EVERI HOLDINGS INC., 10-K filed on 3/2/2020
Annual Report
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Cover page - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Feb. 13, 2020
Jun. 28, 2019
Cover page.      
Document Type 10-K    
Document Period End Date Dec. 31, 2019    
Document Annual Report true    
Document Transition Report false    
Entity File Number 001-32622    
Entity Registrant Name EVERI HOLDINGS INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 20-0723270    
Entity Address, Address Line One 7250 S. TENAYA WAY, SUITE 100    
Entity Address, City or Town LAS VEGAS    
Entity Address, State or Province NV    
Entity Address, Postal Zip Code 89113    
City Area Code 800    
Local Phone Number 833-7110    
Title of 12(b) Security Common Stock, $0.001 par value per share    
Trading Symbol EVRI    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Interactive Data Current Yes    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 859.2
Entity Common Stock, Shares Outstanding   84,560,381  
Documents Incorporated by Reference Certain portions of the registrant’s Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders (which is expected to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s 2019 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K.    
Entity Central Index Key 0001318568    
Amendment Flag false    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 533,227 $ 469,515 $ 974,948
Costs and expenses      
Cost of revenues 112,386 94,437 638,545
Operating expenses 162,184 142,298 118,935
Research and development 32,505 20,497 18,862
Depreciation 63,198 61,225 47,282
Amortization 68,937 65,245 69,505
Total costs and expenses 439,210 383,702 893,129
Operating income 94,017 85,813 81,819
Other expenses      
Interest expense, net of interest income 77,844 83,001 102,136
Loss on extinguishment of debt 179 166 51,750
Total other expenses 78,023 83,167 153,886
Income (loss) before income tax 15,994 2,646 (72,067)
Income tax benefit (523) (9,710) (20,164)
Net income (loss) 16,517 12,356 (51,903)
Foreign currency translation 1,179 (1,745) 1,856
Comprehensive income (loss) $ 17,696 $ 10,611 $ (50,047)
Earnings (loss) per share      
Basic (in dollars per share) $ 0.23 $ 0.18 $ (0.78)
Diluted (in dollars per share) $ 0.21 $ 0.17 $ (0.78)
Weighted average common shares outstanding      
Basic (in shares) 72,376 69,464 66,816
Diluted (in shares) 79,235 73,796 66,816
Games      
Revenues $ 283,119 $ 258,978 $ 222,777
Costs and expenses      
Cost of revenues 71,894 68,009 54,695
Operating expenses 61,522 57,244 42,780
Research and development 24,954 20,497 18,862
Depreciation 56,882 55,058 40,428
Amortization 57,491 55,099 57,060
Total costs and expenses 272,743 255,907 213,825
Operating income 10,376 3,071 8,952
Games | Gaming operations      
Revenues 188,874 168,146 148,654
Costs and expenses      
Cost of revenues 18,043 17,603 15,741
Games | Gaming equipment and systems      
Revenues 90,919 87,038 70,118
Costs and expenses      
Cost of revenues 50,826 47,121 35,707
Games | Gaming other      
Revenues 3,326 3,794 4,005
Costs and expenses      
Cost of revenues 3,025 3,285 3,247
FinTech      
Revenues 250,108 210,537 752,171
Costs and expenses      
Cost of revenues 40,492 26,428 583,850
Operating expenses 100,662 85,054 76,155
Research and development 7,551 0 0
Depreciation 6,316 6,167 6,854
Amortization 11,446 10,146 12,445
Total costs and expenses 166,467 127,795 679,304
Operating income 83,641 82,742 72,867
FinTech | Cash access services      
Revenues 164,741 156,806 707,222
Costs and expenses      
Cost of revenues 14,236 9,717 572,880
FinTech | Equipment      
Revenues 37,865 20,977 13,258
Costs and expenses      
Cost of revenues 22,292 12,601 7,717
FinTech | Information services and other      
Revenues 47,502 32,754 31,691
Costs and expenses      
Cost of revenues $ 3,964 $ 4,110 $ 3,253
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current assets    
Cash and cash equivalents $ 289,870 $ 297,532
Settlement receivables 70,282 82,359
Trade and other receivables, net of allowances for doubtful accounts of $5,786 and $6,425 at December 31, 2019 and December 31, 2018, respectively 87,910 64,387
Inventory 26,574 24,403
Prepaid expenses and other assets 27,896 20,259
Total current assets 502,532 488,940
Non-current assets    
Property and equipment, net 128,869 116,288
Goodwill 681,635 640,537
Other intangible assets, net 279,187 287,397
Other receivables 16,661 8,847
Other assets 20,339 6,252
Total non-current assets 1,126,691 1,059,321
Total assets 1,629,223 1,548,261
Current liabilities    
Settlement liabilities 234,087 334,198
Accounts payable and accrued expenses 173,103 129,238
Current portion of long-term debt 0 8,200
Total current liabilities 407,190 471,636
Non-current liabilities    
Deferred tax liability, net 26,401 27,867
Long-term debt, less current portion 1,108,078 1,155,016
Other accrued expenses and liabilities 33,566 2,637
Total non-current liabilities 1,168,045 1,185,520
Total liabilities 1,575,235 1,657,156
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit)    
Common stock, $0.001 par value, 500,000 shares authorized and 109,493 and 95,100 shares issued at December 31, 2019 and December 31, 2018, respectively 109 95
Convertible preferred stock, $0.001 par value, 50,000 shares authorized and no shares outstanding at December 31, 2019 and December 31, 2018, respectively 0 0
Additional paid-in capital 445,162 298,929
Accumulated deficit (212,940) (229,457)
Accumulated other comprehensive loss (819) (1,998)
Treasury stock, at cost, 24,996 and 24,900 shares at December 31, 2019 and December 31, 2018, respectively (177,524) (176,464)
Total stockholders’ equity (deficit) 53,988 (108,895)
Total liabilities and stockholders’ equity (deficit) $ 1,629,223 $ 1,548,261
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CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Assets, Current [Abstract]    
Accounts Receivable, Allowance for Credit Loss, Current $ 5,786 $ 6,425
Stockholders’ equity (deficit)    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 500,000,000 500,000,000
Common Stock, Shares, Issued 109,492,754 95,099,532
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 50,000,000 50,000,000
Preferred Stock, Shares Outstanding 0 0
Treasury Stock, Common, Shares 24,996,000 24,900,000
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities      
Net income (loss) $ 16,517 $ 12,356 $ (51,903)
Adjustments to reconcile net income (loss) to cash provided by operating activities:      
Depreciation 63,198 61,225 47,282
Amortization 68,937 65,245 69,505
Non-cash lease expense 4,276    
Amortization of financing costs and discounts 4,285 4,877 8,706
Loss on sale or disposal of assets 1,678 869 2,513
Accretion of contract rights 8,710 8,421 7,819
Provision for bad debts 14,647 11,459 9,737
Deferred income taxes (1,593) (10,343) (20,015)
Write-down of assets 1,268 2,575 0
Reserve for obsolescence 1,463 1,919 397
Loss on extinguishment of debt 179 166 51,750
Stock-based compensation 9,857 7,251 6,411
Changes in operating assets and liabilities:      
Settlement receivables 12,961 143,705 (98,390)
Trade and other receivables (41,754) (29,320) (884)
Inventory (3,067) (3,848) (5,753)
Prepaid and other assets (18,724) 1,672 (1,105)
Settlement liabilities (100,783) 17,159 78,465
Accounts payable and accrued expenses 42,835 (1,102) (8,276)
Net cash provided by operating activities 84,890 294,286 96,259
Cash flows from investing activities      
Capital expenditures (114,291) (103,031) (96,490)
Acquisitions, net of cash acquired (35,000) 0 0
Proceeds from sale of property and equipment 56 237 10
Placement fee agreements (17,102) (20,556) (13,300)
Net cash used in investing activities (166,337) (123,350) (109,780)
Cash flows from financing activities      
Proceeds from credit facility 0 0 820,000
Proceeds from unsecured notes 0 0 375,000
Repayments of prior credit facility 0 0 (465,600)
Repayments of secured notes 0 0 (335,000)
Repayments of unsecured notes 0 0 (350,000)
Repayments of credit facility (58,700) (8,200) (4,100)
Proceeds from issuance of common stock, net 122,376 0 0
Debt issuance costs and discounts (707) (1,276) (28,702)
Proceeds from exercise of stock options 15,704 9,610 10,906
Purchase of treasury stock (1,060) (123) (110)
Net cash provided by financing activities 77,613 11 22,394
Effect of exchange rates on cash 1,263 (1,370) 1,292
Cash, cash equivalents and restricted cash      
Net (decrease) increase for the period (2,571) 169,577 10,165
Balance, beginning of the period 299,181 129,604 119,439
Balance, end of the period 296,610 299,181 129,604
Supplemental cash disclosures      
Cash paid for interest 77,351 81,609 89,008
Cash paid for income tax, net of refunds 694 402 180
Supplemental non-cash disclosures      
Accrued and unpaid capital expenditures 4,500 3,657 1,386
Accrued and unpaid placement fees added during the year 585 0 39,074
Accrued and unpaid liabilities for acquisitions 36,940 (550) 0
Transfer of leased gaming equipment to inventory 10,980 10,028 7,820
Operating lease right-of-use assets obtained in exchange for lease obligations $ 2,481 $ 0 $ 0
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock— Series A
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Balance, beginning of period (in shares) at Dec. 31, 2016   90,952        
Balance, beginning of period at Dec. 31, 2016 $ (107,793) $ 91 $ 264,755 $ (194,299) $ (2,109) $ (176,231)
Increase (Decrease) in Stockholders' Equity            
Net income (loss) (51,903)     (51,903)    
Foreign currency translation 1,856       1,856  
Stock-based compensation expense 6,411   6,411      
Exercise of options (in shares)   2,037        
Exercise of options 10,906 $ 2 10,904     0
Restricted share vesting and withholding (110)         (110)
Restricted share vesting and withholding (in shares)   131        
Balance, end of period (in shares) at Dec. 31, 2017   93,120        
Balance, end of period at Dec. 31, 2017 (140,633) $ 93 282,070 (246,202) (253) (176,341)
Increase (Decrease) in Stockholders' Equity            
Net income (loss) 12,356     12,356    
Foreign currency translation (1,745)       (1,745)  
Stock-based compensation expense 7,251   7,251      
Exercise of options (in shares)   1,962        
Exercise of options 9,610 $ 2 9,608      
Restricted share vesting and withholding (123)         (123)
Restricted share vesting and withholding (in shares)   18        
Balance, end of period (in shares) at Dec. 31, 2018   95,100        
Balance, end of period at Dec. 31, 2018 (108,895) $ 95 298,929 (229,457) (1,998) (176,464)
Increase (Decrease) in Stockholders' Equity            
Net income (loss) 16,517     16,517    
Foreign currency translation 1,179       1,179  
Issuance of common stock in public offering, net (in shares)   11,500        
Issuance of common stock in public offering, net 122,376 $ 11 122,365      
Stock-based compensation expense 8,167   8,167      
Exercise of options (in shares)   2,595        
Exercise of options 15,704 $ 3 15,701      
Restricted share vesting and withholding (1,060)         (1,060)
Restricted share vesting and withholding (in shares)   298        
Balance, end of period (in shares) at Dec. 31, 2019   109,493        
Balance, end of period at Dec. 31, 2019 $ 53,988 $ 109 $ 445,162 $ (212,940) $ (819) $ (177,524)
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BUSINESS
12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS 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 is a leading supplier of entertainment and technology solutions for the casino, interactive, and gaming industry. With a focus on both customers and players, Everi develops, sells, and leases games and gaming machines, gaming systems and services, and is an innovator and provider of core financial products and services, self-service player loyalty tools and promotion management software, and intelligence and regulatory compliance solutions. Everi’s mission is to provide casino operators with games that facilitate memorable player experiences, offer secure financial transactions for casinos and their patrons, and deliver software applications and self-service tools to improve casino operations efficiencies and fulfill regulatory compliance requirements.
Everi Holdings reports its results of operations within two operating segments: Games and FinTech.
Everi Games provides gaming operators with gaming technology products and services, including: (a) gaming machines, primarily comprising Class II and Class III slot machines, including TournEvent® machines, placed under participation or fixed-fee lease arrangements or sold to casino customers; (b) TournEvent® system software, licenses, and ancillary equipment; (c) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (d) business-to-consumer (“B2C”) and business-to-business (“B2B”) interactive gaming activities; and (e) managing our TournEvent of Champions® national slot tournament.
Everi FinTech provides gaming operators with financial technology products and services, including: (a) services and equipment that facilitate casino patron’s self-service access to cash at gaming facilities via Automated Teller Machine (“ATM”) cash withdrawals, credit card cash access transactions and point-of-sale (“POS”) debit card purchase and cash access transactions; (b) check warranty services; (c) self-service player loyalty enrollment and marketing equipment, including tools and promotion management software; (d) software and services that improve credit decision making, automate cashier operations, and enhance patron marketing activities for gaming establishments; (e) equipment that provides cash access and other cash handling efficiency-related services; and (f) compliance, audit, and data solutions.
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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company. All intercompany transactions and balances have been eliminated in consolidation.
Business Combinations
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
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 Doubtful Accounts
We maintain an allowance for doubtful accounts related to our trade and other receivables and notes receivable that have been determined to have a high risk of uncollectibility. The allowance for doubtful accounts represents the Company’s best estimate of the amount of credit losses incurred. Management reviews its accounts and notes receivable on a quarterly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in our customer payment patterns, concentration, and creditworthiness when evaluating the adequacy of our allowance for doubtful accounts. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs may exceed the recorded allowance.
Settlement Receivables and Settlement Liabilities
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
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
Our restricted cash primarily consists of: (a) funds held in connection with certain customer agreements; (b) deposits held in connection with a sponsorship agreement; (c) WAP-related restricted funds; and (d) 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 statement of cash flows.
Year Ended December 31,
Classification on our Balance Sheets201920182017
Cash and cash equivalentsCash and cash equivalents$289,870  $297,532  $128,586  
Restricted cash — currentPrepaid expenses and other assets6,639  1,548  917  
Restricted cash — non-currentOther assets101  101  101  
Total
$296,610  $299,181  $129,604  
Property and Equipment
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 estimated life of the related assets, generally two to 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 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
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 12 to 83 months. Certain of the agreements contain player terminal performance standards that could allow the facility to reduce a portion of our guaranteed floor space. In addition, certain development agreements allow the facilities to buy out floor space after advances that are subject to repayment have been repaid. The agreements typically provide for a portion of the amounts retained by the gaming facility for their share of the operating profits of the facility to be used to repay some or all of the advances recorded as notes receivable.
Goodwill
Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. We test for impairment annually on a reporting unit basis, at the beginning of our fourth fiscal quarter 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. If the fair value of a reporting unit is less than its carrying amount, we will use the “Step 1” assessment to determine the impairment.
The annual evaluation of goodwill requires the use of estimates about future operating results of each reporting unit to determine its estimated fair value. Changes in forecasted operations can materially affect these estimates, which could materially affect our results of operations. The estimates of fair value require significant judgment and are based on assumptions we determined to be reasonable; however, that 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 for our reporting units. There can be no assurance that our estimates and assumptions made for purposes of our goodwill testing as of the time of testing will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated growth rates are not correct, we may be required to record goodwill impairment charges in future periods, whether in connection with our next annual impairment testing, or earlier, if an indicator of an impairment is present prior to our next annual evaluation.
Our reporting units are identified as operating segments or one level below. Reporting units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have operating results that are regularly reviewed by our segment management to ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete financial information available. As of December 31, 2019, our reporting units included: Games, Cash Access Services, Kiosk Sales and Service, Central Credit Services, Compliance Sales and Services, and Player Loyalty Sales and Services.
Other Intangible Assets
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: (a) 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 (b) 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
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
The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2018 using the modified retrospective method. The reported results for the years ended December 31, 2019 and 2018 reflect the application of ASC 606, while the reported results for the year ended December 31, 2017 were prepared under ASC Topic 605, Revenue Recognition (“ASC 605”). In addition, certain of our revenue streams are recognized based on the criteria set forth in ASC 842, Leases (“ASC 842”).
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 ensure 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 cash collections 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,
20192018
Contract assets (1)
     Balance at January 1$11,310  $8,433  
     Balance at December 3115,408  11,310  
         Increase $4,098  $2,877  
Contract liabilities (2)
     Balance at January 1 — short-term$14,661  $11,951  
     Balance at January 1 — long-term809  446  
         Total15,470  12,397  
 Balance at December 31 — short-term
29,150  14,661  
 Balance at December 31 — long-term
354  809  
         Total29,504  15,470  
            Increase $14,034  $3,073  
(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 $14.2 million and $11.4 million in revenue that was included in the beginning contract liability balance during 2019 and 2018, respectively.
Games Revenues
Our products and services include electronic gaming devices, such as Native American Class II offerings and other electronic bingo products, Class III slot machine offerings, VLTs, B2C and B2B interactive gaming activities, accounting and central determinant systems, and other back office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (a) Gaming Operations; (b) Gaming Equipment and Systems; and (c) Gaming Other.
Gaming Operations
We primarily provide: (a) 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, wide-area progressive (“WAP”), and TournEvent® machines; (b) accounting and central determinant systems; and (c) interactive 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 30 to 90 days. We
recognized $143.2 million, $136.6 million, and $126.1 million in lease revenues for the years ended December 31, 2019, 2018, and 2017, 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 30 to 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 interactive offering comprised of B2C and B2B activities. 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. 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.
Gaming Equipment and Systems
Gaming equipment and systems revenues are derived from the sale of some combination of: (a) gaming equipment and player terminals, including TournEvent® machines; (b) game content; (c) license fees; and (d) ancillary equipment, such as signage and lighting packages. Such arrangements are predominately short-term in nature with payment terms ranging from 30 to 180 days, and with certain agreements providing for extended payment terms up to 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 30 to 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: (a) commission expenses payable to casino operators; (b) interchange fees payable to the network associations; and (c) 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 reverse interchange 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: (a) commission expenses payable to casino operators; (b) interchange fees payable to the network associations; and (c) 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 30 to 90 days, while certain agreements provide for extended payment terms of up to 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. The cash access kiosk and related equipment sales contracts accounted for under ASC 842 were approximately $2.6 million in aggregate revenue for the year ended December 31, 2019. We did not have any cash access kiosk and related equipment sales transactions that qualified for sales type lease accounting treatment in 2018 or 2017.
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: (a) software licenses, software subscriptions, professional services, and certain other ancillary fees; (b) 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 30 to 90 days, secured by the related equipment; (c) 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 (d) ancillary marketing, database, and Internet-based gaming-related activities.
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
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 $5.0 million, $3.4 million, and $1.1 million for the years ended December 31, 2019, 2018, and 2017, respectively.
Research and Development Costs
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: (a) 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; (b) compliance products that increase efficiencies, profitability, enhance employee/patron relationships, and meet regulatory reporting requirements; and (c) 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 $32.5 million, $20.5 million, and $18.9 million for the years ended December 31, 2019, 2018, and 2017, 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
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 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). Expenses related to the matching portion of the contributions to the 401(k) Plan were $2.6 million, $2.2 million, and $2.3 million for the years ended December 31, 2019, 2018, and 2017, respectively.
Fair Values of Financial Instruments
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.
The carrying amount of cash and cash equivalents, 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. As of December 31, 2019 and December 31, 2018, the fair value of notes receivable, net, approximated the carrying value due to contractual terms of trade and loans receivable generally being under 24 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 (in thousands):
 Level of HierarchyFair ValueOutstanding Balance
December 31, 2019   
Term loan $753,494  $749,000  
Senior unsecured notes $401,738  $375,000  
December 31, 2018   
Term loan $784,479  $807,700  
Senior unsecured notes $354,863  $375,000  
The term loan and senior unsecured notes were reported at fair value using Level 2 inputs based on quoted market prices for these securities.
Foreign Currency Translation
Foreign currency denominated assets and liabilities for those foreign entities for which the local currency is the functional currency are translated into U.S. dollars based on exchange rates prevailing at the end of each year. Revenues and expenses are translated at average exchange rates during the year. The effects of foreign exchange gains and losses arising from these translations are included as a component of other comprehensive income on the 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
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 differ from these estimates.
Earnings Applicable to Common Stock
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock resulting from assumed stock option exercises and vesting of restricted stock 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 award granted under our plans, they expire 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 time-based stock option awards are measured at fair value on the grant date using the Black Scholes model. 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. The stock-based compensation cost is recognized on a straight-line basis over the vesting period of the awards.
Our market-based option awards granted in 2017 under our 2014 Plan (defined herein) and 2012 Plan (defined herein) vest at a rate of 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 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, then the vested tranche shall vest and become vested shares on the last day of a period of 30 consecutive trading days during which the closing price is at least the price hurdle.
The market-based option awards are measured at fair value on the grant date using a lattice model based on the median time horizon from the date of grant for these options to the vesting date for those paths that achieved the target threshold(s). The stock-based compensation cost is recognized on a straight-line basis over the median vesting periods calculated under such valuation model.
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
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, except for the adoption impact of the application of ASC 606 utilizing the modified retrospective transition method.
Recent Accounting Guidance
Recently Adopted Accounting Guidance
On January 1, 2019, we adopted ASU No. 2018-07, which expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees are substantially aligned. The adoption of this ASU did not have a material impact on our Financial Statements.
On January 1, 2019, we adopted ASU No. 2018-02, which provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 (or portion thereof) is recorded. The adoption of this ASU did not have a material impact on our Financial Statements.
On January 1, 2019, we adopted the new lease accounting guidance, ASC 842. The guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a lease ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. We made an accounting policy election where leases that are 12 months or less and do not include an option to purchase the underlying asset are not recorded on the balance sheet, similar to the operating lease accounting under ASC 840. We adopted the guidance using a modified retrospective approach utilizing the transition relief expedient method, whereby we continue to apply existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative-effect adjustment in the period of adoption, rather than in the earliest period presented without adjusting historical financial statements. We elected the package of practical expedients permitted under the transition guidance within the new guidance that allowed us to carry forward the historical lease classification. Information related to leases as of 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.
The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.
We have provided additional information with respect to the new guidance in “Note 3 — Leases.”
Recent Accounting Guidance Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12 simplifying the accounting for income taxes by removing specific exceptions to the general principles in Topic 740. It also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of adopting this guidance on our Financial Statements.
In August 2018, the FASB issued ASU No. 2018-15, which 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). The new standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of adopting this guidance on our Financial Statements; however, we do not expect it to be material.
In June 2016, the FASB issued ASU No. 2016-13, which provides updated guidance on how an entity should measure credit losses on financial instruments. Subsequently, in November 2018 the FASB issued ASU No. 2018-19, which clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20, but should rather be accounted for in accordance with ASC 842. The new standard and related amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. This guidance is expected to be applied using a modified retrospective approach for the cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This guidance replaces the current incurred loss measurement methodology with a current expected credit loss measurement methodology over the lifetime of the receivables. 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 have completed our assessment of the anticipated impact of adopting this guidance from a segment management perspective, and our operations are not expected to be significantly impacted, both for short- and long-term accounts receivable: (a) 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; and (b) Our Games business sells electronic gaming machines (“EGMs”) to gaming establishments on a relatively short-term basis and collections are reasonably certain based on historical experience. Furthermore, the material portion of long-term loans receivables balance is fully collaterized, and therefore, does not represent a risk of credit loss. We intend to adopt this guidance using a modified retrospective approach, however, we do not anticipate there being an adjustment to record in connection with implementing this guidance.
As of December 31, 2019, 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.
v3.19.3.a.u2
LEASES
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Leases LEASES
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 (a) obtain substantially all of the economic benefit from the use of the asset; and (b) 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 1 to 15 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.
Supplemental balance sheet information related to our operating leases is as follows (in thousands):
Classification on our Balance SheetsAt December 31, 2019
Assets
Operating lease ROU assetsOther assets, non-current$12,257  
Liabilities (1)
Current operating lease liabilitiesAccounts payable and accrued expenses$5,824  
Non-current operating lease liabilitiesOther accrued expenses and liabilities$9,628  
(1) The amount of operating lease liabilities recorded on our Balance Sheets upon the adoption of ASC 842 was approximately $18.0 million.
Supplemental cash flow information related to leases is as follows (in thousands):
Year Ended
December 31, 2019
Cash paid for long- and short-term operating leases  $7,692  
Operating lease ROU assets obtained in exchange for lease obligations (1)
$16,533  
(1)  The amounts include approximately $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 $0.5 million), and approximately $2.5 million of operating lease ROU assets obtained in exchange for new lease obligations entered into during the year ended December 31, 2019. The amounts exclude amortization for the period.
Other information related to lease terms and discount rates is as follows:
At December 31, 2019
Weighted average remaining lease term (in years)2.96
Weighted average discount rate5.25 %
Components of lease expense are as follows (in thousands):
Year Ended
December 31, 2019
Lease Cost:
Operating lease cost (1)
$4,907  
Variable lease cost $1,619  
(1)  The amount includes approximately $4.3 million in non-cash lease expense.
Maturities of lease liabilities are summarized as follows as of December 31, 2019 (in thousands):
Year ending December 31, Amount
2020$6,473  
20215,296  
20222,996  
20231,400  
2024432  
Thereafter72  
Total future minimum lease payments $16,669  
Amount representing interest 1,217  
Present value of future minimum lease payments$15,452  
Current operating lease obligations5,824  
Long-term lease obligations$9,628  
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and under ASC 840, the previous lease accounting guidance, maturities of lease liabilities were as follows as of December 31, 2018 (in thousands):
Year ending December 31, Amount
2019$5,570  
20205,680  
20214,598  
20222,799  
20231,074  
Thereafter—  
Total future minimum lease payments $19,721  
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, 2019 is approximately $196.6 million, which includes accumulated depreciation of approximately $106.9 million.
In addition, we generated lease revenue from sales-type leases in the FinTech segment in the amount of approximately $2.6 million for the year ended December 31, 2019. Our interest income recognized in connection with sales-type leases is immaterial.
Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):
Classification on our Balance SheetsAt December 31, 2019
Assets
Net investment in sales-type leases — currentTrade and other receivables, net$874  
Net investment in sales-type leases — non-currentOther receivables$1,288  
Leases LEASES
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 (a) obtain substantially all of the economic benefit from the use of the asset; and (b) 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 1 to 15 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.
Supplemental balance sheet information related to our operating leases is as follows (in thousands):
Classification on our Balance SheetsAt December 31, 2019
Assets
Operating lease ROU assetsOther assets, non-current$12,257  
Liabilities (1)
Current operating lease liabilitiesAccounts payable and accrued expenses$5,824  
Non-current operating lease liabilitiesOther accrued expenses and liabilities$9,628  
(1) The amount of operating lease liabilities recorded on our Balance Sheets upon the adoption of ASC 842 was approximately $18.0 million.
Supplemental cash flow information related to leases is as follows (in thousands):
Year Ended
December 31, 2019
Cash paid for long- and short-term operating leases  $7,692  
Operating lease ROU assets obtained in exchange for lease obligations (1)
$16,533  
(1)  The amounts include approximately $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 $0.5 million), and approximately $2.5 million of operating lease ROU assets obtained in exchange for new lease obligations entered into during the year ended December 31, 2019. The amounts exclude amortization for the period.
Other information related to lease terms and discount rates is as follows:
At December 31, 2019
Weighted average remaining lease term (in years)2.96
Weighted average discount rate5.25 %
Components of lease expense are as follows (in thousands):
Year Ended
December 31, 2019
Lease Cost:
Operating lease cost (1)
$4,907  
Variable lease cost $1,619  
(1)  The amount includes approximately $4.3 million in non-cash lease expense.
Maturities of lease liabilities are summarized as follows as of December 31, 2019 (in thousands):
Year ending December 31, Amount
2020$6,473  
20215,296  
20222,996  
20231,400  
2024432  
Thereafter72  
Total future minimum lease payments $16,669  
Amount representing interest 1,217  
Present value of future minimum lease payments$15,452  
Current operating lease obligations5,824  
Long-term lease obligations$9,628  
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and under ASC 840, the previous lease accounting guidance, maturities of lease liabilities were as follows as of December 31, 2018 (in thousands):
Year ending December 31, Amount
2019$5,570  
20205,680  
20214,598  
20222,799  
20231,074  
Thereafter—  
Total future minimum lease payments $19,721  
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, 2019 is approximately $196.6 million, which includes accumulated depreciation of approximately $106.9 million.
In addition, we generated lease revenue from sales-type leases in the FinTech segment in the amount of approximately $2.6 million for the year ended December 31, 2019. Our interest income recognized in connection with sales-type leases is immaterial.
Supplemental balance sheet information related to our sales-type leases is as follows (in thousands):
Classification on our Balance SheetsAt December 31, 2019
Assets
Net investment in sales-type leases — currentTrade and other receivables, net$874  
Net investment in sales-type leases — non-currentOther receivables$1,288  
v3.19.3.a.u2
BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
BUSINESS COMBINATIONS 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 develops and distributes hardware and software applications to gaming operators to enhance gaming patron loyalty, pursuant to an asset purchase agreement. This acquisition includes existing contracts with gaming operators, technology, and intellectual property that allow us to provide gaming operators with self-service enrollment, player 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 expands our financial technology solutions offerings within our FinTech segment. Under the terms of the asset purchase agreement, we paid the Seller $20.0 million at the closing of the transaction and will pay an additional $10.0 million one year following the closing and another $10.0 million two years following the date of closing. In addition, we expect that an additional $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 $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$20,000  
Cash consideration to be paid in subsequent periods (at fair value)18,528  
Total cash consideration38,528  
Contingent consideration (at fair value)9,028  
Total purchase consideration$47,556  
Cash consideration is comprised of a short-term component that is recorded in accounts payable and accrued expenses and a long-term component payable within two years recorded in other accrued expenses and liabilities of our Balance Sheets. The contingent consideration is comprised of a long-term component recorded in other accrued expenses and liabilities of our Balance Sheets.
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 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 player 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 $0.3 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$3,146  
Property and equipment, net 
Goodwill33,182  
Other intangible assets, net14,200  
Other assets239  
Total assets50,775  
Accounts payable and accrued expenses(3,085) 
Other accrued expenses and liabilities(134) 
Total liabilities(3,219) 
Net assets acquired$47,556  
Receivables acquired of approximately $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 $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 $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 $14.2 million were comprised of customer contracts and developed technology. The fair value of customer contracts of approximately $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 17%. The fair value of developed technology of approximately $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 15% and a discount rate utilized of 18%.
The following table summarizes acquired intangible assets (dollars in thousands):
Useful Life (Years)Estimated Fair Value
Other Intangible Assets
Developed technology3$5,000  
Customer contracts59,200  
Total other intangible assets$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 $16.0 million and net income of approximately $3.9 million. We incurred acquisition-related costs of approximately $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 develops and distributes kiosks and software applications to gaming patrons to enhance patron loyalty, in an asset purchase agreement. The acquired assets consist 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 expands our financial technology player loyalty offerings within our FinTech segment. Under the terms of the asset purchase agreement, we paid MGT $15.0 million at the closing of the transaction and we will remit an additional $5.0 million by April 1, 2020 with a final payment of $5.0 million two years following the date of closing. We expect the total consideration for this acquisition to be approximately $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$15,000  
Cash consideration to be paid in subsequent periods (at fair value)9,514  
Total cash consideration$24,514  
Cash consideration is comprised of a short-term component that is recorded in accounts payable and accrued expenses and a long-term component payable within two years recorded in other accrued expenses and liabilities of our Balance Sheets.
The transaction was recorded using the acquisition method of accounting, as described above, and the goodwill will be amortized over a period of 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 player loyalty offerings and marketing-focused business line, assembled workforce, among other strategic benefits.
The estimates and assumptions incorporated included the projected timing and amount of future cash flows and discount rates reflecting risk inherent in the future cash flows. The estimated fair values of assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as the Company finalizes its purchase price accounting. The significant items for which a final fair value has not been determined include, but are not limited to: the valuation and estimated useful lives of intangible assets, contract liabilities, including deferred and unearned revenues, and deferred income taxes. We do not expect our fair value determinations to materially change; however, there may be differences between the amounts recorded at the closing date of the transaction and the final fair value analysis, which we expect to complete no later than the fourth quarter of 2020.
The information below reflects the preliminary amounts of identifiable assets acquired and liabilities assumed as of the closing date of the transaction (in thousands):
Amount
Current assets$2,926  
Property and equipment, net25  
Goodwill7,888  
Other intangible assets, net16,600  
Other assets1,853  
Total assets29,292  
Accounts payable and accrued expenses(3,257) 
Other accrued expenses and liabilities(1,521) 
Total liabilities(4,778) 
Net assets acquired$24,514  
Receivables acquired of approximately $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 $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 $16.6 million were comprised of customer contracts, developed technology, and non-compete agreements. The fair value of customer contracts of approximately $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 23%. The fair value of developed technology of approximately $4.4 million was determined by applying the income approach utilizing the relief from royalty methodology with a royalty rate of 15% and a discount rate utilized of 24%. The fair value of non-compete agreements of approximately $0.6 million was determined by applying the income approach utilizing the with and without methodology with a discount rate of 23%.
The following table summarizes acquired intangible assets (dollars in thousands):
Useful Life (Years)Estimated Fair Value
Other Intangible Assets
Customer contracts8$11,600  
Developed technology34,400  
Non-compete agreements3600  
Total other intangible assets$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 $0.2 million and a net result that was break even. We incurred MGT acquisition-related costs of approximately $0.1 million for the year ended December 31, 2019.
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 $550.8 million and $496.6 million and net income of approximately $16.4 million and $13.0 million for the years ended December 31, 2019 and 2018, respectively.
v3.19.3.a.u2
FUNDING AGREEMENTS
12 Months Ended
Dec. 31, 2019
A T M Funding Agreement Disclosure [Abstract]  
FUNDING AGREEMENTS 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 $7.2 million, $7.0 million, and $4.9 million for the years ended December 31, 2019, 2018, and 2017, 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 $292.6 million and $224.7 million as of December 31, 2019 and 2018, 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 $300 million with the ability to increase the amount by $75 million over a 5-day period for holidays, such as the period around New Year’s Day. The term of the agreement expires on June 30, 2022 and will automatically renew for additional one-year periods unless either party provides a 90-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, 2019, 2018, and 2017.
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 $157.3 million and $249.6 million as of December 31, 2019 and 2018, 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 $5.5 million and $4.8 million of our cash for these ATMs at December 31, 2019 and 2018, 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 $6.3 million and $6.1 million at December 31, 2019 and 2018, respectively, and is included in prepaid expenses and other assets line on our Balance Sheets.
v3.19.3.a.u2
TRADE AND OTHER RECEIVABLES
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
TRADE AND OTHER RECEIVABLES 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): 
 At December 31,
 20192018
Trade and other receivables, net  
Games trade and loans receivables$55,457  $53,011  
FinTech trade and loans receivables35,325  18,890  
Insurance settlement receivable (1)
7,650  —  
Other receivables3,977  1,333  
Net investment in sales-type leases (2)
2,162  —  
Total trade and other receivables, net$104,571  $73,234  
Non-current portion of receivables
Games trade and loans receivables(2,117) (2,922) 
FinTech trade and loans receivables(13,256) (5,925) 
Net investment in sales-type leases (2)
(1,288) —  
Total non-current portion of receivables$(16,661) $(8,847) 
Total trade and other receivables, current portion$87,910  $64,387  
(1) Refer to “Note 13 — Commitments and Contingencies” for a discussion on the insurance settlement receivable.
(2) Refer to “Note 3 — Leases” for a discussion on net investment in sales-type leases recorded on the Balance Sheets as a result of the implementation of ASC 842.
At least quarterly, we evaluate the collectability of the outstanding balances and establish a reserve for the amount of the expected losses on our receivables. The allowance for doubtful accounts for trade receivables was approximately $5.8 million and $6.4 million as of December 31, 2019 and 2018, respectively, and included approximately $4.9 million and $3.2 million of check warranty reserves, respectively. The provision for doubtful customer accounts receivables is generally included within operating expenses in the Statements of Operations.
A summary activity of the reserve for check warranty losses is as follows (in thousands): 
 Amount
Balance, December 31, 2016$2,695  
Warranty expense provision9,418  
Charge-offs against reserve(9,404) 
Balance, December 31, 20172,709  
Warranty expense provision9,819  
Charge-offs against reserve(9,366) 
Balance, December 31, 20183,162  
Warranty expense provision14,751  
Charge-offs against reserve(13,012) 
Balance, December 31, 2019$4,901  
v3.19.3.a.u2
INVENTORY
12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
INVENTORY 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):
 At December 31,
 20192018
Inventory  
Component parts, net of reserves of $2,007 and $1,468 at December 31, 2019 and December 31, 2018, respectively
$24,864  $23,197  
Work-in-progress94  280  
Finished goods1,616  926  
Total inventory$26,574  $24,403  
v3.19.3.a.u2
PREPAID AND OTHER ASSETS
12 Months Ended
Dec. 31, 2019
Prepaid Expense and Other Assets [Abstract]  
PREPAID AND OTHER ASSETS PREPAID 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): 
 At December 31,
 20192018
Prepaid expenses and other assets  
Prepaid expenses$11,272  $8,351  
Deposits8,501  8,241  
Restricted cash(1)
6,639  1,548  
Other1,484  2,119  
Total prepaid expenses and other assets$27,896  $20,259  
(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): 
 At December 31,
 20192018
Other assets  
Operating lease ROU assets(1)
$12,257  $—  
Prepaid expenses and deposits7,378  5,289  
Debt issuance costs of revolving credit facility460  654  
Other244  309  
Total other assets$20,339  $6,252  
v3.19.3.a.u2
PROPERTY AND EQUIPMENT
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY, EQUIPMENT AND LEASED ASSETS PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
 
  At December 31, 2019At December 31, 2018
Useful Life (Years)CostAccumulated DepreciationNet Book ValueCostAccumulated DepreciationNet Book Value
Property and equipment       
Rental pool - deployed
2-4
$196,571  $106,888  $89,683  $183,309  $105,038  $78,271  
Rental pool - undeployed
2-4
31,901  22,970  8,931  23,825  14,680  9,145  
FinTech equipment
3-5
29,947  22,114  7,833  27,285  21,000  6,285  
Leasehold and building improvementsLease Term11,815  8,150  3,665  11,857  6,938  4,919  
Machinery, office, and other equipment
2-5
48,860  30,103  18,757  46,322  28,654  17,668  
Total $319,094  $190,225  $128,869  $292,598  $176,310  $116,288  
Depreciation expense related to property and equipment totaled approximately $63.2 million, $61.2 million, and $47.3 million for the years ended December 31, 2019, 2018, and 2017, respectively.
v3.19.3.a.u2
GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS 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. Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” for a description of how we account for goodwill, and how we measure goodwill for impairment.
Goodwill Testing
For the goodwill impairment test conducted in 2019, we utilized the “Step 1” approach, which required a comparison of the carrying amount of each reporting unit to its estimated fair value. To estimate the fair value of our reporting units, 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 the after-tax net cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise 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 annual budget and projected years thereafter. Our budgets and projected after tax net cash flows are based on estimates of future growth rates. We believe our assumptions are consistent with the plans and estimates used to manage the underlying businesses. The discount rates, which are intended to reflect the risks inherent in future after tax net cash flow projections used in the DCF are based on estimates of the weighted average cost of capital (“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”). If the fair value of a reporting unit is less than its carrying amount, an impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the fair value of that goodwill is recorded.
We had approximately $681.6 million and $640.5 million of goodwill on our Balance Sheets as of December 31, 2019 and 2018, respectively, resulting from acquisitions of other businesses.
In connection with our annual goodwill impairment testing process for 2019 and 2018, we determined that no impairment adjustments were necessary. The fair value exceeded the carrying amount for each of the reporting units.  
The changes in the carrying amount of goodwill are as follows (in thousands):
 GamesCash Access ServicesKiosk Sales and ServicesCentral Credit ServicesCompliance Sales and ServicesPlayer Loyalty Sales and ServicesTotal
Goodwill      
Balance, December 31, 2017$449,041  $157,098  $5,745  $17,127  $11,578  $—  $640,589  
Foreign translation adjustment—  (52) —  —  —  —  (52) 
Balance, December 31, 2018$449,041  $157,046  $5,745  $17,127  $11,578  $—  $640,537  
Foreign translation adjustment—  28  —  —  —  —  28  
Acquisitions (1)
—  —  —  —  —  41,070  41,070  
Balance, December 31, 2019$449,041  $157,074  $5,745  $17,127  $11,578  $41,070  $681,635  
(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): 
  At December 31, 2019At December 31, 2018
Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net Book Value
Cost
Accumulated Amortization
Net Book Value
Other intangible assets       
Contract rights under placement fee agreements4$58,516  $20,888  $37,628  $57,440