Everi (EVRI) - 2025 Q1 - Quarterly Results

FORM 8-K Filing Information This section provides registrant identification, jurisdiction, filing date, and contact details for the Form 8-K Registrant and Filing Details Provides basic identification details for the Form 8-K filing, including registrant, jurisdiction, and filing date - Registrant: Everi Holdings Inc.[1] - Jurisdiction of Incorporation: Delaware[1] - Date of Report: April 29, 2025[1] Securities Registered Identifies securities registered under Section 12(b) of the Act, specifically Common Stock traded on the NYSE Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :--------------------------------------- | | Common Stock, $0.001 par value | EVRI | New York Stock Exchange | Item 2.02 Results of Operations and Financial Condition Discloses preliminary unaudited Q1 2025 financial estimates, explicitly stating their non-filed status for Section 18 liability Preliminary Financial Estimates Disclosure Everi provides preliminary unaudited Q1 2025 financial estimates in Exhibit 99.1, not deemed 'filed' for Section 18 liability - Everi Holdings Inc. provided preliminary estimates of unaudited selected financial results as of March 31, 2025, and for the three months ended March 31, 2025[4] - The preliminary financial results are included in Exhibit 99.1 to this Current Report on Form 8-K[4] - The information in Item 2.02 and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, limiting liability[5] Item 7.01 Regulation FD Disclosure Provides Regulation FD disclosure regarding a proposed transaction and the purpose of preliminary financial estimates Proposed Transaction Overview Reiterates definitive agreements for a Proposed Transaction involving Everi, IGT Gaming & Digital, and Apollo funds - On July 26, 2024, Everi entered into definitive agreements for a Proposed Transaction with International Game Technology PLC (IGT) and affiliates of Apollo Global Management, Inc[6] - The Proposed Transaction involves the simultaneous acquisition of Everi and IGT's Gaming & Digital business by a newly formed holding company (Newco) owned by Apollo-managed funds[6] Purpose of Financial Disclosure Preliminary Q1 2025 financial estimates support financing discussions for the Proposed Transaction, not deemed 'filed' for liability - The preliminary estimates of unaudited selected financial results are being disclosed in connection with the Buyer's anticipated discussions with prospective lenders for financing the Proposed Transaction[7] - The information in Item 7.01 and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Exchange Act, limiting liability[8] Forward-Looking Statements Provides a cautionary statement regarding forward-looking information, including Q1 2025 estimates, and associated risks Disclaimer and Risk Factors Warns that the report contains forward-looking statements with substantial risks and uncertainties, disclaiming update obligations - This Current Report contains forward-looking statements, including Everi's preliminary estimates of unaudited selected financial results for the three months ended March 31, 2025[9] - These forward-looking statements involve substantial risks and uncertainties that could significantly affect financial or operating results and cause actual results to differ materially[9] - Everi does not intend to update or revise any forward-looking statements as a result of new information or future events, except as required by law[9] Item 9.01 Financial Statements and Exhibits Lists the exhibits filed with the Form 8-K, including preliminary financial disclosures and interactive data files Exhibits List Lists Exhibit 99.1 (Disclosures with preliminary financial estimates) and Exhibit 104 (Cover Page Interactive Data File) Exhibits to Form 8-K | Exhibit Number | Description | | :------------- | :---------- | | 99.1 | Disclosures | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Signatures Confirms the report's authorization and signature by Everi Holdings Inc.'s Senior Vice President and Chief Accounting Officer Report Authorization Confirms the report's authorization and signature by Everi Holdings Inc.'s Senior Vice President and Chief Accounting Officer - The report was signed on behalf of Everi Holdings Inc. by Todd A. Valli, Senior Vice President, Chief Accounting Officer[14] - Date of signature: April 29, 2025[14]