SEC Info - Everi Holdings Inc. - ‘10-K’ for 12/31/20

EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except per share amounts)

Year Ended December 31,

2020

2019

2018

Revenues

Games revenues

Gaming operations

i 156,199

i 188,874

i 168,146

Gaming equipment and systems

i 44,006

i 90,919

i 87,038

Gaming other

i 96

i 3,326

i 3,794

Games total revenues

i 200,301

i 283,119

i 258,978

FinTech revenues

Cash access services

i 112,035

i 164,741

i 156,806

Equipment

i 24,297

i 37,865

i 20,977

Information services and other

i 47,041

i 47,502

i 32,754

FinTech total revenues

i 183,373

i 250,108

i 210,537

Total revenues

i 383,674

i 533,227

i 469,515

Costs and expenses

Games cost of revenues (1)

Gaming operations

i 15,192

i 18,043

i 17,603

Gaming equipment and systems

i 25,680

i 50,826

i 47,121

Gaming other

i 456

i 3,025

i 3,285

Games total cost of revenues

i 41,328

i 71,894

i 68,009

FinTech cost of revenues (1)

Cash access services

i 6,755

i 14,236

i 9,717

Equipment

i 14,724

i 22,292

i 12,601

Information services and other

i 3,029

i 3,964

i 4,110

FinTech total cost of revenues

i 24,508

i 40,492

i 26,428

Operating expenses

i 152,546

i 162,184

i 142,298

Research and development

i 27,943

i 32,505

i 20,497

Depreciation

i 67,459

i 63,198

i 61,225

Amortization

i 75,305

i 68,937

i 65,245

Total costs and expenses

i 389,089

i 439,210

i 383,702

Operating (loss) income

( i 5,415)

i 94,017

i 85,813

Other expenses

Interest expense, net of interest income

i 74,564

i 77,844

i 83,001

Loss on extinguishment of debt

i 7,457

i 179

i 166

Total other expenses

i 82,021

i 78,023

i 83,167

(Loss) income before income tax

( i 87,436)

i 15,994

i 2,646

Income tax benefit

( i 5,756)

( i 523)

( i 9,710)

Net (loss) income

( i 81,680)

i 16,517

i 12,356

Foreign currency translation

( i 372)

i 1,179

( i 1,745)

Comprehensive (loss) income

( i 82,052)

i 17,696

i 10,611

(1) Exclusive of depreciation and amortization.

Year Ended December 31,

2020

2019

2018

(Loss) earnings per share

Basic

( i 0.96)

i 0.23

i 0.18

Diluted

( i 0.96)

i 0.21

i 0.17

Weighted average common shares outstanding

Basic

i 85,379

i 72,376

i 69,464

Diluted

i 85,379

i 79,235

i 73,796

See notes to consolidated financial statements.

EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

2020

2019

ASSETS

Current assets

Cash and cash equivalents

i 251,706

i 289,870

Settlement receivables

i 60,652

i 70,282

Trade and other receivables, net of allowances for credit losses of $ i 3,689 and $ i 5,786 at December 31, 2020 and December 31, 2019, respectively

i 74,191

i 87,910

Inventory

i 27,742

i 26,574

Prepaid expenses and other assets

i 17,348

i 27,896

Total current assets

i 431,639

i 502,532

Non-current assets

Property and equipment, net

i 112,323

i 128,869

Goodwill

i 681,974

i 681,635

Other intangible assets, net

i 214,627

i 279,187

Other receivables

i 14,620

i 16,661

Other assets

i 21,996

i 20,339

Total non-current assets

i 1,045,540

i 1,126,691

Total assets

i 1,477,179

i 1,629,223

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities

Settlement liabilities

i 173,211

i 234,087

Accounts payable and accrued expenses

i 145,029

i 173,103

Current portion of long-term debt

i 1,250

i —

Total current liabilities

i 319,490

i 407,190

Non-current liabilities

Deferred tax liability, net

i 19,956

i 26,401

Long-term debt, less current portion

i 1,128,003

i 1,108,078

Other accrued expenses and liabilities

i 17,628

i 33,566

Total non-current liabilities

i 1,165,587

i 1,168,045

Total liabilities

i 1,485,077

i 1,575,235

Commitments and contingencies (Note 13)

Stockholders’ (deficit) equity

Common stock, $ i i 0.001 / par value, i i 500,000 / shares authorized and i 111,872 and i 109,493 shares issued at December 31, 2020 and December 31, 2019, respectively

i 112

i 109

Convertible preferred stock, $ i i 0.001 / par value, i i 50,000 / shares authorized and i i no / shares outstanding at December 31, 2020 and December 31, 2019, respectively

i —

Additional paid-in capital

i 466,614

i 445,162

Accumulated deficit

( i 294,620)

( i 212,940)

Accumulated other comprehensive loss

( i 1,191)

( i 819)

Treasury stock, at cost, i 25,190 and i 24,996 shares at December 31, 2020 and December 31, 2019, respectively

( i 178,813)

( i 177,524)

Total stockholders’ (deficit) equity

( i 7,898)

i 53,988

Total liabilities and stockholders’ (deficit) equity

i 1,477,179

i 1,629,223

See notes to consolidated financial statements.

EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,

2020

2019

2018

Cash flows from operating activities

Net (loss) income

( i 81,680)

i 16,517

i 12,356

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

Depreciation

i 67,459

i 63,198

i 61,225

Amortization

i 75,305

i 68,937

i 65,245

Non-cash lease expense

i 4,880

i 4,276

i —

Amortization of financing costs and discounts

i 4,283

i 4,285

i 4,877

Loss on sale or disposal of assets

i 450

i 1,678

i 869

Accretion of contract rights

i 7,675

i 8,710

i 8,421

Provision for credit losses

i 8,010

i 14,647

i 11,459

Deferred income taxes

( i 6,579)

( i 1,594)

( i 10,343)

Write-down of assets

i 13,068

i 1,268

i 2,575

Reserve for obsolescence

i 2,166

i 1,463

i 1,919

Loss on extinguishment of debt

i 7,457

i 179

i 166

Stock-based compensation

i 13,036

i 9,857

i 7,251

Other non-cash items

i 456

i —

Changes in operating assets and liabilities:

Settlement receivables

i 9,881

i 12,961

i 143,705

Trade and other receivables

i 8,621

( i 41,754)

( i 29,320)

Inventory

( i 5,650)

( i 3,067)

( i 3,848)

Prepaid and other assets

( i 4,301)

( i 18,724)

i 1,672

Settlement liabilities

( i 61,133)

( i 100,783)

i 17,159

Accounts payable and accrued expenses

( i 27,225)

i 42,836

( i 1,102)

Net cash provided by operating activities

i 36,179

i 84,890

i 294,286

Cash flows from investing activities

Capital expenditures

( i 76,429)

( i 114,291)

( i 103,031)

Acquisitions, net of cash acquired

( i 15,000)

( i 35,000)

i —

Proceeds from sale of property and equipment

i 396

i 56

i 237

Placement fee agreements

( i 3,085)

( i 17,102)

( i 20,556)

Net cash used in investing activities

( i 94,118)

( i 166,337)

( i 123,350)

Cash flows from financing activities

Proceeds from incremental term loan

i 125,000

i —

Repayments of incremental term loan

( i 625)

i —

Proceeds from revolving credit facility

i 35,000

i —

Repayments of revolving credit facility

( i 35,000)

i —

Repayments of existing term loan

( i 13,500)

( i 58,700)

( i 8,200)

Repayments of unsecured notes

( i 89,619)

i —

Fees associated with debt transactions

( i 11,128)

( i 707)

( i 1,276)

Proceeds from issuance of common stock, net

i —

i 122,376

i —

Proceeds from exercise of stock options

i 6,226

i 15,704

i 9,610

Treasury stock

( i 1,288)

( i 1,060)

( i 123)

Net cash provided by financing activities

i 15,066

i 77,613

i 11

Effect of exchange rates on cash

( i 1,388)

i 1,263

( i 1,370)

Cash, cash equivalents and restricted cash

Net (decrease) increase for the period

( i 44,261)

( i 2,571)

i 169,577

Balance, beginning of the period

i 296,610

i 299,181

i 129,604

Balance, end of the period

i 252,349

i 296,610

i 299,181

See notes to consolidated financial statements.

Year Ended December 31,

2020

2019

2018

Supplemental cash disclosures

Cash paid for interest

i 67,562

i 77,351

i 81,609

Cash paid for income tax, net of refunds

i 576

i 694

i 402

Supplemental non-cash disclosures

Accrued and unpaid capital expenditures

i 2,801

i 4,500

i 3,657

Accrued and unpaid placement fees added during the year

i —

i 585

i —

Accrued and unpaid liabilities for acquisitions added during the year

i —

i 36,940

( i 550)

Transfer of leased gaming equipment to inventory

i 5,775

i 10,980

i 10,028

See notes to consolidated financial statements.

EVERI HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(In thousands)

Common Stock—

Series A

Additional

Accumulated

Other

Total

Number of

Amount

Paid-in

Capital

(Accumulated

Deficit)

Comprehensive (Loss) Income

Treasury

Stock

(Deficit) Equity

Balance, January 1, 2018

i 93,120

i 93

i 282,070

( i 246,202)

( i 253)

( i 176,341)

( i 140,633)

Net income

—

i 12,356

—

i 12,356

Cumulative adjustment related to adoption of ASC 606

—

i 4,389

—

i 4,389

Foreign currency translation

—

( i 1,745)

—

( i 1,745)

Stock-based compensation expense

—

i 7,251

—

i 7,251

Exercise of options

i 1,962

i 2

i 9,608

—

i 9,610

Restricted share vesting and withholding

i 18

—

( i 123)

Balance, December 31, 2018

i 95,100

i 95

i 298,929

( i 229,457)

( i 1,998)

( i 176,464)

( i 108,895)

Net income

—

i 16,517

—

i 16,517

Foreign currency translation

—

i 1,179

—

i 1,179

Issuance of common stock in public offering, net

i 11,500

i 11

i 122,365

—

i 122,376

Stock-based compensation expense

—

i 8,167

—

i 8,167

Exercise of options

i 2,595

i 3

i 15,701

—

i 15,704

Restricted share vesting and withholding

i 298

—

( i 1,060)

Balance, December 31, 2019

i 109,493

i 109

i 445,162

( i 212,940)

( i 819)

( i 177,524)

i 53,988

Net loss

—

( i 81,680)

—

( i 81,680)

Foreign currency translation

—

( i 372)

—

( i 372)

Stock-based compensation expense

—

i 14,726

—

i 14,726

Issuance of warrants

—

i 502

—

i 502

Exercise of options

i 1,474

i 2

i 6,224

—

i 6,226

Restricted share vesting and withholding

i 905

i 1

—

( i 1,289)

( i 1,288)

Balance, December 31, 2020

i 111,872

i 112

i 466,614

( i 294,620)

( i 1,191)

( i 178,813)

( i 7,898)

See notes to consolidated financial statements.

EVERI HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. i BUSINESS

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

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

Everi FinTech provides gaming operators with financial technology products and services, including: (i) services and equipment that facilitate casino patron’s self-service access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card cash access transactions and point-of-sale (“POS”) debit card purchase and cash access transactions; (ii) check warranty services; (iii) self-service loyalty enrollment and marketing equipment, including promotion management software and tools; (iv) software and services that improve credit decision making, automate cashier operations, and enhance patron marketing activities for gaming establishments; (v) equipment that provides cash access and other cash handling efficiency-related services; and (vi) compliance, audit, and data solutions.

Impact of COVID-19 Pandemic

With a majority of our gaming customers reopening properties by the end of September 2020, and our activity rates and results continuing to improve through the third and fourth quarter, we have, among other measures: (i) returned nearly all of our furloughed employees to work on primarily a work-from-home basis; (ii) reinstated base compensation to pre-COVID levels for the employee base; (iii) reversed nearly all compensation reductions for both our Executives and Directors; and (iv) fully paid down the outstanding balance on our revolving line of credit.

2. i BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

i The consolidated financial statements are prepared under US Generally Accepted Accounting Principles (GAAP) and include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

i When we acquire a business, we recognize the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill is measured and recognized 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, 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 (referred to as the measurement period). In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions, and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to its preliminary estimates are recorded to goodwill, in the period of identification, if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Statements of Operations.

Cash and Cash Equivalents

i Cash and cash equivalents include cash and balances on deposit in banks and financial institutions. We consider 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 our 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, we enter into commercial arrangements with third party vendors to provide us the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay a cash usage fee based upon the target federal funds rate. Under these agreements, the currency supplied by the third-party vendors remains the sole property of these suppliers until cash is dispensed, at which time the third-party vendors obtain an interest in the corresponding settlement receivable. As the cash is an asset of these suppliers, it is therefore not reflected on our Balance Sheets. The usage fee for the cash supplied in these ATMs is included as interest expense in the Statements of Operations. Our rationale to record cash usage fees as interest expense is primarily due to the similar operational characteristics to a revolving line of credit, the fact that the fees are calculated on a financial index, and the fees are paid for access to a capital resource.

Allowance for Credit Losses

i We continually evaluate the collectability of outstanding balances and maintain an allowance for credit losses related to our trade and other receivables and notes receivable that have been determined to have a high risk of uncollectability, which represents our best estimates of the current expected credit losses to be incurred in the future. To derive our estimates, we analyze historical collection trends and changes in our customer payment patterns, current and expected conditions and market trends along with our operating forecasts, concentration, and creditworthiness when evaluating the adequacy of our allowance for credit losses. In addition, with respect to our check warranty receivables, we are exposed to risk for the losses associated with warranted items that cannot be collected from patrons issuing these items. We evaluate the collectability of the outstanding balances and establish a reserve for the face amount of the current expected credit losses related to these receivables. The provision for doubtful accounts receivable is included within operating expenses and the check warranty loss reserves are included within cash access services cost of revenues in the Statements of Operations.

Settlement Receivables and Settlement Liabilities

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

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 trade and other receivables, net on our 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 Statements of Operations.

Inventory

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

Restricted Cash

i Our restricted cash primarily consists of: (i) funds held in connection with certain customer agreements; (ii) deposits held in connection with a sponsorship agreement; (iii) wide-area progressive (“WAP”)-related restricted funds; and (iv) internet-related cash access activities. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the statements of cash flows.

Year Ended December 31,

Classification on our Balance Sheets

2020

2019

2018

Cash and cash equivalents

i 251,706

i 289,870

i 297,532

Restricted cash — current

Prepaid expenses and other assets

i 542

i 6,639

i 1,548

Restricted cash — non-current

Other assets

i 101

Total

i 252,349

i 296,610

i 299,181

Property and Equipment

i Property and equipment, which includes leased assets, are stated at cost, less accumulated depreciation, and are computed using the straight-line method over the lesser of the lease term or estimated life of the related assets, generally one to i five years. 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 also consists of 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 Statements of Operations. Property, equipment and leased assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated when future cash flows, on an undiscounted basis, do not exceed the carrying value of the asset. /

Placement Fee and Development Agreements

i We enter into placement fee and, to a certain extent, development agreements to provide financing for the expansion of existing facilities, or for new gaming facilities. Funds provided under placement fee agreements are not reimbursed, while funds provided under development agreements are reimbursed to us, in whole, or in part. In return, the facility dedicates a percentage of its floor space to placement of our player terminals, and we receive a fixed percentage of those player terminals’ hold amounts per day over the term of the agreement, which is generally from i 12 to i 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

i 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 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 annual impairment test is completed using either: a qualitative “Step 0” assessment based on reviewing relevant events and circumstances; or a quantitative “Step 1” assessment, which determines the fair value of the reporting unit, using both an income approach that discounts future cash flows based on the estimated future results of our reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. To the extent the carrying amount of a reporting unit is less than its estimated fair value, an impairment charge is recorded.

The evaluation of impairment of goodwill requires the use of estimates about future operating results. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations and financial condition. The estimates of expected future cash flows require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including, estimates of future growth rates, operating margins, and assumptions about the overall economic climate as well as the competitive environment within which we operate. There can be no assurance that our estimates and assumptions made for purposes of our impairment assessments as of the time of evaluation 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 non-cash impairment charges in future periods, whether in connection with our normal review procedures periodically, or earlier, if an indicator of an impairment is present prior to such evaluation.

Our reporting units are identified as operating segments or one level below. Reporting units must: (i) engage in business activities from which they earn revenues and incur expenses; (ii) have operating results that are regularly reviewed by our segment management to ascertain the resources to be allocated to the segment and assess its performance; and (iii) have discrete financial information available. As of December 31, 2020, our reporting units included: (i) Games, (ii) Cash Access Services,(iii) Kiosk Sales and Service, (iv) Central Credit Services, (v) Compliance Sales and Services, and (vi) Loyalty Sales and Services.

Other Intangible Assets

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

Debt Issuance Costs

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

Revenue Recognition

Overview

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

We evaluate the composition of our revenues to maintain compliance with SEC Regulation S-X Section 210.5-3, which requires us to separately present certain categories of revenues that exceed the quantitative threshold on our Statements of Operations.

Collectability

To assess collectability, we determine whether it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services transferred to the customer in accordance with the terms and conditions of the contract. In connection with these procedures, we evaluate the customer using internal and external information available, including, but not limited to, research and analysis of our credit history with the customer. Based on the nature of our transactions and historical trends, we determine whether our customers have the ability and intention to pay the amounts of consideration when they become due to identify potentially significant credit risk exposure.

Contract Combinations - Multiple Promised Goods and Services

Our contracts may include various performance obligations for promises to transfer multiple goods and services to a customer, especially since our Games and FinTech businesses may enter into multiple agreements with the same customer that meet the criteria to be combined for accounting purposes under ASC 606. When this occurs, a Stand-Alone Selling Price (“SSP”) will be determined for each performance obligation in the combined arrangement, and the consideration will be allocated between the respective performance obligations. The SSP of our goods and services is generally determined based on observable prices, an adjusted market assessment approach, or an expected cost plus margin approach. We utilize a residual approach only when the SSP for performance obligations with observable prices has been established and the remaining performance obligation in the contract with a customer does not have an observable price as it is uncertain or highly variable and, therefore, is not discernible. We use our judgment to analyze the nature of the promises made and determine whether each is distinct or should be combined with other promises in the contract based on the level of integration and interdependency between the individual deliverables.

Disaggregation of Revenues

We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 18 — Segment Information.”

Outbound Freight Costs, Installation and Training

Upon transferring control of goods to a customer, the shipping and handling costs in connection with sale transactions are generally accounted for as fulfillment costs and included in cost of revenues.

Our performance of installation and training services relating to the sales of gaming equipment and systems and FinTech equipment does not modify the software or hardware in those equipment and systems. Such installation and training services are generally immaterial in the context of the contract; and therefore, such items do not represent a separate performance obligation.

Costs to Acquire a Contract with a Customer

We typically incur incremental costs to acquire customer contracts in the form of sales commissions; however, because the expected benefit from these contracts is one year or less, we expense these amounts as incurred.

Contract Balances

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

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

Year Ended December 31,

2020

2019

Contract assets (1)

Balance at January 1 — current

i 8,634

i 6,821

Balance at January 1 — non-current

i 6,774

i 4,489

Total

i 15,408

i 11,310

Balance at December 31 — current

i 9,240

i 8,634

Balance at December 31 — non-current

i 8,321

i 6,774

Total

i 17,561

i 15,408

Increase

i 2,153

i 4,098

Contract liabilities (2)

Balance at January 1 — current

i 28,510

i 14,661

Balance at January 1 — non-current

i 354

i 809

Total

i 28,864

i 15,470

Balance at December 31 — current

i 26,980

i 28,510

Balance at December 31 — non-current

i 289

i 354

Total

i 27,269

i 28,864

(Decrease)/Increase

( i 1,595)

i 13,394

(1) The current portion of contract assets is included within trade and other receivables, net and the non-current portion is included within other receivables in our Balance Sheets.

(2) The current portion of contract liabilities is included within accounts payable and accrued expenses, and the non-current portion is included within other accrued expenses and liabilities in our Balance Sheets.

We recognized approximately $ i 23.5 million and $ i 14.2 million in revenue that was included in the beginning contract liability balance during 2020 and 2019, respectively.

Games Revenues

Gaming Operations

We primarily provide: (i) leased gaming equipment, both Class II and Class III offerings, on a participation or a daily fixed-fee basis, including standard games and hardware and premium games and hardware, inclusive of local-area progressive, and WAP; (ii) accounting and central determinant systems; and (iii) digital online gaming activities. We evaluate the recognition of lease revenues based on criteria set forth in ASC 842. Under these arrangements, we retain ownership of the machines installed at customer facilities. We recognize recurring rental income over time based on a percentage of the net win per day generated by the leased gaming equipment or a daily fixed-fee based on the timing services are provided. Such revenues are generated daily and are limited to the lesser of the net win per day generated by the leased gaming equipment or the fixed daily fee and the lease payments that have been collected from the lessee. Gaming operations revenues generated by leased gaming equipment deployed at sites under placement fee agreements give rise to contract rights, which are amounts recorded to intangible assets for dedicated floor space resulting from such agreements. The gaming operations revenues generated by these arrangements are reduced by the accretion of contract rights, which represents the related amortization of the contract rights recorded in connection with such agreements. Gaming operations lease revenues accounted for under ASC 842 are generally short-term in nature with payment terms ranging from i 30 to i 90 days. We recognized $ i 116.1 million, $ i 143.2 million, and $ i 136.6 million in lease revenues for the years ended December 31, 2020, 2019, and 2018, respectively.

Gaming operations revenues include amounts generated by WAP systems, which are recognized under ASC 606. WAP consists of linked slot machines located in multiple casino properties that are connected to a central system. WAP-based gaming machines have a progressive jackpot administered by us that increases with every wager until a player wins the top award combination. Casino operators pay us a percentage of the coin-in (the total amount wagered), a percentage of net win, or a combination of both for services related to the design, assembly, installation, operation, maintenance, administration, and marketing of the WAP offering. The gaming operations revenues with respect to WAP machines represent a separate performance obligation and we transfer control and recognize revenue over time based on a percentage of the coin-in, a percentage of net win, or a combination of both, based on the timing services are provided. These arrangements are generally short-term in nature with a majority of invoices payable within i 30 to i 90 days. Such revenues are presented in the Statements of Operations, net of the jackpot expense, which are composed of incremental amounts funded by a portion of coin-in from the players. At the time a jackpot is won by a player, an additional jackpot expense is recorded in connection with the base seed amount required to fund the minimum level as set forth in the WAP arrangements with the casino operators.

Gaming operations also include revenues generated under our arrangement to provide the New York State Gaming Commission (the “NYSGC”) with a central determinant monitoring and accounting system for the VLTs in operation at licensed State of New York gaming facilities. Pursuant to our agreement with the NYSGC, we receive a portion of the network-wide net win (generally, cash-in less prizes paid) per day in exchange for provision and maintenance of the central determinant system and recognize revenue over time, based on the timing services are provided. We also provide the central determinant system technology to Native American tribes in other licensed jurisdictions, for which we receive a portion of the revenue generated from the VLTs connected to the system. These arrangements are generally short-term in nature with payments due monthly.

Gaming operations revenues include amounts generated by our digital offering comprised of B2B and B2C activities. Our B2B operations provide games to our business customers, including both regulated real money and social casinos, which offer the games to consumers on their apps. Our B2B arrangements primarily provide access to our game content, and revenue is recognized over time as the control transfers upon our business partners’ daily access to such content based on either a flat fee or revenue share arrangements with the social and regulated real money casinos, based on the timing services are provided. Our B2C operations offer games directly to consumers for play with virtual currency, which can be purchased through our web and mobile applications. Control transfers, and we recognize revenues from player purchases of virtual currency as it is consumed for game play, which is based on a historical data analysis.

Gaming Equipment and Systems

Gaming equipment and systems revenues are derived from the sale of some combination of: (i) gaming equipment and player terminals; (ii) game content; (iii) license fees; and (iv) ancillary equipment, such as signage and lighting packages. Such arrangements are predominately short-term in nature with payment terms ranging from i 30 to i 180 days, and with certain agreements providing for extended payment terms up to i 39 months. Each contract containing extended payment terms over a period of 12 months is evaluated for the presence of a financing component; however, our contracts generally do not contain a financing component that has been determined to be significant to the contract. Distinct and thus, separately identifiable performance obligations for gaming equipment and systems arrangements include gaming equipment, player terminals, content, system software, license fees, ancillary equipment, or various combinations thereof. Gaming equipment and systems revenues are recognized at a point in time when control of the promised goods and services transfers to the customer, which is generally upon shipment or delivery pursuant to the terms of the contract. The performance obligations are generally satisfied at the same time or within a short period of time.

Gaming Other

Gaming other revenues are generated from fees paid by casino customers that participate in our TournEvent of Champions® national slot tournament. Casinos, in partnership with Everi, host slot tournaments, in which winners of the local and regional tournaments throughout the year then participate in a national tournament that results in the determination of a final champion. Revenues are recognized as earned over a period of time, based on the timing services are provided. These arrangements are generally short-term in nature with payment terms ranging from i 30 to i 90 days.

FinTech Revenues

Cash Access Services

Cash access services revenues are generally comprised of the following distinct performance obligations: cash advance, ATM, and check services. We do not control the cash advance and ATM services provided to a customer and, therefore, we are acting as an agent whose performance obligation is to arrange for the provision of these services. Our cash access services involve the movement of funds between the various parties associated with cash access transactions and give rise to settlement receivables and settlement liabilities, both of which are settled in days following the transaction.

Cash advance revenues are primarily comprised of transaction fees assessed to gaming patrons in connection with credit card cash access and POS debit card cash access transactions. Such fees are primarily based on a combination of a fixed amount plus a percentage of the face amount of the credit card cash access or POS debit card cash access transaction amount. In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third-party partners.

ATM revenues are primarily comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are authorized and interchange reimbursement fees paid to us by the patrons’ issuing banks. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount. In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third-party partners.

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

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

Equipment

Equipment revenues are derived from the sale of our cash access and loyalty kiosks and related equipment and are accounted for under ASC 606, unless such transactions meet definition of a sales type or direct financing lease which are accounted for under ASC 842. Revenues are recognized at a point in time when control of the promised goods and services transfers to the customer generally upon shipment or delivery pursuant to the terms of the contract. The sales contracts are generally short-term in nature with payment terms ranging from i 30 to i 90 days, while certain agreements provide for extended payment terms of up to i 60 months. Each contract containing extended payment terms over a period of 12 months is evaluated for the presence of a financing component; however, our contracts generally do not contain a financing component that has been determined to be significant to the contract.

Information Services and Other

Information services and other revenues include amounts derived from our cash access, loyalty kiosk, compliance, and loyalty related revenue streams from the sale of: (i) software licenses, software subscriptions, professional services, and certain other ancillary fees; (ii) service-related fees associated with the sale, installation, training, and maintenance of equipment directly to our customers under contracts, which are generally short-term in nature with payment terms ranging from i 30 to i 90 days, secured by the related equipment; (iii) credit worthiness-related software subscription services that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated; and (iv) ancillary marketing and database services.

Our software represents a functional right-to-use license, and the revenues are recognized as earned at a point in time. Subscription services are recognized over a period of time using an input method based on time elapsed as we transfer the control ratably by providing a stand-ready service. Professional services, training, and other revenues are recognized over a period of time as services are provided, thereby reflecting the transfer of control to the customer.

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 costs included within cost of revenues (exclusive of depreciation and amortization) are inventory and related costs associated with the sale of our fully integrated kiosks, electronic gaming machines and system sale, check cashing warranties, field service, and network operations personnel.

Advertising, Marketing, and Promotional Costs

i We expense advertising, marketing, and promotional costs as incurred. Total advertising, marketing, and promotional costs, included in operating expenses in the Statements of Operations, were $ i 1.3 million, $ i 5.0 million, and $ i 3.4 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Research and Development Costs

i We conduct research and development activities for both our Games and FinTech segments. Our Gaming research and development activities are primarily to develop gaming systems, game engines, casino data management systems, central determination and other electronic bingo-outcome determination systems, video lottery outcome determination systems, gaming platforms and gaming content, and to enhance our existing product lines. Our FinTech research and development activities are primarily to develop: (i) payments products, systems, and related capabilities such as security, encryption, and business rule engines that deliver differentiated patron experiences and integrate with our other products; (ii) compliance products that increase efficiencies, profitability, enhance employee/patron relationships, and meet regulatory reporting requirements; and (iii) loyalty products, systems, and features that attract, engage, and retain patrons in more intuitive and contextual ways than our competition.

Research and development costs consist primarily of salaries and benefits, consulting fees, certification and testing fees. Once the technological feasibility has been established, the project is capitalized until it becomes available for general release.

Research and development costs were $ i 27.9 million, $ i 32.5 million, and $ i 20.5 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Income Taxes

We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries; however, we could be subject to foreign withholding tax and U.S. state income taxes. The 2017 Tax Act also subjects our foreign subsidiary earnings to the Global Intangible Low-Taxed Income (“GILTI”) tax provisions. Some items of income and expense are not reported in tax returns and our Financial Statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes.

Our deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in our Financial Statements or income tax returns. Deferred tax assets and liabilities are determined based upon differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on the income tax provision or benefit and deferred tax assets and liabilities for a change in rates is recognized in the Statements of Operations in the period that includes the enactment date.

When measuring deferred tax assets, certain estimates and assumptions are required to assess whether a valuation allowance should be established by evaluating both positive and negative factors in accordance with accounting guidance. This evaluation requires that we exercise judgment in determining the relative significance of each factor. The assessment of the valuation allowance involves significant estimates regarding future taxable income and when it is recognized, the amount and timing of taxable differences, the reversal of temporary differences and the implementation of tax-planning strategies. A valuation allowance is established based on the weight of available evidence, including both positive and negative indicators, if it is more likely than not that a portion, or all, of the deferred tax assets will not be realized. Greater weight is given to evidence that is objectively verifiable, most notably historical results. If we report a cumulative loss from continuing operations before income taxes for a reasonable period of time, this form of negative evidence is difficult to overcome. Therefore, we include certain aspects of our historical results in our forecasts of future taxable income, as we do not have the ability to solely rely on forecasted improvements in earnings to recover deferred tax assets. When we report a cumulative loss position, to the extent our results of operations improve, such that we have the ability to overcome the more likely than not accounting standard, we may be able to reverse the valuation allowance in the applicable period of determination. In addition, we rely on deferred tax liabilities in our assessment of the realizability of deferred tax assets if the temporary timing difference is anticipated to reverse in the same period and jurisdiction and the deferred tax liabilities are of the same character as the temporary differences giving rise to the deferred tax assets.

We also follow generally accepted accounting principles (“GAAP”) to account for uncertainty in income taxes as recognized in our Financial Statements. The accounting standard creates a single model to address uncertainty in income tax positions and prescribes the minimum recognition threshold a tax position is required to meet before being recognized in our Financial Statements. The standard also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Under this standard, we may recognize tax benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed.

Employee Benefits Plan

i The Company provides a 401(k) Plan that allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or i 100% of their income on a pre-tax basis through contributions to the plan. As a benefit to employees, the Company matches a percentage of these employee contributions (as defined in the plan document). As a direct result of the circumstances surrounding the global pandemic, we were unable to offer a Company match of employee contributions for a majority of 2020. / Expenses related to the matching portion of the contributions to the 401(k) Plan were $ i 0.6 million, $ i 2.6 million, and $ i 2.2 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Fair Values of Financial Instruments

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

The carrying amount of cash and cash equivalents, restricted cash, settlement receivables, short-term trade and other receivables, settlement liabilities, accounts payable, and accrued expenses approximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. The fair value of long-term accounts payable is estimated by discounting the total obligation using the appropriate interest rates. As of December 31, 2020 and 2019, the fair value of trade and loan receivable approximated the carrying value due to contractual terms generally being slightly over i i 12 / months. The fair value of our borrowings is estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity, and similar instruments trading in more active markets.

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


	Level of Hierarchy	Fair Value		Outstanding Balance
December 31, 2020
Term loan	2	$	i 729,138	$	i 735,500
Incremental term loan	2	$	i 129,972	$	i 124,375
Senior unsecured notes	2	$	i 296,083	$	i 285,381
December 31, 2019
Term loan	2	$	i 753,494	$	i 749,000
Senior unsecured notes	2	$	i 401,738	$	i 375,000

Our borrowings’ fair values were determined using Level 2 inputs based on quoted market prices for these securities.

Foreign Currency Translation

i 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 (loss) income on the Statements of Operations. Translation adjustments on intercompany balances of a long-term investment nature are recorded as a component of accumulated other comprehensive loss on our Balance Sheets.

Use of Estimates

i We have made estimates and judgments affecting the amounts reported in these financial statements and the accompanying notes in conformity with GAAP. The actual results may materially differ from these estimates.

Earnings Applicable to Common Stock

i Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock resulting from assumed stock option exercises and vesting of restricted stock unless it is anti-dilutive. To the extent we report a net loss from continuing operations in a particular period, no potential dilution from the application of the treasury stock method would be applicable.

Stock-Based Compensation

Stock-based compensation results in a cost that is measured at fair value on the grant date of an award. Generally, we issue grants that are classified as equity awards. However, if we issue grants that are considered liability awards, they are remeasured at fair value at the end of each reporting period until settlement with changes being recognized as stock-based compensation cost and a corresponding adjustment recorded to the liability, either immediately or during the remaining service period depending on the vested status of the award. Generally, with respect to stock option awards granted under our plans, they expire i 10 years from the date of grant with the exercise price based on the closing market price of our common stock on the date of the grant.

Our restricted stock awards, restricted stock units, and performance-based stock units are measured at fair value based on the closing stock price on the grant date. Our time-based stock option awards are measured at fair value on the grant date using the Black Scholes model. The stock-based compensation cost is recognized on a straight-line basis over the vesting period of the awards.

Forfeiture amounts are estimated at the grant date for stock awards and are updated periodically based on actual results, to the extent they differ from the estimates.

Acquisition-Related Costs

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

Reclassification of Prior Year Balances

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

Recent Accounting Guidance

Recently Adopted Accounting Guidance


Standard	Description	Date of Adoption	Effect on Financial Statements
Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments	This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects lifetime expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.	January 1, 2020	This guidance primarily impacts our trade and other receivables, including those related to revenues from contracts with customers that may contain contract assets with respect to performance obligations that are satisfied for which the customers have not yet been invoiced. We adopted this guidance using the modified retrospective method. The adoption of ASC 326 did not have a material effect on our Financial Statements and did not result in a cumulative-effect adjustment. Refer to “Note 6 — Trade and Other Receivable s” for further discussion.
ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).	January 1, 2020	The adoption of this ASU did not have a material effect on our Financial Statements or on our disclosures.
ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting	This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”).	March 12, 2020	The adoption of this ASU has not had a material effect on our Financial Statements or on our disclosures through December 31, 2020.

Recent Accounting Guidance Not Yet Adopted


Standard	Description	Date of Planned Adoption	Effect on Financial Statements
ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes	This ASU simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations, and interim calculations, and adds guidance to reduce the complexity of applying Topic 740.	January 1, 2021	We are currently evaluating the impact of adopting this ASU on our Financial Statements and our disclosures; however, we do not expect the impact to be material.

As of December 31, 2020, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our consolidated financial statements.

3. i i LEASES /

On January 1, 2019, we adopted the new lease accounting guidance, ASC 842. We adopted the guidance using a modified retrospective approach utilizing the transition relief expedient method. Information related to leases as of December 31, 2020 and December 31, 2019 is presented under Topic 842, while prior period amounts are not adjusted and continue to be reported under legacy guidance in Topic 840.

We determine if a contract is, or contains, a lease at the inception, or modification, of a contract based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of an asset is predicated upon the notion that a lessee has both the right to (i) obtain substantially all of the economic benefit from the use of the asset; and (ii) direct the use of the asset.

Operating lease ROU assets and liabilities are recognized based on the present value of minimum lease payments over the expected lease term at commencement date. Lease expense is recognized on a straight-line basis over the expected lease term. Our lease arrangements have both lease and non-lease components, and we have elected the practical expedient to account for the lease and non-lease elements as a single lease.

Certain of our lease arrangements contain options to renew with terms that generally have the ability to extend the lease term to a range of approximately i 1 to i 10 years. The exercise of lease renewal options is generally at our sole discretion. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such option. The depreciable life of leased assets and leasehold improvements are limited by the expected term of such assets, unless there is a transfer of title or purchase option reasonably certain to be exercised.

Lessee

We enter into operating lease agreements for real estate purposes that generally consist of buildings for office space and warehouses for manufacturing purposes. Certain of our lease agreements consist of rental payments that are periodically adjusted for inflation. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. Our lease agreements do not generally provide explicit rates of interest; therefore, we use our incremental collateralized borrowing rate, which is based on a fully collateralized and fully amortizing loan with a maturity date the same as the length of the lease that is based on the information available at the commencement date to determine the present value of lease payments. Leases with an expected term of 12 months or less (short-term) are not accounted for on our Balance Sheets. Our finance leases are immaterial.

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

Classification on our Balance Sheets

Assets

Operating lease ROU assets

Other assets, non-current

i 16,104

i 12,257

Liabilities

Current operating lease liabilities

Accounts payable and accrued expenses

i 5,649

i 5,824

Non-current operating lease liabilities

Other accrued expenses and liabilities

i 16,077

i 9,628

/ i

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


	Year Ended December 31,
	2020		2019
Cash paid for:
Long-term operating leases	$	i 6,411	$	i 5,893
Short-term operating leases	$	i 1,908	$	i 1,799
Right-of-use assets obtained in exchange for lease obligations:
Operating leases(1)	$	i 10,356	$	i 16,533	(2)

(1) The amounts are presented net of current year terminations and exclude amortization for the period.

(2) The amount includes approximately $ i 13.6 million of operating lease ROU assets obtained in exchange for existing lease obligations due to the adoption of ASC 842 (net of operating lease terminations occurring in 2019 in the amount of approximately $ i 0.5 million), and approximately $ i 2.5 million of operating lease ROU assets obtained in exchange for new lease obligations entered into during the year ended December 31, 2019.

/ i

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

Weighted Average Remaining Lease Term (in years):

Operating leases

i 4.16

i 2.96

Weighted Average Discount Rate:

Operating leases

i 5.16

i 5.25

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


	Year Ended December 31,
	2020		2019
Operating Lease Cost:
Operating lease cost (1)	$	i 5,770	$	i 4,907
Variable lease cost	$	i 1,682	$	i 1,619

(1) The amount includes approximately $ i 4.9 million and $ i 4.3 million in non-cash lease expense for the years ended December 31, 2020 and 2019, respectively.

Maturities of lease liabilities are summarized as follows as of December 31, 2020 (in thousands):


Year ending December 31,	Amount
2021	$	i 6,523
2022	i 5,892
2023	i 4,414
2024	i 3,456
2025	i 2,889
Thereafter	i 1,042
Total future minimum lease payments	$	i 24,216
Amount representing interest	i 2,490
Present value of future minimum lease payments	$	i 21,726
Current operating lease obligations	i 5,649
Long-term lease obligations	$	i 16,077

Lessor

We generate lease revenues primarily from our gaming operations activities, and the majority of our leases are month-to-month leases. Under these arrangements, we retain ownership of the EGMs installed at customer facilities. We receive recurring revenues based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee. Such revenues are generated daily and are limited to the lesser of the net win per day generated by the leased gaming equipment or the fixed daily fee and the lease payments that have been collected from the lessee. Certain of our leases have terms and conditions with options for a lessee to purchase the underlying assets. Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” for further discussion of lease revenues. The cost of property and equipment the Company is leasing to third-parties as of December 31, 2020 is approximately $ i 216.8 million, which includes accumulated depreciation of approximately $ i 137.0 million.

For the year ended December 31, 2020, our sales type leases are immaterial. For the year ended December 31, 2019 we generated lease revenue from sales type leases in the FinTech segment in the amount of approximately $ i 2.6 million.

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

Classification on our Balance Sheets

Assets

Net investment in sales-type leases — current

Trade and other receivables, net

i 1,397

i 874

Net investment in sales-type leases — non-current

Other receivables

i 803

i 1,288

4. i BUSINESS COMBINATIONS

The following is a summary of business combinations completed during the year ended December 31, 2019.

Atrient, Inc.

On March 8, 2019, we acquired certain assets of Atrient, Inc. (“Atrient,” the “Seller”), a privately held company that developed and distributed hardware and software applications to gaming operators to enhance gaming patron loyalty, pursuant to an asset purchase agreement. This acquisition included existing contracts with gaming operators, technology, and intellectual property that allow us to provide gaming operators with self-service enrollment, loyalty and marketing equipment, a mobile application to offer a gaming operator’s patrons additional flexibility in accessing casino promotions, and a marketing platform that manages and delivers a gaming operator’s marketing programs through these patron interfaces. This acquisition expanded our financial technology solutions offerings within our FinTech segment. Under the terms of the asset purchase agreement, we paid the Seller $ i 20.0 million at the closing of the transaction and an additional $ i 10.0 million one year following the closing and we will pay another $ i 10.0 million two years following the date of closing. In addition, we expect that an additional $ i 10.0 million in contingent consideration will be earned by the Seller based upon the achievement of certain revenue targets over the first two years post-closing. We expect the total consideration for this acquisition, inclusive of the contingent consideration, to be approximately $ i 50.0 million.

The total purchase consideration for certain assets of Atrient was as follows (in thousands):


	Amount
Purchase consideration
Cash consideration paid at closing	$	i 20,000
Cash consideration to be paid in subsequent periods (at fair value)	i 18,528
Total cash consideration	i 38,528
Contingent consideration (at fair value)	i 9,028
Total purchase consideration	$	i 47,556

As of December 31, 2019, cash consideration was comprised of a short-term component recorded in accounts payable and accrued expenses and a long-term component payable within two years recorded in other accrued expenses and liabilities in our Balance Sheets. As of December 31, 2020, cash consideration is comprised of a short-term component recorded in accounts payable and accrued expenses.

As of December 31, 2019, the contingent consideration was comprised of a long-term component recorded in other accrued expenses and liabilities in our Balance Sheets. As of December 31, 2020, contingent consideration is comprised of a short-term component recorded in accounts payable and accrued expenses.

The transaction was recorded using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed are recognized at their respective fair values as of the closing date of the transaction. The excess of the fair value of the purchase consideration over those fair value amounts was recorded as goodwill, which will be amortized over a period of i 15 years for tax purposes. The goodwill recognized is primarily attributable to the income potential from the expansion of our footprint in the gaming space by enhancing our existing financial technology solution portfolio to add new touch-points for gaming patrons at customer locations and a new loyalty and marketing-focused business line, assembled workforce, among other strategic benefits.

The information below summarizes the amounts of identifiable assets acquired and liabilities assumed, which reflects an adjustment of approximately $ i 0.2 million from the preliminary allocation completed as of the closing date of the transaction. The adjustment related to the provisional amounts recognized for certain receivables, inventory, and liabilities for which we have subsequently obtained and evaluated more detailed information than what existed as of the closing date of the transaction (in thousands):


	Amount
Current assets	$	i 3,146
Property and equipment, net	i 8
Goodwill	i 33,126
Other intangible assets, net	i 14,200
Other assets	i 239
Total assets	i 50,719
Accounts payable and accrued expenses	( i 3,073)
Other accrued expenses and liabilities	( i 90)
Total liabilities	( i 3,163)
Net assets acquired	$	i 47,556

Receivables acquired of approximately $ i 1.8 million were short-term in nature and considered to be collectible, and therefore, the carrying amounts of these assets were determined to represent their fair values. Inventory acquired of approximately $ i 1.3 million consisted of raw materials and finished goods and was fair valued based on the estimated net realizable value of these assets. Property and equipment acquired were not material in size or scope, and the carrying amounts of these assets represented their fair values. The operating lease ROU assets of approximately $ i 0.2 million, which are included in other assets in our Balance Sheets, were recorded at their fair values based on the present value of future lease payments discounted in accordance with the policy disclosed in “Note 3 — Leases.”

Other intangible assets acquired of approximately $ i 14.2 million were comprised of customer contracts and developed technology. The fair value of customer contracts of approximately $ i 9.2 million was determined by applying the income approach utilizing the excess earnings methodology using Level 3 inputs in the hierarchy with a discount rate utilized of i 17%. The fair value of developed technology of approximately $ i 5.0 million was determined by applying the income approach utilizing the relief from royalty methodology using Level 3 inputs with a royalty rate of i 15% and a discount rate utilized of i 18%.

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

Useful Life (Years)

Estimated Fair Value

Other Intangible Assets

Developed technology

i 3

i 5,000

Customer contracts

i 5

i 9,200

Total other intangible assets

i 14,200

The financial results included in our Statements of Operations since the acquisition date and for the year ended December 31, 2019 reflected revenues of approximately $ i 16.0 million and net income of approximately $ i 3.9 million. We incurred acquisition-related costs of approximately $ i 0.2 million for the year ended December 31, 2019.

Micro Gaming Technologies, Inc.

On December 24, 2019, we acquired certain assets of Micro Gaming Technologies, Inc. (“MGT”), a privately held company that developed and distributed kiosks and software applications to gaming patrons to enhance patron loyalty, in an asset purchase agreement. The acquired assets consisted of existing contracts with gaming operators, technology, and intellectual property intended to allow us to provide gaming operators with self-service patron loyalty functionality delivered through stand-alone kiosk equipment and a marketing platform that manages and delivers gaming operators marketing programs through these patron interfaces. This acquisition further expanded our financial technology loyalty offerings within our FinTech segment. Under the terms of the asset purchase agreement, we paid MGT $ i 15.0 million at the closing of the transaction, with an additional $ i 5.0 million due by April 1, 2020 and a final payment of $ i 5.0 million due two years following the date of closing. In light of the COVID-19 pandemic, we entered into an amendment to the asset purchase agreement allowing us to remit the additional $ i 5.0 million by July 1, 2020, which we paid in June 2020, with a final payment of $ i 5.0 million due by July 1, 2021.

The related liabilities were recorded at fair value on the acquisition date as part of the consideration transferred and were included in accounts payable and accrued expenses and other accrued expenses and liabilities as of December 31, 2020 and 2019 for the current and non-current portions, respectively. The total consideration for this acquisition is expected to be approximately $ i 25.0 million. The acquisition did not have a significant impact on our results of operations or financial condition.

The total purchase consideration for certain assets of MGT was as follows (in thousands):


	Amount
Purchase consideration
Cash consideration paid at closing	$	i 15,000
Cash consideration to be paid in subsequent periods (at fair value)	i 9,514
Total cash consideration	$	i 24,514

As of December 31, 2019, cash consideration was comprised of a short-term component that was recorded in accounts payable and accrued expenses and a long-term component payable within two years recorded in other accrued expenses and liabilities in our Balance Sheets. As of December 31, 2020, cash consideration is comprised of a short-term component recorded in accounts payable and accrued expenses.

The transaction was recorded using the acquisition method of accounting, as described above, and the goodwill will be amortized over a period of i 15 years for tax purposes. The goodwill recognized is primarily attributable to the income potential from further expansion of our footprint in the gaming space and from enhancement of our financial technology loyalty offerings and marketing-focused business line, assembled workforce, among other strategic benefits.

The information below summarizes the amount of identifiable assets acquired and liabilities assumed, which reflect an adjustment of approximately $ i 0.4 million from the preliminary allocation completed as of the closing date of the transaction. The adjustment related to the provisional amounts recognized for certain receivables and liabilities, for which we have subsequently obtained evaluated more detailed information than what existed as of the closing date of the transaction. (in thousands):


	Amount
Current assets	$	i 2,890
Property and equipment, net	i 25
Goodwill	i 8,268
Other intangible assets, net	i 16,600
Other assets	i 1,853
Total assets	i 29,636
Accounts payable and accrued expenses	( i 3,493)
Other accrued expenses and liabilities	( i 1,629)
Total liabilities	( i 5,122)
Net assets acquired	$	i 24,514

Receivables acquired of approximately $ i 2.8 million were short-term in nature and considered to be collectible, and therefore, the carrying amounts of these assets were determined to represent their fair values. We did not acquire a material amount of inventory. Property and equipment and other assets acquired were not material in size or scope, and the carrying amounts of these assets represented their fair values. The operating lease ROU assets of approximately $ i 1.8 million, which are included in other assets in our Balance Sheets, were recorded at their fair values based on the present value of future lease payments discounted in accordance with the policy disclosed in “Note 3 — Leases.”

Other intangible assets acquired of approximately $ i 16.6 million were comprised of customer contracts, developed technology, and non-compete agreements. The fair value of customer contracts of approximately $ i 11.6 million was determined by applying the income approach utilizing the excess earnings methodology using Level 3 inputs with a discount rate utilized of i 23%. The fair value of developed technology of approximately $ i 4.4 million was determined by applying the income approach utilizing the relief from royalty methodology with a royalty rate of i 15% and a discount rate utilized of i 24%. The fair value of non-compete agreements of approximately $ i 0.6 million was determined by applying the income approach utilizing the with and without methodology with a discount rate of i 23%.

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

Useful Life (Years)

Estimated Fair Value

Other Intangible Assets

Customer contracts

i 8

i 11,600

Developed technology

i 3

i 4,400

Non-compete agreements

i 3

i 600

Total other intangible assets

i 16,600

The financial results included in our Statements of Operations since the acquisition date and for the year ended December 31, 2019 reflected revenues of approximately $ i 0.2 million and a net result that was break even. Acquisition-related costs incurred in the years ended December 31, 2020 and 2019 were immaterial.

The unaudited pro forma financial data with respect to the revenue and earnings on a consolidated basis as if the Atrient and MGT acquisitions occurred on January 1, 2018 included revenues of approximately $ i 550.8 million and $ i 496.6 million and net income of approximately $ i 16.4 million and $ i 13.0 million for the years ended December 31, 2019 and 2018, respectively.

5. i FUNDING AGREEMENTS

Commercial Cash Arrangements

We have commercial arrangements with third-party vendors to provide cash for certain of our ATMs. For the use of these funds, we pay a cash usage fee on either the average daily balance of funds utilized multiplied by a contractually defined cash usage rate or the amounts supplied multiplied by a contractually defined cash usage rate. These cash usage fees, reflected as interest expense within the Statements of Operations, were approximately $ i 3.1 million, $ i 7.2 million, and $ i 7.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. We are exposed to interest rate risk to the extent that the applicable rates increase.

Under these agreements, the currency supplied by third party vendors remain their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected in our Balance Sheets. The outstanding balances of ATM cash utilized by us from the third parties were approximately $ i 340.3 million and $ i 292.6 million as of December 31, 2020 and 2019, respectively.

Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash in the maximum amount of $ i 300 million with the ability to increase the amount by $ i 75 million over a i five-day period for holidays, such as the period around New Year’s Day. The term of the agreement expires on June 30, 2023 and will automatically renew for additional i one-year periods unless either party provides a i ninety-day written notice of its intent not to renew.

We are responsible for losses of cash in the ATMs under this agreement, and we self-insure for this type of risk. There were no material losses for the years ended December 31, 2020, 2019, and 2018.

Site-Funded ATMs

We operate ATMs at certain customers’ gaming establishments where the gaming establishment provides the cash required for the ATMs’ 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 included within settlement liabilities in the accompanying Balance Sheets was approximately $ i 125.3 million and $ i 157.3 million as of December 31, 2020 and 2019, respectively.

Everi-Funded ATMs

We enter into agreements with international customers for certain of our ATMs whereby we provide the cash required to operate the ATMs. We supplied approximately $ i 0.2 million and $ i 5.5 million of our cash for these ATMs at December 31, 2020 and 2019, respectively, which represents an outstanding balance under such agreements at the end of the period. Such amounts are reported within settlement receivables line on our Balance Sheets.

Pre-funded Cash Access Agreements

Due to regulatory requirements in certain jurisdictions, some international gaming establishments require pre-funding of cash to cover the outstanding settlement amounts in order for us to provide cash access services to their properties. We enter into agreements with these gaming operators for which we supply our cash access services to their properties. Under these agreements, we maintain sole discretion to either continue or cease operations as well as discretion over the amounts pre-funded to the properties and may request amounts to be refunded to us, with appropriate notice to the operator, at any time. The initial pre-funded amounts and subsequent amounts from the settlement of transactions are deposited into a bank account that is to be used exclusively for cash access services, and we maintain the right to monitor the transaction activity in that account. The total amount of pre-funded cash outstanding was approximately $ i 2.6 million and $ i 6.3 million at December 31, 2020 and 2019, respectively, and is included in prepaid expenses and other assets line on our Balance Sheets.

6. i TRADE AND OTHER RECEIVABLES

Trade and other receivables represent short-term credit granted to customers and long-term loans receivable in connection with our Games and FinTech equipment and compliance products. Trade and loans receivables generally do not require collateral. The balance of trade and loans receivables consists of outstanding balances owed to us by gaming establishments. Other receivables include income tax receivables and other miscellaneous receivables.

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

2020

2019

Trade and other receivables, net

Games trade and loans receivables

i 44,794

i 51,651

FinTech trade and loans receivables

i 14,683

i 23,723

Contract assets (1)

i 17,561

i 15,408

Insurance settlement receivable (2)

i 7,650

Other receivables

i 1,923

i 3,977

Net investment in sales-type leases

i 2,200

i 2,162

Total trade and other receivables, net

i 88,811

i 104,571

Non-current portion of receivables

Games trade and loans receivables

( i 1,333)

( i 1,018)

FinTech trade and loans receivables

( i 4,163)

( i 7,581)

Contract assets (1)

( i 8,321)

( i 6,774)

Net investment in sales-type leases

( i 803)

( i 1,288)

Total non-current portion of receivables

( i 14,620)

( i 16,661)

Total trade and other receivables, current portion

i 74,191

i 87,910

(1) Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” for a discussion on the contract assets.

(2) Refer to “Note 13 — Commitments and Contingencies” for a discussion on the insurance settlement receivable.

Allowance for Credit Losses

As discussed in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies,” we adopted ASC 326 effective January 1, 2020 using the modified retrospective approach such that the new guidance applies to the reporting periods following the adoption date with prior period presentation not being impacted. The adoption of ASC 326 did not have a material impact on our Financial Statements and did not result in a cumulative-effect adjustment as of the adoption date. Our operations were not significantly impacted, both for short- and long-term accounts receivable, due to the following:

•Our FinTech business acts as a merchant of record for settlement transactions for our cash access related customers wherein cash is held by the Company; therefore, we generally have the ability to withhold the necessary funds from customers to satisfy the outstanding receivables associated with equipment, information and other products and services.

•Our Games business sells EGMs to gaming establishments on a relatively short-term basis and collections are reasonably certain based on historical experience, financial stability of our customers, and lack of concentration of our receivables. The material portion of long-term loans receivable balance is fully collateralized, and therefore, does not represent a risk of credit loss. The risk of credit loss is further reduced by the fact that both segments generally share the same top customers such that sales made by the Games business to the existing FinTech customers are secured by our ability to withhold the necessary funds through the FinTech revenue arrangements.

The activity in our allowance for credit losses for the years ended December 31, 2020 and 2019 is as follows (in thousands):


	At December 31,
	2020		2019
Beginning allowance for credit losses	$	( i 5,786)	$	( i 6,425)
Provision	( i 8,010)		( i 14,647)
Charge-offs and recoveries	i 10,107		i 15,286
Ending allowance for credit losses	$	( i 3,689)	$	( i 5,786)

7. i INVENTORY

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

Inventory consisted of the following (in thousands):

2020

2019

Inventory

Component parts, net of reserves of $ i 1,262 and $ i 2,007 at December 31, 2020 and December 31, 2019, respectively

i 21,560

i 24,864

Work-in-progress

i 182

i 94

Finished goods

i 6,000

i 1,616

Total inventory

i 27,742

i 26,574

8. i PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets include the balance of prepaid expenses, deposits, debt issuance costs on our Revolving Credit Facility (defined herein), restricted cash, operating lease ROU assets, and other assets. The current portion of these assets is included in prepaid expenses and other assets and the non-current portion is included in other assets, both of which are contained within the Balance Sheets.

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

2020

2019

Prepaid expenses and other assets

Prepaid expenses

i 11,282

i 11,272

Deposits

i 4,133

i 8,501

Restricted cash(1)

i 542

i 6,639

Other

i 1,391

i 1,484

Total prepaid expenses and other assets

i 17,348

i 27,896

(1) Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” for discussion on the composition of the restricted cash balance.

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

2020

2019

Other assets

Operating lease ROU assets

i 16,104

i 12,257

Prepaid expenses and deposits

i 4,952

i 7,378

Debt issuance costs of revolving credit facility

i 267

i 460

Other

i 673

i 244

Total other assets

i 21,996

i 20,339

9. i PROPERTY AND EQUIPMENT

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

Useful Life (Years)

Cost

Accumulated Depreciation

Net Book Value

Cost

Accumulated Depreciation

Net Book Value

Property and equipment

Rental pool - deployed

i 2- i 4

i 216,775

i 136,975

i 79,800

i 196,571

i 106,888

i 89,683

Rental pool - undeployed

i 2- i 4

i 21,974

i 16,680

i 5,294

i 31,901

i 22,970

i 8,931

FinTech equipment

i 1- i 5

i 33,349

i 21,947

i 11,402

i 29,947

i 22,114

i 7,833

Leasehold and building improvements

Lease Term

i 11,352

i 8,557

i 2,795

i 11,815

i 8,150

i 3,665

Machinery, office, and other equipment

i 1- i 5

i 45,085

i 32,053

i 13,032

i 48,860

i 30,103

i 18,757

Total

i 328,535

i 216,212

i 112,323

i 319,094

i 190,225

i 128,869

Depreciation expense related to property and equipment totaled approximately $ i 67.5 million, $ i 63.2 million, and $ i 61.2 million for the years ended December 31, 2020, 2019, and 2018, respectively.

10. i GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. The balance of goodwill was approximately $ i 682.0 million and $ i 681.6 million at December 31, 2020 and 2019, respectively. We have the following reporting units: (i) Games; (ii) Cash Access Services; (iii) Kiosk Sales and Services; (iv) Central Credit Services; (v) Compliance Sales and Services; and (vi) Loyalty Sales and Services.

Assessment for Impairment of Goodwill

We test our goodwill for impairment on October 1 each year, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The impact of COVID-19 and the closure of most casino properties during the second quarter of 2020 qualified as a triggering event and accordingly, we performed a goodwill impairment test at such time, for which we utilized the quantitative “Step 1” approach that required a comparison of the carrying amount of each reporting unit to its estimated fair value.

In connection with the interim assessment conducted during the second quarter of 2020, we determined that no goodwill impairment adjustments were necessary as a result of the fair value of each reporting unit exceeding its carrying amount. Our Games reporting unit had a carrying amount of approximately $ i 449.0 million as of May 31, 2020, which represented a majority of the total goodwill balance. The fair value of this reporting unit exceeded the carrying value by approximately i 10% as of May 31, 2020.

To estimate the fair value of each reporting unit, we used a combination of an income valuation approach and a market valuation approach. The income valuation approach is based on a discounted cash flow (“DCF”) analysis. This method involves estimating the after-tax net cash flows attributable to a reporting unit and then discounting them to a present value using a risk-adjusted discount rate. Assumptions applied in the DCF to derive our after-tax net cash flows require the use of significant judgment, including, but not limited to: appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. The projected cash flows are based on our most recent expectations. 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 after-tax net cash flow projections used in the DCF are based on estimates of the weighted average cost of capital (the “WACC”) of market participants relative to each respective reporting unit. The market valuation approach considers comparable market data based on multiples of revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”). To the extent the carrying amount of a reporting unit is less than its estimated fair value, an impairment charge is recorded.

Since our quantitative goodwill impairment analysis at May 31, 2020, we performed a qualitative assessment of goodwill impairment on October 1, 2020 using a “Step 0” approach by evaluating our economic performance, outlook and other events and circumstances. As a result of the annual assessment of goodwill impairment, we noted there were no indicators that would warrant further quantitative testing of our goodwill.

As additional facts and circumstances evolve, we continue to observe and assess our reporting units with a specific focus on the Games reporting unit, particularly as a direct consequence of the circumstances surrounding COVID-19. To the extent new information becomes available that may impact our results of operations and financial condition, we expect to revise our projections accordingly as our estimates of future net after-tax cash flows are highly dependent upon certain assumptions, including, but not limited to, the amount and timing of the economic recovery globally, nationally and specifically within the gaming industry. More specifically, we may need to further adjust our assumptions and we may be required to perform either a quantitative or qualitative assessment of our goodwill in future periods given the significant degree of uncertainty with respect to: (i) the timing of reopening, and the subsequent reclosing, of certain casino properties; (ii) regulatory and governmental restrictions; and (iii) the demand from patrons that visit gaming establishments.

Furthermore, the evaluation of impairment of goodwill requires the use of estimates about future operating results. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations and financial condition. The estimates of expected future cash flows require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including, estimates of future growth rates, operating margins and assumptions about the overall economic climate as well as the competitive environment within which we operate. There can be no assurance that our estimates and assumptions made for purposes of our impairment assessments as of the time of evaluation will prove to be accurate predictions of the future, especially in light of the uncertainty surrounding the COVID-19 pandemic. If our assumptions regarding business plans, competitive environments, or anticipated growth rates are not correct, we may be required to record non-cash impairment charges in future periods, whether in connection with our normal review procedures periodically, or earlier, if an indicator of an impairment is present prior to such evaluation.

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

Games

Cash Access Services

Kiosk Sales and Services

Central Credit Services

Compliance Sales and Services

Loyalty Sales and Services

Total

Goodwill

Balance, December 31, 2018

i 449,041

i 157,046

i 5,745

i 17,127

i 11,578

i —

i 640,537

Foreign translation adjustment

i —

i 28

i —

i 28

Acquisitions (1)

i —

i 41,070

Balance, December 31, 2019

i 449,041

i 157,074

i 5,745

i 17,127

i 11,578

i 41,070

i 681,635

Foreign translation adjustment

i —

i 14

i —

i 14

Acquisitions (1)

i —

i 325

Balance, December 31, 2020

i 449,041

i 157,088

i 5,745

i 17,127

i 11,578

i 41,395

i 681,974

(1) Refer to “Note 4 — Business Combinations” for a discussion on the acquisitions.

Other Intangible Assets

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

Useful Life (Years)

Cost

Accumulated Amortization

Net Book Value

Cost

Accumulated Amortization

Net Book Value

Other intangible assets

Contract rights under placement fee agreements

i 3- i 7

i 60,561

i 28,108

i 32,453

i 58,516

i 20,888

i 37,628

Customer contracts

i 3- i 14

i 71,975

i 54,407

i 17,568

i 71,975

i 49,477

i 22,498

Customer relationships

i 3- i 7

i 231,100

i 126,549

i 104,551

i 231,100

i 105,584

i 125,516

Developed technology and software

i 1- i 6

i 313,957

i 255,771

i 58,186

i 314,343

i 224,274

i 90,069

Patents, trademarks, and other

i 2- i 18

i 19,682

i 17,813

i 1,869

i 19,682

i 16,206

i 3,476

Total

i 697,275

i 482,648

i 214,627

i 695,616

i 416,429

i 279,187

Amortization expense related to other intangible assets totaled approximately $ i 75.3 million, $ i 68.9 million, and $ i 65.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. We capitalized $ i 21.2 million, $ i 43.7 million, and $ i 33.3 million of internally-developed software costs for the years ended December 31, 2020, 2019, and 2018, respectively.

On a quarterly basis, we evaluate our other intangible assets for potential impairment as part of our review process. During 2020, we recorded a full write-down of intangible assets of approximately $ i 6.3 million, of which $ i 6.0 million and $ i 0.3 million, related to our Games and FinTech businesses, respectively, for certain of our internally developed and third-party software projects that were not expected to be pursued. This charge was reflected in Operating Expenses of our Statement of Operations. There was i i no / material impairment identified for any of our other intangible assets for the years ended December 31, 2019 and 2018.

The anticipated amortization expense related to other intangible assets, assuming no subsequent impairment of the underlying assets, is as follows (in thousands):


Anticipated amortization expense	Amount
2021	$	i 61,139
2022	i 44,507
2023	i 29,006
2024	i 23,274
2025	i 17,328
Thereafter	i 18,020
Total (1)	$	i 193,274

(1) For the year ended December 31, 2020, the Company had $ i 21.3 million in other intangible assets that had not yet been placed into service.

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 the agreements to reduce our floor space at these facilities. Any proceeds received for the reduction of floor space are first applied against the intangible asset for that particular placement fee agreement, if any, and the remaining net book value of the intangible asset is prospectively amortized on a straight-line method over its remaining estimated useful life.

We paid approximately $ i 3.1 million, $ i 17.7 million, and $ i 22.7 million in placement fees for the years ended December 31, 2020, 2019, and 2018, respectively. The payments made in 2019 and 2018 included approximately $ i 0.6 million and $ i 2.1 million of imputed interest, respectively.

11. i ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table presents our accounts payable and accrued expenses (amounts in thousands):

2020

2019

Accounts payable and accrued expenses

Trade accounts payable

i 54,531

i 78,627

Contract liabilities

i 26,980

i 28,510

Contingent consideration and acquisition-related liabilities (1)

i 24,674

i 14,902

Payroll and related expenses

i 13,357

i 18,058

Litigation accrual (2)

i 12,727

i 14,000

Operating lease liabilities

i 5,649

i 5,824

Other

i 3,605

i 3,893

Accrued taxes

i 1,329

i 1,846

Cash access processing and related expenses

i 1,109

i 5,511

Accrued interest

i 1,068

i 1,347

Placement fees

i —

i 585

Total accounts payable and accrued expenses

i 145,029

i 173,103

(1) Refer to “Note 4 — Business Combinations ” for discussion on contingent consideration and acquisition-related liabilities.

(2) Refer to “Note 13 — Commitments and Contingencies” for discussion on this legal matter.

12. i LONG-TERM DEBT

The following table summarizes our indebtedness (in thousands):

Maturity

Interest

At December 31,

Date

Rate

2020

2019

Long-term debt

$ i 820 million Term Loan Facility

2024

LIBOR+ i 2.75%

i 735,500

i 749,000

$ i 125 million Incremental Term Loan Facility

2024

LIBOR+ i 10.50%

i 124,375

i —

$ i 35 million Revolving Credit Facility

2022

LIBOR+ i 4.50%

i —

Senior Secured Credit Facilities

i 859,875

i 749,000

$ i 375 million 2017 Unsecured Notes

2025

i 7.50%

i 285,381

i 375,000

Total debt

i 1,145,256

i 1,124,000

Debt issuance costs and discount

( i 16,003)

( i 15,922)

Total debt after debt issuance costs and discount

i 1,129,253

i 1,108,078

Current portion of long-term debt

( i 1,250)

i —

Total long-term debt, net of current portion

i 1,128,003

i 1,108,078

Senior Secured Credit Facilities

Our Senior Secured Credit Facilities consist of: (i) an $ i 820.0 million, i seven-year senior secured term loan facility (the “Term Loan Facility”); (ii) a $ i 125.0 million, i seven-year senior secured term loan (the “Incremental Term Loan”; and (iii) a $ i 35.0 million, i five-year senior secured revolving credit facility (the “Revolving Credit Facility”) provided for under our credit agreement with Everi Payments, as borrower, and Everi Holdings with the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender, letter of credit issuer, sole lead arranger and sole book manager (the “Credit Agreement”).

In March 2020, we completed the full draw down of our available capacity of $ i 35.0 million under the Revolving Credit Facility in order to improve our liquidity and preserve financial flexibility in light of the uncertainty in our industry and the global economy as a result of COVID-19. In accordance with the terms of the Revolving Credit Facility, the proceeds from this borrowing were being used for working capital, general corporate purposes and other permitted uses. On September 14, 2020, we repaid in full the $ i 35.0 million under the Revolving Credit Facility that we had previously drawn at the onset of the global pandemic.

On April 21, 2020, we entered into the Fourth Amendment to our existing Credit Agreement, which among other things: (i) permits the incurrence of incremental equivalent debt subject to a i 4.50:1.00 Consolidated Secured Leverage Ratio (as defined in the Credit Agreement) for calculation periods prior to December 31, 2021; and (ii) amends the consolidated secured leverage ratio covenant, including to remove the maximum consolidated secured leverage ratio for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020 and to change the computation methodology of the consolidated leverage ratio for the quarters ending March 31, 2021, June 30, 2021, and September 30, 2021.

On April 21, 2020 (the “Closing Date”), we entered into a new credit agreement, dated as of April 21, 2020 (the “Incremental Term Loan Credit Agreement”), which provides for a $ i 125.0 million Incremental Term Loan, which is secured on a pari passu basis with the loans under our existing Credit Agreement. The entire amount of the Incremental Term Loan was borrowed on April 21, 2020.

The Incremental Term Loan matures May 9, 2024. The interest rate per annum applicable to the Incremental Term Loan will be, at Everi Payment’s option, the Eurodollar rate plus i 10.50% or the base rate plus i 9.50%.

Voluntary prepayments of the Incremental Term Loan prior to the i two-year anniversary of the Closing Date will be subject to a make-whole premium, and voluntary prepayments for the subsequent i six-month period will be subject to a prepayment premium of i 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 subsequently acquired assets of each of Everi FinTech, Everi Holdings, and the subsidiary guarantors party thereto including: (a) a perfected first priority pledge of all the capital stock of Everi FinTech and each domestic direct, wholly owned material restricted subsidiary held by Everi Holdings, Everi FinTech, or any such subsidiary guarantor; and (b) a perfected first priority security interest in substantially all other tangible and intangible assets of Everi Holdings, Everi FinTech, 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 Everi Holdings and such subsidiary guarantors.

The Incremental Term Loan Credit Agreement contains certain covenants that, among other things, limit our ability, and the ability of certain of our 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 Incremental Term Loan Credit Agreement also requires us, together with our subsidiaries, to comply with a maximum consolidated secured leverage ratio, except that no such requirement shall apply for the quarter ending December 31, 2020.

In connection with the issuance of the Incremental Term Loan on April 21, 2020, we also issued warrants to Sagard Credit Partners, LP and Sagard Credit Partners (Cayman), LP (collectively, “Sagard”) to acquire i 184,670 and i 40,330 shares of our common stock, respectively, with an exercise price equal to $ i 5.37 per share. The warrants were issued in connection with the Incremental Term Loan as further consideration based on the level of participation in the arrangement by Sagard. The warrants expire on the fifth anniversary of the date of issuance. The number of shares issuable pursuant to the warrants and the warrant exercise price are subject to adjustment for stock splits, reverse stock splits, stock dividends, recapitalization, mergers and certain other events.

The weighted average interest rate on the Term Loan was i 3.95% and i 5.26% for the years ended December 31, 2020 and 2019, respectively. The weighted average interest rate on the Incremental Term Loan Credit Facility was i 11.50% for the year ended December 31, 2020.

At December 31, 2020, we had approximately $ i 735.5 million of borrowings outstanding under the Term Loan Facility and i no borrowings outstanding under the Revolving Credit Facility. We had $ i 35.0 million of additional borrowing availability under the Revolving Credit Facility as of December 31, 2020.

Senior Unsecured Notes

In December 2017, we issued $ i 375.0 million in aggregate principal amount of i 7.50% Senior Unsecured Notes due 2025 (the “2017 Unsecured Notes”) under an indenture (the “2017 Notes Indenture”), dated December 5, 2017, among Everi Payments (as issuer), Everi Holdings and certain of its direct and indirect domestic subsidiaries as guarantors, and Deutsche Bank Trust Company Americas, as trustee. Interest on the 2017 Unsecured Notes accrues at a rate of i 7.50% per annum and is payable semi-annually in arrears on each June 15 and December 15 since June 15, 2018.

In January 2020, we completed a partial redemption payment of approximately $ i 84.5 million of aggregate principal with respect to the 2017 Unsecured Notes. In March 2020, we completed an open market repurchase of approximately $ i 5.1 million of aggregate principal with respect to the 2017 Unsecured Notes. The total outstanding balance of the 2017 Unsecured Notes following the redemption and repurchase transactions was approximately $ i 285.4 million. We incurred a loss on extinguishment of debt of approximately $ i 7.5 million, which consisted of a $ i 6.4 million redemption premium related to the satisfaction and redemption of a portion of the 2017 Unsecured Notes, and non-cash charges for the accelerated amortization of the related debt issuance costs of approximately $ i 1.1 million.

Compliance with Debt Covenants

We were in compliance with the covenants and terms of the Senior Secured Credit Facilities and the 2017 Unsecured Notes as of December 31, 2020.

Principal Repayments

The maturities of our borrowings at December 31, 2020 are as follows (in thousands):


	Amount
Maturities of borrowings
2021	$	i 1,250
2022	i 1,250
2023	i 1,250
2024	i 856,125
2025	i 285,381
Total	$	i 1,145,256

13. i COMMITMENTS AND CONTINGENCIES

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

Legal Contingencies

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

We accrued approximately $ i 14.0 million for the legal contingencies in connection with Fair and Accurate Credit Transactions Act (“FACTA”)-related matters based on ongoing settlement negotiations by and among the various plaintiffs described in the FACTA-related matters discussion below and Everi by and on behalf of itself and Everi FinTech. We expect to recover approximately $ i i 7.7 / million of the amount accrued from certain of our insurance providers in 2021, for which we had recorded an insurance settlement receivable included within trade and other receivables, net on our Balance Sheets as of December 31, 2020 and 2019, as recovery is deemed to be probable. As a result, we recorded approximately $ i 6.3 million as a loss contingency in operating expenses on our Statements of Operations for the year ended December 31, 2019. In addition, we are seeking relief from Peleus Insurance Company pursuant to the provisions of our policy. See below for discussion of Everi Payments Inc. and Everi Holdings Inc. v. Peleus Insurance Company case. We did not have any new material legal matters that were accrued as of December 31, 2020.

FACTA-related matters:

Geraldine Donahue, et. al. v. Everi FinTech, et. al. (“Donahue”), is a putative class action matter filed on December 12, 2018, in the Circuit Court of Cook County, Illinois, County Division, Chancery Division. The original defendant was dismissed and the Company was substituted as the defendant on April 22, 2019. Plaintiff, on behalf of himself and others similarly situated, alleges that Everi FinTech and the Company (i) have violated certain provisions of FACTA by their failure, as agent to the original defendant, to properly truncate patron credit card numbers when printing cash access receipts as required under FACTA, and (ii) have been unjustly enriched through the charging of service fees for transactions conducted at the original defendant's facilities. Plaintiff seeks an award of statutory damages, attorney’s fees, and costs. The parties have reached an agreement in principle for settlement of this matter, which will include the settlement and resolution of all the FACTA-related matters pending against the Company and Everi FinTech. In the third quarter of 2020, the court granted preliminary approval of the settlement agreement between the parties, which will include the settlement and resolution of all the FACTA-related matters pending against Everi. On December 3, 2020, the court approved the final settlement. All claims must be postmarked by February 1, 2021.

Oneeb Rehman, et. al. v. Everi FinTech and Everi Holdings, was a putative class action matter pending in the U.S. District Court for the Southern District of Florida, Ft. Lauderdale Division filed on October 16, 2018. The original defendant was dismissed and the Company was substituted as the defendant on April 22, 2019. Plaintiff, on behalf of himself and others similarly situated, alleged that Everi FinTech and the Company (i) had violated certain provisions of FACTA by their failure, as agent to the original defendant, to properly truncate patron credit card numbers when printing cash access receipts as required under FACTA, and (ii) had been unjustly enriched through the charging of service fees for transactions conducted at the original defendant’s facilities. Plaintiff sought an award of statutory damages, attorney’s fees, and costs. This case was dismissed and settled as part of the court approved settlement in the Donahue action.

Mat Jessop, et. al. v. Penn National Gaming, Inc., was a putative class action matter filed on October 15, 2018, pending in the U.S. District Court for the Middle District of Florida, Orlando Division. Everi FinTech was added as a defendant on December 21, 2018. Penn National Gaming, Inc. (“Penn National”) was dismissed by the Court with prejudice on October 28, 2019, leaving only claims against Everi FinTech. Plaintiff, on behalf of himself and others similarly situated, alleged that Everi FinTech had been unjustly enriched through the charging of service fees for transactions conducted at Penn National facilities. Plaintiff sought injunctive relief against both parties, and an award of statutory damages, attorney’s fees, and costs. This case was dismissed and settled as part of the court approved settlement in the Donahue action.

Everi Payments Inc. and Everi Holdings Inc. v Peleus Insurance Company is a civil action filed by the Company on January 28, 2020, in the District Court, Clark County, Nevada alleging defendant breached its contractual obligations under an excess insurance policy when it denied the Company coverage of the FACTA-related matters described above. Everi FinTech and the Company are seeking actual and consequential damages for breach of contract, costs, attorney’s fees, and other fees and expenses incurred by Everi FinTech and the Company, up to and including amounts related to the settlement in Donahue. On February 16, 2021, the parties entered into a Confidential Settlement Agreement and Release resolving this matter. A final court order dismissing this matter is anticipated in the first quarter of 2021.

NRT matter:

NRT Technology Corp., et. al. v. Everi Holdings Inc., et. al., is a civil action filed on April 30, 2019 against the Company and Everi FinTech in the United States District Court for the District of Delaware by NRT Technology Corp. and NRT Technology, Inc., alleging monopolization of the market for unmanned, integrated kiosks in violation of federal antitrust laws, fraudulent procurement of patents on functionality related to such unmanned, integrated kiosks and sham litigation related to prior litigation brought by Everi FinTech (operating as Global Cash Access Inc.) against the plaintiff entities. Plaintiffs seek compensatory damages, treble damages and injunctive and declaratory relief. This case is in the early stages of discovery. We are currently unable to determine the probability of the outcome or estimate the range of reasonably possible loss, if any, in this matter.

Zenergy Systems, LLC matter:

Zenergy Systems, LLC v. Everi Holdings Inc., is a civil action filed on May 29, 2020 against the Company in the United States District Court for the District of Nevada, Clark County by Zenergy Systems, LLC, alleging breach of contract, breach of a non-disclosure agreement, conversion, breach of the covenant of good faith and fair dealing, and breach of a confidential relationship related to a contract with Everi that expired in November 2019. The plaintiff is seeking compensatory and punitive damages. Everi has counterclaimed against Zenergy alleging breach of contract, breach of implied covenant of good faith and fair dealing, and for declaratory relief. The case is in early stages of discovery process. We are currently unable to determine the probability of the outcome or estimate the range of reasonably possible loss, if any, in this matter.

In addition, we have commitments with respect to certain lease obligations discussed in “Note 3 — Leases” and installment payments under our asset purchase agreements discussed in “Note 4 — Business Combinations .”

14. i SHAREHOLDERS’ EQUITY

On February 28, 2020, our Board of Directors authorized and approved a new share repurchase program granting us the authority to repurchase an amount not to exceed $ i 10.0 million of outstanding Company common stock with no minimum number of shares that the Company is required to repurchase. This new repurchase program commenced in the first quarter of 2020 and authorizes us to buy our common stock from time to time in open market transactions, block trades or in private transactions in accordance with trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, or by a combination of such methods, including compliance with the Company’s finance agreements. The share repurchase program is subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors, and may be suspended or discontinued at any time without prior notice. In light of COVID-19, we have suspended our share repurchase program. There were no share repurchases during the year ended December 31, 2020.

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 i 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, 2020 and 2019, we had i i no / shares of preferred stock outstanding.

Common Stock. Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of Everi, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to i one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of December 31, 2020 and 2019, we had i 111,872,439 and i 109,492,754 shares of common stock issued, respectively.

Treasury Stock. Employees may direct us to withhold vested shares of restricted stock to satisfy the maximum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards i 193,809 and i 95,734 shares of common stock at an aggregate purchase price of approximately $ i 1.3 million and $ i 1.1 million for the years ended December 31, 2020 and 2019, respectively, to satisfy the maximum applicable tax withholding obligations related to the vesting of such restricted stock awards.

Issuance of Common Stock. In December 2019, we filed with the Securities and Exchange Commission a registration statement for an undetermined amount of common stock, preferred stock, debt securities, warrants, and/or units that the Company may offer and sell in one or more offerings on terms to be decided at the time of sale, which will expire on December 4, 2022. In December 2019, we issued and sold i 11,500,000 shares of our common stock pursuant to a prospectus supplement under the automatic shelf registration statement and used the aggregate net proceeds of approximately $ i 122.4 million to pay down a portion of the Term Loan Facility and to redeem a portion of the 2017 Unsecured Notes. Refer to “Note 12 — Long-Term Debt” for further discussion.

15. i 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):

2020

2019

2018

Weighted average shares

Weighted average number of common shares outstanding - basic

i 85,379

i 72,376

i 69,464

Potential dilution from equity awards (1)

i —

i 6,859

i 4,332

Weighted average number of common shares outstanding - diluted (1)

i 85,379

i 79,235

i 73,796

(1)The Company was in a net loss position for the year ended December 31, 2020; therefore, no potential dilution from the application of the treasury stock method was applicable. Equity awards to purchase approximately i 3.3 million shares of common stock for the year ended December 31, 2020 were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. The potential dilution excludes the weighted average effect of equity awards to purchase approximately i 0.5 million and i 7.5 million shares of common stock for the years ended December 31, 2019, and 2018 as the application of the treasury stock method, as required, makes them anti-dilutive.

16. i SHARE-BASED COMPENSATION

Equity Incentive Awards

Our 2014 Equity Incentive Plan (as amended and restated effective May 22, 2018, the “Amended and Restated 2014 Plan”) and our 2012 Equity Incentive Plan (as amended, the “2012 Plan”) are used to attract and retain key personnel, to provide additional incentives to employees, directors, and consultants, and to promote the success of our business. Our equity incentive plans are administered by the Compensation Committee of our Board of Directors, which has the authority to select individuals who are to receive equity incentive awards and to specify the terms and conditions of grants of such awards, including, but not limited to the vesting provisions and exercise prices, as applicable.

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

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

Stock Options Granted

Restricted Stock Awards Granted

Restricted Stock Units Granted

Outstanding, December 31, 2019

i 11,969

i —

i 3,451

Granted

i —

i 2,183

Exercised options or vested shares

( i 1,474)

i —

( i 905)

Canceled or forfeited

( i 234)

i —

( i 479)

Outstanding, December 31, 2020

i 10,261

i —

i 4,250

There are approximately i 0.9 million awards of our common stock available for future equity grants under our existing equity incentive plans.

Stock Options

Our time-based stock options granted under our equity plans generally vest at a rate of i i i i 25 / / / % per year on each of the first four anniversaries of the grant dates, and expire after a i ten-year period.

Our market-based options granted in 2017 under our 2014 Plan and 2012 Plan vest at a rate of i i i i 25 / / / % per year on each of the first four anniversaries of the grant date, provided that as of the vesting date for each vesting tranche, the closing price of the Company’s shares on the New York Stock Exchange is at least a specified price hurdle, defined as a i 25% premium for 2017 to the closing stock price on the grant date. If the price hurdle is not met as of the vesting date for a vesting tranche, the vested tranche shall vest and become vested shares on the last day of a period of i 30 consecutive trading days during which the closing price is at least the price hurdle. These options expire after a i ten-year period.

There were i i i i no / / / market-based or time-based option awards granted during the years ended December 31, 2020 and 2019. There were i no market-based option awards granted during the year ended December 31, 2018.

The fair values of our standard time-based options granted during the year ended December 31, 2018 were determined as of the date of grant using the Black-Scholes option pricing model with the following assumptions:


	December 31,
	2018
Risk-free interest rate	i 3	%
Expected life of options (in years)	i 6
Expected volatility	i 53	%
Expected dividend yield	i —

The following table presents the options activity:

Number of Options
(in thousands)

Weighted Average Exercise Price
(per Share)

Weighted Average Life Remaining
(Years)

Aggregate Intrinsic Value
(in thousands)

Outstanding, December 31, 2019

i 11,969

i 5.06

i 5.5

i 100,143

Granted

i —

Exercised

( i 1,474)

i 4.22

Canceled or forfeited

( i 234)

i 5.24

Outstanding, December 31, 2020

i 10,261

i 5.18

i 4.4

i 88,550

Vested and expected to vest after, December 31, 2020

i 10,241

i 5.18

i 4.4

i 88,363

Exercisable, December 31, 2020

i 9,487

i 5.32

i 4.3

i 80,576

/ i

The following table presents the options outstanding and exercisable by price range:

Options Outstanding

Options Exercisable

Number

Outstanding

Weighted

Average

Remaining

Contract

Weighted

Average

Exercise

Number

Exercisable

Weighted

Average

Exercise

Range of Exercise Prices

(in thousands)

Life (Years)

Prices

(in thousands)

Price

i 1.46

i 1,517

i 5.3

i 1.46

i 1,517

i 1.46

i 1.57

i 2.78

i 959

i 5.3

i 2.41

i 959

i 2.41

i 3.29

i 2,663

i 6.0

i 3.29

i 1,929

i 3.29

i 3.41

i 6.59

i 1,219

i 2.8

i 6.21

i 1,206

i 6.21

i 6.90

i 7.61

i 826

i 2.4

i 7.35

i 822

i 7.35

i 7.74

i 1,010

i 4.3

i 7.74

i 1,010

i 7.74

i 7.88

i 20

i 7.6

i 7.88

i 10

i 7.88

i 8.32

i 39

i 6.8

i 8.32

i 26

i 8.32

i 8.92

i 2,000

i 3.1

i 8.92

i 2,000

i 8.92

i 9.74

i 8

i 3.0

i 9.74

i 8

i 9.74

i 10,261

i 9,487

As stated above, we had i i no / options granted for the years ended December 31, 2020 and 2019. There were i 20,000 options granted for the year ended December 31, 2018. The weighted average grant date fair value per share of the options granted was $ i 4.15 for the year ended December 31, 2018. The total intrinsic value of options exercised was $ i 6.7 million, $ i 9.1 million, and $ i 6.5 million for the years ended December 31, 2020, 2019, and 2018, respectively.

There was approximately $ i 0.3 million in unrecognized compensation expense related to options expected to vest as of December 31, 2020. This cost was expected to be recognized on a straight-line basis over a weighted average period of i 0.2 years. We recorded approximately $ i 1.4 million in non-cash compensation expense related to options granted that were expected to vest as of December 31, 2020. We received approximately $ i 6.2 million in cash proceeds from the exercise of options during 2020.

There was approximately $ i 1.4 million and $ i 3.4 million in unrecognized compensation expense related to options expected to vest as of December 31, 2019 and 2018, respectively. This cost was expected to be recognized on a straight-line basis over a weighted average period of i 1.0 year and i 2.8 years for the years ended December 31, 2019 and 2018, respectively. We recorded approximately $ i 2.4 million and $ i 5.1 million in non-cash compensation expense related to options granted that were expected to vest as of December 31, 2019 and 2018, respectively. We received approximately $ i 15.7 million and $ i 9.6 million in cash proceeds from the exercise of options during 2019 and 2018, respectively.

Restricted Stock Awards

There were i i i no / / shares of restricted stock granted for the years ended December 31, 2020, 2019, and 2018. The total fair value of restricted stock vested was approximately $ i 0.1 million, and $ i 0.5 million for the years ended December 31, 2019, and 2018, respectively.

There was approximately $ i 31,952 in unrecognized compensation expense related to shares of restricted stock expected to vest as of December 31, 2018. This cost was expected to be recognized on a straight-line basis over a weighted average period of i 0.3 years. There were i 8,330 and i 65,501 shares of restricted stock that vested during 2019 and 2018, respectively, and we recorded approximately $ i 48,203 and $ i 0.4 million in non-cash compensation expense related to the restricted stock granted that was expected to vest during 2019 and 2018, respectively.

Restricted Stock Units

The fair value of each RSU grant is based on the market value of our common stock at the time of grant.

The time-based RSUs granted during 2020 vest at a rate of either i i i 33 / / % per year on each of the first three anniversaries of the grant dates, or monthly basis following the first month anniversary of grant date ending after i 2 years.

The performance-based RSUs granted during 2020 will be evaluated by the Compensation Committee of our Board of Directors after a performance period, beginning on the date of grant through December 31, 2022, based on total revenue and certain revenue growth rate metrics. If the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the grant dates.

The time-based RSUs granted during 2020 to independent members of our Board of Directors vest in equal installments on each of the first three anniversary dates of the grant date and settle on the earliest of the following events: (i) May 26, 2030; (ii) death; (iii) the occurrence of a Change in Control (as defined in the Amended and Restated 2014 Plan), subject to qualifying conditions; or (iv) the date that is six months following the separation from service, subject to qualifying conditions.

The performance-based RSUs granted during 2019 will be evaluated by the Compensation Committee of our Board of Directors after a performance period, beginning on the date of grant through December 31, 2021, based on certain revenue and free cash flow growth rate metrics, with achievement of each measure to be determined independently of one another. If the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the grant dates.

The time-based RSUs granted during 2019 to independent members of our Board of Directors vest in equal installments on each of the first three anniversary dates of the grant date and settle on the earliest of the following events: (i) May 1, 2029 or November 4, 2029; (ii) death; (iii) the occurrence of a Change in Control (as defined in the Amended and Restated 2014 Plan), subject to qualifying conditions; or (iv) the date that is six months following the separation from service, subject to qualifying conditions.

The performance-based RSUs granted during 2018 will be evaluated by the Compensation Committee of our Board of Directors after a performance period, beginning on the date of grant through December 31, 2020, based on certain revenue and Adjusted EBITDA growth rate metrics, with achievement of each measure to be determined independently of one another. If the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the grant dates.

The time-based RSUs granted during 2018 to independent members of our Board of Directors vest in equal installments on each of the first three anniversary dates of the grant date and settle on the earliest of the following events: (a) March 7, 2028; (b) death; (c) the occurrence of a Change in Control (as defined in the Amended and Restated 2014 Plan), subject to qualifying conditions; or (d) the date that is six months following the separation from service, subject to qualifying conditions.

The following table presents our RSU awards activity:

Shares Outstanding
(in thousands)

Weighted Average Grant Date Fair Value
(per Share)

Weighted Average Life Remaining
(Years)

Aggregate Intrinsic Value
(in thousands)

Outstanding, December 31, 2019

i 3,451

i 9.05

i 1.7

i 46,342

Granted

i 2,183

i 6.08

Vested

( i 905)

i 8.26

Forfeited

( i 479)

i 8.49

Outstanding, December 31, 2020

i 4,250

i 7.75

i 1.2

i 58,680

Vested and expected to vest after, December 31, 2020

i 3,569

i 7.62

i 1.1

i 49,294

There were approximately i 2.2 million shares of RSU awards granted during the year ended December 31, 2020. There were approximately i 0.9 million RSUs that vested during the year ended December 31, 2020. There was approximately $ i 15.3 million in unrecognized compensation expense related to RSU awards expected to vest as of December 31, 2020. This cost is expected to be recognized on a straight-line basis over a weighted average period of i 1.8 years. We recorded approximately $ i 11.6 million in non-cash compensation expense related to RSU awards for the year ended December 31, 2020.

There were approximately i 2.0 million and i 1.9 million shares of RSU granted for the years ended December 31, 2019 and 2018, respectively. The weighted average grant date fair value per share of the RSU granted was $ i 10.16 and $ i 7.49 for the years ended December 31, 2019 and 2018, respectively. There were i 0.3 million and i no RSUs that vested during the years ended December 31, 2019 and 2018, respectively. There was approximately $ i 14.1 million and $ i 6.7 million unrecognized compensation expense related to RSU awards expected to vest as of December 31, 2019 and 2018, respectively. This cost was expected to be recognized on a straight-line basis over a weighted average period of i 2.5 years and i 3.0 years, respectively. We recorded approximately $ i 5.7 million and $ i 1.8 million in non-cash compensation expense related to RSU awards for the years ended December 31, 2019 and 2018, respectively .

In February 2020, the Compensation Committee of our Board of Directors authorized an award of RSUs to be granted to key members of management during the quarter ending March 31, 2020 based on the results of operations for the year ended December 31, 2019. The award met the definition of a liability-classified award with 2019 being the service period. As a result, the Company recorded compensation cost and corresponding share-based liability of approximately $ i 1.7 million representing the fair value of the award at December 31, 2019 measured using the same valuation technique as for our equity-classified awards. The award was expected to be fully vested i 6 months from the grant date and expected to be settled in shares of common stock.

17. i INCOME TAXES

The following presents consolidated (loss) income before tax for domestic and foreign operations (in thousands):

Year Ended December 31,

2020

2019

2018

Consolidated (loss) income before tax

Domestic

( i 87,832)

i 11,709

i 1,227

Foreign

i 396

i 4,285

i 1,419

Total

( i 87,436)

i 15,994

i 2,646

/ i

The income tax (benefit) provision attributable to the (loss) income from operations before tax consists of the following components (in thousands):

Year Ended December 31,

2020

2019

2018

Income tax (benefit) provision

Domestic

( i 5,711)

( i 1,238)

( i 10,166)

Foreign

( i 45)

i 715

i 456

Total income tax benefit

( i 5,756)

( i 523)

( i 9,710)

Income tax (benefit) provision

Current

i 823

i 1,071

i 633

Deferred

( i 6,579)

( i 1,594)

( i 10,343)

Total income tax benefit

( i 5,756)

( i 523)

( i 9,710)

/ i

A reconciliation of the federal statutory rate and the effective income tax rate is as follows:


	Year Ended December 31,
	2020		2019		2018
Income tax reconciliation
Federal statutory rate	i 21.0	%	i 21.0	%	i 21.0	%
Foreign provision	( i 0.2)	%	i 2.5	%	i 6.8	%
State/province income tax	i 4.2	%	( i 1.6)	%	i 12.4	%
Non-deductible compensation cost	i 0.5	%	( i 5.3)	%	( i 7.7)	%
Adjustment to carrying value	i 0.2	%	i 6.8	%	i 6.2	%
Research credit	i 1.0	%	( i 18.8)	%	( i 76.3)	%
Valuation allowance	( i 19.7)	%	( i 11.9)	%	( i 344.9)	%
Global intangible low-taxed income(1)	i —	%	i 2.7	%	i 9.1	%
Non-deductible expenses - other	( i 0.1)	%	i 1.2	%	i 7.2	%
Other	( i 0.3)	%	i 0.1	%	( i 0.8)	%
Effective tax rate	i 6.6	%	( i 3.3)	%	( i 367.0)	%

(1) We had no GILTI inclusion in 2020 due to the high tax exception in some foreign jurisdictions and losses in others.

The major tax-effected components of the deferred tax assets and liabilities are as follows (in thousands):

Year Ended December 31,

2020

2019

2018

Deferred income tax assets related to:

Net operating losses

i 109,872

i 97,613

i 97,190

Stock compensation expense

i 7,293

i 6,802

i 7,264

Accounts receivable allowances

i 912

i 1,415

i 1,582

Accrued and prepaid expenses

i 8,977

i 7,869

i 3,639

Other

i 2,098

i 1,880

i 1,319

Tax credits

i 12,377

i 12,116

i 9,244

Interest limitation

i —

i 3,738

i 2,738

Valuation allowance

( i 68,746)

( i 51,522)

( i 53,156)

Total deferred income tax assets

i 72,783

i 79,911

i 69,820

Deferred income tax liabilities related to:

Property and equipment

i 18,699

i 23,012

i 3,855

Other intangible assets

i 67,996

i 76,279

i 89,865

Long-term debt

i 1,482

i 2,680

i 3,614

Other

i 4,562

i 4,341

i 353

Total deferred income tax liabilities

i 92,739

i 106,312

i 97,687

Deferred income taxes, net

( i 19,956)

( i 26,401)

( i 27,867)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. The CARES Act contains numerous tax provisions including changes to the limitation on interest deductions for 2019 and 2020. The modification to Section 163(j) significantly increases the allowable interest expense deduction of the Company and results in significantly larger taxable loss for the years ended 2019 and 2020. As a result of the CARES Act, the Company fully utilized all interest expense that was deferred beginning in 2018 with no additional disallowed interest expense in 2020.

The Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) made significant changes to the federal tax law, including a reduction in the federal income tax rate from 35% to 21% effective January 1, 2018, stricter limits on deduction of interest, an 80% taxable income limitation on the use of a post-2017 net operating loss (“NOL”), and a one-time transition tax on previously deferred earnings of certain foreign subsidiaries. This one-time deemed repatriation of these earnings did not result in a cash tax liability for the Company as the transition tax liability was offset by the utilization of U.S. foreign tax credits generated as a result of the deemed repatriation, as well as additional foreign tax credits carried forward. Any remaining foreign tax credits not utilized by the transition tax were fully offset by a valuation allowance. These foreign tax credits of $ i 0.5 million expired on December 31, 2020.

In 2020, we repatriated $ i 9.3 million from our United Kingdom (the “UK”) subsidiary, which was not needed to fund the UK operations and did not require the provision of any associated withholding or other taxes. We had unrepatriated foreign earnings of approximately $ i 13.8 million as of December 31, 2020. These earnings are considered permanently reinvested, as it is management’s intention to reinvest these foreign earnings in foreign operations. We project sufficient cash flow, or borrowings available under our Senior Secured Credit Facilities in the U.S.; therefore, we do not need to repatriate our remaining foreign earnings to finance U.S. operations at this time. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries, however, it could be subject to foreign withholding and other taxes.

Deferred tax assets arise primarily because expenses have been recorded in historical financial statement periods that will not become deductible for income taxes until future tax years. We record a valuation allowance to reduce the book value of our deferred tax assets to amounts that are estimated on a more likely than not basis to be realized. This assessment requires judgment and is performed on the basis of the weight of all available evidence, both positive and negative, with greater weight placed on information that is objectively verifiable such as historical performance.

We evaluated negative evidence noting that we reported cumulative net losses for the three-year periods ended as of December 31, 2020, 2019, and 2018. Pursuant to accounting guidance, a cumulative loss in recent years is a significant piece of negative evidence that must be considered and is difficult to overcome without sufficient objectively verifiable, positive evidence. As such, certain aspects of our historical results were included in our forecasted taxable income. Although our forecast of future taxable income was a positive indicator, since this form of evidence was not objectively verifiable, its weight was not sufficient to overcome the negative evidence. Based on our current year activity and the changes in the CARES Act, we increased our valuation allowance for deferred tax assets by approximately $ i 17.2 million during 2020. The increase in our valuation allowance was primarily due to the book loss during the year, partially reduced by certain indefinite-lived deferred tax assets that can be offset against our indefinite-lived deferred tax liabilities. The ultimate realization of deferred tax assets depends on having sufficient taxable income in the future years when the tax deductions associated with the deferred tax assets become deductible. The establishment of a valuation allowance does not impact cash, nor does it preclude us from using our tax credits, loss carry-forwards and other deferred tax assets in the future.

The following is a tabular reconciliation of the total amounts of deferred tax asset valuation allowance (in thousands):

Year Ended December 31,

2020

2019

2018

Balance at beginning of period

i 51,522

i 53,156

i 63,303

Charged to provision for income taxes

i 17,224

( i 1,634)

( i 9,125)

Other (1)

i —

( i 1,022)

Balance at end of period

i 68,746

i 51,522

i 53,156

(1) For 2018, the amount was recorded as a result of our adoption of ASC 606 effective January 1, 2018.

We had approximately $ i 453.1 million, or $ i 95.2 million, tax effected, of accumulated federal NOLs as of December 31, 2020, which may be carried forward and applied to offset taxable income for 20 years and will expire starting in 2025 (for losses incurred prior to 2018). NOLs incurred after 2017 of approximately $ i 95.1 million, or $ i 20 million, tax effected, are carried forward indefinitely to offset taxable income. We had approximately $ i 12.4 million, tax effected, of federal research and development credit carry-forwards as of December 31, 2020. The research and development credits are limited to a 20 year carry-forward period and will expire starting in 2029. We also have a receivable for approximately $ i 0.3 million related to alternative minimum tax credits for which was received in January 2021. As of December 31, 2020, approximately $ i 57.5 million of our valuation allowance relates to federal NOL carry-forwards and credits that we estimate are not more likely than not to be realized.

We had tax effected state NOL carry-forwards of approximately $ i 14.8 million as of December 31, 2020, which will expire between 2021 and 2040. The determination and utilization of these state NOL carry-forwards are dependent upon apportionment percentages and other respective state laws, which may change from year to year. As of December 31, 2020, approximately $ i 11.2 million of our valuation allowance relates to certain state NOL carry-forwards that we estimate are not more likely than not to be realized.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):

Year Ended December 31,

2020

2019

2018

Unrecognized tax benefit

Unrecognized tax benefit at the beginning of the period

i 1,435

i 1,062

i 937

Gross increases - tax positions in prior period

i 279

i 373

i 125

Unrecognized tax benefit at the end of the period

i 1,714

i 1,435

i 1,062

We analyzed filing positions in the federal, state, and foreign jurisdictions in which we are required to file income tax returns, as well as the open tax years in these jurisdictions. As of December 31, 2020, we recorded approximately $ i 1.7 million of unrecognized tax benefits, all of which would impact our effective tax rate, if recognized. We do not anticipate that our unrecognized tax benefits will materially change within the next 12 months. The Company has not accrued any penalties and interest for its unrecognized tax benefits. Other than the unrecognized tax benefit recorded, we believe that our income tax filing positions and deductions will be sustained upon audit, and we do not anticipate 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 in our Statements of Operations.

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 some of the state tax returns for the years 2005 to present. For the remaining state, local, and foreign jurisdictions, with some exceptions, we are no longer subject to examination by tax authorities for years before 2017.

18. i SEGMENT INFORMATION

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group (the “CODM”). Our CODM consists of the Chief Executive Officer, the President and Chief Operating Officer, and the Chief Financial Officer. Our CODM allocates resources and measures profitability based on our operating segments, which are managed and reviewed separately, as each represents products and services that can be sold separately to our customers. Our segments are monitored by management for performance against our internal forecasts.

We have reported our financial performance based on our segments in both the current and prior periods. Our CODM determined that our operating segments for conducting business are: (i) Games and (ii) FinTech:

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

•The FinTech segment provides solutions directly to gaming establishments to offer their patrons cash access-related services and products, including: access to cash and cashless funding at gaming facilities via debit withdrawals; credit card cash access transactions and POS debit card cash access transactions; check warranty services; kiosks for cash access and other services; self-service enrollment, loyalty and marketing equipment; 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 record depreciation and amortization expenses to the business segments.

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

The following tables present segment information (in thousands):

For the Year Ended December 31,

2020

2019

2018

Games

Revenue

Gaming operations

i 156,199

i 188,874

i 168,146

Gaming equipment and systems

i 44,006

i 90,919

i 87,038

Gaming other

i 96

i 3,326

i 3,794

Total revenues

i 200,301

i 283,119

i 258,978

Costs and expenses

Cost of revenues (1)

Gaming operations

i 15,192

i 18,043

i 17,603

Gaming equipment and systems

i 25,680

i 50,826

i 47,121

Gaming other

i 456

i 3,025

i 3,285

Cost of revenues

i 41,328

i 71,894

i 68,009

Operating expenses

i 63,789

i 61,522

i 57,244

Research and development

i 20,060

i 24,954

i 20,497

Depreciation

i 61,566

i 56,882

i 55,058

Amortization

i 59,926

i 57,491

i 55,099

Total costs and expenses

i 246,669

i 272,743

i 255,907

Operating (loss) income

( i 46,368)

i 10,376

i 3,071

(1) Exclusive of depreciation and amortization.

For the Year Ended December 31,

2020

2019

2018

FinTech

Revenues

Cash access services

i 112,035

i 164,741

i 156,806

Equipment

i 24,297

i 37,865

i 20,977

Information services and other

i 47,041

i 47,502

i 32,754

Total revenues

i 183,373

i 250,108

i 210,537

Costs and expenses

Cost of revenues (1)

Cash access services

i 6,755

i 14,236

i 9,717

Equipment

i 14,724

i 22,292

i 12,601

Information services and other

i 3,029

i 3,964

i 4,110

Cost of revenues

i 24,508

i 40,492

i 26,428

Operating expenses

i 88,757

i 100,662

i 85,054

Research and development

i 7,883

i 7,551

i —

Depreciation

i 5,893

i 6,316

i 6,167

Amortization

i 15,379

i 11,446

i 10,146

Total costs and expenses

i 142,420

i 166,467

i 127,795

Operating income

i 40,953

i 83,641

i 82,742

(1) Exclusive of depreciation and amortization.

For the Year Ended December 31,

2020

2019

2018

Total Games and FinTech

Total revenues

i 383,674

i 533,227

i 469,515

Costs and expenses

Cost of revenues (1)

i 65,836

i 112,386

i 94,437

Operating expenses

i 152,546

i 162,184

i 142,298

Research and development

i 27,943

i 32,505

i 20,497

Depreciation

i 67,459

i 63,198

i 61,225

Amortization

i 75,305

i 68,937

i 65,245

Total costs and expenses

i 389,089

i 439,210

i 383,702

Operating (loss) income

( i 5,415)

i 94,017

i 85,813

(1) Exclusive of depreciation and amortization.

2020

2019

Total assets

Games

i 811,523

i 902,888

FinTech

i 665,656

i 726,335

Total assets

i 1,477,179

i 1,629,223

For the year ended December 31, 2020, cash spent for capital expenditures totaled $ i 76.4 million, of which $ i 62.6 million and $ i 13.8 million was related to our Games and FinTech businesses, respectively. For the year ended December 31, 2019, cash spent for capital expenditures totaled $ i 114.3 million, of which $ i 96.0 million and $ i 18.3 million, was related to our Games and FinTech businesses, respectively.

Major customers. For the years ended December 31, 2020, 2019, and 2018, no single customer accounted for more than 10% of our revenues. Our five largest customers accounted for approximately i 16%, i 14%, and i 22% of our total revenue in 2020, 2019, and 2018, respectively.

100

19. i SELECTED QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited selected quarterly results of operations are as follows (in thousands, except for per share amounts)*.

Quarter

First

Second

Third

Fourth

Year

2020

Revenues

i 113,308

i 38,716

i 112,098

i 119,552

i 383,674

Operating income (loss)

i 10,426

( i 52,728)

i 19,738

i 17,149

( i 5,415)

Net (loss) income

( i 13,454)

( i 68,481)

( i 878)

i 1,133

( i 81,680)

Basic (loss) earnings per share

( i 0.16)

( i 0.80)

( i 0.01)

i 0.01

( i 0.96)

Diluted (loss) earnings per share

( i 0.16)

( i 0.80)

( i 0.01)

i 0.01

( i 0.96)

Weighted average common shares outstanding

Basic

i 84,624

i 85,122

i 85,556

i 86,205

i 85,379

Diluted

i 84,624

i 85,122

i 85,556

i 94,256

i 85,379

2019

Revenues

i 123,775

i 129,706

i 134,569

i 145,177

i 533,227

Operating income

i 25,872

i 24,879

i 27,293

i 15,973

i 94,017

Net income (loss)

i 5,860

i 5,486

i 9,315

( i 4,144)

i 16,517

Basic earnings (loss) per share

i 0.08

i 0.13

( i 0.05)

i 0.23

Diluted earnings (loss) per share

i 0.08

i 0.07

i 0.12

( i 0.05)

i 0.21

Weighted average common shares outstanding

Basic

i 70,334

i 71,477

i 72,251

i 75,387

i 72,376

Diluted

i 75,256

i 79,158

i 79,125

i 75,387

i 79,235


*			Rounding may cause variances.

20. i SUBSEQUENT EVENTS

On February 2, 2021, we entered into the Fifth Amendment to our existing Credit Agreement, which reduced the LIBOR and Base Rate floor components of the interest rate by i 25 basis points from i 1.00% to i 0.75% and from i 2.00% to i 1.75%, respectively, with the LIBOR and Base Rate margins unchanged at i 2.75% and i 1.75%, respectively. The First Lien Term Loan under the Credit Agreement will be subject to a prepayment premium of i 1.00% of the principal amount repaid for any voluntary prepayment or mandatory prepayment with proceeds of debt that has a lower effective yield than the repriced First Lien Term Loan or any amendment to the repriced First Lien Term Loan that reduces the interest rate thereon, in each case, to the extent occurring within i six months of the effective date of the Amendment. The maturity of the First Lien Term Loan remains May 9, 2024, and no changes were made to the financial covenants or other debt repayment terms.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

101

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as December 31, 2020. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures are effective such that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management’s Report of Internal Control over Financial Reporting

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of internal control over financial reporting as of December 31, 2020, utilizing the criteria described in the “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management has concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2020.

Our independent registered public accounting firm, BDO USA, LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting, as stated in the firm’s attestation report, which is included within Part II, Item 8 of this Form 10-K.

Changes in Internal Control over Financial Reporting

There was no change to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

102

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Everi Holdings Inc. and subsidiaries

Las Vegas, Nevada

Opinion on Internal Control over Financial Reporting

We have audited Everi Holdings Inc. and Subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated March 12, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

Las Vegas, Nevada

103

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information regarding our directors, executive officers, and certain corporate governance related matters including our Code of Business Conduct, Standards and Ethics is contained under the headings “Proposal 1,” “Executive Officers,” and “Board and Corporate Governance Matters,” and to the extent applicable, “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement to be filed with the SEC in connection with our 2021 annual meeting of stockholders (the “2021 Proxy Statement”) is incorporated herein by reference.

Item 11. Executive Compensation.

The information regarding director compensation and executive officer compensation contained under the headings “Board and Corporate Governance Matters — Director Compensation” and “Executive Compensation,” respectively, in the 2021 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information regarding share ownership contained under the heading “Security Ownership of Certain Beneficial Owners and Management” in the 2021 Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information regarding director independence and related party transactions under the headings “Board and Corporate Governance Matters — Director Independence” and “Transactions with Related Persons,” respectively, in the 2021 Proxy Statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information regarding audit fees, audit-related fees, tax fees, all other fees, and the Audit Committee’s policies and procedures on pre-approval of audit and permissible non-audit services of independent auditors contained under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the 2021 Proxy Statement is incorporated herein by reference.

104

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)The following documents are filed as part of this Annual Report on Form 10‑K:

1. Financial Statements


Report of BDO USA, LLP, Independent Registered Public Accounting Firm						53
Consolidated Statements of Operations and Comprehensive (Loss) Income for the three years ended December 31, 2020, 2019 and 2018						55
Consolidated Balance Sheets as of December 31, 2020 and 2019						57
Consolidated Statements of Cash Flows for the three years ended December 31, 2020, 2019 and 2018						58
Consolidated Statements of Stockholders’ (Deficit) Equity for the three years ended December 31, 2020, 2019, and 2018						59
Notes to Consolidated Financial Statements						60

2. Financial Statement Schedules

All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.

3. See Item 15(b)

(b) Exhibits:


Exhibit Number						Exhibit Description

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

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

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

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

4.1						Indenture (and Form of 7.50% Senior Note due 2025 attached as Exhibit A thereto), dated as of December 5, 2017, by and among Everi FinTech, Everi Holdings, certain of its wholly owned subsidiaries, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 5, 2017).

4.2						First Supplemental Indenture, dated as of December 13, 2019, by and among Everi FinTech, Everi Holdings, certain of its wholly owned subsidiaries, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 1.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 17, 2019).

4.3						Description of Securities (incorporated by reference to Exhibit 4.3 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 2, 2020).

105


Exhibit Number						Exhibit Description
10.1						Credit Agreement, dated as of May 9, 2017, among Everi FinTech, Everi Holdings, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender, letter of credit issuer, sole lead arranger and sole book manager (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017).

10.2						Security Agreement, dated as of May 9, 2017, among Everi FinTech, Everi Holdings, as a guarantor, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017).

10.3						Guaranty, dated May 9, 2017, by Everi Holdings, as a guarantor, and the subsidiary guarantors party thereto, in favor of the lenders party from time to time to the Credit Agreement and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017).

10.4						First Amendment to Credit Agreement, dated November 13, 2017, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on November 13, 2017).

10.5						American State Bank Sponsorship Agreement, dated February 11, 2011, between Everi FinTech and American State Bank (incorporated by reference to Exhibit 10.54 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 14, 2011).

†10.6						Everi Holdings 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K of Everi FinTech filed with the SEC on March 10, 2005).

†10.7						Form of Stock Option Award for Performance Price Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.8						Form of Stock Option Award for Cliff Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.9						Form of Stock Option Award for Non-Employee Directors under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.10						Form of Stock Option Award for Executives under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.11						Form of Stock Option Award for Employees under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.12						Everi Holdings Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 25, 2018).

†10.13						Form of Stock Option Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.14						Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

106


Exhibit Number						Exhibit Description
†10.15						Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Executives under the Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.16						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.17						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Executives under the Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.18						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Employees under the Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.19						Everi Holdings 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Everi Holdings’ Current Report on Form S-8 filed with the SEC on March 16, 2015).

†10.20						Amendment to the Everi Holdings 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to Everi Holdings’ Current Report on Form S-8 filed with the SEC on March 16, 2015).

†10.21						Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.22						Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.23						Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Executives under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.24						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.25						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Executives under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.26						Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Employees under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016).

†10.27						Amended and Restated Employment Agreement with Michael Rumbolz (effective May 5, 2017) (incorporated by reference to Exhibit 10.4 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017).

†10.28						Notice of Grant of Stock Option with Michael Rumbolz, dated February 13, 2016 (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on February 16, 2016).

†10.29						Form of Notice of Stock Option Award and Stock Option Award Agreement for Michael Rumbolz (effective August 30, 2010) (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on September 2, 2010).

107


Exhibit Number						Exhibit Description

10.30						Second Amendment to Credit Agreement, dated May 17, 2018, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 17, 2018).

†10.31						First Amendment to Amended and Restated Employment Agreement with Michael Rumbolz (effective February 1, 2019) (incorporated by reference to Exhibit 10.40 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 12, 2019).

†10.32						Notice of Grant of Restricted Stock Units (Time-Based) under the 2014 Equity Incentive Plan for Michael Rumbolz (effective February 1, 2019) (incorporated by reference to Exhibit 10.41 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 12, 2019).

†10.33						Employment Agreement with Dean A. Ehrlich (effective January 1, 2017) (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on May 9, 2018).

†10.34						Form of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.35						Form of Notice of Grant of Deferred Restricted Stock Units for the Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.36						Form of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.37						Form of Notice of Grant of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.38						Form of Restricted Stock Units Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.39						Form of Notice of Grant of Restricted Stock Units (Performance-Based) for Executives under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.40						Form of Notice of Grant of Restricted Stock Units (Time-Based) under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.41						Form of Notice of Grant of Restricted Stock Units (Time-Based) for Executives under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018).

†10.42						Form of Indemnification Agreement between Everi Holdings and each of its executive officers and directors (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019).

†10.43						Form of Notice of Grant of Restricted Stock Units (Performance-Based) for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019).

108


Exhibit Number						Exhibit Description
10.44						Third Amendment to Credit Agreement, dated December 12, 2019, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 1.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 17, 2019).

†10.45						Fourth Amendment to Credit Agreement, dated April 21, 2020, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the subsidiary guarantors party thereto, the lenders party thereto, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 21, 2020).

†10.46						Term Loan Credit Agreement, dated April 21, 2020, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 21, 2020).

†10.47						Form of Notice of Grant of Restricted Stock Units (Time-Based) for Cliff Vesting under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).
†10.48						Form of Notice of Grant of Restricted Stock Units (Time-Based) for Cliff Vesting for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.49						Form of Notice of Grant of Restricted Stock Units (Time-Based) for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.50						Second Amendment to the Amended and Restated Employment Agreement with Michael D. Rumbolz (effective April 1, 2020) (incorporated by reference to Exhibit 10.6 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.51						Notice of Grant of Restricted Stock Units (Time-Based) under the Amended and Restated 2014 Equity Incentive Plan for Michael D. Rumbolz (effective April 1, 2020 ) (incorporated by reference to Exhibit 10.7 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.52						Amended and Restated Employment Agreement with Randy L. Taylor (effective April 1, 2020) (incorporated by reference to Exhibit 10.8 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.53						Notice of Grant of Restricted Stock Units (Time-Based) under the Amended and Restated 2014 Equity Incentive Plan for Randy L. Taylor (effective April 1, 2020) (incorporated by reference to Exhibit 10.9 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.54						Amended and Restated Employment Agreement with David J. Lucchese (effective April 1, 2020) (incorporated by reference to Exhibit 10.12 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.55						First Amendment to Employment Agreement with Dean A. Ehrlich (effective April 1, 2020) (incorporated by reference to Exhibit 10.13 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.56						Employment Agreement with Mark F. Labay (effective April 1, 2020) (incorporated by reference to Exhibit 10.14 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.57						Employment Agreement with Darren D.A. Simmons (effective January 1, 2019) (incorporated by reference to Exhibit 10.15 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

†10.58						First Amendment to Employment Agreement with Darren D.A. Simmons (effective April 1, 2020) (incorporated by reference to Exhibit 10.16 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020).

**+10.60						First Amendment to Sponsorship Agreement (effective March 11, 2013) between Prosperity Bank, successor by merger to American State Bank, and Everi FinTech.

**+10.61						Second Amendment to Sponsorship Agreement (effective September 10, 2013) between Prosperity Bank, successor by merger to American State Bank, and Everi Fin Tech.

109


Exhibit Number						Exhibit Description
**10.62						Third Amendment to the Sponsorship Agreement (effective October 31, 2014) between Prosperity Bank, successor by merger to American State Bank, and Everi FinTech .

**+10.63						Amended and Restated Agreement for Processing Services (effective July 1, 2020) by and between C ardtronics USA, as successor in interest to Columbus Data Services, LLC, and Everi FinTech.

10.64						Fifth Amendment to Credit Agreement, dated February 2, 2021, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on February 2, 2021)

*21.1						S ubsidiaries of Everi Holdings.

*23.1						Consent of BDO USA, LLP.

*24.1						Power of Attorney (included on signature page).

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

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

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

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

*101.SCH						Inline XBRL Taxonomy Extension Schema Document.

*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

*101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

*104						The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (included as Exhibit 101).


*			Filed herewith.
**			Furnished herewith.
†			Management contracts or compensatory plans or arrangements.
+			Portions of the exhibit have been omitted pursuant to the rules and regulations of the SEC.

Item 16. Form 10-K Summary.

None.

110

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: March 12, 2021	EVERI HOLDINGS INC.

	By:	/s/ *TODD A. VALLI*
		Todd A. Valli Chief Accounting Officer (Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael D. Rumbolz, Mark F. Labay, and Todd A. Valli and each of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature

Title

Date

/s/ MICHAEL D. RUMBOLZ

Chief Executive Officer

Michael D. Rumbolz

(Principal Executive Officer) and Director

/s/ RANDY L. TAYLOR

President and Chief Operating Officer

Randy L. Taylor

(Principal Operating Officer)

/s/ MARK F. LABAY

Executive Vice President, Chief Financial Officer

Mark F. Labay

(Principal Financial Officer) and Treasurer

/s/ TODD A. VALLI

Chief Accounting Officer

Todd A. Valli

(Principal Accounting Officer)

/s/ E. MILES KILBURN

Chairman of the Board and Director

E. Miles Kilburn

/s/ GEOFFREY P. JUDGE

Director

Geoffrey P. Judge

/s/ RONALD V. CONGEMI

Director

Ronald V. Congemi

/s/ EILEEN F. RANEY

Director

Eileen F. Raney

/s/ LINSTER W. FOX

Director

Linster W. Fox

/s/ MAUREEN T. MULLARKEY

Director

Maureen T. Mullarkey

/s/ ATUL BALI

Director