UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32622
GLOBAL CASH ACCESS HOLDINGS, INC.
(Exact name of Registrant as specified in our charter)
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Delaware
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20-0723270 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number) |
3525 East Post Road, Suite 120, Las Vegas, Nevada 89120
(Address of principal executive offices including Zip code)
(800) 833-7110
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered |
Common Stock, $0.001 par value per share
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act. YES o NO þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer, large accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ
As of June 30, 2010, the aggregate market value of the registrants common stock held by
non-affiliates was approximately $580 million.
There were 64,840,468 shares of the registrants common stock issued and outstanding as of the
close of business on March 10, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for its 2011 Annual Meeting of Stockholders
to be held on April 28, 2011 are incorporated by reference into this Annual Report on Form 10-K
in response to Part III, Items 10, 11, 12, 13, and 14. Except as expressly incorporated by
reference, the registrants Proxy Statement shall not be deemed to be a part of this Annual Report
on Form 10-K.
GLOBAL CASH ACCESS HOLDINGS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2010
TABLE OF CONTENTS
2
PART I
CAUTIONARY NOTICE REGARDING
FORWARD-LOOKING STATEMENTS
Global Cash Access Holdings, Inc. is a holding company, the principal asset of which is the
capital stock of Global Cash Access, Inc. (GCA). Unless otherwise indicated, the terms the
Company, we, us and our refer to Global Cash Access Holdings, Inc. together with its
consolidated subsidiaries and the term Holdings refers to Global Cash Access Holdings, Inc.
individually.
We believe that it is important to communicate our plans and expectations about the future
to our stockholders and to the public. Some of the statements we use in this report, and in some
of the documents we incorporate by reference in this report, contain forward-looking statements
concerning our business operations, economic performance and financial condition, including in
particular: our business strategy and means to implement the strategy; the amount of future
results of operations, such as revenue, certain expenses, operating margins, income tax rates,
shares outstanding, capital expenditures, operating metrics, and earnings per share; our success
and our timing in developing and introducing new products or services and expanding our
business; and the successful integration of future acquisitions. You can sometimes identify
forward looking-statements by our use of the words believes, anticipates, expects,
intends, plan, forecast, guidance and similar expressions. For these statements, we
claim the protection of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements regarding the
following matters: trends in gaming establishment and patron usage of our products; benefits
realized by using our products; product development and regulatory approval; gaming regulatory,
card association and statutory compliance; consumer collection activities; future competition;
future tax liabilities; international expansion; resolution of litigation; dividend policy; new
customer contracts and contract renewals; future results of operations (including revenue,
expenses, margins, earnings, cash flow and capital expenditures); future interest rates and
interest expense; future borrowings; and future equity incentive activity and compensation
expense.
These forward-looking statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected or assumed, including but not limited
to the following: the timing and the extent of a recovery in the gaming industry, if any;
gaming establishment and patron preferences; national and international economic conditions;
changes in gaming regulatory, card association and statutory requirements; regulatory and
licensing difficulties; competitive pressures; operational limitations; gaming market
contraction; changes to tax laws; uncertainty of litigation outcomes; interest rate fluctuations;
inaccuracies in underlying operating assumptions; unanticipated expenses or capital needs;
technological obsolescence; and employee turnover. In addition, the forward-looking statements
regarding our future results of operations are based on our assumptions that revenue will be
down in 2011 primarily because of the loss of a significant customer and our belief that the
gaming market in general will be relatively flat to modestly higher and subject to short term
fluctuations over the next year. Our effective income tax rate will be approximately 40% in
2011. If any of these assumptions prove to be incorrect, the results contemplated by the
forward-looking statements regarding our future results of operations are unlikely to be
realized. Additional factors that could cause actual results to differ materially are included
under the heading Risk Factors. These factors include, but are not limited to, those set forth
in Item 1ARisk Factors of this report, those set forth elsewhere in this report and those set
forth in our press releases, reports and other filings made with the United States Securities
and Exchange Commission (SEC). These cautionary statements qualify all of our forward-looking
statements, and you are cautioned not to place undue reliance on these forward-looking
statements.
Our forward-looking statements speak only as of the date they are made and should not be
relied upon as representing our plans and expectations as of any subsequent date. While we may
elect to update or revise forward-looking statements at some time in the future, we specifically
disclaim any obligation to publicly release the results of any revisions to our forward-looking
statements.
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Overview
We are a global provider of innovative cash access and data intelligence services and solutions to
the gaming industry. Our services and solutions provide gaming establishment patrons access to cash
through a variety of methods, including Automated Teller Machine (ATM) cash withdrawals, credit
card cash access transactions, point-of-sale (POS) debit card transactions, check verification
and warranty services and money transfers. In addition, we also provide products and services that
improve credit decision-making, automate cashier operations and enhance patron marketing activities
for gaming establishments.
In 2010, we processed over 102.2 million transactions, which resulted in approximately $21.2
billion in cash being disbursed to gaming patrons. For the year ended December 31, 2010, we
generated revenues of $605.6 million and operating income from continuing operations before income
taxes of $36.3 million. A summary of our financial information is contained in Note 13
Quarterly Results of Operations to our consolidated financial statements.
We began our operations in July 1998 as a joint venture limited liability company among M&C
International, entities affiliated with Bank of America, N.A. (Bank of America) and First Data
Corporation (First Data). In September 2000, Bank of America sold its entire ownership interest
in us to M&C International and First Data. In March 2004, all of our outstanding ownership
interests were contributed to a holding company and all of First Datas ownership interest in us
was redeemed. Simultaneously, Bank of America reacquired an ownership interest in us (the
Recapitalization). In May 2004, M&C International sold a portion of its ownership interest to a
number of private equity investors, including entities affiliated with Summit Partners, and we
converted from a limited liability company to a corporation (the Private Equity Restructuring).
In September 2005, we completed an initial public offering of our common stock. In 2007, M&C
International distributed its holdings of our common stock to its two principals, Karim Maskatiya
and Robert Cucinotta. As of December 31, 2009, we believe both Messrs. Maskatiya and Cucinotta had
disposed of all of their holdings of our common stock.
Our principal executive offices are located at 3525 East Post Road, Suite 120, Las Vegas,
Nevada 89120. Our telephone number is (800) 833-7110. Our Internet web site address is
http://www.gcainc.com. The information on our web site is not part of this Annual Report on Form
10-K or our other filings with the SEC.
Our Business
Our cash access products and services enable three primary types of electronic payment
transactions: ATM cash withdrawals, credit card cash access transactions and POS debit card
transactions. As of December 31, 2010, patrons could complete any of these three transactions at
many of the Casino Cash Plus 3-in-1 ATMs and full service kiosks we operate. In addition, patrons
can complete credit card cash access transactions and POS debit card transactions at any of our
QuikCash kiosks, all of which we own. We also provide check verification and warranty services to
gaming establishments that cash patron checks and provide various marketing services and casino
patron data services to many of our gaming establishment customers. At some of our gaming
establishment customers, we provide satellite cage and booth staffing services at which GCA
employees provide and complete cash access transactions; at all other gaming establishments, our
cash access transactions are completed at the casino cage by the gaming establishments employees
or representatives. In addition we manufacture, sell and service cash access devices such as
jackpot and redemption kiosks to the gaming industry. These devices also may be enabled to provide
our cash access products and services. In general, our contracts with gaming establishments are
exclusive and range in duration from one to three years.
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ATM Cash Withdrawals
ATM cash withdrawal transactions represent the largest category of electronic payment
transactions that we process, as measured by dollar and transaction volume. In an ATM cash
withdrawal, a patron directly accesses funds from a device enabled with our ATM service by either
using an ATM or debit card to withdraw funds from his or her bank account or using a credit card to
access his or her line of credit; in either event, the patron must use the Personal Identification
Number (PIN) associated with such card. Our processor then routes the transaction request through
an electronic funds transfer (EFT) network to the patrons bank or issuer. Depending upon a
number of factors, including the patrons account balance or credit limit and daily withdrawal limit
(which is usually $300 to $500 during a 24-hour period and is determined by the patrons bank or
issuer), the bank or issuer will either authorize or decline the transaction. If the transaction is
authorized, then the ATM-enabled device dispenses the cash to the patron. For a transaction using
an ATM or debit card, the patrons bank account is debited by the amount of cash disbursed plus a
service fee that we assess the patron for the use of the ATM service. For a transaction using a
credit card with a PIN, the patrons credit account is charged by the amount of the cash disbursed
plus a service fee that we assess the patron for the use of the ATM service. The service fee is
currently a fixed dollar amount and not a percentage of the transaction size. In most circumstances
we pay a percentage of the service fee that we receive from the patron as a commission to our
gaming establishment customer for the right to operate on its premises. We also receive a fee,
which we refer to as reverse interchange, from the patrons bank for accommodating the banks
customer.
Credit Card Cash Access and POS Debit Card Transactions
Patrons can also perform credit card cash access transactions and POS debit card transactions
using many of our enabled devices. A patrons credit card cash access limit is usually a sub-limit
of the total credit line and is set by the card-issuing bank. These limits vary significantly and
can be larger or smaller than the POS debit limit. A credit card cash access transaction obligates
the patron to repay the issuing bank over time on terms that are preset by the cardholder
agreement. A patrons POS debit card allows him or her to make cash withdrawals at the point of
sale in an amount equal to the lesser of the amount of funds in his or her account or a daily limit
that is generally five to ten times as large as the patrons daily ATM limit. A POS debit card
transaction immediately reduces the balance in the patrons account.
When a patron requests a credit card cash access or POS debit card transaction, our processor
routes the transaction request through one of the card associations (e.g., VISA USA (together with
VISA International (VISA) or MasterCard International (MasterCard)) or EFT networks (e.g.,
Star, Interlink or Maestro) to the issuing bank. Depending upon several factors, such as the
available credit or bank account balance, the transaction is either authorized or declined by the
issuing bank. If authorized, the patrons bank account is debited or their credit card balance is
increased, in both cases, by an amount equal to the funds requested plus a service fee that we
charge the patron. The service fee is a fixed dollar amount, a percentage of the transaction size
or a combination of a fixed dollar amount and percentage of the transaction size. If the
transaction is authorized, the device informs the patron that the transaction has been approved.
The device instructs the patron to proceed to the gaming establishments cashier or GCA-operated
booth to complete the transaction because credit card cash access and POS debit card transactions
must currently be completed in face-to-face environments and a unique signature must be received in
order to comply with rules of the card associations. Once at the cashier booth, the patron
acknowledges payment of the fee and authorizes the transaction by placing his or her signature on a
negotiable instrument that is issued by us or a third party money provider and made payable to the
gaming establishment in an amount equal to the face amount and receives the face amount in cash.
We issue the majority of the negotiable instruments used in connection with our credit card and
debit card cash access transactions and in some instances we rely upon a third party to issue these
negotiable instruments. In the case of using a third party to issue the negotiable instruments, we
remit the face amount to our negotiable instrument provider and retain the fee. When we issue the
negotiable instrument, we retain the face amount until the negotiable instrument is presented for
payment and always retain the fee. The gaming establishment deposits the negotiable instrument in
its own bank, and after a period of two to three days, the negotiable instrument is presented to
either our financial institution or our third party providers financial institution for
payment. In general, we pay the gaming establishment a portion of the service fee as a commission
for the right to operate on their premises, although this payment as percentage of the fee is
generally smaller for credit card cash access and POS debit card transactions than for ATM
withdrawals. In addition, we are obligated to pay interchange fees to the issuing bank and
processing costs related to the electronic payment transaction.
Check Verification and Warranty Services
Although the usage of checks relative to other forms of payment is declining, patrons still
cash checks at gaming establishments to fund their gaming play. When a patron presents a check at
the cashier, the gaming establishment can accept or deny the transaction based on its own customer
information and at its own risk; obtain third-party verification information about the check writer
and the check to manage its risk; or obtain a warranty on payment of the check which entitles the
gaming establishment to reimbursement of the full face amount of the check if it is dishonored.
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There are a number of check verification services. One such service we provide is through a
subscription service to the database operated by our subsidiary, Central Credit, LLC (Central
Credit) which, as discussed below, is used by gaming establishments to make credit issuing
decisions. Central Credit maintains information on the check cashing history of many gaming
establishment patrons.
If a gaming establishment chooses to have a check warranted, it sends a request to a check
warranty service provider, asking whether it will warrant the check. The gaming establishment then
pays the patron the check amount and deposits the check. If the check is dishonored by the patrons
bank, 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.
We currently provide check warranty services on two platforms: TRS Recovery Services (formerly
known as TeleCheck Recovery Services, Inc.) (TeleCheck) and Central Credit Check Warranty. As
measured by the number of checks warranted, our Central Credit Check Warranty is used by more of
our gaming operator customers than TeleCheck. Under our agreement with TeleCheck, we receive all of
the check warranty revenue and we pay a portion of TeleChecks operating expenses and warranty
expenses. Operating expenses are fixed at a percentage of check warranty revenues. Warranty
expenses are defined as any amounts paid by TeleCheck to gaming establishments to purchase
dishonored checks. Our agreement with TeleCheck further provides that TeleCheck will pay us the
actual collections realized within 120 days after a check is purchased, subject to the obligation
to pay us a guaranteed minimum collection amount of dishonored checks. In our Central Credit Check
Warranty product, we receive all of the warranty revenue and incur all of the warranty risk,
collection responsibility and operating expenses. We use and pay certain third parties to assist us
in the warranty decision and processing and the collection activities.
Central Credit
In addition to the three primary types of payment transactions described above, a number of
gaming establishment patrons choose to access funds through credit extended by the gaming
establishment. Central Credit is a gaming patron credit bureau specifically designed for the gaming
industry to allow gaming establishments to improve their credit-granting decisions. Our Central
Credit database contains gaming patron credit history and transaction data on gaming patrons. Our
gaming credit reports are comprised of information recorded from patron credit histories at
hundreds of gaming establishments. We provide such information to gaming establishments that
subscribe for the service, which use that data, among other things, to determine if or how much
credit they will grant to a gaming patron. At a gaming establishments request, we can augment the
information provided in our gaming credit reports with traditional credit reports or bank ratings
provided by third-party consumer credit bureaus and bank reporting agencies. We typically charge
our customers for access to gaming patron credit reports on a monthly basis and our fees are
generally comprised of a fixed minimum fee plus per-transaction charges for certain requests.
Equipment Sales and Service
On May 5, 2010, we acquired all of the outstanding capital stock of Western Money Systems
(Western Money) for an aggregate purchase price of $15.4 million. Western Money derives
substantially all of its revenue from the sale of cash access devices such as jackpot and
redemption kiosks, which may be enabled with our cash access services, and derives the balance of
its revenue from the provision of certain professional services, software licensing, and certain
other ancillary fees associated with the sale of, installation and operation of those devices.
Other
We also market money transfer services that allow patrons to receive money transfers at gaming
establishments and provide other information services that assist in automating cashier operations
and enhancing patron marketing activities.
Our Products and Services
Our customer solutions consist of cash access products and services, information services and
cashless gaming products.
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Cash Access Products and Services |
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Information Services |
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Cashless Gaming Products |
Casino Cash Plus 3-in-1 ATM |
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Central Credit |
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QuikTicket |
Check verification and warranty |
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QuikCash Plus Web |
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QuikReports |
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QuikMarketing |
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Casino Share Intelligence |
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Cash Access Equipment Sales and Services |
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Cash Access Products and Services
We provide gaming establishments with the ability to enable their patrons to access cash
through a variety of products and services.
Casino Cash Plus 3-in-1 ATM is an unmanned, cash-dispensing machine that offers patrons a
quick way to access cash through ATM cash withdrawals, POS debit card transactions and credit card
cash access transactions directly or using our patented 3-in-1 rollover functionality. Most
financial institutions that issue ATM cards impose daily ATM withdrawal limits of $300 to $500 and
in many instances aggregate and count Friday, Saturday, and Sunday as one day for purposes of
calculating a cardholders daily ATM withdrawal limit. If a patron attempts to access more than
the applicable ATM daily withdrawal limit, the ATM transaction may be declined. Our patented
3-in-1 rollover functionality allows a gaming patron to easily convert an unsuccessful ATM cash
withdrawal transaction into a POS debit card transaction or a credit card cash access transaction.
When a patron is denied a standard ATM transaction, our 3-in-1 rollover functionality
automatically provides the option of obtaining funds via a POS debit card transaction or a credit
card cash access transaction. For authorized ATM transactions, the Casino Cash Plus 3-in-1 ATM
dispenses cash to the patron. For successful POS debit card transactions and credit card cash
access transactions, once the transaction is authorized, the Casino Cash Plus 3-in-1 ATM instructs
the patron to proceed to the casino cashier or GCA-operated booth, where the transaction is
completed by undertaking certain procedures in accordance with the rules of the major card
associations and dispensing cash to the patron. In addition to our own ATMs, we have strategic
alliances with other financial institutions and third parties pursuant to which we have
incorporated our 3-in-1 rollover functionality into our strategic alliance partners ATMs.
Check verification and warranty services allow gaming establishments to manage and reduce risk
on patron checks that they cash. A gaming establishment can query our Central Credit database to
review the check cashing history of a gaming establishment patron before deciding whether to cash
the patrons check. If the gaming establishment desires additional protection against loss, it can
seek a warranty on payment of the check. We have an exclusive relationship with TeleCheck to market
check warranty services to gaming establishments. As an alternative to TeleChecks check warranty
service, we have developed our own Central Credit Check Warranty service that is based upon our
Central Credit database, our proprietary patron transaction database, third-party risk analytics
and actuarial assumptions.
Money transfer services are provided through a contractual relationship with Western Union
Financial Services, Inc. (Western Union). We are the worldwide exclusive marketer to the gaming
industry of Western Unions electronic and paper-based systems for receiving funds transfers at
gaming establishments. Western Union contracts directly with gaming establishments, and we receive
a monthly payment based upon the number of transactions completed.
QuikCash is the brand name of our stand-alone, non-ATM cash advance kiosks. Our QuikCash
kiosks are customer-activated terminals that provide patrons with access to credit card cash access
and POS debit card transactions. Once the transaction is authorized, the patron is instructed to
proceed to the casino cashier or GCA-operated booth, at which certain procedures are undertaken in
accordance with the rules of the major card associations and cash is provided to the patron.
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Cash Access Equipment Sales and Services
We sell and service specialty equipment to gaming establishments that enable their patrons to
efficiently access cash in a self-service environment.
Full Service Kiosk is a multi-function patron kiosk, which may incorporate our 3-in-1
rollover functionality for cash access into a self-service kiosk for slot ticket redemption and
bill breaking services provided by Western Money or other redemption device manufacturers. When a
patron presses the cash out button on a cashless slot machine, the patron receives the value of the
paper slot ticket dispensed from a printer embedded in the slot machine. The ticket can then be
inserted into other slot machines or exchanged for cash at a redemption device. The availability of
our cash access services on these slot ticket redemption devices provides us with additional points
of contact with gaming patrons at locations that are closer to the slot machines than traditional
cash access devices that are typically located on the periphery of the gaming area within the
gaming establishment. These additional points of contact provide gaming patrons with more
opportunities to access their cash with less cashier involvement, thereby creating labor cost
savings for gaming establishments. In addition, by incorporating our cash access services into a
redemption device, we enjoy the benefit of the redemption device manufacturers existing
relationships with gaming establishments and its sales and marketing efforts directed towards
additional gaming establishments.
Information Services
We market our information services to gaming establishments to assist in improving credit
decision-making, automating cashier operations and enhancing patron marketing activities.
Improve Credit Decision-Making
Central Credit is the leading gaming patron credit bureau that allows gaming establishments to
improve their credit-granting decisions. Our Central Credit database contains decades of gaming
patron credit history and transaction data on millions of gaming patrons. Our gaming credit reports
are comprised of information recorded from patron experiences at hundreds of gaming establishments.
We provide such information to gaming establishments, who use that data, for among other things, to
determine if or how much credit they will grant to a patron. To allow gaming establishments to
improve their credit-granting decisions, Central Credit offers a variety of tools, including
underwriting of gaming patron credit requests and gaming credit reports. At a gaming
establishments request, we can augment the information provided in our gaming credit reports with
traditional credit reports or bank ratings obtained from third-party consumer credit bureaus and
bank reporting agencies.
Automated Cashier Operations
QuikCash Plus (QCP) Web is a proprietary browser-based, full service cash access transaction
processing system for gaming establishment cashier operations that runs on a gaming establishments
own computer hardware. Cashiers using QCP Web can process credit card cash access transactions, POS
debit card transactions, check verification and warranty services and money transfer services
online through a single terminal. QCP Web reduces cage operating complexity, improves transaction
times, saves space by eliminating multiple pieces of hardware and reduces training requirements for
cage operators, potentially lowering operating costs for gaming establishments. QCP Web is
delivered as an application service with a customizable user interface that allows gaming
establishments to add additional workstations by simply connecting them to the application server.
In addition, QCP Web can assist gaming establishments in satisfying legal reporting requirements by
providing information that may assist gaming establishments in completing required regulatory
reports such as Currency Transaction Reports (CTRs) and Suspicious Activity Reports (SARs).
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Enhance Patron Marketing
Gaming establishment marketing professionals can use our patron marketing service to develop,
implement and refine their customer loyalty programs. Because we have data on patron cash access
activity across multiple gaming establishments, we are uniquely able to help an operator understand
how much of a patrons cash access activity, in aggregate, is being completed in other gaming
establishments in order to gauge the patrons loyalty to the gaming establishment.
QuikReports is a browser-based reporting tool that provides marketing professionals with
real-time access to, and analysis of, information on patron cash access activity. We provide this
information through a secure Internet connection at user-specified levels of detail ranging from
aggregated summary information to individual cash access transactions. For example, an operator may
use QuikReports to focus its marketing efforts on target patrons by generating a report of the
patrons who accessed the greatest amounts of cash at the operators gaming establishment during a
specified period and comparing the amounts of cash accessed at the operators gaming establishments
with the aggregate amounts of cash accessed at other gaming establishments that are part of our
network. A gaming establishment may also use QuikReports to monitor or analyze the cash access
activities of its patrons to determine peak periods, the relative popularity of various cash access
methods, or the traffic volumes, at particular cash access devices in particular locations.
QuikMarketing/Casino Share Intelligence are database services that allow us to query our
proprietary patron transaction database using criteria supplied by the gaming establishment. This
database can be used for direct marketing, market share analysis and a variety of other patron
promotional uses. Our proprietary patron transaction database includes information that is
captured from transactions we process in which personal information is available; ATM transactions
are not included. Patrons may opt out of having their names included in QuikMarketing mailing
lists.
Cashless Gaming Products
QuikTicket. The gaming industry has been increasingly moving towards cashless gaming as a
more efficient means for gaming operators to manage their slot machine operations. Cashless gaming,
also known as ticket-in-ticket-out (TITO), reduces the amount of cash utilized in slot machines
by dispensing bar-coded tickets instead of cash for jackpots and cash-outs. QuikTicket is a product
that allows an ATM transaction to be completed with a bar coded ticket in lieu of cash. To
capitalize on the movement towards cashless gaming initiatives, we have developed, together with
our strategic partners, products and services that facilitate an efficient means of accessing funds
in a cashless gaming environment and are exploring new potential cashless gaming products and
services. Our cash access services are platform independent and our existing infrastructure has
been designed to be adaptable to new platforms and/or operating
environments. We are currently in the process of
obtaining regulatory and card association approvals for QuikTicket.
Customer Service
We operate a customer service call center from our facility in Las Vegas, Nevada that is
accessible 24 hours a day, 365 days a year. Our customer service representatives assist cashier
personnel and gaming patrons in their use of our products and services. Through our use of
third-party translation services, our customer service representatives can serve gaming
establishment customers and patrons in approximately 150 different languages.
Intellectual Property
We believe that the ability to introduce and respond to technological innovation in the gaming
industry will be an increasingly important qualification for the future success of any provider of
cash access services. Our continued competitiveness will depend on the pace of our product
development; our patent, copyright, trademark and trade secret protection; and our relationships
with customers. Our business development personnel work with gaming establishments, our joint
venture partners, our strategic partners and the suppliers of the financial services upon which our
cash access services rely to design and develop innovative cash access products and services and to
identify potential new solutions for the delivery and distribution of cash in gaming
establishments.
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We rely on a combination of patents, trademarks, copyrights, trade secrets and contractual
restrictions to protect our intellectual property. We have several issued patents and have applied
for patent protection with respect to various products and services and proprietary processes that
are incorporated in our products and services. We also have several registered trademarks relating
to the names of our products and services as well as a registered trademark relating to our name.
Customers
Our customers consist almost entirely of domestic and international gaming establishments. We
have more than 1,100 gaming establishment customers, including:
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traditional land based casinos; |
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riverboats and cruise ships; |
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gaming establishments that operate on Native American land; |
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restaurants and bars with gaming operations; |
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pari-mutual wagering facilities; and |
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card rooms. |
In general, most of our customers procure multiple products and services from us such as cash
access services and other products and services offered by us. In certain limited circumstances,
we provide our products and services to non-gaming establishments such as gas stations and other
retail businesses associated with gaming establishment customers, but the revenue generated from
these operations is not material to our operations and we do not actively market or target
non-gaming establishment customers.
Our five largest customers accounted for approximately 34.6%, 34.4% and 34.2% of our total
revenue in 2010, 2009 and 2008, respectively, and our largest customer, Harrahs Operating Company,
Inc. and its subsidiaries and affiliates (Harrahs) accounted for approximately 13.3%, 14.1% and
16.1% of our total revenue in 2010, 2009 and 2008, respectively. In July 2010, Harrahs announced
its intention not to renew its agreements with us for the provision of cash access services with
the Company, which expired in November 2010. No other single customer accounted for more than 10%
of our total revenue in 2010, 2009 and 2008, respectively.
Sales and Marketing
We sell and market our products and services to gaming establishments primarily through the
use of a direct sales force. The target customers of our direct sales force are gaming
establishments in the United States and in international markets where gaming is conducted. Our
target customers include traditional land-based casinos, riverboats and cruise ships with gaming
operations, gaming establishments operated on Native American lands, pari-mutuel wagering
facilities and card rooms. In 2010, 2009 and 2008 revenues from our operations outside the United
States comprised 1.3%, 1.5% and 2.0%, respectively, of our revenues.
Our sales and marketing efforts are directed by a team of sales executives, each with business
development responsibility for the gaming establishments in those regions. These sales executives
target all levels of gaming establishment personnel, including senior executives, finance
professionals, marketing staff and cashiers, and seek to educate them on the benefits of our cash
access products and services.
The sales executives are supported by field account managers, who provide on-site customer
service to most of our customers. These field account managers reside in the vicinity of the
specific gaming establishments that they support to ensure that they respond to the customer
service needs of those gaming establishments.
We also have joint sales efforts with a number of strategic partners, including independent
sales organizations, which allow us to market our cash access services to gaming establishments
through channels other than our direct sales force.
10
Competition
We compete with other providers of cash access services to the gaming industry. Our principal
competitor in North America is Global Payments, Inc. We also compete with financial institutions,
such as U.S. Bancorp and other regional and local banks that operate ATMs on the premises of gaming
establishments. Some of these other providers and financial institutions have also established
cooperative relationships with each other to expand their service offerings. In markets outside
North America, we encounter competition from banks and other financial service companies
established in those markets.
We face potential competition from gaming establishments that may choose to operate their own
in-house cash access systems rather than outsource to us. In the past, some gaming establishments
have operated their own in-house cash access systems. We believe that almost all gaming
establishments, however, outsource their cash access service to third-party providers because
providing these services is not a core competency of gaming establishment operators, and because
gaming establishment operators are unable to achieve the same scale that can be obtained by
third-party providers that deploy cash access services across multiple gaming establishments.
Recently, we have faced increased competition from smaller competitors who have entered the
market. These are typically independent sales organizations (ISOs) that tend to provide basic
services and aggressive pricing. In addition, we likely will face competition in the future from
gaming equipment manufacturers and system providers. For example, Bally Technologies recently
announced that it has entered into a definitive agreement to acquire a competing cash access
provider who is focused on the gaming industry.
We also face competition from traditional transaction processors that may choose to enter the
gaming patron cash access services market. In addition, we may in the future face potential
competition from new entrants into the market for cash access products and related services. Some
of these potential competitors may have a number of significant advantages over us, including
greater name recognition and marketing power, longer operating histories, pre-existing
relationships with current or potential customers and significantly greater financial, marketing
and other resources and access to capital which allow them to respond more quickly to new or
changing opportunities.
Regulation
Various aspects of our business are subject to gaming regulations and financial services
regulations. Depending on the nature of the noncompliance, our failure to comply with these
regulations may result in the suspension or revocation of any license or registration at issue,
cessation of our service as well as the imposition of civil fines and criminal penalties.
Gaming Regulation
We are subject to a variety of gaming and other regulations in the jurisdictions in which we
operate. As a general matter, we are regulated by gaming commissions or similar authorities at the
state or tribal level, such as the New Jersey Casino Control Commission and New Jersey Division of
Gaming Enforcement. In some jurisdictions, such as Nevada, we are considered a supplier of
associated equipment and could be required by the regulatory authorities, in their discretion, to
file a license application. In such event, any of our officers, directors or beneficial owners of
our securities could be required to apply for a license or a finding of suitability. Most of the
jurisdictions in which we operate distinguish between gaming-related suppliers and vendors, such as
manufacturers of slot machines or other gaming devices, and non-gaming suppliers and vendors, such
as food and beverage purveyors, construction contractors and laundry and linen suppliers. In these
jurisdictions, we are typically characterized as a non-gaming supplier or vendor, and we typically
must obtain a non-gaming suppliers or vendors license, qualification or approval with respect to
the provision of our cash access and Central Credit services. The licensure, qualification and
approval requirements and the regulations imposed on non-gaming suppliers and vendors are generally
less stringent than for gaming-related suppliers and vendors, and as such, we are often subject to
a lesser degree of regulation than our customers that directly engage in gaming activities.
However, some of the jurisdictions in which we do business do not distinguish between
gaming-related and non-gaming related suppliers and vendors, and other jurisdictions categorize our
services and/or products as gaming related, and we are subject to the same stringent licensing,
qualification or approval requirements and regulations that are imposed upon vendors and suppliers
that would be characterized as gaming-related in other jurisdictions. Most state and many tribal
gaming regulators require us to obtain and maintain a permit or license to provide our services to
gaming establishments. The process of obtaining such permits or licenses often involves substantial
disclosure of information about us, our officers, directors and beneficial owners of our
securities, and involves a determination by the regulators as to our suitability as a supplier or
vendor to gaming establishments.
11
As a result of our acquisition of Western Money, we are now required to obtain and maintain a
gaming-related suppliers license in many jurisdictions because Western Money provides
gaming-related devices. We are currently operating under temporary approvals in some of these
jurisdictions. As discussed above, the initial and ongoing licensure requirements imposed on
gaming-related suppliers as compared to non-gaming related vendors or suppliers are, in general,
substantially more burdensome. Such licensure requirements may include, but are not limited to the
following: requiring the licensure or finding of suitability of any of our officers, directors,
key employees or beneficial owners of our securities; the termination or disassociation with such
officer, director, key employee or beneficial owner of our securities that fails to file an
application or to obtain a license or finding of suitability; the submission of detailed financial
and operating reports; the submission of reports of material loans, leases and financing; and, the
regulatory approval of some commercial transactions, such as the transfer or pledge of equity
interests in the Company. These regulatory burdens are imposed upon gaming-related suppliers or
vendors on an ongoing basis and there is no guarantee that we will be successful in obtaining and
maintaining all necessary licenses and permits and to continue to hold other necessary gaming
licenses and permits to conduct our business as currently being conducted by us. In addition, the
expansion of our business, the introduction of new cash access products or services, or changes to
applicable rules and regulations may result in additional regulatory or licensing requirements
being imposed upon us.
Gaming regulatory authorities have broad discretion and can require any beneficial holder of
our securities, regardless of the number of shares of common stock or amount of debt securities
owned, to file an application, be investigated, and be subject to a determination of suitability.
If the beneficial holder of our securities who must be found suitable is a corporation,
partnership, or trust, such entity must submit detailed business and financial information, which
may include information regarding its officers, directors, partners and beneficial owners. Further
disclosure by those officers, directors, partners and beneficial owners may be required. Under some
circumstances and in some jurisdictions, an institutional investor, as defined in the applicable
gaming regulations, that acquires a specified amount of our securities may apply to the regulatory
authority for a waiver of these licensure, qualification or finding of suitability requirements,
provided the institutional investor holds the voting securities for investment purposes only. An
institutional investor will not be deemed to hold voting securities for investment purposes unless
the securities were acquired and are held in the ordinary course of its business.
12
The following table provides an overview of our licensing status in jurisdictions located
within the United States together with the percentage of total U.S.-based revenue derived in
each such jurisdiction (inclusive of revenue derived from Native American gaming establishments):
Table of Geographic Concentration and Licensing Status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaming License Required (3)(4) |
|
Status |
Revenue Percentage (1)(2) |
|
Western |
|
|
|
Western |
|
|
Location ** |
|
2010 * |
|
2009 * |
|
Money |
|
GCA or Holdings |
|
Money |
|
GCA or Holdings |
Arkansas |
|
NM |
|
NM |
|
Yes |
|
Yes |
|
Pending |
|
Granted |
Arizona |
|
5% |
|
5% |
|
Yes |
|
Yes |
|
Granted |
|
Granted |
California |
|
12% |
|
14% |
|
Yes |
|
Yes |
|
Pending |
|
Pending |
Connecticut |
|
5% |
|
5% |
|
Yes |
|
No |
|
Pending |
|
N/A |
Florida |
|
8% |
|
7% |
|
Yes |
|
No |
|
Granted |
|
N/A |
Illinois |
|
3% |
|
3% |
|
Yes |
|
No |
|
Granted |
|
N/A |
Indiana |
|
6% |
|
5% |
|
Yes |
|
Yes |
|
Pending |
|
Granted |
Kansas |
|
NM |
|
NM |
|
Yes |
|
No |
|
Pending |
|
N/A |
Louisiana |
|
3% |
|
3% |
|
Yes |
|
Yes |
|
Pending |
|
Granted |
Maryland |
|
NM |
|
NM |
|
Yes |
|
Yes |
|
Pending |
|
Pending |
Michigan |
|
4% |
|
4% |
|
Yes |
|
Yes |
|
Pending |
|
Granted |
Minnesota |
|
NM |
|
NM |
|
Yes |
|
No |
|
Granted |
|
N/A |
Mississippi |
|
3% |
|
3% |
|
Yes |
|
No |
|
Granted |
|
N/A |
Missouri |
|
3% |
|
3% |
|
Yes |
|
No |
|
Granted |
|
N/A |
Nevada |
|
22% |
|
22% |
|
No |
|
No |
|
N/A |
|
N/A |
New Jersey |
|
5% |
|
5% |
|
Yes |
|
Yes |
|
Pending |
|
Pending |
Oklahoma |
|
4% |
|
4% |
|
No |
|
No |
|
N/A |
|
N/A |
Oregon |
|
NM |
|
NM |
|
Yes |
|
No |
|
Granted |
|
N/A |
Pennsylvania |
|
6% |
|
4% |
|
Yes |
|
Yes |
|
Granted |
|
Pending |
Rhode Island |
|
NM |
|
NM |
|
No |
|
Yes |
|
N/A |
|
Granted |
U.S. Virgin Islands |
|
NM |
|
NM |
|
Yes |
|
Yes |
|
Pending |
|
Granted |
Washington |
|
3% |
|
3% |
|
Yes |
|
No |
|
Granted |
|
N/A |
Wisconsin |
|
NM |
|
NM |
|
Yes |
|
Yes |
|
Granted |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
- NM refers to total revenues as being not material as a percentage of total revenues |
|
** |
|
- The following states individually represent less than 2% of our total revenues for 2010 and 2009, respectively and none of these states require
licensing for either Western Money, GCA or Holdings: Alabama, Colorado, Delaware, Iowa, Idaho, Kansas, Massachusetts, Maine, Montana, North
Carolina, North Dakota, Nebraska, New Hampshire, New Mexico, New York, Ohio, South Carolina, South Dakota, Texas, West Virginia, and Wyoming. |
|
(1) |
|
Percentage of revenue per state is only related to cash advance and ATM revenue generated
from patron fees and surcharges. |
|
(2) |
|
All other represents the aggregation of all jurisdictions in the United States that
individually represent less than 3% of the Companys revenue and in which the Company is not
required to hold a license to operate. |
|
(3) |
|
In certain jurisdictions in which gaming is undertaken by tribal gaming authorities pursuant
to contracts between such tribal gaming authority and the federal and state governments, the
Company may be required to obtain a license, approval or waiver from such tribal gaming
authority in order to provide services to such tribal casino. The regulations governing such
licensure, approval or waiver are distinct and separate from any licensure, approval or waiver
that may be required by any state authority. |
|
(4) |
|
In certain jurisdictions, the applicable gaming regulations provide that entities which meet
certain qualifications are exempt from obtaining otherwise required licensure. Such
qualifications include, but are not limited to, such entity being currently licensed in
another enumerated jurisdiction or the shares of stock of such entity being publicly traded on a
recognized exchange. |
13
Financial Services Regulation
Anti-Money Laundering. The USA PATRIOT Act of 2001 and its implementing federal regulations
require us to establish and maintain an anti-money laundering program. Our anti-money laundering
program includes: internal policies, procedures, and controls designated to identify and report
money laundering; a designated compliance officer; an ongoing employee training program; and an
independent audit function to test the program.
In addition, the cash access services that we provide are subject to recordkeeping and
reporting obligations under the Bank Secrecy Act. Our gaming establishment customers and we are
required to file a SAR with the U.S. Treasury Departments Financial Crimes Enforcement Network to
report any suspicious transactions relevant to a possible violation of law or regulation. To be
reportable, such a transaction must meet criteria that are designed to identify the hiding or
disguising of funds derived from illegal activities. Our gaming establishment customers, in
situations where our cash access services are provided through gaming establishment cashier
personnel, and we, in situations where we provide our cash access services directly to patrons
through satellite cages or booths that we staff and operate, are required to file a CTR of each
deposit, withdrawal, exchange of currency or other payment or transfer by, through, or to us which
involves a transaction in currency of more than $10,000 in a single day. Our QCP Web product can
assist in identifying transactions that give rise to reporting obligations. When we issue or sell
drafts for currency in amounts between $3,000 and $10,000, we maintain a record of information
about the purchaser, such as the purchasers address, Social Security Number and date of birth.
Following the events of September 11, 2001, the United States and other governments have
imposed and are considering a variety of new regulations focused on the detection and prevention of
money laundering and money transmitting to or from terrorists and other criminals. Compliance with
these new regulations may impact our business operations or increase our costs.
Fund Transfers. Our POS debit card transactions and ATM services are subject to the Electronic
Fund Transfer Act, which provides cardholders with rights with respect to electronic fund
transfers, including the right to dispute unauthorized charges, charges that list the wrong date or
amount, charges for goods and services that are not accepted or delivered as agreed, math errors
and charges for which a cardholder asks for an explanation or written proof of transaction along
with a claimed error or request for clarification. We believe we have implemented the necessary
policies and procedures in order to comply with the regulatory requirements for fund transfers.
Money Transmitter. Most states require a money transmitter license in order to issue the
negotiable instruments that are used to complete credit card cash access and POS debit card
transactions. We are currently licensed as a money transmitter in a substantial majority of
jurisdictions where we provide credit card and POS debit card cash access services. In those
jurisdictions where we have not yet obtained a money transmitter license, we have entered into an
arrangement with a third party to enable us to provide these negotiable instruments in connection
with the provision of cash access services.
Credit Reporting. Our Central Credit gaming patron credit bureau services and check
verification and warranty services are subject to the Fair Credit Reporting Act and the Fair and
Accurate Credit Transactions Act of 2003 and their implementing rules, which require consumer
credit bureaus, such as Central Credit, to provide credit report information to businesses only for
certain purposes and to otherwise safeguard credit report information; to disclose to consumers
their credit report on request; and to permit consumers to dispute and correct inaccurate or
incomplete information in their credit report. These laws and rules also govern the information
that may be contained in a consumer credit report. We continue to implement policies and procedures
as well as adapt our business practices in order to comply with these laws and regulations. In
addition to federal regulation, our Central Credit gaming patron credit bureau services are subject
to the state credit reporting regulations that impose similar requirements to the Fair Credit
Reporting Act and the Fair and Accurate Credit Transactions Act of 2003. Our credit granting
programs such as QuikCredit also are subject to federal and state credit reporting laws and rules,
requiring, among other things, that we notify consumers when we deny credit based on credit report
information.
Debt Collection. We currently outsource most of our debt collection efforts to third parties,
however, in some circumstances, we engage in debt collection to collect on our dishonored checks
purchased by Central Credit pursuant to our check warranty services, returns from customer payments
on their account with the Arriva Card, chargebacks on our cash advance products and unpaid balances
for services performed for our check services and Central Credit services. All such collection
practices may be subject to the Fair Debt Collections Practices Act, which prohibits unfair,
deceptive or abusive debt collection practices, as well as consumer-debt-collection laws and
regulation adopted by the various states.
14
Privacy Regulations. Our collection of information from patrons who use our financial products
and services, such as our cash access services, are subject to the financial information privacy
protection provisions of the Gramm-Leach-Bliley Act and its implementing federal regulations. We
gather, as permitted by law, non-public, personally-identifiable financial information from patrons
who use our cash access services, such as names, addresses, telephone numbers, bank and credit card
account numbers and transaction information. The Gramm-Leach-Bliley Act requires us to safeguard
and protect the privacy of such non-public personal information. Also, the Gramm-Leach-Bliley Act
requires us to make disclosures to patrons regarding our privacy and information sharing policies
and give patrons the opportunity to direct us not to disclose information about them to
unaffiliated third parties in certain situations. In this regard, we provide patrons with a privacy
notice, an opportunity to review our privacy policy, and an opportunity to opt out of specified
types of disclosures. In addition to the federal Gramm-Leach-Bliley Act privacy regulations we are
subject to state privacy regulations. Some state privacy regulations impose more stringent
limitations on access and use of personal information. We continue to implement policies and
programs as well as adapt our business practices in order to comply with federal and state privacy
laws and regulations.
ATM Operations. Our ATM services are subject to applicable state banking regulations in each
jurisdiction in which we operate ATMs. These regulations require, among other things, that we
register with the state banking regulators as an operator of ATMs, that we provide gaming patrons
with notices of the transaction fees assessed upon use of our ATMs, that our transaction fees do
not exceed designated maximums, that we offer gaming patrons a means of resolving disputes with us,
and that we comply with prescribed safety and security requirements.
Check Cashing. In jurisdictions in which we serve as a check casher or agree to defer deposit
of gaming patrons checks under our QuikCredit services, we are subject to the state licensing
requirements and regulations governing check cashing activities. Generally, these regulations
require us to obtain a license from the states banking regulators to operate as a check casher.
Some states also impose restrictions on this activity such as restrictions on the amounts of
service fees that may be imposed on the cashing of certain types of checks, requirements as to
records that must be kept with respect to dishonored checks, and requirements as to the contents of
receipts that must be delivered to gaming patrons at the time a check is cashed.
Lending. We currently operate our QuikCredit service at one of our customer locations in
Florida. QuikCredit is a service where a patron writes a check payable to a gaming establishment
that deposits this check under deferred presentment terms. In other states in which we are deemed
to operate as a short-term consumer or payday lender in the event we offer our QuikCredit services
in such jurisdiction, we will be subject to the various state regulations governing the terms of
the loans. Typically, the state regulations limit the amount that a lender or service provider may
lend or provide and, in some cases, the number of loans or transactions that a lender or service
provider may make to any customer at one time, restrict the amount of finance or service charges or
fees that the lender or service provider may assess in connection with any loan or transaction. The
lender or service provider must also comply with various consumer disclosure requirements, which
are typically similar or equivalent to the Federal Truth in Lending Act and corresponding federal
regulations, in connection with the loans or transactions.
Network and Card Association Regulation. In addition to the governmental regulation described
above, some of our services are also subject to rules promulgated by various payment networks, EFT
networks and card associations. For example, we must comply with the Payment Card Industry (PCI)
Data Security Standard. Since June 30, 2006 we have been designated as a compliant service provider
under the PCI Data Security Standard. We must be certified to maintain our status as a compliant
service provider on an annual basis.
Other Regulation
When contracting with gaming establishments that are owned or operated by Native American
tribes, we become subject to tribal laws and regulations that may differ materially from the
non-tribal laws and regulations under which we generally operate. In addition to tribal gaming laws
and regulations that may require us to provide disclosures or obtain licenses or permits to conduct
our business on tribal lands, we may also become subject to tribal laws or regulations that govern
our contracts. These tribal governing laws and regulations may not provide us with processes,
procedures and remedies that enable us to enforce our rights as effectively and advantageously as
the processes, procedures and remedies that would be afforded to us under non-tribal laws, or to
enforce our rights at all, and may expose us to an increased risk of contract repudiation as
compared to that inherent in dealing with non-tribal customers. Many tribal laws permit redress to
a tribal adjudicatory body to resolve disputes; however, such redress is largely untested in our
experience. We may be precluded from enforcing our rights against a tribal body under the legal
doctrine of sovereign immunity.
15
We are also subject to a variety of gaming regulations and other laws in the international
markets in which we operate. We expect to become subject to additional gaming regulations and other
laws in the jurisdictions into which we expand our operations. Our expansion into new markets is
dependent upon our ability to comply with the regulatory regimes adopted by such jurisdictions. For
example, our entry into Macau was subject to receipt of approvals, licenses or waivers by or from
the Monetary Authority of Macau, the Macau Gaming Commission and the Macau Gaming Inspection and
Coordination Bureau. Difficulties in obtaining approvals, licenses or waivers from the monetary and
gaming authorities, in addition to other potential regulatory and quasi-regulatory issues that we
have not yet ascertained, may arise in other international jurisdictions into which we wish to
enter.
As we develop new services and new products, we may become subject to additional federal and
state regulations. For example, in the event that we form or acquire a bank or industrial loan
company, we would become subject to a number of additional banking and financial institution
regulations, which may include the Bank Holding Company Act. These additional regulations could
substantially restrict the nature of the business in which we may engage and the nature of the
businesses in which we may invest.
Employees
As of December 31, 2010, we had 419 employees. We are not subject to any collective bargaining
agreements and have never been subject to a work stoppage. We believe that we have maintained good
relationships with our employees.
Available Information
Our Internet address is http://www.gcainc.com. We make available free of charge in the
Investor Relations portion of our website under SEC Filings our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon
as reasonably practicable after we electronically file or furnish such materials to the SEC. The
SEC maintains an Internet site that contains reports, proxy and information statements and other
information regarding our filings at http://www.sec.gov.
Risks Related to Our Business
Our business is dependent upon consumer demand for gaming and current economic trends specific
to the gaming industry and the cash access industry continue to remain uncertain.
Our customers consist almost entirely of casinos and other gaming establishments. As a
result, our business is dependent upon consumer demand for gaming. Gaming is a discretionary
leisure activity and the gaming industry in general has contracted during 2010 and 2009 as a result
of the decreased consumer demand and spending relating to gaming activities and services. This
decrease in consumer demand for gaming services and activities has resulted in a contraction in our
revenue measured on a same store basis for 2010 and 2009 as compared
to 2009 and 2008,
respectively.
In addition, the quantity and dollar amount of credit card cash access transactions performed
by patrons has declined in 2010 and 2009, and we believe this trend is primarily attributable to
patrons reduced access to credit as well as patrons attempts to manage their overall spending
patterns. Patrons also are performing a higher percentage of ATM transactions as compared to
credit card cash access transactions. These trends have had an adverse impact on our results of
operation for 2010 and 2009 because we charge higher fees for credit card cash access transactions
than ATM transactions.
We expect consumer demand for gaming activity to continue to be relatively flat to modestly
higher and subject to short term market fluctuations over the next year. Any prolonged downturn in
demand for gaming activity and the patrons desire for performing credit card cash access
transactions may have a material adverse effect on our business.
16
If we are unable to maintain our current customers on terms that are favorable to us, our
business, financial condition and operating results may suffer a material adverse effect.
We enter into contracts with our gaming establishment customers to provide our cash access
products and related services. Our contracts typically have a term ranging from one to three years
in duration, but some are terminable upon 30 days advance notice or are terminable by our gaming
establishment customers in the event that we fail to satisfy specific covenants set forth in the
contracts, including gaming regulatory compliance covenants. We are typically required to
renegotiate the terms of our customer contracts upon their expiration, and in some circumstances we
may be forced to modify the terms of our contracts before they expire. When we have successfully
renewed these contracts, these negotiations have in the past resulted in, and in the future may
result in, financial and other terms that are less favorable to us than the terms of the expired
contracts. In particular, we are often required to pay a higher commission rate to a gaming
establishment than we previously paid in order to renew the relationship. Assuming constant
transaction volume, increases in commissions or other incentives paid to gaming establishments
would negatively impact our operating results. We may not succeed in renewing these contracts when
they expire, which would result in a complete loss of revenue from that customer, either for an
extended period of time or forever. If we are required to pay higher commission rates or agree to
other less favorable terms to retain our customers or we are not able to renew our relationships
with our customers upon the expiration of our contracts, our business, financial condition and
operating results would be harmed.
Competition in the market for cash access services is intense, which could result in higher
commissions or loss of customers to our competitors.
The market for cash access products and related services is intensely competitive and we
expect competition to increase and intensify in the future. We compete with other providers of cash
access products and services, such as Global Payments, Inc. We compete with financial institutions
such as U.S. Bancorp and other regional and local banks that operate ATMs on the premises of gaming
establishments. In markets outside North America, we encounter competition from banks and other
financial service companies established in those markets. We also face competition from gaming
establishments that choose to operate cash access systems on their own behalf rather than outsource
to us. We face competition from traditional transaction processors that may choose to enter the
gaming patron cash services market. In addition, we may in the future face potential competition
from new entrants into the market for cash access products and related services, such as banks.
Some of our competitors and potential competitors have significant advantages over us, including
greater name recognition, longer operating histories, pre-existing relationships with current or
potential customers including pre-existing relationships relating to other financial services,
significantly greater financial, marketing, technological and other resources and more ready access
to capital which allow them to respond more quickly to new or changing opportunities.
Recently, we have faced increased competition from smaller companies who have entered the
market. These are typically ISO type organizations that tend to provide basic services and
aggressive pricing. In addition, we likely will face competition in the future from gaming
equipment manufacturers and system providers. For example, Bally Technologies, Inc. recently
announced that it has entered into a definitive agreement to acquire a competing cash access
provider who is focused on the gaming industry.
Other providers of cash access products and services to gaming establishments have in the past
increased, and may in the future continue to increase, the commissions or other incentives they pay
to gaming establishments in order to win those gaming establishments as customers and to gain market share. To the extent
that competitive pressures force us to increase commissions or other incentives to establish or
maintain relationships with gaming establishments, our business and operating results could be
adversely affected.
17
Because of significant concentration among our top customers, the loss of a top customer could
have a material adverse effect on our revenues and profitability.
For the years ended December 31, 2010, 2009 and 2008, our five largest customers accounted for
approximately 34.6%, 34.4% and 34.2% of our revenues, respectively. Harrahs was our largest
customer for the years ended December 31, 2010, 2009 and 2008 and accounted for 13.3%, 14.1% and
16.1%, respectively, of our revenues. In July, 2010, Harrahs announced its intention not to renew
its agreements for the provision of ATM, POS debit and credit card cash access services with the
Company, which expired in November 2010. The loss of, or a substantial decrease in revenues from,
any one of our top customers could have a material adverse effect on our business and operating
results.
As our contracts are often executed by one corporation for the provision of services at
multiple gaming establishments, the loss of a single contract often results in the loss of multiple
gaming establishments. Consolidation among operators of gaming establishments may also result in
the loss of a top customer to the extent that customers of ours are acquired by our competitors
customers.
Our indebtedness could materially adversely affect our operations and financial results and
prevent us from obtaining additional financing, if necessary.
As of December 31, 2010, we had total indebtedness of $208.8 million in principal amount (of
which $127.8 million consisted of senior subordinated notes and $81.0 million consisted of senior
secured debt). On March 1, 2011, we entered into a new $245 million senior secured credit facility,
consisting of a $210.0 million term loan and a $35.0 million revolving credit facility (the New
Senior Credit Facility). We used the proceeds from the New Senior Credit Facility to repay all
outstanding indebtedness under our existing senior secured credit facility and to defease our
senior subordinated notes. Our substantial indebtedness could have important consequences. For
example, it:
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increases our vulnerability to general adverse economic and industry
conditions; |
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requires us to dedicate a substantial portion of our cash flow from operations
to payments on our indebtedness, which would reduce the availability of our cash flow to
fund working capital expenditures, expansion efforts and other general corporate purposes; |
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limits our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate; |
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restricts our ability to pay dividends or repurchase our common stock; |
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places us at a competitive disadvantage compared to our competitors that have
less debt; |
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restricts our ability to acquire businesses or technologies that would benefit
our business; |
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restricts our ability to engage in transactions with affiliates or creates
liens or guarantees; and |
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limits, along with the financial and other restrictive covenants in our other
indebtedness, among other things, our ability to borrow additional funds. |
In addition, the New Senior Credit Facility contains restrictive and financial covenants that
may limit our ability to engage in activities that we may believe to be in our long-term best
interests. Specifically, the New Senior Credit Facility contains affirmative and negative
covenants customary for financings of this type, including, among other things, limits on the
creation of liens, limits on the incurrence of indebtedness, restrictions on investments,
acquisitions and dispositions, and the payment of dividends and other restricted payments. In
addition, the New Senior Credit Facility contains financial covenants requiring us to have a
maximum leverage ratio and a minimum interest coverage ratio which are discussed in more detail in
the section entitled Borrowings under the New Senior Credit Facility in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations. Our failure to comply
with these covenants could result in an event of default, which if not cured or waived, could
result in the acceleration of all of our debt under the New Senior Credit Facility.
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To service our indebtedness we will require a significant amount of cash, and our ability to
generate cash flow depends on many factors beyond our control.
Our ability to generate cash flow from operations depends on general economic, financial,
competitive, legislative, regulatory and other factors that are beyond our control. Due to these
factors, it is possible that our business will not generate sufficient cash flow from operations to
enable us to pay our indebtedness as it matures and to fund our other liquidity needs. This would
cause us to have to borrow money to meet these needs and future borrowing may not be available to
us at all or in an amount sufficient to satisfy these needs. In such events, we will need to
refinance all or a portion of our indebtedness on or before maturity. We may not be able to
refinance any of our indebtedness on commercially reasonable terms or at all. We could have to
adopt one or more alternatives, such as reducing or delaying planned expenses and capital
expenditures, selling assets, restructuring debt or obtaining additional equity or debt financing
or joint venture partners. We may not be able to effect any of these financing strategies on
satisfactory terms, if at all. Our failure to generate sufficient cash flow to satisfy our debt
obligations or to refinance our obligations on commercially reasonable terms would have a material
adverse effect on our business and our ability to satisfy our obligations with respect to our
indebtedness.
The terms of our New Senior Credit Facility requires us to dedicate a substantial portion of
our cash flow from operations to payments on our indebtedness, which will reduce the availability
of our cash flow to fund working capital, capital expenditures, expansion efforts and other general
corporate purposes.
We may encounter difficulties managing our growth, including growth through acquisitions or
strategic investments, or the change of any of our providers, which could adversely affect our
operating results.
Growth, including growth through acquisitions or strategic investments, or the change of any
of our service providers, involve various risks, such as:
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difficulty integrating the technologies, operations and personnel from the
acquired business or a new service provider; |
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overestimation of potential synergies or a delay in realizing those synergies; |
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disruption to our ongoing business, including the diversion of managements
attention and of resources from our principal business; |
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inability to obtain the desired financial and strategic benefits from the
acquisition or investment; |
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reduced ability to control maintenance schedules, system availability,
functionality or customer service levels of a new service provider; |
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loss of customers of an acquired business; |
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assumption of unanticipated liabilities; |
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loss of key employees of an acquired business; and |
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entering into new markets in which we have limited prior experience. |
Acquisitions and strategic investments could also result in substantial cash expenditures, the
dilutive issuance of our equity securities, the incurrence of additional debt and contingent
liabilities, and amortization expenses related to other intangible assets that could adversely
affect our business, operating results and financial condition. Acquisitions and strategic
investments may also be highly dependent upon the retention and performance of existing management
and employees of acquired businesses for the day-to-day management and future operating results of
these businesses. Our ability to consummate acquisitions may be impaired by a number of factors,
including decreases in the trading price of our common stock, our inability to comply with
covenants relating to our existing debt or our inability to incur additional debt that is required
to consummate acquisitions or finance the post closing operation of acquired businesses.
Changes in interchange rates and other fees may affect our cost of revenues (exclusive of
depreciation and amortization) and net income.
We pay credit card associations fees for services they provide in settling transactions routed
through their networks that we collectively call interchange fees. In addition, we pay fees to
participate in various ATM or POS debit card networks as well as processing fees to process our
transactions. The amounts of these interchange fees are
determined by the card associations and networks in their sole discretion, and are subject to
increase at any time. Although certain of our contracts enable us to pass through increases in
interchange or processing fees to our customers, competitive pressures might prevent us from
passing all or some of these fees through to our customers in the future. To the extent that we are
unable to pass through to our customers all or any portion of any increase in interchange or
processing fees, our cost of revenues (exclusive of depreciation and amortization) would increase
and our net income would decrease, assuming no change in transaction volumes. Any such decrease in
net income could have a material adverse effect on our financial condition and operating results.
Additionally, the transformation of the ownership structure of VISA and MasterCard from private
associations of issuing banks to publicly traded corporations may negatively impact the manner in
which these card associations manage and determine interchange rates. This could have a material
adverse effect on our business and operating results.
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We receive fees from the issuers of ATM cards that are used in our ATMs, which we call reverse
interchange fees. The amounts of these reverse interchange fees are determined by electronic funds
transfer networks, and are subject to decrease in their discretion at any time. Our contracts with
gaming operators in some instances do not enable us to pass through to our customers the amount of
any decrease in reverse interchange fees. To the extent that reverse interchange fees are reduced,
our net income would decrease, assuming no change in transaction volumes, which may result in a
material adverse effect on our operating results.
A material increase in market interest rates could adversely affect our business.
We currently rely upon Wells Fargo Bank,
N.A. (Wells Fargo)
to supply us with cash for substantially all of
our ATMs and for a majority of 2010, we relied upon Bank of America to supply us with our vault
cash requirements. We are obligated to pay a monthly cash usage equal to the average daily balance
of funds realized multiplied by the one-month LIBOR plus a mutually agreed upon margin. Assuming
no change in the amount of cash used to supply our ATMs, an increase in LIBOR will result in an
increase in the monthly fee that we must pay to obtain this supply of cash, thereby increasing our
ATM operating costs. Any increase in the amount of cash required to supply our ATMs would magnify
the impact of an increase in LIBOR and our business could be adversely affected. For the years
ended December 31, 2010 and 2009, we incurred approximately $1.8 million and $2.1 million,
respectively, in aggregate fees to for this supply of cash.
As of March 11, 2011, all of our indebtedness under our New Senior Credit Facility was at a variable interest rate
tied to LIBOR. Any material increases to LIBOR could adversely effect our business. Under the New
Senior Credit Facility, we are required to hedge 50% of the then outstanding indebtedness under the
term loan facility of the New Senior Credit Facility by January 5, 2012.
An unexpectedly high level of chargebacks, as the result of fraud or otherwise, could
adversely affect our cash access business.
When patrons use our cash access services, we either dispense cash or produce a negotiable
instrument that can be exchanged for cash. If a completed cash access transaction is subsequently
disputed, and if we are unsuccessful in establishing the validity of the transaction, we may not be
able to collect payment for such transaction and such transaction becomes a chargeback. In the
event that we incur chargebacks in excess of specified levels, we could lose our sponsorship into
the card associations. In addition, in the event that we incur chargebacks in excess of specified
levels, we could be censured by the card associations by way of fines or otherwise.
In certain foreign regions in which we currently operate or may operate in the future, new
card security features, such as the chip-and-pin feature, have been developed as a fraud deterrent.
We must upgrade our devices in certain international jurisdictions to accept these new
technologies. Until we comply with these security features, we will bear the chargeback risk on
transactions completed without the use of these new technologies or may not be able to operate in
such jurisdiction at all.
An unexpected increase in check warranty expenses could adversely affect our check warranty
business.
We currently rely on TeleCheck to provide check warranty services to many of our customers.
When a gaming establishment obtains an authorization from TeleCheck pursuant to its check warranty
service, TeleCheck warrants payment on the patrons check. If the patrons check is subsequently
dishonored upon presentment for payment, TeleCheck purchases the dishonored check from the gaming
establishment for its face amount. Pursuant to the terms
of our contract with TeleCheck, we share a portion of the loss associated with these
dishonored checks. Although this contract limits the loss percentage of the dishonored checks to
which we are exposed, there is no limit on the aggregate dollar amount to which we are exposed,
which is a function of the face amount of checks warranted. TeleCheck manages and mitigates these
dishonored checks through the use of risk analytics and collection efforts, including the
additional fees that it is entitled to collect from check writers of dishonored checks. During the
years ended December 31, 2010 and 2009, our warranty expenses with respect to TeleChecks check
warranty service were $3.2 million and $4.1 million, respectively. We have limited control over
TeleChecks decision to warrant payment on a particular check, and we have limited visibility into
TeleChecks collection activities. As a result, we may incur an unexpectedly high level of check
warranty expenses at any time.
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As an alternative to TeleChecks check warranty service, we have developed our own Central
Credit Check Warranty service that is based upon our own proprietary information, data from
third-party databases, and third-party risk analytics. If these risk analytics are ineffective, we
may incur an unexpectedly high level of check warranty.
The provision of our credit card access and ATM services are dependent upon our continued
sponsorship into the VISA and MasterCard card associations, and the suspension or termination of
our sponsorship would result in a material adverse effect on our business.
We process virtually all of our credit card cash access and ATM service transactions through
the VISA and MasterCard card associations both domestically and internationally, and virtually all
of the revenue that we derive from our credit card cash access and ATM services is dependent upon
our continued sponsorship into the VISA and MasterCard associations. We cannot provide these
services without sponsorship into the VISA and MasterCard associations by a member financial
institution. Our failure to maintain our current sponsorship arrangements or secure alternative
sponsorship arrangements into the VISA and MasterCard associations would have a material adverse
effect on our business.
We are subject to extensive rules and regulations of card associations, including MasterCard,
VISA, and electronic payment networks that are always subject to change, which may harm our
business.
A substantial portion of our revenues during the period covered by this report were derived
from transactions subject to the extensive rules and regulations of the leading card associations,
VISA, and MasterCard. The rules and regulations do not expressly address some of the contexts and
settings in which we process cash access transactions, or do so in a manner subject to varying
interpretations. As an example, we and certain of our providers must comply with the PCI Data
Security Standard. The failure by any of such providers to comply with such standards could result
in our being fined or being prohibited from processing transactions through MasterCard, VISA and
other card and payment networks.
The card associations and payment networks rules and regulations are always subject to
change, and the card associations or payment networks may modify their rules and regulations from
time to time. Our inability to anticipate changes in rules, regulations or the interpretation or
application thereof may result in substantial disruption to our business. In the event that the
card associations, payment networks or our sponsoring banks determine that the manner in which we
process certain types of card transactions is not in compliance with existing rules and
regulations, or if the card associations or payment networks adopt new rules or regulations that
prohibit or restrict the manner in which we process certain types of card transactions, we may be
forced to pay a fine, modify the manner in which we operate our business or stop processing certain
types of cash access transactions altogether, any of which could have a material negative impact on
our business and operating results.
We also process transactions involving the use of the proprietary credit cards such as those
offered by Discover Card and American Express as well as other regional cards issued in certain
international markets. The rules and regulations of the proprietary credit card networks that
service these cards present risks to us that are similar to those posed by the rules and
regulations of VISA and MasterCard and payment networks.
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Our products and services are complex, depend on a myriad of complex networks and technologies
and may be subject to software or hardware errors or failures and security breaches that could lead
to an increase in our costs, a reduction of our revenues or damage to our reputation.
Our products and services, and the networks and third-party services upon which our products
and services are based, are complex and may contain undetected errors, which may cause us to suffer
unexpected failures and security breaches. We are exposed to the risk of failure or security
breaches of the computer systems that are owned, operated and managed by TSYS Acquiring Solutions,
LLC (TSYS) and other third party service providers, which we do not control. TSYS owns the data
centers through which most of our transactions are processed, and we rely on TSYS to maintain the
security and integrity of our transaction data, including confidential consumer data. In addition,
we are exposed to the risk of failure and security breaches of our proprietary computer systems,
many of which are deployed, operated, monitored and supported by Infonox on the Web (Infonox),
which is a wholly owned subsidiary of TSYS. We rely on Infonox to detect and respond to errors and
failures in our proprietary computer systems. We also rely on several other third party vendors for
software development and system support of the self-service slot ticket and player point redemption
kiosks that incorporate our cash access services. We also are exposed to the risk of failure of
card association and electronic funds transfer networks that are used to process and settle our
transactions. These networks, which are owned and operated by others, are subject to planned and
unplanned outages and may suffer degradations in performance during peak processing times. Finally,
we are subject to the risk of disruption to, or failure of, the telecommunications infrastructure
upon which the interfaces among these systems are based. All of these systems and networks, upon
which we rely to provide our services, are potentially vulnerable to computer viruses, physical or
electronic security breaches, natural disasters and similar disruptions, which could lead to
interruptions, delays, loss of data, public release of confidential data or the inability to
complete patron transactions.
Because of our dependence on a few providers, or in some cases one provider, for some of the
financial services we offer to patrons, the loss of a provider of such services or the degradation
of such services could have a material adverse effect on our business or our financial performance.
We depend on a few providers, or in some cases one provider, for some of the financial
services that we offer to patrons. The loss of any of these providers or the failure of such
providers to provide these services could have a material adverse effect on our business and
financial performance.
Negotiable Instruments. We are currently licensed as a money transmitter in a substantial
majority of jurisdictions where we provide credit card and POS debit card cash access services. In
those jurisdictions where we have not yet obtained a money transmitter license, we have entered
into an arrangement with a third party to enable us to provide these negotiable instruments in
connection with the provision of cash access services. If our arrangement with this financial
institution is terminated and we are unable to either become licensed or to find a replacement
provider, we may be unable to provide our credit card cash access and POS debit card transactions,
which would have a material adverse effect on our business and financial performance.
Check Warranty Services. We rely on TeleCheck to provide many of the check warranty services
that our gaming establishment customers contract with us to use when cashing patron checks.
Authorizations and Settlement. We rely on TSYS to provide processing services by obtaining
authorizations for credit card cash access transactions, POS debit card transactions, ATM cash
withdrawal transactions and to provide settlement transaction files to card associations for some
of these transactions. In addition, TSYS may in some cases be dependent upon a single access point
to connect to the various transaction processing networks.
Software Development and System Support. We rely on Infonox, TSYS and other third party
vendors for software development and system support.
Card Association and Network Sponsorship. We rely on third party financial institutions in
both domestic and foreign markets for sponsorship into the VISA, MasterCard and other card
associations and electronic payment networks for domestic and foreign transactions. Our sponsorship
agreements allow our sponsor bank to terminate our sponsorship agreement in certain situations such
as if we fail to comply with various card association rules and regulations.
ATM Cash Supply. We have entered into a Contract Cash Solutions Agreement with Wells Fargo
to provide cash for substantially all of our ATMs. This agreement calls for up to $400
million in available cash with the ability to obtain an additional $50.0 million in certain
circumstances. The agreement expires in November 2013. If our business demand for cash exceeds
this limit or we default or cannot renew this limit we may have an inadequate supply of cash for
our ATMs.
Product Development. We rely on our joint venture partner and strategic partners for some of
our product development. These activities have risks resulting from unproven combinations of
disparate products and services, reduced flexibility in making design changes in response to market
changes, reduced control over product completion schedules and the risk of disputes with our joint
venture partners and strategic partners.
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If we are unable to protect our intellectual property adequately, we may lose a valuable
competitive advantage or be forced to incur costly litigation to protect our rights.
Our success depends on developing and protecting our intellectual property. We have entered
into license agreements with other parties for intellectual property that is critical to our
business. We rely on the terms of these license agreements, as well as copyright, patent, trademark
and trade secret laws to protect our intellectual property. We also rely on other confidentiality
and contractual agreements and arrangements with our employees, affiliates, business partners and
customers to establish and protect our intellectual property and similar proprietary rights.
We have also entered into license agreements with other parties for the exclusive use of their
technology and intellectual property rights in the gaming industry, such as our license to use
portions of the software infrastructure upon which our systems operate from Infonox. We rely on
these other parties to maintain and protect this technology and the related intellectual property
rights. If our licensors fail to protect their intellectual property rights in material that we
license and we are unable to protect such intellectual property rights, the value of our licenses
may diminish significantly and our business could be significantly harmed.
We may have to rely on costly litigation to enforce our intellectual property rights and
contractual rights. By pursuing this type of litigation, we become exposed to the risk of
counterclaims and the risk that defendants will attempt to invalidate our right to the subject
intellectual property or otherwise limit its scope.
In addition, we may face claims of infringement that could interfere with our ability to use
technology or other intellectual property rights that are material to our business operations. In
the event a claim of infringement against us is successful, we may be required to pay royalties to
use technology or other intellectual property rights that we had been using or we may be required
to enter into a license agreement and pay license fees, or we may be required to stop using the
technology or other intellectual property rights that we had been using. We may be unable to obtain
necessary licenses from third parties at a reasonable cost or within a reasonable time. Any
litigation of this type, whether successful or unsuccessful, could result in substantial costs to
us and diversions of our resources.
Our business depends on our ability to introduce new, commercially viable products and
services in a timely manner.
Our product development efforts are based upon a number of complex assumptions, including
assumptions relating to gaming patron habits, changes in the popularity and prevalence of certain
types of payment methods, anticipated transaction volumes, the costs and time required to bring new
products and services to market, and the willingness and ability of both patrons and gaming
establishment personnel to use new products and services and bear the economic costs of doing so.
Our new products and services may not achieve market acceptance if any of our assumptions are
wrong, or for other reasons.
Our ability to introduce new products and services may also require regulatory approvals,
which may significantly increase the costs associated with developing a new product or service and
the time required to introduce a new product or service into the marketplace. In order to obtain
these regulatory approvals we may need to modify our products and services which would increase our
costs of development and may make our products or services less likely to achieve market
acceptance.
Our ability to grow our business through the introduction of new products and services depends
in part on our joint development activities with third parties over whom we have little or no
control. We have engaged in joint development projects with third parties in the past and we expect
to continue doing so in the future. Joint development can magnify several risks for us, including
the loss of control over development of aspects of the jointly developed products and disputes with
our joint venture partners.
We may not successfully enter new markets.
If and as new and developing domestic markets develop, competition among providers of cash
access products and services will intensify. If we attempt to enter these markets, we will have to
expand our sales and marketing presence in these markets. In competitive bidding situations, we may
not enjoy the advantage of being the incumbent provider of cash access products and services to
gaming establishments in these new markets and developers and operators of gaming establishments in
these new markets may have pre-existing relationships with our competitors. We may also face the
uncertainty of compliance with new or developing regulatory regimes with which we are not currently
familiar and oversight by regulators that are not familiar with us or our business. Each of these
risks could materially impair our ability to successfully expand our operations into these new and
developing domestic markets.
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Attempting to enter international markets in which we have not previously operated may expose
us to political, economic, tax, legal and regulatory risks not faced by businesses that operate
only in the United States. The legal and regulatory regimes of foreign markets and their
ramifications on our business are less certain. Our international operations will be subject to a
variety of risks, including different regulatory requirements and interpretations, trade barriers,
difficulties in staffing and managing foreign operations, higher rates of fraud, fluctuations in
currency exchange rates, difficulty in enforcing or interpreting contracts or legislation,
political and economic instability and potentially adverse tax consequences. Difficulties in
obtaining approvals, licenses or waivers from the monetary and gaming authorities of other
jurisdictions, in addition to other potential regulatory and quasi-regulatory issues that we have
not yet ascertained, may arise in international jurisdictions into which we attempt to enter. In
these new markets, our operations will rely on an infrastructure of financial services and
telecommunications facilities that may not be sufficient to support our business needs, such as the
authorization and settlement services that are required to implement electronic payment
transactions and the telecommunications facilities that would enable us to reliably connect our
networks to our products at gaming establishments in these new markets. In these new markets, we
may additionally provide services based upon interpretations of applicable law, which
interpretation may be subject to regulatory or judicial review. These risks, among others, could
materially adversely affect our business and operating results. In connection with our expansion
into new international markets, we may forge strategic relationships with business partners to
assist us. The success of our expansion into these markets therefore may depend in part upon the
success of the business partners with whom we forge these strategic relationships. If we do not
successfully form strategic relationships with the right business partners or if we are not able to
overcome cultural differences or differences in business practices, our ability to penetrate these
new international markets will suffer.
We are also subject to the risk that the domestic or international markets that we attempt to
enter or expand into may not develop as quickly as anticipated, or at all. The development of new
gaming markets is subject to political, social, regulatory and economic forces beyond our control.
The expansion of gaming activities in new markets can be very controversial and may depend heavily
on the support and sponsorship of local government. Changes in government leadership, failure to
obtain requisite voter support in referendums, failure of legislators to enact enabling legislation
and limitations on the volume of gaming activity that is permitted in particular markets may
inhibit the development of new markets.
Our estimates of the potential future transaction volumes in new markets are based on a
variety of assumptions, which may prove to be inaccurate. To the extent that we overestimate the
potential of a new market, incorrectly gauge the timing of the development of a new market, or fail
to anticipate the differences between a new market and our existing markets, we may fail in our
strategy of growing our business by expanding into new markets. Moreover, if we are unable to meet
the needs of our existing customers as they enter markets that we do not currently serve; our
relationships with these customers could be harmed.
Failure to maintain an effective system of internal control over financial reporting may lead
to our inability to accurately report our financial results. As a result, current and potential
stockholders could lose confidence in our financial reporting, which could harm our business, our
reputation and the trading price of our stock.
Effective internal control over financial reporting is necessary for us to provide reliable
financial reports. If we cannot provide reliable financial reports, our business and operating
results could be harmed.
Our assessment of our internal control over financial reporting has identified
material weaknesses in the past, each of which was subsequently remediated. New material weaknesses
may arise in the future. Any material weaknesses could cause us to fail to meet our reporting
obligations, cause investors to lose confidence in our reported financial information, cause a
decline or volatility in our stock prices, cause a reduction in our credit ratings or tarnish our
public perception. Also, increased expenses due to remediation costs and increased regulatory
scrutiny are also possible. Failure to remediate the prior material weaknesses in full or the need
to remediate a future material weakness could adversely affect our financial condition or results
of operations. Inadequate internal control over financial reporting could also cause investors to
lose confidence in our reported financial information, which could have a negative effect on the
trading price of our stock and our reputation.
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Changes by M&C International and First Data to certain of their tax returns may have an impact
on the value of a component of our deferred tax asset. In addition, changes in tax laws,
regulations and interpretations may adversely affect our business.
In connection with the recapitalization and private equity restructuring that occurred in
2004, we recorded a deferred tax asset of $247.0 million. In connection with this deferred tax
asset, we expect to pay a significantly lower amount in United States federal income taxes than we
provide for in our income statements. Our calculation of the starting balance of the deferred tax
asset is based upon information we received from M&C International and First Data about the gains
they recorded in the Recapitalization and the Private Equity Restructuring. If M&C International or
First Data change their calculation of the gains and file amended tax returns, we may be required
to recalculate the starting balance of the deferred tax asset and the annual amortization thereof.
Unanticipated changes in applicable income tax rates or laws or changes in our tax position could
adversely impact our future results of operations. Our future effective tax rates could be affected
by changes in the valuation of our deferred tax asset as a result of an audit or otherwise. The
value of any tax asset may be affected by many factors beyond our control. Our deferred tax asset
specifically is subject to various tax laws and the utilization of such deferred tax asset may be
subject to limitations and factors beyond our control, including, without limitation, our earnings,
our future estimations of earnings and the value of our common stock, and a change of control of
the Company. These deferred tax assets may be subject to certain limitations. Additionally,
changes in tax laws or interpretations of such laws by domestic and foreign tax authorities could
affect our results of operations.
We operate our business in regions subject to natural disasters. Any interruption to our
business resulting from a natural disaster will adversely affect our revenues and results of
operations.
In the event of a natural disaster, the operations of gaming establishments could be
negatively impacted or consumer demand for gaming could decline, or both, and as a result, our
business could be interrupted, which will adversely affect our revenues and results of operations.
For example, we believe that our revenues and results of operations in Louisiana and Mississippi
were reduced in 2006 from what we would otherwise have expected as a result of Hurricanes Katrina
and Rita, and that reduction may continue in the future. We do not carry any business interruption
insurance.
Risks related to the industry
Economic downturns, a decline in the popularity of gaming or responsible gaming pressures
could reduce the number of patrons that use our services or the amounts of cash that they access
using our services.
We provide our cash access products and related services almost exclusively to gaming
establishments for the purpose of enabling their patrons to access cash. As a result, our business
depends on consumer demand for gaming. Gaming is a discretionary leisure activity, and
participation in discretionary leisure activities has in the past and may in the future decline
during economic downturns because consumers have less disposable income. Gaming activity may also
decline based on changes in consumer confidence related to general economic conditions or outlook,
fears of war, future acts of terrorism, or other factors. A reduction in tourism could also result
in a decline in gaming activity. Finally, a legislature or regulatory authority may prohibit or
significantly restrict gaming activities in its jurisdiction. Gaming competes with other leisure
activities as a form of consumer entertainment and may lose popularity as new leisure activities
arise or as other leisure activities become more popular. In addition, gaming in traditional gaming
establishments (where we provide our services) competes with Internet-based gaming, which is
currently not lawful in the United States of America. The popularity and acceptance of gaming
is also influenced by the prevailing social mores and changes in social mores could result in
reduced acceptance of gaming as a leisure activity. To the extent that the popularity of gaming in
traditional gaming establishments declines as a result of either of these factors, the demand for
our cash access services may decline and our business may be harmed.
25
Our ability to sustain our existing customer relationships and establish new customer
relationships depends in part on the support of, or lack of opposition from, social responsibility
organizations that are dedicated to addressing problem gaming. We may be affected by litigation or
lobbying efforts to combat problem gaming because we provide patrons the ability to access their
cash in gaming establishments.
Changes in consumer willingness to pay a fee to access their funds could reduce the demand for
our cash access products and services.
Our business depends upon the willingness of patrons to pay a service fee to access their own
funds on the premises of a gaming establishment. In most retail environments, consumers typically
do not pay an additional fee for using non-cash payment methods such as credit cards, POS debit
cards or checks. Gaming patrons could bring more cash with them to gaming establishments, or access
cash outside of gaming establishments without paying a fee for the convenience of not having to
leave the gaming establishment. To the extent that gaming patrons become unwilling to pay these
fees for convenience or lower cost cash access alternatives become available, the demand for cash
access services within gaming establishments will decline and our business could suffer.
Our ATM service business is subject to extensive rules and regulations, which may harm our
business.
Our ATM services are subject to the applicable federal, state and local banking regulations in
each jurisdiction in which we operate ATMs, which regulations relating to the imposition of daily
limits on the amounts that may be withdrawn from ATMs, the location of ATMs and our ability to
surcharge cardholders who use our ATMs and the notices and form of notices that must be posted on
our ATMs. These regulations may impose significant burdens on our ability to operate ATMs
profitably in some locations, or at all and our business operating results could be adversely
affected. Moreover, because these regulations are subject to change, we may be forced to modify our
ATM operations in a manner inconsistent with the assumptions upon which we relied when entering
into contracts to provide ATM services at gaming establishments.
If federal, state, local or foreign authorities adopt new laws or regulations or raise
enforcement levels on existing laws and regulations that make it more difficult for us to operate
our ATM business and credit card cash access business, then our revenues and earnings may be
negatively affected. For example, amendments to recent pending bills in the United States Congress
were introduced that included a proposed cap on per transaction ATM surcharges. Although these
amendments were not enacted, if similar legislation or other legislation or regulations are enacted
in the future that adversely impact our ATM business and credit card cash access business, we may
be forced to modify our operations in a manner inconsistent with the assumptions upon which we
relied when entering into contracts to provide ATM and credit card cash access services at gaming
establishments and our business, financial condition and operating results would be harmed.
We are subject to extensive governmental gaming regulation, which may harm our business.
We are subject to a variety of regulations in the jurisdictions in which we operate. Most of
the gaming regulators in jurisdictions in which we operate distinguish between gaming-related
suppliers and vendors, such as manufacturers of slot machine or other gaming devices, and
non-gaming suppliers and vendors, such as food and beverage purveyors and construction contractors.
In these jurisdictions, with respect to our provision of cash access services, we are generally
characterized as a non-gaming supplier or vendor and we must obtain a non-gaming suppliers or
vendors license, qualification or approval. The obtaining of these licenses, qualifications or
approvals and the regulations imposed on non-gaming suppliers and vendors are typically less
stringent than for gaming related suppliers and vendors. However, some of the gaming regulators in
jurisdictions in which we do business do not distinguish between gaming-related and non-gaming
related suppliers and vendors, and in those jurisdictions we currently are subject to the same
stringent licensing, qualification and approval requirements and regulations that are imposed upon
vendors and suppliers that would be characterized as gaming-related in other jurisdictions. Such
requirements include licensure or finding of suitability for some of our officers, directors and
beneficial owners of our securities. If gaming regulatory authorities were to find any such
officer, director or beneficial owner unsuitable, or if any such officer, director, or beneficial
owner fails to comply with any licensure requirements, we would be required to sever our
relationship with that person. Severing our relationship with a person may require such individual
ceasing to provide services to us in any capacity, including as an officer, director, employee or
consultant, such person divesting himself, herself or itself of all or substantially all of its
equity interest in us, and we refraining from conducting any business or maintaining any business
relationship with such person or any entity that such person is a director, officer or stockholder
of or otherwise affiliated with. Any of the foregoing could be costly to the Company and materially
disruptive of its management and
26
operations.
Our failure to sever our relationship with a person in a manner acceptable to the gaming regulatory authorities or at all may result in the
loss or denial of licensure or a finding of unsuitability, which loss or denial of licensure of
finding of unsuitability by a gaming regulatory authority may prohibit us from continuing to
operate in such jurisdiction. Any loss or denial of licensure or finding of unsuitability in any
one jurisdiction would likely result in similar adverse regulatory actions in several other
jurisdictions, resulting in a domino effect of adverse regulatory actions. The effects of the
internal investigation that we announced on November 14, 2007 have resulted in heightened scrutiny
from gaming regulators and an increased risk of regulatory intervention as has the activities of
certain of our stockholders in the conduct of businesses unaffiliated with the Company.
As a result of our acquisition of Western Money, we are now required to obtain and maintain a
gaming-related suppliers license in many jurisdictions because Western Money provides
gaming-related devices. We are currently operating under temporary approvals in some of these
jurisdictions. As discussed above, the initial and ongoing licensure requirements imposed on
gaming-related suppliers as compared to non-gaming related vendors or suppliers are, in general,
substantially more burdensome. Such licensure requirements may include, but are not limited to the
following: requiring the licensure or finding of suitability of any of our officers, directors,
key employees or beneficial owners of our securities; the termination or disassociation with such
officer, director, key employee or beneficial owner of our securities that fails to file an
application or to obtain a license or finding of suitability; the submission of detailed financial
and operating reports; the submission of reports of material loans, leases and financing; and, the
regulatory approval of some commercial transactions, such as the transfer or pledge of equity
interests in the Company. These regulatory burdens are imposed upon gaming-related suppliers or
vendors on an ongoing basis and there is no guarantee that we will be successful in obtaining and
maintaining all necessary licenses and permits and to continue to hold other necessary gaming
licenses and permits to conduct our business as currently being conducted by us.
Regulatory authorities at the federal, state, local and tribal levels have broad powers with
respect to the licensing of gaming-related activities and may revoke, suspend, condition or limit
our licenses, impose substantial fines and take other actions against us or the gaming
establishments that are our customers, any one of which could have a material adverse effect on our
business, financial condition and operating results. Any new gaming license or related approval
that may be required in the future may not be granted, and our existing licenses may not be renewed
or may be revoked, suspended or limited. If additional gaming regulations are adopted in a
jurisdiction in which we operate, such regulations could impose restrictions or costs that could
have a material adverse effect on our business. From time to time, various proposals are introduced
in the legislatures of some of the jurisdictions in which we have existing or planned operations
that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the
gaming industry or cash access in the gaming industry. Legislation of this type may be enacted in
the future.
In addition, some of the new products and services that we may develop cannot be offered in
the absence of regulatory approval of the product or service or licensing of us, or both. These
approvals could require that we and our officers, directors or ultimate beneficial owners obtain a
license or be found suitable and that the product or service be approved after testing and review.
We may fail to obtain any such approvals in the future. When contracting with tribal owned or
controlled gaming establishments, we become subject to tribal laws and regulations that may differ
materially from the non-tribal laws and regulations under which we generally operate. In addition
to tribal gaming regulations that may require us to provide disclosures or obtain licenses or
permits to conduct our business on tribal lands, we may also become subject to tribal laws that
govern our contracts. These tribal governing laws may not provide us with processes, procedures and
remedies that enable us to enforce our rights as effectively and advantageously as the processes,
procedures and remedies that would be afforded to us under non-tribal laws, or to enforce our
rights at all. Many tribal laws permit redress to a tribal adjudicatory body to resolve disputes;
however, such redress is largely untested in our experience. We may be precluded from enforcing our
rights against a tribal body under the legal doctrine of sovereign immunity. A change in tribal
laws and regulations or our inability to obtain required licenses or licenses to operate on tribal
lands or enforce our contract rights under tribal law could have a material adverse effect on our
business, financial condition and operating results.
27
Many of the financial services that we provide are subject to extensive rules and regulations,
which may harm our business.
Our Central Credit gaming patron credit bureau services are subject to the Fair Credit
Reporting Act, the Fair and Accurate Credit Transactions Act of 2003 and similar state laws. The
collection practices that are used by our third party providers and us may be subject to the Fair Debt Collections
Practices Act and applicable state laws relating to debt collection. All of our cash access services and patron marketing services are subject to the
privacy provisions of state and federal law, including the Gramm-Leach-Bliley Act. Our POS debit
card transactions and ATM withdrawal services are subject to the Electronic Fund Transfer Act. Our
ATM services are subject to the applicable state banking regulations in each jurisdiction in which
we operate ATMs. Our ATM services may also be subject to state and local regulations relating to
the imposition of daily limits on the amounts that may be withdrawn from ATMs, the location of
ATMs, our ability to surcharge cardholders who use our ATMs and the notices and form of notices
that must be posted on our ATMs. The cash access services we provide are subject to recordkeeping
and reporting obligations under the Bank Secrecy Act and the USA PATRIOT Act of 2001. We are
required to file suspicious activity reports, or SARs, with respect to transactions completed at
all gaming establishments at which our cash access services are provided. If we are found to be
noncompliant in any way with these laws, we could be subject to substantial civil and criminal
penalties. In jurisdictions in which we serve as a check casher or offer our QuikCredit service, we
are subject to the applicable state licensing requirements and regulations governing check cashing
activities and deferred deposit service providers. We also are subject to various state licensing
requirements and regulations governing money transmitters.
We are subject to formal or informal audits, inquiries or reviews from time to time by the
regulatory authorities that enforce these financial services rules and regulations. In the event
that any regulatory authority determines that the manner in which we provide cash access services,
patron marketing services, gaming patron credit bureau services is not in compliance with existing
rules and regulations, or the regulatory authorities adopt new rules or regulations that prohibit
or restrict the manner in which we provide cash access services, patron marketing services, gaming
patron credit bureau services or we may be forced to modify the manner in which we operate, or stop
processing certain types of cash access transactions, providing patron marketing services or gaming
patron credit bureau services altogether. We may also be required to pay substantial penalties
and fines if we fail to comply with applicable rules and regulations. For example, if we fail to
file CTRs or SARs on a timely basis or if we are found to be noncompliant in any way with either
the Bank Secrecy Act or the USA PATRIOT Act of 2001, we could be subject to substantial civil and
criminal penalties. In addition, our failure to comply with applicable rules and regulations could
subject us to private litigation.
Consumer privacy laws may change, requiring us to change our business practices or expend
significant amounts on compliance with such laws.
Our patron marketing services depend on our ability to collect and use non-public personal
information relating to patrons who use our products and services and the transactions they
consummate using our services. We are required by federal and state privacy laws and rules to
safeguard and protect the privacy of such information, to make disclosures to patrons regarding our
privacy and information sharing policies and, in some cases, to provide patrons an opportunity to
opt out of the use of their information for certain purposes. The failure or circumvention of the
means by which we safeguard and protect the privacy of information we gather may result in the
dissemination of non-public personal information, which may harm our reputation and may expose us
to liability to the affected individuals and regulatory enforcement proceedings or fines.
Regulators reviewing our policies and practices may require us to modify our practices in a
material or immaterial manner or impose fines or other penalties if they believe that our policies
and practices do not meet the necessary standard. To the extent that our patron-marketing services
have in the past failed or now or in the future fail to comply with applicable law, our privacy
policies or the notices that we provide to patrons, we may become subject to actions by a
regulatory authority or patrons which cause us to pay monetary penalties or require us to modify
the manner in which we provide patron-marketing services. To the extent that patrons exercise their
right to opt out, our ability to leverage existing and future databases of information would be
curtailed. Consumer and data privacy laws are evolving, and due to recent high profile thefts and
losses of sensitive consumer information from protected databases, such laws may be broadened in
their scope and application, impose additional requirements and restrictions on gathering,
encrypting and using patron information or narrow the types of information that may be collected or
used for marketing or other purposes or require patrons to opt-in to the use of their information
for specific purposes, or impose additional fines or potentially costly compliance requirements
which will hamper the value of our patron-marketing services.
28
Risks related to our capital structure
Our common stock has been publicly traded since September 22, 2005 and we expect that the
price of our common stock will fluctuate substantially.
There has been a public market for our common stock since September 22, 2005. The market price
of our common stock may fluctuate significantly in response to a number of factors, some of which
are beyond our control, including those described above under Risks related to our business,
Risks related to the industry and the following:
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our failure to maintain our current customers, including because of consolidation in
the gaming industry; |
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|
increases in commissions paid to gaming establishments as a result of competition; |
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|
increases in interchange rates, processing fees or other fees paid by us; |
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decreases in reverse interchange rates paid to us; |
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actual or anticipated fluctuations in our or our competitors revenue, operating
results or growth rate; |
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our inability to adequately protect or enforce our intellectual property rights; |
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any adverse results in litigation initiated by us or by others against us; |
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our inability to make payments on our outstanding indebtedness as they become due or
our inability to undertake actions that might otherwise benefit us based on the financial
and other restrictive covenants contained in the New Senior Credit Facility; |
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|
the loss of a significant supplier or strategic partner, or the failure of a
significant supplier or strategic partner to provide the goods or services that we rely on
them for; |
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our inability to introduce successful, new products and services in a timely manner or
the introduction of new products or services by our competitors that reduce the demand for
our products and services; |
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our failure to successfully enter new markets or the failure of new markets to develop
in the time and manner that we anticipate; |
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announcements by our competitors of significant new contracts or contract renewals or
of new products or services; |
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changes in general economic conditions, financial markets, the gaming industry or the
payments processing industry; |
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the trading volume of our common stock; |
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sales of common stock or other actions by our current officers, directors and
stockholders; |
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acquisitions, strategic alliances or joint ventures involving us or our competitors; |
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future sales of our common stock or other securities; |
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the failure of securities analysts to cover our common stock or changes in financial
estimates or recommendations by analysts; |
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our failure to meet the revenue, net income or earnings per share estimates of
securities analysts or investors; |
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additions or departures of key personnel; |
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terrorist acts, theft, vandalism, fires, floods or other natural disasters; and |
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|
rumors or speculation as to any of the above which we may be unable to confirm or deny
due to disclosure restrictions imposed on us by law or which we otherwise deem imprudent to
comment upon. |
29
Future sales of our common stock may cause the market price of our common stock to drop
significantly, even if our business is doing well.
The market price of our common stock could decline as a result of sales of additional shares
of our common stock by us or our stockholders or the perception that these sales could occur.
Certain stockholders have the right to require us to register their shares of our common stock. If
we propose to register any of our securities under the Securities Act of 1933 either for our own
account or for the accounts of other stockholders, subject to some conditions and limitations, the
holders of registration rights will be entitled to include their shares of common stock in the
registered offering. In addition, holders of registration rights may require us on not more than
five occasions to file a registration statement under the Securities Act of 1933 with respect to
their shares of common stock. Further, the holders of registration rights may require us to
register their shares on Form S-3 if and when we are eligible to use this form. We are required to
pay the costs and expenses of the registration (other than underwriting discounts and commissions
and fees) and sale of all such shares of common stock.
In the future, we will also issue additional shares or options to purchase additional shares
to our employees, directors and consultants, in connection with corporate alliances or
acquisitions, and in follow-on offerings to raise additional capital. Based on all of these
factors, sales of a substantial number of shares of our common stock in the public market could
occur at any time. These sales could reduce the market price of our common stock. In addition,
future sales of our common stock by our stockholders could make it more difficult for us to sell
additional shares of our common stock or other securities in the future.
Some provisions of our certificate of incorporation and bylaws may delay or prevent
transactions that many stockholders may favor.
Some provisions of our amended and restated certificate of incorporation and amended and
restated bylaws may have the effect of delaying, discouraging, or preventing a merger or
acquisition that our stockholders may consider favorable or a change in our management or our Board
of Directors. These provisions:
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divide our Board of Directors into three separate classes serving staggered three-year
terms, which will have the effect of requiring at least two annual stockholder meetings
instead of one, to replace a majority of our directors, which could have the effect of
delaying of preventing a change in our control or management; |
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|
provide that special meetings of stockholders can only be called by our Board of
Directors, Chairman of the Board or Chief Executive Officer. In addition, the business
permitted to be conducted at any special meeting of stockholders is limited to the business
specified in the notice of such meeting to the stockholders; |
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|
provide for an advance notice procedure with regard to business to be brought before a
meeting of stockholders which may delay or preclude stockholders from bringing matters
before a meeting of stockholders or from making nominations for directors at a meeting of
stockholders, which could delay or deter takeover attempts or changes in management; |
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eliminate the right of stockholders to act by written consent so that all stockholder
actions must be effected at a duly called meeting; |
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provide that directors may only be removed for cause with the approval of stockholders
holding a majority of our outstanding voting stock; |
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provide that vacancies on our Board of Directors may be filled by a majority, although
less than a quorum, of directors in office and that our Board of Directors may fix the
number of directors by resolution; |
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|
allow our Board of Directors to issue shares of preferred stock with rights senior to
those of the common stock and that otherwise could adversely affect the rights and powers,
including voting rights and the right to approve or not to approve an acquisition or other
change in control, of the holders of common stock, without any further vote or action by
the stockholders; and |
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do not provide for cumulative voting for our directors, which may make it more
difficult for stockholders owning less than a majority of our stock to elect any directors
to our Board of Directors. In addition, we are also subject to Section 203 of the Delaware
General Corporation Law, which provides, subject to enumerated exceptions, that if a person
acquires 15% or more of our voting stock, the person is an interested stockholder and may
not engage in business combinations with us for a period of three years from the time the
person acquired 15% or more of our voting stock. |
30
These provisions may have the effect of entrenching our management team and may deprive our
stockholders of the opportunity to sell shares to potential acquirers at a premium over prevailing
prices. This potential inability to obtain a premium could reduce the price of our common stock.
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ITEM 1B. |
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UNRESOLVED STAFF COMMENTS |
None.
Our headquarters are located in a facility in Las Vegas, Nevada consisting of approximately
40,000 square feet of office space, which is under a lease through April 2013. We also lease
several other properties that are used to support all our products and services: remote sales
offices in Egg Harbor Township, New Jersey under a lease through September 2011 and in Macau SAR
under a lease through November 2012, a facility in Burnsville, MN to support our technology
development under lease through February 2013 and our manufacturing facility in Las Vegas, Nevada
where we support our redemption device operations that is under lease through November 2014. We
believe that these facilities are adequate for our business as presently conducted.
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ITEM 3. |
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LEGAL PROCEEDINGS |
On March 22, 2010, an action was commenced by Sightline Payments, LLC in the United States
District Court, District of Nevada, against Holdings and GCA. The complaint alleges antitrust
violations of Sections 1 and 2 of the Sherman Act and Section 7 of the Clayton Act. The plaintiff
seeks damages in the amount of $300 million and that such
damages be trebled. On August 9, 2010,
the District Court issued an Order and Judgment granting the Companys motion to dismiss this
action. On August 13, 2010, Sightline Payments, LLC filed a Notice of Appeal of the Order and
Judgment granting the Companys Motion to Dismiss, and this appeal remains pending. The Company
maintains insurance that will provide for reimbursement of certain of the expenses associated with
this action. At this stage of the litigation, the Company is unable to make an evaluation of
whether the likelihood of an unfavorable outcome is either probable or remote or the amount or
range of potential loss; however, the Company believes it has meritorious defenses and will
vigorously defend this action. On April 16, 2010, the Company commenced an action in the District
Court of Nevada, Clark County, against the three current principals of Sightline Payments, LLC, all
of whom are former executives of the Company. The Company alleges misappropriation of trade
secrets, breach of contract, breach of duty of good faith and fair dealing and seeks damages and
declaratory and injunctive relief. The Company has received a temporary restraining order barring
the defendants in this action from making any continued disclosure of the Companys proprietary and
confidential information.
On July 7, 2010, an action was commenced by Automated Systems America, Inc. in the United
States District Court, Central District of California, against Holdings, GCA and certain current
employees of GCA. The complaint seeks a declaratory judgment of invalidity, unenforceability and
non-infringement of certain patents owned by the Company and alleges antitrust violations of
Section 2 of the Sherman Act, unfair competition violations under the Lanham Act and tortuous
interference and defamation per se. The plaintiff seeks damages in excess of $2 million, punitive
damages, and a trebling of damages associated with the allegations under Section 2 of the Sherman
Act. On March 3, 2011, the Company filed a motion to dismiss this action. The Company maintains
insurance that may provide for reimbursement of some of the expenses associated with this action.
At this stage of the litigation, the Company is unable to make an evaluation of whether the
likelihood of an unfavorable outcome is either probable or remote or the amount or range of potential loss; however, the Company believes it has
meritorious defenses and will vigorously defend this action.
31
PART II
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ITEM 5. |
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
Our common stock has traded on the New York Stock Exchange under the symbol GCA since
September 23, 2005. Prior to that time, there was no public market for our stock. On March 1, 2011
there were 3 holders of record of our common stock. Because many of our shares of common stock are
held by brokers and other institutions on behalf of stockholders, we are unable to estimate the
total number of beneficial stockholders represented by these record holders.
The following table sets forth for the indicated periods, the high and low sale prices per
share of our common stock:
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Price Range |
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High |
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Low |
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2010: |
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|
|
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First Quarter |
|
$ |
8.38 |
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$ |
6.51 |
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Second Quarter |
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|
9.26 |
|
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|
7.20 |
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Third Quarter |
|
|
7.46 |
|
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3.46 |
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Fourth Quarter |
|
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4.17 |
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|
|
2.26 |
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2009: |
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|
|
|
|
|
First Quarter |
|
$ |
4.27 |
|
|
$ |
2.07 |
|
Second Quarter |
|
|
8.31 |
|
|
|
3.63 |
|
Third Quarter |
|
|
9.21 |
|
|
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6.71 |
|
Fourth Quarter |
|
|
7.98 |
|
|
|
6.14 |
|
On March 1, 2011, the closing sale price of our common stock on the New York Stock Exchange
was $3.41.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock and do not anticipate
paying any dividends on our common stock in the foreseeable future. We currently intend to retain
all our earnings to finance the growth and development of our business. Any future change in our
dividend policy will be made at the discretion of our Board of Directors and will depend on
contractual restrictions, our results of operations, earnings, capital requirements and other
factors considered relevant by our Board of Directors. In addition, the New Senior Credit Facility
limits the ability of GCA and Holdings to declare and pay cash dividends.
Common Stock Repurchases
On
February 10, 2010, pursuant to Rule 10b-18 under the Securities and Exchange Act of 1934,
as amended, the Companys Board of Directors authorized the repurchase of up to an additional $25
million worth of the Companys outstanding common stock, subject to compliance with such
contractual limitations on such repurchases under the Companys financing agreements in effect from
time to time, including but not limited to those relating to the Companys senior secured
indebtedness and senior subordinated notes. For the year ended December 31, 2010, the Company
repurchased 2,000,000 of its shares of common stock pursuant to this repurchase authorization for
an aggregate purchase price of $7.7 million.
32
On April 8, 2010, the Company repurchased in a privately negotiated transaction 3,105,590
shares of its outstanding common stock from various entities affiliated with Summit Partners, L.P.
for an aggregate purchase price of $25.0 million at a purchase price of $8.05 per share of common
stock. Charles J. Fitzgerald, who was a member of the Companys Board of Directors until his term
expired on April 29, 2010, is a managing partner of Summit Partners, L.P. The Company funded this
repurchase with cash on hand. This repurchase was made pursuant to a separate authorization by the
Board of Directors of the Company in March 2010, separate from the $25.0 million share repurchase
program previously made on February 10, 2010.
In addition, for the year ended December 31, 2010, the Company repurchased or withheld from
restricted stock awards 116,750 shares of common stock at an aggregate purchase price of $0.8
million to satisfy the minimum applicable tax withholding obligations incident to the vesting of
such restricted stock awards.
ISSUER PURCHASES AND WITHHOLDING OF EQUITY SECURITIES
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|
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Maximum |
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Approximate Dollar |
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Total Number of Shares |
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Value of Shares that |
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Total Number of |
|
|
Average Price per |
|
|
Purchased as Part of |
|
|
May Yet Be Purchased |
|
|
|
Shares Purchased or |
|
|
Share Purchased or |
|
|
Publicly Announced |
|
|
Under the Plans or |
|
|
|
Withheld |
|
|
Withheld |
|
|
Plans or Programs |
|
|
Programs |
|
10/1/10 10/31/10 |
|
|
66,659 |
(1) |
|
$ |
4.01 |
(2) |
|
|
66,659 |
(1) |
|
$ |
17,324,976 |
(5) |
11/1/10 11/30/10 |
|
|
|
(1) |
|
|
|
(2) |
|
|
|
(1) |
|
$ |
17,324,976 |
(5) |
12/1/10 12/31/10 |
|
|
|
(1) |
|
|
|
(2) |
|
|
|
(1) |
|
$ |
17,324,976 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotals |
|
|
66,659 |
(1) |
|
|
4.01 |
(2) |
|
|
66,659 |
(1) |
|
|
|
|
|
10/1/10 10/31/10 |
|
|
5,155 |
(3) |
|
|
3.99 |
(4) |
|
|
5,155 |
(3) |
|
$ |
|
(5) |
11/1/10 11/30/10 |
|
|
5,061 |
(3) |
|
|
2.98 |
(4) |
|
|
5,061 |
(3) |
|
$ |
|
(5) |
12/1/10 12/31/10 |
|
|
5,055 |
(3) |
|
|
2.79 |
(4) |
|
|
5,055 |
(3) |
|
$ |
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotals |
|
|
15,271 |
(3) |
|
|
3.26 |
(4) |
|
|
15,271 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
81,930 |
|
|
$ |
3.87 |
|
|
|
81,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents shares of common stock that we repurchased in open market transactions pursuant
to the Rule 10b-18 share repurchase authorization that we
publicly announced on February 10,
2010. Our Board of Directors authorized the repurchase up to $25.0 million worth of common
stock. The share buyback program did not obligate us to repurchase any specific number of
shares and could have been suspended or terminated at any time. |
|
(2) |
|
Represents the average price per share of shares of common stock repurchased pursuant to the
Rule 10b-18 share buyback program. |
|
(3) |
|
Represents shares of common stock that were withheld from restricted stock awards to satisfy
the minimum applicable tax withholding obligations incident to the vesting of such restricted
stock awards. There are no limitations on the number of shares of common stock that may be
withheld from restricted stock awards to satisfy the minimum tax withholding obligations
incident to the vesting of such restricted stock awards. |
|
(4) |
|
Represents the average price per share of shares of common stock withheld from restricted
stock awards on the date of withholding. |
|
(5) |
|
Represents the maximum approximate dollar value of shares of common stock available for
repurchase pursuant to the Rule 10b-18 share repurchase authorization at the end of the stated
period. As of December 31, 2010, the maximum approximate dollar value of shares that may yet
be purchased pursuant to the Rule 10b-18 share buyback program is $17.3 million. However,
there are no limitations on the number of shares of common stock that may be withheld from restricted stock awards to satisfy the minimum applicable tax
withholding obligations incident to the vesting of such restricted stock awards. |
33
STOCK PERFORMANCE GRAPH
The line graph below compares the cumulative total stockholder return on our common stock with
the cumulative total return of the Standard & Poors (S&P) 500 Index and the S&P Information
Technology Index during the approximately 51-month period ending December 31, 2010. As a result of
changes in our operations and focus, we believe that the S&P Information Technology Index is a
better comparison point for the performance of companies that operate in our industry.
The graph assumes that $100 was invested on September 23, 2005 (the first day our common stock
was publicly traded) in our common stock and the $100 was invested on August 31, 2005, in the S&P
500 Index and the S&P Information Technology Index, and that all dividends were reinvested.
Research Data Group, Inc. furnished this data. Cumulative total stockholder returns for our common
stock, the S&P 500 Index and the S&P Information Technology Index are based on the calendar month
end closing prices. The comparisons in the graph are required by the SEC and are not intended to
forecast or be indicative of possible future performance of our common stock.
|
|
|
* |
|
$100 invested on 9/2005 in stock and index including reinvestment in dividends. Fiscal year ended December 31. |
This graph is not soliciting material, is not deemed filed with the SEC and is not to
be incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
The stock price performance included in this graph is not necessarily indicative of future
stock price performance.
34
|
|
|
ITEM 6. |
|
SELECTED FINANCIAL DATA |
The following selected consolidated financial data should be read in conjunction with our
audited consolidated financial statements and related notes and Managements Discussion and
Analysis of Financial Condition and Results of Operations appearing elsewhere in this Annual
Report on Form 10-K. The selected consolidated financial data for the fiscal years ended December
31, 2010, 2009, 2008, 2007 and 2006 have been derived from our audited consolidated financial
statements, some of which are included herein. Our selected consolidated financial data may not be
indicative of our future financial condition or results of operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
|
(amounts in thousands, except per share) |
|
Income Statement Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
244,139 |
|
|
$ |
289,314 |
|
|
$ |
326,476 |
|
|
$ |
316,094 |
|
|
$ |
287,053 |
|
ATM |
|
|
314,627 |
|
|
|
325,953 |
|
|
|
289,122 |
|
|
|
240,575 |
|
|
|
221,727 |
|
Check services |
|
|
28,357 |
|
|
|
38,525 |
|
|
|
42,366 |
|
|
|
31,126 |
|
|
|
29,166 |
|
Central Credit and other revenues |
|
|
18,467 |
|
|
|
13,928 |
|
|
|
13,644 |
|
|
|
10,145 |
|
|
|
9,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
605,590 |
|
|
|
667,720 |
|
|
|
671,608 |
|
|
|
597,940 |
|
|
|
547,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of depreciation and
amortization) |
|
|
(463,045 |
) |
|
|
(501,810 |
) |
|
|
(492,974 |
) |
|
|
(428,508 |
) |
|
|
(384,718 |
) |
Operating expenses |
|
|
(73,720 |
) |
|
|
(76,005 |
) |
|
|
(83,962 |
) |
|
|
(79,614 |
) |
|
|
(65,021 |
) |
Depreciation and amortization |
|
|
(16,195 |
) |
|
|
(17,851 |
) |
|
|
(16,026 |
) |
|
|
(11,600 |
) |
|
|
(9,794 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
52,630 |
|
|
|
72,054 |
|
|
|
78,646 |
|
|
|
78,218 |
|
|
|
88,240 |
|
Interest expense, net (1) |
|
|
(16,329 |
) |
|
|
(17,960 |
) |
|
|
(27,888 |
) |
|
|
(34,515 |
) |
|
|
(42,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income tax
provision |
|
|
36,301 |
|
|
|
54,094 |
|
|
|
50,758 |
|
|
|
43,703 |
|
|
|
46,202 |
|
Income tax provision |
|
|
(18,751 |
) |
|
|
(20,556 |
) |
|
|
(23,349 |
) |
|
|
(16,709 |
) |
|
|
(17,832 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax |
|
|
17,550 |
|
|
|
33,538 |
|
|
|
27,409 |
|
|
|
26,994 |
|
|
|
28,370 |
|
Income (loss) from discontinued operations, net of tax |
|
|
|
|
|
|
44 |
|
|
|
(3,939 |
) |
|
|
(3,526 |
) |
|
|
(1,944 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
17,550 |
|
|
|
33,582 |
|
|
|
23,470 |
|
|
|
23,468 |
|
|
|
26,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: net (income) loss attributable to
non-controlling interest (2) |
|
|
(56 |
) |
|
|
56 |
|
|
|
86 |
|
|
|
236 |
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Global Cash Access Holdings,
Inc. and subsidiaries |
|
$ |
17,494 |
|
|
$ |
33,638 |
|
|
$ |
23,556 |
|
|
$ |
23,704 |
|
|
$ |
26,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.27 |
|
|
$ |
0.45 |
|
|
$ |
0.36 |
|
|
$ |
0.34 |
|
|
$ |
0.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.27 |
|
|
$ |
0.45 |
|
|
$ |
0.31 |
|
|
$ |
0.29 |
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.26 |
|
|
$ |
0.45 |
|
|
$ |
0.36 |
|
|
$ |
0.33 |
|
|
$ |
0.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.26 |
|
|
$ |
0.45 |
|
|
$ |
0.31 |
|
|
$ |
0.29 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
65,903 |
|
|
|
74,232 |
|
|
|
76,787 |
|
|
|
81,108 |
|
|
|
81,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
67,272 |
|
|
|
75,356 |
|
|
|
76,796 |
|
|
|
81,377 |
|
|
|
81,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash EPS (3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
17,494 |
|
|
|
33,638 |
|
|
|
23,556 |
|
|
|
23,704 |
|
|
|
26,609 |
|
Plus: Income tax provision |
|
|
18,751 |
|
|
|
19,029 |
|
|
|
19,029 |
|
|
|
16,709 |
|
|
|
17,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash earnings |
|
$ |
36,245 |
|
|
$ |
52,667 |
|
|
$ |
42,584 |
|
|
$ |
40,413 |
|
|
$ |
44,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted cash earnings per share |
|
$ |
0.54 |
|
|
$ |
0.70 |
|
|
$ |
0.55 |
|
|
$ |
0.50 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(at end of period) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
60,636 |
|
|
$ |
84,768 |
|
|
$ |
77,148 |
|
|
$ |
71,063 |
|
|
$ |
42,269 |
|
Total assets |
|
|
458,394 |
|
|
|
501,767 |
|
|
|
559,150 |
|
|
|
538,302 |
|
|
|
587,474 |
|
Total borrowings |
|
|
208,750 |
|
|
|
249,750 |
|
|
|
265,750 |
|
|
|
263,480 |
|
|
|
274,480 |
|
Stockholders equity |
|
|
143,478 |
|
|
|
145,409 |
|
|
|
160,878 |
|
|
|
138,296 |
|
|
|
132,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
68,898 |
|
|
$ |
90,963 |
|
|
$ |
71,324 |
|
|
$ |
91,874 |
|
|
$ |
70,079 |
|
Net cash used in investing activities |
|
|
(24,492 |
) |
|
|
(7,235 |
) |
|
|
(58,708 |
) |
|
|
(10,960 |
) |
|
|
(17,061 |
) |
Net cash used in financing activities |
|
|
(68,845 |
) |
|
|
(74,425 |
) |
|
|
(7,217 |
) |
|
|
(49,715 |
) |
|
|
(46,761 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate dollar amount processed (in billions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
5.0 |
|
|
$ |
5.7 |
|
|
$ |
6.5 |
|
|
$ |
6.4 |
|
|
$ |
5.7 |
|
ATM |
|
$ |
13.6 |
|
|
$ |
14.5 |
|
|
$ |
15.2 |
|
|
$ |
13.6 |
|
|
$ |
12.3 |
|
Check warranty |
|
$ |
1.1 |
|
|
$ |
1.5 |
|
|
$ |
1.8 |
|
|
$ |
1.4 |
|
|
$ |
1.3 |
|
Number of transactions completed (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
|
10.1 |
|
|
|
11.7 |
|
|
|
12.2 |
|
|
|
11.3 |
|
|
|
10.4 |
|
ATM |
|
|
78.3 |
|
|
|
83.4 |
|
|
|
84.7 |
|
|
|
73.5 |
|
|
|
69.2 |
|
Check warranty |
|
|
4.9 |
|
|
|
6.3 |
|
|
|
6.5 |
|
|
|
5.3 |
|
|
|
5.1 |
|
|
|
|
(1) |
|
Interest expense, net, includes interest income and loss on early extinguishment of
debt. |
|
(2) |
|
Non-controlling interest loss, net of tax, represents the portion of the loss from
operations of Innovative Funds Technology, LLC (IFT) that is attributable to the 40%
ownership interest in IFT that is not owned by us. IFT was dissolved on April 19, 2010. |
|
(3) |
|
Cash EPS is not a measure of financial performance under U.S. GAAP and should not be
considered a substitute for net income, operating income or other income prepared in
accordance with GAAP. The Company provides Cash EPS to enhance investor understanding of
the underlying trends in the Companys business and to provide for better comparability
between periods in different years. We have a significant deferred tax asset which
significantly reduces our United States income tax obligations. |
|
|
|
ITEM 7. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the consolidated financial statements and related notes
contained herein and the information included in our other filings with the Securities and Exchange
Commission. This discussion includes forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements in this Annual Report on
Form 10-K other than statements of historical fact are forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties. Our actual results
may differ materially from those projected or assumed in such forward-looking statements. Among the
factors that could cause actual results to differ materially are the risk factors discussed under
Item 1A. All forward-looking statements and risk factors included in this document are made as of
the date of this report, based on information available to us as of such date. We assume no
obligation to update any forward-looking statement or risk factor.
Overview
We are a provider of cash access products and related services to the gaming industry in the
United States and several international markets. Our products and services provide gaming
establishment patrons access to cash through a variety of methods, including ATM cash withdrawals,
credit card cash access transactions, POS debit cash access transactions, check cashing and money
transfers. We also provide products and services that improve credit decision-making, automate
cashier operations and enhance patron marketing activities for gaming establishments. In addition,
we manufacture, sell and service cash access devices such as jackpot and redemption kiosks to the
gaming industry. These devices also may be enabled to provide our cash access products and
services.
36
We began our operations as a joint venture limited liability company among M&C International,
entities affiliated with Bank of America and First Data in July 1998. In September 2000, Bank of
America sold its entire ownership interest in us to M&C International and First Data. In March
2004, GCA issued $235 million in aggregate principal amount of 8 3/4% senior subordinated notes due
2012 and borrowed $260 million under senior secured credit facilities. Holdings was formed to hold
all of the outstanding ownership interests of GCA and has guaranteed the obligations under the
senior secured credit facilities. A substantial portion of the proceeds of these senior
subordinated notes and senior secured credit facilities were used to redeem all of First Datas
ownership interest in us and a portion of M&C Internationals ownership interest in us through a
recapitalization, in which Bank of America reacquired an ownership interest in us. In May 2004, we
completed the private equity restructuring in which M&C International sold a portion of its
ownership interest in us to a number of private equity investors, including entities affiliated
with Summit Partners, and we converted from a limited liability company to a Delaware corporation.
In September 2005, we completed an initial public offering of common stock. In connection with
that offering, our various equity securities that were outstanding prior to the offering were
converted into common stock. In addition, we became a guarantor, on a subordinated basis, of GCAs
senior subordinated notes. In 2007, M&C International distributed its holdings of our common stock
to its two principals, Karim Maskatiya and Robert Cucinotta.
In June 2009, the Company repurchased 5,785,602 shares from Robert Cucinotta, which is
believed to be all of the shares previously held by Mr. Cucinotta. In June 2009, Karim Maskatiya
disposed of a number of shares in open market transactions, which is believed to be all of the
shares previously held by Mr. Maskatiya.
In April 2008, we completed the acquisition of Certegy Gaming Services, Inc. (CGS), an enterprise
providing cash access and check products and services to the gaming industry similar to GCA. The
results of operations of CGS have been reflected in the applicable business segment financial
information following this acquisition. In August 2008, we completed the acquisition of Cash
Systems, Inc. (CSI), a provider of cash access and related services to the retail and gaming
industries similar to GCA. The results of operations of CSI have been reflected in the applicable
business segment financial information following this acquisition. In May 2010, we completed the
acquisition of Western Money, a manufacturer of redemption kiosk devices. The results of
operations of Western Money have been reflected in the applicable business segment financial
information following this acquisition.
We announced on February 28, 2008 that we intended to exit the Arriva Card, Inc. (Arriva)
business. The results of operations for the Arriva line of business have been classified to
discontinued operations for the six months ended June 30, 2009 and the year ended December 31,
2008. The Company determined that as of July 1, 2009, the results of operations for the Arriva line
of business were no longer material and the results of operations for the six months ended December
31, 2009 have been classified in continuing operations.
IFT, formerly know as QuikPlay, LLC, was a joint venture that was formed on December 6, 2000,
and owned 60% by GCA and 40% by IGT. IGT is one of the largest manufacturers of gaming equipment
in the United States. GCA was the managing member of this entity and IFT was consolidated in the
Companys consolidated financial statements prior to April 19, 2010, at which time GCA and IGT
dissolved IFT. The dissolution of IFT did not have a material impact on the condensed consolidated
financial statements of the Company.
On March 1, 2011, GCA and Holdings entered into the New Senior Credit Facility, consisting of a
$210 million term loan facility and a $35 million revolving credit facility. All $210 million of
available borrowings under the term loan facility and $4.0 million of available borrowings under
the revolving credit facility were borrowed concurrent with the establishment of the New Senior
Credit Facility and the Company used substantially all of these proceeds to repay indebtedness
under the Companys existing senior secured credit facilities and to defease the senior
subordinated notes. Specifically, on March 1, 2011, GCA irrevocably deposited into trust with the
trustee of the indenture governing the senior subordinated notes an aggregate of $133,711,666 in
cash to pay and discharge the senior subordinated notes on March 27, 2011.
Other than insubstantial assets that are immaterial in amount and nature, the sole asset of
Holdings is the capital stock of GCA.
37
Trends
Our strategic planning and forecasting processes include the consideration of economic and
industry-wide trends that may impact our business. We have identified the more material positive
and negative trends affecting our business as the following:
|
|
|
The gaming sector in the United States experienced a decline in business as compared to
the prior year and is expected to be relatively flat to modestly higher and subject to
short term fluctuations over the next year. |
|
|
|
Gaming activity continues to expand into more domestic and international markets. |
|
|
|
The rate of decline in the volume and face amount of credit card cash access
transactions by patrons who use our services has continued to exceed the rate of decline of
the volume and face amount of ATM and POS debit transactions, suggesting a migration from
credit card cash access transactions to ATM and POS debit transactions. |
|
|
|
There continues to be a migration from the use of traditional paper checks and cash to
electronic payments. |
|
|
|
The credit markets in the United States and around the world have been volatile and
unpredictable. |
|
|
|
The Company is facing increased competition from smaller competitors in the gaming cash
access market and may face additional competition from gaming equipment manufacturers and
systems providers such as Bally Technologies, who recently announced its intention to
acquire a competing cash access provider who is focused on the gaming industry. |
|
|
|
The cash access industry in the gaming sector has become increasingly competitive and is
having an adverse effect on the Companys operating margins with respect to new customers
and existing customers that have renewed their cash access agreements with the Company. |
|
|
|
There is increasing governmental oversight related to the cost of transaction processing
and related fees to the consumer. |
Principal Sources of Revenues and Expenses
Our principal sources of revenues include:
Cash advance revenues that are comprised of transaction fees assessed to gaming patrons in
connection with credit card cash access and POS debit card transactions at the time the
transactions are authorized. Such fees are based on a combination of a fixed amount plus a
percentage of the face amount of the credit card cash access or POS debit card transaction amount.
ATM revenues that are comprised of transaction fees in the form of cardholder surcharges
assessed to gaming patrons in connection with ATM cash withdrawals at the time the transactions are
authorized and reverse interchange fees paid to us by the patrons issuing banks. Cardholder
surcharges are recognized as revenue when a transaction is initiated and reverse interchange is
recognized as revenue on a monthly basis based on the total transactions occurring during the
month. The cardholder surcharges assessed to gaming patrons in connection with ATM cash withdrawals
are currently a fixed dollar amount and not a percentage of the transaction amount.
Check services revenues are principally comprised of check warranty revenues and are generally
based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming
establishments. In some cases, gaming establishments pass on the fees to patrons.
38
Other revenues consist of Central Credit revenues that are based upon either a flat monthly
unlimited usage fee or a variable fee structure driven by the volume of patron credit histories
generated. Also included in Other revenues are revenues generated from Casino Marketing Services
and revenues generated from Global Recovery Service revenues (GRS). This revenue results from a
fee collected from GCA clients for research and investigation, using GCAs proprietary data base to
identify funds associated with individual credit card cash access and POS debit card transaction
money transfers that were issued upon the completion of such a transaction for which a charge or
debit was made to a cardholders account but the bank draft was not successfully deposited by GCAs
client. In addition, Other revenues consist of revenue derived from Western Moneys operations.
Western Money derives substantially all of its revenue from the sale of cash access devices such as
redemption kiosks and derives the balance of its revenue from the provision of certain professional
services, software licensing, and certain other ancillary fees associated with the sale,
installation and operation of those devices.
Our principal costs and expenses include:
Cost of revenues are costs and expenses directly related to the generation of revenue and
exclude depreciation and amortization. For credit card cash access and POS debit card transactions,
ATM transactions and, to a much lesser extent, check services, we pay a commission to the gaming
establishment at which the transaction occurs. Commissions are the largest component of cost of
revenues (exclusive of depreciation and amortization). We expect commissions to increase as a
percentage of revenue as new contracts are signed or existing contracts are renewed. We pay credit
card associations and payment networks interchange fees for services they provide in routing
transactions through their networks. In addition, we pay fees to participate in various payment
networks to support our ATM services. The amounts of these interchange fees are determined by the
card associations and payment networks in their sole discretion, and are subject to increase in
their discretion from time to time. Many of our cash access contracts enable us to pass through the
amount of any increase in interchange or processing fees to our gaming establishment customers, who
may in turn pass through these increases to patrons. In the past, the major card associations and
payment networks have increased interchange rates at least annually, and they may do so in the
future. We pay connectivity and processing fees to our network services providers. We incur
warranty expense when checks that we have warranted through our Central Credit Check Warranty
service or that TeleCheck has warranted through its check warranty service are dishonored upon
presentment for payment. Our contract with TeleCheck limits our warranty expense for checks warranted by TeleCheck to a maximum
percentage of the total face amount of dishonored checks. We have no limits on warranty expense for
our Central Credit check warranty service. Other cost of revenues (exclusive of depreciation and
amortization) consists primarily of costs related to delivering our Central Credit service and our
patron marketing activities.
Operating expenses consist primarily of salaries and benefits, armored carrier expenses, the
cost of repair and maintenance on our cash access devices, legal expenses, telecommunications
expenses and bank fees.
We generate interest income on the amount of cash in our bank accounts and on cash that is
deposited into accounts to settle our credit card cash access and POS debit card transactions.
Interest expense includes interest incurred on our senior secured credit facilities and our
senior subordinated notes, and the amortization of deferred financing costs. Interest expense also
includes the cash usage fees associated with the cash used in our ATMs.
Our earnings are subject to taxation under the tax laws of the jurisdictions in which we
operate.
39
Results of Operations
Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
The following table sets forth the condensed consolidated results of operations and
percentages of total revenue for the years ended December 31, 2010 and December 31, 2009 (amounts
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
December 31, 2009 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
244,139 |
|
|
|
40.3 |
% |
|
$ |
289,314 |
|
|
|
43.3 |
% |
ATM |
|
|
314,627 |
|
|
|
52.0 |
|
|
|
325,953 |
|
|
|
48.8 |
|
Check services |
|
|
28,357 |
|
|
|
4.7 |
|
|
|
38,525 |
|
|
|
5.8 |
|
Central Credit and other
revenues |
|
|
18,467 |
|
|
|
3.0 |
|
|
|
13,928 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
605,590 |
|
|
|
100.0 |
|
|
|
667,720 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of
depreciation
and amortization) |
|
|
(463,045 |
) |
|
|
(76.5 |
) |
|
|
(501,810 |
) |
|
|
(75.2 |
) |
Operating expenses |
|
|
(73,720 |
) |
|
|
(12.2 |
) |
|
|
(76,005 |
) |
|
|
(11.4 |
) |
Depreciation and amortization |
|
|
(16,195 |
) |
|
|
(2.7 |
) |
|
|
(17,851 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
52,630 |
|
|
|
8.7 |
|
|
|
72,054 |
|
|
|
10.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(16,329 |
) |
|
|
(2.7 |
) |
|
|
(17,960 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before
income tax provision |
|
|
36,301 |
|
|
|
6.0 |
|
|
|
54,094 |
|
|
|
8.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
(18,751 |
) |
|
|
(3.1 |
) |
|
|
(20,556 |
) |
|
|
(3.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations,
net of tax |
|
|
17,550 |
|
|
|
2.9 |
|
|
|
33,538 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations,
net of tax |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
17,550 |
|
|
|
2.9 |
|
|
|
33,582 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: net (income) loss
attributable to non-contolling
interest |
|
|
(56 |
) |
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Global
Cash Access
Holdings, Inc. and subsidiaries |
|
$ |
17,494 |
|
|
|
2.9 |
% |
|
$ |
33,638 |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Total Revenues
Total revenues for the year ended December 31, 2010, were $605.6 million as compared to $667.7
million for the prior year, a decrease of $62.1 million, or 9.3%, as compared to the year ended
December 31, 2009. The primary driver of the decreased revenue in 2010 was a same store revenue
decline of 8.3%. Revenue generated from a gaming establishment we serve is included in same-store
revenues if it contributed cash advance or ATM revenue during both the current and prior year
reference periods. Same-store revenue does not include reverse interchange revenue generated in
connection with ATM transactions, check services revenue or other revenue. Segment changes in
revenue are further discussed below.
Cash advance revenue for the year ended December 31, 2010, was $244.1 million, a decrease of
$45.2 million, or 15.6%, as compared to the year ended December 31, 2009. This decrease was
primarily due to lower credit usage by patrons at gaming establishments. This had a negative
impact on our financial results as revenue generated from a credit card cash access transaction is
generally more profitable than revenue generated from an ATM transaction. The number of credit
card cash access transactions declined by approximately 1.6 million or 13.8% in 2010 and the
average revenue per transaction decreased by 2.1%.
ATM revenue for the year ended December 31, 2010, was $314.6 million, a decrease of $11.3
million, or 3.5%, as compared to the year ended December 31, 2009. This decrease was primarily due
to continued decline in attendance by patrons to gaming establishments. The number of ATM
transactions declined by approximately 5.1 million or 6.1% in 2010, while the revenue per
transaction increased by approximately 2.8%.
Check services revenue for the year ended December 31, 2010, was $28.4 million, a decrease of
$10.2 million, or 26.4%, as compared to the year ended December 31, 2009. This decrease was
primarily attributable to the decrease in the number of check services transactions by 1.4 million
or 21.7% largely driven by location closures. Some of the locations that were closed were
unprofitable.
Other revenues for the year ended December 31, 2010, were $18.5 million, an increase of $4.5
million, or 32.6%, as compared to the year ended December 31, 2009. This increase was primarily
due to the inclusion of the operating results from Western Money that was acquired as of May 2010,
which was partially offset by the decrease in revenue from Global Recovery Services and Casino
Marketing Services.
We provide our cash access products and related services almost exclusively to gaming
establishments for the purpose of enabling gaming patrons to access cash. As a result, our business
depends on consumer demand for gaming.
Costs and Expenses
Cost of revenues (exclusive of depreciation and amortization) for the year ended December 31,
2010, was $463.0 million, a decrease of $38.8 million, or 7.7%, as compared to the year ended
December 31, 2009. This decrease was primarily correlated with revenue. There was a gross
increase in interchange expense as a percentage of revenue of 5.4% for the year ended December 31,
2010.
Operating expenses exclusive of depreciation and amortization for the year ended December 31,
2010 were $73.7 million, a decrease of $2.3 million, or 3.0%, as compared to the year ended
December 31, 2009. The decrease in operating expenses is primarily due to lower employee-related
costs, lower ATM-related expenses and the decline in cash advance related operating expenses.
During the fourth quarter of 2010, we received an additional settlement check for the VISA
Check/Master Money Antitrust Litigation for $0.4 million, and in 2009, we received $2.8 million
related to the same matter. Amounts received for the VISA Check/Master Money Antitrust Litigation
in 2010 and 2009 have been recognized as a reduction to operating expenses.
Depreciation and amortization expense for the year ended December 31, 2010 was $16.2 million,
a decrease of $1.7 million, or 9.3%, as compared to the year ended December 31, 2009. This decrease
was due primarily to a decrease in amortization of assets fully amortized.
41
Primarily as a result of the factors described above, operating income for the year ended
December 31, 2010 was $52.6 million, a decrease of $19.4 million or 27.0% as compared to the year
ended December 31, 2009.
Interest expense, net, was $16.3 million in 2010, a decrease of $1.6 million, or 9.1%, as
compared to 2009. The decrease resulted from lower average outstanding borrowings. Interest income
was also lower due to lower interest rates earned on invested cash balances during 2010 as compared
to 2009.
For the year ended December 31, 2010, income tax expense was $18.8 million, a decrease of $1.8
million as compared to the year ended December 31, 2009. The
provision for income tax reflected an effective income tax rate of 51.7% for 2010 as compared to
38% for 2009. The increase in the effective tax rate for the year ended December 31, 2010 was
primarily the result of the following factors; The Company repatriated funds that had been
accumulating in our foreign subsidiaries, which resulted in a one-time increase in the Companys tax
provision of approximately $2.2 million. The second factor that impacted the tax provision was the
re-evaluation of the Companys ability to fully realize the foreign tax credit deferred tax asset.
It was determined that the Company would be unable to fully utilize these credits and this
determination combined with an election to deduct foreign taxes resulted in a one time provision
adjustment of $1.7 million. Additionally, the Companys effective tax rate also experienced upward
pressure related to differences between GAAP and income tax treatment of equity based compensation
which increased the income tax provision by $0.8 million, as well as other non-deductible expenses.
The provision for income taxes without the effect of the one time increase related to repatriating
funds and deducting foreign taxes paid rather than claiming foreign tax credits would yield an
income tax rate of 41.0% which would be approximately $14.9 million.
Primarily as a result of the foregoing, net income was $17.6 million for the year ended
December 31, 2010, a decrease of $16.0 million or 47.7%, as compared to the prior year.
42
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
The following table sets forth the condensed consolidated results of operations and
percentages of total revenue for the years ended December 31, 2009 and December 31, 2008 (amounts
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
289,314 |
|
|
|
43.3 |
% |
|
$ |
326,476 |
|
|
|
48.6 |
% |
ATM |
|
|
325,953 |
|
|
|
48.8 |
|
|
|
289,122 |
|
|
|
43.0 |
|
Check services |
|
|
38,525 |
|
|
|
5.8 |
|
|
|
42,366 |
|
|
|
6.3 |
|
Central Credit and
other revenues |
|
|
13,928 |
|
|
|
2.1 |
|
|
|
13,644 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
667,720 |
|
|
|
100.0 |
|
|
|
671,608 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of
depreciation
and amortization) |
|
|
(501,810 |
) |
|
|
(75.2 |
) |
|
|
(492,974 |
) |
|
|
(73.4 |
) |
Operating expenses |
|
|
(76,005 |
) |
|
|
(11.4 |
) |
|
|
(83,962 |
) |
|
|
(12.5 |
) |
Depreciation and amortization |
|
|
(17,851 |
) |
|
|
(2.7 |
) |
|
|
(16,026 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
72,054 |
|
|
|
10.8 |
|
|
|
78,646 |
|
|
|
11.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(17,960 |
) |
|
|
(2.7 |
) |
|
|
(27,888 |
) |
|
|
(4.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations before
income tax provision |
|
|
54,094 |
|
|
|
8.1 |
|
|
|
50,758 |
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
(20,556 |
) |
|
|
(3.1 |
) |
|
|
(23,349 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations, net of tax |
|
|
33,538 |
|
|
|
5.0 |
|
|
|
27,409 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
discontinued operations,
net of tax |
|
|
44 |
|
|
|
0.0 |
|
|
|
(3,939 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
33,582 |
|
|
|
5.0 |
|
|
|
23,470 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: net loss attributable to
minority interest |
|
|
56 |
|
|
|
0.0 |
|
|
|
86 |
|
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Global Cash Access
Holdings, Inc. and subsidiaries |
|
$ |
33,638 |
|
|
|
5.0 |
% |
|
$ |
23,556 |
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
Total Revenues
Total revenues for the year ended December 31, 2009 were $667.7 million as compared to $671.6
million for the prior year, a decrease of $3.9 million, or 0.6%, as compared to the year ended
December 31, 2008. The primary driver of the decreased revenue in 2009 was a same store revenue
decline of 11.5%. Revenue generated from a gaming establishment we served was included in
same-store revenues if it contributed cash advance or ATM revenue during both the current and prior
year reference periods. Same-store revenue does not include reverse interchange revenue generated
in connection with ATM transactions, check services revenue or other revenue. This decline was
somewhat offset by the inclusion of the operating results of CGS and CSI for the first three and
seven months of 2009, respectively as compared to the same periods of 2008. CGS was acquired on
April 1, 2008 and CSI on August 1, 2008. Segment changes in revenue are further discussed below:
Cash advance revenue for the year ended December 31, 2009 was $289.3 million, a decrease of
$37.2 million, or 11.4%, as compared to the year ended December 31, 2008. This decrease was
primarily due to lower credit usage by patrons at gaming establishments. This had a negative
impact on our financial results as revenue generated from a credit card cash access transaction is
generally more profitable than revenue generated from an ATM transaction. The number of credit
card cash access transactions declined by approximately 0.5 million or 4.1% in 2009, and revenue
per transaction also decreased on a year-over-year basis. This decrease was partially offset by
the inclusion of three and seven months of operations, in 2009 but not in 2008, as a result of the
2008 acquisitions of CGS and CSI.
ATM revenue for the year ended December 31, 2009 was $326.0 million, an increase of $36.8
million, or 12.7%, as compared to the year ended December 31, 2008. The increase was primarily
attributable to gaming patrons performing a higher percentage of ATM transactions as compared to
credit card cash access transactions. Although the number of ATM transactions decreased by 1.3
million or 1.5%, the ATM revenue per transaction increased due to a higher average surcharge
assessed per ATM transaction. This increase in ATM revenue for 2009 was compounded by the
inclusion of three and seven months of operations, in 2009 but not in 2008, as a result of the 2008
acquisitions of CGS on April 1, 2008 and CSI on August 1, 2008, respectively.
Check services revenue for the year ended December 31, 2009 was $38.5 million, a decrease of
$3.8 million, or 9.1%, as compared to the year ended December 31, 2008. This decrease was primarily
attributable to the decrease in the number of check services transactions by 0.2 million or 3.1%
largely driven by the loss of customers in this segment. This decrease was partially offset by the
inclusion of three and seven months of operations, in 2009 but not in 2008, as a result of the 2008
acquisitions of CGS and CSI. Check services revenue was also impacted by a long-term trend whereby
consumers are moving from physical checks to electronic forms of transactions. As a result of this
trend and the roll-off of customers lost in 2009, we expect check services revenue to be lower in
2010 than it was in 2009.
Other revenues for the year ended December 31, 2009, were $13.9 million, an increase of $0.3
million, or 2.1%, as compared to the year ended December 31, 2008. This increase was primarily due
to additional revenue from GRS. We do not expect GRS to contribute material revenue to 2010 and
beyond.
We provide our cash access products and related services almost exclusively to gaming
establishments for the purpose of enabling gaming patrons to access cash. As a result, our business
depends on consumer demand for gaming.
Costs and Expenses
Cost of revenues (exclusive of depreciation and amortization) for the year ended December 31,
2009, was $501.8 million, an increase of $8.8 million, or 1.8%, as compared to the year ended
December 31, 2008. The increase was due primarily to increased commission-related expenses, which
are the single largest cost element of cost of revenues. The increase in commissions in 2009 was
due primarily to:
|
|
|
the additional commission expenses resulting from the CGS and CSI
acquisitions included in the first three and seven months of 2009 but not included in
the first three and seven months of 2008, respectively. |
|
|
|
the migration of transactions from credit card cash access transactions to
ATM transactions, which have a higher proportion of commission expense to revenue than
do credit card cash access transactions. |
44
Operating expenses exclusive of depreciation and amortization for the year ended December 31,
2009 were $76.0 million, a decrease of $8.0 million, or 9.5%, as compared to the year ended
December 31, 2008. The decrease in operating expenses was driven primarily to the elimination of
expenses that were assumed as part of the acquisitions of CGS and CSI. In 2009, we continued to
incur high external legal expenses driven by various litigation matters. External legal expenses
were approximately $5.1 million in 2009 as compared to $4.2 million in 2008.
During the fourth quarter of 2009, we received a final settlement check for the VISA
Check/Master Money Antitrust Litigation for $2.8 million, and in 2008, $0.4 million was received
related to the same matter. Monies received for the VISA Check/Master Money Antitrust Litigation
in 2009 and 2008 have been recognized as a reduction to operating expenses.
Depreciation and amortization expense for the year ended December 31, 2009 was $17.9 million,
an increase of $1.8 million, or 11.4%, as compared to the year ended December 31, 2008. This
increase was due primarily to the increase in depreciable assets and amortizing intangibles
resulting from the acquisitions of CGS and CSI.
Primarily as a result of the factors described above, operating income for the year ended
December 31, 2009 was $72.0 million, a decrease of $6.6 million or 8.4% as compared to the year
ended December 31, 2008.
Interest expense, net, was $18.0 million in 2009, a decrease of $9.9 million, or 35.6%, as
compared to 2008. The decrease resulted from significantly lower interest rates compared to the
prior period, lower average outstanding borrowings partially offset by a higher average draw on the
Bank of America Treasury Services Agreement (Treasury Services Agreement). The average balance
drawn on this agreement in 2009 was $358.7 million as compared to $319.2 million for the year ended
December 31, 2008. The lower interest rates resulted in substantially lower cash usage fees of
$2.1 million in 2009. Interest income was also lower due to lower interest rates earned on
invested cash balances during 2009 as compared to 2008.
Income tax expense was $20.6 million, a decrease of $2.8 million or 12% for the year ended
December 31, 2009 as compared to the year ended December 31, 2008. The provision for income tax
reflected an effective income tax rate of 38% for 2009 as compared to 46% for 2008. The decrease
in our effective income tax rate was primarily due to a decrease in the expense related to the
expiration on non-qualified stock options and their related impact on income tax. Such expenses
are not deductible for income tax purposes and therefore, their occurrence results in a relatively
higher effective income tax rate.
Primarily as a result of the foregoing, net income was $33.6 million for the year ended
December 31, 2009, an increase of $10.1 million or 42.8%, as compared to the prior year.
Critical Accounting Policies
The preparation of our financial statements in conformity with United States Generally
Accepted Accounting Principles (GAAP) requires us to make estimates and assumptions that affect
our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities in our consolidated financial statements. The SEC has defined a
companys critical accounting policies as the ones that are most important to the portrayal of the
financial condition and results of operations, and which require management to make its most
difficult and subjective judgments, often as a result of the need to make estimates about matters
that are inherently uncertain. Based on this definition, we have identified our critical accounting
policies as those addressed below. We also have other key accounting policies that involve the use
of estimates, judgments and assumptions. You should review the notes to our consolidated financial
statements for a summary of these policies. We believe that our estimates and assumptions are
reasonable, based upon information presently available; however, actual results may differ from
these estimates under different assumptions or conditions.
45
Goodwill. We have approximately $185.1 million in net unamortized goodwill on our consolidated
balance sheet at December 31, 2010 resulting from our acquisitions of other businesses. We account
for goodwill in accordance with Financial Accounting Standards Board (FASB) guidance, which
requires an annual review of goodwill and other non-amortizing intangible assets for impairment. Our most recent annual assessment was
performed as of October 1, 2010. It was determined that no impairment adjustment was necessary. The
annual evaluation of goodwill and other non-amortizing intangible assets requires the use of
estimates about future operating results of each reporting unit to determine their estimated fair
value. Changes in forecasted operations can materially affect these estimates, which could
significantly affect our results of operations.
Income Taxes. We are subject to income taxes in the United States as well as various states
and foreign jurisdictions in which we operate. We account for income taxes in accordance with FASB
guidance whereby deferred tax assets and liabilities are recognized for the expected future tax
consequences of events that have been included in the financial statements or income tax returns.
Deferred tax assets and liabilities are determined based upon differences between financial
statement carrying amounts of existing assets and their respective tax bases using enacted tax
rates expected to apply to taxable income in years in which those temporary differences are
expected to be recovered or settled. We also follow FASB guidance for the accounting for
uncertainty in income taxes as recognized in our consolidated financial statements. The effect on
the income tax provision and deferred tax assets and liabilities of a change in rates is recognized
in income in the period that includes the enactment date. We believe that it is more likely than
not that we will be able to utilize our deferred tax assets. Therefore we have not provided
material valuation allowances against our recorded deferred tax assets.
Revenue Recognition. We recognize revenue when evidence of an arrangement exists, services
have been rendered, our price is fixed or determinable and collectability is reasonably assured. We
evaluate our revenue streams for proper timing of revenue recognition.
Cash advance revenue is comprised of upfront patron transaction fees assessed at the time the
transaction is initiated and typically a percentage of the face amount of the credit card cash
access transaction. Cash advance revenue is recognized at the point that a negotiable instrument is
generated.
ATM revenue is comprised of upfront patron transaction fees assessed at the time the
transaction is initiated and a percentage of interchange fees paid by the patrons issuing bank.
These issuing banks share the interchange revenue, or reverse interchange, with us to cover the
costs we incur to acquire the ATM transaction. Upfront patron transaction fees are recognized when
a transaction is authorized and reverse interchange is recognized on a monthly basis.
Check services revenue is generally contractually based upon a percentage of the face amount
of total checks warranted. Check services revenue is recognized on a monthly basis.
Central Credit revenue is based upon either a flat monthly, unlimited usage fee or a variable
fee structure driven by the volume of patron credit histories generated. This revenue is recognized
on a monthly basis. Revenue derived from our patron marketing products and services is recognized
upon completion of services.
Western Money derives substantially all of its revenue from the sale of cash access devices
such as jackpot and redemption kiosks and derives the balance of its revenue from the provision of
certain professional services, software licensing, and certain other ancillary fees associated with
the sale of, installation and operation of those devices. Revenue is recognized as products are
delivered and/or services are performed.
Recently Issued Accounting Pronouncements
In January 2010, the FASB issued an update to the Fair Value Measurements and Disclosures
topic as reflected in the Codification. This update adds new requirements for disclosures about
transfers into and out of Levels 1 and 2 and a higher level of disaggregation for the different
types of financial instruments. For the reconciliation of Level 3 fair value measurements,
information about purchases, sales, issuances and settlements should be presented separately. This
guidance is effective for the Company beginning December 15, 2009, for most disclosures and for
periods beginning after December 15, 2010, for the new Level 3 disclosures.
46
Liquidity and Capital Resources
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2010 and 2009,
respectively:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
Net cash provided by operating activities |
|
$ |
68,898 |
|
|
$ |
90,963 |
|
Net cash used in investing activities |
|
|
(24,492 |
) |
|
|
(7,235 |
) |
Net cash used in financing activities |
|
|
(68,845 |
) |
|
|
(74,425 |
) |
Net effect of exchange rates on cash and cash equivalents |
|
|
307 |
|
|
|
(1,683 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)increase in cash and cash equivalents |
|
|
(24,132 |
) |
|
|
7,620 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTSBeginning of period |
|
|
84,768 |
|
|
|
77,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTSEnd of period |
|
$ |
60,636 |
|
|
$ |
84,768 |
|
|
|
|
|
|
|
|
Our principal source of liquidity is cash flows from operating activities, which were $68.9
million and $91.0 million for the years ended December 31, 2010 and 2009, respectively. Cash flows
from operating activities decreased approximately $22.1 million. Changes in working capital
increased cash flow from operations by approximately $21.0 million and $22.0 million for the years
ended December 31, 2010 and 2009. Non-cash expenses include $30.6 million and $35.5 million for the
years ended December 31, 2010 and 2009, respectively.
Net cash used in investing activities totaled $24.5 million and $7.2 million for the years
ended December 31, 2010 and 2009, respectively, an increase of $17.3 million. In 2010, we acquired
Western Money for $15.4 million. We had no acquisitions in 2009. We also had capital expenditures
in 2010 of $9.1 million and $7.2 million in 2009.
Net cash used in financing activities was $68.8 million and $74.4 million for the years ended
December 31, 2010 and 2009, respectively. During the year ended December 31, 2010, we repaid $25.0
million against our senior subordinated debt and $16.0 million against our credit facilities as
compared to repayment of $16.0 million of our credit facilities in 2009. In 2010, the Company
repurchased $33.5 million worth of shares of common stock as compared to $61.3 million in 2009.
(See Note 8 Capital Stock to our financial statements for a detailed explanation of our repurchases
of common stock.)
Borrowings
Second Amended and Restated Credit Agreement and Notes
On November 1, 2006, GCA and Holdings entered into a Second Amended and Restated Credit
Agreement with certain lenders, Bank of America, as Administrative Agent and Wachovia Bank, N.A.,
as Syndication Agent (the Second Amended and Restated Credit Agreement). The Second Amended and
Restated Credit Agreement amended and restated the First Amended and Restated Credit Agreement that
previously governed the terms of GCAs existing senior secured credit facilities to provide for a
$100.0 million term loan facility and a $100.0 million five-year revolving credit facility, with a
$25.0 million letter of credit sublimit and a $5.0 million swingline loan sublimit. The Second
Amended and Restated Credit Agreement also contained an increase option permitting GCA to arrange
with existing lenders and/or new lenders for them to provide up to an aggregate of $150.0 million
in additional term loan or revolving credit commitments.
The Second Amended and Restated Credit Agreement significantly amended and restated the terms
of the First Amended and Restated Credit Agreement to, among other things, reduce the rate at which
interest accrues on certain borrowings under the senior secured credit facilities and modify
certain other terms, conditions, provisions and covenants in connection with the senior secured
credit facilities.
47
Principal,
together with accrued and unpaid interest, was due on the maturity date, November 1,
2011. GCA had the right to prepay the loans and terminate the commitments at any time, without premium or
penalty, subject to certain qualifications set forth in the Second Amended and Restated Credit
Agreement. Furthermore, the Second Amended and Restated Credit
Agreement contained mandatory
prepayment provisions which, under certain circumstances, obligated GCA to apply defined portions of
its cash flow to prepayment of the senior secured credit facilities.
Pursuant to the
Second Amended and Restated Credit Agreement, the senior secured credit
facilities were secured by substantially all of the assets of the Company, GCA
and GCAs
wholly-owned domestic subsidiaries other than Arriva Card, Inc. (Arriva), and
were guaranteed by the Company and all of GCAs wholly-owned domestic subsidiaries other
than Arriva.
The Second
Amended and Restated Credit Agreement contained customary affirmative and negative
covenants, financial covenants, representations and warranties and events of defaults, which are
subject to important exceptions and qualifications, as set forth in the Second Amended and Restated
Credit Agreement.
On March 10, 2004, GCA completed a private placement offering of $235.0 million of 8.75%
senior subordinated notes due 2012 (the Notes). All of GCAs existing and future domestic wholly
owned subsidiaries are guarantors of the Notes on a senior subordinated basis. In addition,
effective upon the closing of our initial public offering of common stock, Holdings guaranteed, on
a subordinated basis, all of GCAs obligations under the Notes.
Interest on the Notes accrues based upon a 360-day year comprised of twelve 30-day months and
is payable semiannually on March 15th and September 15th. On October 31, 2005, $82.3 million or 35%
of these Notes were redeemed at a price of 108.75% of face, out of the net proceeds from our
initial public offering. GCA may redeem all or a potion of the Notes at redemption prices of
104.375%, on or after March 15, 2008, 102.19% on or after March 15, 2009, or 100.00% on or after
March 15, 2010. On May 3, 2010, GCA redeemed prior to their maturity $25.0 million in the
aggregate principal amount of the Notes at a redemption price of 100% of the principal amount of
such Notes. As of December 31, 2010, the Company had $127.8 million in borrowings outstanding
under the indenture governing the Notes.
The following is a summary of our contractual cash obligations as of December 31, 2010,
including the Notes and under the Second Amended and Restated Credit Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 - 3 |
|
|
4 - 5 |
|
|
After |
|
Contractual Cash Obligations |
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
5 Years |
|
(amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
$ |
208,750 |
|
|
$ |
81,000 |
|
|
$ |
127,750 |
|
|
$ |
|
|
|
$ |
|
|
Estimated interest obligations (1) |
|
|
14,447 |
|
|
|
12,118 |
|
|
|
2,329 |
|
|
|
|
|
|
|
|
|
Operating lease obligations |
|
|
2,722 |
|
|
|
809 |
|
|
|
1,071 |
|
|
|
587 |
|
|
|
255 |
|
Purchase obligations (2) |
|
|
3,226 |
|
|
|
1,288 |
|
|
|
1,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash obligations (3) |
|
$ |
229,145 |
|
|
$ |
95,215 |
|
|
$ |
133,088 |
|
|
$ |
587 |
|
|
$ |
255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Estimated interest payments are computed using the interest rate in effect at December 31,
2010 multiplied by the principal balance outstanding after scheduled principal amortization
payments. For the senior secured credit facility and the senior subordinated notes the rates
assumed are 1.39% and 8.75%, respectively. |
|
(2) |
|
Included in purchase obligations are minimum transaction processing services from various
third-party processors that we use. |
|
(3) |
|
On March 1, 2011 we refinanced all of our indebtedness under the Second Amended and Restated
Credit Agreement as well as defeased the Notes as described below. The required principal
payments under the New Senior Credit Facility will be $525,000 per quarter beginning June 2011 and also will require an excess cash flow payment that is based on full year end earnings
and our leverage ratio in effect at that time. |
48
On March 1, 2011, the Company refinanced all of its indebtedness outstanding under the Second
Amended and Restated Credit Agreement and defeased its obligations under the senior subordinated
notes with proceeds from the New Senior Credit Facility as described below.
New Senior Credit Facility
On March 1, 2011, GCA, together with its sole stockholder, Holdings entered into a Credit
Agreement (the Credit Agreement) with certain lenders, Deutsche Bank Trust Company Americas, as
Administrative Agent and Wells Fargo Securities, LLC., as Syndication Agent. The New Senior Credit
Facility established by the Credit Agreement provides for a $210.0 million term loan facility and a $35.0 million revolving credit
facility. The revolving credit facility includes provisions for the issuance of up to $10.0 million
of letters of credit and up to $5.0 million in swingline loans. The Credit Agreement also contains
an increase option permitting GCA to arrange with existing lenders and/or new lenders for them to
provide up to an aggregate of $50.0 million in additional term loan commitments. All $210 million
of available borrowings under the term loan facility were borrowed concurrent with the
establishment of the New Senior Credit Facility. Once repaid, no amounts under the term loan
facility may be reborrowed. In addition, $4 million of available borrowings under the revolving
credit facility were borrowed concurrent with the establishment of the New Senior Credit Facility.
Once repaid, amounts under the revolving credit facility may be reborrowed.
The
term loan requires principal repayments of one quarter of 1% of the aggregate initial
principal amount of term loans, or $525,000 per quarter as well as annual mandatory prepayment
provisions based on an excess cash flow sweep equal to a fixed percentage of excess cash flow (as
defined in the Credit Agreement). The remaining principal is due on the maturity date, March 1,
2016. GCA may prepay the loans and terminate the commitments at any time after the first year,
without premium or penalty, subject to certain qualifications set forth in the Credit Agreement.
Furthermore, the Credit Agreement contains mandatory prepayment provisions which, under certain
circumstances, such as asset or equity sales, obligate GCA to apply defined portions of its cash
flow to prepayment of the New Senior Credit Facility.
Borrowings under the New Senior Credit Facility bear interest at either (x) a specified base
rate plus a 4.50% margin, or (y) LIBOR plus a 5.5% margin. The base rate minimum is 2.50% and the
LIBOR minimum is 1.50%. Interest in respect of base rate loans is payable quarterly in arrears and
interest in respect of LIBOR loans is payable in arrears at the end of the applicable interest
period and every three months in the case of interest periods in excess of three months. Interest
is also payable at the time of repayment of any loans and at maturity.
The New Senior Credit Facility is unconditionally guaranteed by the Holdings and each direct
and indirect domestic subsidiary of GCA. All amounts owing under the New Senior Credit Facility are
secured by a first priority perfected security interest in all stock (but only 65% of the stock of foreign subsidiaries), other equity interests and
promissory notes owned by GCA and a first priority perfected security interest in all other
tangible and intangible assets owned by GCA and the guarantors.
The Credit Agreement contains customary affirmative and negative covenants, financial
covenants, representations and warranties and events of defaults.
49
The significant financial covenants are:
Interest Coverage Ratio (as defined in the Credit Agreement)
|
|
|
|
|
Fiscal Quarter Ended |
|
Ratio |
|
March 31, 2011 - June 30 2011 |
|
|
2.50:1.00 |
|
September 30, 2011 - December 31, 2011 |
|
|
2.75:1.00 |
|
March 31, 2012 - December 31, 2012 |
|
|
3.00:1.00 |
|
March 31, 2013 - December 31, 2013 |
|
|
3.25:1.00 |
|
March 31, 2014 - December 31, 2014 |
|
|
3.50:1.00 |
|
Thereafter |
|
|
3.75:1.00 |
|
Total Leverage Ratio (as defined in the Credit Agreement)
|
|
|
|
|
Anytime in Period Ended |
|
Ratio |
|
March 31, 2011 - December 30, 2011 |
|
|
4.25:1.00 |
|
December 31, 2011 - March 30, 2012 |
|
|
4.00:1.00 |
|
March 31, 2012 - September 30, 2012 |
|
|
3.75:1.00 |
|
September 30, 2012 - March 30, 2015 |
|
|
3.25:1.00 |
|
Thereafter |
|
|
2.75:1.00 |
|
Excess Cash Flow Sweep (1)
|
|
|
|
|
If Total Leverage: |
|
Sweep percentage |
|
is greater than 2.50:1.00 |
|
|
50 |
% |
is less than 2.50:1.00 but greater than 1.50:1.00 |
|
|
25 |
% |
is less than 1.50:1.00 |
|
|
0 |
% |
|
|
|
(1) |
|
GCA is required to pay a percentage of Excess Cash Flow, as defined in the Credit Agreement,
which is based upon the Total Leverage Ratio, as defined in the Credit Agreement. |
Deferred Tax Asset
As of December 31, 2010, the Company had a net deferred income tax asset of $131.5 million. We
recognized a deferred tax asset upon our conversion from a limited liability company to a
corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members
of the limited liability company. The principal component of the deferred tax asset is a difference
between our assets for financial accounting and tax purposes. This difference results from a
significant balance of acquired goodwill of approximately $687 million that was generated as part
of the conversion to a corporation plus approximately $98 million in pre-existing goodwill carried
over from periods prior to the conversion. Both of these assets are recorded for tax purposes but
not for financial accounting purposes. They are amortized over 15 years for tax purposes, using the
Companys current earnings, this results in annual pretax income being approximately $52.3 million
lower for tax purposes than for financial accounting purposes. At an estimated blended domestic
effective tax rate of 36.4%, this results in tax payments being at a maximum of approximately $19.0
million less than the provision for income taxes shown on the income statement for financial
accounting purposes. Given the Companys current estimates, this is an expected aggregate of $158.6
million in cash savings over the remaining life of the portion of our deferred tax asset related to
the conversion. These deferred tax assets may be subject to certain limitations. We believe that
it is more likely than not that we will be able to utilize our deferred tax asset. However, the utilization of this tax asset is subject to many factors
beyond our control including our earnings, a change of control of the Company and future
estimations of earnings.
50
Other Liquidity Needs and Resources
In November 2010, we entered into a Contract Cash Solutions Agreement with Wells Fargo to
supply us with currency needed for normal operating requirements of our domestic ATMs. The maximum
allowable average daily limit is $400 million, but Wells Fargo has agreed to allow us to exceed
this amount by $50 million on a calendar day but not more than four times per calendar year and
subject to certain additional conditions and limitations. On December 17, 2010, we terminated the
Amended Treasury Services Agreement with Bank of America, our vault cash provider for a significant
portion of 2010. Under the terms of the Contract Cash Solutions Agreement and the Amended Treasury
Services Agreement, we paid a monthly cash usage fee based upon the product of the average daily
dollars outstanding in all ATMs multiplied by a contractually defined cash usage rate. This cash
usage rate is determined by an applicable LIBOR plus a mutually agreed upon margin. We are
therefore exposed to interest rate risk to the extent that applicable LIBOR increases. On December
31, 2010, the currency supplied by Wells Fargo pursuant to the Contract Cash Solutions Agreement
was $368.4 million.
We also need supplies of cash to support our foreign operations. For some foreign
jurisdictions, such as the United Kingdom, applicable law and cross-border treaties allow us to
transfer funds between our domestic and foreign operations efficiently. For other foreign
jurisdictions, we must rely on the supply of cash generated by our operations in those foreign
jurisdictions, and the cost of repatriation is prohibitive. For example, Global Cash Access
(Canada) Inc. (GCA Canada), the subsidiary through which we operate in Canada, generates a supply
of cash that is sufficient to support its operations, and all cash generated through such
operations is retained by GCA Canada. As we expand our operations into new foreign jurisdictions,
we must rely on treaty-favored cross-border transfers of funds, the supply of cash generated by our
operations in those foreign jurisdictions or alternate sources of working capital.
We believe that borrowings available under the New Senior Credit Facility, together with our
anticipated operating cash flows, will be adequate to meet our anticipated future requirements for
working capital, capital expenditures and scheduled interest payments. Although no additional
financing is currently contemplated, we may seek, if necessary or otherwise advisable and to the
extent permitted under the terms of the New Senior Credit Facility, additional financing through
bank borrowings or public or private debt or equity financings. We cannot ensure that additional
financing, if needed, will be available to us, or that, if available, the financing will be on
terms favorable to us. The terms of any additional debt or equity financing that we may obtain in
the future could impose additional limitations on our operations and/or management structure. We
also cannot ensure that the estimates of our liquidity needs are accurate or that new business
developments or other unforeseen events will not occur, resulting in the need to raise additional
funds.
Off-Balance Sheet Arrangements
In November 2010, we entered into the Contract Cash Solutions Agreement with Wells Fargo to
supply us with currency needed for normal operating requirements of our domestic ATMs. On December
17, 2010, we terminated the Amended Treasury Services Agreement with Bank of America, our vault
cash provider for a significant portion of 2010. Under the terms of the Contact Cash Solutions
Agreement and the Amended Treasury Services Agreement, all currency supplied by Wells Fargo and
Bank of America, respectively remains the sole property of Wells Fargo and Bank of America at all
times until it is dispensed, at which time Wells Fargo or Bank of America obtain an interest in the
corresponding settlement receivable. Because the cash supplied to us under the Contract Cash
Solutions Agreement and Amended Treasury Services Agreement is never an asset of ours, supplied
cash is not reflected on our balance sheet. At December 31, 2010, the total currency obtained from
Wells Fargo under the Contract Cash Solutions Agreement pursuant to this agreement was $368.4
million. Because Wells Fargo obtains an interest in our settlement receivables, there is no
liability corresponding to the supplied cash reflected on our balance sheet. The fees that we paid
to Wells Fargo and Bank of America for cash usage during the year pursuant to the Contract Cash
Solutions Agreement and Amended Treasury Services Agreement are reflected as interest expense in
our financial statements due to the following considerations:
|
|
|
the Contract Cash Solutions Agreement and Amended Treasury Services Agreement
operate in a fashion similar to a revolving line of credit, in that amounts are drawn and repaid on a daily
basis; |
|
|
|
the resource being procured by the Company under the terms of the Contract Cash
Solutions Agreement and Amended Treasury Services Agreement is a financial resource and in
the absence of such an arrangement, the Company would be required to obtain sufficient
alternative financing either on balance sheet or off balance sheet in order to meet its
financial obligations; |
|
|
|
the fees of the Contract Cash Solutions Agreement and Amended Treasury Services
Agreement are assessed on the outstanding balance during the applicable period and include
a base rate which is tied to LIBOR and a margin, similar to a credit spread; and |
|
|
|
the fees incurred by the Company under the Contract Cash Solutions Agreement
and Amended Treasury Services Agreement are a function of both the prevailing rate of LIBOR
as dictated by the capital markets and the average outstanding balance during the
applicable period as previously noted. The fees do not vary with revenue or any other
underlying driver of revenue such as transaction count or dollars processed as is the case
with all costs classified as cost of revenue such as interchange expense, and processing
fees. |
51
The Company also includes the fees paid under the Contract Cash Solutions Agreement and
Amended Treasury Services Agreement as interest in its calculation of the ratio to fixed charges in
Item 15 Exhibits.
As of December 13, 2010, we rely on Wells Fargo to supply cash for substantially all of our
domestic ATMs. Under the Contract Cash Solutions Agreement, Wells Fargo is not obligated to supply
us with more than $400 million in cash at any given time, however, to satisfy our ATM cash supply
needs, Wells Fargo has agreed to supply us with up to $50 million in excess of this limit for a
calendar day up to four times per calendar year and subject to certain additional conditions and
limitations. To the extent that Wells Fargo is unable to supply us with cash either to satisfy our
agreement with Wells Fargo or in excess of the $400 million, due to liquidity constraints or
otherwise, we would have to obtain an alternate source of cash. Foreign gaming establishments
supply the currency needs for the ATMs located on their premises.
As of December 31, 2010, we had approximately $2.8 million in standby letters of credit
outstanding relating to our obligations under our amended and restated sponsorship agreement with
Bank of America and relating to certain licensing requirements.
Effects of Inflation
Our monetary assets, consisting primarily of cash and receivables, are not significantly
affected by inflation. Our non-monetary assets, consisting primarily of our deferred tax asset,
goodwill and other intangible assets, are not affected by inflation. We believe that replacement
costs of equipment, furniture and leasehold improvements will not materially affect our operations.
However, the rate of inflation affects our operating expenses, such as those for salaries and
benefits, armored carrier expenses, telecommunications expenses and equipment repair and
maintenance services, which may not be readily recoverable in the financial terms under which we
provide our cash access products and services to gaming establishments and their patrons.
52
|
|
|
ITEM 7A. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
In the normal course of business, we are exposed to foreign currency exchange risk. We operate
and conduct business in foreign countries and, as a result, are exposed to movements in foreign
currency exchange rates. Our exposure to foreign currency exchange risk related to our foreign
operations is not material to our results of operations, cash flows or financial position. At
present, we do not hedge this risk. At present, we do not hold any derivative securities of any
kind.
In November 2010, we entered into a Contract Cash Solutions Agreement with Wells Fargo to
supply us with currency needed for normal operating requirements of our domestic ATMs. The maximum
allowable average daily limit is $400 million, but Wells Fargo has agreed to allow us to exceed
this amount by $50 million on a calendar day but not more than four times per calendar year. On
December 17, 2010, we terminated the Amended Treasury Services Agreement with Bank of America, our
vault cash provider for a significant portion of 2010. Under the terms of the Contract Cash Solutions Agreement and the Amended Treasury Services Agreement, we
paid a monthly cash usage fee based upon the product of the average daily dollars outstanding in
all ATMs multiplied by a contractually defined cash usage rate. This cash usage rate is determined
by an applicable LIBOR plus a mutual agreed upon margin. We are therefore exposed to interest rate
risk to the extent that applicable LIBOR increases. On December 31, 2010, the currency supplied by
Wells Fargo pursuant to the Contract Cash Solutions Agreement was $368.4 million. Based upon the
average outstanding amount of currency to be supplied by during 2010, which was $337.8 million,
each 1% increase in applicable LIBOR would have a $3.4 million impact on income before taxes and
minority ownership loss over a 12-month period.
Our senior secured credit facilities under the Second Amended and Restated Credit Agreement
bore interest at rates that can vary over time. We had the option of having interest on the
outstanding amounts under these credit facilities paid based on a base rate (equivalent to the
prime rate) or based on the Eurodollar rate (equivalent to LIBOR). We have historically elected to
pay interest based on the one month United States dollar LIBOR. At December 31, 2010, the weighted average interest
expense, inclusive of the applicable margin of 112.5 basis points, was 1.386%. Based on the
outstanding balance on the senior secured credit facility of $81.0 million on December 31, 2010,
each 1% increase in the applicable LIBOR would add an additional $0.8 million of interest expense
over a 12-month period. At December 31, 2010, we had $0 drawn under the revolving credit portion.
53
|
|
|
ITEM 8. |
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Global Cash Access Holdings, Inc.
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheets of Global Cash Access Holdings, Inc.
and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated
statements of income and comprehensive income, stockholders equity, and cash flows for each of the
three years in the period ended December 31, 2010. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of Global Cash Access Holdings, Inc. and subsidiaries at December 31, 2010
and 2009, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2010, in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Companys internal control over financial reporting as of December 31,
2010, based on the criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14,
2011 expressed an unqualified opinion on the Companys internal control over financial reporting.
/s/ Deloitte & Touche LLP
Las Vegas, NV
March 14, 2011
55
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
60,636 |
|
|
$ |
84,768 |
|
Restricted cash and cash equivalents |
|
|
455 |
|
|
|
369 |
|
Settlement receivables |
|
|
10,374 |
|
|
|
11,001 |
|
Other receivables, net |
|
|
15,211 |
|
|
|
24,523 |
|
Inventory |
|
|
3,845 |
|
|
|
|
|
Prepaid and other assets |
|
|
8,200 |
|
|
|
10,415 |
|
Property, equipment and leasehold improvements, net |
|
|
16,648 |
|
|
|
19,419 |
|
Goodwill, net |
|
|
185,110 |
|
|
|
174,354 |
|
Other intangibles, net |
|
|
26,368 |
|
|
|
28,154 |
|
Deferred income taxes, net |
|
|
131,547 |
|
|
|
148,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
458,394 |
|
|
$ |
501,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Settlement liabilities |
|
$ |
59,741 |
|
|
$ |
61,313 |
|
Accounts payable |
|
|
28,562 |
|
|
|
28,482 |
|
Accrued expenses |
|
|
17,863 |
|
|
|
16,813 |
|
Borrowings |
|
|
208,750 |
|
|
|
249,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
314,916 |
|
|
|
356,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (NOTE 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 500,000 shares authorized and
85,006 and 83,344 shares issued and outstanding at December 31, 2010
and 2009, respectively |
|
|
85 |
|
|
|
83 |
|
Convertible preferred stock, $0.001 par value, 50,000 shares
authorized and 0 shares outstanding at December 31, 2010
and 2009, respectively |
|
|
|
|
|
|
|
|
Additional paid in capital |
|
|
197,048 |
|
|
|
183,486 |
|
Retained earnings |
|
|
88,796 |
|
|
|
71,302 |
|
Accumulated other comprehensive income |
|
|
2,587 |
|
|
|
2,190 |
|
Treasury stock, at cost, 20,626 and 15,404 shares at December 31, 2010
and 2009, respectively |
|
|
(145,038 |
) |
|
|
(111,564 |
) |
|
|
|
|
|
|
|
Total Global Cash Access Holdings, Inc. stockholders equity |
|
|
143,478 |
|
|
|
145,497 |
|
|
|
|
|
|
|
|
Non-controlling interest |
|
|
|
|
|
|
(88 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
143,478 |
|
|
|
145,409 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
458,394 |
|
|
$ |
501,767 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
56
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
(amounts in thousands, except earnings per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
244,139 |
|
|
$ |
289,314 |
|
|
$ |
326,476 |
|
ATM |
|
|
314,627 |
|
|
|
325,953 |
|
|
|
289,122 |
|
Check services |
|
|
28,357 |
|
|
|
38,525 |
|
|
|
42,366 |
|
Central Credit and other revenues |
|
|
18,467 |
|
|
|
13,928 |
|
|
|
13,644 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
605,590 |
|
|
|
667,720 |
|
|
|
671,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of depreciation and amortization) |
|
|
(463,045 |
) |
|
|
(501,810 |
) |
|
|
(492,974 |
) |
Operating expenses |
|
|
(73,720 |
) |
|
|
(76,005 |
) |
|
|
(83,962 |
) |
Depreciation and amortization |
|
|
(16,195 |
) |
|
|
(17,851 |
) |
|
|
(16,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
|
52,630 |
|
|
|
72,054 |
|
|
|
78,646 |
|
INTEREST EXPENSE, NET |
|
|
(16,329 |
) |
|
|
(17,960 |
) |
|
|
(27,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAX PROVISION |
|
|
36,301 |
|
|
|
54,094 |
|
|
|
50,758 |
|
INCOME TAX PROVISION |
|
|
(18,751 |
) |
|
|
(20,556 |
) |
|
|
(23,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax |
|
|
17,550 |
|
|
|
33,538 |
|
|
|
27,409 |
|
Income (loss) from discontinued operations, net of tax |
|
|
|
|
|
|
44 |
|
|
|
(3,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
17,550 |
|
|
|
33,582 |
|
|
|
23,470 |
|
|
|
|
|
|
|
|
|
|
|
Plus: net (income) loss attributable to non-controlling interest |
|
|
(56 |
) |
|
|
56 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Global Cash Access Holdings, Inc. and subsidiaries |
|
|
17,494 |
|
|
|
33,638 |
|
|
|
23,556 |
|
Foreign currency translation, net of tax |
|
|
397 |
|
|
|
947 |
|
|
|
(1,465 |
) |
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
17,891 |
|
|
$ |
34,585 |
|
|
$ |
22,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.27 |
|
|
$ |
0.45 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.27 |
|
|
$ |
0.45 |
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.26 |
|
|
$ |
0.45 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.26 |
|
|
$ |
0.45 |
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
65,903 |
|
|
|
74,232 |
|
|
|
76,787 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
67,272 |
|
|
|
75,356 |
|
|
|
76,796 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
57
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
(amounts in thousands, except shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Equity |
|
|
Equity |
|
|
|
|
|
|
Common Stock - Series A |
|
|
Additional |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Attributable |
|
|
Attributable |
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Paid in |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
to GCA |
|
|
to Non Controlling |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Income |
|
|
Treasury Stock |
|
|
Holdings, Inc. |
|
|
Interest |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEDecember 31, 2007 |
|
|
82,981,712 |
|
|
$ |
83 |
|
|
$ |
163,070 |
|
|
$ |
14,103 |
|
|
$ |
2,708 |
|
|
$ |
(41,668 |
) |
|
$ |
138,296 |
|
|
$ |
135 |
|
|
$ |
138,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,556 |
|
|
|
|
|
|
|
|
|
|
|
23,556 |
|
|
|
(86 |
) |
|
|
23,470 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,465 |
) |
|
|
|
|
|
|
(1,465 |
) |
|
|
|
|
|
|
(1,465 |
) |
Share-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
9,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,049 |
|
|
|
|
|
|
|
9,049 |
|
Restricted stock grants |
|
|
5,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock cancellations |
|
|
(26,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury share repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,233 |
) |
|
|
(8,233 |
) |
|
|
|
|
|
|
(8,233 |
) |
Restricted share vesting
withholdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(325 |
) |
|
|
(325 |
) |
|
|
|
|
|
|
(325 |
) |
Minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49 |
) |
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEDecember 31, 2008 |
|
|
82,961,129 |
|
|
$ |
83 |
|
|
$ |
172,119 |
|
|
$ |
37,659 |
|
|
$ |
1,243 |
|
|
$ |
(50,226 |
) |
|
$ |
160,878 |
|
|
$ |
|
|
|
$ |
160,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,638 |
|
|
|
|
|
|
|
|
|
|
|
33,638 |
|
|
|
(56 |
) |
|
|
33,582 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
947 |
|
|
|
|
|
|
|
947 |
|
|
|
|
|
|
|
947 |
|
Share-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
8,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,454 |
|
|
|
|
|
|
|
8,454 |
|
Exercise of options |
|
|
432,116 |
|
|
|
|
|
|
|
2,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,913 |
|
|
|
|
|
|
|
2,913 |
|
Restricted stock cancellations |
|
|
(54,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share accelerations |
|
|
4,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury share repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,159 |
) |
|
|
(61,159 |
) |
|
|
|
|
|
|
(61,159 |
) |
Restricted share vesting
withholdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(179 |
) |
|
|
(179 |
) |
|
|
|
|
|
|
(179 |
) |
Minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32 |
) |
|
|
(32 |
) |
Other |
|
|
1,363 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEDecember 31, 2009 |
|
|
83,344,492 |
|
|
$ |
83 |
|
|
$ |
183,486 |
|
|
$ |
71,302 |
|
|
$ |
2,190 |
|
|
$ |
(111,564 |
) |
|
$ |
145,497 |
|
|
$ |
(88 |
) |
|
$ |
145,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,494 |
|
|
|
|
|
|
|
|
|
|
|
17,494 |
|
|
|
56 |
|
|
|
17,550 |
|
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
397 |
|
|
|
|
|
|
|
397 |
|
|
|
|
|
|
|
397 |
|
Share-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
7,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,935 |
|
|
|
|
|
|
|
7,935 |
|
Exercise of options |
|
|
1,200,402 |
|
|
|
1 |
|
|
|
5,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,630 |
|
|
|
|
|
|
|
5,630 |
|
Treasury share repurchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,675 |
) |
|
|
(32,675 |
) |
|
|
|
|
|
|
(32,675 |
) |
Restricted share vesting withholdings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(799 |
) |
|
|
(799 |
) |
|
|
|
|
|
|
(799 |
) |
Restricted shares vested |
|
|
461,552 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
Minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
32 |
|
Other |
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCEDecember 31, 2010 |
|
|
85,006,446 |
|
|
$ |
85 |
|
|
$ |
197,048 |
|
|
$ |
88,796 |
|
|
$ |
2,587 |
|
|
$ |
(145,038 |
) |
|
$ |
143,478 |
|
|
$ |
|
|
|
$ |
143,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
58
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,550 |
|
|
$ |
33,582 |
|
|
$ |
23,470 |
|
Adjustments to reconcile net income to
cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of financing costs |
|
|
973 |
|
|
|
973 |
|
|
|
973 |
|
Amortization of intangibles |
|
|
6,872 |
|
|
|
8,196 |
|
|
|
6,802 |
|
Depreciation |
|
|
9,323 |
|
|
|
9,740 |
|
|
|
9,418 |
|
(Gain) loss on sale or disposal of assets |
|
|
(366 |
) |
|
|
139 |
|
|
|
|
|
Provision for bad debts |
|
|
5,908 |
|
|
|
7,955 |
|
|
|
17,565 |
|
Stock-based compensation |
|
|
7,935 |
|
|
|
8,454 |
|
|
|
9,050 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Settlement receivables |
|
|
1,660 |
|
|
|
9,220 |
|
|
|
16,425 |
|
Other receivables, net |
|
|
2,757 |
|
|
|
(11,850 |
) |
|
|
4,281 |
|
Inventory |
|
|
814 |
|
|
|
|
|
|
|
|
|
Prepaid and other assets |
|
|
1,567 |
|
|
|
577 |
|
|
|
(1,400 |
) |
Deferred income taxes |
|
|
17,505 |
|
|
|
19,578 |
|
|
|
20,677 |
|
Settlement liabilities |
|
|
(2,655 |
) |
|
|
13,505 |
|
|
|
(30,649 |
) |
Accounts payable |
|
|
(715 |
) |
|
|
(7,528 |
) |
|
|
8,393 |
|
Accrued expenses |
|
|
(230 |
) |
|
|
(1,578 |
) |
|
|
(13,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
68,898 |
|
|
|
90,963 |
|
|
|
71,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Western Money Systems acquisition, net of cash |
|
|
(15,354 |
) |
|
|
|
|
|
|
|
|
Certegy Gaming Services, Inc. acquisition, net of cash |
|
|
|
|
|
|
|
|
|
|
(20,783 |
) |
Cash Systems, Inc. acquisition, net of cash |
|
|
|
|
|
|
(38 |
) |
|
|
(30,098 |
) |
Purchase of property, equipment and leasehold improvements
and other intangibles |
|
|
(9,051 |
) |
|
|
(7,216 |
) |
|
|
(8,819 |
) |
Changes in restricted cash and cash equivalents |
|
|
(87 |
) |
|
|
19 |
|
|
|
992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(24,492 |
) |
|
|
(7,235 |
) |
|
|
(58,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of senior subordinated debt |
|
|
(25,000 |
) |
|
|
|
|
|
|
|
|
Borrowings under credit facility |
|
|
|
|
|
|
|
|
|
|
121,000 |
|
Repayments under credit facility |
|
|
(16,000 |
) |
|
|
(16,000 |
) |
|
|
(118,730 |
) |
Proceeds from exercise of stock options |
|
|
5,629 |
|
|
|
2,913 |
|
|
|
|
|
Purchase of treasury stock |
|
|
(33,474 |
) |
|
|
(61,338 |
) |
|
|
(9,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(68,845 |
) |
|
|
(74,425 |
) |
|
|
(7,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS |
|
$ |
307 |
|
|
$ |
(1,683 |
) |
|
$ |
686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
(24,132 |
) |
|
|
7,620 |
|
|
|
6,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTSBeginning of period |
|
|
84,768 |
|
|
|
77,148 |
|
|
|
71,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTSEnd of period |
|
$ |
60,636 |
|
|
$ |
84,768 |
|
|
$ |
77,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(continued) |
See notes to consolidated financial statements.
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
15,922 |
|
|
$ |
17,634 |
|
|
$ |
29,459 |
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
689 |
|
|
$ |
3,795 |
|
|
$ |
617 |
|
|
|
|
|
|
|
|
|
|
|
Difference in timing of treasury share purchases |
|
$ |
|
|
|
$ |
|
|
|
$ |
929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH TRANSACTIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of other intangibles |
|
$ |
1,500 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
60
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND BASIS OF PRESENTATION
Global Cash Access Holdings, Inc. is a holding company, the principal asset of which is the
capital stock of Global Cash Access, Inc. Unless otherwise indicated, the terms the Company,
Holdings, we, us and our refer to Global Cash Access Holdings, Inc. together with its
consolidated subsidiaries. Holdings, was formed on February 4, 2004, for the purpose of holding all
of the outstanding capital stock of Global Cash Access, Inc. (GCA) and to guarantee the
obligations under our senior secured credit facilities.
The Company is a provider in the United States and several international jurisdictions of cash
access products and data intelligence services and solutions to the gaming industry. The Companys
services and solutions provide gaming establishment patrons access to cash through a variety of
methods, including automated teller machine (ATM) cash withdrawals, credit card cash access
transactions, point-of-sale (POS) debit card cash access transactions, check verification and
warranty services and money transfers. In addition, the Company also provides products and services
that improve credit decision-making, automate cash operations and enhance patron marketing
activities for gaming establishments. These services are provided to patrons at gaming
establishments directly by GCA or through one of its subsidiaries.
The Company also owns and operates a credit reporting agency for the gaming industry through a
wholly-owned subsidiary, Central Credit LLC (Central Credit), which provides credit information
services and credit reporting history on gaming patrons to various gaming establishments. Central
Credit operates in both international and domestic gaming markets.
In
April 2008, we completed the acquisition of Certegy Gaming
Services, Inc. (CGS), an enterprise
providing cash access and check products and services to the gaming industry similar to GCA. The
results of operations of CGS have been reflected in the applicable business segment financial
information following this acquisition. In August 2008, we completed the acquisition of Cash
Systems, Inc. (CSI), a provider of cash access and related services to the gaming industries
similar to GCA. The results of operations of CSI have been reflected in the applicable business
segment financial information following this acquisition. In May 2010, we completed the
acquisition of Western Money Systems (Western Money), a manufacturer of redemption kiosks
devices. The results of operations of Western Money have been reflected in the applicable business
segment financial information following this acquisition.
We announced on February 28, 2008, that we intended to exit the Arriva Card, Inc. (Arriva)
business. The results of operations for the Arriva line of business have been classified to
discontinued operations for the six months ended June 2009, and the year ended December 31, 2008.
The Company determined that as of July 1, 2009, the results of operations for the Arriva line of
business were no longer material, and the results of operations for the six months ended December
31, 2009 have been classified in continuing operations.
Innovative Funds Transfer, LLC (IFT) formerly known as QuikPlay, LLC was a joint venture
that was formed on December 6, 2000 and owned 60% by GCA and 40% by International Gaming Technology
(IGT). IGT is one of the largest manufacturers of gaming equipment in the United States. GCA
was the managing member of this entity and IFT was consolidated in the Companys consolidated
financial statements prior to April 19, 2010, at which time GCA and IGT dissolved IFT. The
dissolution of IFT did not have a material impact on the consolidated financial statements of the
Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
All significant intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications for non-controlling interests as per FASB guidance have been made within
the consolidated financial statements of the prior years in order to conform to the current year
presentation.
61
Cash and Cash Equivalents
Cash and cash equivalents include cash and all balances on deposit in banks and financial
institutions. The Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash and cash equivalents. Such balances may at times exceed
the federal insurance limits. However, the Company periodically evaluates the creditworthiness of
these institutions to minimize risk.
Restricted Cash and Cash Equivalents
As part of certain of our sponsorship agreements, we are required to maintain minimum deposits
as collateral for any potential chargeback loss activity occurring as a result of the sponsorship
arrangements. All interest received on these deposits is also recorded to restricted cash and cash
equivalents. As of December 31, 2010, the total balance of restricted cash and cash equivalents
was $0.5 million.
ATM Funding Agreements
The Company obtains all of the cash required to operate its ATMs through various ATM Funding
Agreements more fully described in Note 3. 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 GCA and GCA is liable to the gaming
establishment for the face amount of the cash dispensed. In the consolidated balance sheets, the
amount 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. As of December 31, 2010 and
2009, the Company operated 1,510 and 1,456 ATMs, respectively, that were Site-Funded.
For
our non-Site-Funded locations, up until December 13, 2010, GCA obtained the necessary cash
to service these machines through the Bank of America Amended Treasury Services Agreement
(Treasury Services Agreement). On December 17, 2010, GCA terminated the Treasury Services
Agreement with Bank of America. On November 12, 2010, GCA entered into the Contract Cash Solutions
Agreement with Wells Fargo Bank, N.A. (Wells Fargo). Under the terms of these agreements,
neither the cash utilized within the ATMs nor the receivables generated for the amount of cash
dispensed through transactions on the ATMs are owned or controlled by GCA. These amounts have been
netted and reflected in the consolidated balance sheets. We are charged a cash usage fee for the
cash used in these ATMs, which is included as interest expense in the consolidated statements of
income. The Company recognizes the fees as interest expense due to the similar operational
characteristics to a revolving line of credit, the fact that the fees are calculated on a financial
index and the fees are paid for access to a capital resource.
Settlement Receivables and Settlement Liabilities
In the credit card cash access and POS debit card cash access transactions provided by GCA and
GCA Canada, the gaming establishment is reimbursed for the cash disbursed to gaming patrons through
a negotiable instrument. GCA receives reimbursement from the patrons credit or debit card issuer
for the transaction in an amount equal to the negotiable instrument issued to the gaming
establishment plus the fee charged to the patron. This reimbursement is included within the
settlement receivables on the consolidated balance sheets. The amount of unpaid negotiable
instruments are included within settlement liabilities on the consolidated balance sheets.
Warranty Receivables
In the check services transactions provided by Central Credit, Central Credit warrants check
cashing transactions performed at gaming establishments. If a gaming establishment chooses to have
a check warranted, it sends a request to a check warranty service provider, asking whether it will
warrant the check. The gaming establishment then pays the patron the check amount and deposits the
check. If the check is dishonored by the patrons bank, 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. All amounts paid out
to the gaming establishment related to these items result in a warranty receivable from the patron.
This amount is recorded in other receivables, net on the consolidated balance sheets. On a monthly
basis, Central Credit 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) in the consolidated statements of income. The Company writes
off all warranty receivables that are older than one year in age.
62
A summary activity of the reserve for warranty losses for the two years ended December 31,
2010 and 2009 is as follows (amounts in thousands):
|
|
|
|
|
Balance, December 31, 2008 |
|
$ |
11,115 |
|
Warranty expense provision |
|
|
8,086 |
|
Charge offs against reserve |
|
|
(10,606 |
) |
|
|
|
|
Balance, December 31, 2009 |
|
$ |
8,595 |
|
Warranty expense provision |
|
|
8,803 |
|
Charge offs against reserve |
|
|
(10,362 |
) |
|
|
|
|
Balance, December 31, 2010 |
|
$ |
7,036 |
|
|
|
|
|
Discontinued Operations
On February 28, 2008, the Company announced its intention to exit the Arriva business.
Accordingly, the operations for Arriva have been classified as discontinued operations for the six
months ended June 30, 2009 and for the 12 months ended December 31, 2008. In July 2009, it was
determined that the Arriva business was no longer significant and therefore not included in
discontinued operations for the second half of 2009.
Unamortized Debt Issuance Costs
Debt issuance costs incurred in connection with the issuance of the senior secured credit
facility and the senior subordinated notes are capitalized and amortized to interest expense based
upon the related debt agreements using the straight-line method, which approximates the effective
interest method. Unamortized debt issuance costs are included in prepaid and other assets on the
consolidated balance sheets.
Property, Equipment and Leasehold Improvements
Property, equipment and leasehold improvements are stated at cost, less accumulated
depreciation, computed using the straight-line method over the lesser of the estimated life of the
related assets, generally three to five years, or the related lease term.
Repairs and maintenance costs are expensed as incurred.
Upon sale or retirement, the costs and related accumulated depreciation are eliminated from
the accounts and any resulting gain or loss is reflected in the consolidated statements of income.
Property, equipment and leasehold improvements are reviewed for impairment whenever events or
circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated
when undiscounted future cash flows do not exceed the assets carrying value. As of December 31,
2010, the Company does not believe any of its property, equipment, or leasehold improvements are
impaired.
Acquisitions
The Company accounts for business combinations in accordance with the accounting standards,
which requires that the assets acquired and liabilities assumed be recorded at their estimated fair
values. The Company completed its acquisition of Western Money in May 2010, in which 100 percent
of the outstanding common shares of Western Money were acquired for a purchase price net of cash of
$15.4 million. A final purchase price allocation has not been completed pending a determination of
the fair value of intangibles. This acquisition did not have a material impact on the consolidated
financial statements of the Company as of and for the year ended December 31, 2010.
63
The Company completed its acquisition of CGS in April 2008, in which 100 percent of the
outstanding common shares of CGS were acquired for a purchase price net of cash of $20.8 million.
In connection with this acquisition,
the Company allocated the purchase price as follows: property and equipment of $1.6 million,
intangible assets of $12.3 million, negative net working capital of $4.6 million and goodwill of
$11.5 million. The Company recognized $1.7 million, $2.0 million and $1.3 million of amortization
on CGS customer contracts in 2010, 2009 and 2008, respectively. The intangible assets of $12.3
million were assigned to customer contracts and are being amortized on an accelerated basis over
their estimated useful lives as follows:
The following table shows the estimated annual amortization of the customer contracts (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
|
Customer contracts |
|
$ |
6,584 |
|
|
$ |
1,551 |
|
|
$ |
1,344 |
|
|
$ |
1,112 |
|
|
$ |
939 |
|
|
$ |
798 |
|
|
$ |
840 |
|
The Company completed its acquisition of CSI in August 2008, in which 100 percent of the
issued and outstanding shares of CSI were converted into the right to receive cash in the amount of
$0.50 per share and provided CSI with the funds to repay all of its outstanding convertible
promissory notes, for a purchase price of $30.1 million. In connection with this acquisition, the
Company allocated the purchase price as follows: property and equipment of $0.8 million, intangible
assets for $14.4 million, negative net working capital of $0.8 million and goodwill of $15.7
million. The Company recognized $2.1 million, $2.4 million and $1.2 million of amortization on CSI
customer contracts in 2010, 2009 and 2008, respectively. The intangible assets of $13.2 million
were assigned to customer contracts and are being amortized on an accelerated basis over their
estimated useful lives as follows:
The following table shows the estimated annual amortization of the customer contracts (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
|
Customer contracts |
|
$ |
6,278 |
|
|
$ |
1,638 |
|
|
$ |
1,365 |
|
|
$ |
910 |
|
|
$ |
728 |
|
|
$ |
455 |
|
|
$ |
1,182 |
|
There were no acquisitions during the year ended December 31, 2009.
Goodwill
Goodwill represents the excess of the purchase price over the identifiable tangible and
intangible assets acquired plus liabilities assumed arising from business combinations.
The Company accounts for goodwill in accordance with FASB guidance, which addresses how
intangible assets that are acquired individually or with a group of other assets should be
accounted for in financial statements upon their acquisition. This guidance also addresses how
goodwill and other intangible assets should be accounted for after they have been initially
recognized in the financial statements. The Company tests for impairment annually, or more often
under certain circumstances. The Company does not believe that any of its goodwill is impaired as
of December 31, 2010 and 2009 based upon the results of our impairment testing.
The changes in the carrying amount of goodwill for the years ended December 31, 2009 and 2010
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
Central Credit |
|
|
|
|
|
|
Advance |
|
|
ATM |
|
|
Check Services |
|
|
and Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008 |
|
$ |
107,254 |
|
|
$ |
35,563 |
|
|
$ |
23,985 |
|
|
$ |
17,127 |
|
|
$ |
183,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill adjustments |
|
|
(6,359 |
) |
|
|
(2,512 |
) |
|
|
(704 |
) |
|
|
|
|
|
|
(9,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 |
|
$ |
100,895 |
|
|
$ |
33,051 |
|
|
$ |
23,281 |
|
|
$ |
17,127 |
|
|
$ |
174,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill acquired during the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,756 |
|
|
|
10,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010 |
|
$ |
100,895 |
|
|
$ |
33,051 |
|
|
$ |
23,281 |
|
|
$ |
27,883 |
|
|
$ |
185,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in goodwill to the cash advance, ATM and Check Services reportable segments
of $6.4 million, $2.5 million and $0.7 million, respectively, during the 12 months ended December
31, 2009 are due primarily to an
adjustment to the deferred tax asset acquired at acquisition of CSI as allocated to those
segments. The changes in goodwill to the Central Credit and Other reportable segment during the
year ended December 31, 2010 are due primarily to the acquisition of Western Money. All goodwill
has been allocated to its respective reporting units, per the table above.
64
In accordance with ASC 350, we test goodwill at the reporting unit level for impairment on an
annual basis and between annual tests, if events and circumstances indicate it is more likely than
not that the fair value of a reporting unit is less than its carrying amount.
In performing the annual impairment test, we utilize the two-step approach prescribed under
ASC 350. The first step requires a comparison of the carrying value of each reporting unit to its
estimated fair value. To estimate the fair value of our reporting units for Step 1, we use a
combination of the income approach and the market approach. The income approach is based on a
discounted cash flow analysis, or DCF method. This method involves estimating the after-tax cash
flows attributable to a reporting unit and then discounting the after-tax cash flows to a present
value, using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of
significant judgment, including judgment about appropriate discount rates and terminal values,
growth rates and the amount and timing of expected future cash flows. The forecasted cash flows are
based on our most recent budget and for years beyond the budget, our estimates are based on assumed
growth rates. We believe our assumptions are consistent with the plans and estimates used to manage
the underlying businesses. The discount rates, which are intended to reflect the risks inherent in
future cash flow projections, used in the DCF are based on estimates of the weighted-average cost
of capital, or WACC, of market participants relative to each respective reporting unit. The market
approach considers comparable market data based on multiples of revenue or earnings before taxes,
depreciation and amortization, or EBITDA.
If the carrying value of a reporting unit exceeds its estimated fair value, we are required to
perform the second step of the goodwill impairment test to measure the amount of impairment loss,
if any. The second step of the goodwill impairment test compares the implied fair value of a
reporting units goodwill to its carrying value. The implied fair value of goodwill is derived by
performing a hypothetical purchase price allocation for the reporting unit as of the measurement
date, allocating the reporting units estimated fair value to its assets and liabilities. The
residual amount from performing this allocation represents the implied fair value of goodwill. To
the extent this amount is below the carrying amount of goodwill, an impairment charge is recorded.
We conducted our annual impairment test for our reporting units during the fourth quarter of
2010 and no impairment was identified.
Key assumptions used in estimating fair value under the discounted cash flow approach included
a discount rate of 12.5%, projected compound average revenue growth rates of 2% to 4% and terminal
value growth rates of 2.0%. The discounted cash flow analyses for our segments included estimated
future cash inflows from operations and estimated future cash outflows for capital expenditures.
Key assumptions used in estimating fair value under the market approach were based on
observed market multiples of enterprise value to revenue and EBITDA for both comparable
publicly-traded companies and recent merger and acquisition transactions involving similar
companies to estimate appropriate controlling basis multiples to apply to each of the reporting
units. Based on the multiples implied by this market data, we selected multiples of revenue of 0.5
to 2.3 times and multiples of EBITDA of 6.5 to 7.4 times.
The estimate of fair value requires significant judgment. We based our fair value estimates on
assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain,
including estimates of future growth rates and operating margins and assumptions about the overall
economic climate and the competitive environment for our business units. There can be no assurance
that our estimates and assumptions made for purposes of our goodwill and identifiable intangible
asset testing as of the time of testing will prove to be accurate predictions of the future. If our
assumptions regarding business plans, competitive environments or anticipated growth rates are not
correct, we may be required to record goodwill and/or intangible asset impairment charges in future
periods, whether in connection with our next annual impairment testing or earlier, if an indicator
of an impairment is present before our next annual evaluation.
65
Other Intangible Assets
Other intangible assets consist primarily of customer contracts (rights to provide processing
services to gaming establishment customers) acquired through business combinations and
acquisitions, capitalized software development costs and the acquisition cost of our patent related
to the 3-in-1 rollover technology acquired in 2005. The acquisition cost of the 3-in-1 rollover
patent is being amortized over the term of the patent, which expires in 2018. Excluding the patent,
other intangibles are amortized on a straight-line basis over periods ranging from 3 to 10 years.
|
|
|
Other intangibles consist of the following as of December 31, (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Computer software |
|
$ |
21,008 |
|
|
$ |
17,343 |
|
Patents and trademarks |
|
|
10,357 |
|
|
|
10,214 |
|
Customer contracts |
|
|
35,759 |
|
|
|
35,406 |
|
Non-compete agreements |
|
|
400 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
67,524 |
|
|
|
63,363 |
|
Less accumulated amortization |
|
|
(41,156 |
) |
|
|
(35,209 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
26,368 |
|
|
$ |
28,154 |
|
|
|
|
|
|
|
|
Amortization expense related to these intangibles totaled approximately $6.9 million,
$8.1 million and $7.2 million, for the years ended December 31, 2010, 2009 and 2008, respectively.
There were disposals of fully amortized intangible assets of $0.5 million and $2.3 million in 2010
and 2009, respectively.
At December 31, 2010, the total amount of net book value of depreciable intangible assets was
approximately $26.4 million. The anticipated amortization expense related to other intangible
assets, assuming no subsequent impairment of the underlying assets, is as follows (in millions):
|
|
|
|
|
2011 |
|
$ |
6.3 |
|
2012 |
|
|
5.9 |
|
2013 |
|
|
4.8 |
|
2014 |
|
|
3.1 |
|
2015 |
|
|
2.1 |
|
Thereafter |
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
26.4 |
|
|
|
|
|
The Company accounts for the costs related to computer software developed or obtained for
internal use in accordance with FASB guidance, which establishes that computer software costs that
are incurred in the preliminary project stage should be expensed as incurred. Costs incurred in the
application development phase and any upgrades and enhancements that modify the existing software
and result in additional functionality are capitalized and amortized over their useful lives,
generally not to exceed three years. These costs consist of outside professional fees related to
the development of our systems. The Company capitalized $0.1 million, $1.1 million and $0.2
million, of development costs for the years ended December 31, 2010, 2009 and 2008, respectively.
Chargebacks
The Company has established an allowance for chargebacks on credit and debit card cash access
transactions based upon past experience with losses arising from disputed charges by customers.
Management periodically reviews the recorded balance to ensure the recorded amount adequately
covers the expected losses to be incurred from disputed charges. The recorded allowance for
chargebacks is included within accrued expenses on the consolidated balance sheets and had a
balance of $0.1 million and $0.1 million as of December 31, 2010 and 2009, respectively. The
Company expensed $0.3 million, $0.1 million and $0.3 million in chargeback losses on credit and
debit card cash access transactions for the years ended December 31, 2010, 2009 and 2008,
respectively.
66
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, other receivables, net, settlement
receivables and settlement liabilities approximates fair value due to the short-term maturities of
these instruments. The fair value of GCAs borrowings are estimated based on quoted market prices
for the same issue or in instances where no market exists the quoted market prices for similar
issues with similar terms are used to estimate fair value. The fair values of all other financial
instruments, including amounts outstanding under the ATM funding agreements, approximate their book
values as the instruments are short-term in nature or contain market rates of interest. The
following table presents the fair value and carrying value of GCAs borrowings (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
Carrying Value |
|
|
Level (1) |
|
December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured credit facility |
|
$ |
81,000 |
|
|
$ |
81,000 |
|
|
|
2 |
|
Senior subordinated notes |
|
$ |
128,229 |
|
|
$ |
127,750 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured credit facility |
|
$ |
97,000 |
|
|
$ |
97,000 |
|
|
|
2 |
|
Senior subordinated notes |
|
$ |
153,132 |
|
|
$ |
152,750 |
|
|
|
1 |
|
|
|
|
(1) |
|
Level 1 indicates that the fair value is determined by using quoted prices in active
markets for identical investments. Level 2 indicates that the fair value is determined using
pricing inputs other than quoted prices in active markets such as models or other valuation
methodologies. Level 3 indicates that the fair value is determined using pricing inputs that
are unobservable for the investment and include situations where there is little, if any,
market activity for the investment. Significant management estimates and judgment are used in
the determination of the fair value of level 3 pricing inputs. |
Inventory
Inventory, which consists of finished goods such as redemption kiosk devices, work-in-progress
and raw materials, is stated at lower of cost or market. The cost of inventory includes cost of
materials, labor, overhead and freight. Inventory is accounted for using the average cost method.
Inventory as of December 31, 2010 and 2009 was $3.9 million and $0, respectively. All inventory
was acquired as part of the Western Money acquisition in May 2010.
Revenue Recognition
The Company recognizes revenue when evidence of an arrangement exists, services have been
rendered, the price is fixed or determinable and collectability is reasonably assured. The Company
evaluates its revenue streams for proper timing of revenue recognition.
Cash advance revenue is comprised of the fee charged to patrons for credit card cash access
and POS debit card transactions. Revenue recognition occurs at the point a negotiable instrument is
generated by the gaming establishment cage for the patrons transaction or cash is dispensed from
an ATM.
ATM revenue is comprised of upfront patron transaction fees or surcharges assessed at the time
the transaction is initiated and a percentage of interchange fees paid by the patrons issuing
bank. These issuing banks share the interchange revenue (reverse interchange) with GCA to cover the
cost incurred by GCA to acquire the ATM
transaction. Upfront patron transaction fees are recognized when a transaction is initiated
and reverse interchange is recognized on a monthly basis based on the total transactions occurring
during the month.
In general, check service revenue is comprised of a fee based upon a percentage of the face
amount of total checks warranted, and is recognized on a monthly basis.
67
Central Credit revenue is based upon either a flat monthly, unlimited usage fee or a variable
fee structure driven by the volume of patron credit histories generated. This revenue is recognized
on a monthly basis based on the total transactions occurring during the month. Revenue derived from
our patron marketing products and services is recognized upon completion of services.
Western Money derives substantially all of its revenue from the sale of cash access devices
such as jackpot and ATM enabled redemption kiosks and derives the balance of its revenue from the
provision of certain professional services, software licensing, and certain other ancillary fees
associated with the sale of, installation and operation of those devices. Revenue is recognized as
products are delivered and or services are performed.
Cost of Revenues (Exclusive of Depreciation and Amortization)
The cost of revenues (exclusive of depreciation and amortization), represent the direct costs
required to perform revenue generating transactions. The principal costs included within cost of
revenues (exclusive of depreciation and amortization) are commissions paid to gaming
establishments, interchange fees paid to credit and debit card networks, transaction processing
fees to our transaction processor and check cashing warranties.
Advertising Costs
The Company expenses advertising costs as incurred. Total advertising expense, included in
operating expenses in the consolidated statements of income, was $0.1 million, $0.1 million and
$0.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.
Income Taxes
Income tax expense includes U.S. and international income taxes, plus the provision for U.S.
taxes on undistributed earnings of international subsidiaries not deemed to be permanently
invested. Since it is managements practice and intent to reinvest the earnings in the
international operations of our foreign subsidiaries, U.S. federal income taxes have not been
provided on the undistributed earnings of any foreign subsidiaries except for GCA Macau. Some items
of income and expense are not reported in tax returns and financial statements in the same year.
The tax effect of such temporary differences is reported as deferred income taxes.
Foreign Currency Translation
Foreign currency denominated assets and liabilities for those foreign entities for which the
local currency is the functional currency are translated into U.S. dollars based on exchange rates
prevailing at the end of each year. Revenues and expenses are translated at average exchange rates
during the year. The effects of foreign exchange gains and losses arising from these translations
are included as a component of other comprehensive income on the consolidated statements of income.
Translation adjustments on intercompany balances of a long-term investment nature are recorded as a
component of accumulated other comprehensive income on the Companys consolidated balance sheets.
Use of Estimates
The Company has made estimates and judgments affecting the amounts reported in these financial
statements and the accompanying notes. The actual results may differ from these estimates. The
significant accounting estimates incorporated into the Companys consolidated financial statements
include:
|
|
|
the estimated reserve for warranty expense associated with our check warranty
receivables; |
|
|
|
|
the valuation and recognition of share-based compensation; |
|
|
|
the valuation allowance on our deferred tax asset; and |
|
|
|
the estimated cash flows in assessing the recoverability of long-lived assets.
|
68
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. The weighted-average number
of common shares outstanding used in the computation of basic and diluted earnings per share is as
follows at December 31, (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Weighted average number of common shares outstanding basic (1) |
|
|
65,903 |
|
|
|
74,232 |
|
|
|
76,787 |
|
Potential dilution from equity grants (2)(3) |
|
|
1,369 |
|
|
|
1,124 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding diluted |
|
|
67,272 |
|
|
|
75,356 |
|
|
|
76,796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in the calculation of weighted average common shares outstanding basic are 407
and 614 of unvested shares of restricted common stock of Holdings granted in share-based
payment transactions for the years ended December 31, 2010 and 2009, respectively, that are
participating securities because such shares have voting rights as well as the right to
participate in dividend distributions made by the Company to its common shareholders. |
|
(2) |
|
The potential dilution excludes the weighted average effect of stock options to acquire
1,034, 7,786 and 7,640, shares of common stock of Holdings for the years ended December 31,
2010, 2009 and 2008, respectively, because the application of the treasury stock method, as
required, makes them anti-dilutive. |
|
(3) |
|
The potential dilution excludes the weighted average effect of shares of time-based shares of
restricted common stock of Holdings of 335, 1,476 and 199,686 shares for the years ended
December 31, 2010, 2009 and 2008, respectively, as the application of the treasury stock
method makes them anti-dilutive. |
Stock-Based Compensation
Share-based payment awards result in a cost that is measured at fair value on the awards
grant date. Stock options expected to be exercised currently and in future periods are measured at
fair value using the Black-Scholes model with the expense associated with these awards being
recognized on the straight-line basis over the awards vesting period. Forfeitures are estimated at
the time of grant, with such estimate updated periodically and with actual forfeitures recognized
currently to the extent they differ from the estimates.
The estimated per share weighted-average fair value of stock options granted during 2010, 2009
and 2008 was $4.24, $1.38 and $3.24, respectively.
We have estimated the fair value of options granted at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average assumptions in the years
ended December 31,:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Risk-free interest rate |
|
|
2.5 |
% |
|
|
2.0 |
% |
|
|
2.9 |
% |
Expected life of options (in years) |
|
|
6.3 |
|
|
|
6.3 |
|
|
|
6.3 |
|
Expected volatility |
|
|
60.1 |
% |
|
|
57.5 |
% |
|
|
46.3 |
% |
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.
The expected volatility for options granted in 2010 was based upon our historical volatility. The
expected dividend yield is based on the Companys historical practice of not paying dividends.
Stock-based compensation related to time-based restricted shares is calculated based on the
closing market price of the Companys common stock on the date of grant, reduced by the present
value of dividends expected to be paid, if any, on the Companys common stock prior to vesting of
the restricted stock.
69
Recently Issued Accounting Pronouncements
In January 2010, The FASB, Financial Accounting Standards Board, issued an update to the Fair
Value Measurements and Disclosures topic as reflected in the Codification. This update adds new
requirements for disclosures about transfers into and out of Levels 1 and 2 and a higher level of
disaggregation for the different types of financial instruments. For the reconciliation of Level 3
fair value measurements, information about purchases, sales, issuances and settlements should be
presented separately. This guidance is effective for the Company beginning December 15, 2009 for
most disclosures and for periods beginning after December 15, 2010 for the new Level 3 disclosures.
3. ATM FUNDING AGREEMENTS
Bank of America Treasury Services Agreement
On December 19, 2007, GCA entered into the Treasury Services Agreement that allowed for the
Company to utilize up to $360 million in funds owned by Bank of America to provide the currency
needed for normal operating requirements for the Companys ATMs. For use of these funds, the
Company paid Bank of America a cash usage fee equal to the average daily balance of funds utilized
multiplied by the one-month LIBOR rate plus a contractually defined margin.
Wells Fargo Contract Cash Solutions Agreement
On November 12, 2010, the Company executed the Contract Cash Solutions Agreement with Wells
Fargo for a pilot period which began on November 18, 2010, and expired on December 13, 2010. Upon
expiration of the pilot period of the Contract Cash Solutions Agreement, full transition of vault
cash services from Bank of America to Wells Fargo occurred, and on December 17, 2010, the Company
terminated the Treasury Services Agreement with Bank of America.
The Contract Cash Solutions Agreement allows for the Company to utilize up to $400 million in
funds owned by Wells Fargo to provide the currency needed for normal operating requirements for the
Companys ATMs. For the use of these funds, the Company pays Wells Fargo a cash usage fee on the
average daily balance of funds utilized multiplied by a contractually defined cash usage rate.
The Company recognized the fees that it paid to Bank of America and Wells Fargo for cash usage
pursuant to the Treasury Services Agreement and Contract Cash Solutions Agreement, respectively,
which are reflected as interest expense in our financial statements for the following reasons:
|
|
|
the Treasury Services Agreement and Contract Cash Solutions Agreement operate
in a fashion similar to a revolving line of credit in that amounts are drawn and repaid on
a daily basis; |
|
|
|
the resource being procured by the Company under the terms of the Treasury
Services Agreement and Contract Cash Solutions Agreement are a financial resource and in
the absence of such an arrangement, the Company would be required to obtain sufficient
alternative financing either on balance sheet or off balance sheet in order to meet its
financial obligations; |
|
|
|
the fees of the Treasury Services Agreement and Contract Cash Solutions
Agreement are assessed on the outstanding balances during the applicable period and include
a base rate which is tied to LIBOR and a
margin; and |
|
|
|
the fees incurred by the Company under the Treasury Services Agreement and
Contract Cash Solutions Agreement are a function of both the prevailing rate of LIBOR as
dictated by the capital markets and the average outstanding balance during the applicable
period as previously noted. The fees do not vary with revenue or any other underlying
driver of revenue such as transaction count or dollars processed as is the case with all
costs classified as cost of revenue such as interchange expense and processing fees.
|
70
Pursuant to the Contract Cash Solutions Agreement, the limit on the maximum allowable currency
is $400 million. Wells Fargo has agreed to supply the Company with up to $50 million in excess of
this limit for a calendar day up to four times per calendar year and subject to certain additional
conditions and limitations.
At December 31, 2010 and 2009, the outstanding balance of ATM cash utilized by GCA from Wells
Fargo and Bank of America was $368.4 million and $428.3 million, respectively. For the years ended
December 31, 2010, 2009 and 2008, the cash usage fees incurred by the Company were $1.8 million,
$2.1 million and $9.3 million, respectively. The cash usage fee is included within interest expense
on the Companys consolidated statements of income.
The Company is responsible for any losses of cash in the ATMs under its agreements with Bank
of America and Wells Fargo. The Company is self insured related to this risk. For the years ended
December 31, 2010, 2009, and 2008, the Company has incurred no material losses related to this self
insurance.
Site-Funded ATMs
The Company operates ATMs at certain customer gaming establishments where the gaming
establishment provides the cash required for the ATM operational needs. GCA is required to
reimburse the customer for the amount of cash dispensed from these
Site-Funded ATMs. The Site-Funded ATM liability is included within settlement liabilities in the accompanying consolidated
balance sheets and was $28.6 million and $37.3 million as of December 31, 2010 and 2009,
respectively. The Company operated 1,510 and 1,456 Site-Funded ATMs, as of December 31, 2010 and
2009, respectively.
4. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements consist of the following as of December 31, (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATM equipment |
|
|
5 |
|
|
$ |
66,200 |
|
|
$ |
62,546 |
|
Cash advance equipment |
|
|
3 |
|
|
|
6,528 |
|
|
|
6,657 |
|
Office, computer and other equipment |
|
|
3 |
|
|
|
6,253 |
|
|
|
5,305 |
|
Leasehold and building improvements |
|
lease term |
|
|
2,747 |
|
|
|
2,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,728 |
|
|
|
77,186 |
|
Less accumulated depreciation |
|
|
|
|
|
|
(65,080 |
) |
|
|
(57,767 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
16,648 |
|
|
$ |
19,419 |
|
|
|
|
|
|
|
|
|
|
|
|
5. BENEFIT PLANS
Defined Contribution Plan
The Company has a retirement savings plan (the 401(k) Plan) under Section 401(k) of the
Internal Revenue Code covering its employees. The 401(k) Plan allows employees to defer up to the
lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax
basis through contributions to the plan. As a benefit to employees, the Company matches a
percentage of these employee contributions. Expenses related to the matching portion of the
contributions to the 401(k) plan were $0.5 million, $0.5 million and $0.5 million for the
years ended December 31, 2010, 2009 and 2008, respectively.
Equity Incentive Awards
In January 2005, the Company adopted the 2005 Stock Incentive Plan (the 2005 Plan) to
attract and retain the best available personnel, to provide additional incentives to employees,
directors and consultants and thus to promote the success of the Companys business. The 2005 Plan
is administered by the Board of Directors but may be administered by our Compensation Committee.
The administrator of the 2005 Plan has the authority to select individuals who are to receive
options or other equity incentive awards under the 2005 Plan and to specify the terms and
conditions of grants of options or other equity incentive awards, the vesting provisions, the term
and the exercise price.
71
Generally, stock options and restricted stock granted under the 2005 Plan (other than those
granted to non-employee directors) will vest at a rate of 25% of the shares underlying the option
after one year and the remaining shares vest in equal portions over the following 36 months, such
that all shares are vested after four years. Unless otherwise provided by the administrator, an
option granted under the 2005 Plan generally expires ten years from the date of grant. Stock
options are issued at the closing market price on the date of grant.
As of December 31, 2010, the Company had reserved 16,248,120 shares of common stock for the
grant of stock options and other equity incentive awards under the 2005 Plan. On the first business
day of each fiscal year beginning with the fiscal year commencing on January 1, 2006, annual
increases will be added to the 2005 Plan equal to the lesser of: 3,800,000 shares, 3% of all
outstanding shares of our common stock immediately prior to such increase, or a lesser amount
determined by our Board of Directors.
A summary of award activity under the Companys 2005 Plan as of December 31, 2010 and changes
during the three years then ended are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
Equity Awards |
|
|
|
Exercise Price |
|
|
Stock Options |
|
|
Restricted Stock |
|
|
Available for |
|
|
|
(Per Share) |
|
|
Granted |
|
|
Granted |
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2007 |
|
$ |
13.21 |
|
|
|
4,283,156 |
|
|
|
396,784 |
|
|
|
3,173,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional authorized shares |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
2,493,570 |
|
Granted |
|
$ |
6.66 |
|
|
|
4,531,500 |
|
|
|
5,500 |
|
|
|
(4,537,000 |
) |
Exercised |
|
$ |
16.34 |
|
|
|
|
|
|
|
(185,950 |
) |
|
|
|
|
Forfeited or canceled |
|
$ |
13.16 |
|
|
|
(1,819,164 |
) |
|
|
(26,083 |
) |
|
|
1,845,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2008 |
|
$ |
8.93 |
|
|
|
6,995,492 |
|
|
|
190,251 |
|
|
|
2,975,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional authorized shares |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
2,488,819 |
|
Granted |
|
$ |
2.47 |
|
|
|
2,981,500 |
|
|
|
1,047,875 |
|
|
|
(4,029,375 |
) |
Exercised |
|
$ |
6.75 |
|
|
|
(432,116 |
) |
|
|
(142,170 |
) |
|
|
|
|
Forfeited or canceled |
|
$ |
6.52 |
|
|
|
(683,043 |
) |
|
|
(54,200 |
) |
|
|
737,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2009 |
|
$ |
6.98 |
|
|
|
8,861,833 |
|
|
|
1,041,756 |
|
|
|
2,172,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional authorized shares |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
2,500,334 |
|
Granted |
|
$ |
7.24 |
|
|
|
1,790,690 |
|
|
|
|
|
|
|
(1,790,690 |
) |
Exercised |
|
$ |
4.69 |
|
|
|
(1,200,402 |
) |
|
|
(461,552 |
) |
|
|
|
|
Forfeited or canceled |
|
$ |
5.50 |
|
|
|
(696,011 |
) |
|
|
(99,154 |
) |
|
|
795,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2010 |
|
$ |
7.50 |
|
|
|
8,756,110 |
|
|
|
481,050 |
|
|
|
3,677,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the 2005 Plan, the Company granted our former Chief Financial Officer an
option to acquire 722,215 shares of common stock as part of his employment agreement in 2004 (the
Hagerty Plan). This option had an exercise price of $8.05 per share and would expire 10 years
from the date of grant. Under the terms of the Hagerty Plan, 25% of the shares subject to the
Hagerty Plan vested on July 12, 2005 and 1/48 of the shares subject to the Hagerty Plan vested on
the 12th day of each month thereafter. Upon termination of Mr. Hagertys employment with the
Company in July 2007, all of the shares subject to the Hagerty Plan immediately vested. During the
years ended December 31, 2007 and 2006, Mr. Hagerty exercised his option to acquire 27,000 and
100,000 shares of common stock. At December 31, 2007, Mr. Hagerty had the option to acquire
595,215 shares of common stock. This option expired in January 2008.
72
In February 2008, under the 2005 plan, our Board of Directors approved the grant of options to
issue 4.1 million shares of common stock to existing employees, newly hired employees and certain
non-employee members of the Companys Board of Directors. These shares vest over a four-year
period. The estimated total fair value of the awards at the date of grant was $12.2 million. In
February 2009, our Board of Directors approved the grant of options to issue 2.8 million shares of
common stock to existing employees, newly hired employees and certain non-employee members of the
Companys Board of Directors. These shares vest over a four-year period. The estimated total fair
value of the awards at the date of grant was $4.1 million. In February 2010, our Board of
Directors approved the grant of options to issue 1.4 million shares of common stock to existing
employees, newly hired employees and certain non-employee members of the Companys Board of
Directors. These shares vest over a four-year period. The estimated total fair value of the
awards at the date of the grant was $6.4 million.
Stock Options
Stock options granted typically vest at a rate of 25% of the shares underlying the option
after one year and the remaining shares vest in equal portions over the following 36 months, such
that all shares are vested after four years and allow the option holder to purchase stock over
specified periods of time, generally ten years, from the date of grant, at a fixed price equal to
the market value on date of grant.
The following tables summarize additional information regarding the options that have been
granted under the 2005 Plan and the option grant to our former Chief Financial Officer upon
commencement of his employment in 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Avg. |
|
|
Weighted |
|
|
|
|
|
|
Number of |
|
|
Exercise Price |
|
|
Average Life |
|
|
Aggregate |
|
|
|
Common Shares |
|
|
(Per Share) |
|
|
Remaining |
|
|
Intrinsic Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2008 |
|
|
6,833,325 |
|
|
$ |
8.90 |
|
|
8.5 years |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,981,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(432,116 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled or forfeited |
|
|
(520,876 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2009 |
|
|
8,861,833 |
|
|
$ |
6.98 |
|
|
8.0 years |
|
$ |
15,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,790,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,200,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled or forfeited |
|
|
(696,011 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance outstanding December 31, 2010 |
|
|
8,756,110 |
|
|
$ |
7.50 |
|
|
7.3 years |
|
$ |
2,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance exercisable December 31, 2010 |
|
|
4,683,145 |
|
|
$ |
9.02 |
|
|
6.5 years |
|
$ |
818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance expected to be exercised |
|
|
4,355,062 |
|
|
$ |
8.93 |
|
|
6.5 years |
|
$ |
769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
Range of |
|
|
|
|
|
Remaining |
|
|
Average |
|
|
|
|
|
|
Average |
|
Exercise |
|
Number |
|
|
Contract |
|
|
Exercise |
|
|
Number |
|
|
Exercise |
|
Prices |
|
Outstanding |
|
|
Life |
|
|
Prices |
|
|
Exercisable |
|
|
Price |
|
$0.00 $5.99 |
|
|
2,354,678 |
|
|
8.3 years |
|
$ |
2.70 |
|
|
|
831,386 |
|
|
$ |
2.93 |
|
$6.00 $8.99 |
|
|
3,937,434 |
|
|
7.9 years |
|
$ |
7.17 |
|
|
|
1,604,430 |
|
|
$ |
6.81 |
|
$9.00 $12.99 |
|
|
1,000,000 |
|
|
6.8 years |
|
$ |
9.99 |
|
|
|
791,666 |
|
|
$ |
9.99 |
|
$13.00 $13.99 |
|
|
1,012,331 |
|
|
4.1 years |
|
$ |
13.98 |
|
|
|
1,012,330 |
|
|
$ |
13.98 |
|
$14.00 $14.99 |
|
|
160,000 |
|
|
5.4 years |
|
$ |
14.22 |
|
|
|
151,666 |
|
|
$ |
14.20 |
|
$15.00 $15.99 |
|
|
151,667 |
|
|
5.5 years |
|
$ |
15.22 |
|
|
|
151,667 |
|
|
$ |
15.22 |
|
$16.00 $18.99 |
|
|
140,000 |
|
|
5.7 years |
|
$ |
16.77 |
|
|
|
140,000 |
|
|
$ |
16.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,756,110 |
|
|
|
|
|
|
|
|
|
|
|
4,683,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value per share of the options granted during the
years ended December 31, 2010, 2009 and 2008 was $4.24, $1.38 and $3.24, respectively.
During the year ended December 31, 2010, we recorded $6.3 million in non-cash compensation
expense related to options granted that are expected to vest. As of December 31, 2010, there was
$10.8 million in unrecognized compensation expense related to options expected to vest. That cost
is expected to be recognized on a straight-line basis over a weighted average period of 1.2 years.
During the year ended December 31, 2009, we received $2.9 million in cash from the exercise of
432,116 options. During the year ended December 31, 2009, we recorded $6.1 million in non-cash
compensation expense related to options granted that are expected to vest.
During the year ended December 31, 2008, no options were exercised. During the year ended
December 31, 2008, we recorded $7.1 million in non-cash compensation expense related to options
granted that are expected to vest.
Restricted Stock
The Company began issuing restricted stock to employees in the first quarter of 2006. The
vesting provisions are similar to those applicable to stock options. Because these restricted
shares are issued primarily to employees of the Company, many of the shares issued will be withheld
by the Company to satisfy the statutory withholding requirements applicable to the restricted stock
grants. Therefore, as these awards vest the actual number of shares outstanding as a result of the
restricted stock awards is reduced. These shares will vest over a period of four years. Prior to
vesting, the restricted stock has rights to the dividends declared and voting rights, therefore
they are considered issued and outstanding.
74
A summary of non-vested share awards for the Companys time-based restricted shares as of
December 31, 2010 and changes during the two years then ended are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Shares |
|
|
Average Grant |
|
|
Aggregate Fair |
|
|
|
Outstanding |
|
|
Date Fair Value |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008 |
|
|
190,251 |
|
|
$ |
15.68 |
|
|
$ |
2,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,047,875 |
|
|
|
2.20 |
|
|
$ |
2,305 |
|
Vested |
|
|
(142,170 |
) |
|
|
12.14 |
|
|
$ |
(1,726 |
) |
Forfeited |
|
|
(54,200 |
) |
|
|
5.69 |
|
|
$ |
(308 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009 |
|
|
1,041,756 |
|
|
$ |
3.12 |
|
|
$ |
3,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
$ |
|
|
Vested |
|
|
(461,552 |
) |
|
|
3.88 |
|
|
$ |
(1,793 |
) |
Forfeited |
|
|
(99,154 |
) |
|
|
2.72 |
|
|
$ |
(269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2010 |
|
|
481,050 |
|
|
$ |
2.55 |
|
|
$ |
1,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
During the years ended December 31, 2010, 2009 and 2008, we recorded $1.6 million, $2.4
million and $1.9 million in non-cash compensation expense, respectively, related to the restricted
stock granted that is expected to vest. As of December 31, 2010, there was $1.3 million in
unrecognized compensation expense related to time-based restricted shares expected to vest. That
cost is expected to be recognized on a straight-line basis over a weighted average period of 1.1
years.
6. COMMITMENTS AND CONTINGENCIES
Lease Obligations
The Company leases office facilities and operating equipment under cancelable and
non-cancelable agreements. Total rent expense was approximately $0.9 million, $0.6 million, $0.6
million, for the years ended December 31, 2010, 2009 and 2008, respectively.
At December 31, 2010, the minimum aggregate rental commitment under all non-cancelable
operating leases for the years then ending was (in thousands):
|
|
|
|
|
2011 |
|
$ |
809 |
|
2012 |
|
|
634 |
|
2013 |
|
|
437 |
|
2014 |
|
|
407 |
|
2015 |
|
|
180 |
|
Thereafter |
|
|
255 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,722 |
|
|
|
|
|
Litigation Settlement Awards
VISA Check/MasterMoney Antitrust Litigation. The VISA Check/MasterMoney Antitrust Litigation
began in October 1996 with the filing of lawsuits by certain retailers and retail trade
associations against VISA U.S.A. Inc.
(VISA) and MasterCard International (MasterCard).
75
In the action against VISA and MasterCard, plaintiffs claimed, among other things, that VISA
and MasterCard, individually, and in conspiracy with each other and with their member banks, have
violated the federal antitrust laws by forcing merchants who accept VISA and/or MasterCard-branded
credit cards for payment also to accept VISA and/or MasterCard-branded debit cards for payment (the
Honor All Cards Policy), and by conspiring and attempting to monopolize a market for general
purpose point of sale debit cards. The plaintiffs claimed that the defendants actions caused
merchants to pay excessive fees on VISA and MasterCard signature debit and credit transactions and
on on-line PIN debit transactions, and have injured competition, merchants and consumers.
On June 4, 2003, the plaintiffs entered into separate settlement agreements with VISA and
MasterCard. Under terms of the settlements, VISA and MasterCard agreed to eliminate their Honor
All Cards Policy, to lower debit card fees for an interim period by one-third and to refund over
$3 billion to merchants who accepted their cards from October 1992 through June 2003. As the
Company accepted VISA and MasterCard branded debit cards during this covered period (i.e. October
25, 1992 through June 21, 2003), we were members of the covered class and entitled to settlement
under the agreement.
In December 2007, the Companys claim award was affirmed by the court. We engaged a third
party to assist us in the preparation of the claim and collection of any award due to us in this
action. For this service we agreed to a collection fee that would be deducted from any amounts
received. The Company received $0.4 million, $2.8 million and $0.4 million, which it recognized as
a reduction to operating expenses in the accompanying consolidated statements of income for the
years ended December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010, the Company
does not expect any additional payments against this claim.
Karim Maskatiya and Robert Cucinotta were members of the Companys Board of Directors through
the dates of their respective resignations of May 7, 2008 and May 20, 2008. On January 5, 2009,
the Company commenced an action in the State of Nevada District Court, Clark County, against USA
Payments and USA Payment Systems (together USAP), companies owned or controlled by Messrs.
Maskatiya and Cucinotta in connection with various disputes relating to the Amended and Restated
Agreement for Electronic Processing, pursuant to which USAP provided the Company with transaction
processing services. In October 2009, USAP paid the Company $1.8 million pursuant to an executed
settlement agreement and agreed to the settlement of all claims and matters between the parties.
Litigation Claims and Assessments
On March 22, 2010, an action was commenced by Sightline Payments, LLC in the United States
District Court, District of Nevada, against Holdings and GCA. The complaint alleges antitrust
violations of Sections 1 and 2 of the Sherman Act and Section 7 of the Clayton Act. The plaintiff
seeks damages in the amount of $300 million and that such
damages be trebled. On August 9, 2010,
the District Court issued an Order and Judgment granting the Companys motion to dismiss this
action. On August 13, 2010, Sightline Payments, LLC filed a Notice of Appeal of the Order and
Judgment granting the Companys Motion to Dismiss and this appeal remains pending. The Company
maintains insurance that will provide for reimbursement of certain of the expenses associated with
this action. At this stage of the litigation, the Company is unable to make an evaluation of
whether the likelihood of an unfavorable outcome is either probable or remote or the amount or
range of potential loss; however, the Company believes it has meritorious defenses and will
vigorously defend this action. On April 16, 2010, the Company commenced an action in the District
Court of Nevada, Clark County, against the three current principals of Sightline Payments, LLC, all
of whom are former executives of the Company. The Company alleges misappropriation of trade
secrets, breach of contract, breach of duty of good faith and fair dealing and seeks damages and
declaratory and injunctive relief. The Company has received a temporary restraining order barring
the defendants in this action from making any continued disclosure of the Companys proprietary and
confidential information.
On July 7, 2010, an action was commenced by Automated Systems America, Inc. in the United
States District Court, Central District of California, against Holdings, GCA and certain current
employees of GCA. The complaint seeks a declaratory judgment of invalidity, unenforceability and
non-infringement of certain patents owned by the Company and alleges antitrust violations of
Section 2 of the Sherman Act, unfair competition violations under the Lanham Act and tortuous
interference and defamation per se. The plaintiff seeks damages in excess of $2 million,
punitive damages, and a trebling of damages associated with the allegations under Section 2 of
the Sherman Act. On March 3, 2011, the Company filed a motion to dismiss this action. The
Company maintains insurance that may provide for reimbursement of some of the expenses associated
with this action. At this stage of the litigation, the Company is unable to make an evaluation of
whether the likelihood of an unfavorable outcome is either probable or remote or the amount or
range of potential loss; however, the Company believes it has meritorious defenses and will
vigorously defend this action.
76
Commitments
TSYS Acquiring Solutions, Inc. (TSYS) Processing Commitments. The Company obtains
transaction processing services for Electronic Payment Processing from TSYS. Under terms of this
agreement, GCA is obligated to pay TSYS monthly processing and hosting fees during the term of this
Agreement which expires in June 2013.
7. BORROWINGS
Senior Secured Credit Facility
On November 1, 2006, GCA and Holdings entered into the Second Amended and Restated Credit
Agreement with certain lenders, Bank of America, N.A., as Administrative Agent and Wachovia Bank,
N.A., as Syndication Agent.
The Second Amended and Restated Credit Agreement significantly amended and restated the terms
of GCAs existing senior secured credit facilities to provide for a $100.0 million term loan
facility and a $100.0 million five-year revolving credit facility, with a $25.0 million letter of
credit sublimit and a $5.0 million swingline loan sublimit. The Second Amended and Restated Credit
Agreement also contained an increase option permitting GCA to arrange with existing lenders and/or
new lenders to provide up to an aggregate of $150.0 million in additional term loan or revolving
credit commitments.
Borrowings under the Second Amended and Restated Credit Agreement bore interest at LIBOR plus
an applicable margin, which is based on the Companys Senior Leverage Ratio (as defined under the
Second Amended and Restated Credit Agreement). At December 31, 2010 and 2009, the applicable margin
was 112.5 and 87.5 basis points, respectively, and the effective rate of interest was 1.39% and
1.11%, respectively. Principal, together with accrued and unpaid interest, was due on the maturity
date, November 1, 2011. GCA had the ability to prepay the loans and terminate the commitments at any time, without
premium or penalty, subject to certain qualifications set forth in the agreement. Furthermore, the
Second Amended and Restated Credit Agreement contained mandatory prepayment provisions which, under
certain circumstances, obligate GCA to apply portions of its Excess Cash Flow (as defined under the
Second Amended and Restated Credit Agreement) to prepayment of the senior secured credit
facilities.
As of December 31, 2010, the scheduled quarterly amortization payments on the term loan
portion of the Second Amended and Restated Credit Agreement were $250,000 through September 30,
2010. In December 2010, the Company repaid $15.3 million of the term loan thereby reducing the
balance on this financial instrument to $81.0 million with the remaining balance of the term loan
and any outstanding amounts under the revolving credit loans due to be repaid on November 1, 2011.
Pursuant to the Second Amended and Restated Credit Agreement, the senior secured credit
facility was secured by substantially all of the assets of GCA and GCAs wholly-owned
domestic subsidiaries other than Arriva, and was guaranteed by the Company and all
of GCAs wholly-owned domestic subsidiaries other than Arriva.
The Second Amended and Restated Credit Agreement contained customary affirmative and negative
covenants, financial covenants, representations and warranties and events of defaults, which are
subject to important exceptions and qualifications, as set forth in the Second Amended and Restated
Credit Agreement. Additionally, there was a covenant related to maximum allowable capital
expenditures. The Company believes it was in compliance with all of its debt covenants that were
applicable as of December 31, 2010.
As of December 31, 2010 and 2009, the Company had $81.0 million and $97.0 million,
respectively, in borrowings under the term loan and $0 under the revolving portion. As of
December 31, 2010 and 2009, the
Company had $2.8 million and $4.1 million, respectively, in letters of credit issued and
outstanding. The letters of credits issued and outstanding reduce amounts available under the
revolving portion of the Second Amended and Restated Credit Agreement.
On
March 1, 2011, the Company refinanced all of its indebtedness
under the New Senior Credit Facility (See Note 12 Subsequent Events.)
77
Senior Subordinated Notes
On March 10, 2004, GCA completed a private placement offering of $235 million 8.75% Senior
Subordinated Notes due March 15, 2012 (the Notes Offering). On October 14, 2004, we completed an
exchange offer of the notes for registered notes of like tenor and effect. The Notes Offering
resulted in proceeds to the Company of $228.3 million net of issuance costs and offering expenses.
Interest on the notes accrues based upon a 360-day year comprised of twelve 30-day months and is
payable semiannually on March 15th and September 15th. Proceeds of the Notes Offering were utilized
to finance in part the redemption of ownership interests in us by First Data Corp and pay related
fees and expenses.
All of the Companys existing and future domestic wholly owned subsidiaries are guarantors of
the notes on a senior subordinated basis. Under terms of the indenture, up to 35% of these notes
may have been redeemed before March 15, 2007, at a price of 108.75% of face, out of the net
proceeds from an equity offering. In October 2005, the Company redeemed $82.25 million of these
notes plus $7.2 million of redemption premium, with the proceeds of its initial public offering
(IPO) of equity securities. The Company may redeem all or a portion of the notes at redemption
prices of 104.375% on or after March 15, 2008, 102.188% on or after March 15, 2009 or 100.000% on
or after March 15, 2010.
As of December 31, 2010 and 2009, the Company had $127.8 million and $152.8 million in
borrowings outstanding under the Notes Offering. At December 31, 2010, we believe that we were in
compliance with all of our covenants under the Notes Offering.
On March 1, 2011, the Company defeased our obligations under the Senior Subordinated Notes
(See Note 12 Subsequent Events.)
Minimum Aggregate Repayment Schedule
At December 31, 2010, the minimum aggregate repayment (excluding excess cash flow payments)
for all borrowings for the years then ending was (in thousands):
|
|
|
|
|
2011 |
|
$ |
81,000 |
|
2012 |
|
|
127,750 |
|
2013 |
|
|
|
|
2014 |
|
|
|
|
2015 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
208,750 |
|
|
|
|
|
8. CAPITAL STOCK
In September 2005, the Company completed an initial public offering of 16,064,157 shares of
common stock at $14.00 per share. Existing stockholders sold 7,064,157 of these shares and the
remaining 9,000,000 shares were sold by the Company. In October 2005, the underwriters exercised
their option to purchase an additional 1,053,568 shares of stock from the Company and 1,165,656
shares of stock from the existing stockholders. The net proceeds to the Company from this combined
equity offering were $130.9 million after deducting underwriting discounts. On October 31, 2005,
the Company used $90.3 million of the net proceeds to repay $82.25 million of senior
subordinated notes and to pay a redemption premium and accrued interest on the repaid notes.
Also on October 31, 2005, the Company used $20.0 million of the IPO proceeds to repay $20.0 million
of the term loan portion of the Companys then existing credit facility.
78
Preferred Stock. The Companys amended and restated certificate of incorporation allows
our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of
preferred stock in one or more series and to fix the designations, powers, preferences, privileges
and relative participating, optional, or special rights as well as the qualifications, limitations
or restrictions of the preferred stock, including dividend rights, conversion rights, voting
rights, terms of redemption and liquidation preferences. As of December 31, 2010, we had no shares
of preferred stock outstanding.
Common Stock. Subject to the preferences that may apply to shares of preferred stock that may
be outstanding at the time, the holders of outstanding shares of common stock are entitled to
receive dividends out of assets legally available at the times and in the amounts as our Board of
Directors may from time to time determine. All dividends are non-cumulative. In the event of the
liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to
share ratably in all assets remaining after the payment of liabilities, subject to the prior
distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to
one vote for each share of common stock held on all matters submitted to a vote of stockholders.
Cumulative voting for the election of directors is not provided for. The common stock is not
entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking
fund provisions applicable to the common stock. Each outstanding share of common stock is fully
paid and non-assessable. As of December 31, 2010, we had 85,006,446 shares of common stock issued
and outstanding.
Common Stock Repurchase Program. On February 23, 2010, the Companys Board of Directors
authorized the repurchase pursuant to Rule 10b-18 under the Securities and Exchange Act of 1934, as
amended, of up to an additional $25.0 million worth of the Companys outstanding common stock,
subject to the compliance with such contractual limitations on such repurchases under the Companys
financing agreements in effect from time to time, including but not limited to those relating to
the Companys senior secured indebtedness and senior subordinated notes. For the year ended
December 31, 2010, The Company repurchased 2.0 million of its shares of common stock pursuant to
this repurchase authorization for an aggregate purchase price of $7.7 million.
On April 8, 2010, the Company repurchased in a privately negotiated transaction 3,105,590
shares of its outstanding common stock from various entities affiliated with Summit Partners, L.P.
for an aggregate purchase price of $25.0 million at a purchase price of $8.05 per share of common
stock. Charles J. Fitzgerald is a managing partner of Summit Partners, L.P. and until his term
expired on April 29, 2010, was a member of the Companys Board of Directors. The Company funded
this repurchase with cash on hand. This repurchase was made pursuant to a new authorization by the
Board of Directors of the Company in March 2010, separate from the $25.0 million share repurchase
program previously made on February 23, 2010.
Treasury Stock. In addition to open market purchases of common stock authorized under the
Common Stock Repurchase Program, employees may direct the Company to withhold vested shares of
restricted stock to satisfy the minimum statutory withholding requirements applicable to their
restricted stock vesting. For the year ended December 31, 2010, the Company repurchased or withheld
from restricted stock awards 116,750 shares of common stock at an aggregate purchase price of $0.8
million to satisfy the minimum applicable tax withholding obligations incident to the vesting of
such restricted stock awards.
79
The following table provides the treasury stock activity occurring in 2010 (number of shares
and cost in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Average Price per |
|
|
Cost of Shares |
|
|
|
Shares Purchased |
|
|
Share Purchased |
|
|
Purchased |
|
|
|
or Withheld |
|
|
or Withheld |
|
|
or Withheld |
|
Balance, December 31, 2009 |
|
|
15,404 |
|
|
$ |
7.24 |
|
|
$ |
111,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares purchased |
|
|
5,106 |
|
|
|
6.40 |
|
|
|
32,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares withheld from restricted stock vesting |
|
|
117 |
|
|
|
6.84 |
|
|
|
799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 |
|
|
20,627 |
|
|
$ |
7.03 |
|
|
$ |
145,038 |
|
|
|
|
|
|
|
|
|
|
|
9. RELATED PARTY TRANSACTIONS
Karim Maskatiya and Robert Cucinotta were members of our Board of Directors through the dates
of their respective resignations of May 7, 2008 and May 20, 2008. The Company made payments for
software development costs and system maintenance to Infonox on the Web (Infonox) pursuant to
agreements with Infonox. At the time the Company entered into these agreements, Infonox was
controlled by Karim Masakatiya and Robert Cucinotta, who were also then members of our Board of
Directors, and during a portion of the period presented, Infonox was controlled by family members
of Mr. Maskatiya. These family members of Mr. Maskatiya owned a majority of the ownership interests
and controlled the Board of Directors of Infonox until the closing of the sale of Infonox to Total
System Services, Inc. on November 4, 2008.
In June 2009, the Company repurchased 5,785,602 shares from Robert Cucinotta, which is
believed to be all of the shares previously held by Mr. Cucinotta. In June 2009, Karim Maskatiya
disposed of a number of shares in open market transactions, which is believed to be all of the
shares previously held by Mr. Maskatiya.
Prior to obtaining processing services from TSYS, the Company obtained processing services,
pursuant to the Amended and Restated Agreement for Electronic Payment Processing from USA Payments
and USA Payment Systems (together USAP), a company controlled by Messrs. Maskatiya and Cucinotta.
On January 5, 2009, the Company commenced an action in the State of Nevada District Court, Clark
County against USAP in connection with various disputes relating to the Amended and Restated
Agreement for Electronic Payment Processing. In October 2009, USAP paid the Company $1.8 million
pursuant to an executed settlement agreement and agreed to the settlement of all claims and matters
between the parties.
On April 8, 2010, the Company repurchased in a privately negotiated transaction 3,105,590
shares of its outstanding common stock from various entities affiliated with Summit Partners, L.P.
for an aggregate purchase price of $25.0 million at a purchase price of $8.05 per share of common
stock. Charles J. Fitzgerald is a managing partner of Summit Partners, L.P. and until his term
expired on April 29, 2010, was a member of the Companys Board of Directors. The Company funded
this repurchase with cash on hand. This repurchase was made pursuant to a new authorization by the
Board of Directors of the Company in March 2010, separate from the $25.0 million share repurchase
program previously made on February 23, 2010.
Messrs. Maskatiya and Cucinotta previously controlled and may still control or own all or a
portion, directly or indirectly, MCA Processing LLC, an assembler and distributor of redemption
devices. From time to time in the past, GCA had procured those devices from MCA Processing, LLC,
for usage by or sale to its customers.
Michael
Rumbolz, who serves as a member of our Board of Directors, also
serves as a member of the board of directors of Herbst Gaming, LLC
(Herbst). The Company provides various cash access
products and services to Herbst. Mr. Rumbolz receives both cash and
equity compensation from Herbst in consideration for serving on the
board of directors of Herbst, however, none of this consideration is
tied in any manner to the Companys performance or obligations
under its cash access agreements with Herbst. In addition, Mr.
Rumbolz was not involved in the negotiation of the Companys
cash access agreements with Herbst.
80
The following table represents the transactions with related parties for the years ended
December 31, (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Transaction |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit Partners, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of 3,105,590 shares of common stock pursuant to
the authorization by the Board of Directors in March 2010 |
|
$ |
25,000 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infonox on the Web: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software development costs and maintenance expense |
|
|
|
|
|
|
|
|
|
|
3,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USA Payments & USA Payments Systems: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction processing charges included in cost of revenues
(exclusive of depreciation and amortization) and operating
expenses |
|
|
|
|
|
|
3,140 |
|
|
|
3,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass through billing related to gateway fees, telecom and other
items included in cost of revenues (exclusive of depreciation
and amortization) and operating expenses |
|
|
|
|
|
|
728 |
|
|
|
1,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sublease income earned for leasing out corporate office space for
backup servers |
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MCA Processing LLC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment purchases |
|
|
|
|
|
|
|
|
|
|
710 |
|
The following table details the amounts receivable from or (liabilities to) these related
parties that are recorded as part of other receivables, net, accounts payable or accrued expenses
in the consolidated balance sheets as of December 31, (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Transaction |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&C International and related companies |
|
$ |
|
|
|
$ |
|
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total included within receivables, other |
|
$ |
|
|
|
$ |
|
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USA Payment Systems |
|
$ |
|
|
|
$ |
|
|
|
$ |
(212 |
) |
Infonox on the Web |
|
|
|
|
|
|
|
|
|
|
(447 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total included within accounts payable and accrued expenses |
|
$ |
|
|
|
$ |
|
|
|
$ |
(659 |
) |
|
|
|
|
|
|
|
|
|
|
10. INCOME TAXES
In July 2006, the FASB issued guidance which clarifies the accounting and disclosure for
uncertainty in tax positions, as defined. This guidance provides that a tax benefit from an
uncertain tax position may be recognized when it is more likely than not that the position will be
sustained upon examination, including resolutions of any related appeals or litigation processes,
based on the technical merits. Income tax positions must meet a more-likely-than-not recognition
threshold at the effective date to be recognized upon the adoption of this guidance and in
subsequent periods. This interpretation also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.
The Company was subject to the provisions of the pronouncement as of January 1, 2007, and has
analyzed filing positions in all of the federal and
state jurisdictions where it is required to file income tax returns, as well as all open tax
years in these jurisdictions. The Company believes that its income tax filing positions and
deductions will be sustained on audit and does not anticipate any adjustments that will result in a
material change to its financial position.
81
We may from time to time be assessed interest or penalties by tax jurisdictions, although any
such assessments historically have been minimal and immaterial to our financial results. The
Companys policy for recording interest and penalties associated with audits and unrecognized tax
benefits is to record such items as a component of income tax expenses.
The income tax provision (benefit) attributable to continuing operations and discontinued
operations for the years ended December 31, is as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations |
|
$ |
18,751 |
|
|
$ |
20,556 |
|
|
$ |
23,349 |
|
Discontinued Operations |
|
|
|
|
|
|
25 |
|
|
|
(2,214 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,751 |
|
|
$ |
20,581 |
|
|
$ |
21,135 |
|
|
|
|
|
|
|
|
|
|
|
The following table presents the domestic and foreign components of pretax income and recorded
income tax expense attributable to continuing operations for the years ended December 31, (amounts
are in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Components of pretax income: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
35,838 |
|
|
$ |
53,717 |
|
|
$ |
49,043 |
|
Foreign |
|
|
463 |
|
|
|
377 |
|
|
|
1,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
36,301 |
|
|
$ |
54,094 |
|
|
$ |
50,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision (benefit) for income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
Domestic |
|
$ |
17,680 |
|
|
$ |
20,616 |
|
|
$ |
22,978 |
|
Foreign |
|
|
1,040 |
|
|
|
(29 |
) |
|
|
420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
18,720 |
|
|
$ |
20,587 |
|
|
$ |
23,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) from minority ownership loss |
|
|
31 |
|
|
|
(31 |
) |
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes, as reported |
|
$ |
18,751 |
|
|
$ |
20,556 |
|
|
$ |
23,349 |
|
|
|
|
|
|
|
|
|
|
|
The Companys income tax provision attributable to income from continuing operations before
income taxes consists of the following components as of December 31, (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
$ |
1,283 |
|
|
$ |
1,001 |
|
|
$ |
437 |
|
Deferred |
|
|
17,468 |
|
|
|
19,555 |
|
|
|
22,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes |
|
$ |
18,751 |
|
|
$ |
20,556 |
|
|
$ |
23,349 |
|
|
|
|
|
|
|
|
|
|
|
82
The reconciliation between the Companys effective tax rate on income from continuing
operations and the statutory tax rate for the years ended December 31, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Foreign provision |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
State/Province income tax |
|
|
1.7 |
|
|
|
2.6 |
|
|
|
1.3 |
|
Non-deductible compensation cost |
|
|
2.4 |
|
|
|
1.9 |
|
|
|
10.5 |
|
Change in valuation allowance |
|
|
(4.1 |
) |
|
|
1.0 |
|
|
|
(0.7 |
) |
Foreign dividends and IRC Sec. 956 inclusions, net of
foreign tax deduction |
|
|
14.7 |
|
|
|
|
|
|
|
|
|
Non-deductible expenses and other items |
|
|
2.1 |
|
|
|
0.1 |
|
|
|
0.3 |
|
Adjustment to carrying value |
|
|
|
|
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
51.7 |
% |
|
|
38.0 |
% |
|
|
46.0 |
% |
|
|
|
|
|
|
|
|
|
|
The following table outlines the principal components of deferred tax items at December 31,
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
Deferred tax assets related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Property, equipment and leasehold improvements |
|
$ |
235 |
|
|
$ |
614 |
|
|
$ |
49 |
|
Accounts receivable allowances |
|
|
6,675 |
|
|
|
7,421 |
|
|
|
5,786 |
|
Foreign tax credits |
|
|
|
|
|
|
4,297 |
|
|
|
4,297 |
|
Net operating losses |
|
|
16,576 |
|
|
|
11,370 |
|
|
|
2,492 |
|
Stock options FAS 123(R) expense |
|
|
4,768 |
|
|
|
3,912 |
|
|
|
2,374 |
|
Intangibles |
|
|
102,598 |
|
|
|
121,710 |
|
|
|
142,394 |
|
Accrued and prepaid expenses |
|
|
300 |
|
|
|
586 |
|
|
|
|
|
Other |
|
|
734 |
|
|
|
472 |
|
|
|
315 |
|
Valuation allowance |
|
|
|
|
|
|
(1,475 |
) |
|
|
(949 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax assets |
|
|
131,886 |
|
|
|
148,907 |
|
|
|
156,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued and prepaid expenses |
|
|
|
|
|
|
|
|
|
|
87 |
|
Other |
|
|
339 |
|
|
|
143 |
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax liabilities |
|
|
339 |
|
|
|
143 |
|
|
|
244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes, net |
|
$ |
131,547 |
|
|
$ |
148,764 |
|
|
$ |
156,514 |
|
|
|
|
|
|
|
|
|
|
|
During 2010 GCA, Inc. received a one-time dividend of $3.5 million from GCA Canada. The
Company also intends to repatriate $1.4 million from Global Cash Access Switzerland A.G. (GCA
Switzerland) in 2011. For all of our investments in foreign subsidiaries, except for GCA (Macau),
S.A. (GCA Macau) and the aforementioned one-time repatriation events, deferred taxes have not
been provided on unrepatriated foreign earnings. Unrepatriated earnings as of December 31, 2010,
are approximately $3.6 million. These earnings are considered permanently reinvested, as it is
managements intention to reinvest foreign earnings in foreign operations. The Company projects
that it will have sufficient cash flow in the U.S. and does not need to repatriate these foreign
earnings to finance U.S. operations.
As a result of certain realization requirements under the FASB guidance on share-based
payments (revised 2004), the table of deferred tax assets and liabilities shown above does not
include certain deferred tax assets at December 31, 2010, 2009 and 2008 that arose directly from
tax deductions related to equity compensation in excess
of compensation recognized for financial reporting. Equity will be increased by $1.6 million
if and when such deferred tax assets are ultimately realized. The Company uses the FASB guidance
on income taxes ordering for purposes of determining when excess tax benefits have been realized.
83
As of December 31, 2010, the Company had a deferred tax asset recorded on the balance sheet of
approximately $4.3 million related to foreign tax credits. Foreign tax credits can be carried
forward to offset future U.S. taxable income subject to certain limitations for a period of 10
years. Approximately $0.6 million, $1.2 million,
$1.0 million, $0.9 million and $0.7 million will
expire in 2013, 2014, 2015, 2016 and 2017, respectively based on the years the foreign taxes were
paid. As of December 31, 2010, the Company had a valuation allowance related to the foreign tax
credit deferred tax asset of $1.5 million for the expected expiration of a portion of the foreign
tax credit carryforwards, due to the uncertainty of future foreign source taxable income. In
making such determination, we considered all available positive and negative evidence, including
future reversals of existing taxable temporary differences, projected future taxable income,
projected future foreign source income, tax planning strategies and recent financial operations.
These assumptions required significant judgment about the forecasts of future taxable and foreign
source income. As of December 31, 2010, the Company re-evaluated the future ability to realize the
foreign tax credit deferred tax asset based on future taxable and foreign source income. Based on
this analysis, the Company believes there is insufficient evidence that the Company will utilize
the foreign tax credit deferred tax asset. Accordingly, the Company is electing to deduct foreign
taxes and is reversing the $4.3 million deferred tax asset and associated $1.5 million valuation
allowance. This change in position relating to foreign tax credits increases the current tax
provision by approximately $1.7 million.
As of December 31, 2010, the Company also has foreign tax credits available of approximately
$2.6 million related to the Canadian and Swiss repatriations. Due to the uncertainty of future
foreign source and taxable income, the Company is also electing to deduct these foreign taxes.
As of December 31, 2010, the Company has approximately $49.9 million accumulated federal net
operating losses, inclusive of the increase in net operating loss attributable to deducting foreign
taxes. The net operating losses can be carried forward and applied to offset taxable income for 20
years and will expire starting in 2022.
As of December 31, 2010, we had a net deferred income tax asset of $131.5 million. We
recognized a deferred tax asset upon our conversion from a limited liability company to a
corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members
of the limited liability company. The principal component of the deferred tax asset is a difference
between our assets for financial accounting and tax purposes. This difference results from a
significant balance of acquired goodwill of approximately $687 million that was generated as part
of the conversion to a corporation plus approximately $98 million in pre-existing goodwill carried
over from periods prior to the conversion. Both of these assets are recorded for tax purposes but
not for financial accounting purposes. They are amortized over 15 years for tax purposes, using the
Companys current earnings, this results in annual pretax income being approximately $52.3 million
lower for tax purposes than for financial accounting purposes. At an estimated blended domestic
effective tax rate of 36.4%, this results in tax payments being a maximum of approximately $19.0
million less than the provision for income taxes shown on the income statement for financial
accounting purposes. Given the Companys current estimates, this is an expected aggregate of $158.6
million in cash savings over the remaining life of the portion of our deferred tax asset related to
the conversion. These deferred tax assets may be subject to certain limitations. We believe that
it is more likely than not that we will be able to utilize our deferred tax asset. However, the
utilization of this tax asset is subject to many factors beyond our control including our earnings,
a change of control of the Company and future estimations of earnings.
As of December 31, 2009, the Company has provided a liability for $0.4 million of unrecognized
tax benefits related to depreciation and restricted stock options associated with the initial
accounting for the CSI acquisition. The recognition of this amount would not impact the Companys
effective tax rate, if recognized. As we have legacy CSI net operating loss (NOL) carry forwards
that are required to be applied against any taxable income, the liability associated with these
uncertain tax positions has been offset against the NOL carry forwards. We have not accrued any
interest or penalties related to the unrecognized tax benefits. The Company anticipates that the
total amount of its unrecognized tax benefits will be reduced by $0.2 million during the next
twelve months.
The Company is subject to taxation in the U.S. and various states and foreign jurisdictions.
As of December 31, 2010, the Companys tax years for 2007 through 2010 are subject to examination
by the tax authorities. The company is currently under examination by the states of California for
2007 and 2008, and New York for 2007 through 2009. With few exceptions, as of December 31, 2010,
the Company is no longer subject to U.S. federal,
state, local or foreign examination by tax authorities for years before 2007. Tax year 2006
was open as of December 31, 2009.
84
11. SEGMENT INFORMATION
Operating segments are components of an enterprise about which separate financial information
is available that is evaluated regularly by the chief operating decision maker, or decision-making
group, in deciding how to allocate resources and in assessing performance. The Companys chief
operating decision-making group consists of the Chief Executive Officer and Chief Financial
Officer. The operating segments are reviewed separately because each represents products that can
be, and often are, sold separately to our customers.
The Company operates in three distinct business segments: (1) cash advance, (2) ATM and (3)
check services. These segments are monitored separately by management for performance against its
internal forecast and are consistent with the Companys internal management reporting.
Other lines of business, none of which exceed the established materiality for segment
reporting, include Arriva, credit reporting services, Western Union, Casino Marketing Services,
Global Recovery Services and IFT, among others.
The Companys internal management reporting does not allocate overhead or depreciation and
amortization expenses to the respective business segments. For the segment information presented
below, these amounts have been allocated to the respective segments based upon relation to the
business segment (where identifiable) or on respective revenue contribution.
The Companys business is predominantly domestic, with no specific regional concentrations and
no significant assets in foreign locations.
Major customers For the years ended December 31, 2010, 2009 and 2008, the combined revenues
from all segments for our largest customer, Harrahs Operating Company, Inc. and its subsidiaries
and affiliates was approximately $79.6 million, $92.8 million and $107.9 million, respectively,
representing 13.3%, 14.1% and 16.1%, respectively, of the Companys total consolidated revenues. In
July 2010, Harrahs announced its intention not to renew its agreements with us for the provision
of cash access services with the Company, which expired in November 2010. Our five largest
customers accounted for approximately 34.6%, 34.4% and 34.2% of our total revenue in 2010, 2009 and
2008, respectively. No other single customer accounted for more than 10% of our total revenue in
2010, 2009 and 2008.
The accounting policies of the operating segments are generally the same as those described in
the summary of significant accounting policies.
85
The tables below present the results of operations and total assets by operating segment as
of, and for the years ended December 31, 2010, 2009 and 2008 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
Check |
|
|
|
|
|
|
|
|
|
|
|
|
Advance |
|
|
ATM |
|
|
Services |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
244,139 |
|
|
$ |
314,627 |
|
|
$ |
28,357 |
|
|
$ |
18,467 |
|
|
$ |
|
|
|
$ |
605,590 |
|
Operating income |
|
|
49,130 |
|
|
|
41,782 |
|
|
|
15,595 |
|
|
|
11,922 |
|
|
|
(65,798 |
) |
|
|
52,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
289,314 |
|
|
$ |
325,953 |
|
|
$ |
38,525 |
|
|
$ |
13,928 |
|
|
$ |
|
|
|
$ |
667,720 |
|
Operating income |
|
|
63,323 |
|
|
|
43,854 |
|
|
|
21,564 |
|
|
|
11,406 |
|
|
|
(68,093 |
) |
|
|
72,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
326,476 |
|
|
$ |
289,122 |
|
|
$ |
42,366 |
|
|
$ |
13,644 |
|
|
$ |
|
|
|
$ |
671,608 |
|
Operating income |
|
|
74,684 |
|
|
|
45,550 |
|
|
|
18,594 |
|
|
|
11,078 |
|
|
|
(71,260 |
) |
|
|
78,646 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
Total Assets |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
138,631 |
|
|
$ |
134,439 |
|
ATM |
|
|
52,424 |
|
|
|
89,100 |
|
Check services |
|
|
33,816 |
|
|
|
47,136 |
|
Other |
|
|
38,003 |
|
|
|
35,575 |
|
Corporate |
|
|
195,520 |
|
|
|
195,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
458,394 |
|
|
$ |
501,767 |
|
|
|
|
|
|
|
|
12. SUBSEQUENT EVENTS
Debt Refinancing
On March 1, 2011, GCA, together with its sole stockholder, Holdings entered into a Credit
Agreement (the Credit Agreement) with certain lenders, Deutsche Bank Trust Company Americas., as
Administrative Agent and Wells Fargo Securities, LLC., as Syndication Agent. The New Senior Credit
Facility established under the Credit Agreement provides for a $210.0 million term loan facility and a $35.0 million revolving credit
facility. The revolving credit facility includes provisions for the issuance of up to $10.0 million
of letters of credit and up to $5.0 million in swingline loans. The Credit Agreement also contains
an increase option permitting GCA to arrange with existing lenders and/or new lenders for them to
provide up to an aggregate of $50.0 million in additional term loan commitments. All $210 million
of available borrowings under the term loan facility were borrowed concurrent with the
establishment of the New Senior Credit Facility. Once repaid, no amounts under the term loan
facility may be reborrowed. In addition, $4 million of available borrowings under the revolving
credit facility were borrowed concurrent with the establishment of the New Senior Credit Facility.
Once repaid, amounts under the revolving credit facility may be reborrowed.
The
term loan requires principal repayments of one quarter of 1% of the
aggregate initial principal amount of the term loans, or $525,000 per quarter as well as annual
mandatory prepayment provisions based on an excess cash flow sweep equal to a fixed percentage of
excess cash flow (as defined in the Credit Agreement). The remaining principal is due on the
maturity date, March 1, 2016. GCA may prepay the loans and terminate the commitments at any time
after the first year, without premium or penalty, subject to certain qualifications set forth in
the Credit Agreement. Furthermore, the Credit Agreement contains mandatory prepayment provisions
which, under certain circumstances, such as asset or equity sales, obligate GCA to apply defined
portions of its cash flow to prepayment of the New Senior Credit Facility.
86
Borrowings under the New Senior Credit Facility bear interest at either (x) a specified base
rate plus a 4.50% margin, or (y) LIBOR plus a 5.5% margin. The base rate minimum is 2.50% and the
LIBOR minimum is 1.50%. Interest in respect of base rate loans is payable quarterly in arrears and
interest in respect of LIBOR loans is payable in arrears at the end of the applicable interest
period and every three months in the case of interest periods in excess of three months. Interest
is also payable at the time of repayment of any loans and at maturity.
The New Senior Credit Facility is unconditionally guaranteed by the Holdings and each direct
and indirect domestic subsidiary of GCA. All amounts owing under the New Senior Credit Facility are
secured by a first priority perfected security interest in all stock
(but only 65% of the stock of foreign subsidiaries), other equity interests and
promissory notes owned by GCA and a first priority perfected security interest in all other
tangible and intangible assets owned by GCA and the guarantors.
The Credit Agreement contains customary affirmative and negative covenants, financial
covenants, representations and warranties and events of defaults.
The significant financial covenants are:
Interest Coverage Ratio (as defined in the Credit Agreement)
|
|
|
|
|
Fiscal Quarter Ended |
|
Ratio |
|
March 31, 2011 - June 30 2011 |
|
|
2.50:1.00 |
|
September 30, 2011 - December 31, 2011 |
|
|
2.75:1.00 |
|
March 31, 2012 - December 31, 2012 |
|
|
3.00:1.00 |
|
March 31, 2013 - December 31, 2013 |
|
|
3.25:1.00 |
|
March 31, 2014 - December 31, 2014 |
|
|
3.50:1.00 |
|
Thereafter |
|
|
3.75:1.00 |
|
Total Leverage Ratio (as defined in the Credit Agreement)
|
|
|
|
|
Anytime in Period Ended |
|
Ratio |
|
March 31, 2011 - December 30, 2011 |
|
|
4.25:1.00 |
|
December 31, 2011 - March 30, 2012 |
|
|
4.00:1.00 |
|
March 31, 2012 - September 30, 2012 |
|
|
3.75:1.00 |
|
September 30, 2012 - March 30, 2015 |
|
|
3.25:1.00 |
|
Thereafter |
|
|
2.75:1.00 |
|
Excess Cash Flow Sweep (1)
|
|
|
|
|
If Total Leverage: |
|
Sweep percentage |
|
is greater than 2.50:1.00 |
|
|
50 |
% |
is less than 2.50:1.00 but greater than 1.50:1.00 |
|
|
25 |
% |
is less than 1.50:1.00 |
|
|
0 |
% |
|
|
|
(1) |
|
GCA is required to pay a percentage of Excess Cash Flow, as defined in the Credit Agreement,
which is based upon the Total Leverage Ratio, as defined in the Credit Agreement. |
Sponsorship Agreement
On February 11, 2011, GCA entered into a Sponsorship Agreement with American State Bank.
Pursuant to the Sponsorship Agreement, American State Bank will sponsor GCA into the credit card
associations and various credit and debit networks to process ATM, credit card and debit card
transactions on behalf of GCA in the United States on a non-exclusive basis. In addition, GCA has
agreed to pay American State Bank a per transaction fee based upon the number of transactions
processed by GCA and that are covered under the Sponsorship Agreement together with various
incidental card association and credit and debit network registration fees and expenses. The
initial term of the Sponsorship Agreement is for a period of five years and will automatically
renew for additional one year periods unless either party gives the other party notice of its
intent not to renew the Sponsorship Agreement at least 180 days prior to the expiration of the then
current term of the Sponsorship Agreement. GCA is in the process of transitioning sponsorship
services to American State Bank from Bank of America, the Companys current sponsor bank.
87
13. QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Year |
|
|
|
(amounts in thousands, except earnings per share) |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
158,512 |
|
|
$ |
157,150 |
|
|
$ |
152,121 |
|
|
$ |
137,807 |
|
|
$ |
605,590 |
|
Operating income |
|
|
15,523 |
|
|
|
13,729 |
|
|
|
13,323 |
|
|
|
10,055 |
|
|
|
52,630 |
|
Income from continuing operations,
net of tax |
|
|
6,945 |
|
|
|
5,945 |
|
|
|
4,919 |
|
|
|
(259 |
) |
|
|
17,550 |
|
Net income (loss), attributable to GCA,
Holdings, Inc. |
|
|
6,950 |
|
|
|
5,884 |
|
|
|
4,919 |
|
|
|
(259 |
) |
|
|
17,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.10 |
|
|
$ |
0.09 |
|
|
$ |
0.08 |
|
|
$ |
|
|
|
$ |
0.27 |
|
Net income |
|
$ |
0.10 |
|
|
$ |
0.09 |
|
|
$ |
0.08 |
|
|
$ |
|
|
|
$ |
0.27 |
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.10 |
|
|
$ |
0.09 |
|
|
$ |
0.07 |
|
|
$ |
|
|
|
$ |
0.26 |
|
Net income (loss) attributable to GCA
Holdings, Inc. |
|
$ |
0.10 |
|
|
$ |
0.09 |
|
|
$ |
0.07 |
|
|
$ |
|
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
181,674 |
|
|
$ |
172,971 |
|
|
$ |
164,319 |
|
|
$ |
148,756 |
|
|
$ |
667,720 |
|
Operating income |
|
|
19,271 |
|
|
|
19,289 |
|
|
|
17,469 |
|
|
|
16,025 |
|
|
|
72,054 |
|
Income from continuing operations,
net of tax |
|
|
9,062 |
|
|
|
9,127 |
|
|
|
8,103 |
|
|
|
7,246 |
|
|
|
33,538 |
|
Net income, attributable to GCA,
Holdings, Inc. |
|
|
9,108 |
|
|
|
9,158 |
|
|
|
8,115 |
|
|
|
7,257 |
|
|
|
33,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.10 |
|
|
$ |
0.45 |
|
Net income |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.10 |
|
|
$ |
0.45 |
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.10 |
|
|
$ |
0.45 |
|
Net income (loss), attributable to GCA,
Holdings, Inc. |
|
$ |
0.12 |
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.10 |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares |
|
|
68,268 |
|
|
|
65,836 |
|
|
|
65,384 |
|
|
|
64,002 |
|
|
|
65,903 |
|
Diluted shares |
|
|
70,513 |
|
|
|
67,926 |
|
|
|
66,240 |
|
|
|
64,002 |
|
|
|
67,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares |
|
|
77,368 |
|
|
|
76,934 |
|
|
|
72,182 |
|
|
|
69,801 |
|
|
|
74,232 |
|
Diluted shares |
|
|
77,368 |
|
|
|
79,020 |
|
|
|
73,845 |
|
|
|
71,353 |
|
|
|
75,356 |
|
88
14. GUARANTOR INFORMATION
In March 2004, GCA issued $235 million in aggregate principal amount of 8¾% senior
subordinated notes due 2012 (the Notes). There were $127.8 million and $152.8 million in Notes
outstanding at December 31, 2010 and 2009, respectively. The Notes are guaranteed by all of the
GCAs existing domestic wholly-owned subsidiaries. In addition, effective upon the closing of the
Companys initial public offering of common stock, Holdings guaranteed, on a subordinated basis,
GCAs obligations under these Notes. These guarantees are full, unconditional, joint and several.
Global Cash Access (Canada), Inc. (GCA Canada), Global Cash Access (BVI), Inc. (GCA BVI), GCA
Switzerland, Global Cash Access (HK), LTD (GCA HK), and GCA Macau; all wholly owned non-domestic
subsidiaries, and IFT, a consolidated joint venture, do not guarantee the Notes. On March 1, 2011,
in connection with the establishment of the New Senior Credit Facility, GCA irrevocably deposited
into trust with the Bank of New York Mellon Trust Company, the trustee under the indenture, an
aggregate of $133,711,666 in cash to pay and discharge the entire indebtedness on the Senior
Subordinated Notes on March 27, 2011.
The following consolidating schedules present separate unaudited financial statement
information on a combined basis for the parent only, the issuer, as well as the Companys guarantor
subsidiaries and non-guarantor subsidiaries and affiliate, as of and for the years ended December
31, 2010 and 2009.
89
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE BALANCE SHEET INFORMATION
DECEMBER 31, 2010
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
Elimination |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Entries * |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
|
|
|
$ |
51,236 |
|
|
$ |
801 |
|
|
$ |
8,599 |
|
|
$ |
|
|
|
$ |
60,636 |
|
Restricted cash and
cash equivalents |
|
|
|
|
|
|
455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
455 |
|
Settlement receivables |
|
|
|
|
|
|
39,510 |
|
|
|
|
|
|
|
1,378 |
|
|
|
(30,514 |
) |
|
|
10,374 |
|
Other receivables, net |
|
|
52,027 |
|
|
|
145,930 |
|
|
|
96,198 |
|
|
|
28,012 |
|
|
|
(306,956 |
) |
|
|
15,211 |
|
Inventory |
|
|
|
|
|
|
|
|
|
|
3,845 |
|
|
|
|
|
|
|
|
|
|
|
3,845 |
|
Prepaid and other
assets |
|
|
|
|
|
|
7,575 |
|
|
|
391 |
|
|
|
234 |
|
|
|
|
|
|
|
8,200 |
|
Investment in
subsidiaries |
|
|
143,478 |
|
|
|
123,875 |
|
|
|
|
|
|
|
|
|
|
|
(267,353 |
) |
|
|
|
|
Property, equipment
and leasehold
improvements, net |
|
|
|
|
|
|
15,444 |
|
|
|
877 |
|
|
|
327 |
|
|
|
|
|
|
|
16,648 |
|
Other intangibles, net |
|
|
|
|
|
|
26,152 |
|
|
|
29 |
|
|
|
187 |
|
|
|
|
|
|
|
26,368 |
|
Goodwill, net |
|
|
|
|
|
|
128,063 |
|
|
|
56,218 |
|
|
|
829 |
|
|
|
|
|
|
|
185,110 |
|
Deferred income taxes, net |
|
|
|
|
|
|
119,768 |
|
|
|
11,670 |
|
|
|
109 |
|
|
|
|
|
|
|
131,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
195,505 |
|
|
$ |
658,008 |
|
|
$ |
170,029 |
|
|
$ |
39,675 |
|
|
$ |
(604,823 |
) |
|
$ |
458,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement liabilities |
|
$ |
|
|
|
$ |
87,487 |
|
|
$ |
|
|
|
$ |
2,768 |
|
|
$ |
(30,514 |
) |
|
$ |
59,741 |
|
Accounts payable |
|
|
|
|
|
|
26,072 |
|
|
|
315 |
|
|
|
2,175 |
|
|
|
|
|
|
|
28,562 |
|
Accrued expenses |
|
|
52,027 |
|
|
|
192,221 |
|
|
|
65,870 |
|
|
|
14,701 |
|
|
|
(306,956 |
) |
|
|
17,863 |
|
Borrowings |
|
|
|
|
|
|
208,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
52,027 |
|
|
|
514,530 |
|
|
|
66,185 |
|
|
|
19,644 |
|
|
|
(337,470 |
) |
|
|
314,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
attributable to GCA, Inc. |
|
|
143,478 |
|
|
|
143,478 |
|
|
|
103,844 |
|
|
|
20,031 |
|
|
|
(267,353 |
) |
|
|
143,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTEREST |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
143,478 |
|
|
|
143,478 |
|
|
|
103,844 |
|
|
|
20,031 |
|
|
|
(267,353 |
) |
|
|
143,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
195,505 |
|
|
$ |
658,008 |
|
|
$ |
170,029 |
|
|
$ |
39,675 |
|
|
$ |
(604,823 |
) |
|
$ |
458,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include intercompany investments and management fees |
90
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE BALANCE SHEET INFORMATION
DECEMBER 31, 2009
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
Elimination |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Entries * |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
|
|
|
$ |
74,272 |
|
|
$ |
301 |
|
|
$ |
10,195 |
|
|
$ |
|
|
|
$ |
84,768 |
|
Restricted cash and
cash equivalents |
|
|
|
|
|
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
369 |
|
Settlement receivables |
|
|
|
|
|
|
40,872 |
|
|
|
|
|
|
|
1,593 |
|
|
|
(31,464 |
) |
|
|
11,001 |
|
Other receivables, net |
|
|
12 |
|
|
|
18,174 |
|
|
|
91,557 |
|
|
|
1,456 |
|
|
|
(86,676 |
) |
|
|
24,523 |
|
Prepaid and other
assets |
|
|
|
|
|
|
9,458 |
|
|
|
762 |
|
|
|
195 |
|
|
|
|
|
|
|
10,415 |
|
Investment in
subsidiaries |
|
|
145,409 |
|
|
|
110,037 |
|
|
|
|
|
|
|
|
|
|
|
(255,446 |
) |
|
|
|
|
Property, equipment
and leasehold
improvements, net |
|
|
|
|
|
|
18,528 |
|
|
|
427 |
|
|
|
464 |
|
|
|
|
|
|
|
19,419 |
|
Other intangibles, net |
|
|
|
|
|
|
27,592 |
|
|
|
56 |
|
|
|
506 |
|
|
|
|
|
|
|
28,154 |
|
Goodwill, net |
|
|
|
|
|
|
128,064 |
|
|
|
45,500 |
|
|
|
790 |
|
|
|
|
|
|
|
174,354 |
|
Deferred income taxes, net |
|
|
|
|
|
|
137,073 |
|
|
|
11,617 |
|
|
|
74 |
|
|
|
|
|
|
|
148,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
145,421 |
|
|
$ |
564,439 |
|
|
$ |
150,220 |
|
|
$ |
15,273 |
|
|
$ |
(373,586 |
) |
|
$ |
501,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement liabilities |
|
$ |
|
|
|
$ |
89,610 |
|
|
$ |
8 |
|
|
$ |
3,159 |
|
|
$ |
(31,464 |
) |
|
$ |
61,313 |
|
Accounts payable |
|
|
|
|
|
|
28,182 |
|
|
|
162 |
|
|
|
138 |
|
|
|
|
|
|
|
28,482 |
|
Accrued expenses |
|
|
12 |
|
|
|
51,488 |
|
|
|
47,422 |
|
|
|
4,567 |
|
|
|
(86,676 |
) |
|
|
16,813 |
|
Borrowings |
|
|
|
|
|
|
249,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
12 |
|
|
|
419,030 |
|
|
|
47,592 |
|
|
|
7,864 |
|
|
|
(118,140 |
) |
|
|
356,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
attributable to GCA, Inc. |
|
|
145,497 |
|
|
|
145,497 |
|
|
|
102,628 |
|
|
|
7,409 |
|
|
|
(255,534 |
) |
|
|
145,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MINORITY INTEREST |
|
|
(88 |
) |
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
88 |
|
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
145,409 |
|
|
|
145,409 |
|
|
|
102,628 |
|
|
|
7,409 |
|
|
|
(255,446 |
) |
|
|
145,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
145,421 |
|
|
$ |
564,439 |
|
|
$ |
150,220 |
|
|
$ |
15,273 |
|
|
$ |
(373,586 |
) |
|
$ |
501,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include intercompany investments and management fees |
91
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF INCOME INFORMATION
YEAR ENDED DECEMBER 31, 2010
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
|
|
|
$ |
236,739 |
|
|
$ |
|
|
|
$ |
7,400 |
|
|
$ |
|
|
|
$ |
244,139 |
|
ATM |
|
|
|
|
|
|
314,477 |
|
|
|
|
|
|
|
150 |
|
|
|
|
|
|
|
314,627 |
|
Check services |
|
|
|
|
|
|
13,251 |
|
|
|
15,106 |
|
|
|
|
|
|
|
|
|
|
|
28,357 |
|
Central Credit and other
revenues |
|
|
17,494 |
|
|
|
17,330 |
|
|
|
15,999 |
|
|
|
|
|
|
|
(32,356 |
) |
|
|
18,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
17,494 |
|
|
|
581,797 |
|
|
|
31,105 |
|
|
|
7,550 |
|
|
|
(32,356 |
) |
|
|
605,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive
of depreciation and
amortization) |
|
|
|
|
|
|
(448,575 |
) |
|
|
(9,491 |
) |
|
|
(4,979 |
) |
|
|
|
|
|
|
(463,045 |
) |
Operating expenses |
|
|
|
|
|
|
(65,689 |
) |
|
|
(7,205 |
) |
|
|
(1,467 |
) |
|
|
641 |
|
|
|
(73,720 |
) |
Amortization and depreciation |
|
|
|
|
|
|
(15,409 |
) |
|
|
(437 |
) |
|
|
(349 |
) |
|
|
|
|
|
|
(16,195 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS) |
|
|
17,494 |
|
|
|
52,124 |
|
|
|
13,972 |
|
|
|
755 |
|
|
|
(31,715 |
) |
|
|
52,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST INCOME
(EXPENSE), NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
(expense), net |
|
|
|
|
|
|
(16,368 |
) |
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
(16,329 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAX
(PROVISION) BENEFIT |
|
|
17,494 |
|
|
|
35,756 |
|
|
|
13,972 |
|
|
|
794 |
|
|
|
(31,715 |
) |
|
|
36,301 |
|
INCOME TAX (PROVISION)
BENEFIT |
|
|
|
|
|
|
(18,207 |
) |
|
|
(209 |
) |
|
|
(335 |
) |
|
|
|
|
|
|
(18,751 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS,
NET OF TAX |
|
|
17,494 |
|
|
|
17,549 |
|
|
|
13,763 |
|
|
|
459 |
|
|
|
(31,715 |
) |
|
|
17,550 |
|
LOSS FROM DISCONTINUED
OPERATIONS, NET OF TAX |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
17,494 |
|
|
|
17,549 |
|
|
|
13,763 |
|
|
|
459 |
|
|
|
(31,715 |
) |
|
|
17,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus net income (loss) attributable to minority interest |
|
|
|
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
GCA, Inc. |
|
$ |
17,494 |
|
|
$ |
17,493 |
|
|
$ |
13,763 |
|
|
$ |
459 |
|
|
$ |
(31,715 |
) |
|
$ |
17,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include earnings on subsidiaries and management fees |
92
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF INCOME INFORMATION
YEAR ENDED DECEMBER 31, 2009
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
|
|
|
$ |
279,958 |
|
|
$ |
10 |
|
|
$ |
9,346 |
|
|
$ |
|
|
|
$ |
289,314 |
|
ATM |
|
|
|
|
|
|
325,342 |
|
|
|
(48 |
) |
|
|
659 |
|
|
|
|
|
|
|
325,953 |
|
Check services |
|
|
|
|
|
|
16,459 |
|
|
|
22,066 |
|
|
|
|
|
|
|
|
|
|
|
38,525 |
|
Central Credit and other
revenues |
|
|
33,638 |
|
|
|
23,587 |
|
|
|
8,775 |
|
|
|
1 |
|
|
|
(52,073 |
) |
|
|
13,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
33,638 |
|
|
|
645,346 |
|
|
|
30,803 |
|
|
|
10,006 |
|
|
|
(52,073 |
) |
|
|
667,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive
of depreciation and
amortization) |
|
|
|
|
|
|
(485,542 |
) |
|
|
(9,274 |
) |
|
|
(6,994 |
) |
|
|
|
|
|
|
(501,810 |
) |
Operating expenses |
|
|
|
|
|
|
(71,218 |
) |
|
|
(3,261 |
) |
|
|
(2,170 |
) |
|
|
644 |
|
|
|
(76,005 |
) |
Amortization and depreciation |
|
|
|
|
|
|
(16,290 |
) |
|
|
(1,096 |
) |
|
|
(465 |
) |
|
|
|
|
|
|
(17,851 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS) |
|
|
33,638 |
|
|
|
72,296 |
|
|
|
17,172 |
|
|
|
377 |
|
|
|
(51,429 |
) |
|
|
72,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST INCOME
(EXPENSE), NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
(expense), net |
|
|
|
|
|
|
(17,995 |
) |
|
|
(1 |
) |
|
|
36 |
|
|
|
|
|
|
|
(17,960 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAX
(PROVISION) BENEFIT |
|
|
33,638 |
|
|
|
54,301 |
|
|
|
17,171 |
|
|
|
413 |
|
|
|
(51,429 |
) |
|
|
54,094 |
|
INCOME TAX (PROVISION)
BENEFIT |
|
|
|
|
|
|
(20,650 |
) |
|
|
173 |
|
|
|
(79 |
) |
|
|
|
|
|
|
(20,556 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS,
NET OF TAX |
|
|
33,638 |
|
|
|
33,651 |
|
|
|
17,344 |
|
|
|
334 |
|
|
|
(51,429 |
) |
|
|
33,538 |
|
LOSS FROM DISCONTINUED
OPERATIONS, NET OF TAX |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
33,638 |
|
|
|
33,651 |
|
|
|
17,388 |
|
|
|
334 |
|
|
|
(51,429 |
) |
|
|
33,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus net loss attributable to
minority interest |
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
GCA, Inc. |
|
$ |
33,638 |
|
|
$ |
33,707 |
|
|
$ |
17,388 |
|
|
$ |
334 |
|
|
$ |
(51,429 |
) |
|
$ |
33,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include earnings on subsidiaries and management fees |
93
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF INCOME INFORMATION
YEAR ENDED DECEMBER 31, 2008
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance |
|
$ |
|
|
|
$ |
311,091 |
|
|
$ |
3,249 |
|
|
$ |
12,136 |
|
|
$ |
|
|
|
$ |
326,476 |
|
ATM |
|
|
|
|
|
|
283,820 |
|
|
|
4,121 |
|
|
|
1,181 |
|
|
|
|
|
|
|
289,122 |
|
Check services |
|
|
|
|
|
|
16,447 |
|
|
|
25,919 |
|
|
|
|
|
|
|
|
|
|
|
42,366 |
|
Central Credit and other
revenues |
|
|
25,644 |
|
|
|
1,243 |
|
|
|
9,356 |
|
|
|
14 |
|
|
|
(22,613 |
) |
|
|
13,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
25,644 |
|
|
|
612,601 |
|
|
|
42,645 |
|
|
|
13,331 |
|
|
|
(22,613 |
) |
|
|
671,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive
of depreciation and
amortization) |
|
|
|
|
|
|
(448,750 |
) |
|
|
(35,005 |
) |
|
|
(9,219 |
) |
|
|
|
|
|
|
(492,974 |
) |
Operating expenses |
|
|
|
|
|
|
(75,898 |
) |
|
|
(6,162 |
) |
|
|
(2,717 |
) |
|
|
815 |
|
|
|
(83,962 |
) |
Amortization |
|
|
|
|
|
|
(13,701 |
) |
|
|
(1,873 |
) |
|
|
(452 |
) |
|
|
|
|
|
|
(16,026 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS) |
|
|
25,644 |
|
|
|
74,252 |
|
|
|
(395 |
) |
|
|
943 |
|
|
|
(21,798 |
) |
|
|
78,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST INCOME
(EXPENSE), NET |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
(expense), net |
|
|
|
|
|
|
(27,933 |
) |
|
|
(91 |
) |
|
|
136 |
|
|
|
|
|
|
|
(27,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAX
PROVISION (BENEFIT) |
|
|
25,644 |
|
|
|
46,319 |
|
|
|
(486 |
) |
|
|
1,079 |
|
|
|
(21,798 |
) |
|
|
50,758 |
|
INCOME TAX PROVISION
(BENEFIT) |
|
|
(2,088 |
) |
|
|
(22,849 |
) |
|
|
|
|
|
|
(496 |
) |
|
|
2,084 |
|
|
|
(23,349 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS,
NET OF TAX |
|
|
23,556 |
|
|
|
23,470 |
|
|
|
(486 |
) |
|
|
583 |
|
|
|
(19,714 |
) |
|
|
27,409 |
|
LOSS FROM DISCONTINUED
OPERATIONS, NET OF TAX |
|
|
|
|
|
|
|
|
|
|
(3,939 |
) |
|
|
|
|
|
|
|
|
|
|
(3,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
|
23,556 |
|
|
|
23,470 |
|
|
|
(4,425 |
) |
|
|
583 |
|
|
|
(19,714 |
) |
|
|
23,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus net loss attributable to
minority interest |
|
|
|
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
GCA, Inc. |
|
$ |
23,556 |
|
|
$ |
23,556 |
|
|
$ |
(4,425 |
) |
|
$ |
583 |
|
|
$ |
(19,714 |
) |
|
$ |
23,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include earnings on subsidiaries and management fees |
94
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2010
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
17,494 |
|
|
$ |
17,218 |
|
|
$ |
13,762 |
|
|
$ |
791 |
|
|
$ |
(31,715 |
) |
|
$ |
17,550 |
|
Adjustments to reconcile net
income (loss) to cash provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of financing costs |
|
|
|
|
|
|
973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
973 |
|
Amortization of intangibles |
|
|
|
|
|
|
6,678 |
|
|
|
29 |
|
|
|
165 |
|
|
|
|
|
|
|
6,872 |
|
Depreciation |
|
|
|
|
|
|
8,749 |
|
|
|
408 |
|
|
|
166 |
|
|
|
|
|
|
|
9,323 |
|
Loss
(gain) on disposal of assets |
|
|
|
|
|
|
393 |
|
|
|
|
|
|
|
(759 |
) |
|
|
|
|
|
|
(366 |
) |
Provision for bad debts |
|
|
|
|
|
|
|
|
|
|
5,908 |
|
|
|
|
|
|
|
|
|
|
|
5,908 |
|
Equity income |
|
|
(17,494 |
) |
|
|
(14,221 |
) |
|
|
|
|
|
|
|
|
|
|
31,715 |
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
7,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,935 |
|
Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
|
|
|
|
17,366 |
|
|
|
206 |
|
|
|
(67 |
) |
|
|
|
|
|
|
17,505 |
|
Settlement receivables |
|
|
|
|
|
|
(29,155 |
) |
|
|
|
|
|
|
301 |
|
|
|
30,514 |
|
|
|
1,660 |
|
Other receivables, net |
|
|
|
|
|
|
54,802 |
|
|
|
45,048 |
|
|
|
(4,262 |
) |
|
|
(92,831 |
) |
|
|
2,757 |
|
Inventory |
|
|
|
|
|
|
|
|
|
|
814 |
|
|
|
|
|
|
|
|
|
|
|
814 |
|
Prepaid and other assets |
|
|
|
|
|
|
1,562 |
|
|
|
24 |
|
|
|
(19 |
) |
|
|
|
|
|
|
1,567 |
|
Settlement liabilities |
|
|
|
|
|
|
28,386 |
|
|
|
|
|
|
|
(527 |
) |
|
|
(30,514 |
) |
|
|
(2,655 |
) |
Accounts payable |
|
|
|
|
|
|
(2,110 |
) |
|
|
(634 |
) |
|
|
2,029 |
|
|
|
|
|
|
|
(715 |
) |
Accrued expenses |
|
|
(12 |
) |
|
|
(38,059 |
) |
|
|
(48,718 |
) |
|
|
(99 |
) |
|
|
86,658 |
|
|
|
(230 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by operating activities |
|
|
(12 |
) |
|
|
60,517 |
|
|
|
16,847 |
|
|
|
(2,281 |
) |
|
|
(6,173 |
) |
|
|
68,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Money acquisition,
net of cash |
|
|
|
|
|
|
|
|
|
|
(15,354 |
) |
|
|
|
|
|
|
|
|
|
|
(15,354 |
) |
IFT Dissolution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, equipment
leasehold improvements
and other intangibles |
|
|
|
|
|
|
(8,784 |
) |
|
|
(293 |
) |
|
|
26 |
|
|
|
|
|
|
|
(9,051 |
) |
Changes in restricted cash
and cash equivalents |
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
Investments in subsidiaries |
|
|
19,922 |
|
|
|
|
|
|
|
(556 |
) |
|
|
|
|
|
|
(19,366 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) investing activities |
|
|
19,922 |
|
|
|
(8,871 |
) |
|
|
(16,203 |
) |
|
|
26 |
|
|
|
(19,366 |
) |
|
|
(24,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
95
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2010
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under credit
facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Repayments under credit
facility |
|
|
|
|
|
|
(16,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,000 |
) |
Repayments of senior subordinated debt |
|
|
|
|
|
|
(25,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,000 |
) |
Proceeds from exercises of
stock options |
|
|
5,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,629 |
|
Purchase of treasury stock |
|
|
(33,474 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,474 |
) |
Capital contributions |
|
|
7,935 |
|
|
|
(33,474 |
) |
|
|
|
|
|
|
|
|
|
|
25,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by financing activities |
|
|
(19,910 |
) |
|
|
(74,474 |
) |
|
|
|
|
|
|
|
|
|
|
25,539 |
|
|
|
(68,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS |
|
|
|
|
|
|
(291 |
) |
|
|
|
|
|
|
598 |
|
|
|
|
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND
CASH EQUIVALENTS |
|
|
|
|
|
|
(23,119 |
) |
|
|
644 |
|
|
|
(1,657 |
) |
|
|
|
|
|
|
(24,132 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSBeginning
of period |
|
|
|
|
|
|
74,416 |
|
|
|
157 |
|
|
|
10,195 |
|
|
|
|
|
|
|
84,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSEnd of
period |
|
$ |
|
|
|
$ |
51,297 |
|
|
$ |
801 |
|
|
$ |
8,538 |
|
|
$ |
|
|
|
$ |
60,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include intercompany investments and management fees |
96
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2009
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
33,550 |
|
|
$ |
44,476 |
|
|
$ |
17,457 |
|
|
$ |
334 |
|
|
$ |
(62,235 |
) |
|
$ |
33,582 |
|
Adjustments to reconcile net
income (loss) to cash provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of financing costs |
|
|
|
|
|
|
973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
973 |
|
Amortization of intangibles |
|
|
|
|
|
|
7,336 |
|
|
|
688 |
|
|
|
172 |
|
|
|
|
|
|
|
8,196 |
|
Depreciation |
|
|
|
|
|
|
9,012 |
|
|
|
434 |
|
|
|
294 |
|
|
|
|
|
|
|
9,740 |
|
Loss (gain) on disposal of assets |
|
|
|
|
|
|
165 |
|
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
139 |
|
Provision for bad debts |
|
|
|
|
|
|
|
|
|
|
7,955 |
|
|
|
|
|
|
|
|
|
|
|
7,955 |
|
Deferred income taxes |
|
|
|
|
|
|
19,621 |
|
|
|
51 |
|
|
|
(94 |
) |
|
|
|
|
|
|
19,578 |
|
Equity income |
|
|
(33,550 |
) |
|
|
(28,685 |
) |
|
|
|
|
|
|
|
|
|
|
62,235 |
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
8,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,454 |
|
Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement receivables |
|
|
|
|
|
|
7,777 |
|
|
|
87 |
|
|
|
1,356 |
|
|
|
|
|
|
|
9,220 |
|
Other receivables, net |
|
|
|
|
|
|
14,033 |
|
|
|
(19,339 |
) |
|
|
(766 |
) |
|
|
(5,778 |
) |
|
|
(11,850 |
) |
Prepaid and other assets |
|
|
|
|
|
|
(151 |
) |
|
|
601 |
|
|
|
127 |
|
|
|
|
|
|
|
577 |
|
Settlement liabilities |
|
|
|
|
|
|
19,485 |
|
|
|
(322 |
) |
|
|
(5,658 |
) |
|
|
|
|
|
|
13,505 |
|
Accounts payable |
|
|
|
|
|
|
(6,350 |
) |
|
|
(1,107 |
) |
|
|
(71 |
) |
|
|
|
|
|
|
(7,528 |
) |
Accrued expenses |
|
|
12 |
|
|
|
30,650 |
|
|
|
(32,927 |
) |
|
|
(434 |
) |
|
|
1,121 |
|
|
|
(1,578 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by operating activities |
|
|
12 |
|
|
|
126,796 |
|
|
|
(26,448 |
) |
|
|
(4,740 |
) |
|
|
(4,657 |
) |
|
|
90,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Systems, Inc. acquisition,
net of cash |
|
|
|
|
|
|
|
|
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
(38 |
) |
Purchase of property, equipment
leasehold improvements
and other intangibles |
|
|
|
|
|
|
(17,584 |
) |
|
|
10,818 |
|
|
|
(450 |
) |
|
|
|
|
|
|
(7,216 |
) |
Changes in restricted cash
and cash equivalents |
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
Investments in subsidiaries |
|
|
49,959 |
|
|
|
|
|
|
|
(1,731 |
) |
|
|
|
|
|
|
(48,228 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) investing activities |
|
|
49,959 |
|
|
|
(17,565 |
) |
|
|
9,049 |
|
|
|
(450 |
) |
|
|
(48,228 |
) |
|
|
(7,235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
97
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2009
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under credit
facility |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Repayments under credit
facility |
|
|
|
|
|
|
(16,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,000 |
) |
Proceeds from exercises of
stock options |
|
|
2,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,913 |
|
Purchase of treasury stock |
|
|
(61,338 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,338 |
) |
Capital contributions |
|
|
8,454 |
|
|
|
(61,339 |
) |
|
|
|
|
|
|
|
|
|
|
52,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided
by financing activities |
|
|
(49,971 |
) |
|
|
(77,339 |
) |
|
|
|
|
|
|
|
|
|
|
52,885 |
|
|
|
(74,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS |
|
|
|
|
|
|
(2,597 |
) |
|
|
|
|
|
|
914 |
|
|
|
|
|
|
|
(1,683 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND
CASH EQUIVALENTS |
|
|
|
|
|
|
29,295 |
|
|
|
(17,399 |
) |
|
|
(4,276 |
) |
|
|
|
|
|
|
7,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSBeginning
of period |
|
|
|
|
|
|
45,122 |
|
|
|
17,555 |
|
|
|
14,471 |
|
|
|
|
|
|
|
77,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSEnd of
period |
|
$ |
|
|
|
$ |
74,417 |
|
|
$ |
156 |
|
|
$ |
10,195 |
|
|
$ |
|
|
|
$ |
84,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include intercompany investments and management fees. |
98
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2008
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
23,470 |
|
|
$ |
23,470 |
|
|
$ |
(4,422 |
) |
|
$ |
770 |
|
|
$ |
(19,818 |
) |
|
$ |
23,470 |
|
Adjustments to reconcile net
income (loss) to cash
provided by (used in)
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of financing
costs |
|
|
|
|
|
|
973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
973 |
|
Amortization of intangibles |
|
|
|
|
|
|
5,263 |
|
|
|
1,372 |
|
|
|
167 |
|
|
|
|
|
|
|
6,802 |
|
Depreciation |
|
|
|
|
|
|
8,440 |
|
|
|
693 |
|
|
|
285 |
|
|
|
|
|
|
|
9,418 |
|
Loss on disposal of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for bad debts |
|
|
|
|
|
|
|
|
|
|
17,565 |
|
|
|
|
|
|
|
|
|
|
|
17,565 |
|
Deferred income taxes |
|
|
|
|
|
|
20,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,677 |
|
Equity income |
|
|
(23,470 |
) |
|
|
3,652 |
|
|
|
|
|
|
|
|
|
|
|
19,818 |
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
9,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,050 |
|
Changes in operating assets
and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement receivables |
|
|
|
|
|
|
10,164 |
|
|
|
4,456 |
|
|
|
1,854 |
|
|
|
|
|
|
|
16,474 |
|
Other receivables, net |
|
|
929 |
|
|
|
(16,364 |
) |
|
|
(31,672 |
) |
|
|
12,501 |
|
|
|
38,838 |
|
|
|
4,232 |
|
Prepaid and other assets |
|
|
|
|
|
|
(2,193 |
) |
|
|
987 |
|
|
|
(194 |
) |
|
|
|
|
|
|
(1,400 |
) |
Settlement liabilities |
|
|
|
|
|
|
(20,413 |
) |
|
|
(10,956 |
) |
|
|
720 |
|
|
|
|
|
|
|
(30,649 |
) |
Accounts payable |
|
|
|
|
|
|
10,988 |
|
|
|
(2,435 |
) |
|
|
(160 |
) |
|
|
|
|
|
|
8,393 |
|
Accrued expenses |
|
|
(929 |
) |
|
|
(39,143 |
) |
|
|
63,998 |
|
|
|
1,231 |
|
|
|
(38,838 |
) |
|
|
(13,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities |
|
|
|
|
|
|
14,564 |
|
|
|
39,586 |
|
|
|
17,174 |
|
|
|
|
|
|
|
71,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certegy
Gaming Services, Inc. acquisition,
net of cash |
|
|
|
|
|
|
(20,783 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,783 |
) |
Cash Systems, Inc. acquisition, net of cash |
|
|
|
|
|
|
|
|
|
|
(30,098 |
) |
|
|
|
|
|
|
|
|
|
|
(30,098 |
) |
Purchase of property,
equipment and leasehold
improvements and other
intangibles |
|
|
|
|
|
|
(8,746 |
) |
|
|
(76 |
) |
|
|
3 |
|
|
|
|
|
|
|
(8,819 |
) |
Changes in restricted cash and
cash equivalents |
|
|
|
|
|
|
(8 |
) |
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
992 |
|
Investments in subsidiaries |
|
|
9,487 |
|
|
|
11,310 |
|
|
|
|
|
|
|
|
|
|
|
(20,797 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
9,487 |
|
|
|
(18,227 |
) |
|
|
(29,174 |
) |
|
|
3 |
|
|
|
(20,797 |
) |
|
|
(58,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include intercompany investments and management fees |
(Continued)
99
GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2008
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined |
|
|
Combined Non- |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations * |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under credit facility |
|
$ |
|
|
|
$ |
121,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
121,000 |
|
Repayments under credit
facility |
|
|
|
|
|
|
(118,730 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118,730 |
) |
Purchase of treasury stock |
|
|
(9,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,487 |
) |
Capital contributions |
|
|
|
|
|
|
(9,486 |
) |
|
|
(11,311 |
) |
|
|
|
|
|
|
20,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) financing
activities |
|
|
(9,487 |
) |
|
|
(7,216 |
) |
|
|
(11,311 |
) |
|
|
|
|
|
|
20,797 |
|
|
|
(7,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS |
|
|
|
|
|
|
1,586 |
|
|
|
|
|
|
|
(900 |
) |
|
|
|
|
|
|
686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND
CASH EQUIVALENTS |
|
|
|
|
|
|
(9,293 |
) |
|
|
(899 |
) |
|
|
16,277 |
|
|
|
|
|
|
|
6,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSBeginning
of period |
|
|
|
|
|
|
54,411 |
|
|
|
5,411 |
|
|
|
11,241 |
|
|
|
|
|
|
|
71,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTSEnd of
period |
|
$ |
|
|
|
$ |
45,118 |
|
|
$ |
4,512 |
|
|
$ |
27,518 |
|
|
$ |
|
|
|
$ |
77,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Eliminations include earnings on subsidiaries and management fees |
100
|
|
|
ITEM 9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
|
|
|
ITEM 9A. |
|
CONTROLS AND PROCEDURES |
Attached as exhibits to this Annual Report on Form 10-K are certifications of our Chief
Executive Officer and Chief Financial Officer, which are required pursuant to Rule 13a-14 of the
Exchange Act. This Controls and Procedures section of this Annual Report on Form 10-K includes
information concerning managements assessment of our internal control over financial reporting and
the controls evaluation referenced in the certifications. The report of Deloitte & Touche, LLP, our
independent registered public accounting firm, is also included below. Deloitte & Touche LLPs
report addresses their audit of our internal control over financial reporting. This section of the
Annual Report on Form 10-K should be read in conjunction with the certifications and the report of
Deloitte & Touche, LLP for a more complete understanding of the matters presented.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable
assurance that information required to be disclosed in our reports under the Securities Exchange
Act of 1934 is recorded, processed, summarized, and reported within the time period specified in
the Securities and Exchange Commissions rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) promulgated under the Exchange Act, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, evaluated the design and
operating effectiveness as of December 31, 2010 of our disclosure controls and procedures, as
defined in Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of December 31, 2010.
Managements Report of Internal Control over Financial Reporting
Management conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the Companys internal control over financial reporting was effective as
of December 31, 2010. Deloitte & Touche LLP has audited our internal control over financial
reporting as of December 31, 2010 as stated in their attestation report which is included herein.
Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2010
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) occurred during the fourth quarter ended December 31, 2010 that
has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
101
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Global Cash Access, Inc.
Las Vegas, NV
We have audited the internal control over financial reporting of Global Cash Access Holdings, Inc.
and subsidiaries (the Company) as of December 31, 2010, based on the criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Managements Report of Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2010, based on the criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements as of and for the year ended December
31, 2010 of the Company and our report dated March 14, 2011 expressed an unqualified opinion on
those financial statements.
/s/ Deloitte & Touche LLP
Las Vegas, NV
March 14, 2011
102
|
|
|
ITEM 9B. |
|
OTHER INFORMATION |
None.
PART III
|
|
|
ITEM 10. |
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information
regarding our directors, executive officers and corporate governance required by
this Item is incorporated by reference to the section entitled
Proposal One Election of Class III
Directors in the Companys Definitive Proxy Statement in
connection with the 2011 Annual Meeting
of Stockholders (the Proxy Statement), which will be filed with the Securities and Exchange
Commission within 120 days after the fiscal year ended December 31, 2010. Information required by
Item 405 of Regulation S-K is incorporated by reference to the section entitled Section 16(a)
Beneficial Ownership Reporting Compliance in the Proxy Statement. Information required by 10A-3(d)
of the Exchange Act is incorporated by reference to the section entitled Board and Corporate
Governance Matters in the Proxy Statement.
We have adopted a Code of Business Conduct and Ethics that is designed to qualify as a code
of ethics within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
promulgated there under. The Code of Business Conduct and Ethics is available on our website at
www.gcainc.com. To the extent required by law, any amendments to, or waivers from, any
provision of the Code of Conduct will be promptly disclosed to the public. To the extent permitted
by such legal requirements, we intend to make such public disclosure by posting the relevant
material on our website in accordance with SEC rules.
In May 2010, our Chief Executive Officer certified to the New York Stock Exchange that he was
not aware of any violation by us of the New York Stock Exchange Corporate Governance listing
standards as of that date.
We have filed, as an exhibit to this Annual Report on Form 10-K, the certifications required
by Section 302 of the Sarbanes-Oxley Act of 2002 and the rules promulgated there under regarding
the quality of our public disclosure.
|
|
|
ITEM 11. |
|
EXECUTIVE COMPENSATION |
Information required by this Item is incorporated by reference to the section entitled
Executive Compensation, Directors Compensation and Report of Compensation Committee in the
Proxy Statement.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS |
Information regarding security ownership of certain beneficial owners and management is
incorporated by reference to the section entitled Security Ownership of Certain Beneficial Owners
and Management in the Proxy Statement.
103
|
|
|
ITEM 13. |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information required by this Item is incorporated by reference to the section entitled
Transactions with Related Persons in the Proxy Statement.
|
|
|
ITEM 14. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Information required by this item is incorporated by reference to the section entitled Audit
and Non-Audit Fees in the Proxy Statement.
104
PART IV
|
|
ITEM 15. |
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES [to be updated] |
(a) |
|
The following documents are filed as part of this Annual Report on Form 10-K: |
|
|
|
|
|
|
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2010 and 2009 |
|
|
|
|
|
Consolidated Statements of Income and Comprehensive Income for the three years ended
December 31, 2010 |
|
|
|
|
|
Consolidated Statement of Stockholders Equity for the three years ended December 31, 2010 |
|
|
|
|
|
Consolidated Statements of Cash Flows for the three years ended December 31, 2010 |
|
|
|
|
|
Notes to Consolidated Financial Statements |
|
|
|
|
2. |
|
Financial Statement Schedules |
|
|
|
|
All schedules have been omitted as they are either not required or not applicable or the
required information is included in the consolidated financial statements or notes
thereto. |
|
|
3. |
|
See Item 15(b) |
105
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
2.1 |
(16) |
|
Stock Purchase Agreement, by and among Fidelity National Transaction Services, Inc., Certegy Gaming Services, Inc. and Global Cash Access, Inc., dated February 28, 2008. |
|
|
|
|
|
|
2.2 |
(17) |
|
Agreement and Plan of Merger, by and among Cash Systems, Inc., Global Cash Access, Inc., and Card Acquisition Subsidiary, Inc., a wholly owned subsidiary of Global Cash
Access, Inc., dated June 13, 2008. |
|
|
|
|
|
|
3.1 |
(1) |
|
Amended and Restated Certificate of Incorporation. |
|
|
|
|
|
|
3.2 |
(4) |
|
Amended and Restated Bylaws. |
|
|
|
|
|
|
3.3 |
(5) |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation. |
|
|
|
|
|
|
4.2 |
(1) |
|
Indenture relating to $235,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2012. |
|
|
|
|
|
|
4.3 |
(1) |
|
Form of 8 3/4% Senior Subordinated Notes due 2012. |
|
|
|
|
|
|
4.4 |
(1) |
|
Assumption Agreement, dated as of June 7, 2004, by Global Cash Access, Inc. and the Subsidiary Guarantors named therein. |
|
|
|
|
|
|
4.5 |
(1) |
|
Supplemental Indenture by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc., GCA Access Card, Inc., Central Credit, LLC and The Bank of New York
Trust Company, N.A. and form of notation of Guarantee by Global Cash Access Holdings, Inc. |
|
|
|
|
|
|
4.6 |
(1) |
|
Supplemental Indenture by and among Global Cash Access, Inc., GCA Access Card, Inc., Central Credit, LLC and The Bank of New York Trust Company, N.A. and notation of
Guarantee by GCA Access Card, Inc. |
|
|
|
|
|
|
4.7 |
(14) |
|
Supplemental Indenture dated as of April 17, 2008, by and among Certegy Gaming Services, Inc., a wholly-owned subsidiary of Global Cash Access, Inc., and successor to
Global Cash Access, L.L.C.; Arriva Card, Inc., formerly known as GCA Access Card, Inc.; Central Credit, LLC; Global Cash Access Holdings, Inc., and The Bank of New York
Trust Company, N.A., as trustee under the Indenture. |
|
|
|
|
|
|
10.1 |
(1) |
|
Lease Agreement, dated as of March 8, 2000, by and between Global Cash Access, L.L.C. and American Pacific Capital Gateway Bldg D Co., L.L.C. |
|
|
|
|
|
|
10.4 |
(1) |
|
Guaranty, dated as of March 10, 2004, among GCA Holdings, L.L.C., the guarantors from time to time party hereto and Bank of America, N.A., as Administrative Agent. |
|
|
|
|
|
|
10.5 |
(1) |
|
Security Agreement including First and Second Amendments thereto, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of
America, N.A., as Collateral Agent. |
|
|
|
|
|
|
10.6 |
(1) |
|
Pledge Agreement, dated as of March 10, 2004, among the loan parties from time to time party thereto and Bank of America, N.A., as Collateral Agent. |
|
|
|
|
|
|
10.7 |
(1) |
|
Membership Unit Redemption Agreement, dated as of March 10, 2004, between FDFS Holdings, LLC and GCA Holdings, L.L.C. |
106
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
10.8 |
(1) |
|
Sponsorship Agreement, dated as of November 1999, by and between BA Merchant Services, Inc. and Global Cash Access, L.L.C., as amended by Amendment Number 1 to the
Sponsorship Agreement, dated as of September 2000, among BA Merchant Services, Global Cash Access, L.L.C. and First Data Corporation. |
|
|
|
|
|
|
10.9 |
(1) |
|
Sponsorship Indemnification Agreement, dated as of March 10, 2004, by and between Global Cash Access, L.L.C. and First Data Corporation. |
|
|
|
|
|
|
10.10 |
(1) |
|
Amended and Restated Software License Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C. |
|
|
|
|
|
|
10.11 |
(1) |
|
Professional Services Agreement, dated as of March 10, 2004, between Infonox on the Web and Global Cash Access, L.L.C. |
|
|
|
|
|
|
10.12 |
(1) |
|
Patent License Agreement, dated as of March 10, 2004, between USA Payments, Inc. and Global Cash Access, L.L.C. |
|
|
|
|
|
|
10.13 |
(1) |
|
Amended and Restated Electronic Payment Processing Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C., USA Payments Inc. and USA Payment Systems, Inc. |
|
|
|
|
|
|
10.14 |
(1) |
|
Letter Agreement Relating to Technology, dated May 13, 2004, among Global Cash Access, L.L.C., USA Payments, Inc., USA Payment Systems, Inc. and Infonox on the Web. |
|
|
|
|
|
|
10.15 |
(1) |
|
Automated Teller Machine Sponsorship Agreement by and between Global Cash Access, L.L.C. and Western Union Bank, dated as of November 12, 2002, and First Amendment to
Automated Teller Machine Sponsorship Agreement, dated as of March 10, 2004, between Global Cash Access, L.L.C. and First Financial Bank. |
|
|
|
|
|
|
10.16 |
(1) |
|
Membership Unit Purchase Agreement, dated as of March 10, 2004, by and among Bank of America Corporation, M&C International and GCA Holdings, L.L.C. |
|
|
|
|
|
|
10.17 |
(1) |
|
Amendment to Treasury Services Terms and Conditions BookletATM Cash Services, dated as of March 8, 2004, by and between Global Cash Access, L.L.C. and Bank of America, N.A. |
|
|
|
|
|
|
10.18 |
(1) |
|
Limited Liability Company Agreement of QuikPlay, LLC, dated as of December 6, 2000, between Global Cash Access, L.L.C. and IGT. |
|
|
|
|
|
|
10.19 |
(1) |
|
Registration Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation. |
|
|
|
|
|
|
10.20 |
(1) |
|
Stockholders Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein, M&C International and Bank of America Corporation. |
|
|
|
|
|
|
10.21 |
(1) |
|
Investor Rights Agreement, dated as of May 13, 2004, by and among GCA Holdings, L.L.C., the Investors named therein and M&C International. |
|
|
|
|
|
|
*10.22 |
(1) |
|
Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan. |
107
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
*10.23 |
(1) |
|
Form of Indemnification Agreement between Global Cash Access Holdings, Inc. and each of its executive officers and directors. |
|
|
|
|
|
|
10.24 |
(1) |
|
Patent Purchase and License Agreement, dated as of March 22, 2005, by and between Global Cash Access, Inc. and USA Payments, Inc. |
|
|
|
|
|
|
10.25 |
(1) |
|
Termination and Consent, dated as of March 16, 2005, by and among Global Cash Access Holdings, Inc. and the other parties thereto. |
|
|
|
|
|
|
10.26 |
(1) |
|
Amended and Restated Credit Agreement, dated as of April 13, 2005, by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc., the banks
and other financial institutions from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer,
as amended by Amendment No. 1 thereto. |
|
|
|
|
|
|
*10.27 |
(1) |
|
Employment Agreement, dated as of September 12, 2005, by and between Global Cash Access, Inc. and Kathryn S. Lever. |
|
|
|
|
|
|
*10.28 |
(2) |
|
Amendment No. 1 to Employment Agreement, dated as of March 16, 2006, by and between Global Cash Access, Inc. and Kathryn S. Lever. |
|
|
|
|
|
|
+10.29 |
(20) |
|
Master Service Agreement, dated as of November 27, 2006, by and between Global Cash Access, Inc. and Integrated Payment Systems, Inc. |
|
|
|
|
|
|
10.30 |
(3) |
|
Second Amended and Restated Credit Agreement, dated as of November 1, 2006, by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc.,
the banks and other financial institutions from time to time party thereto, Bank of America, N.A., as Administrative Agent, and Wachovia Bank, N.A.,
as Syndication Agent. |
|
|
|
|
|
|
10.31 |
(5) |
|
Second Amendment to Security Agreement, dated as of January 25, 2007, by and among Global Cash Access Holdings, Inc., Global Cash Access, Inc.,
Central Credit, LLC, and Bank of America, N.A., as Administrative Agent. |
|
|
|
|
|
|
10.32 |
(6) |
|
Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of June 22, 2007, by and among Global Cash Access Holdings, Inc., Global Cash
Access, Inc., and Bank of America, N.A., as Administrative Agent. |
|
|
|
|
|
|
10.33 |
(7) |
|
Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of August 8, 2007, by and among Global Cash Access Holdings, Inc., Global
Cash Access, Inc., and Bank of America, N.A., as Administrative Agent. |
|
|
|
|
|
|
*10.34 |
(8) |
|
Employment Agreement with Scott Betts, dated October 31, 2007. |
|
|
|
|
|
|
*10.35 |
(9) |
|
Notices of Stock Option Award and Stock Option Award Agreements with Scott Betts dated October 31, 2007. |
|
|
|
|
|
|
10.36 |
(10) |
|
Amendment to Treasury Services Terms and Conditions Booklet, dated December 19, 2007, by and between Global Cash Access, Inc. and Bank of America, N.A. |
108
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
*10.37 |
(11) |
|
Employment Agreement with George Gresham dated February 25, 2008. |
|
|
|
|
|
|
*10.38 |
(12) |
|
Notice of Stock Option Award and Stock Option Award Agreement with George Gresham, dated February 25, 2008. |
|
|
|
|
|
|
10.39 |
(13) |
|
Amendment to Treasury Services Terms and Conditions Booklet, dated as of March 13, 2008, by and between Global Cash Access, Inc. and Bank of America, N.A. |
|
|
|
|
|
|
10.40 |
(15) |
|
Addendum to Master Service Agreement, dated March 20, 2008, by and between Integrated Payment Systems Inc. and Global Cash Access, Inc. |
|
|
|
|
|
|
*10.41 |
(18) |
|
Amendment No. 1 to Employment Agreement, by and between the Company and Scott Betts, dated August 11, 2008. |
|
|
|
|
|
|
*10.42 |
(19) |
|
Amendment No. 2 to Employment Agreement, by and between the Company and Kathryn S. Lever dated August 11, 2008. |
|
|
|
|
|
|
*10.43 |
(20) |
|
Amendment No. 2 to Employment Agreement, by and between the Company and Scott Betts dated April 24, 2009. |
|
|
|
|
|
|
*+10.44 |
(21) |
|
Processing Services Agreement, dated as of August 21, 2009, between Global Cash Access, Inc., and TSYS Acquiring Solutions, LLC effective July 1, 2009. |
|
|
|
|
|
|
*+10.45 |
(22) |
|
Amendment to Professional Services Agreement, Amended and Restated Software License Agreement, and Transending Services Agreement, dated as of August 21, 2009, between
Global Cash Access, Inc., Infonox on the Web and TSYS Acquiring Solutions, LLC. |
|
|
|
|
|
|
*10.46 |
(26) |
|
Amendment No. 3 to Employment Agreement with Scott Betts dated March 26, 2010. |
|
|
|
|
|
|
*10.47 |
(27) |
|
Agreement with Mary E. Higgins dated September 2, 2010. |
|
|
|
|
|
|
*10.48 |
(28) |
|
Form of Notice of Stock Option Award and Stock Option Award Agreement Mary E. Higgins effective September 14, 2010. |
|
|
|
|
|
|
*10.49 |
(29) |
|
Form of Notice of Stock Option Award and Stock Option Award Agreement Michael Rumbolz effective August 30, 2010. |
|
|
|
|
|
|
+10.50 |
|
|
Amended and Restated Sponsorship Agreement between Global Cash Access, Inc. and Bank of America, N.A. effective October 1, 2010. |
|
|
|
|
|
|
+10.51 |
|
|
First Amendment to Amended and Restated Sponsorship Agreement, dated November 5, 2010 between Global Cash Access, Inc. and Bank of America, N.A. |
|
|
|
|
|
|
+10.52 |
|
|
Contract Cash Solutions Agreement, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. |
|
|
|
|
|
|
+10.53 |
|
|
Fee Letter, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. regarding the Contract Cash Solutions Agreement, dated November 12, 2010. |
|
|
|
|
|
|
+10.54 |
|
|
Sponsorship Agreement, dated February 11, 2011, between Global Cash Access, Inc. and American State Bank. |
109
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
+10.50 |
|
|
Amended and Restated Sponsorship Agreement between Global Cash Access, Inc. and Bank of America, N.A. effective October 1, 2010. |
|
|
|
|
|
|
+10.51 |
|
|
First Amendment to Amended and Restated Sponsorship Agreement, dated November 5, 2010 between Global Cash Access, Inc. and Bank of America, N.A. |
|
|
|
|
|
|
+10.52 |
|
|
Contract Cash Solutions Agreement, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. |
|
|
|
|
|
|
+10.53 |
|
|
Fee Letter, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. regarding the Contract Cash Solutions Agreement, dated November 12, 2010. |
|
|
|
|
|
|
+10.54 |
|
|
Sponsorship Agreement, dated February 11, 2011, between Global Cash Access, Inc. and American State Bank. |
|
|
|
|
|
|
12.1 |
|
|
Computation of ratio of earnings to fixed charges. |
|
|
|
|
|
|
21.1 |
|
|
Subsidiaries of the Registrant. |
|
|
|
|
|
|
23.1 |
|
|
Consent of Deloitte & Touche LLP. |
|
|
|
|
|
|
24.1 |
|
|
Power of Attorney (see page 112). |
|
|
|
|
|
|
31.1 |
|
|
Certification of Scott Betts,
Chief Executive Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
|
|
Certification of Mary E. Higgins, Chief Financial Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
|
|
Certification of Scott Betts, Chief Executive Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.2 |
|
|
Certification of Mary E. Higgins, Chief Financial Officer of Global Cash Access Holdings, Inc. dated
March 14, 2011 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
110
|
|
|
(1) |
|
Incorporated by reference to the same numbered exhibit of the Companys Registration Statement on Form S-1 (Registration No. 333-123514) filed September 22, 2005. |
|
(2) |
|
Incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed March 17, 2006. |
|
(3) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 7, 2006. |
|
(4) |
|
Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed December 26, 2007. |
|
(5) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed January 25, 2007. |
|
(6) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed January 25, |
|
(7) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed June 26, 2007. |
|
(8) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 9, 2007. |
|
(9) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 2, 2007. |
|
(10) |
|
Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed November 2, 2007. |
|
(11) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed December 26, 2007. |
|
(12) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed February 25, 2008. |
|
(13) |
|
Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed February 25, 2008. |
|
(14) |
|
Incorporated by reference to Exhibit 10.43 of the Companys Annual Report on Form 10-K filed March 17, 2008. |
|
(15) |
|
Incorporated by reference to Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q filed May 14, 2008. |
|
(16) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 21, 2008. |
|
(17) |
|
Incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed April 2, 2008. |
|
(18) |
|
Incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed June 19, 2008. |
|
(19) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed August 12, 2008. |
|
(20) |
|
Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed August 12, 2008. |
|
(21) |
|
Incorporated by reference to Exhibit 10.36 of the Companys Annual Report on Form 10-K filed on March 30, 2007. |
|
(22) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on April 24, 2009. |
|
(23) |
|
Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on April 30, 2009. |
|
(24) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on August 21, 2009. |
|
(25) |
|
Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on August 21, 2009. |
|
(26) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on March 31, 2010. |
|
(27) |
|
Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on September 2, 2010. |
|
(28) |
|
Incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on September 2, 2010. |
|
(29) |
|
Incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed on September 2, 2010. |
|
* |
|
Management contracts or compensatory plans or arrangements. |
|
+ |
|
Confidential treatment was requested with regard to certain portions of this document. |
(c) See Item 15(a)(2)
111
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the
registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
GLOBAL CASH ACCESS HOLDINGS, INC.
|
|
|
By: |
/s/ Scott Betts
|
|
|
|
Scott Betts |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
Dated: March 14, 2011
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Scott Betts and Mary E. Higgins, and each of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments to this Annual
Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form
10-K has been signed by the following persons on behalf of the registrant in the capacities and on
the date indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Scott Betts
|
|
President and Chief Executive Officer
|
|
March 14, 2011 |
|
|
(Principal
Executive Officer) and Director |
|
|
|
|
|
|
|
/s/ Mary E. Higgins
|
|
Chief Financial Officer
|
|
March 14, 2011 |
|
|
(Principal
Financial Officer and
Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Patrick M. Olson
|
|
Director
|
|
March 14, 2011 |
|
|
|
|
|
|
|
|
|
|
/s/ C. Michael Rumbolz
|
|
Director
|
|
March 14, 2011 |
|
|
|
|
|
|
|
|
|
|
/s/ E. Miles Kilburn
|
|
Director
|
|
March 14, 2011 |
|
|
|
|
|
|
|
|
|
|
/s/ Geoff Judge
|
|
Director
|
|
March 14, 2011 |
|
|
|
|
|
|
|
|
|
|
/s/ Fred C. Enlow
|
|
Director
|
|
March 14, 2011 |
|
|
|
|
|
112
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
|
|
+10.50 |
|
|
Amended and Restated Sponsorship Agreement between Global Cash Access, Inc. and Bank of America, N.A. effective October 1, 2010. |
|
|
|
|
|
|
+10.51 |
|
|
First Amendment to Amended and Restated Sponsorship Agreement, dated November 5, 2010 between Global Cash Access, Inc. and Bank of America, N.A. |
|
|
|
|
|
|
+10.52 |
|
|
Contract Cash Solutions Agreement, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. |
|
|
|
|
|
|
+10.53 |
|
|
Fee Letter, dated November 12, 2010, between Global Cash Access, Inc. and Wells Fargo Bank, N.A. regarding the Contract Cash Solutions Agreement, dated November 12, 2010. |
|
|
|
|
|
|
+10.54 |
|
|
Sponsorship Agreement, dated February 11, 2011, between Global Cash Access, Inc. and American State Bank. |
|
|
|
|
|
|
12.1 |
|
|
Computation of ratio of earnings to fixed charges. |
|
|
|
|
|
|
21.1 |
|
|
Subsidiaries of the Registrant. |
|
|
|
|
|
|
23.1 |
|
|
Consent of Deloitte & Touche LLP. |
|
|
|
|
|
|
24.1 |
|
|
Power of Attorney (see page 112). |
|
|
|
|
|
|
31.1 |
|
|
Certification of Scott Betts, Chief Executive Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with Rules 13a-14(a) and 15d-14(a) of the
Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
31.2 |
|
|
Certification of Mary E. Higgins, Chief Financial Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with Rules 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.1 |
|
|
Certification of Scott Betts, Chief Executive Officer of Global Cash Access Holdings, Inc. dated March 14, 2011 in accordance with 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
|
32.2 |
|
|
Certification of Mary E. Higgins, Chief Financial Officer of Global Cash Access Holdings, Inc. dated
March 14, 2011 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
113