Everi (EVRI) - 2024 Q4 - Annual Report

Part I Business Overview Everi Holdings Inc. operates Games and FinTech segments, providing gaming machines, digital content, financial access, and compliance solutions, with a pending acquisition by Apollo to go private Pending Proposed Transaction Details the definitive agreement for Everi's acquisition by Apollo, including per-share cash consideration and delisting implications - On July 26, 2024, Everi entered into a definitive agreement to be acquired by Buyer, a holding company owned by funds managed by affiliates of Apollo, in an all-cash transaction, which also includes the acquisition of IGT's Gaming & Digital business[24] - Upon closing, Everi stockholders will receive $14.25 per share in cash, and the company's common stock will be delisted from the NYSE and deregistered[25] Games Segment Describes the Games segment's offerings, including gaming machines, VLT systems, and digital content, along with key operational metrics - The Games segment provides gaming machines (Class II, Class III, HHR) through leases or sales, central determinant systems for VLTs (notably in New York), B2B digital gaming content via its Remote Gaming Server (RGS), and bingo solutions[22][30] - Key gaming machine products include the Player Classic series for mechanical reels and the Dynasty and Empire series for video reel games[39][40][41] Games Segment Key Metrics (as of Dec 31, 2024) | Metric | Value | | :--- | :--- | | Total Installed Base | 15,945 units | | Units outside Oklahoma | 9,554 (59.9%) | | Premium Game Installations | ~44.9% of total installed base | | VLTs on NY Central System | ~17,300 | FinTech Segment Outlines the FinTech segment's financial, loyalty, and compliance solutions, highlighting revenue streams and key digital platforms - The FinTech segment provides a suite of financial, loyalty, and compliance solutions, including cash access (ATM, POS), cashless funding (CashClub Wallet®), check warranty, fully integrated self-service kiosks, and AML compliance software (Everi Compliance)[23][42][44] - Revenue streams are categorized into Financial Access Services, Software and Other, and Hardware[43] - The CashClub Wallet® is a key digital payments platform for cashless funding of gaming and other entertainment experiences[56] - The company serves over 2,800 casinos and gaming properties, primarily in the US, Canada, and Australia[67] Human Capital Provides an overview of Everi's employee base, segment distribution, and initiatives for employee engagement and recognition - As of December 31, 2024, Everi employed approximately 2,300 people, with ~1,000 in the Games segment and ~1,300 in the FinTech segment, none of whom are part of a collective bargaining agreement[81] - The company focuses on employee engagement through annual surveys and town halls, and has received Top Workplace awards from 2020-2023, though it paused participation in 2024 to focus on internal improvements[84][86] Government Regulation Details the extensive regulatory environment governing Everi's operations, including gaming authority licenses, tribal gaming laws, and financial services regulations - The company is subject to extensive regulation by Gaming Authorities across various jurisdictions, requiring licenses, product approvals, and suitability determinations for key personnel and significant shareholders[97][100][101] - Tribal gaming is regulated under the Indian Gaming Regulatory Act (IGRA), which defines Class I, II, and III gaming, and the company provides devices for both Class II and Class III markets[103][104] - The FinTech business is subject to numerous financial services regulations, including the Durbin Amendment, Bank Secrecy Act (for AML), Fair Credit Reporting Act (FCRA), state money transmission laws, and PCI Data Security Standards[108][109][115] Risk Factors The company faces material risks from consumer spending, competition, regulatory changes, the pending Apollo acquisition, cybersecurity, intellectual property, tribal gaming, FinTech chargebacks, and interest rate fluctuations General Business and Industry Risks Identifies broad business risks including reliance on consumer discretionary spending, intellectual property protection, and the unforeseeable impacts of generative AI - Business is dependent on consumer discretionary spending for gaming, which can be impacted by economic downturns, inflation, and changes in consumer preferences[129][130] - Success depends on developing and protecting intellectual property, and the company faces risks of infringement claims and costly litigation, particularly from larger competitors[131][133] - The emergence of generative AI (GenAI) presents unforeseeable risks, including increased competition, new fraud vectors, and potential IP ownership issues[138] Games Business Risks Highlights specific risks to the Games segment, including tribal gaming market uncertainties, short-term contract renewals, and shifts in gaming machine preferences - A significant portion of revenue comes from tribal customers, making the company vulnerable to legal and regulatory uncertainties in tribal markets, including the ability to enforce contracts due to sovereign immunity[144] - Most leased gaming device contracts are short-term, creating a risk of non-renewal or renewal on less favorable terms[139] - As of Dec 31, 2024, the company operated over 10,036 Class II units, and a shift by tribal customers from Class II to Class III gaming could result in a loss of placements[140][141] FinTech Business Risks Addresses risks unique to the FinTech segment, such as high chargeback levels, patron willingness to pay convenience fees, and ATM cash security - High levels of chargebacks from fraudulent or disputed transactions could lead to fines from card associations and materially harm the Financial Access business[147] - The business depends on patrons' willingness to pay convenience fees, and a decline in this willingness or the availability of lower-cost alternatives could reduce demand[148] - A significant amount of cash is maintained in ATMs, which is subject to loss from theft, natural disasters, or other events, and insurance may be insufficient[149] Proposed Transaction Risks Details uncertainties and potential adverse impacts associated with the pending Apollo acquisition, including employee relations, transaction costs, and termination fees - The pending acquisition by Apollo creates uncertainty that could adversely impact relationships with employees, customers, and suppliers, and divert management attention[150] - Failure to complete the transaction could result in significant costs, a negative impact on the stock price, and business disruption, with a potential termination fee of $65 million payable by Everi under certain circumstances[154][163] - The company has already incurred and will continue to incur significant transaction costs, regardless of whether the deal is completed[157][162] Capital Structure and Financial Risks Covers financial risks related to the company's debt agreements, including restrictive covenants and the adverse impact of rising variable interest rates - Debt agreements contain restrictive covenants that may limit operational and financial flexibility[167] - A material increase in market interest rates (like SOFR) would adversely affect results, as all indebtedness under the Senior Credit Facilities is at variable rates[169] Regulatory and Compliance Risks Outlines extensive regulatory and compliance challenges, including gaming and financial services laws, data privacy, and card association rules - The business is subject to extensive and changing governmental gaming and financial services laws, and failure to comply could result in fines, license revocation, or other adverse actions[185] - Unauthorized disclosure of cardholder or patron data could lead to costly fines, penalties, and legal claims under various data privacy laws like GLBA and CCPA[181][182] - The business is subject to the rules of card associations (VISA, MasterCard) and EFT networks, and changes to these rules or interchange rates could negatively impact revenues and costs[188][191] Cybersecurity Everi integrates cybersecurity into its risk management, overseen by the Board, employing monitoring and testing programs, with no material incidents reported - The Board of Directors has primary responsibility for overseeing cybersecurity risk, receiving quarterly briefings from the CISO and CIO[203][204] - The company's cybersecurity strategy includes monitoring, incident response testing (including table-top exercises), vulnerability management, and employee training[200] - As of the date of the report, the company states it has not experienced a cybersecurity incident that has had or is reasonably likely to have a material effect on its business, operations, or financial condition[202] Part II Market for Common Equity, Dividends, and Share Repurchases Everi's common stock trades on NYSE; the company has not paid dividends and canceled a $180 million share repurchase program after $100 million was executed - The company has not declared or paid any cash dividends and does not intend to in the near future, prioritizing debt repayment and business growth[212] - A share repurchase program authorized for up to $180.0 million on May 3, 2023, was canceled on May 2, 2024, with the company having repurchased $100.0 million of its common stock under this program by the cancellation date[213][214] Share Repurchase History | Year Ended Dec 31 | Shares Repurchased (millions) | Average Price per Share | Total Cost (millions) | | :--- | :--- | :--- | :--- | | 2024 | 0 | N/A | $0 | | 2023 | 7.5 | $13.40 | $100.0 | | 2022 | 5.0 | $16.93 | $84.3 | Management's Discussion and Analysis (MD&A) MD&A highlights a significant 2024 profitability decline due to lower Games revenue and acquisition costs, while liquidity remains sufficient despite macroeconomic volatility and competition Results of Operations Provides a detailed analysis of consolidated and segment-level financial performance for 2024, 2023, and 2022, highlighting revenue, operating income, and key operational metrics Consolidated Results of Operations (2024 vs. 2023) | Metric (in thousands) | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $757,903 | $807,821 | ($49,918) | (6)% | | Games Revenues | $378,921 | $429,154 | ($50,233) | (12)% | | FinTech Revenues | $378,982 | $378,667 | $315 | 0% | | Operating Income | $89,185 | $179,284 | ($90,099) | (50)% | | Net Income | $15,016 | $83,997 | ($68,981) | (82)% | - The 50% decrease in 2024 operating income was primarily due to lower Games revenues and increased operating expenses, including $34.9 million in transaction costs for the proposed merger, a $7.5 million charge for accelerated depreciation of end-of-life gaming devices, and a $3.8 million charge for purchase commitments[227][230][247][250] Key Operating Metrics (2024 vs. 2023) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Gaming Daily Win Per Unit | $33.78 | $36.63 | (8)% | | Gaming Units Sold | 4,250 | 5,635 | (25)% | | FinTech Total Value Processed (billions) | $50.7 | $47.0 | 8% | Consolidated Results of Operations (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $807,821 | $782,519 | $25,302 | 3% | | Games Revenues | $429,154 | $436,426 | ($7,272) | (2)% | | FinTech Revenues | $378,667 | $346,093 | $32,574 | 9% | | Operating Income | $179,284 | $213,352 | ($34,068) | (16)% | | Net Income | $83,997 | $120,489 | ($36,492) | (30)% | - The 16% decrease in 2023 operating income was driven by a $11.7 million impairment charge on an intangible asset from the Intuicode acquisition and higher operating expenses related to payroll and a new manufacturing facility[230][268] Liquidity and Capital Resources Assesses the company's financial position, cash flows, capital expenditures, and contractual obligations, indicating sufficient liquidity Financial Position (as of Dec 31, in thousands) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $400,677 | $267,215 | | Total borrowings | $950,935 | $974,465 | | Undrawn revolving credit facility | $125,000 | $125,000 | | Net cash available (Non-GAAP) | $174,804 | $171,100 | - Net cash provided by operating activities increased to $318.4 million in 2024 from $292.2 million in 2023, primarily due to changes in settlement-related working capital[290] - Capital expenditures totaled $156.4 million in 2024, up from $145.1 million in 2023, with the majority allocated to the Games segment[296] Contractual Obligations Summary (as of Dec 31, 2024, in thousands) | Obligation Type | Total | 2025 | 2026-2027 | Thereafter | | :--- | :--- | :--- | :--- | :--- | | Debt obligations | $960,500 | $0 | $0 | $960,500 | | Estimated interest obligations | $238,685 | $58,587 | $116,971 | $63,127 | | Lease obligations | $37,416 | $9,219 | $10,002 | $18,195 | | Purchase obligations | $106,454 | $71,844 | $33,485 | $1,125 | Critical Accounting Policies and Estimates Discusses key accounting policies and estimates requiring significant management judgment, particularly for business combinations and goodwill impairment - Key estimates involve valuing assets and liabilities in business combinations, which requires significant judgment on future cash flows and discount rates[277][278] - Goodwill impairment testing is a critical estimate, and for the 2024 test, the company used a market approach, identifying Central Credit Services and Games reporting units as at risk, with fair values exceeding carrying values by only 1.4% and 0.4%, respectively[283][284][286] Market Risk Disclosures The company faces market risk primarily from interest rate fluctuations on variable-rate debt and ATM cash funding, with a 100 basis point SOFR increase impacting interest expense by $5.6 million annually - The company is exposed to interest rate risk on its variable-rate debt, and based on the $560.5 million outstanding on the Term Loan, a 100 basis point increase in the applicable SOFR would increase annual interest expense by approximately $5.6 million[310] - The company is also exposed to interest rate risk on its ATM cash funding agreements, where a 100 basis point increase in the target federal funds rate would impact pre-tax income by approximately $3.8 million annually, based on the $379.3 million of funds provided by a third-party vendor[308] Financial Statements and Supplementary Data This section presents audited consolidated financial statements for 2022-2024, independent auditor reports, and detailed notes on the pending merger, revenue, debt, goodwill, and segment performance Report of Independent Registered Public Accounting Firm Identifies independent auditors for each fiscal year and highlights critical audit matters related to revenue recognition and goodwill impairment assessment - PricewaterhouseCoopers LLP served as the auditor for the fiscal year 2024, Ernst & Young LLP for 2023, and BDO USA, LLP for 2022[316][335][339] - For the 2024 audit, PwC identified two Critical Audit Matters: (1) Revenue Recognition for Funds Advanced and Funds Dispensed revenues due to high transaction volume and complex net revenue calculations, and (2) the Goodwill Impairment Assessment for the Games reporting unit due to significant management judgment in selecting market multiples[326][329] Consolidated Financial Statements Presents the company's consolidated statements of operations and balance sheets, providing key financial highlights for the reported fiscal years Consolidated Statement of Operations Highlights (in thousands) | Line Item | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Revenues | $757,903 | $807,821 | $782,519 | | Operating Income | $89,185 | $179,284 | $213,352 | | Net Income | $15,016 | $83,997 | $120,489 | | Diluted EPS | $0.17 | $0.91 | $1.24 | Consolidated Balance Sheet Highlights (as of Dec 31, in thousands) | Line Item | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets | $1,921,909 | $2,123,870 | | Total Liabilities | $1,665,973 | $1,897,728 | | Total Stockholders' Equity | $255,936 | $226,142 | Notes to Consolidated Financial Statements Provides detailed disclosures on significant accounting policies, business combinations, debt structure, goodwill, contingencies, and segment performance - Note 5 (Business Combinations): Details the pending acquisition by Apollo for $14.25/share and the termination of a previous merger agreement with IGT, with transaction costs of $16.2 million incurred for the terminated deal and costs of $6.4 million (transaction) and $12.3 million (retention) incurred for the current proposed transaction in 2024[455][456][459] - Note 11 (Goodwill): Goodwill balance was $736.5 million at year-end 2024, and in 2023, an impairment loss of $11.7 million was recorded for the customer relationships intangible asset related to the Intuicode acquisition[493][501] - Note 13 (Long-Term Debt): Total debt outstanding was $960.5 million as of Dec 31, 2024, consisting of a $560.5 million variable-rate Term Loan and $400 million in 5.00% fixed-rate Senior Unsecured Notes, with the company in compliance with all debt covenants[507][519] - Note 14 (Contingencies): The company is defending against two key legal proceedings: an antitrust lawsuit from NRT Technology Corp. and a breach of contract suit from Zenergy Systems, LLC, with uncertain outcomes[524][525] Segment Operating (Loss) Income (Note 19, in thousands) | Segment | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Games | ($11,193) | $60,693 | $107,636 | | FinTech | $100,378 | $118,591 | $105,716 | | Total Operating Income | $89,185 | $179,284 | $213,352 | Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, with independent auditor attestation - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[586] - Management's assessment concluded that internal control over financial reporting was effective as of December 31, 2024, attested to by the independent auditor, PricewaterhouseCoopers, LLP[587][588] Part III Directors, Executive Compensation, and Corporate Governance Information for Items 10-14, covering directors, executive compensation, and corporate governance, is incorporated by reference from the 2025 Proxy Statement - The information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's 2025 Proxy Statement[596][597][598][599][600] Part IV Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed with the Annual Report on Form 10-K, including key merger and debt agreements - This section provides an index of all financial statements and exhibits filed with the 10-K report[603][604]