mike Eykyn v. Multimedia Games Holding Company, Inc., et. al., a purported class action suit, was filed on October 3, 2014, in the United States District Court for the Western District of Texas, Austin District, against the Company, members of the Company’s board of directors and others, relating to the Merger Agreement. An amended complaint was filed on October 28, 2014, that includes putative individual, class action, and shareholder derivative claims. The suit alleges that the individual defendants breached their fiduciary duties in connection with the Merger, that the entities aided and abetted the individual defendants’ alleged breaches of fiduciary duty, and that the proxy statement that the Company filed with the Securities and Exchange Commission relating to the Merger is materially incomplete and has misleading disclosures. The suit also alleges violations of Sections 14(a) of the Securities Exchange Act and violations of 20(a) of the Securities Exchange Act against the individual defendants. The suit seeks (i) a declaration that the action be declared a class action with plaintiff certified as class representative, (ii) an injunction against the defendants from completing the Merger until certain conditions are met, (iii) rescission of the Merger; and/or (iv) resultant damages and costs.
 
Christopher Coffman v. Multimedia Games Holding Company, Inc., et. al., a purported individual, class action, and shareholder derivative suit, was filed on October 23, 2014, in the United States District Court for the Western District of Texas, Austin District, against the Company, members of the Company’s board of directors, GCA and Merger Sub, relating to the Merger Agreement. The suit alleges that the individual defendants breached their fiduciary duties in connection with the Merger, and that the entities aided and abetted the individual defendants’ alleged breaches of fiduciary duty. The suit seeks (i) a declaration that the action be declared a class action with plaintiff certified as class representative, (ii) an injunction against the defendants from completing the Merger until certain conditions are met, (iii) rescission of the Merger; and/or (iv) resultant damages and costs.
 
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Jose Maciel v. Multimedia Games Holding Company, Inc., et. al., a purported individual and class action suit, was filed on October 23, 2014, in the United States District Court for the Western District of Texas, Austin District, against the Company, members of the Company’s board of directors, GCA and Merger Sub, relating to the Merger. The suit alleges that the individual defendants breached their fiduciary duties in connection with the Merger, and that the entities aided and abetted the individual defendants’ alleged breaches of fiduciary duty. The suit seeks (i) a declaration that the action be declared a class action with plaintiff certified as class representative, (ii) an injunction against the defendants from completing the Merger until certain conditions are met, (iii) rescission of the Merger; and/or (iv) resultant damages and costs. On November 4, 2014, Mr. Maciel filed a notice of voluntary dismissal. The parties have filed an agreed motion to consolidate the remaining federal cases relating to the Merger Agreement.
 
Greggory Lewis v. Global Cash Access Holdings, Inc., et. al., No. D-1-GN-14-004324, a purported shareholder class and derivative action brought on behalf of the Company and a purported class action suit brought on behalf of similarly situated shareholders of the Company, was filed on October 15, 2014, in the District Court of Travis County, Texas, 201 st  Judicial District, against GCA, Merger Sub and members of the Company’s board of directors, with the Company included as a nominal party, relating to the Merger Agreement. The suit alleges that the individual defendants breached their fiduciary duties in connection with the Merger, and that GCA and Merger Sub aided and abetted the individual defendants’ alleged breaches of fiduciary duty, and that the proxy statement that the Company filed with the Securities and Exchange Commission relating to the Merger is materially incomplete and has misleading disclosures. The suit seeks (i) a declaration that the plaintiff may maintain the action derivatively as a representative on behalf of the Company, (ii) a declaration that the defendants have breached their fiduciary duties owed to the Company, (iii) a declaration that the action is maintainable as a class action, , (iv) a declaration that the defendants have breached their fiduciary duties owed to the Company’s shareholders, (v) an injunction against the defendants from completing the Merger until certain conditions are met, (vi) rescission of the Merger, (vi) resultant damages and costs and (vii) other equitable relief as the court may deem just and proper.
 
Alabama Litigation. The Company is currently involved in two lawsuits, as further described below, related to its former charity bingo operations in the State of Alabama. While the Company believes that these lawsuits are not material from a pure damages perspective, a finding in either of these cases that electronic charity bingo was illegal in Alabama during the pertinent time frame could potentially have a material adverse regulatory consequence for the Company in other jurisdictions in which the Company operates. The lawsuits are currently pending in federal court, and include claims related to the alleged illegality of electronic charity bingo in the State of Alabama.
 
32 

 
Dollie Williams, et al., v. Macon County Greyhound Park, Inc., et al., a civil action, was filed on March 8, 2010, in the United States District Court for the Middle District of Alabama, Eastern Division, against the Company and others. The plaintiffs, who claim to have been patrons of VictoryLand, allege that the Company participated in gambling operations that violated Alabama state law by supplying to VictoryLand purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs have requested that the court certify the action as a class action. On March 29, 2013, the court entered an order granting the plaintiffs’ motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the Eleventh Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On June 18, 2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal. Following briefing and oral argument, on April 2, 2014 the Eleventh Circuit Court of Appeals entered an order reversing the district court’s ruling on class certification and remanding the case to the district court. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome. A finding in this case that electronic bingo was illegal in Alabama during the pertinent time frame could have adverse regulatory consequences for the Company in other jurisdictions.
 
Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, the Company and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of White Hall, allege that the Company participated in gambling operations that violated Alabama state law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs have requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the case to the United States District Court for the Middle District of Alabama, Northern Division. The court has not ruled on the plaintiffs’ motion for class certification. The Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make any prediction as to the ultimate outcome. A finding in this case that electronic bingo was illegal in Alabama during the pertinent time frame could have adverse regulatory consequences to the Company in other jurisdictions.
 
17. CONCENTRATIONS OF CREDIT RISK
 
The Company maintains its cash in bank deposit accounts which at times may exceed the federal depository insurance limits. At September 30, 2014 and 2013, the Company had concentrations of cash in one bank totaling approximately $134 million and $97 million, respectively. The Company reviews the credit worthiness of all of the financial institutions it does business with and has not experienced any losses on such accounts in the past.
 
Accounts receivable represent short-term credit granted to customers for which collateral is generally not required. As of September 30, 2014 and 2013, approximately 59% and 68%, respectively, of the Company’s accounts receivable were from Native American tribes or their gaming enterprises.
 
33 

 
In addition, a large percentage of these tribes have their reservations and gaming operations in the state of Oklahoma. Despite the industry and geographic concentrations related to the Company’s customers, due to the historical experience of the Company on receivable collections, management considers credit risk to be minimal with respect to accounts receivable. At September 30, 2014 and 2013, the following concentrations existed in the Company’s accounts receivable, as a percentage of total accounts receivable:

 	 	September 30,	 	
 	 	2014	 	2013	 	
Customer A	 	9	%	7	%	
 
For the years ended September 30, 2014, 2013 and 2012, the following customers accounted for more than 10% of the Company’s total revenues (net of accretion):

 	 	September 30,	 	
 	 	2014	 	2013	 	2012	 	
Customer A	 	18	%	23	%	30	%	
Customer B	 	7	%	10	%	11	%	
 
Approximately 28%, 33% and 40% of the Company’s total revenues (net of accretion) for the years ended September 30, 2014, 2013 and 2012, respectively, were from tribes located in Oklahoma.
 
While the Company believes that its relationships with all of its customers are good, the loss of any of these customers would have a material and adverse effect upon its financial condition and results of operations and cash flows.
 
At September 30, 2014 and 2013 one tribe represented approximately 50% and 100% respectively, of the net notes receivable balance, which related to advances under development agreements.
 
18. SUPPLEMENTAL CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)

 	 	Quarters Ended	 	
 	 	December 31,
2013	 	March 31,
2014	 	June 30,
2014	 	September 30,
2014	 	
 	 	(In thousands, except per-share amounts)	 	
Total revenues	 	$	59,159	 	$	58,177	 	$	50,270	 	$	50,523	 	
Operating income	 	$	15,022	 	$	17,425	 	$	12,522	 	$	6,946	 	
Income before taxes	 	$	14,870	 	$	17,279	 	$	12,394	 	$	7,020	 	
Net income	 	$	9,543	 	$	10,968	 	$	7,632	 	$	3,787	 	
Diluted earnings per share	 	$	0.31	 	$	0.35	 	$	0.25	 	$	0.12	 	
Weighted average common shares outstanding, diluted	 	31,047	 	31,024	 	30,641	 	30,903	 	

 	 	Quarters Ended	 	
 	 	December 31,
2012	 	March 31,
2013	 	June 30,
2013	 	September 30,
2013	 	
 	 	(In thousands, except per-share amounts)	 	
Total revenues	 	$	44,302	 	$	46,571	 	$	48,105	 	$	50,388	 	
Operating income	 	$	11,443	 	$	13,921	 	$	13,975	 	$	13,043	 	
Income before taxes	 	$	11,327	 	$	13,795	 	$	13,783	 	$	12,862	 	
Net income	 	$	7,113	 	$	9,343	 	$	8,449	 	$	10,029	 	
Diluted earnings per share	 	$	0.24	 	$	0.31	 	$	0.28	 	$	0.32	 	
Weighted average common shares outstanding, diluted	 	30,017	 	30,348	 	30,710	 	30,936	 	
 
During the fourth quarter of fiscal 2014, the Company recorded expense of $6.6 million due to merger related activities that resulted in a significant decrease in operating income.
 
34 

 
19. SUBSEQUENT EVENTS
 
On April 29, 2014, Multimedia Games, Inc., a wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “PokerTek Merger Agreement”) with PokerTek, Inc., a North Carolina corporation (“PTEK”), and 23 Acquisition Co., a North Carolina corporation and a wholly owned subsidiary of Multimedia Games, Inc. (“PokerTek Merger Sub”). The PokerTek Merger Agreement provides for the merger of PokerTek Merger Sub with and into PTEK (the “PokerTek Merger”), with PTEK surviving the PokerTek Merger as a wholly owned subsidiary of Multimedia Games, Inc. On October 1, 2014, Multimedia Games, Inc. completed the previously announced acquisition of PokerTek, Inc., for total cash consideration of approximately $13.5 million.
 
On September 8, 2014, the Company entered into the Merger Agreement with GCA and Merger Sub, pursuant to which, subject to satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company, which will survive the Merger as a wholly owned subsidiary of GCA. On September 26, 2014, the Company received notice from the Federal Trade Commission of the early termination of the waiting period applicable to the consummation of the Merger under the HSR Act. There are a number of risks and uncertainties associated with the consummation of the Merger with GCA, and completion of the Merger is contingent upon customary closing conditions, including approval of the Merger Agreement by the Company’s shareholders at a special meeting currently scheduled for December 3, 2014 or at any adjournment or postponement thereof and receipt of regulatory approvals.
 
20.        C ONDENSED CONSOLIDATING FINANCIAL INFORMATION
 
On October 23, 2015, Everi Holdings Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Parent”) filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to satisfy certain obligations under the registration rights agreement for the $350,000,000 10.00% Senior Unsecured Notes due 2022 (the “Notes”), issued by Everi Payments Inc. (formerly known as Global Cash Access Holdings, Inc.) (“Subsidiary Issuer”).  Subsidiary Issuer’s obligations under the Notes are fully and unconditionally guaranteed, subject to certain customary release provisions, on a joint and several basis by Parent and substantially all of its 100%-owned U.S. subsidiaries other than Subsidiary Issuer (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors” and each a “Guarantor” ).  The guarantees of the Notes will be released under the following customary circumstances: (i) the sale or disposition of all or substantially all of the assets of the Guarantor (by way of merger, consolidation, or otherwise) to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary; (ii) the sale or disposition of sufficient capital stock of the Guarantor to a person that is not (either before or after giving effect to such transaction) Parent, Subsidiary Issuer or a restricted subsidiary and the Guarantor ceases to be a restricted subsidiary of Subsidiary Issuer as a result of the sale or other disposition; (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the indenture governing the Notes; or (iv) the legal or covenant defeasance of the Notes or the satisfaction and discharge of the indenture governing the Notes.
 
Rule 3-10 of Regulation S-X requires that the Company’s audited financial statements incorporated by reference into the Parent Registration Statement include, in a footnote, certain condensed consolidating financial information relating to the Guarantor Subsidiaries of the Company and the subsidiaries of the Company that are not Guarantor Subsidiaries. Rule 3-10(g) of Regulation S-X also requires that when a subsidiary has not been included in the audited consolidated results of the parent company for at least nine months of the most recent fiscal year, audited condensed consolidating financial information must be filed for the subsidiary’s most recent fiscal year preceding the acquisition and unaudited condensed consolidating financial information must be filed for any interim periods after the annual period as well as for any comparative interim periods.
 
Presented below is condensed consolidating financial information for (a) Parent, (b) Subsidiary Issuer, (c) the Guarantor Subsidiaries and (d) our U.S. subsidiaries that are not Guarantor Subsidiaries and our foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) as of September 30, 2014 and September 30, 2013 and for each of the three years in the period ended September 30, 2014, 2013 and 2012. The condensed consolidating financial information has been presented to show the nature of assets held and the results of operations and cash flows of Parent, Subsidiary Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries assuming that the guarantee structure of the Notes had been in effect at the beginning of the periods presented.
 
35 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended September 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gaming operations	 	$	—	 	$	—	 	$	147,897	 	$	—	 	$	—	 	$	147,897	 	
Gaming equipment and system sales	 	—	 	—	 	68,030	 	—	 	—	 	68,030	 	
Other	 	—	 	—	 	2,202	 	—	 	—	 	2,202	 	
Total revenues	 	—	 	—	 	218,129	 	—	 	—	 	218,129	 	
Operating costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of gaming operations revenue	 	—	 	—	 	15,136	 	—	 	—	 	15,136	 	
Cost of equipment and system sales	 	—	 	—	 	31,797	 	—	 	—	 	31,797	 	
Selling, general and administrative expenses	 	—	 	—	 	58,719	 	1	 	—	 	58,720	 	
Write-off, reserve, impairment & settlement charges	 	—	 	—	 	—	 	—	 	—	 	—	 	
Research and development	 	—	 	—	 	17,174	 	—	 	—	 	17,174	 	
Amortization and depreciation	 	—	 	—	 	43,388	 	—	 	—	 	43,388	 	
Total operating costs and expenses	 	—	 	—	 	166,214	 	1	 	—	 	166,215	 	
Operating income (loss)	 	—	 	—	 	51,915	 	(1	)	—	 	51,914	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	—	 	—	 	412	 	—	 	—	 	412	 	
Interest expense	 	—	 	—	 	(930	)	—	 	—	 	(930	)	
Equity in loss of subsidiaries	 	—	 	—	 	(5	)	—	 	5	 	—	 	
Other income (loss)	 	—	 	—	 	170	 	(4	)	—	 	166	 	
Income (loss) before income taxes	 	—	 	—	 	51,562	 	(5	)	5	 	51,562	 	
Income tax expense	 	—	 	—	 	(19,633	)	—	 	—	 	(19,633	)	
Net income (loss)	 	—	 	—	 	31,929	 	(5	)	5	 	31,929	 	
Foreign currency translation	 	—	 	—	 	—	 	—	 	—	 	—	 	
Comprehensive income (loss)	 	$	—	 	$	—	 	$	31,929	 	$	(5	)	$	5	 	$	31,929	 	
 
36 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended September 30, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gaming operations	 	$	—	 	$	—	 	$	132,551	 	$	89	 	$	—	 	$	132,640	 	
Gaming equipment and system sales	 	—	 	—	 	54,539	 	—	 	—	 	54,539	 	
Other	 	—	 	—	 	2,187	 	—	 	—	 	2,187	 	
Total revenues	 	—	 	—	 	189,277	 	89	 	—	 	189,366	 	
Operating costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of gaming operations revenue	 	—	 	—	 	13,799	 	4	 	—	 	13,803	 	
Cost of equipment and system sales	 	—	 	—	 	23,143	 	—	 	—	 	23,143	 	
Selling, general and administrative expenses	 	—	 	—	 	47,789	 	561	 	—	 	48,350	 	
Write-off, reserve, impairment & settlement charges	 	—	 	—	 	—	 	—	 	—	 	—	 	
Research and development	 	—	 	—	 	16,842	 	—	 	—	 	16,842	 	
Amortization and depreciation	 	—	 	—	 	34,796	 	50	 	—	 	34,846	 	
Total operating costs and expenses	 	—	 	—	 	136,369	 	615	 	—	 	136,984	 	
Operating income (loss)	 	—	 	—	 	52,908	 	(526	)	—	 	52,382	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	—	 	—	 	491	 	—	 	—	 	491	 	
Interest expense	 	—	 	—	 	(1,139	)	—	 	—	 	(1,139	)	
Equity in loss of subsidiaries	 	—	 	—	 	(526	)	—	 	526	 	—	 	
Other income	 	—	 	—	 	33	 	—	 	—	 	33	 	
Income (loss) before income taxes	 	—	 	—	 	51,767	 	(526	)	526	 	51,767	 	
Income tax expense	 	—	 	—	 	(16,833	)	—	 	—	 	(16,833	)	
Net income (loss)	 	—	 	—	 	34,934	 	(526	)	526	 	34,934	 	
Foreign currency translation	 	—	 	—	 	329	 	329	 	(329	)	329	 	
Comprehensive income (loss)	 	$	—	 	$	—	 	$	35,263	 	$	(197	)	$	197	 	$	35,263	 	
 
37 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(in thousands)

 	 	Year Ended September 30, 2012	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gaming operations	 	$	—	 	$	—	 	$	111,005	 	$	1,005	 	$	—	 	$	112,010	 	
Gaming equipment and system sales	 	—	 	—	 	42,539	 	254	 	—	 	42,793	 	
Other	 	—	 	—	 	1,373	 	—	 	—	 	1,373	 	
Total revenues	 	—	 	—	 	154,917	 	1,259	 	—	 	156,176	 	
Operating costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of gaming operations revenue	 	—	 	—	 	12,519	 	28	 	—	 	12,547	 	
Cost of equipment and system sales	 	—	 	—	 	18,374	 	174	 	—	 	18,548	 	
Selling, general and administrative expenses	 	—	 	—	 	44,161	 	2,290	 	—	 	46,451	 	
Write-off, reserve, impairment & settlement charges	 	—	 	—	 	—	 	1,187	 	—	 	1,187	 	
Research and development	 	—	 	—	 	15,082	 	—	 	—	 	15,082	 	
Amortization and depreciation	 	—	 	—	 	37,919	 	351	 	—	 	38,270	 	
Total operating costs and expenses	 	—	 	—	 	128,055	 	4,030	 	—	 	132,085	 	
Operating income (loss)	 	—	 	—	 	26,862	 	(2,771	)	—	 	24,091	 	
Other income (expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	—	 	—	 	1,553	 	—	 	—	 	1,553	 	
Interest expense	 	—	 	—	 	(1,392	)	—	 	—	 	(1,392	)	
Equity in loss of subsidiaries	 	—	 	—	 	(2,809	)	—	 	2,809	 	—	 	
Other income (loss)	 	—	 	—	 	1,083	 	(38	)	—	 	1,045	 	
Income (loss) before income taxes	 	—	 	—	 	25,297	 	(2,809	)	2,809	 	25,297	 	
Income tax benefit	 	—	 	—	 	2,877	 	—	 	—	 	2,877	 	
Net income (loss)	 	—	 	—	 	28,174	 	(2,809	)	2,809	 	28,174	 	
Foreign currency translation	 	—	 	—	 	123	 	123	 	(123	)	123	 	
Comprehensive income (loss)	 	$	—	 	$	—	 	$	28,297	 	$	(2,686	)	$	2,686	 	$	28,297	 	
 
38 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At September 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	—	 	$	138,043	 	$	43	 	$	—	 	$	138,086	 	
Accounts receivable, net	 	—	 	—	 	25,149	 	116	 	—	 	25,265	 	
Inventory	 	—	 	—	 	12,412	 	—	 	—	 	12,412	 	
Notes receivable, current	 	—	 	—	 	2,375	 	—	 	—	 	2,375	 	
Deferred tax asset	 	—	 	—	 	5,886	 	—	 	—	 	5,886	 	
Prepaid expenses and other	 	—	 	—	 	4,440	 	—	 	—	 	4,440	 	
Federal and state income tax receivable	 	—	 	—	 	4,400	 	—	 	—	 	4,400	 	
Total current assets	 	—	 	—	 	192,705	 	159	 	—	 	192,864	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment and leased gaming equipment, net	 	—	 	—	 	76,862	 	—	 	—	 	76,862	 	
Intangible assets, net	 	—	 	—	 	32,022	 	—	 	—	 	32,022	 	
Notes receivable, non-current	 	—	 	—	 	5,368	 	—	 	—	 	5,368	 	
Investment in subsidiaries	 	—	 	—	 	2,576	 	—	 	(2,576	)	—	 	
Deferred tax asset, non-current	 	—	 	—	 	1,348	 	—	 	—	 	1,348	 	
Value added tax receivable, net	 	—	 	—	 	—	 	2,911	 	—	 	2,911	 	
Other assets	 	—	 	—	 	2,862	 	775	 	—	 	3,637	 	
Total non-current assets	 	—	 	—	 	121,038	 	3,686	 	(2,576	)	122,148	 	
Total assets	 	$	—	 	$	—	 	$	313,743	 	$	3,845	 	$	(2,576	)	$	315,012	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current portion of long-term debt	 	$	—	 	$	—	 	$	3,700	 	$	—	 	$	—	 	$	3,700	 	
Accounts payable and accrued liabilities	 	—	 	—	 	32,729	 	1,269	 	—	 	33,998	 	
Deferred revenue	 	—	 	—	 	447	 	—	 	—	 	447	 	
Total current liabilities	 	—	 	—	 	36,876	 	1,269	 	—	 	38,145	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt, less current portion	 	—	 	—	 	22,200	 	—	 	—	 	22,200	 	
Long-term deferred tax liability	 	—	 	—	 	9,838	 	—	 	—	 	9,838	 	
Other long-term liabilities	 	—	 	—	 	471	 	—	 	—	 	471	 	
Total non-current liabilities	 	—	 	—	 	32,509	 	—	 	-—	 	32,509	 	
Total liabilities	 	—	 	—	 	69,385	 	1,269	 	—	 	70,654	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock: Series A	 	—	 	—	 	—	 	—	 	—	 	—	 	
Preferred stock: Series B	 	—	 	—	 	—	 	—	 	—	 	—	 	
Common stock	 	—	 	—	 	386	 	—	 	—	 	386	 	
Additional paid-in capital	 	—	 	—	 	148,828	 	6,696	 	(6,696	)	148,828	 	
Treasury stock, at cost	 	—	 	—	 	(81,002	)	—	 	—	 	(81,002	)	
Retained earnings (deficit)	 	—	 	—	 	176,146	 	(4,120	)	4,120	 	176,146	 	
Total stockholders’ equity	 	—	 	—	 	244,358	 	2,576	 	(2,576	)	244,358	 	
Total liabilities and stockholders’ equity	 	$	—	 	$	—	 	$	313,743	 	$	3,845	 	$	(2,576	)	$	315,012	 	
 
39 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)

 	 	At September 30, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—	 	$	—	 	$	102,362	 	$	270	 	$	—	 	$	102,632	 	
Accounts receivable, net	 	—	 	—	 	26,562	 	4	 	—	 	26,566	 	
Inventory	 	—	 	—	 	12,429	 	—	 	—	 	12,429	 	
Notes receivable, current	 	—	 	—	 	2,093	 	—	 	—	 	2,093	 	
Deferred tax asset	 	—	 	—	 	7,818	 	—	 	—	 	7,818	 	
Prepaid expenses and other	 	—	 	—	 	2,333	 	90	 	—	 	2,423	 	
Federal and state income tax receivable	 	—	 	—	 	2,855	 	—	 	—	 	2,855	 	
Total current assets	 	—	 	—	 	156,452	 	364	 	—	 	156,816	 	
Non-current assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment and leased gaming equipment, net	 	—	 	—	 	77,439	 	19	 	—	 	77,458	 	
Intangible assets, net	 	—	 	—	 	34,723	 	—	 	—	 	34,723	 	
Notes receivable, non-current	 	—	 	—	 	4,841	 	—	 	—	 	4,841	 	
Investment in subsidiaries	 	—	 	—	 	2,580	 	—	 	(2,580	)	—	 	
Deferred tax asset, non-current	 	—	 	—	 	2,690	 	—	 	—	 	2,690	 	
Value added tax receivable, net	 	—	 	—	 	—	 	2,862	 	—	 	2,862	 	
Other assets	 	—	 	—	 	1,336	 	799	 	—	 	2,135	 	
Total non-current assets	 	—	 	—	 	123,609	 	3,680	 	(2,580	)	124,709	 	
Total assets	 	$	—	 	$	—	 	$	280,061	 	$	4,044	 	$	(2,580	)	$	281,525	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current portion of long-term debt	 	$	—	 	$	—	 	$	3,700	 	$	—	 	$	—	 	$	3,700	 	
Accounts payable and accrued liabilities	 	—	 	—	 	27,665	 	1,464	 	—	 	29,129	 	
Deferred revenue	 	—	 	—	 	520	 	—	 	—	 	520	 	
Total current liabilities	 	—	 	—	 	31,885	 	1,464	 	—	 	33,349	 	
Non-current liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt, less current portion	 	—	 	—	 	25,900	 	—	 	—	 	25,900	 	
Long-term deferred tax liability	 	—	 	—	 	12,824	 	—	 	—	 	12,824	 	
Other long-term liabilities	 	—	 	—	 	511	 	—	 	—	 	511	 	
Total non-current liabilities	 	—	 	—	 	39,235	 	—	 	—	 	39,235	 	
Total liabilities	 	—	 	—	 	71,120	 	1,464	 	—	 	72,584	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock: Series A	 	—	 	—	 	—	 	—	 	—	 	—	 	
Preferred stock: Series B	 	—	 	—	 	—	 	—	 	—	 	—	 	
Common stock	 	—	 	—	 	378	 	—	 	—	 	378	 	
Additional paid-in capital	 	—	 	—	 	131,232	 	6,696	 	(6,696	)	131,232	 	
Treasury stock, at cost	 	—	 	—	 	(66,886	)	—	 	—	 	(66,886	)	
Retained earnings (deficit)	 	—	 	—	 	144,217	 	(4,116	)	4,116	 	144,217	 	
Total stockholders’ equity	 	—	 	—	 	208,941	 	2,580	 	(2,580	)	208,941	 	
Total liabilities and stockholders’ equity	 	$	—	 	$	—	 	$	280,061	 	$	4,044	 	$	(2,580	)	$	281,525	 	
 
40 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended September 30, 2014	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	—	 	$	—	 	$	31,929	 	$	(5	)	$	5	 	$	31,929	 	
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization and depreciation	 	—	 	—	 	43,388	 	—	 	—	 	43,388	 	
Accretion of contract rights	 	—	 	—	 	9,357	 	—	 	—	 	9,357	 	
Equity in loss of subsidiaries	 	—	 	—	 	5	 	—	 	(5	)	—	 	
Share-based compensation	 	—	 	—	 	5,874	 	—	 	—	 	5,874	 	
Other non-cash items	 	—	 	—	 	(214	)	19	 	—	 	(195	)	
Deferred income taxes	 	—	 	—	 	287	 	—	 	—	 	287	 	
Interest income from imputed interest	 	—	 	—	 	(228	)	—	 	—	 	(228	)	
Changes in operating assets and liabilities	 	—	 	—	 	2,132	 	(241	)	—	 	1,891	 	
Net cash provided by (used in) operating activities	 	—	 	—	 	92,530	 	(227	)	—	 	92,303	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of property and equipment and leased gaming equipment	 	—	 	—	 	(35,408	)	—	 	—	 	(35,408	)	
Capitalized labor and aacquisition of intangible assets	 	—	 	—	 	(13,114	)	—	 	—	 	(13,114	)	
Advances under development and placement fee agreements	 	—	 	—	 	(795	)	—	 	—	 	(795	)	
Advances under promissory notes	 	—	 	—	 	(4,750	)	—	 	—	 	(4,750	)	
Repayments under development agreements	 	—	 	—	 	3,304	 	—	 	—	 	3,304	 	
Net cash used in investing activities	 	—	 	—	 	(50,763	)	—	 	—	 	(50,763	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from exercise of stock options	 	—	 	—	 	3,472	 	—	 	—	 	3,472	 	
Tax benefit from exercise of stock options	 	—	 	—	 	8,258	 	—	 	—	 	8,258	 	
Principal payments on long-term debt	 	—	 	—	 	(3,700	)	—	 	—	 	(3,700	)	
Purchase of treasury stock	 	—	 	—	 	(14,116	)	—	 	—	 	(14,116	)	
Net cash used in financing activities	 	—	 	—	 	(6,086	)	—	 	—	 	(6,086	)	
Effect of exchange rates on cash	 	—	 	—	 	—	 	—	 	—	 	—	 	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) for the year	 	—	 	—	 	35,681	 	(227	)	—	 	35,454	 	
Balance, beginning of the year	 	—	 	—	 	102,362	 	270	 	—	 	102,632	 	
Balance, end of the year	 	$	—	 	$	—	 	$	138,043	 	$	43	 	$	—	 	$	138,086	 	
 
41 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended September 30, 2013	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	—	 	$	—	 	$	34,934	 	$	(526	)	$	526	 	$	34,934	 	
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	—	 	
Amortization and depreciation	 	—	 	—	 	34,796	 	50	 	—	 	34,846	 	
Accretion of contract rights	 	—	 	—	 	8,468	 	—	 	—	 	8,468	 	
Equity in loss of subsidiaries	 	—	 	—	 	526	 	—	 	(526	)	—	 	
Share-based compensation	 	—	 	—	 	3,926	 	—	 	—	 	3,926	 	
Other non-cash items	 	—	 	—	 	1,434	 	67	 	—	 	1,501	 	
Deferred income taxes	 	—	 	—	 	6,662	 	—	 	—	 	6,662	 	
Interest income from imputed interest	 	—	 	—	 	(376	)	—	 	—	 	(376	)	
Changes in operating assets and liabilities	 	—	 	—	 	(13,176	)	(272	)	—	 	(13,448	)	
Net cash provided by (used in) operating activities	 	—	 	—	 	77,194	 	(681	)	—	 	76,513	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of property and equipment and leased gaming equipment	 	—	 	—	 	(48,624	)	—	 	—	 	(48,624	)	
Capitalized labor and aacquisition of intangible assets	 	—	 	—	 	(9,260	)	—	 	—	 	(9,260	)	
Advances under development and placement fee agreements	 	—	 	—	 	(8,535	)	—	 	—	 	(8,535	)	
Repayments under development agreements	 	—	 	—	 	7,749	 	—	 	—	 	7,749	 	
Net cash used in investing activities	 	—	 	—	 	(58,670	)	—	 	—	 	(58,670	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from exercise of stock options	 	—	 	—	 	9,176	 	—	 	—	 	9,176	 	
Tax benefit from exercise of stock options	 	—	 	—	 	10,396	 	—	 	—	 	10,396	 	
Principal payments on long-term debt	 	—	 	—	 	(3,700	)	—	 	—	 	(3,700	)	
Purchase of treasury stock	 	—	 	—	 	(4,838	)	—	 	—	 	(4,838	)	
Net cash provided by financing activities	 	—	 	—	 	11,034	 	—	 	—	 	11,034	 	
Effect of exchange rates on cash	 	—	 	—	 	—	 	—	 	—	 	—	 	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) for the year	 	—	 	—	 	29,558	 	(681	)	—	 	28,877	 	
Balance, beginning of the year	 	—	 	—	 	72,804	 	951	 	—	 	73,755	 	
Balance, end of the year	 	$	—	 	$	—	 	$	102,362	 	$	270	 	$	—	 	$	102,632	 	
 
42 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)

 	 	Year Ended September 30, 2012	 	
 	 	Parent	 	Subsidiary
Issuer	 	Guarantor
Subsidiaries	 	Non-
Guarantor
Subsidiaries	 	Eliminations	 	Total	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	—	 	$	—	 	$	28,174	 	$	(2,809	)	$	2,809	 	$	28,174	 	
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization and depreciation	 	—	 	—	 	37,919	 	351	 	—	 	38,270	 	
Accretion of contract rights	 	—	 	—	 	7,700	 	—	 	—	 	7,700	 	
Equity in loss of subsidiaries	 	—	 	—	 	2,809	 	—	 	(2,809	)	—	 	
Share-based compensation	 	—	 	—	 	3,418	 	—	 	—	 	3,418	 	
Other non-cash items	 	—	 	—	 	230	 	1,175	 	—	 	1,405	 	
Deferred income taxes	 	—	 	—	 	(4,346	)	—	 	—	 	(4,346	)	
Interest income from imputed interest	 	—	 	—	 	(1,292	)	—	 	—	 	(1,292	)	
Changes in operating assets and liabilities	 	—	 	—	 	834	 	380	 	—	 	1,214	 	
Net cash provided by (used in) operating activities	 	—	 	—	 	75,446	 	(903	)	—	 	74,543	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition of property and equipment and leased gaming equipment	 	—	 	—	 	(45,220	)	—	 	—	 	(45,220	)	
Capitalized labor and aacquisition of intangible assets	 	—	 	—	 	(6,102	)	—	 	—	 	(6,102	)	
Advances under development and placement fee agreements	 	—	 	—	 	(15,575	)	—	 	—	 	(15,575	)	
Repayments under development agreements	 	—	 	—	 	15,846	 	—	 	—	 	15,846	 	
Net cash used in investing activities	 	—	 	—	 	(51,051	)	—	 	—	 	(51,051	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from exercise of stock options	 	—	 	—	 	8,733	 	—	 	—	 	8,733	 	
Tax benefit from exercise of stock options	 	—	 	—	 	554	 	—	 	—	 	554	 	
Principal payments on long-term debt	 	—	 	—	 	(3,700	)	—	 	—	 	(3,700	)	
Proceeds from capital leases	 	—	 	—	 	894	 	—	 	—	 	894	 	
Principal payments on capital leases	 	—	 	—	 	(894	)	—	 	—	 	(894	)	
Purchase of treasury stock	 	—	 	—	 	(1,884	)	—	 	—	 	(1,884	)	
Net cash provided by financing activities	 	—	 	—	 	3,703	 	—	 	—	 	3,703	 	
Effect of exchange rates on cash	 	—	 	—	 	—	 	(150	)	—	 	(150	)	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) for the year	 	—	 	—	 	28,098	 	(1,053	)	—	 	27,045	 	
Balance, beginning of the year	 	—	 	—	 	44,706	 	2,004	 	—	 	46,710	 	
Balance, end of the year	 	$	—	 	$	—	 	$	72,804	 	$	951	 	$	—	 	$	73,755	 	
 
43 

 
MULTIMEDIA GAMES HOLDING COMPANY, INC.
Schedule II — Valuation and Qualifying Accounts
 
Allowance for Doubtful Accounts

 	 	Balance at
Beginning of
Period	 	(Recoveries)/
Additions	 	Deductions	 	Balance at
End of
Period	 	
 	 	(In thousands)	 	
Year Ended September 30, 2014	 	$	342	 	$	(192	)	$	—	 	$	150	 	
Year Ended September 30, 2013	 	$	266	 	$	76	 	$	—	 	$	342	 	
Year Ended September 30, 2012	 	$	400	 	$	(100	)	$	34	 	$	266	 	
 
Valuation Allowance on Deferred Tax Assets

 	 	Balance at
Beginning of
Period	 	Additions	 	Deductions	 	Balance at
End of
Period	 	
 	 	(In thousands)	 	
Year Ended September 30, 2014	 	$	—	 	$	—	 	$	—	 	$	—	 	
Year Ended September 30, 2013	 	$	—	 	$	—	 	$	—	 	$	—	 	
Year Ended September 30, 2012	 	$	12,651	 	$	—	 	$	12,651	 	$	—	 	
 
Value Added Tax Allowance

 	 	Balance at
Beginning of
Period	 	Additions	 	Deductions	 	Balance at
End of
Period	 	
 	 	(In thousands)	 	
Year Ended September 30, 2014	 	$	707	 	$	—	 	$	—	 	$	707	 	
Year Ended September 30, 2013	 	$	722	 	$	—	 	$	15	 	$	707	 	
Year Ended September 30, 2012 (1)	 	$	817	 	$	37	 	$	132	 	$	722	 	

(1)  Additions in 2012 were due to foreign currency changes.
 
44 

Exhibit 99.4
 
Part I
 
Item 1. Business.
 
Note: The information contained in this Item has been updated to reflect a change to operating segments discussed in the notes to the financial statements. This Item has not been updated to reflect any other changes since the filing of the 2014 Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”). For significant developments since the filing of the 2014 Annual Report, please refer to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015.
 
Overview
 
GCA is dedicated to providing integrated gaming payments solutions, video and mechanical reel gaming content and technology solutions, as well as compliance and efficiency software. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point-of-sale (“POS”) debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and, (e) online payment processing solutions for gaming operators in States that offer intra-state, Internet-based gaming and lottery activities. The Company’s Games business, under the Multimedia Games brand, provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award-winning TournEvent® slot tournament solution; and, (b) the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York.
 
Holdings was formed as a Delaware limited liability company on February 4, 2004 and was converted to a Delaware corporation on May 14, 2004. Our principal executive offices are located at 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113. Our telephone number is (800) 833-7110. Our website address is www.gcainc.com. The information on our website is not part of this Annual Report on Form 10-K or our other filings with the SEC.
 
Recent Developments
 
On December 19, 2014, Holdings completed its acquisition of Multimedia Games. Pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2014 (the “Merger Agreement”), by and among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (“Merger Sub”), and Multimedia Games, Merger Sub merged with and into Multimedia Games, with Multimedia Games continuing as the surviving corporation (the “Merger”). In the Merger, Multimedia Games became a wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of Multimedia Games, other than shares held by Holdings, Multimedia Games, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive $36.50 in cash, without interest (“Merger Consideration”). In addition, as of the effective time of the Merger:
 
·                   each outstanding option to purchase Multimedia Games common stock granted prior to September 8, 2014, whether vested or unvested, was canceled in exchange for the right to receive a cash payment equal to the number of shares of Multimedia Games common stock subject to such option multiplied by the excess of the Merger Consideration over the exercise price of such option;
 
·                   each outstanding equity-based award of Multimedia Games that was subject to performance-based conditions, whether vested or unvested, was canceled in exchange for the right to receive a cash payment equal to the number of shares of Multimedia Games common stock subject to such performance share award (assuming achievement of the applicable performance-based conditions at the maximum level) multiplied by the Merger Consideration;

 
·                   each outstanding Multimedia Games restricted stock unit award (“RSU”) granted on or prior to September 8, 2014, whether vested or unvested, was canceled in exchange for the right to receive the Merger Consideration multiplied by the number of Multimedia Games shares subject to such RSU; and
 
·                   each option to purchase shares of Multimedia Games common stock granted after September 8, 2014, was converted into a new award covering shares of Holdings common stock using a customary exchange ratio of the Merger Consideration to Holdings’ stock price on the closing date of the Merger.
 
The cash amounts described above (collectively, the “Total Merger Consideration”) totaled approximately $1.1 billion. To fund the Merger, we entered into a credit facility consisting of a $500.0 million, six-year senior secured term loan facility (the “Term Loan”) and a $50.0 million, five-year senior secured revolving credit facility (“Revolving Credit Facility”, and together with the Term Loan, the “Credit Facility”) and issued $350.0 million aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the “Secured Notes”), and $350.0 million aggregate principal amount of 10.00% Senior Unsecured Notes due 2022 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”). The Revolving Credit Facility remained undrawn at the closing of the Merger.
 
Multimedia Games designs, manufactures and supplies gaming machines and systems to commercial and Native American casino operators as well as select lottery operators and commercial bingo facility operators. Multimedia Games’ revenue is generated from the operation of gaming machines in revenue sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary game themes.
 
Multimedia Games operates in the Class II and Class III slot markets. The Class II market, which consists of bingo, both in traditional and electronic form, is regulated by tribal governments with the oversight of the National Indian Gaming Commission (“NIGC”). Class II games are not subject to gaming taxes. The Class III market consists of casino style games, including traditional slot machines located in both commercial and tribal casinos. Class III gaming on Native American tribal lands is subject to the negotiation of a compact between the tribe and the state in which the tribe plans to operate, or operates a gaming facility. These tribal state compacts typically include provisions entitling the state to receive a portion of the tribe’s gaming revenue.
 
Throughout Part I of this Annual Report on Form 10-K, except as otherwise specified, we have described our business as currently operated, giving effect to the Merger.
 
Our Business Segments
 
Our operating segments were previously organized and managed under five business segments: (a) Cash Advance, (b) ATM, (c) Check Services, (d) Games, and (e) Other. During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. Beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments. We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance beginning in 2015. This change had no impact on our consolidated financial statements.
 
We now organize and manage our operations across the following two business segments: (a) Games, and (b) Payments. Each of these segments is monitored by our management for performance against its internal forecast and is consistent with our internal management reporting
 
A summary of our segment financial information is contained in “Note 20. Segment Information” of our notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Prior to the Merger, Multimedia Games operated in a single segment.

 
Our Products and Services
 
Games Products and Services
 
Our Games products and services include commercial products, Class III products, Native American Class II products, and other bingo products, lottery systems, and back office systems. In our Games business, we generally retain ownership of the leased gaming equipment installed at customer facilities and receive recurring revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. We also make direct sales of player terminals, licenses, back office systems and other related equipment to customers, with the majority of these sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.
 
Multimedia Games’ significant gaming operations growth in recent years has been driven by licensing in new jurisdictions, increased investment in research and development, and introduction of premium game products (which typically include high definition (“HD”) dual-screens, liquid crystal display (“LCD”) panels and red green blue (“RGB”) top box lighting). From its historical focus on placement of standard games into the Oklahoma and Washington tribal markets, Multimedia Games has diversified its installed base in recent years with entry into new commercial and tribal markets as well as development and placement of premium products. Multimedia Games has grown premium game installations with approximately 1,540 units installed (representing more than 11% of our installed base) since entering the category two years ago. Development of high-earning premium games has supported Multimedia Games’ ability to enter new markets, expand its footprint and provide broad and fresh content across its installed base. Multimedia Games launched three new premium cabinets in 2014, which we believe will continue to support growth in win per unit and the installed base of recurring revenue generating machines.
 
Multimedia Games provides the New York Lottery with an accounting and central determinant system for the VLTs in operation at licensed State of New York racetracks. As of December 31, 2014, this central determinant system connected to approximately 18,000 VLTs and electronic table games (“ETGs”) provided by third-party providers and has the ability to interface with, provide outcomes to, and manage the VLTs as well as interface with and manage the 1,300 ETGs. Pursuant to its agreement with the New York Lottery, Multimedia Games receives a portion of the network-wide net win (generally, cash-in less prizes paid) per day in exchange for provision and maintenance of the central determinant system. In February 2009, the New York Lottery awarded Multimedia Games a contract extension through December 2017 and provides Multimedia Games an opportunity to expand its network as the New York Lottery licenses additional race track gaming facilities in the state. Multimedia Games also provides central determinant system technology to Native American tribes in the State of Washington for which it receives a portion of the revenue generated from the VLTs connected to the system.
 
Our Games products include:
 
Classic Mechanical Reel Games .  Our full range of classic mechanical reel games provide players with a traditional high denomination slot gaming experience. These games leverage our enduring brands, such as Black Diamond, Crystal Jackpots, Smokin’ 777 and Jackpot Fire, among others, and feature a unique take on traditional slot games with eye-catching features. The new Skyline mechanical reel series was released with a vintage-inspired bezel showcasing RGB lighting and a 24-inch LCD display, with the initial release of titles Ultra Mega Meltdown and Canary Diamonds.
 
Video Reel Games .  We offer a growing range of video reel games that provide a uniquely entertaining slot gaming experience. These games leverage the Player HD cabinet to deliver eye-catching graphics and full, rich sound. High denomination, high multi-line themes have been introduced to the market, such as Warrior Legacy and Starry Night-HD, along with a batch of gameplay features, such as the Windfall Reels on Buckaroo, the Story Stacks on Aeronauts; and the Wild Pairs feature on Antony and Cleopatra and Bonnie and Clyde.
 
High Rise Games .  Our current premium participation slot game series features one of the industry’s largest top boxes, a vertically oriented 37-inch LCD screen that eliminates overhead signage, creates new possibilities for gaming action and offers LED lights around the perimeter of the top box screen as well as unique bonus features. Four themes are being unveiled on the High Rise Games series, including Queen of Diamonds, Pirates Skull & Bones, The Money Man Big Cash Spin, and Smokin’ Hot Diamonds. Queen of Diamonds is a 9-Reel, 32-Line theme featuring our new Jackpot Jump. Once any jackpot trigger is hit, players pick from one of four cards to find a diamond-suited Jackpot Jump card or a Queen of Diamonds card, which will “jump” the progressive prize by one or two tiers, respectively.

 
Platinum MPX and The Texan HDX .  The award-winning Platinum MPX represents a premium participation cabinet and game series that offers a 40-inch monitor, full 1080p HD graphics capabilities, a fully-customizable touchscreen button panel, game-controlled runway lighting and six custom speakers, including two speakers in the fully integrated interactive sound chair with Earthquake Shakers technology. The Platinum MPX debuted with two games in 2014, the award-winning Thundering Herd and Invasion 2: The Return, with new themes Cabinet of Curiosities, Dracula, Haunted House-After Dark, and The Valkyries scheduled to be released in 2015. The Texan HDX is an 8-foot tall cabinet with twin 42-inch video screens, featuring a two-person bench seat. The oversized cabinet will showcase any of our standard video themes from Multimedia Games’ game library.
 
TournEvent .  Our award-winning slot tournament system is a proven solution that allows operators to switch from in-revenue gaming to out-of-revenue tournaments with the simple click of a mouse. In 2014, the award-winning slot tournament system debuted a wireless tablet option, the latest out-of-revenue game and new signage. With the wireless tablet option, casino operators will be able to sign up players for tournaments remotely, allowing for a more efficient tournament registration and an overall better tournament experience for the casinos and players alike. The out-of-revenue game, Cash Boom Bang with 4 Reel Frenzy, will take slot tournaments to the next level, as tournament screens will explode into four sets of reels once a bomb appears. Jump to First and Pop-n-Win may occur during this time as well. TournEvent will also now come with a new sign option, consisting of a rotating 55-inch monitor, lighted accent dividers, and the ability to be featured on new bank configurations.
 
Payments Products and Services
 
Our Payments products and services include solutions that we provide directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.
 
The following is a description of the markets we address with our principal Payments products and services:
 
·                   ATM Cash Withdrawals .  ATM cash withdrawal transactions represent the largest category of electronic payment transactions that we process, as measured by dollar and transaction volume. In an ATM cash withdrawal, a patron directly accesses funds from a device enabled with our ATM service by either using an ATM or debit card to withdraw funds from the patron’s demand deposit account or using a credit card to access the patron’s line of credit. In either event, the patron must use the Personal Identification Number (“PIN”) associated with such card. Our processor then routes the transaction request through an electronic funds transfer (“EFT”) network to the patron’s bank or issuer. Depending upon a number of factors, including the patron’s account balance or credit limit and daily withdrawal limit, the bank or issuer will either authorize or decline the transaction. If the transaction is authorized, then the ATM-enabled device dispenses the cash to the patron. For a transaction using an ATM or debit card, the patron’s bank account is debited by the amount of cash disbursed plus a service fee that we assess the patron for the use of the ATM service. For a transaction using a credit card with a PIN, the patron’s credit card account is charged by the amount of the cash disbursed plus a service fee that we assess the patron for the use of the ATM service. In both cases, the service fee is currently a fixed dollar amount and not a percentage of the transaction size. We also receive a fee, which we refer to as a reverse interchange fee, from the patron’s card-issuing bank for accommodating the bank’s customer. In most circumstances, we pay a percentage of the service fee that we receive from the patron and, in some circumstances, a portion of the reverse interchange fees we receive, as a commission to our gaming establishment customers for the right to operate on their premises.
 
·                   Credit Card Cash Access Transactions and Point of Sale Debit card Transactions .  Patrons can perform credit card cash access transactions and POS debit card transactions using many of our enabled devices. A patron’s credit card cash access limit is usually a sub-limit of the total credit line and is set by the card-issuing bank. These limits vary significantly and can be larger or smaller than the POS debit limit. A credit card cash access transaction obligates the patron to repay the issuing bank over time on terms that are preset by the cardholder agreement. A patron’s POS debit card allows the patron to make cash withdrawals at the point of sale in an amount equal to the lesser of the amount of funds in the account or a daily limit that is generally five to ten times as large as the patron’s daily ATM limit.

 
When a patron requests a credit card cash access or POS debit card transaction, our processor routes the transaction request through one of the card associations or EFT networks to the issuing bank. Depending upon several factors, such as the available credit or bank account balance, the transaction is either authorized or declined by the issuing bank. If authorized, the patron’s bank account is debited or the patron’s credit card balance is increased, in both cases, by an amount equal to the funds requested plus our service fee. The service fee is a fixed dollar amount, a percentage of the transaction size or a combination of a fixed dollar amount and percentage of the transaction size. If the transaction is authorized, the device informs the patron that the transaction has been approved. The device then further instructs the patron to proceed to the gaming establishment’s cashier, or Company-operated booth, to complete the transaction because credit card cash access and POS debit card transactions must, in most circumstances, be completed in face-to-face environments and a unique signature must be received in order to comply with rules of the card associations. Once at the cashier booth, the patron acknowledges acceptance of the fee. We reimburse the gaming establishment for the amount of cash that it provided to the patron by either issuing a negotiable instrument to the gaming establishment or paying the gaming establishment via wire transfer or other similar form of electronic payment. In addition, we generally pay the gaming establishment a portion of the service fee as a commission for the right to operate on its premises, although this payment as a percentage of the fee is generally smaller for credit card cash access and POS debit card transactions than for ATM withdrawals. In addition, we are obligated to pay interchange fees to the issuing bank and processing costs related to the electronic payment transaction to card associations.
 
·                   Check-Related Services .  Patrons may be able to cash checks at gaming establishments. When a patron presents a check to the cashier, the gaming establishment can accept or deny the transaction based on its own customer information and at its own risk, obtain third-party verification information about the check writer, the bank account number and other information relating to the check to manage its risk, or obtain a warranty on payment of the check, which entitles the gaming establishment to reimbursement of the full face amount of the check if it is dishonored.
 
If a gaming establishment chooses to have a check warranted, it sends a request to a check warranty service provider, asking whether it would be willing to accept the risk of cashing the check. If the check warranty provider accepts the risk and warrants the check, the gaming establishment negotiates the patron’s check by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon presentment, the gaming establishment invokes the warranty, and the check warranty service provider purchases the check from the gaming establishment for the full check amount and then pursues collection activities on its own.
 
For those gaming establishments that seek to manage their own risk, we provide a subscription check verification service via a database operated by our subsidiary, Central Credit, which is used by gaming establishments to make credit issuing decisions. Central Credit maintains information on the check cashing and credit history of many gaming establishment patrons. For those gaming establishments that prefer to obtain a warranty, we currently provide check warranty services through a third-party check warranty service provider. We pay this third-party provider to assist with the warranty decision, check processing, billing and collection activities. On our behalf, this third-party provider charges our gaming establishment customers a fee for the check warranty services, which is typically a percentage of the face amount of the check being warranted. In such circumstances, we receive all of the check warranty revenue. We are exposed to risk for the losses associated with any warranted items that cannot be collected from patrons issuing the items. Warranty expenses are defined as any amounts paid by the third-party provider to gaming establishments to purchase dishonored checks that will not be collectible from patrons and any expenses related to the collection on these amounts. We also pay certain fees and operating expenses to our third-party provider related to the provision of these services.
 
Our principal Payments products and services consist of the following:
 
Casino Cash Plus 3-in-1 ATMs are unmanned, cash-dispensing machines that enable ATM cash withdrawals, POS debit card transactions and credit card cash access transactions directly or using our patented 3-in-1 Rollover functionality. Most financial institutions that issue debit cards impose daily ATM withdrawal limits, and, in many instances, aggregate and count Friday, Saturday and Sunday as a single day in calculating such limits. If a patron has reached his or her daily ATM limit, our patented 3-in-1 Rollover functionality automatically enables the patron to obtain funds via a POS debit card transaction or a credit card cash access transaction instead.

 
Check verification and warranty services allow gaming establishments to manage and reduce risk on patron checks that they cash. A gaming establishment can query our Central Credit database to review the check cashing history of a gaming establishment patron before deciding whether to cash the patron’s check. If the gaming establishment desires additional protection against loss, it can seek a warranty on payment of the check. We have an exclusive relationship with a third-party check warranty service provider to market check warranty services to gaming establishments.
 
Fully Integrated Kiosks are multi-function terminals that combine our cash access 3-in-1 Rollover functionality with slot machine ticket redemption and bill breaking service capabilities. The availability of our cash access services on these slot ticket redemption devices provides us with additional points of contact with gaming patrons at locations that are closer to the slot machines than traditional cash access devices that are typically located on the periphery of the gaming area within the gaming establishment and also provides gaming patrons with more opportunities to access their cash with less cashier involvement, thereby creating labor cost savings for gaming establishments.
 
Jackpot kiosks are multi-function employee kiosks that allow casino personnel to immediately process and dispense taxable jackpots in the form of cash, tickets or a combination of both. Jackpots that exceed established local or federal dollar limits are taxable and require a casino employee to complete the transaction in order to issue the patron a W-2G or 1042-S. The jackpot kiosk, which may also offer our other cash access services, automates and streamlines this process.
 
Central Credit is our gaming patron credit bureau service which, on a subscription basis, allows gaming establishments to improve their credit-granting decisions by obtaining access to a database containing credit information and transaction data on millions of gaming patrons. Our gaming credit reports are comprised of information recorded from patron credit histories at hundreds of gaming establishments. We provide such information to gaming establishments that subscribe to the service. These establishments then use that data, among other things, to determine how much credit, if any, they will grant to a gaming patron. We typically charge our customers for access to gaming patron credit reports on a monthly basis and our fees are generally comprised of a fixed minimum fee plus per-transaction charges for certain requests
 
Compliance Solutions is our suite of compliance software solutions for gaming operators. Our compliance solutions help our gaming establishment customers comply with financial services and gaming regulations. These solutions include software to assist in compliance with anti-money laundering regulations, such as filing currency transaction reports (“CTRs”) and suspicious activity reports (“SARs”). Additionally, these compliance solutions also assist casinos in filing required tax forms in connection with the payout of jackpot winnings to patrons and assist casinos with auditing cash on the floor and in casino cages.
 
We also offer:
 
·                   stand alone, non ATM terminals that perform authorizations for credit card cash access and POS debit card transactions;
 
·                   database services that allow gaming establishments access to information from our proprietary patron transaction database for purposes of player acquisition, direct marketing, market share analysis and a variety of other patron promotional uses. Our proprietary patron transaction database includes information that is captured from transactions we process. Patrons may “opt out” of having their names included in marketing mailing lists; and
 
·                   an online payment processing solution for gaming operators in states that offer intra-state, Internet-based gaming and lottery activities.

 
Manufacturing
 
We utilize contract manufacturers to produce the cabinets that make up our electronic gaming machines (“EGMs”) and our kiosk products, as well as other sub-assemblies. We have assembly facilities in Austin, Texas and Las Vegas, Nevada, where we assemble the EGMs and our kiosk products, which include the cabinets, computer assemblies, LCD screens, printers, bill validators and acceptors and other wiring and harnesses. We believe that our sources of supply of component parts and raw materials for our products are generally adequate and we have few sole-sourced parts.
 
Research and Development
 
We conduct research and development activities primarily to develop gaming systems, gaming engines, casino data management systems, casino central monitoring systems, video lottery outcome determination systems, gaming platforms and gaming content, as well as to add enhancements to our existing product lines. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based on our research and development investments, and we expect to continue to make such investments in the future. Research and development costs consist primarily of salaries and benefits, consulting fees and an allocation of corporate facilities costs related to these activities. Once the technological feasibility of a project has been established, it is transferred from research to development and capitalization of development costs begins until the product is available for general release.
 
Customers
 
As of December 31, 2014, we served over 1,000 casinos and other gaming properties in the United States, Europe, Canada, the Caribbean, Central America and Asia. In certain limited circumstances, we provide our products and services to non-gaming establishments, such as gas stations and other retail businesses associated with gaming establishment customers, but the revenue generated from these operations is not material to our operations and we do not actively market or target non-gaming establishment customers.
 
Sales and Marketing
 
We sell and market our products and services to gaming establishments primarily through the use of a direct sales force, which targets gaming establishments in the United States and in international markets. With respect to our gaming products, we participate in the Class III and Class II gaming machine markets, as well as the central determinant system market in North America, through participation, or revenue share, and fixed fee arrangements and the sale of proprietary EGMs and systems. For the years ended December 31, 2014, 2013 and 2012 our revenues from our operations outside the United States were 2.7%, 2.4% and 1.7% of our total revenue, respectively. All of our long-lived assets outside of the United States were immaterial for each of fiscal 2014, 2013, and 2012.
 
Our sales and marketing efforts are directed by a team of sales executives, each of whom has business development responsibility for gaming establishments in specified geographic regions. These sales executives direct their efforts at all levels of gaming establishment personnel, including senior executives, finance professionals, marketing staff, slot directors and cashiers, and seek to educate them on the benefits of our products and services. In some cases our sales executives are supported by field account managers, who provide on-site customer service to most of our customers; while in other cases our sales executives directly maintain the customer relationships. These sales executives and field account managers generally reside in the vicinity of the specific gaming establishments that they support to ensure that they respond to the customer service needs of those gaming establishments. We also have joint sales efforts with a number of strategic partners, including independent sales organizations, which allow us to market our products and services to gaming establishments through channels other than our direct sales force.

 
Competition
 
In our Payments business, we compete with other providers of cash access services to the gaming industry, as well as with financial institutions and other regional and local banks that operate ATMs on the premises of gaming establishments. Some of these other providers and financial institutions have established cooperative relationships with each other to expand their service offerings. Although almost all gaming establishments outsource their cash access service to third-party providers because providing these services is not a core competency of gaming establishment operators, and because gaming establishment operators are unable to achieve the same scale that can be obtained by third-party providers that deploy cash access services across multiple gaming establishments, we on occasion do face competition from gaming establishments that may choose to operate their own in-house cash access systems. In recent years, we have also faced increased competition from independent sales organizations, which provide basic services and aggressive pricing, from gaming equipment manufacturers and system providers that manufacture kiosks that directly, or through affiliates with third parties, offer ATM and other cash access products and services, and from traditional transaction processors that have entered the gaming patron cash access services markets. This increased competition amongst these various providers of cash access services has resulted in pricing pressure and margin erosion with respect to our core cash access products and services.
 
In our Games business, we compete across different gaming markets with a variety of gaming equipment suppliers. Competition is generally based upon the: (a) amount of revenue our products generate for our customers relative to the amount of revenue generated by our competitors’ products, (b) prices and/or fees we and our competitors charge for products and services offered, and (c) appeal of our and our competitors’ products to gaming patrons, which has a direct effect on the volume of play generated by a product and, accordingly, the revenues generated for our customers. To drive customer demand and improve product attractiveness to end users, we are continually working to develop new game themes, gaming engines, hardware platforms and systems that appeal to gaming patrons, all while working to release these new products to the marketplace in a timely manner.
 
Proprietary Rights
 
We believe the ability to introduce and respond to technological innovation in the gaming industry will be an increasingly important qualification for the future success of any provider of cash access and gaming-related products and services. Our continued competitiveness will depend on: (a) the pace of our new product development, (b) our patent, copyright, trademark and trade secret protection, and (c) our relationships with customers. Our business development personnel work with gaming establishments, our technology and other strategic partners, and the suppliers of the financial services upon which our cash access services rely, to design and develop innovative products and services that appeal to gaming patrons.
 
We rely on a combination of patents, trademarks, copyrights, trade secrets and contractual restrictions to protect our intellectual property. In our cash access business, we have several issued patents and have applied for patent protection with respect to various products and services and proprietary processes that are incorporated in our products and services, while in our gaming business, we have over 220 patents issued related to games and systems, most of which are unexpired, and have more than 70 patent applications pending in the United States and in many foreign countries, including over 150 patents issued and over 60 patents pending in the United States. The expiration dates of these patents vary and are based on their filing and issuances dates. We intend to continue to actively file for patent protection, when such filings are commercially reasonable, within and outside the United States. We also seek trademark protection for our names and products and have registered hundreds of trademarks in the United States and various foreign countries. Under permission or license agreements with third parties, we also sell gaming products covered by independently filed copyrights, trademarks and/or patents. Typically, these contracts require us to pay royalties to the licensing party. Royalty expenses are included in cost of gaming and systems in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Finally, we rely on trade secrets, un-patented know-how and innovation.
 
Employees
 
As of December 31, 2014, we had approximately 900 employees. We believe that our relations with our employees are good. We have never had a work stoppage and none of our employees are subject to a collective bargaining agreement.

 
Available Information
 
Our website address is www.gcainc.com. We make available free of charge on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our earnings conference calls are web cast live via our website. In addition to visiting our website, you may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F. Street NE, Washington, D.C. 20549 or at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room.
 
REGULATION
 
Gaming Regulation
 
The gaming industry is subject to extensive laws, regulations and ordinances. Various aspects of our business are subject to comprehensive laws, regulations and ordinances applicable to the ownership, management and operation of gambling establishments as well as certain financial services conducted at such establishments. Such laws, regulations and ordinances generally affect the financial, operational and character and fitness suitability of our affiliated or subsidiary organizations as well as the officers, directors, key personnel and, in certain instances, our holders of debt or equity securities in each of those organizations. In general, the licensure, qualification and approval requirements and the regulations imposed on non-gaming suppliers and vendors are less stringent than for gaming operators, gaming-related manufacturers and suppliers, although some jurisdictions do not distinguish between the two and other jurisdictions classify all of our products and services as gaming-related, in which case we are then subject to the more stringent licensing and regulatory framework. The stated policies and other purposes behind such laws, regulations and ordinances are generally to: (a) ensure the public’s trust and confidence in legalized gambling through a system of mandated regulation, internal controls and operating procedures, and (b) promote economic activity for the state, county and local governments through revenue opportunities emanating from taxes, licensing fees and other economic benefits arising out of gambling and related activities. Depending on the nature of any noncompliance, our failure to comply with such laws, regulations and ordinances may result in the suspension or revocation of any license, registration or permission, a partial or complete cessation of our business, seizure of our assets, as well as the imposition of civil fines and criminal penalties. A description of the material regulations to which we are subject is set forth below.
 
Federal Regulation .  At the federal level, we are subject to two key pieces of legislation. Our Native American customers are regulated by the NIGC, which was established by the Indian Gaming Regulatory Act of 1988 (the “IGRA”). The NIGC has regulatory authority over certain aspects of Native American gaming and defines the boundaries of our dealings with the Native American marketplace and the level of regulatory authority to which these games are subject. IGRA establishes three classes of gaming, each with a different regulatory framework:

Class	 	Type of Games	 	Regulatory Oversight	
I	 	Social gaming for minimal prizes and traditional Indian gaming.	 	Exclusive regulation and oversight by tribal governments.	
II	 	Bingo (both in traditional and electronic form).	 	Regulation by tribal governments with NIGC oversight.	
III	 	Casino style games (including slot machines, blackjack, craps and roulette).	 	Must be permitted by the state in which the tribe is located. The state and the tribe must have negotiated a compact approved by NIGC, and the tribe must have adopted a gaming ordinance approved by the NIGC.	
 
We sell our gaming devices and systems in both Class II and Class III markets.
 
The Johnson Act, as amended by the Federal Gambling Devices Act of 1962 (the “Johnson Act”), requires that we register annually with the Criminal Division of the United States Department of Justice and requires a wide variety of record keeping and equipment identification efforts on our part. Registration is required in order for us to sell, distribute, manufacture, transport and/or receive gaming equipment, machines or components across state lines. If we fail to comply with the requirements set forth under the Johnson Act, we could become subject to a variety of penalties, including, but not limited to, the seizure and forfeiture of equipment.

 
State and Tribal Gaming Commissions .  We are regulated by gaming commissions or similar authorities at the state or tribal level as either a manufacturer of gaming devices in those jurisdictions where we manufacture gaming devices and systems, a supplier of “associated equipment” in those jurisdictions where we sell and service fully integrated kiosks and jackpot kiosks, and/or as a non-gaming supplier or vendor in those jurisdictions where we provide cash access and Central Credit services only.
 
The process of obtaining necessary permits, licenses or approvals often involves substantial disclosure of confidential or proprietary information about us and our officers, directors, key personnel and, in certain instances, beneficial owners of our debt or equity securities, and requires a determination by the regulators as to our suitability as a manufacturer, supplier or vendor to gaming establishments. Such suitability examinations may also generally include the following:
 
·                   requiring the licensure or finding of suitability of any of our officers, directors, key employees or beneficial owners of our debt or equity securities as well as our key third-party vendors, suppliers, customers and other companies with whom we conduct business;
 
·                   the termination or disassociation with such officer, director, key employee or beneficial owner of our securities that fails to file an application or to obtain a license or finding of suitability;
 
·                   the submission of detailed financial and operating reports;
 
·                   the submission of reports of material loans, leases and financing; and
 
·                   the regulatory approval of certain material transactions, such as the acquisition of other licensed gaming companies, the transfer or pledge of our stock or other equity interests or restrictions on transfer of such interests, or similar financing transactions.
 
These regulatory obligations are imposed upon gaming-related manufacturers, suppliers or vendors on an ongoing basis, and there are no guaranties we will be successful in obtaining and maintaining all necessary licenses, permits and approvals and to continue to hold other necessary gaming licenses, permits and approvals to conduct our businesses as currently being conducted by us. The expansion of our businesses, the introduction of new games, systems, products or services, or changes to applicable rules and regulations may result in additional regulatory or licensing requirements being imposed upon us. We also may be required to submit software and other key technology components of our gaming devices and systems, as well as our fully integrated kiosks and jackpot kiosks to government or third-party gaming laboratories for testing and certification prior to deploying such games, systems and devices in a particular gaming jurisdiction.
 
Gaming regulatory authorities have broad discretion and may require any beneficial holder of our securities, regardless of the number of shares of common stock or amount of debt securities owned, to file an application, make personal or confidential disclosures, be investigated and be subject to a determination of suitability. Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage of voting securities of a gaming company and, in some jurisdictions, non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only. If a beneficial holder of our securities is a corporation, partnership or trust, such entity must submit detailed business and financial information, which may include information regarding its officers, directors, partners, key personnel and beneficial owners. Further disclosure by those officers, directors, partners, key personnel and beneficial owners may also be required. Under some circumstances and in some jurisdictions, an institutional investor, as defined in the applicable gaming regulations, that acquires a specified amount of our securities may apply to the regulatory authority for a waiver of these licensure, qualification, or finding of suitability requirements, provided the institutional investor holds the voting securities for investment purposes only, meets certain thresholds relating to the number of securities held and certifies as to its intentions not to materially interfere with the operations of the licensed entity. An institutional investor will not be deemed to hold voting securities for investment purposes unless the securities were acquired and are held in the ordinary course of its business.

 
Tribal-State Compacts and Tribal Regulation .  Native American gaming is subject to the review of the NIGC and other applicable laws. Native American tribes must adopt and submit for NIGC approval the ordinances that regulate their gaming activities. Pursuant to the requirements of IGRA, our tribal customers require the tribe to have the sole proprietary interest in their gaming activities. Because federally recognized Native American tribes are independent governments with sovereign rights, Native American tribes can enact their own laws and regulate gaming operations and contracts, and, with some exceptions, generally enjoy sovereign immunity from lawsuits similar to that of the individual states and the United States.
 
Class III gaming on Native American tribal lands is subject to the negotiation of a compact between the tribe and the state in which they plan to operate a gaming facility. These tribal-state compacts typically include provisions entitling the state to receive a portion of the tribe’s gaming revenues. While tribal-state compacts are intended to document the agreement between the state and a tribe, these tribal-state compacts can be subject to disputes relative to permitted Class III gaming operations. Currently, we operate in three states where compacts significantly affect our business: Oklahoma, Washington and, to a lesser extent, California.
 
·                   Oklahoma .  In 2004, the Oklahoma Legislature authorized certain forms of gaming at racetracks and gaming at tribal facilities pursuant to tribal-state compacts. While the racetrack facilities can operate a limited number of instant and bonanza-style bingo games and electronic amusement games, the compacts between the Native American tribes and the state allow tribal facilities to include an unlimited number of electronic instant and bonanza-style bingo games, electronic amusement games and non-house-banked tournament card games. Vendors placing games at any of these facilities are required to gain state licensing approval as well as licensing approval from each individual tribe. Furthermore, all electronic games must receive certification from independent testing laboratories and are subject to technical specifications maintained by the Oklahoma Horse Racing Commission and the individual tribal gaming authorities.
 
·                   Washington .  Our activities in the State of Washington are governed pursuant to compacts between the state government and Native American tribes located in Washington. We offer a range of Class II and Class III player terminals to our customers in Washington that are operated in conjunction with local central determinant systems as described above. Compacts between the state and tribes are recognized by IGRA to permit Class III gaming.
 
·                   California .  Our activities in the State of California are governed pursuant to compacts between the state government and Native American tribes located in California. These compacts are recognized by IGRA and permit the tribes to offer both Class II and Class III gaming machines within their gaming facilities. We offer a range of Class II linked interactive electronic games as well as Class III gaming machines to our customers in California.
 
Charity Regulation .  We have historically supplied bingo games and systems to nonprofit organizations that operate these games for charitable, educational and other lawful purposes. Bingo for charity is not subject to a nationwide regulatory system, such as the system created by IGRA to regulate Native American gaming, and, as a result, regulation for this market is generally on a state-by-state basis, although in some cases it is regulated by county commissions or other local government authorities.
 
Internet and Online Gaming Regulation .  Several states have passed implementing legislation and/or regulations to allow certain intra-state, wager-based, online casino and/or lottery games, such as online poker, lottery ticket purchases or lottery ticket subscriptions. This is due, in part, to (a) a rule of construction contained within the Unlawful Internet gaming Enforcement Act (“UIGEA”) that limits and prevents UIGEA application from altering, limiting or extending any federal, state or tribal laws regulating gambling, (b) a definition within UIGEA that excludes certain intra-state, intra-tribal and interstate horseracing transactions from the phrase “unlawful Internet gambling,” provided certain threshold requirements are met, and (c) a memorandum dated September 20, 2011 and published by the United States Department of Justice, Criminal Division, in which the Department concludes, among other things, that the Federal Wire Act of 1961 (the “Wire Act”) does not apply to interstate transmissions of wire communications that do not relate to a sporting event or contest. To date, states such as Delaware, Georgia, Illinois, Michigan, Minnesota, Nevada, New Jersey, North Carolina and North Dakota have some form of internet or online gaming or lottery activities.

 
However, the legislative and regulatory environment surrounding online, wager-based games in the United States remains uncertain and complex, and it is unclear how the legislative and regulatory framework governing these activities will evolve in the future. Many states have yet to introduce or finalize regulations regarding the licensing and operational requirements regarding online, wager-based activity, including the licensing and technological requirements relating to the funding and processing of payments relating to online, wager-based casino and lottery games. In addition, the funding of online casino gaming activity is subject to the requirement of the UIGEA, which may prohibit or significantly impede the funding of online, wager-based gaming activity. There is also a possibility that the Wire Act is amended in the future to prevent or prohibit the use of Internet or mobile-based platforms regardless of the involvement of a sporting event or contest.
 
Financial Services Regulation
 
Our Payments business is also subject to a number of financial services regulations:
 
Durbin Amendment .  On June 29, 2011, the Federal Reserve Board issued a final rule establishing standards for debit card interchange fees, among other things, which took effect on October 1, 2011. This rule, Regulation II (Debit Card Interchange Fees and Routing) was promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as modified by the Durbin Amendment (the “Durbin Amendment”) and establishes, among other things, standards for assessing whether debit card interchange fees received by certain debit card issuers are reasonable and proportional to the costs incurred by issuers for electronic debit transactions. Debit card interchange fees are established by payment card networks and ultimately paid by merchants to debit card issuers for each debit transaction.
 
Anti-Money Laundering .  The USA PATRIOT Act of 2001 and its implementing federal regulations require us to establish and maintain an anti-money laundering program. Our anti-money laundering program includes: internal policies, procedures and controls designed to identify and report money laundering, a designated compliance officer, an ongoing employee training program, and an independent audit function to test the program. In addition, the cash access services that we provide are subject to record keeping and reporting obligations under the Bank Secrecy Act. Our gaming establishment customers are required to file a SAR with the U.S. Treasury Department’s Financial Crimes Enforcement Network to report any suspicious transactions relevant to a possible violation of law or regulation. We are also required to file a SAR where we provide our cash access services directly to patrons through satellite cages (“booths”) that we staff and operate. To be reportable, such a transaction must meet criteria that are designed to identify the hiding or disguising of funds derived from illegal activities. Our gaming establishment customers, in situations where our cash access services are provided through gaming establishment cashier personnel, and we, in situations where we provide our cash access services through a booth location, are required to file a CTR of each deposit, withdrawal, exchange of currency or other payment or transfer by, through or to us which involves a transaction in currency of more than $10,000 in a single day. Our QCP Web product can assist in identifying transactions that give rise to reporting obligations. When we issue or sell drafts for currency in amounts between $3,000 and $10,000, we maintain a record of information about the purchaser, such as the purchaser’s address and date of birth.
 
Fund Transfers .  Our POS debit card transactions and ATM services are subject to the Electronic Fund Transfer Act, which provides cardholders with rights with respect to electronic fund transfers, including the right to dispute unauthorized charges, charges that list the wrong date or amount, charges for goods and services that are not accepted or delivered as agreed, math errors and charges for which a cardholder asks for an explanation or written proof of transaction along with a claimed error or request for clarification. We believe the necessary policies and procedures have been implemented throughout our organization in order to comply with the regulatory requirements for fund transfers.

 
State Money Transmission Laws .  Most states in which we issue the negotiable instruments that are used to complete credit card cash access and POS debit card transactions or offer our online payment processing solution require us to have a money transmitter license.
 
Credit Reporting .  Our Central Credit gaming patron credit bureau services and check verification and warranty services are subject to the Fair Credit Reporting Act and the Fair and Accurate Credit Transactions Act of 2003 and their implementing rules, which require consumer credit bureaus, such as Central Credit, to provide credit report information to businesses only for certain purposes and to otherwise safeguard credit report information, to disclose to consumers their credit report on request, and to permit consumers to dispute and correct inaccurate or incomplete information in their credit report. These laws and rules also govern the information that may be contained in a consumer credit report. We continue to implement policies and procedures as well as adapt our business practices in order to comply with these laws and regulations. In addition to federal regulations, our Central Credit gaming patron credit bureau services are subject to the state credit reporting regulations that impose similar requirements to the Fair Credit Reporting Act and the Fair and Accurate Credit Transactions Act of 2003.
 
Debt Collection .  We currently outsource most of our debt collection efforts to third parties. However, we do engage in debt collection to collect on chargebacks on our cash access products and unpaid balances for services performed for our check services, Central Credit services, receivables relating to the sale and service of our fully integrated kiosks and jackpot kiosks, and other amounts owing to us in connection with performing various services for our customers. All such collection practices may be subject to the Fair Debt Collection Practices Act, which prohibits unfair, deceptive or abusive debt collection practices, as well as consumer-debt-collection laws and regulations adopted by the various states.
 
Privacy Regulations .  Our collection of information from patrons who use our financial products and services, such as our cash access services, are subject to the financial information privacy protection provisions of the Gramm-Leach-Bliley Act and its implementing federal regulations. We gather, as permitted by law, non-public, personally-identifiable financial information from patrons who use our cash access services, such as names, addresses, telephone numbers, bank and credit card account numbers and transaction information. The Gramm-Leach-Bliley Act requires us to safeguard and protect the privacy of such non-public personal information and also requires us to make disclosures to patrons regarding our privacy and information sharing policies and give patrons the opportunity to direct us not to disclose information about them to unaffiliated third parties in certain situations. We are also subject to state privacy regulations which, in some cases, may be even stricter than federal law. We continue to implement policies and programs as well as adapt our business practices in order to comply with federal and state privacy laws and regulations.
 
ATM Operations .  The Electronic Fund Transfer Act requires us to disclose certain notices regarding the fees that we charge for performing an ATM transaction as well as to incorporate such notices on the ATM screens to notify patrons of such fees prior to completing an ATM transaction. Our ATM services are also subject to applicable state banking regulations in each jurisdiction in which we operate ATMs which require, among other things, that we register with the state banking regulators as an operator of ATMs, that we provide gaming patrons with notices of the transaction fees assessed upon use of our ATMs, that our transaction fees do not exceed designated maximums, that we offer gaming patrons a means of resolving disputes with us, and that we comply with prescribed safety and security requirements. In addition, the ATMs that we operate are subject to requirements of the Americans with Disabilities Act, which in general require that ATMs be accessible to individuals with disabilities, such as visually-impaired persons.
 
Check Cashing .  In jurisdictions in which we serve as a check casher, we are required to be licensed by the applicable state banking regulator to operate as a check casher. Some states also impose restrictions on this activity, such as limits on the amounts of service fees that may be imposed on the cashing of certain types of checks, requirements as to records that must be kept with respect to dishonored checks and requirements as to the contents of receipts that must be delivered to gaming patrons at the time a check is cashed.
 
Network and Card Association Regulations .  In addition to the governmental regulation described above, some of our services are also subject to rules promulgated by various payment networks, EFT networks and card associations. For example, we must comply with the Payment Card Industry (“PCI”) Data Security Standard. We have been designated as a compliant service provider under the PCI Data Security Standard. We must be certified to maintain our status as a compliant service provider on an annual basis.

 
In addition, Europay, MasterCard and Visa jointly developed new card security features (“EMV”), designed to deter fraudulent card transactions related to identity theft, counterfeit cards and the misuse of lost or stolen cards via enhanced card authentication, transaction authorization and cardholder verification using chip-based smart-cards. EMV has been adopted in many regions of the world as the global standard for fraud deterrence in chip-based smart-card payments. The U.S. payments industry has until recently continued to rely on magnetic stripe cards instead of EMV-compliant chip-based cards. However, U.S. card issuers are beginning to offer EMV-capable chip-based smart-cards, and, beginning in October 2015, the network and card associations will begin shifting liability for fraudulent POS transactions generated through EMV-capable cards onto merchants whose devices are not capable of processing chip-based smart-card EMV transactions. The liability shift for ATM transactions onto merchants will begin in October 2016. This shifts the responsibility for chargebacks due to fraudulent transactions on such cards from the card issuer onto the merchant. As a merchant in connection with our cash access transactions processed through MasterCard and Visa, we must upgrade or replace our existing fleet of U.S.-based devices to accept the EMV standard. This requires us to upgrade the software on a significant portion of our currently deployed fleet of U.S.-based POS, kiosk and ATM devices. Additionally, we may have to replace a portion of our devices with newer devices equipped with the minimum hardware requirements to support EMV.
 
International Regulation
 
We are also subject to a variety of gaming and financial services regulations and other laws in the international markets in which we operate. We expect to become subject to additional gaming and financial services regulations and other laws in the jurisdictions into which we expand our operations. Our expansion into new markets is dependent upon our ability to comply with the regulatory regimes adopted by such jurisdictions. Difficulties in obtaining approvals, licenses or waivers from the gaming and monetary authorities, in addition to other potential regulatory and quasi-regulatory issues that we have not yet ascertained, may arise in other international jurisdictions into which we wish to enter.

Exhibit 99.5
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Note: The information contained in this Item has been updated to reflect a change to operating segments discussed in the notes to the financial statements. This Item has not been updated to reflect any other changes since the filing of the 2014 Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”). For significant developments since the filing of the 2014 Annual Report, please refer to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015.
 
The following discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 6. Selected Financial Data” and the audited consolidated financial statements and notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the information included in our other filings with the SEC. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. See “Cautionary Note Regarding Forward-Looking Statements” above.
 
Overview
 
GCA is dedicated to providing integrated gaming payments solutions, video and mechanical reel gaming content and technology solutions, as well as compliance and efficiency software. The Company’s Payments business provides: (a) access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions, point-of-sale (“POS”) debit card transactions, and check verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and related services; (c) products and services that improve credit decision making, automate cashier operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and data solutions; and, (e) online payment processing solutions for gaming operators in States that offer intra-state, Internet-based gaming and lottery activities. The Company’s Games business, under the Multimedia Games brand, provides: (a) comprehensive content, electronic gaming units and systems for Native American and commercial casinos, including the award-winning TournEvent® slot tournament solution; and, (b) the central determinant system for the video lottery terminals (“VLTs”) installed at racetracks in the State of New York.
 
During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. Beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments. We now organize and manage our operations across the following two business segments: (a) Games, and (b) Payments.
 
Significant Trends and Developments Impacting Our Business
 
Merger with Multimedia Games
 
On December 19, 2014, we completed the Merger and paid the Total Merger Consideration of approximately $1.1 billion in cash. The net proceeds from the sale of the Notes, together with borrowings under the Credit Facilities and cash on hand, were used to fund the Total Merger Consideration.
 
The Merger is accounted for using the acquisition method of accounting with Holdings identified as the acquirer. Under the acquisition method of accounting, Holdings recorded all assets acquired and liabilities assumed at their respective acquisition date fair values.
 
Through December 31, 2014, we expensed approximately $10.7 million of costs related to the Merger for financial advisory services, financing related fees, accounting and legal fees and other transaction-related expenses, all of which are included in the consolidated statements of income and comprehensive income within operating expenses. These costs do not include any costs related to additional site consolidation or rationalization that we might consider following the closing of the Merger.

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

·	Gaming industry activity in North America remained relatively flat in 2014.	
 	 	
·	The North American gaming industry also reported a year-over-year decline in the purchase of EGMs in 2014 and visibility into casino operator capital allocation trends for replacement units continues to be limited.	
 	 	
·	There continues to be a migration from the use of traditional paper checks and cash to electronic payments which may impact the type of cash access used by our customers.	
 	 	
·	The credit markets in the United States and around the world are volatile and unpredictable.	
 	 	
·	We face increased competition from smaller competitors in the gaming cash access market and face additional competition from larger gaming equipment manufacturers and systems providers. This increased competition has resulted in pricing pressure for both our Payments and Games businesses.	
 	 	
·	There is increasing governmental oversight related to the cost of transaction processing and related fees to the consumer. We expect the financial services and payments industry to respond to these legislative acts by changing other fees and costs, which may negatively impact the Payments business in the future.	
 	 	
·	Casino operators continue to try to broaden their appeal by focusing on investments in the addition of non-gaming amenities to their facilities, which could impact casino operator’s capital allocation.	
 
Factors Affecting Comparability
 
Our consolidated financial statements included in this report that present our financial condition and results of operations reflect the following transactions and events:

·	In December 2014, we acquired all of the outstanding capital stock of Multimedia Games, a gaming manufacturer and supplier to the gaming industry. The results contributed by the Multimedia Games business from the date of consummation on December 19, 2014 to December 31, 2014 are reflected in our Games segment and consolidated financial statements. We incurred significant acquisition-related expenses, which are reflected in operating expenses for the year ended December 31, 2014. In addition, amortization expense increased due to the purchase price allocation, which included definite-lived intangible assets with relatively short amortization periods.	
 	 	
·	In December 2014, to effect the Merger, we entered into the Credit Facilities and issued the Notes and we used a portion of these proceeds to repay the outstanding amounts owed under prior credit facilities of $210.0 million and $35.0 million for GCA and Multimedia Games, respectively (the “Prior Credit Facilities”). As a result, we expensed $2.7 million of related debt issuance costs and fees to “Loss on extinguishment of debt” associated with the prior credit facilities of GCA and Multimedia Games that were in effect prior to the consummation of the Merger (the “Prior Credit Facilities”).	
 	 	
·	We recorded an asset impairment charge of approximately $3.1 million in the fourth quarter of 2014 related to certain definite-lived intangible assets.	
 	 	
·	In April 2014, we acquired all of the outstanding capital stock of NEWave, a supplier of compliance, audit and data efficiency software to the gaming industry. We believe this acquisition complements our integrated solutions. The NEWave acquisition did not have a material impact on our results of operations and financial condition.	

 

·	In March 2014, our contract with Caesars Entertainment expired and was not renewed. As such, our cash advance and ATM revenues and cost of revenues were impacted for the remainder of the year.	
 
As a result of the above transactions and events, the results of operations and earnings per share in the periods covered by the consolidated financial statements may not be directly comparable.
 
Business Segments
 
Our operating segments were previously organized and managed under five business segments: (a) Cash Advance, (b) ATM, (c) Check Services, (d) Games, and (e). Other During the first quarter of 2015, we changed our organizational structure as part of our transformation to a Games and Payments company providing solutions to the gaming industry. Beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments. We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance. This change had no impact on our consolidated financial statements.
 
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker(s), or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group consists of the Chief Executive Officer and the Chief Financial Officer. The operating segments are reviewed separately because each represents products that can be sold separately to our customers.

·	The Games segment provides solutions directly to gaming establishments to offer their patrons gaming entertainment related experiences including: leased gaming equipment; sales and maintenance related services of gaming equipment; gaming systems; and ancillary products and services.	
 	 	
·	The Payments segment provides solutions directly to gaming establishments to offer their patrons cash access related services and products including: access to cash at gaming facilities via ATM cash withdrawals, credit card cash access transactions and point of sale debit card transactions; check-related services; fully integrated kiosks and maintenance services; compliance, audit and data software; casino credit data and reporting services and other ancillary offerings.	
 
Corporate overhead expenses have been allocated to the segments either through specific identification or based on a reasonable methodology. In addition, we allocate depreciation and amortization expenses to the business segments. Our business is predominantly domestic, with no specific regional concentrations and no significant assets in foreign locations.

 
Results of Operations
 
Year ended December 31, 2014 compared to the year ended December 31, 2013 (amounts in thousands)

 	 	December 31,
2014	 	December 31,
2013	 	December 31,
2014 vs 2013	 	
 	 	$	 	%	 	$	 	%	 	$ Variance	 	%
Variance	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	
Payments	 	$	585,647	 	99	%	$	582,444	 	100	%	$	3,203	 	0.5	%	
Games	 	7,406	 	1	%	—	 	0	%	7,406	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	593,053	 	100	%	582,444	 	100	%	10,609	 	2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	440,071	 	74	%	439,794	 	76	%	277	 	0	%	
Operating expenses	 	95,452	 	16	%	76,562	 	13	%	18,890	 	25	%	
Research and development	 	804	 	0	%	—	 	0	%	804	 	—	 	
Depreciation	 	8,745	 	1	%	7,350	 	1	%	1,395	 	19	%	
Amortization	 	14,199	 	3	%	9,588	 	2	%	4,611	 	48	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	 	559,271	 	94	%	533,294	 	92	%	25,977	 	5	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	33,782	 	6	%	49,150	 	8	%	(15,368	)	(31	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	10,756	 	2	%	10,265	 	2	%	491	 	5	%	
Loss on extinguishment of debt	 	2,725	 	0	%	—	 	0	%	2,725	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expenses	 	13,481	 	2	%	10,265	 	2	%	3,216	 	31	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations before tax	 	20,301	 	4	%	38,885	 	6	%	(18,584	)	(48	)%	
Income tax expense	 	8,161	 	2	%	14,487	 	2	%	(6,326	)	(44	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	12,140	 	2	%	$	24,398	 	4	%	$	(12,258	)	(50	)%	

*       Rounding may cause variances
 
Total Revenues
 
Total revenues increased by $10.6 million, or 2%, to $593.1 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the revenues generated as a result of the Merger as well as, within our Payments segment,  higher Cash Advance and Other revenues, partially offset by lower ATM and Check Services revenues.
 
Payments revenues increased by $3.2 million, or 0.5%, to $585.6 million for the year ended December 31, 2014, as compared to the prior year. This was due to due to higher international and domestic cash advance revenues; combined with a greater dollar volume processed per transaction, and as a result of our compliance, audit, and data services offerings, partially offset by lost business and lower transaction volume from ATM cash withdrawals and check services transactions.
 
Games revenues of $7.4 million were generated as a result of the Merger.

 
Costs and Expenses
 
Cost of revenues (exclusive of depreciation and amortization) increased by $0.3 million, to $440.1 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to increased warranty expenses in our check services operations as well as the variable costs related to higher revenues in the Games and Payments segments, offset by a reduction in costs in the ATM cash withdrawal operations due to lost business and lower transaction volume.
 
Operating expenses increased by $18.9 million, or 25%, to $95.5 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the acquisition-related costs and operating expenses incurred following the consummation of the Merger, an asset impairment charge and increases in non-cash stock compensation expense.
 
Depreciation increased by $1.4 million, or 19%, to $8.7 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to depreciation expense post-Merger.
 
Amortization increased by $4.6 million, or 48%, to $14.2 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to other intangible assets associated with the NEWave acquisition and the Merger.
 
Primarily as a result of the factors described above, operating income decreased by $15.4 million, or 31%, to $33.8 million for the year ended December 31, 2014, as compared to the prior year. Operating margin decreased to 6% for the year ended December 31, 2014 from 8% for the prior year. Exclusive of acquisition-related costs and asset impairment charges, the operating margin for 2014 would have been 8%.
 
Interest expense, net of interest income, increased by $0.5 million, or 5%, to $10.8 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to a $3.4 million increase in interest charges and amortization of debt issuance costs associated with the Merger; partially offset by a $2.1 million reduction in interest charges due to the lower outstanding debt balance and lower weighted average interest rate on the Prior Credit Facilities in 2014 that were paid in full in connection with the Merger and $0.8 million increase in interest income primarily related to the refund of a goods and services tax due to a favorable ruling from the Canadian Court of Appeals holding that commissions paid to Canadian casinos were not subject to such tax.
 
Loss on early extinguishment of debt was $2.7 million for the year ended December 31, 2014. This was due to the extinguishment of unamortized deferred loan fees associated with the Prior Credit Facilities that were paid in full in connection with the Merger.
 
Income tax expense decreased by $6.3 million, or 44%, to $8.2 million for the year ended December 31, 2014, as compared to the prior year. This was primarily due to the decrease in income from operations before income tax expense of $18.6 million. The provision for income tax reflected an effective income tax rate of 40.2% for the year ended December 31, 2014, which was greater than the statutory federal rate of 35.0% due primarily to non-deductible acquisition-related costs associated with the Merger and partially offset by the lower tax rate on foreign earnings. The provision for income tax reflected an effective income tax rate of 37.3% for the prior year, which was greater than the statutory federal rate of 35.0% due in part to state taxes and the non-cash compensation expenses related to stock options.
 
Primarily as a result of the foregoing, net income decreased by $12.3 million, or 50%, to $12.1 million for the year ended December 31, 2014, as compared to the prior year.

 
Year ended December 31, 2013 compared to year ended December 31, 2012 (amounts in thousands)*

 	 	December 31, 2013	 	December 31, 2012	 	December 31,
2013 vs 2012	 	
 	 	$	 	%	 	$	 	%	 	$ Variance	 	%
Variance	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	
Payments	 	$	582,444	 	100	%	584,486	 	100	%	(2,042	)	(0	)%	
Games	 	—	 	—	 	—	 	—	 	—	 	—	 	
Total revenues	 	582,444	 	100	%	584,486	 	100	%	(2,042	)	(0	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of revenues (exclusive of depreciation and amortization)	 	439,794	 	76	%	436,059	 	74	%	3,735	 	1	%	
Operating expenses	 	76,562	 	13	%	75,806	 	13	%	756	 	1	%	
Depreciation	 	7,350	 	1	%	6,843	 	1	%	507	 	7	%	
Amortization	 	9,588	 	2	%	9,796	 	2	%	(208	)	(2	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total costs and expenses	 	533,294	 	92	%	528,504	 	90	%	4,790	 	1	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	49,150	 	8	%	55,982	 	10	%	(6,832	)	(12	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net of interest income	 	10,265	 	2	%	15,519	 	3	%	(5,254	)	(34	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expenses	 	10,265	 	2	%	15,519	 	3	%	(5,254	)	(34	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations before tax	 	38,885	 	6	%	40,463	 	7	%	(1,578	)	(4	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income tax expense	 	14,487	 	2	%	14,774	 	3	%	(287	)	(2	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	24,398	 	4	%	$	25,689	 	4	%	$	(1,291	)	(5	)%	

* Rounding may cause variances.
 
Total Revenues
 
Total revenues decreased by $2.0 million, or less than 1%, to $582.4 million for the year ended December 31, 2013, as compared to the prior year. This was due to lost business and lower transaction volumes in our ATM and check related services operations, partially offset by higher kiosk sales and an increase in cash advance revenues for the year ended December 31, 2013, as compared to the prior year.
 
Costs and Expenses
 
Cost of revenues (exclusive of depreciation and amortization) increased by $3.7 million, or 1%, to $439.8 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to increased commissions paid to our customers for new and renewed cash access services as well as costs associated with the increase in kiosk sales.
 
Operating expenses increased by $0.8 million, or 1%, to $76.6 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to higher payroll and related expenses and occupancy related expenses, partially offset by a decrease in non-cash stock compensation expense for the year ended December 31, 2013, as compared to the prior year.
 
Depreciation expenses increased by $0.5 million, or 7%, to $7.4 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to higher charges as additional fixed assets were placed into service for the year ended December 31, 2013, as compared to the prior year.
 
Amortization expenses decreased by $0.2 million, or 2%, to $9.6 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to certain capitalized costs that were fully amortized for the year ended December 31, 2013, as compared to the prior year.

 
Primarily as a result of the factors described above, operating income decreased by $6.8 million, or 12%, to $49.2 million for the year ended December 31, 2013, as compared to the prior year. The operating margin decreased to 8% for the year ended December 31, 2013 from 10% for the prior year.
 
Interest expense, net of interest income, decreased by $5.3 million, or 34%, to $10.3 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to a $3.6 million reduction in interest charges due to the lower outstanding debt balance and an amendment to our credit facility in late May 2013, which reduced the interest rate from 7% to 4%; a $0.9 million reduction in interest charges related to a lower average outstanding balance on the vault cash supplied by Wells Fargo and a slightly lower average cash usage rate; and a decrease in the interest charge associated with the change in fair value of the interest rate cap of approximately $0.8 million.
 
Income tax expense decreased by $0.3 million, or 2%, to $14.5 million for the year ended December 31, 2013, as compared to the prior year. This was primarily due to the decrease in income from operations before income tax expense of $1.6 million. The provision for income tax reflected an effective income tax rate of 37.3% for the year ended December 31, 2013, which was greater than the statutory federal rate of 35.0% due in part to state taxes and the non-cash compensation expenses related to stock options. The provision for income tax reflected an effective income tax rate of 36.5% for the prior year, which was greater than the statutory federal rate of 35.0% due in part to state taxes and the non-cash compensation expenses related to stock options.
 
Primarily as a result of the foregoing, net income decreased by $1.3 million, or 5%, to $24.4 million for the year ended December 31, 2013, as compared to the prior year.
 
Critical Accounting Policies
 
The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the financial condition and results of operations, and which require management to make the most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain. Based on this definition, we have identified our critical accounting policies as those addressed below. We also have other key accounting policies that involve the use of estimates, judgments and assumptions. You should review the notes to our consolidated financial statements for a summary of these policies. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions.
 
Segment Reporting. We apply the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 280, “Segment Reporting”, in accounting for our business segments. This defines operating segments as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. In addition, ACS 280-10-50-34, as well as Rule 3-03(e) of Regulation S-X, requires us to recast financial information from prior years for segments if we change our internal organization in a way that effects the compositions of our reportable segments. Our operating segments were previously organized and managed under five business segments: (a) Cash Advance, (b) ATM, (c) Check Services, (d) Games, and (e) Other.  As a result of the Merger, during the first quarter of 2015, we changed our organizational structure and now manage and organize our business under two business segments - Games and Payments company providing solutions to the gaming industry. Accordingly, beginning in the first quarter of 2015, we are reporting our financial performance based on our new segments.  We have presented prior period amounts to conform to the way we now internally manage and monitor segment performance beginning in 2015. This change had no impact on our consolidated financial statements.
 
Business Combinations. We apply the provisions of FASB ASC 805, “Business Combinations”, in the accounting for acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are preliminary and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset over its estimated useful life. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of income and comprehensive income.

 
Acquisition-related Costs. We recognize a liability for acquisition-related costs when the liability is incurred. Acquisition-related costs include, but are not limited to: financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with due diligence, valuation and integration; severance; and other related costs and adjustments.
 
Inventory. We currently maintain separate inventories for our Payments and Games products. Our Payments related inventory primarily consists of parts as well as finished goods and work-in-progress and is stated at the lower of cost or market accounted for using the average cost method. Our Games related inventory primarily consists of component parts, completed player terminals and back-office computer equipment and is stated at fair value as a result of the Merger. However, our games segment historically accounted for inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of materials, labor, overhead and freight.
 
Goodwill. We had approximately $857.9 million of goodwill on our consolidated balance sheet at December 31, 2014 resulting from acquisitions of other businesses. Of this amount, $669.5 million resulted from the Merger and the remaining $188.4 million was subject to our annual goodwill impairment testing. We test for impairment annually on a reporting unit basis, as of October 1, or more often under certain circumstances. The annual impairment test is completed using either: a qualitative Step 0 assessment based on reviewing relevant events and circumstances; or a quantitative Step 1 assessment using an income approach that discounts future cash flows based on the estimated future results of the reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. If the fair value of a reporting unit is less than its carrying amount, we use the Step 2 assessment to determine the impairment. Our most recent annual assessment was performed as of October 1, 2014, following which it was determined that no impairment adjustment was necessary. The annual evaluation of goodwill and other non-amortizing intangible assets requires the use of estimates about future operating results of each reporting unit to determine their estimated fair value. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations. Our reporting units are identified as operating segments or one level below an operating segment. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our chief operating decision maker to ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. As of December 31, 2014, our reporting units included: Cash Advance, ATM, Check Services, Games, Fully Integrated Kiosk Sales and Services, Central Credit, and Anti-Money Laundering and Tax Compliance Software. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of our reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets, and therefore, impact the related impairment charge, if any. At the annual impairment test date, the above-noted conclusion that no indication of goodwill impairment existed at the test date would not have changed had the test been conducted assuming: 1) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair values (without any change in the aggregate estimated cash flows of our reporting units), or 2) a 100 basis point decrease in the estimated sales growth rate or terminal period growth rate without a change in the discount rate of each reporting unit.

 
Other Intangible Assets. We have approximately $436.8 million in net unamortized other intangible assets on our consolidated balance sheet at December 31, 2014. Of this amount, $401.7 million resulted from the Merger, which consists of customer relationships, developed technology, contract rights, trade names and trademarks. Our other intangible assets consist primarily of customer contracts (rights to provide Payments and Games services to gaming establishment customers) acquired through business combinations, capitalized software development costs and the acquisition cost of our patent related to the 3-in-1 Rollover technology acquired in 2005, which expires in 2018. Customer contracts require us to make renewal assumptions, which impact the estimated useful lives of such assets. Capitalized software development costs require us to make certain judgments as to the stages of development and costs eligible for capitalization. Capitalized software costs placed in service are amortized over their useful lives, generally not to exceed five years. We review intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or market price of the asset, a significant adverse change in legal factors or business climate that could affect the value of an asset, or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to future, net cash flows expected to be generated by the asset, undiscounted and without interest. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
 
Income Taxes. We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. We account for income taxes in accordance with accounting guidance whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based upon differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. We also follow accounting guidance to account for uncertainty in income taxes as recognized in our consolidated financial statements. The effect on the income tax provision and deferred tax assets and liabilities for a change in rates is recognized in the consolidated statements of income and comprehensive income in the period that includes the enactment date. We believe that it is more likely than not that we will be able to utilize our deferred tax assets. Therefore, we have not provided material valuation allowances against our recorded deferred tax assets.
 
Revenue Recognition. We recognize revenue when evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. We evaluate our revenue streams for proper timing of revenue recognition. Revenue is recognized as products are delivered and or services are performed.
 
Games Revenues
 
Games revenues are primarily generated by our gaming operations under development, placement, and participation arrangements in which we provides our customers with player terminals, player terminal-content licenses and back-office equipment, collectively referred to herein as leased gaming equipment. Under these arrangements, we retain ownership of the leased gaming equipment installed at customer facilities, and we receive revenue based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility. Revenue from lease participation or daily fee arrangements are considered both realizable and earned at the end of each gaming day.
 
Games revenues generated by player terminals deployed at sites under development or placement fee agreements is reduced by the accretion of contract rights acquired as part of those agreements. Contract rights are amounts allocated to intangible assets for dedicated floor space resulting from such agreements, described under “Development and Placement Fee Agreements.” The related amortization expense, or accretion of contract rights, is netted against our respective revenue category in the consolidated statements of operations and other comprehensive income.
 
We also generate games revenues from back-office fees with certain customers. Back-office fees cover the service and maintenance costs for back-office servers installed in each gaming facility to run our gaming equipment, as well as the cost of related software updates. Back-office fees are considered both realizable and earned at the end of each gaming day.

 
Payments Revenues
 
Cash advance revenues are comprised of transaction fees assessed to gaming patrons in connection with credit card cash access and POS debit card transactions and are recognized at the time the transactions are authorized. Such fees are based on a combination of a fixed amount plus a percentage of the face amount of the credit card cash access or POS debit card transaction amount.
 
ATM revenues are comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are authorized and reverse interchange fees paid to us by the patrons’ issuing banks. Cardholder surcharges are recognized as revenue when a transaction is initiated and reverse interchange is recognized as revenue on a monthly basis based on the total transactions occurring during the month. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount.
 
Check services revenues are principally comprised of check warranty revenues and are generally based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming establishments.
 
Other revenues include amounts derived from the sale of cash access devices, such as the provision of certain professional services, software licensing, and certain other ancillary fees associated with the sale, installation and maintenance of those devices. In addition, other revenues consist of Central Credit revenues that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated. Also included in other revenues are revenues generated from ancillary marketing, database and Internet gaming activities.
 
Equipment and Systems Revenues
 
We sell gaming equipment, fully integrated kiosks and gaming systems directly to our customers under independent sales contracts through normal credit terms, or may grant extended credit terms under contracts secured by the related equipment.
 
For sales arrangements with multiple deliverables, we apply the guidance from ASU No. 2009-13, “Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements.” In addition, we apply the guidance from ASU No. 2009-14, “Software (Topic 985), Certain Revenue Arrangements that Include Software Elements,” which affects vendors that sell or lease tangible products in an arrangement that contains software that is more than incidental to the tangible product as a whole and clarifies what guidance should be used in allocating and measuring revenue.
 
The majority of our multiple element sales contracts are for some combination of gaming equipment, player terminals, content, system software, license fees, ancillary equipment and maintenance.
 
Revenue related to systems arrangements that contain both software and non-software deliverables requires allocation of the arrangement fee to the separate deliverables using the relative selling price method. Revenue for software deliverables is recognized under software revenue recognition guidance. Revenue resulting from the sale of non-software deliverables, such as gaming devices and other hardware, are accounted for based on other applicable revenue recognition guidance as the devices are tangible products containing both software and non-software components that function together to deliver the product’s essential functionality.
 
In allocating the arrangement fees to separate deliverables, we evaluate whether we have vendor-specific objective evidence (“VSOE”) of selling price, third party evidence (“TPE”) or estimate of selling price (“ESP”) for gaming devices, maintenance and product support fees and other revenue sources. We generally use ESP to determine the selling price used in the allocation of separate deliverables, as VSOE and TPE are generally not available. We determine the ESP on separate deliverables by estimating a margin typically received on such items and applying that margin to the product cost incurred.

 
Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and occasionally signage, some of which may be necessary for the full functionality of the player terminals in a casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the player terminal and ancillary equipment is not recognized until all elements essential for the functionality of the product have been shipped or delivered. This includes game theme software and essential ancillary equipment. If elements that are not essential to the functionality of the player terminals are shipped after the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped or delivered.
 
Stock-Based Compensation. Stock-based compensation expense for all awards is based on the grant date fair value estimated. We estimate the weighted-average fair value of options granted for our time-based and cliff vesting time-based options using the Black-Scholes Option Pricing Model. We estimate the weighted-average fair value of options granted for our market-based options using a lattice-based option valuation model. Each model is based on assumptions regarding expected volatility, dividend yield, risk-free interest rates, the expected term of the option and the expected forfeiture rate. Each of these assumptions, while reasonable, requires a certain degree of judgment and the fair value estimates could vary if the actual results are materially different than those initially applied.
 
Recent Accounting Guidance
 
Recently Adopted Accounting Guidance
 
In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-17, which provides guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The pronouncement was effective on November 18, 2014. There was no impact of the adoption of ASU No. 2014-17 as we do not apply push-down accounting to our acquired subsidiaries.
 
Recent Accounting Guidance Not Yet Adopted
 
In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The pronouncement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
 
In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial Statements.
 
In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, “Revenue from Contracts with Customers” and supersedes ASC Topic 605, “Revenue Recognition”. The guidance replaces industry-specific guidance and establishes a single five-step model to identify and recognize revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires the entity to disclose further quantitative and qualitative information regarding the nature and amount of revenues arising from contracts with customers, as well as other information about the significant judgments and estimates used in recognizing revenues from contracts with customers. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Early application is not permitted. This guidance may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. We are currently evaluating the impact of adopting this guidance on our Consolidated Financial Statements and disclosures included within our Notes to Consolidated Financial Statements.

 
Liquidity and Capital Resources
 
Overview
 
The following table presents selected information about our financial position (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Balance sheet data	 	 	 	 	 	
Total assets	 	$	1,707,285	 	$	527,327	 	
Total borrowings	 	1,188,787	 	103,000	 	
Stockholders’ equity	 	231,473	 	218,604	 	
 	 	 	 	 	 	
Net available cash*	 	 	 	 	 	
Cash and cash equivalents	 	89,095	 	114,254	 	
Add: Settlement receivables	 	43,288	 	38,265	 	
Less: Settlement liabilities	 	(119,157	)	(145,022	)	
 	 	 	 	 	 	
Total net available cash	 	$	13,226	 	$	7,497	 	

* Non-GAAP measure
 
Cash Resources
 
Our cash balance, cash flows and credit facilities are expected to be sufficient to meet our recurring operating commitments and to fund our planned capital expenditures for the foreseeable future. Cash and cash equivalents at December 31, 2014 included cash in non-U.S. jurisdictions of approximately $14.8 million. Generally, these funds are available for operating and investment purposes within the jurisdiction in which they reside, but are subject to taxation in the U.S. upon repatriation.
 
We provide cash settlement services to our customers. These services involve the movement of funds between the various parties associated with cash access transactions. These activities result in a balance due to us at the end of each business day that we recoup over the next few business days and classify as settlement receivables. These activities also result in a balance due to our customers at the end of each business day that we remit over the next few business days and classify as settlement liabilities. As of December 31, 2014, we had $43.3 million in settlement receivables for which we received payment in January 2015. As of December 31, 2014, we had $119.2 million in settlement liabilities due to our customers for these settlement services that were paid in January 2015. As the timing of cash received from settlement receivables and payment of settlement liabilities may differ, the total amount of cash held by us will fluctuate throughout the year. As of December 31, 2014 and 2013, the net cash available after considering settlement amounts was $13.2 million and $7.5 million, respectively.

 
Cash Flows
 
The following table summarizes our cash flows for the years ended December 31, 2014, 2013 and 2012 (in thousands):

 	 	Year Ended December 31,	 	Increase/(Decrease)	 	
 	 	2014	 	2013	 	2012	 	2014 vs 2013	 	2013 vs 2012	 	
Cash flow activities	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	$	24,531	 	$	4,334	 	$	157,488	 	$	20,197	 	$	(153,154	)	
Net cash used in investing activities	 	(1,085,847	)	(13,990	)	(12,531	)	(1,071,857	)	(1,459	)	
Net cash provided by/(used in) financing activities	 	1,037,423	 	(29,183	)	(46,783	)	1,066,606	 	17,600	 	
Effect of exchange rates on cash	 	(1,266	)	73	 	(689	)	(1,339	)	762	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 	 	 	 	 	 	 	 	 	 	
Net (decrease)/increase for the period	 	(25,159	)	(38,766	)	97,485	 	13,607	 	(136,251	)	
Balance, beginning of the period	 	114,254	 	153,020	 	55,535	 	(38,766	)	97,485	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Balance, end of the period	 	$	89,095	 	$	114,254	 	$	153,020	 	$	(25,159	)	$	(38,766	)	
 
Cash flows provided by operating activities were $24.5 million, $4.3 million and $157.5 million, for the years ended December 31, 2014, 2013 and 2012, respectively. Cash flows provided by operating activities increased by $20.2 million for the year ended December 31, 2014 as compared to the prior year. This was primarily due to an increase in non-cash adjustments and the timing of our settlement receivables and settlement liabilities based on the number of business days outstanding prior to the settlement of our cash access transactions at the end of each period for the year ended December 31, 2014 as compared to the prior year, partially offset by a decrease in net income. Cash flows provided by operating activities decreased by $153.2 million for the year ended December 31, 2013 as compared to the prior year. This was primarily due to the timing of our settlement receivables and settlement liabilities based on the number of business days outstanding prior to the settlement of our cash access transactions at the end of each period for the year ended December 31, 2013 as compared to the prior year.
 
Cash flows used in investing activities were $1.1 billion, $14.0 million and $12.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. Cash flows used in investing activities increased by $1.08 billion for the year ended December 31, 2014 as compared to the prior year. This was primarily due to the use of proceeds raised to fund the Merger. Cash flows used in investing activities increased by $1.5 million for the year ended December 31, 2013 as compared to the prior year. This was primarily due to proceeds from the sale of fixed assets in the prior year, an increase in capital expenditures for the current year ended December 31, 2013 and changes in restricted cash and cash equivalents.
 
Cash flows provided by financing activities were $1.0 billion for the year ended December 31, 2014. Cash flows used in financing activities were $29.2 million and $46.8 million for the years ended December 31, 2013 and 2012, respectively. Cash flows used in financing activities increased by $1.1 billion for the year ended December 31, 2014 as compared to the prior year. This was primarily due to the proceeds raised to fund the Merger offset by repayments on debt on the Prior Credit Facilities, debt issuance costs and purchase of treasury stock. Cash flows used in financing activities decreased by $17.6 million for the year ended December 31, 2013 as compared to the prior year. This was primarily due to lower debt repayments and an increase in proceeds from the exercise of stock options, partially offset by purchases of treasury stock for the year ended December 31, 2013 as compared to the prior year.

 
Long-Term Debt
 
The following table summarizes our indebtedness at December 31, (in thousands):

 	 	At December 31,	 	
 	 	2014	 	2013	 	
Long-term debt	 	 	 	 	 	
Senior credit facility	 	$	—	 	$	103,000	 	
Senior secured term loan	 	500,000	 	—	 	
Senior secured notes	 	350,000	 	—	 	
Senior unsecured notes	 	350,000	 	—	 	
 	 	 	 	 	 	
Total debt	 	1,200,000	 	103,000	 	
Less: original issue discount	 	(11,213	)	—	 	
 	 	 	 	 	 	
Total debt after discount	 	1,188,787	 	103,000	 	
Less: current portion of long-term debt	 	(10,000	)	(1,030	)	
 	 	 	 	 	 	
Long-term debt, less current portion	 	$	1,178,787	 	$	101,970	 	
 
On December 19, 2014 and in connection with the Merger, we refinanced all of our indebtedness outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.
 
Credit Facilities
 
On December 19, 2014, GCA, as borrower, and Holdings entered into a credit agreement among GCA, Holdings, Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities, Inc. as joint lead arrangers and joint book managers (the “Credit Agreement”). The Credit Agreement provides for a $50.0 million five-year Revolving Credit Facility that matures in 2019 and a $500.0 million six-year Term Loan that matures in 2020. The fees associated with the Credit Facilities included discounts of approximately $7.5 million and debt issuance costs of approximately $13.9 million. All borrowings under the Credit Facilities are subject to the satisfaction of customary conditions, including the absence of a default and compliance with representations and warranties.
 
The interest rate per annum applicable to the Revolving Credit Facility is, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan is also, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor) applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our consolidated secured leverage ratio.

 
Voluntary prepayments of the term loan and the revolving loans and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the Credit Agreement governing the Credit Facilities, with prior notice but without premium or penalty, except that certain refinancing transactions of the Term Loan within twelve months after the closing of the Credit Facilities will be subject to a prepayment premium of 1.00% of the principal amount repaid.
 
Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of the present and after acquired assets of each of GCA, Holdings and the subsidiary guarantors (the “Collateral”) including: (a) a perfected first priority pledge of all the capital stock of GCA and each domestic direct, wholly owned material restricted subsidiary held by Holdings, GCA or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Holdings, GCA, and such subsidiary guarantors (including, but not limited to, accounts receivable, inventory, equipment, general intangibles, investment property, real property, intellectual property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are unconditionally guaranteed by Holdings and such subsidiary guarantors and Multimedia Games and its material domestic subsidiaries.
 
The Credit Agreement governing the Credit Facilities contains certain covenants that, among other things, limit Holdings’ ability, and the ability of certain of its subsidiaries, to incur additional indebtedness; sell assets or consolidate or merge with or into other companies; pay dividends or repurchase or redeem capital stock; make certain investments; issue capital stock of subsidiaries; incur liens; prepay, redeem or repurchase subordinated debt; and enter into certain types of transactions with our affiliates. The Credit Agreement governing the Credit Facilities also requires Holdings, together with its subsidiaries, to comply with a consolidated secured leverage ratio as well as an annual excess cash flow requirement.
 
Events of default under the Credit Agreement governing the Credit Facilities include customary events such as a cross-default provision with respect to other material debt (which includes the Notes). In addition, an event of default will occur if Holdings undergoes a change of control. This is defined to include the case where Holdings ceases to own 100% of the equity interests of GCA, or where any person or group acquires a percentage of the economic or voting interests of Holdings’ capital stock of 35% or more (determined on a fully diluted basis), or where a majority of the board of directors of Holdings ceases to consist of persons who are directors of Holdings on the closing date of the Credit Facilities or other directors whose nomination for election to the board of directors of GCA was recommended by a majority of the then continuing directors.
 
At December 31, 2014, we had approximately $500.0 million of borrowings outstanding under the Term Loan and $50.0 million of additional borrowing availability under the Revolving Credit Facility, based upon borrowing base calculations as of such date. We were in compliance with the terms of the Credit Facilities as of December 31, 2014.
 
We believe our cash provided by operating activities will provide for our operating and debt servicing needs for the next 12 months. If not, we have sufficient borrowings available under our Credit Facilities to meet any additional funding requirements. We monitor the financial strength of our lenders on an ongoing basis using publicly-available information. Based upon that information, we believe there is not a likelihood that any of our lenders might not be able to honor their commitments under the Credit Agreement.
 
Senior Notes
 
At December 31, 2014, we had two series of outstanding notes: (a) $350.0 million aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the “Secured Notes”), and (b) $350.0 million aggregate principal amount of 10.00% Senior Unsecured Notes due 2022 (the “Unsecured Notes”).

 
On December 19, 2014, we issued the Secured Notes at an initial offering price of 100% and the Unsecured Notes at an initial offering price of 98.921%. Our net proceeds from the sale of the Notes were approximately $680.0 million after deducting discounts of approximately $3.8 million and commissions of approximately $16.2 million and before deducting any other fees and expenses related to the Notes offering. Other fees and expenses included additional debt issuance costs associated with the Notes of approximately $11.2 million.
 
The Secured Notes are senior secured obligations of the Company, equally and ratably secured with the Company’s obligations under the Credit Facilities. The Secured Notes rank equally with the Company’s existing and future senior debt and senior to the Company’s existing and future senior subordinated debt. The Unsecured Notes are senior unsecured obligations of the Company, and rank equally with the Company’s existing and future senior debt and senior to the Company’s existing and future senior subordinated debt. The Secured Notes are guaranteed on a senior secured basis by Holdings and all of its material domestic subsidiaries (other than GCA) and the Unsecured Notes are guaranteed on a senior unsecured basis by Holdings and all of its material domestic subsidiaries (other than GCA).
 
The indentures governing the Notes contain certain covenants that, among other things, limit our ability, and the ability of certain of our subsidiaries, to incur additional indebtedness, pay dividends or make distributions or certain other restricted payments, purchase or redeem capital stock, make investments or extend credit, engage in certain transactions with affiliates, consummate certain asset sales, effect a consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of our assets, or create certain liens and other encumbrances on our assets.
 
The indentures governing the Notes contain events of default customary for agreements of their type (with customary grace periods, as applicable) and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to Holdings or GCA, all outstanding notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then the trustee or the holders of at least 25% in principal amount of the then outstanding Secured Notes or Unsecured Notes, as applicable, may declare all such notes to be due and payable immediately.
 
At the closing of the offering of the Notes, the Notes were acquired by the initial purchasers pursuant to the terms of a purchase agreement. Under the terms of the purchase agreement, during a one year period following the closing and upon prior notice from the initial purchasers, the Company must use commercially reasonable efforts to aid the purchasers in the resale of the Notes, including by preparing an updated offering memorandum and participating in reasonable marketing efforts including road shows, to the extent required therein.
 
In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights agreement pursuant to which the Company agreed, for the benefit of the holders of the Unsecured Notes, to file with the Securities and Exchange Commission (the “SEC”), and use its commercially reasonable efforts to cause to become effective, a registration statement relating to an offer to exchange the Unsecured Notes for an issue of SEC-registered notes (the “Exchange Notes”) with terms identical to the Unsecured Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below). Under certain circumstances, including if applicable interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, the Company and the guarantors must use their commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the Unsecured Notes and to keep that shelf registration statement effective until the first anniversary of the date such shelf registration statement becomes effective, or such shorter period that will terminate when all Unsecured Notes covered by the shelf registration statement have been sold. The obligation to complete the exchange offer and/or file a shelf registration statement will terminate on the second anniversary of the date of the Registration Rights Agreement. If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before December 19, 2015, the annual interest rate borne by the Unsecured Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum thereafter until the exchange offer is completed or the shelf registration statement is declared effective, at which time the interest rate will revert to the original interest rate on the date the Unsecured Notes were originally issued.
 
We were in compliance with the covenants of the Notes as of December 31, 2014.

 
Interest Rate Cap
 
In connection with the Prior Credit Facilities, we purchased a $150.0 million notional amount interest rate cap with an effective date of January 5, 2012 and a term of three years and therefore the rate cap expired on January 5, 2015. We purchased this interest rate cap in order to partially reduce our exposure to increases in LIBOR above 1.5% during the term of the interest rate cap with respect to our variable rate debt obligations under the Prior Credit Facilities and our obligations under our Contract Cash Solutions Agreement with Wells Fargo. This interest rate cap is recorded in other assets in our consolidated balance sheets, and is marked-to-market based on a quoted market price with the effects offset in our consolidated statements of income and comprehensive income. The interest rate cap carrying value and fair value approximate each other and these values are insignificant as of December 31, 2014.
 
Contractual Obligations
 
The following summarizes our contractual cash obligations as of December 31, 2014 (in thousands):

 	 	At December 31, 2014	 	
 	 	Total	 	2015	 	2016	 	2017	 	2018	 	2019	 	Thereafter	 	
Contractual obligations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Debt obligations(1)	 	$	1,200,000	 	$	10,000	 	$	10,000	 	$	10,000	 	$	10,000	 	$	10,000	 	$	1,150,000	 	
Estimated interest obligations(2)	 	593,016	 	93,570	 	93,021	 	92,303	 	91,669	 	91,035	 	131,418	 	
Operating lease obligations	 	19,864	 	3,392	 	3,125	 	2,626	 	2,440	 	2,452	 	5,829	 	
Employment obligations(3)	 	5,925	 	1,670	 	4,255	 	—	 	—	 	—	 	—	 	
Purchase obligations(4)	 	30,246	 	26,695	 	2,351	 	1,200	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total contractual obligations	 	$	1,849,051	 	$	135,327	 	$	112,752	 	$	106,129	 	$	104,109	 	$	103,487	 	$	1,287,247	 	

(1)	We are required to make principal payments of 2% annually under the Term Loans and may also be required to make an excess cash flow payment that is based on full year end earnings and our leverage ratio in effect at that time. The above table does not reflect any amounts related to excess cash flow payments.	
 	 	
(2)	Estimated interest payments were computed using the interest rate in effect at December 31, 2014 multiplied by the principal balance outstanding after scheduled principal amortization payments. For the Credit Facilities, the weighted average rate assumed was approximately 8.0% until 2021 when the weighted average rate would increase to approximately 9.6%.	
 	 	
(3)	We maintain employment contracts for certain members of our executive management. These agreements require us to provide compensation to these individuals upon their employment and, if applicable, upon termination of their employment.	
 	 	
(4)	Included in purchase obligations are minimum transaction processing services from various third-party processors used by us as well as open gaming purchase orders.	

 
Deferred Tax Asset
 
We recognized a deferred tax asset upon its conversion from a limited liability company to a corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members of the limited liability company. The principal component of the deferred tax asset is a difference between our assets for financial accounting and tax purposes. This difference results from a significant balance of acquired goodwill of approximately $687.4 million that was generated as part of the conversion to a corporation plus approximately $97.6 million in pre-existing goodwill carried over from periods prior to the conversion. Both of these assets are recorded for tax purposes but not for accounting purposes. This asset is amortized over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 36.3%, this results in tax payments being approximately $19.0 million less than the annual provision for income taxes shown on the income statement for financial accounting purposes, or the amount of the annual provision, if less. There is an expected aggregate of $82.3 million in cash savings over the remaining life of the portion of the deferred tax asset related to the conversion. This deferred tax asset may be subject to certain limitations. We believe that it is more likely than not that it will be able to utilize the deferred tax asset. However, the utilization of this tax asset is subject to many factors including our earnings, a change of control of the Company and future earnings.
 
Other Liquidity Needs and Resources
 
We need supplies of cash to support our foreign operations. For some foreign jurisdictions, such as the United Kingdom, applicable law and cross-border treaties allow us to transfer funds between our domestic and foreign operations efficiently. For other foreign jurisdictions, we must rely on the supply of cash generated by our operations in those foreign jurisdictions, and the cost of repatriation is prohibitive. For example, Global Cash Access (Canada), Inc. (“GCA Canada”), the subsidiary through which we operate in Canada, generates a supply of cash that is sufficient to support its operations, and all cash generated through such operations is expected to be retained by GCA Canada. As we expand our cash access business into new foreign jurisdictions, we must rely on treaty-favored cross-border transfers of funds, the supply of cash generated by our operations in those foreign jurisdictions or alternate sources of working capital.
 
Off-Balance Sheet Arrangements
 
We have a Contract Cash Solutions Agreement with Wells Fargo that allows us to use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a contractually defined cash usage rate. Under this agreement, all currency supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an interest in the corresponding settlement receivable. As the cash is never an asset of our, supplied cash is not reflected on our balance sheet. The outstanding balances of ATM cash utilized by the Company from Wells Fargo were $396.3 million, $427.1 million and $360.4 million as of December 31, 2014, 2013 and 2012, respectively.
 
In June 2012, the Company and Wells Fargo amended the Contract Cash Solutions Agreement to increase the maximum amount of cash to be provided to the Company from $400.0 million to $500.0 million, and the initial term of the Contract Cash Solutions Agreement was extended from November 30, 2013 until November 30, 2014. In November 2013, the parties entered into another amendment to the Contract Cash Solutions Agreement to extend the term one year until November 30, 2015.
 
Under the terms of the Contract Cash Solutions Agreement, we pay a monthly cash usage fee based upon the product of the average daily dollars outstanding in all ATMs multiplied by a contractually defined cash usage rate.

 
This cash usage rate is determined by an applicable LIBOR plus a mutually agreed upon margin. We are exposed to interest rate risk to the extent that the applicable LIBOR increases. The cash usage fees incurred by the Company, reflected as interest expense within the consolidated statements of income and comprehensive income, were $2.3 million, $2.2 million and $3.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.
 
We are responsible for any losses of cash in the ATMs under our agreement with Wells Fargo and we self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended December 31, 2014 and 2013.
 
Effects of Inflation
 
Our monetary assets, consisting primarily of cash. receivables, inventory and our non-monetary assets, consisting primarily of the deferred tax asset, goodwill and other intangible assets, are not significantly affected by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our operating expenses, such as those for salaries and benefits, armored carrier expenses, telecommunications expenses and equipment repair and maintenance services, which may not be readily recoverable in the financial terms under which we provide our Payments and Games products and services to gaming establishments and their patrons.