Everi Annual Report 2014

FY2014 Annual Report · Everi

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GLOBAL CASH ACCESS HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 25, 2015

22APR201518001600

Dear Stockholder:

You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’)
of Global Cash Access Holdings, Inc. (the ‘‘Company’’). The Annual Meeting will be held on Thursday,
June 25, 2015, at the corporate offices of the Company located at 7250 S. Tenaya Way, Suite 100,
Las Vegas, Nevada 89113, commencing at 3:00 p.m., local time, for the following purposes:

1. To elect one Class I director to serve until the 2018 annual meeting of stockholders and until his

successor has been duly elected and qualified or until his earlier resignation or removal;

2. To approve, on an advisory (non-binding) basis, the compensation of the Company’s named

executive officers as disclosed in the accompanying Proxy Statement;

3. To ratify the appointment of BDO USA LLP as the independent registered public accounting

firm for the Company for the fiscal year ending December 31, 2015; and

4. To consider such other business as may properly be brought before the Annual Meeting and any

adjournment or postponement thereof.

These items of business are more fully described in the accompanying Proxy Statement, which is made

a part of this notice.

Our Board of Directors has fixed May 1, 2015 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
Accordingly, you are entitled to notice of and to vote at the 2015 Annual Meeting and any adjournment or
postponement thereof if you were a stockholder at the close of business on May 1, 2015. For 10 days prior
to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for
inspection in the Company’s offices, 7250 S. Tenaya Way, Suite 100, Las Vegas, NV 89113, between the
hours of 8:30 a.m. and 5:00 p.m., local time, each weekday. Such list will also be available at the Annual
Meeting.

YOUR PROXY IS IMPORTANT TO ASSURE A QUORUM AT THE ANNUAL MEETING. Even if
you own only a few shares, and whether or not you expect to be present at the Annual Meeting, you are
urgently requested to submit the enclosed proxy by telephone or through the Internet in accordance with
the instructions provided to you. If you received a paper copy of the Proxy Card by mail, you may also date,
sign and mail the Proxy Card in the postage-paid envelope that is provided. The proxy may be revoked by
you at any time prior to being exercised, and submitting your proxy by telephone or through the Internet or
returning your proxy by mail will not affect your right to vote in person if you attend the Annual Meeting
and revoke the proxy. Your proxy is revocable in accordance with the procedures set forth in the
accompanying Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held
on June 25, 2015. Our Proxy Statement is attached. Financial and other information concerning Global
Cash Access Holdings, Inc. is contained in our Annual Report to Stockholders for the fiscal year ended
December 31, 2014. A complete set of proxy materials relating to our Annual Meeting is available on the

Internet. These materials, consisting of the Notice of Annual Meeting, Proxy Statement, Proxy Card and
Annual Report to Stockholders are available and may be viewed at www.proxyvote.com.

By Order of the Board of Directors,

11APR201519182977

Ram V. Chary
President and Chief Executive Officer

Las Vegas, Nevada
April 30, 2015

PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL 1—ELECTION OF CLASS I DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

BOARD AND CORPORATE GOVERNANCE MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TRANSACTIONS WITH RELATED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL 2—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION .

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . .

EQUITY COMPENSATION PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . .

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ANNUAL REPORT ON FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS . . . . . .

(This page has been left blank intentionally.)

GLOBAL CASH ACCESS HOLDINGS, INC.
7250 South Tenaya Way, Suite 100
Las Vegas, Nevada 89113
(800) 833-7110

PROXY STATEMENT

GENERAL INFORMATION

Why am I receiving these proxy materials?

The Board of Directors (the ‘‘Board’’) of Global Cash Access Holdings, Inc., a Delaware corporation
(the ‘‘Company’’), is furnishing these proxy materials to you in connection with the Company’s 2015 annual
meeting of stockholders (the ‘‘Annual Meeting’’). The Annual Meeting will be held on Thursday, June 25,
2015, at the Company’s corporate offices located at 7250 S. Tenaya Way, Suite 100, Las Vegas,
Nevada 89113 beginning at 3:00 p.m., local time. You are invited to attend the Annual Meeting and are
entitled and requested to vote on the proposals outlined in this proxy statement (this ‘‘Proxy Statement’’).

This Proxy Statement is dated April 30, 2015 and is first being mailed to stockholders on or about

May 11, 2015.

What proposals will be voted on at the Annual Meeting and what are the recommendations of the Board?

There are three proposals scheduled to be voted on at the Annual Meeting. Those proposals, and the

Board’s voting recommendations with respect to such proposals, are as follows:

Proposal

1. To elect one Class I director to serve until the 2018 annual meeting of
stockholders and until his successor is duly elected and qualified or
until his earlier resignation or removal.

Board’s Voting Recommendations

For the Board’s nominee

2. To approve, on an advisory (non-binding) basis, the compensation of
the Company’s named executive officers as disclosed in this Proxy
Statement.

3. To ratify the appointment of BDO USA LLP as the Company’s

independent registered public accounting firm (hereinafter referred to
as ‘‘independent auditors’’) for the fiscal year ending December 31,
2015.

For

Management does not know of any matters to be presented at the Annual Meeting other than those
set forth in this Proxy Statement and in the Notice accompanying this Proxy Statement. Without limiting
our ability to apply the advance notice provisions in our Amended and Restated Bylaws with respect to the
procedures that must be followed for a matter to be properly presented at an annual meeting, if other
matters should properly come before the Annual Meeting, the proxy holders will vote on such matters in
accordance with their best judgment. Our stockholders have no dissenter’s or appraisal rights in connection
with any of the proposals to be presented at the Annual Meeting.

What is the record date and what does it mean?

The record date for the Annual Meeting is May 1, 2015. The record date was established by the Board
as required by Delaware law. Only holders of shares of the Company’s common stock, par value $0.001 per
share (‘‘Common Stock’’), at the close of business on the record date are entitled to receive notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof. At the close of business
on April 10, 2015, we had approximately 66,219,745 shares of Common Stock outstanding and entitled to
vote. Shares held in treasury by the Company are not treated as being issued or outstanding for purposes
of determining the number of shares of Common Stock entitled to vote.

How many votes do I have?

Each holder of shares of Common Stock is entitled to one vote for each share of Common Stock

owned as of the record date.

Who is a ‘‘stockholder of record’’ and who is a ‘‘beneficial holder’’?

You are a stockholder of record if your shares of our Common Stock are registered directly in your
own name with our transfer agent as of the record date. You are a beneficial owner if a bank, brokerage
firm, trustee or other agent (called a ‘‘nominee’’) holds your stock. This is often called ownership in ‘‘street
name’’ because your name does not appear in the records of the transfer agent. If your shares are held in
street name, you will receive instructions from the holder of record. You must follow the instructions of the
holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders
owning shares through certain banks and brokers. If your shares are not registered in your own name and
you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to
obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

Who votes shares held in street name?

If you are a beneficial owner of shares held in ‘‘street name’’ by a bank, brokerage firm, trustee or
other holder of record, and you do not give that record holder specific instructions as to how to vote those
shares, then under the rules of the New York Stock Exchange (the ‘‘NYSE’’), your record holder may
exercise discretionary authority to vote your shares on routine proposals, including the proposal to ratify
the appointment of our independent auditors. Without your specific instructions, however, your record
holder cannot vote your shares on non-routine proposals, including the election of directors, the advisory
vote on the compensation of our named executive officers and the proposal to change the Company’s
name. Accordingly, if you do not instruct your record holder how to vote with respect to Proposal 1
(election of directors) or Proposal 2 (advisory vote on executive compensation), no votes will be cast on
your behalf with respect to such proposals (this is referred to as a ‘‘broker non-vote’’). Your record holder,
however, will continue to have discretion to vote any uninstructed shares on Proposal 3 (the ratification of
the Company’s independent auditors). If you hold your shares in street name, please refer to the
information forwarded by your bank, broker or other holder of record for procedures on voting your
shares or revoking or changing your proxy. We encourage you to provide instructions to your broker
regarding the voting of your shares.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of a majority of the shares of Common
Stock outstanding and entitled to vote on the record date will constitute a quorum permitting the
proposals described herein to be acted upon at the Annual Meeting. Abstentions and broker non-votes are
counted as present and are, therefore, included for purposes of determining whether a quorum of shares of
Common Stock is present at the Annual Meeting.

What is the voting requirement to approve each of the proposals?

(cid:127) Election of directors (Proposal 1). The affirmative vote of a plurality of the outstanding shares of
Common Stock present in person or by proxy at the Annual Meeting and entitled to vote is required
for the election to the Board of the nominee for Class 1 director. Stockholders do not have the right
to cumulate their votes in the election of directors. Votes that are withheld, abstentions, and broker
non-votes will have no effect on the outcome of the election.

(cid:127) Advisory vote on the compensation of our named executive officers (Proposal 2). The proposal to
approve, on an advisory (non-binding) basis, the compensation of our named executive officers
requires the affirmative vote of a majority of the outstanding shares of Common Stock present in
person or represented by proxy at the Annual Meeting and entitled to vote. Broker non-votes will

have no effect on the outcome of this proposal, while abstentions will have the effect of a vote
against this proposal. Although this vote is advisory and is not binding on our Board of Directors,
the Board of Directors and the Compensation Committee will consider the voting results, along
with other relevant factors, in connection with their ongoing evaluation of our compensation
program.

(cid:127) Ratification of the appointment of our independent auditors (Proposal 3). The proposal to ratify the
Audit Committee’s appointment of BDO USA LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2015, requires the affirmative vote of
a majority of the outstanding shares of Common Stock present in person or represented by proxy at
the Annual Meeting and entitled to vote. Broker non-votes will have no effect on the outcome of
this proposal, while abstentions will have the effect of a vote against this proposal.

All valid proxies received prior to the Annual Meeting will be exercised. All shares represented by a
proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matter to be
acted upon, the shares will be voted in accordance with that specification. If you are a stockholder of
record and sign and return your proxy card or vote electronically without making any specific selections,
then your shares will be voted in accordance with the recommendations of the proxy holders on all matters
presented in this Proxy Statement and as the proxy holders may determine in their discretion regarding any
other matters properly presented for a vote at the Annual Meeting.

How do I vote my shares?

You can either attend the Annual Meeting and vote in person or give a proxy to be voted at the

Annual Meeting. A proxy may be given in one of the following three ways:

(cid:127) electronically by using the Internet;

(cid:127) over the telephone by calling a toll-free number; or

(cid:127) by mailing the enclosed proxy card.

The Internet and telephone voting procedures have been set up for your convenience and are
designed to authenticate stockholders’ identities, to allow stockholders to provide their voting instructions,
and to confirm that their instructions have been recorded properly. The Company believes the procedures
that have been put in place are consistent with the requirements of applicable law. Specific instructions for
stockholders who wish to use the Internet or telephone voting procedures are set forth on the enclosed
proxy card. If your shares are held in street name by a bank, brokerage firm, trustee or other holder of
record, you will receive instructions from the record holder that you must follow in order to have your
shares voted.

Who will tabulate the votes?

An automated system administered by Broadridge Financial Solutions, Inc. (‘‘Broadridge’’) will
tabulate votes cast by proxy at the Annual Meeting and a representative of Broadridge will tabulate votes
cast in person at the Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a
manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to
third parties, except as necessary to meet applicable legal requirements or to allow for the tabulation
and/or certification of the vote.

Can I change my vote after submitting my proxy?

You can change your vote at any time before your proxy is exercised at the Annual Meeting. You may

do so in one of the following four ways:

(cid:127) submitting another proxy card bearing a later date;

(cid:127) sending a written notice revoking your proxy to the Secretary of the Company at 7250 South Tenaya

Way, Suite 100, Las Vegas, Nevada 89113;

(cid:127) submitting new voting instructions via telephone or the Internet (if initially able to vote in that

manner); or

(cid:127) attending the Annual Meeting and voting in person.

If you hold your shares in ‘‘street name’’ through a bank, broker, trustee or other holder of record and
you have instructed the bank, brokerage firm, trustee or other holder of record to vote your shares, you
must follow the directions received from the holder of record to change those instructions. Please refer to
the information forwarded by your bank, brokerage firm, trustee or other holder of record for procedures
on revoking or changing your proxy.

Who is paying for this proxy solicitation?

This proxy solicitation is being made by the Company. The Company will bear the cost of soliciting
proxies, including the cost of preparing, assembling, printing and mailing the Proxy Statement. The Company
also will reimburse brokerage firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation materials to such beneficial owners. In addition, proxies may be solicited
by certain of the Company’s directors, officers and regular employees, either personally, by telephone,
facsimile or e-mail. None of such persons will receive any additional compensation for their services.

How can I find out the voting results?

The Company will report the voting results in a Current Report on Form 8-K to be filed within four

business days after the end of the Annual Meeting.

How do I receive electronic access to proxy materials for future annual meetings?

Stockholders can elect to view future proxy statements and annual reports over the Internet instead of
receiving paper copies, which results in cost savings for the Company. If you are a stockholder of record
and would like to receive future proxy materials electronically, you can elect this option by following the
instructions provided when you vote your proxy over the Internet at www.proxyvote.com. If you choose to
view future proxy statements and annual reports over the Internet, you will receive an e-mail notification
next year with instructions containing the Internet address of those materials. Your choice to view future
proxy statements and annual reports over the Internet will remain in effect until you contact either your
broker or the Company to rescind your instructions. You do not have to elect Internet access each year.

If your shares of Common Stock are registered in the name of a brokerage firm, you still may be eligible
to vote your shares of Common Stock electronically over the Internet. A large number of brokerage firms are
participating in the Broadridge online program, which provides eligible stockholders who receive a paper
copy of this Proxy Statement the opportunity to vote via the Internet. If your brokerage firm is participating
in Broadridge’s program, your proxy card will provide instructions for voting online. If your proxy card does
not reference Internet information, please complete and return your proxy card.

How can I avoid having duplicate copies of the proxy statements sent to my household?

The Securities and Exchange Commission (‘‘SEC’’) has adopted rules that permit companies and
intermediaries such as brokers to satisfy delivery requirements for annual reports and proxy statements
with respect to two or more stockholders sharing the same address by delivering a single annual report or

proxy statement addressed to those stockholders. This process, which is commonly referred to as
‘‘householding,’’ potentially provides extra convenience for stockholders and cost savings for companies.
Brokers with account holders who are stockholders of the Company may be householding the Company’s
proxy materials. Once you have received notice from your broker that it will be householding materials to
your address, householding will continue until you are notified otherwise or until you revoke your consent.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate
annual report or proxy statement or if you are receiving multiple copies thereof and wish to receive only
one, please notify your broker or notify the Company by sending a written request to the Company’s
Investor Relations department at 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113, telephone
no: (702) 855-3000.

When are stockholder proposals due for next year’s annual meeting?

Stockholder proposals may be included in our proxy materials for an annual meeting so long as they
are provided to us on a timely basis and satisfy certain other conditions established by the Securities and
Exchange Commission (the ‘‘SEC’’), including specifically under Rule 14a-8 of the Securities Exchange
Act of 1934, as amended (the ‘‘Exchange Act’’). To be timely, a proposal to be included in our proxy
statement must be received at our principal executive offices, addressed to our Secretary, not less than
120 calendar days before the date of our proxy statement released to stockholders in connection with the
previous year’s annual meeting. Accordingly, for a stockholder proposal to be included in our proxy
materials for our 2016 annual meeting of stockholders, the proposal must be received at our principal
executive offices, addressed to our Secretary, not later than the close of business on January 1, 2016.

Subject to certain exceptions, stockholder business that is not intended for inclusion in our proxy
materials may be brought before an annual meeting so long as notice of the proposal as specified by, and
subject to the conditions set forth in, our Amended and Restated Bylaws, is received at our principal
executive officers, addressed to our Secretary, not earlier than the close of business on the 120th day, nor
later than the close of business on the 90th day, prior to the first anniversary of the date of the preceding
year’s annual meeting. For our 2016 annual meeting of stockholders, proper notice of business that is not
intended for inclusion in our proxy statement must be received no earlier than the close of business on
February 26, 2016, nor later than the close of business on March 27, 2016.

A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act and Rule 14a-4(d) thereunder (including such
person’s written consent to being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and
address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (B) the
class and number of shares of the Company which are owned beneficially and of record by such
stockholder and such beneficial owner, and (C) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least
the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in
the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to
elect such nominee or nominees.

PROPOSAL 1

ELECTION OF CLASS I DIRECTOR

Our Amended and Restated Certificate of Incorporation provides that the number of directors that
shall constitute the Board shall be exclusively fixed by resolutions adopted by a majority of the authorized
directors constituting the Board. The Company’s Amended and Restated Bylaws state that the number of
directors of the Company shall be fixed in accordance with the Company’s certificate of incorporation as
then in effect. The authorized number of directors of the Company is currently set at seven, and there is
one position on the Board that is currently vacant. The Company’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws provide that the Board shall be divided into three
classes constituting the entire Board. The members of each class of directors serve staggered three-year
terms. Proxies cannot be voted for a greater number of persons than the number of nominees named in
this Proxy Statement. Currently, the Board is composed of the following six members:

Class

Directors

Term Expiration

I . . . . . E. Miles Kilburn
II . . . . Geoff Judge, Michael Rumbolz and Ronald Congemi
III . . . Ram V. Chary and Fred C. Enlow

2015 Annual Meeting of Stockholders
2016 Annual Meeting of Stockholders
2017 Annual Meeting of Stockholders

Upon the recommendation of the Nominating and Corporate Governance Committee of the Board,
the Board has nominated E. Miles Kilburn, who is currently a Class I Director of the Company, for
reelection as a Class I Director of the Company, to serve a three-year term until the 2018 annual meeting
of stockholders and until a successor is duly elected and qualified or until his earlier resignation or
removal. Mr. Kilburn has consented, if reelected as a Class I Director of the Company, to serve until his
term expires. The Board has no reason to believe that Mr. Kilburn will not serve if elected, but if he should
become unavailable to serve as a director, and if the Board designates a substitute nominee, the person or
persons named as proxy in the enclosed form of proxy may vote for a substitute nominee recommended by
the Nominating and Corporate Governance Committee and approved by the Board.

Information regarding the business experience of our nominee for election as a Class I Director is

provided below.

E. Miles Kilburn . . . . . . .

Age 52

E. Miles Kilburn has served as a member of the Board since March 2005 and
currently serves as Chairman of the Board. Mr. Kilburn is the co-founder
and a partner of Mosaik Partners, LLC, a venture capital firm focused on
commerce enabling technology. He has been a private investor focused on
the electronic payments sector since June 2004 and serves as a director of a
number of privately held companies. Prior to that, Mr. Kilburn was
Executive Vice President and Chief Strategy Officer of Concord EFS, Inc.,
a payment and network services company (which was acquired by First Data
Corporation in February 2004) from 2003 to 2004, and Senior Vice
President of Business Strategy and Corporate Development from 2001 to
2003. He served as Chief Executive Officer of Primary Payment
Systems, Inc. (now Early Warning), a subsidiary of Concord EFS, Inc., from
2002 to 2003, and Chief Financial Officer from 1997 to 1999. From 1995 to
2001, Mr. Kilburn served in various roles at Star Systems, Inc., ultimately as
Group Executive Vice President and Chief Financial Officer. The Board
believes Mr. Kilburn is qualified to serve as a member on our Board due to
his management and investment experience in the financial technology and
payments industry, as well as his status as an ‘‘audit committee financial
expert’’.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE ‘‘FOR’’ THE
ELECTION TO THE BOARD OF THE NOMINEE NAMED ABOVE

Each of the Company’s directors listed below will continue in office for the remainder of his term and
until a successor is duly elected and qualified or until his earlier resignation or removal. Information
regarding the business experience of each such director is provided below.

Class II Directors Whose Terms Will Expire in 2016

Age 61

Geoff Judge . . . . . . . . . . . Geoff Judge has served as a member of the Board since September 2006.
Since 2010, Mr. Judge has been a Partner at iNovia Capital, a manager of
early stage venture capital funds. Prior to joining iNovia, he was an early
stage private investor. From 2003 to 2005, he was an investor in and the
Chief Operating Officer of Preclick, a digital photography software firm. In
2002, he was the Chief Operating Officer of Media Solution Services, Inc., a
provider of credit card billing insert media. From 1997 to 2002, Mr. Judge
was a co-founder and Senior Vice President and General Manager of the
media division of 24/7 Real Media. From 1995 to 1997 he was a Vice
President of Marketing for iMarket, Inc., a software company. From 1985 to
1995, Mr. Judge was a Vice President and General Manager in the credit
card division of American Express. Mr. Judge also serves as a director of
numerous privately held companies. The Board believes Mr. Judge is
qualified to serve as a member of our Board due to his knowledge of the
Company’s business and his experience in the financial services and
payments industries primarily from his tenure at American Express.

Age 61

Michael Rumbolz . . . . . . . Michael Rumbolz has served as a member of the Board since August 2010.
From August 2008 to August 2010, Mr. Rumbolz served as a consultant to
the Company advising the Company upon various strategic, product
development and customer relations matters. Mr. Rumbolz served as the
Chairman and Chief Executive Officer of Cash Systems, Inc., a provider of
cash access services to the gaming industry, from January 2005 until August
2008 when the Company acquired Cash Systems, Inc. Mr. Rumbolz also has
provided various consulting services and held various public and private
sector employment positions in the gaming industry, including serving as
Chairman of the Nevada Gaming Control Board from June 1987 to
December 1988. Mr. Rumbolz currently serves as a member of the Board of
Directors of Employers Holdings, Inc. (NYSE: EIG). The Board believes
Mr. Rumbolz is qualified to serve as a member of our Board due to his
experience in the cash access and gaming industries, as well as his status as
an ‘‘audit committee financial expert’’.

Ronald Congemi

. . . . . . .

Age 68

Ronald Congemi has served as a member of the Board since February 2013.
Mr. Congemi currently serves as a member of the Philadelphia Federal
Reserve’s Payments Advisor Council. Mr. Congemi previously served as the
Chief Executive Officer of First Data’s Debit Services Group from 2004
until his retirement at the end of 2008. Mr. Congemi also served as Senior
Vice President of Concord EFS, Inc. and Concord’s Network Services
Group. Mr. Congemi founded Star Systems, Inc., an ATM and PIN debit
network in the United States and served as the President and Chief
Executive Officer from 1984 to 2008. The Board believes Mr. Congemi is
qualified to serve as a member of our Board due to his management
experience in the payments industry.

Class III Directors Whose Terms Will Expire in 2017

Ram V. Chary . . . . . . . . .

Age 44

Fred C. Enlow . . . . . . . . .

Age 75

Ram V. Chary has served as our President and Chief Executive Officer, and
as a director, since January 2014. From 2007 to 2013, Mr. Chary served in
various roles at Fidelity National Information Services, Inc., a banking and
payments technology company, most recently as an Executive Vice
President of Global Commercial Services. Mr. Chary previously led the
technology division of Fidelity National Information Services, Inc. Prior to
joining Fidelity National Information Services Inc., Mr. Chary led the
Professional Services organization of eFunds Corporation, a payments
services company. Prior to eFunds, Mr. Chary worked at IBM Global
Services in infrastructure outsourcing and technology consulting. The Board
believes Mr. Chary is qualified to serve as a member of our Board due to his
management experience in the payments and information technology
industries.

Fred C. Enlow has served as a member of the Board since October 2006.
Since 2000, Mr. Enlow has been a consultant to various financial
institutions, primarily involving international consumer financial business.
Previously, he was a director, Chairman of the Board and Chairman of the
Audit Committee of Prudential Vietnam Finance Company, a group
executive director of Standard Chartered Bank PLC, a Vice Chairman and
director of MBNA America Bank, Chairman of MasterCard International’s
Asia Pacific region and member of the Board of Directors and Executive
Committee of MasterCard International. The Board believes Mr. Enlow is
qualified to serve as a member of our Board due to his experience in the
financial services and payments industries.

BOARD AND CORPORATE GOVERNANCE MATTERS

Corporate Governance Philosophy

The business affairs of the Company are managed under the direction of the Board in accordance
with the Delaware General Corporation Law, as implemented by the Company’s Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws. The role of the Board is to effectively
govern the affairs of the Company for the benefit of its stockholders and other constituencies. The Board
strives to ensure the success and continuity of business through the selection of qualified management. It is
also responsible for ensuring that the Company’s activities are conducted in a responsible and ethical
manner. The Company is committed to having sound corporate governance principles.

Board Leadership Structure

We separate the roles and responsibilities of the Chief Executive Officer and Chairman of the Board
in recognition of the differences between the two roles. The Chief Executive Officer formulates our
strategic direction and oversees the day to day management and performance of the Company, while the
Chairman of the Board provides general guidance to the Chief Executive Officer and sets the agenda for
and presides over Board meetings. The Board believes that Mr. Kilburn’s role as Chairman ensures a
greater role for the non-management directors in the oversight of the Company and encourages greater
participation of the non-management directors in setting agendas and establishing priorities and
procedures for the work of the Board. In addition, Mr. Kilburn has been selected as the Presiding Director
to preside over meetings of our non-management directors that take place in executive session with no
management directors or employees present. Our independent directors met in executive session with no
management directors or employees present seven times last year.

Board Role in Risk Oversight

Our Board is responsible for oversight of our risk assessment process. The Board’s role in the
Company’s risk oversight process includes receiving regular reports from members of our management
team with respect to material risks that the Company faces, including operational, financial, legal and
regulatory, strategic and reputational risks. The Board, or the applicable committee of the Board, receives
these reports from members of our management team to enable it to identify material risks and assess
management’s risk management and mitigation strategies. As part of its charter, our Audit Committee
assesses risks relating to the Company’s financial statements, oversees both the Company’s external and
internal audit functions and oversees the Company’s compliance with all applicable laws and regulations.
Our Compensation Committee is responsible for overseeing the management of risks relating to the
Company’s executive compensation plans and arrangements. The Nominating and Corporate Governance
Committee manages risks associated with the independence of the Board. While each committee is
responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is
regularly informed through committee reports about such risks.

Board Meetings and Attendance

During fiscal 2014, the Board held 15 meetings and each director attended at least 75% of such
meetings of the Board. The Company encourages, but does not require, its Board members to attend
annual stockholders meetings. All of the Company’s Board members attended the Company’s 2014 annual
meeting of stockholders, in person or via teleconference.

Director Independence

Under independence standards established by the Board in accordance with the rules and regulations
of the SEC and the NYSE, a director does not qualify as independent unless the Board affirmatively
determines that the director does not have any material relationship with the Company, either directly or

as a partner, stockholder or officer of an organization that has a relationship with the Company, which, in
the opinion of our Board, would interfere with the exercise of independent judgment by the director in
carrying out the responsibilities of a director. The Board considers such facts and circumstances as it
deems relevant to the determination of director independence. To assist in making its determination
regarding independence, the Board considers, at a minimum, the following categorical standards:

(cid:127) a director who is an employee, or whose immediate family member is an executive officer, of the
Company or any of its subsidiaries is not independent until three years after the end of such
employment relationship;

(cid:127) a director who receives, or whose immediate family member receives, more than $120,000 per year
in direct compensation from the Company or any of its subsidiaries, other than director and
committee fees and pension or other forms of deferred compensation for prior service (provided
such compensation is not contingent in any way on continued service), is not independent until
three years after he or she ceases to receive more than $120,000 per year in such compensation;

(cid:127) a director who is affiliated with or employed by, or whose immediate family member is affiliated
with or employed in a professional capacity by, a present or former internal or external auditor of
the Company or any of its subsidiaries is not ‘‘independent’’ until three years after the end of the
affiliation or the employment or auditing relationship;

(cid:127) a director who is employed, or whose immediate family member is employed, as an executive officer
of another company where any of the Company’s or any of its subsidiaries present executives serve
on that company’s compensation committee is not ‘‘independent’’ until three years after the end of
such service or the employment relationship;

(cid:127) a director who is an executive officer or an employee, or whose immediate family member is an
executive officer, of a company (which does not include chartable entities) that makes payments to,
or receives payments from, the Company or any of its subsidiaries for property or services in an
amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other
company’s consolidated gross revenues, is not ‘‘independent’’ until three years after falling below
such threshold; and

(cid:127) any director that has a material relationship with the Company shall not be independent. Any
relationship not required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange
Act shall be presumptively not material. For relationships not covered by the preceding sentence,
the determination of whether the relationship is material or not, and therefore whether the director
would be independent or not, shall be made by the Board.

The Board has determined that none of our current directors, other than Mr. Ram V. Chary, our
President and Chief Executive Officer, has a material relationship with the Company (either directly or as
a partner, stockholder or officer of an organization that has a relationship with the Company), which, in
the opinion of our Board, would interfere with the exercise of independent judgment by the director in
carrying out the responsibilities of a director, and that each of the following current non-employee
directors is independent within the meaning of independence as set forth in the rules and regulations of
the SEC and the NYSE: E. Miles Kilburn, Geoff Judge, Fred C. Enlow, Michael Rumbolz and Ronald
Congemi. The Board has also determined that Mr. Scott Betts, our former chief executive officer who
served as a director until March 2014, was not independent within the meaning of independence as set
forth in the rules and regulations of the SEC and the NYSE at the time he served as a director.

Committees of the Board

The Board has established three standing committees: the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee. Each director attended at least
75% of the meetings of each committee on which he served, other than Michael Rumbolz, who attended

less than 75% of the meetings of the Audit Committee and the Compensation Committee. In addition,
from time to time, special committees may be established under the direction of the Board when necessary
to address specific issues. The composition of the Board committees complies with the applicable rules of
the SEC, the NYSE and applicable law. Our Board has adopted written charters for its Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee.

The members of our standing committees during fiscal 2014, each of whom our Board has determined
is ‘‘independent,’’ as defined under and required by the rules of the NYSE and the federal securities laws,
are identified in the following table. Mr. Chary, our President and Chief Executive Officer and a director,
does not serve on any committees of the Board.

Name

Audit

Compensation

Nominating and
Corporate Governance

E. Miles Kilburn . . . . . . . . . . . . . . . . . . . Chair
Geoff Judge . . . . . . . . . . . . . . . . . . . . . .
Fred C. Enlow . . . . . . . . . . . . . . . . . . . .
Michael Rumbolz . . . . . . . . . . . . . . . . . .
Ronald Congemi . . . . . . . . . . . . . . . . . . .

X
X
X
X

Chair

X
X

X
Chair

Audit Committee. The Audit Committee met four times in fiscal 2014. The Audit Committee has

delegated responsibility to, among other things:

(cid:127) Review the policies and procedures adopted by the Company to fulfill its responsibilities regarding
the fair and accurate presentation of financial statements in accordance with generally accepted
accounting principles and applicable rules and regulations of the SEC and the NYSE;

(cid:127) Review any analyses prepared by management and/or the Company’s independent auditor setting
forth significant financial reporting issues and judgments made in connection with the preparation
of the Company’s financial statements, including analyses of the effects of alternative generally
accepted accounting principles (‘‘GAAP’’) methods on the financial statements;

(cid:127) Review major issues regarding accounting principles and financial statement presentations,
including any significant changes in the Company’s selection or application of accounting principles,
and major issues as to the adequacy of the Company’s internal controls and any special audit steps
adopted in light of material control deficiencies;

(cid:127) Discuss policies with respect to risk assessment and risk management, and discuss the Company’s
major financial risk exposures and the steps management has taken to monitor and control such
exposures;

(cid:127) Review with the Company’s independent auditor, management and internal auditors any
information regarding ‘‘second’’ opinions sought by management from an independent auditor with
respect to the accounting treatment of a particular event or transaction;

(cid:127) Review and discuss with management and the Company’s independent auditor the effect of
regulatory and accounting initiatives, as well as off-balance sheet arrangements and aggregate
contractual obligations, on the Company’s financial statements;

(cid:127) Review and discuss reports from the Company’s independent auditor regarding: (a) all critical
accounting policies and practices to be used by the Company; (b) all alternative treatments of
financial information within GAAP that have been discussed with management, including
ramifications of the use of such alternative disclosures and treatments and the treatment preferred
by the independent auditor; and (c) other material written communications between the
independent auditor and management, such as any management letter or schedule of unadjusted
differences; and

(cid:127) Review and discuss the Company’s annual audited financial statements and quarterly financial
statements with management and the Company’s independent auditor, including the Company’s
disclosures under ‘‘Management’s Discussion and Analysis of Financial Condition and Results of
Operations.’’

The Board has determined that each of Mr. Kilburn, the Chair of the Audit Committee, and
Mr. Rumbolz, is an ‘‘audit committee financial expert’’ as defined under applicable federal securities laws.

Compensation Committee. The Compensation Committee met six times during 2014, either
separately or in conjunction with full Board meetings. The Compensation Committee has delegated
responsibility to, among other things:

(cid:127) annually review and approve the Company’s corporate goals and objectives relevant to Chief
Executive Officer compensation, evaluate the Chief Executive Officer’s performance in light of such
goals and objectives, and, either as a Committee or together with the other independent directors
(as directed by the Board), determine and approve the Chief Executive Officer’s compensation level
based on this evaluation;

(cid:127) annually review and make recommendations to the Board with respect to non-Chief Executive
Officer compensation and incentive compensation plans and equity based plans that are subject to
Board approval;

(cid:127) administer the Company’s incentive compensation plans and equity based plans as in effect and as
adopted from time to time by the Board; provided that the Board shall retain the authority to
interpret such plans;

(cid:127) approve any new equity compensation plan or any material change to an existing plan where

stockholder approval has not been obtained; and

(cid:127) ensure appropriate overall corporate performance measures and goals are set and determine the

extent that established goals have been achieved and any related compensation earned.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance
Committee met five times in fiscal 2014. The Nominating and Corporate Governance Committee has
delegated responsibility to, among other things:

(cid:127) develop and recommend to the Board, and implement, a set of corporate governance principles and

procedures;

(cid:127) develop and recommend to the Board, and implement and monitor compliance with, a code of
business conduct and ethics for directors, officers and employees, and promptly disclose any waivers
for directors or executive officers;

(cid:127) review and assess the adequacy of the code of business conduct and ethics and recommend any

changes;

(cid:127) oversee the evaluation of the Board and management on an annual basis;

(cid:127) conduct annual reviews of each director’s independence and make recommendations to the Board

based on its findings;

(cid:127) assess the Board’s composition on an annual basis, including size of the Board, diversity, age, skills

and experience in the context of the needs of the Board;

(cid:127) advise the Board on member qualifications for each Board committee, committee member
appointments and removals, committee structure and operations (including authority to delegate to
subcommittees), and committee reporting to the Board; and

(cid:127) identify individuals qualified to become Board members, consistent with criteria approved by the
Board, and select, or recommend that the Board select, the director nominees for the next annual
meeting of stockholders.

Director Nomination Process

As provided in the charter of the Nominating and Corporate Governance Committee, nominations
for director may be made by the Nominating and Corporate Governance Committee or by a stockholder of
record entitled to vote. The Nominating and Corporate Governance Committee will consider and make
recommendations to the Board regarding any stockholder recommendations for candidates to serve on the
Board. Stockholders wishing to recommend candidates for consideration by the Nominating and
Corporate Governance Committee may do so by writing to the Company’s Investor Relations
Department—Attention Nominating and Corporate Governance Committee at 7250 South Tenaya Way,
Suite 100, Las Vegas, NV 89113 and providing the candidate’s name, biographical data and qualifications,
a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating
stockholder’s ownership of Common Stock. Submissions must be received at our principal executive
offices, addressed to our Secretary, not earlier than the close of business on the 120th day, nor later than
the close of business on the 90th day, prior to the first anniversary of the date of the preceding year’s
annual meeting. For our 2016 annual meeting of stockholders, stockholder nominations must be received
no earlier than the close of business on February 25, 2016, nor later than the close of business on March 27,
2016. There are no differences in the manner in which the Nominating and Corporate Governance
Committee evaluates nominees for director based on whether the nominee is recommended by the
committee or a stockholder. The Company does not pay any third party to identify or assist in identifying
or evaluating potential nominees.

In reviewing potential nominees for the Board, the Nominating and Corporate Governance
Committee considers the individual’s experience in the Company’s industry, the general business or other
experience of the candidate, the needs of the Company for an additional or replacement director, the
personality of the candidate, and the candidate’s interest in the business of the Company, as well as
numerous other subjective criteria. Of greatest importance is the individual’s integrity, willingness to be
involved and ability to bring to the Company experience and knowledge in areas that are most beneficial to
the Company. The Board intends to continue to evaluate candidates for election to the Board on the basis
of the foregoing criteria. A detailed description of the criteria used by the Nominating and Corporate
Governance Committee in evaluating potential candidates may be found in the charter of the Nominating
and Corporate Governance Committee which is posted on the Company’s website at www.gcainc.com. In
general, the Nominating and Corporate Governance Committee seeks prospective nominees with a broad
diversity of experience, professions, skills and backgrounds but has no formal policies and procedures for
assessing, and does not assign any specific weights to, any particular criteria. Nominees are not
discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any
other basis prohibited by law.

Communication between Interested Parties and Directors

Stockholders and other interested parties may communicate with individual directors (including the
Presiding Director), the members of a committee of the Board, the independent directors as a group or the
Board as a whole by addressing the communication to the named director, the committee, the independent
directors as a group or the Board as a whole c/o Secretary, Global Cash Access Holdings, Inc., 7250 South
Tenaya Way, Suite 100, Las Vegas, NV 89113 or via electronic mail to secretary@gcamail.com. The
Company’s Secretary will forward all correspondence to the named director, the committee, the
independent directors as a group or the Board as a whole, except for spam, junk mail, mass mailings,
product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently
inappropriate material. The Company’s Secretary may forward certain
offensive or otherwise

correspondence, such as product-related inquiries, elsewhere within the Company for review and possible
response.

Relationships Among Directors or Executive Officers

There are no family relationships among any of the Company’s directors or executive officers.

Code of Business Conduct, Standards and Ethics and Corporate Governance Guidelines

We have adopted a Code of Business Conduct, Standards and Ethics for our directors, officers and
other employees 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 thereunder. To the extent required by law, any
amendments to, or waivers from, any provision of the Code of Business Conduct, Standards and Ethics 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. We
have also adopted Corporate Governance Guidelines to assist the Board in the exercise of its
responsibilities.

Access to Corporate Governance Policies

Stockholders may access the Company’s committee charters, the Code of Business Conduct,
Standards and Ethics and the Corporate Governance Guidelines at the Corporate Governance section of
the Investors page on our website at www.gcainc.com. Copies of the Company’s committee charters, the
Code of Business Conduct, Standards and Ethics and Corporate Governance Guidelines will be provided
to any stockholder upon written request to the Secretary of the Company, Global Cash Access
Holdings, Inc., 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113 or via electronic mail to
secretary@gcamail.com.

Director Compensation

We have a compensation program in place for our non-employee directors. Under this program, all
non-employee directors receive an annual cash fee of $40,000 except for the chair of the Board who
receives an annual cash fee of $60,000. In addition, each member of the Company’s Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee receives an additional
annual cash fee of $7,500. The chairperson of each such committee receives an additional annual cash fee
of $20,000, $10,000 and $10,000, respectively.

In addition, upon initial appointment to the Board, each non-employee director receives an option to
purchase 100,000 shares of our Common Stock at an exercise price equal to the closing market price of our
Common Stock at the date of grant. Historically, for each grant, one eighth of the options vest after six
months of service as a director, and the remainder vest ratably in equal monthly installments over the
succeeding forty-two months; provided, however, that all outstanding unvested options held by
non-employee directors vest in their entirety upon a change of control of the Company. In addition,
non-employee directors are typically granted additional options to purchase shares of our Common Stock
or awards of restricted shares of our Common Stock on an annual basis. Such option and restricted stock
grants historically have vested upon a schedule similar to that of the initial grants, although grants made
under the 2014 Equity Plan are subject to annual vesting of 25% per anniversary over four years. The
options have a term of ten years.

The following table sets forth certain information concerning the compensation of our non-employee

directors for the fiscal year ended December 31, 2014:

Name

E. Miles Kilburn(2) . . . . . . . . . . . . . . . . . . . . . . . .
Geoff Judge(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fred Enlow(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Rumbolz(2)(3) . . . . . . . . . . . . . . . . . . . . .
Ronald Congemi(2) . . . . . . . . . . . . . . . . . . . . . . . .
Scott Betts(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fees earned
or paid in
cash

$97,500
57,500
55,000
65,000
55,000
10,000

Option awards(1)

Stock
awards(1)

$208,883
139,255
139,255
139,255
139,255
—

$—
—
—
—
—
—

Total

$306,383
196,755
194,255
204,255
194,255
10,000

(1) Represents the fair value of the directors’ equity awards in fiscal year 2014, as calculated in
accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of
the directors’ stock option and restricted stock awards, see the notes to the consolidated financial
statements contained in the Company’s Annual Report on Form 10-K for the years ended
December 31, 2014, 2013 and 2012.

(2) At December 31, 2014, our directors had the following aggregate numbers of option awards and

unvested stock awards outstanding:

Unvested
stock awards

Shares underlying
outstanding
options

E. Miles Kilburn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geoff Judge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fred Enlow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Rumbolz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald Congemi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scott Betts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,676
5,118
5,118
5,118
—
—

113,889
75,927
75,927
75,927
104,167
—

(3) Mr. Rumbolz received an additional $10,000 in fees for services related to compliance matters.

(4) Mr. Betts resigned from the Board in March 2014.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was formerly an officer or employee of the
Company or its subsidiaries. No interlocking relationship exists between any member of the Company’s
Board or Compensation Committee and any member of the board of directors or compensation committee
of any other company, nor has such interlocking relationship existed in the past.

Review, Approval or Ratification of Transactions with Related Persons

TRANSACTIONS WITH RELATED PERSONS

Under procedures adopted by the Board, any transaction that is required to be reported under
Item 404(a) of Regulation S-K promulgated by the SEC must be reviewed, approved or ratified by the
Audit Committee, the Nominating and Corporate Governance Committee or another committee
consisting entirely of ‘‘independent directors’’ as defined under applicable NYSE rules. The types of
transactions subject to these procedures include but are not limited to (i) the purchase, sale or lease of
assets to or from a related person, (ii) the purchase or sale of products or services to or from a related
person, or (iii) the lending or borrowing of funds from or to a related person. Approval of transactions
with related persons shall be at the discretion of the reviewing body, but the reviewing body shall consider
(A) the consequences to the Company of consummating or not consummating the transaction, (B) the
extent to which the Company has a reasonable opportunity to obtain the same or a substantially similar
benefit of the transaction from a person or entity other than the related person, and (C) the extent to
which the terms and conditions of such transaction are more or less favorable to the Company and its
stockholders than the terms and conditions upon which the Company could reasonably be expected to
negotiate with a person or entity other than the related person. Further, our Code of Business Conduct,
Standards and Ethics requires our directors, officers and employees to raise with our Chief Compliance
Officer any material transaction or relationship that could reasonably be expected to give rise to a personal
conflict of interest. Our Corporate Governance Guidelines also prohibit the Company’s making of any
personal loans to directors, executive officers or their immediate family members.

Transactions with Related Persons in 2014

During fiscal 2014, the Company did not engage in any transactions, and there is not currently
proposed any transaction or series of similar transactions to which the Company was or will be a party, with
related parties that required review, approval or ratification of the Audit Committee or any other
committee.

EXECUTIVE OFFICERS

In addition to the information provided above regarding Mr. Chary, the following sets forth certain

information regarding the Company’s executive officers:

Name

Age

Position and Offices

Ram V. Chary . . . . . . . . . . . . . . . . .
Randy L. Taylor . . . . . . . . . . . . . . . .
Juliet A. Lim . . . . . . . . . . . . . . . . . .

44
President, Chief Executive Officer and Director
52 Executive Vice President and Chief Financial Officer
52 Executive Vice President, Payments, General Counsel

David Lucchese . . . . . . . . . . . . . . . .
Edward Peters . . . . . . . . . . . . . . . . .

56 Executive Vice President, Games
52 Executive Vice President, Sales

and Corporate Secretary

Randy L. Taylor has served as our Executive Vice President and Chief Financial Officer since March
2014. Prior to his appointment as Executive Vice President and Chief Financial Officer, Mr. Taylor had
served as the Company’s Senior Vice President and Controller since November 2011. Prior to joining the
Company, Mr. Taylor served in various positions for Citadel Broadcasting Corporation, a radio
broadcasting company, from April 1999 to September 2005 and September 2006 to September 2011,
including most recently, from 2008 to 2011, as Chief Financial Officer. In December 2009, Citadel
Broadcasting Corporation filed a petition for voluntary reorganization under Chapter 11 of the U.S.
Bankruptcy Code and emerged from reorganization under Chapter 11 in June 2010. Mr. Taylor also served
as the Vice President of Finance and Corporate Controller of Bally Technologies, Inc. from September
2005 to September 2006.

Juliet A. Lim has served as our Executive Vice President, Payments, General Counsel and Secretary
since January 2015, having previously served as our Executive Vice President, General Counsel and
Secretary from March 2014 to January 2015. Prior to joining the Company, Ms. Lim served as General
Counsel and Corporate Secretary and VP of Human Resources of Clear Energy Systems, Inc. from June
2013 until February 2014. From January 2010 to May 2013, Ms. Lim served as the General Counsel and
Corporate Secretary and VP of Human Resources of Arizona State University Foundation. Ms. Lim served
as the Senior Vice President and Deputy General Counsel and in other senior legal positions at Fidelity
National Information Services, Inc. and eFunds Corporation (which was acquired by Fidelity National in
2007), from June 2003 to November 2009. Ms. Lim also served as VP and Associate General Counsel of
Honeywell, Inc. and was a partner at the law firm now known as Lewis Roca Rothgerber.

David Lucchese has served as our Executive Vice President, Games, since January 2015, having
previously served as our Executive Vice President, Client Operations, from March 2014 to January 2015
and as our Executive Vice President, Sales, from April 2010 to March 2014. Prior to joining the Company,
Mr. Lucchese served in various positions for Bally Technologies, Inc., including Vice President of Sales,
Games from April 2005 to April 2010 and Senior Vice President of Sales, Systems from April 2003 to April
2005. Mr. Lucchese served as Vice President of Sales for Aristocrat Technologies, Inc. from July 2001 to
February 2003.

Edward Peters has served as our Executive Vice President, Sales, since January 2015, having previously
served as Senior Vice President, Sales for the Company since November 2014. Prior to joining the
Company, Mr. Peters served in various senior executive positions during the past several years, including
as: Senior Vice President Business Development in Global Commercial Services from February 2010
through November 2014 for Fidelity Information Services; Chief Information Officer for Silverton Bank
from August 2004 through February 2010; and Senior Vice President for Prudential Bank from December
2000 through July 2004.

PROPOSAL 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, enacted
in 2010, requires that companies provide their stockholders with the opportunity to vote, on an advisory
(non-binding) basis, whether to approve the compensation of companies’ named executive officers,
commonly referred to as a ‘‘say-on-pay’’ vote, at least once every three years. In a vote held at our 2011
annual meeting, our stockholders voted in favor of holding say-on-pay votes annually. In light of this result
and other factors considered by the Board, we have adopted a frequency of obtaining say-on-pay votes on
an annual basis. Accordingly, the next opportunity for stockholders to participate in a say-on-pay vote after
the Annual Meeting is expected to occur in connection with our annual meeting of stockholders to be held
in 2016.

The say-on-pay vote is a non-binding advisory vote on the compensation of our named executive
officers as described in the Compensation Discussion and Analysis section, including the tabular disclosure
and accompanying narrative disclosure regarding such compensation, set forth in this Proxy Statement. It is
not a vote to approve our general compensation policies, the compensation of our Board of Directors, or
our compensation policies as they relate to risk management.

Our Compensation Committee, which is responsible for designing and administering our executive
compensation program, has designed our executive compensation program to provide a competitive and
internally equitable compensation and benefits package that reflects company performance, job complexity
and the strategic value of the position, while ensuring long-term retention, motivation and alignment with
the long-term interests of the Company’s stockholders. We encourage you to carefully review the
‘‘Compensation Discussion and Analysis’’ of this Proxy Statement for additional details on the Company’s
executive compensation, including our compensation philosophy and objectives and the processes our
Compensation Committee and the Board used to determine the structure and amounts of the
compensation of our named executive officers for the year ended December 31, 2014.

The vote solicited by this Proposal No. 2 is advisory, and therefore is not binding on us, our Board or
our Compensation Committee, nor will its outcome require us, our Board or our Compensation
Committee to take any action. Moreover, the outcome of the vote will not be construed as overruling any
decision by us or our Board. Furthermore, because this non-binding, advisory vote primarily relates to the
compensation of our named executive officers that we have already paid or are otherwise contractually
committed to pay, there is generally no opportunity for us to revisit these decisions. However, our Board,
including our Compensation Committee, values the opinions of our stockholders and, to the extent there is
any significant vote against the named executive officer compensation as disclosed in this proxy statement,
we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate for us to
take in the future to address those concerns.

Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this

Proposal No. 2:

‘‘RESOLVED, that the stockholders of Global Cash Access Holdings, Inc. approve, on an advisory
basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K, set forth in the Company’s definitive proxy statement for the 2015
Annual Meeting of Stockholders.’’

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE ‘‘FOR’’ THE
RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS
DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

The Company is a holding company, the principal asset of which is the capital stock of Global Cash
Access, Inc. and the capital stock of Multimedia Games Holding Company, Inc. The executive officers of
the Company are employees of Global Cash Access, Inc. and all references in this Proxy Statement to
executive compensation relate to the executive compensation paid by Global Cash Access, Inc. to such
executive officers.

Compensation Discussion and Analysis

The following discussion and analysis should be read in conjunction with ‘‘Compensation of Named

Executive Officers’’ and the related tables that follow.

The purpose of this Compensation Discussion and Analysis is to provide information about each
material element of compensation that we pay or award to, or that is earned by, the individuals set forth in
the Summary Compensation Table set forth below (our ‘‘Named Executive Officers’’), including our
principal executive officer, our principal financial officer, and the two other persons whose total
compensation for the fiscal year ended December 31, 2014, was in excess of $100,000 and who were serving
as executive officers at the end of that fiscal year. We also provide information about each material
element of compensation that we paid or awarded to, or that was earned by, certain former executive
officers whose employment terminated during 2014.

Compensation Determinations

All of our current Named Executive Officers are parties to employment agreements. The level of base
salary to be paid to those officers over the term of their respective employment agreements and their
individual target bonus percentages were determined as part of the negotiation process relating to such
agreements or any amendments thereof. Our Compensation Committee’s charter empowers it to set all
compensation, including, but not limited to, salary, bonus, incentive compensation, equity awards, benefits
and perquisites, for our Chief Executive Officer and to review and make recommendations to the Board
with regard to the compensation of our other Named Executive Officers.

Objectives of Compensation Policies

The principal objective of the Company’s executive compensation policies is to align the executives’
incentives with the achievement of the Company’s strategic goals, which are in turn designed to enhance
stockholder value. In order to achieve that objective, the Company’s executive compensation policies are
designed to help the Company attract and retain key personnel who possess the necessary leadership and
management skills, motivate key employees to achieve specified goals and ensure that compensation
provided to key employees is both fair and reasonable in light of performance and competitive with the
compensation paid to executives of similarly situated companies. The Company has attempted to design its
executive compensation policies to incent its executives to achieve the Company’s strategic goals while at
the same time discouraging them and other employees from taking excessive risk as described below.

Risk Considerations in our Compensation Policies

The Compensation Committee has reviewed and discussed the concept of risk as it relates to the
Company’s compensation policies and it does not believe that the Company’s compensation policies
encourage excessive or inappropriate risk taking for the following reasons:

(cid:127) Our compensation structure consists of both salary and incentive-based compensation. The salary
component of our compensation structure is designed to provide a steady income regardless of our
Company’s performance or stock price so that executives are not overly focused on our stock price
or potentially distracted from focusing on other important business metrics and strategic goals.

(cid:127) Our cash incentive bonuses for all of the Named Executive Offices are not guaranteed and are
based equally on an achievement of both (i) Company-wide goals and (ii) goals for the Chief
Executive Officer that are set by the Compensation Committee (the ‘‘Individual Performance
Goals’’). The Company-wide performance component consists of achieving a pre-established
Adjusted EBITDA performance target. Adjusted EBITDA is defined as operating income plus
depreciation and amortization, non-cash compensation, asset impairment charge, accretion of
contract rights, acquisition costs and purchase accounting adjustments. In 2014, the Individual
Performance Goals established by the Compensation Committee for the Chief Executive Officer
consisted of goals related to corporate strategy (including maintaining and expanding the
Company’s gaming footprint through strategic gaming-related acquisitions, alliances or technology
development while seeking growth opportunities outside gaming that will bring value to gaming
customers), leadership (including aligning the strategic goals of the Board of Directors, Chief
Executive Officer and senior management team), and customer and community relationships
(including by improving customer retention and satisfaction through the establishment of a robust
technology development and testing discipline and implementation of a new delivery and service
model), with each category given equal weighting. In order to promote alignment of goals and
collective responsibility for corporate performance among our senior executive team, it was
determined that each Named Executive Officer other than the Chief Executive Officer would be
deemed to have satisfied or failed to have satisfied the Individual Performance Goals if and to the
extent that the Chief Executive Officer satisfied or failed to satisfy the Individual Performance
Goals, as the case may be. We believe that this Company-wide performance component encourages
executives to focus on the overall profitability and financial condition of the Company. We also
believe that having a subjective component based on the achievement of other goals properly
incentivizes executives to focus on non-financial goals and objectives that are important to the
ability of the Company to achieve its long term strategic goals.

(cid:127) The amount of the cash incentive bonus payable to an executive based on the Company-wide
financial performance goals and the subjective Individual Performance Goals components is capped
each year at a percentage of each executive officer’s base salary. In addition, with respect to the
Company-wide performance-component of the cash incentive bonuses, the Company must achieve
a certain minimum performance target before an executive is eligible to receive any cash incentive
bonus relating to such Company-wide performance component.

(cid:127) Our stock-based compensation and incentive programs focus on the long term performance of the

Company.

(cid:127) Our time-based equity awards granted under the 2005 Stock Plan generally vest over a period
of four years (with 25% vesting after one year and the remainder vesting monthly over the
following three years).

(cid:127) Our time-based equity awards granted under the 2014 Equity Plan generally vest over a period

of four years (with 25% vesting in equal annual installments per anniversary).

(cid:127) Our market-based stock options typically vest if our average stock price in any period of 30
consecutive trading days meets certain target prices during a four year period that commenced
on the date of grant for these options. If these target prices are not met during such four year
period, the unvested shares underlying the options will terminate, except if there is a change in
control of the Company as defined in the 2005 Plan, in which case, the unvested shares
underlying such options shall become fully vested on the effective date of such change in
control.

(cid:127) Our cliff vesting time-based stock options granted under the 2005 Plan will vest based on the
requisite service periods with a portion to vest after five years and another portion to vest after
six years.

Design of Compensation Policies

The Company’s executive compensation policies are designed to reward executives in a manner that is
proportionate to the achievement of, or performance above, established goals. These goals may be
expressed in terms of Company-wide performance, operating segment performance or individual
performance, and their achievement may be measured by either operating metrics or financial metrics. In
certain cases, the achievement of goals may be subjective in nature. Goals may be annual or longer term in
nature; correspondingly, elements of compensation may be annual (i.e., base salaries and bonuses) or
longer term in nature (i.e., stock-based compensation and incentives).

Elements of, and Impact of Performance on, Executive Compensation

The Compensation Committee evaluates both performance and compensation to ensure that
executive compensation is serving the objectives of attracting, retaining and motivating key executives,
including our Named Executive Officers. To that end, the Compensation Committee believes that
executive compensation packages provided by the Company to its key executives should include both cash
and stock-based compensation and incentives. Under the Company’s executive compensation policies, cash
compensation consists of annual base salaries and bonuses, and stock-based compensation and incentives
consist of stock options or awards of restricted stock or a combination of both.

Base Salaries. We want to provide our key executives with base salaries that provide an appropriate
level of assured cash compensation that is sufficient to retain their services. The base salary of each
executive officer is determined based upon his or her position, responsibility, qualifications and experience,
and reflects consideration of both external comparison to available market data and internal comparison to
other executive officers, as well as the individual performance of the executive in the prior period. Base
salary amounts are initially determined through the recruitment process and are typically reconsidered
annually as part of the Company’s performance review process.

Cash Incentive Bonuses. Each Named Executive Officer’s potential incentive cash bonus for 2014 was
established as a target percentage of such Named Executive Officer’s base salary. Such target cash bonus
percentage was either negotiated and set forth in the Named Executive Officer’s employment agreement
or otherwise established by the Compensation Committee. The Chief Executive Officer had a target bonus
of 100% of his base salary with the potential to earn a bonus of up to 150% of his base salary. Each Named
Executive Officer other than the Chief Executive Officer had a target bonus of 50% of the executive’s base
salary, with the potential to earn a bonus of up to 75% of his or her base salary.

The Company’s cash incentive bonus plan consists of a combination of Company-based targets and
goals and the Individual Performance Goals. For 2014, the Compensation Committee established the
following performance targets and goals in connection with the payment of incentive cash bonuses to the
Company’s Named Executive Officers for the year ended December 31, 2014 (amounts in thousands):

Minimum

Target

Maximum

Maximum %

Adjusted EBITDA target

(50% weight) . . . . . . . . . . . . . . $71,000 to $72,600

$74,000 to $76,000

$77,500 or Greater

75%

Payout percentage of Adjusted

EBITDA target . . . . . . . . . . . .

25%

50%

75%

Individual Performance Goals

(50% weight) . . . . . . . . . . . . . .

N/A

75%

The Company’s performance targets for the year ended December 31, 2014 relating to Adjusted
EBITDA were weighted 50% and the Individual Performance Goals were weighted 50% in calculating the
amount of annual incentive cash bonuses that could be payable to the Company’s Named Executive
Officers. A Named Executive Officer would not receive any bonus compensation if the Company failed to
meet the minimum threshold for the Adjusted EBITDA performance target and the Individual

Performance Goals were not satisfied. The actual amount payable under the Adjusted EBITDA
performance target increases proportionately assuming the minimum threshold amount is achieved. The
maximum percentage amount for the objective and subjective performance targets for the fiscal year ended
December 31, 2014 was equal to 150% of the target percentage amount.

For 2014, the Company established an Adjusted EBITDA target of $74.0 million to $76.0 million with
a minimum threshold of $71.0 million. The Company had Adjusted EBITDA of $76.0 million for the year
ended December 31, 2014, which, under the formula above, would have resulted in a 50% payout
percentage with respect to the Company’s Adjusted EBITDA objective performance target. In December
2014, prior to the end of the fiscal year and before becoming eligible to receive a cash incentive bonus
under the plan, each of Messrs. Chary, Taylor and Lucchese and Ms. Lim waived their eligibility for and
right to receive a cash incentive bonus for 2014.

Stock-Based Compensation and Incentives. We believe that the award of stock-based compensation
and incentives is an effective way of aligning our executives’ interests with the goal of enhancing
stockholder value. To that end, including the grants of stock options and awards of restricted stock made in
2014, grants of stock options and awards of restricted stock have been made to executives and other
employees under the Company’s 2005 Stock Incentive Plan (the ‘‘2005 Plan’’). In 2014, our Board adopted,
and at the 2014 annual meeting of stockholders our stockholders approved, the 2014 Equity Incentive Plan
(the ‘‘2014 Plan’’) and authorized and reserved a total of 10,275,000 shares of our common stock for
issuance thereunder. In addition, in connection with the Company’s acquisition of Multimedia Games
Holding Company, Inc. (‘‘Multimedia Games’’) in December 2014, we assumed an additional 4,117,917
shares that were authorized for issuance under the Multimedia Games equity incentive plan as in effect at
the closing of the acquisition.

Due to the direct relationship between the value of an equity award, on the one hand, and the
Company’s stock price, on the other, we believe that equity awards motivate executives to manage the
Company’s business in a manner that is consistent with stockholder interests. Equity awards are intended
to focus the attention of the recipient on the Company’s long-term performance which we believe results in
improved stockholder value. Through the grant of stock options and restricted stock awards that vest over
time, we can align executives’ interests with the long-term interests of our stockholders who seek
appreciation in the value of our common stock. To that end, the equity awards that we grant to executives
typically vest and become fully-exercisable over a four-year period, subject, in certain cases, to accelerated
vesting upon the occurrence of certain events such as termination of employment without cause or changes
in control of the Company. The grant of equity awards also provides significant long-term earnings
potential in a competitive market for executive talent.

In the past, we have typically granted stock options to executives shortly following the commencement
of their employment, and restricted stock awards as part of our regular performance review process. Our
policy is to award stock options with an exercise price equal to, or to grant restricted stock at a value equal
to, the closing price of our stock on the NYSE on the date of grant. The principal factors considered in
granting stock options or restricted stock awards to executives are prior performance, level of
responsibility, the amounts of other compensation attainable by the executive and the executive’s ability to
influence the Company’s long-term growth and profitability. However, the 2005 Stock Incentive Plan did
not, and the 2014 Plan does not, provide any quantitative method for weighing these factors and a decision
to grant an award is primarily based upon a subjective evaluation of the executive’s past performance as
well as anticipated future performance. The compensation associated with stock options and restricted
stock awards granted to Named Executive Officers is included in the Summary Compensation Table and
other tables below.

Retirement Plans. We have established and maintain a retirement savings plan under Section 401(k)
of the Internal Revenue Code of 1986 (the ‘‘Code’’) to cover our eligible employees, including our
executive officers. The Code allows eligible employees to defer a portion of their compensation, within

prescribed limits, on a tax deferred basis through contributions to the 401(k) plan. Our 401(k) plan is
intended to constitute a qualified plan under Section 401(a) of the Code and its associated trust is intended
to be exempt from federal income taxation under Section 501(a) of the Code. We make contributions to
the 401(k) plan for the benefit of certain executive officers.

Severance Benefits and Change in Control Payments.

In order to retain the ongoing services of our
Named Executive Officers, we have provided the assurance and security of severance benefits and change
in control payments. As described more fully below under the caption ‘‘Employment Contracts,
Termination of Employment and Change in Control Arrangements,’’ our Chief Executive Officer is
entitled, in the event of the termination of his employment by the Company without cause or by him for
good reason (as such terms are defined in his employment agreement), to a lump sum payment equal to
twenty four months’ salary plus two times the then target amount of his discretionary bonus, plus eighteen
months of continued group health insurance for him and his eligible dependents, and all unvested equity
awards subject to time-based and market-based vesting become fully vested. Our other Named Executive
Officers are entitled, in the event of the termination of the executive’s employment by the Company
without cause or by the executive for good reason (as such terms are defined in the respective employment
agreements), to twelve months salary continuation plus one times the then target amount of the executive’s
discretionary bonus payable over twelve months, plus twelve months of continued group health insurance
for the executive and the executive’s eligible dependents, and all unvested equity awards with time-based
vesting become fully vested. In addition, the agreements for each of our Named Executive Officers provide
that all unvested equity awards vest upon a change in control of the Company (as such term is defined in
the Company’s 2014 Plan). We believe that these severance benefits and change in control payments reflect
the fact that it may be difficult for such executives to find comparable employment within a short period of
time and that providing such benefits should eliminate, or at least reduce, the reluctance of senior
executives to pursue potential change in control transactions that may be in the best interests of
stockholders. We believe that these benefits are appropriate in size relative to the overall value of the
Company.

Other Compensation Plans. The Company has adopted general employee benefit plans in which
Named Executive Officers are permitted to participate on parity with other employees. The Named
Executive Officers, together with other executives, are entitled to reimbursement of certain out-of-pocket
payments incurred for health care.

Results of Most Recent Stockholder Advisory Vote on Executive Compensation.

In response to our
stockholders’ non-binding approval of the compensation of the Company’s named executive officers at the
2014 annual meeting of stockholders, the Company has not materially deviated from its approach to, and
the structure of, its executive compensation decisions and policies.

Conclusion

We believe that the compensation amounts paid to our named executive officers for their service in

2014 were reasonable and appropriate and in our best interests.

Compensation of Named Executive Officers

Summary Compensation Table

The following table sets forth the total compensation earned for services rendered by each person who
served as our principal executive officer during 2014, each person who served as our principal financial
officer during 2014, two other persons whose total compensation for the fiscal year ended December 31,
2014 was in excess of $100,000 and who were serving as executive officers at the end of that fiscal year, and
one other person who would have been among our three most highly compensated executive officers but
for the fact that he was no longer serving as an executive officer at the end of 2014.

Name and principal position

Year Salary

Bonus

awards(1) awards(2)

compensation(3) compensation(4)

Total

Stock

Option

Non-equity
incentive plan

All other

Ram V. Chary

.
. .
President, Chief Executive Officer

. 2014 632,692(5) —

1,424,000

9,438,033

Randy L. Taylor .

.
Executive Vice President, Chief
Financial Officer

. 2014 275,962(7) —

313,280

601,310

Juliet A. Lim .

.
.
Executive Vice President, General
Counsel and Corporate Secretary

. 2014 266,539(8) —

341,760

601,310

David Lucchese .

.
.
Executive Vice President, Gaming

. 2014 340,000
2013 340,000
2012 340,000

David Lopez* .

.
.
Former Chief Executive Officer

Mary E. Higgins* .

.
Former Chief Financial Officer

. 2014

50,000
2013 500,000
2012 269,231

. 2014 116,827
2013 375,000
2012 375,000

Robert Myhre* .

.
. .
Former Executive Vice President,
Chief Information Officer

. 2014 330,000
2013 330,000
76,154
2012

—
—
—

356,000
127,499

601,310
127,497
— 322,480

—
337,498
430,300

—
337,489
758,760

—
187,502

—
187,493
— 322,480

— 601,310
148,495
420,140

148,500
147,600

—

—
170,000
182,750

—
375,000
156,762

—
236,250
230,937

—
173,250
46,660

159,944(6)

11,654,669

11,501

1,202,053

46,164(9)

19,187
26,390
17,519

24,627(10)
26,247
1,796

428,676(11)

15,069
10,533

704,857(12)
84,173
4,194

1,255,773
—

1,316,497
791,386
862,749

74,627
1,576,234
1,616,849

545,503
1,001,314
938,950

1,636,167
884,418
694,748

(1)

(2)

(3)

The employment of Mr. Lopez, Ms. Higgins and Mr. Myhre terminated in January 2014, March 2014 and December 2014, respectively.

Represents the fair value of the Named Executive Officers’ restricted stock grants, as calculated in accordance with FASB ASC Topic 718. For a
discussion of the assumptions made in determining the valuation of the restricted stock awards, see our notes to the financial statements in the
Company’s Annual Report on Form 10-K for the years ended December 31, 2014, 2013 and 2012.

Represents the fair value of the Named Executive Officers’ stock option grants, as calculated in accordance with FASB ASC Topic 718. For a
discussion of the assumptions made in determining the valuation of the stock option awards, see our notes to the financial statements in the
Company’s Annual Report on Form 10-K for the years ended December 31, 2014, 2013 and 2012.

Represents the amount of cash bonus earned under the Company’s cash incentive bonus program for the applicable fiscal year. Amounts earned
for a particular fiscal year are typically paid out to the Named Executive Officers in the first quarter of the following calendar year. In December
2014, prior to the end of the fiscal year and before becoming eligible to receive a cash incentive bonus under the plan, each of Messrs. Chary,
Taylor and Lucchese and Ms. Lim waived their eligibility for and right to receive a cash incentive bonus for 2014.

(4)

Represents the amounts for out-of-pocket health care expenses and contributions made by the Company under its 401(k) plan.

(5) Mr. Chary’s employment began in January 2014.

(6) Mr. Chary received reimbursement of $148,441 in connection with relocating to the Las Vegas metropolitan area.

(7) Mr. Taylor was promoted to the position of Executive Vice President and Chief Financial Officer in March 2014.

(8) Ms. Lim’s employment began in March 2014.

(9) Ms. Lim received reimbursement of $37,336 in connection with relocating to the Las Vegas metropolitan area.

(10) Mr. Lopez received reimbursement for out-of-pocket health care expenses of $18,820.

(11) Ms. Higgins received cobra medical benefits of $23,801 and severance related amounts of $402,404.

(12) Mr. Myhre received severance related amounts of $693,000.

Grants of Plan Based Awards in 2014

The following table sets forth certain information concerning grants of awards made to each Named

Executive Officer during the fiscal year ended December 31, 2014:

Name

Grant Date Threshold(2) Target Maximum(3)

Estimated future payments under
non-equity incentive plan awards(1)

All other stock
awards: number
of shares of
stock or units

All other option
awards: number
of securities

Exercise or
base price of
underlying options option awards

Grant date fair
value of stock and
option awards(4)

Ram V. Chary .

Randy L. Taylor . . .

Juliet A. Lim .

David Lucchese . . .

—
1/27/2014
1/27/2014
1/27/2014
1/27/2014
5/2/2014
5/2/2014
10/30/2014

—
5/2/2014
5/2/2014
5/2/2014
5/2/2014
10/30/2014

175,000
—
—
—
—
—
—
—

37,500
—
—
—
—
—

41,250
—
—
—
—
—

42,500
—
—
—
—
—

700,000
—
—
—
—
—
—
—

150,000
—
—
—
—
—

165,000
—
—
—
—
—

170,000
—
—
—
—
—

1,050,000
—
—
—
—
—
—
—

225,000
—
—
—
—
—

247,500
—
—
—
—
—

255,000
—
—
—
—
—

David Lopez*† . . .

5/2/2014

93,750

375,000

562,500

Mary E. Higgins*† .

5/2/2014

56,250

225,000

337,500

Robert Myhre* . . .

—
5/2/2014
5/2/2014
5/2/2014
5/2/2014

41,250
—
—
—
—

165,000
—
—
—
—

247,500
—
—
—
—

—
—
—
—
—
—
—
200,000

—
—
—
—
—
44,000

—
—
—
—
—
48,000

—
—
—
—
—
50,000

—

—
—
—
—
—

—
1,000,000
333,333
333,333
333,334
250,000
250,000
—

—
40,000
40,000
40,000
100,000
—

—
100,000
40,000
40,000
40,000
—

—
40,000
40,000
40,000
100,000
—

—

—
100,000
40,000
40,000
40,000

—
8.92
8.92
8.92
8.92
6.59
6.59
7.12

—
6.59
6.59
6.59
6.59
7.12

—

—
6.59
6.59
6.59
6.59

—
3,711,800
1,389,999
1,356,665
1,306,669
761,975
910,925
1,424,000

—
115,200
107,600
100,000
278,510
313,280

—
278,510
115,200
107,600
100,000
341,760

—
115,200
107,600
100,000
278,510
356,000

—

—
278,510
115,200
107,600
100,000

†

(1)

(2)

(3)

(4)

The employment of Mr. Lopez, Ms. Higgins and Mr. Myhre terminated in January 2014, March 2014 and December 2014, respectively.

No grants of awards were issued to Mr. Lopez and Ms. Higgins in 2014.

Represents amounts potentially payable under the Company’s cash incentive bonus program. A more detailed discussion of how the threshold,
target and maximum amounts are determined and calculated is found in the Compensation Discussion and Analysis section of the Company’s
Annual Report on Form 10-K. Each Named Executive Officer waived his or her eligibility for and right to receive a cash incentive bonus for 2014.

Represents the amount payable to the Named Executive Officer under the Company’s cash incentive bonus program at the threshold level.

Represents the maximum amount payable to the Named Executive Officer under the Company’s cash incentive bonus program.

Represents the total fair value of the Named Executive Officers’ restricted stock grants and stock option grants, as calculated in accordance with
FASB ASC Topic 718. For a discussion of the assumptions made in the valuation, please see the notes to the financial statements in our Annual
Report on Form 10-K for the years ended December 31, 2014, 2013 and 2012.

Employment Contracts, Termination of Employment and Change in Control Arrangements

The Company is a party to employment agreements with Messrs. Chary, Taylor and Lucchese and
Ms. Lim, each of which provide that, in the event of the termination of the executive’s employment by the
Company without cause or by the executive for good reason (as such terms are defined in the respective
employment agreements), the executive is entitled to twelve months salary continuation plus one times the
then target amount of the executive’s discretionary bonus payable over twelve months (or in the case of
Mr. Chary, a lump sum payment equal to two times his then current base salary plus two times the then

target amount of his discretionary bonus), plus twelve months (or in the case of Mr. Chary, eighteen
months) of continued group health insurance for the executive and the executive’s eligible dependents, and
all unvested equity awards with time-based vesting become fully vested (or in the case of Mr. Chary, all
unvested equity awards with time-based vesting and market-based vesting become fully vested). In
addition, the agreements provide that all unvested equity awards vest upon a change in control of the
Company (as such term is defined in the Company’s 2014 Equity Incentive Plan).

The following table sets forth the estimated payments and benefits to the Named Executive Officers
based upon (i) a hypothetical termination without cause or for good reason of each such executive’s
employment on December 31, 2014 that is not in connection with a change in control of us, (ii) a
hypothetical change in control of us on December 31, 2014, and (iii) a hypothetical termination without
cause or for good reason of each executive’s employment on December 31, 2014 in connection with a
change in control of us. Information is not included for Messrs. Lopez or Myhre or Ms. Higgins because
the severance benefits for those former officers were triggered upon the respective effective dates of their
termination of employment and are included in the Summary Compensation Table above:

Termination without Cause or For Good
Reason

Change in
Control

Termination without Cause
following Change in Control

Name

Cash

Payment(1) Benefits(2)

Ram V. Chary . . . . . . . . . $2,800,000
450,000
Randy L. Taylor . . . . . . . .
495,000
Juliet A. Lim . . . . . . . . . .
510,000
David Lucchese . . . . . . . .

$19,135
11,000
12,460
26,411

Acceleration of Acceleration of

Stock and
Options(3)

$1,990,000
434,989
399,200
559,563

Stock and
Options(3)

$1,990,000
502,189
466,400
626,763

Cash

Payment(1) Benefits(2)

Acceleration of
Stock and
Options(3)

$2,800,000
450,000
495,000
510,000

$19,135
11,000
12,460
26,411

$1,990,000
502,189
466,400
626,763

(1) Assumes a termination date of December 31, 2014, and is based on the executive’s salary and target bonus in effect at such date.

(2) Estimated value of continued coverage under group health insurance plans through the end of the applicable severance period.

(3) The value attributable to the hypothetical acceleration of the vesting of any restricted stock awards held by a Named Executive
Officer is determined by multiplying the number of unvested shares of restricted stock accelerated by $7.15 (the closing price of
our Common Stock on December 31, 2014). The value attributable to the hypothetical acceleration of the vesting of any stock
option awards held by a Named Executive Officer is determined by multiplying (i) the difference between the exercise price of
the applicable stock option award and $7.15 (the closing price of our Common Stock on December 31, 2014) and (ii) the
number of unvested shares underlying the applicable stock option award. The equity awards held by the Named Executive
Officers that are subject to possible acceleration are described as unexercisable or not vested in the table entitled ‘‘Outstanding
Equity Awards at December 31, 2014’’ below.

Outstanding Equity Awards at December 31, 2014

The following table sets forth certain information concerning unexercised stock options and unvested
restricted stock awards under the Company’s equity incentive plans for each Named Executive Officer
outstanding as of the end of the fiscal year ended December 31, 2014:

Option awards

Stock awards

Number of securities
underlying unexercised underlying unexercised Number of securities underlying

Equity incentive plan awards:

Number of securities

Name

options exercisable

options unexercisable

unexercised unearned options

Ram V. Chary .

Randy L. Taylor .

Juliet A. Lim .

David Lucchese .

David Lopez

Mary E. Higgins

Robert Myhre .

—
—
—
—
—

7,500
7,500
2,965
—
—

—
—
—

100,000
56,250
68,750
16,799
—
—
—
—

—

100,000
44,722
100,000

1,000,000(1)

—
—
—
—

7,500(4)
9,375(4)
8,894(4)
100,000(1)
—

100,000(1)
—
—

—
6,250(4)
31,250(4)
21,599(4)
100,000(1)
—
—
—

—

—
—
—

—

1,000,000(2)
250,000(3)
250,000(3)
—

—
—
—
—
120,000(2)
—
—

—
120,000(2)
—

120,000(2)
—
—

Option
exercise
price

Option
expiration
date

Number of shares
or units of stock
that have not vested

Market value of
shares or units of stock
that have not vested

$8.92
8.92
6.59
6.59
—

4.57
5.58
7.09
6.59
6.59

6.59
6.59
—

8.68
3.41
5.58
7.09
6.59
6.59
—
—

—

7.38
7.09
6.59

1/27/24
1/27/24
5/2/24
5/2/24
—

12/7/21
3/2/22
3/6/23
5/2/24
5/2/24

5/2/24
5/2/24
—

4/30/20
3/1/21
3/2/22
3/6/23
5/2/24
5/2/24
—
—

—

1/31/16
1/31/16
1/31/16

—
—
—

200,000(1)

1,430,000

—
—
—
—
—
4,166(1)
44,000(1)

—
—
48,000(1)

—
—
—
—
—
—
10,116(1)
50,000(1)

—

—
—
—

—
—
—
—
—
29,787
314,600

—
—
343,200

—
—
—
—
—
—
72,329
357,500

—

—
—
—

(1)

(2)

(3)

(4)

These equity awards vest over four years from the date of grant, with 25% of the shares subject to such awards vesting on the first anniversary of the date of grant and the
remainder vesting annually for the succeeding three anniversary dates thereafter.

These equity awards vest if our average stock price in any period of 30 consecutive trading days meets certain target prices during a four year period that commenced on
the date of grant for these options. If these target prices are not met during such four year period, the unvested shares underlying the options will terminate, except if
there is a change in control of the Company as defined in the 2005 Plan, in which case, the unvested shares underlying such options shall become fully vested on the
effective date of such change in control.

Our cliff vesting time-based stock options granted under the 2005 Plan will vest based on the requisite service periods with a portion to vest after five years and another
portion to vest after six years.

Option Exercises and Stock Vested

The following table sets forth certain information concerning the exercise of stock options, and the
vesting of restricted stock, for each Named Executive Officer during the fiscal year ended December 31,
2014:

Name

Number of
shares
acquired on
exercise

Value
realized on
exercise(1)

Number of
shares
acquired on
vesting

Value
realized on
vesting(2)

Ram V. Chary . . . . . . . . . . . . . . . .
David Lopez . . . . . . . . . . . . . . . . .
Randy L. Taylor . . . . . . . . . . . . . . .
Mary E. Higgins . . . . . . . . . . . . . . .
David Lucchese . . . . . . . . . . . . . . .
Juliet A. Lim . . . . . . . . . . . . . . . . .
Robert Myhre . . . . . . . . . . . . . . . .

— $

79,166
3,952
337,030
—
—
—

— $

—
1,355
101,332
3,239
6,481
26,446
1,175,299
7,867
—
—
—
— 35,112

—
12,805
26,801
220,560
65,092
—
257,813

(1) The value realized equals (i) the closing price of our Common Stock on the date of exercise
minus the exercise price of options exercised, multiplied by (ii) the number of shares that
were exercised.

(2) The value realized equals (i) the closing price of our Common Stock on the vesting date,

multiplied by (ii) the number of shares that vested.

Report of Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and
Analysis with management. Based upon such review and discussions, the Compensation Committee
recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy
Statement.

Members of the Compensation Committee:
E. Miles Kilburn (Chair)
Fred C. Enlow
Michael Rumbolz

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company with respect to the
beneficial ownership as of February 28, 2015 (except as otherwise noted in the footnotes to the table) by
(i) all persons who are beneficial owners of five percent (5%) or more of our Common Stock, (ii) each
director and nominee, (iii) each of our current Named Executive Officers, and (iv) all current directors and
executive officers as a group.

There were 66,036,489 shares of our Common Stock issued and outstanding as of the close of business
on March 5, 2015. The amounts and percentages of our Common Stock beneficially owned are reported on
the basis of regulations of the SEC governing the determination of beneficial ownership of securities.
Under the SEC rules, a person is deemed to be a ‘‘beneficial owner’’ of a security if that person has or
shares ‘‘voting power,’’ which includes the power to vote or to direct the voting of such security, or
‘‘investment power,’’ which includes the power to dispose of or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial
owner of securities as to which such person has no economic interest. Unless otherwise noted the address
of each beneficial owner in the table is 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113.

Name

Principal stockholders

Shares Beneficially Owned

Number

Percentage(1)

Mast Capital Management, LLC(2) . . . . . . . . . . . . . . . .
BlackRock, Inc.(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,422,947
5,344,973

8.2%
8.1%

Directors and named executive officers(4)

E. Miles Kilburn(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ram V. Chary(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Geoff Judge(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fred Enlow(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Lucchese(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael Rumbolz(10) . . . . . . . . . . . . . . . . . . . . . . . . . .
Robert Myhre(11)† . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Randy L. Taylor(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ronald Congemi(13) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Juliet A. Lim(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mary E. Higgins(15)† . . . . . . . . . . . . . . . . . . . . . . . . . .
David Lopez† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Edward Peters(16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

620,069
527,499
418,954
378,379
352,006
303,379
284,838
103,978
79,666
78,000
22,413
—
—

*
*
*
*
*
*
*
*
*
*
*
*
*

Directors and executive officers as a group (13 persons) .

3,169,181

4.6%

* Represents beneficial ownership of less than 1%.

†

The employment of Mr. Lopez, Ms. Higgins and Mr. Myhre terminated in January 2014,
March 2014 and December 2014, respectively.

(1) The percentage of beneficial ownership as to any person as of a particular date is calculated
by dividing the number of shares beneficially owned by such person, which includes the
number of shares as to which such person has the right to acquire voting or investment
power within 60 days after such date, by the sum of the number of shares outstanding as of
such date plus the number of shares as to which such person has the right to acquire voting
or investment power within 60 days after such date. Consequently, the numerator and

denominator for calculating beneficial ownership percentages may be different for each
beneficial owner.

(2) As reported on Schedule 13G/A, filed on February 13, 2015, for shares held by MAST
Capital Management, LLC on its own behalf and on behalf of its principal, Mr. David J.
Steinberg. The address for MAST Capital Management LLC is 200 Clarendon Street,
51st Floor, Boston, Massachusetts 02116.

(3) As reported on Schedule 13G/A, filed on January 23, 2015, for shares held by
BlackRock, Inc. on its own behalf and on behalf of the following subsidiaries: (a) BlackRock
Advisors, LLC, (b) BlackRock Investment Management Canada Limited, (c) BlackRock
Fund Advisors, (d) BlackRock Institutional Trust Company, N.A., (e) BlackRock
International Limited, (f) BlackRock Investment Management (Australia) Limited,
(g) BlackRock
Investment
Management, LLC, and (i) BlackRock Japan Co., Ltd. The address for BlackRock, Inc. is
40 East 52nd Street, New York, NY 10022.

Investment Management

(h) Blackrock

(UK) Ltd.,

(4) Includes shares owned and shares issuable of common stock issuable upon exercise of vested

stock options and unrestricted and restricted stock awards.

(5) Consists of 128,645 shares owned by Mr. Kilburn and 471,424 shares issuable upon the
exercise of stock options that are currently exercisable or exercisable within sixty (60) days
for Mr. Kilburn.

(6) Consists of 215,000 shares owned by Mr. Chary and 291,666 shares issuable upon the
exercise of stock options that are currently exercisable or exercisable within sixty (60) days
for Mr. Chary.

(7) Consists of 49,676 shares owned by Mr. Judge and 355,949 shares issuable upon the exercise
of stock options that are currently exercisable or exercisable within sixty (60) days for
Mr. Judge.

(8) Consists of 54,097 shares owned by Mr. Enlow and 310,949 shares issuable upon the exercise
of stock options that are currently exercisable or exercisable within sixty (60) days for
Mr. Enlow.

(9) Consists of 65,342 shares owned by Mr. Lucchese and 259,581 shares issuable upon the
exercise of stock options that are currently exercisable or exercisable within sixty (60) days
for Mr. Lucchese.

(10) Consists of 9,097 shares owned by Mr. Rumbolz and 280,949 shares issuable upon the
exercise of stock options that are currently exercisable or exercisable within sixty (60) days
for Mr. Rumbolz.

(11) Consists of 34,385 shares owned by Mr. Myhre and 244,722 shares issuable upon the exercise
of stock options that are currently exercisable or exercisable within sixty (60) days for
Mr. Myhre.

(12) Consists of 54,071 shares owned by Mr. Taylor and 24,282 shares issuable upon the exercise
of stock options that are currently exercisable or exercisable within sixty (60) days for
Mr. Taylor.

(13) Consists of 13,000 shares owned by Mr. Congemi and 52,083 shares issuable upon the
exercise of stock options that are currently exercisable or exercisable within sixty (60) days
for Mr. Congemi.

(14) Consists exclusively of shares owned by Ms. Lim.

(15) Consists exclusively of shares owned by Ms. Higgins.

(16) The employment of Mr. Peters began in December 2014.

The following table provides information as of December 31, 2014 with respect to shares of common

stock that may be issued under the Company’s equity compensation plans

EQUITY COMPENSATION PLANS

Plan category

Equity compensation plans

Number of securities
to be issued upon
exercise of outstanding
options, warrants and rights

Weighted average
exercise price of
outstanding
options,
warrants and rights

Number of securities
remaining active for
future issance under equity
compensation plans

approved by stockholders(1) . . .

12,531,000

Equity compensation plans not

approved by stockholders(2) . . .

1,095,119(3)

Total . . . . . . . . . . . . . . . . . . . .

13,626,119

$7.75

$6.43

8,870,000(4)

3,022,798(5)

11,892,798

(1) Represents shares of our Common Stock issuable upon exercise of options outstanding under the

Company’s 2005 Plan and 2014 Plan.

(2) In connection with its acquisition of Multimedia Games in December 2014, the Company has assumed
awards in accordance with applicable NYSE listing standards under the Multimedia Games Holding
Company, Inc. 2012 Equity Incentive Plan, which has not been approved by the Company’s
stockholders, but which was approved by the Multimedia Games stockholders.

(3) Consists of shares of our Common Stock subject to outstanding options assumed in connection with

the acquisition of Multimedia Games.

(4) Consists of shares of our Common Stock reserved for future issuance under the 2014 Plan. No further

grants or awards may be made under the 2005 Plan.

(5) Represents shares of our Common Stock reserved for issuance under the 2014 Plan as a result of the
assumption of the number of shares remaining available for grant under the Multimedia Games
Holding Company, Inc. 2012 Equity Incentive Plan at the effective time of the merger. The Company
elected to assume the available shares reserved for use under the Multimedia Games Holding
Company, Inc. 2012 Equity Incentive Plan to grant awards following the merger to former Multimedia
Games employees and others who were not employees of the Company prior to the merger.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3

Ratification of BDO USA LLP

The Board has appointed BDO USA LLP (‘‘BDO’’) to serve as the Company’s independent
registered public accounting firm for the Company’s fiscal year ending December 31, 2015. Although the
Company is not required to seek stockholder approval of its selection of independent registered public
accounting firm, the Board believes it to be sound corporate governance to do so. If the appointment is not
ratified, the Board will investigate the reasons for stockholder rejection and will reconsider its selection of
its independent registered public accounting firm. However, because of the difficulty in making any
substitution so long after the beginning of the current year, the appointment of BDO for fiscal 2015 will
stand, unless the Audit Committee finds other good reason for making a change. Even if the appointment
is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the fiscal year if the Audit Committee determines that
such a change would be in the Company’s and its stockholders’ best interests. Proxies solicited by our
Board of Directors will, unless otherwise directed, be voted to ratify the appointment of BDO as our
independent registered public accounting firm for the fiscal year ending December 31, 2015.

Change in Accountant

During the first quarter of 2015, the Audit Committee conducted a competitive process to review the
appointment of the Company’s independent registered public accounting firm for the 2015 fiscal year. On
March 18, 2015, as a result of this process and following careful deliberation, the Audit Committee notified
Deloitte & Touche LLP (‘‘Deloitte’’), the Company’s then-current independent registered public
accounting firm, that it had determined to dismiss Deloitte as the Company’s independent registered
public accounting firm, effective as of that same date. On and effective as of March 18, 2015, the Company
selected BDO as the Company’s independent registered public accounting firm.

Deloitte’s audit reports on the Company’s financial statements for the past two fiscal years did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company’s two most recent fiscal years and during the
subsequent interim period through March 18, 2015, (i) there were no disagreements with Deloitte on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the
subject matter in connection with their reports on the Company’s financial statements for such years; and
(ii) there were no reportable events, within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

In addition, during the Company’s two most recent fiscal years and during the subsequent interim
period through March 18, 2015, neither the Company, nor any party on the Company’s behalf, consulted
BDO with respect to (i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of the audit opinion that might be rendered on the Company’s
financial statements, and no written report or oral advice was provided to the Company that BDO
concluded was an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement, as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Attendance at Annual Meeting

A representative of BDO is expected to be present at the Annual Meeting. The representative will
have an opportunity to make a statement if he or she desires to do so, although we do not expect him or
her to do so. The representative is expected to be available to respond to appropriate questions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF BDO USA LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2015

Audit and Non-Audit Fees

The following table presents, for the years ended December 31, 2014 and 2013, fees invoiced for
professional audit services rendered by Deloitte & Touche LLP, our prior independent registered public
accounting firm, for the audit of the Company’s annual financial statements and fees invoiced for other
services rendered by Deloitte & Touche LLP (amounts in thousands):

Year Ended
December 31,

2014

2013

Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,462
291

$1,001
248

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,753

$1,249

(1) Audit fees include fees for the following professional services:

(cid:127) audit of the Company’s annual financial statements for fiscal years 2014 and 2013;

(cid:127) attestation services, technical consultations and advisory services in connection with

Section 404 of the Sarbanes-Oxley Act of 2002;

(cid:127) reviews of the financial statements included in the Company’s Quarterly Reports on

Form 10-Q;

(cid:127) statutory and regulatory audits, consents and other services related to SEC matters; and

(cid:127) professional services provided in connection with other statutory and regulatory filings.

(2) Tax fees include fees for tax planning (domestic and international), tax advisory and tax

compliance.

In making its recommendation to ratify the appointment of BDO USA LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2015, the Audit
Committee has considered whether services other than audit and audit-related services provided by BDO
USA LLP are compatible with maintaining the independence of BDO USA LLP.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public

Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services provided by its
independent registered public accounting firm. These services may include audit services, audit-related
services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of
services provided by its independent registered public accounting firm. Under the policy, pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the particular service or
category of services and is subject to a specific budget. In addition, the Audit Committee may also
pre-approve particular services on a case-by-case basis. For each proposed service, the independent
registered public accounting firm is required to provide detailed back-up documentation at the time of
approval. None of the hours expended on the engagement to audit the Company’s financial statements for
2014 were attributed to work performed by persons other than Deloitte & Touche LLP’s full-time,
permanent employees.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report shall not be deemed to be ‘‘soliciting material’’ or to be
‘‘filed’’ with the Securities and Exchange Commission, nor shall such information be incorporated by reference
into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically incorporates it by reference in such filing.

The Audit Committee of the Board consists of Messrs. Kilburn, Enlow, Judge, Rumbolz and Congemi.
Mr. Kilburn serves as Chairman of the Committee. The Board has determined that each member of the
Audit Committee meets the experience requirements of the rules and regulations of the NYSE and the
SEC, as currently applicable to the Company. The Board has also determined that each member of the
Audit Committee meets the independence requirements of the rules and regulations of the NYSE and the
SEC, as currently applicable to the Company.

The Audit Committee operates under a written charter approved by the Board. A copy of the charter

is available on our website at www.gcainc.com.

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight
responsibilities by reviewing financial reports and other financial information provided by the Company to
any governmental body or the public, the Company’s systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have established, and the
Company’s auditing, accounting and financial reporting processes generally. The Audit Committee
annually recommends to the Board the appointment of an independent registered public accounting firm
to audit the consolidated financial statements and internal controls over financial reporting of the
Company and meets with such personnel of the Company to review the scope and the results of the annual
audits, the amount of audit fees, the Company’s internal controls over financial reporting, the Company’s
consolidated financial statements in the Company’s Annual Report on Form 10-K and other related
matters.

The Audit Committee has reviewed and discussed with management the consolidated financial
statements for fiscal year 2014 audited by Deloitte & Touche LLP, the Company’s independent registered
public accounting firm for its fiscal year ended December 31, 2014, and management’s assessment of
internal controls over financial reporting. The Audit Committee has discussed with Deloitte & Touche LLP
various matters related to the financial statements, including those matters required to be discussed by
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380) as
adopted by the Public Accounting Oversight Board in Rule 3200T. The Audit Committee has also received
the written disclosures and the letter from Deloitte & Touche LLP required by the Public Company
Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit
Committee concerning independence and has discussed with Deloitte & Touche LLP its independence.
Based upon such review and discussions, the Audit Committee recommended to the Board that the
audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2014 for filing with the SEC.

The Audit Committee and the Board also has recommended, subject to stockholder ratification, the
selection of BDO USA LLP as our independent registered public accounting firm for the year ending
December 31, 2015.

Members of the Audit Committee:

E. Miles Kilburn (Chair)
Fred C. Enlow
Geoff Judge
Michael Rumbolz
Ronald Congemi

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and any
persons who directly or indirectly hold more than 10 percent of our Common Stock (‘‘Reporting Persons’’)
to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received and written representations from
certain Reporting Persons that no such forms were required, the Company believes that during fiscal 2014,
all Reporting Persons complied with the applicable filing requirements on a timely basis.

OTHER MATTERS

As of the date of this Proxy Statement, the Company knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting,
it is intended that proxies in the enclosed form will be voted in respect thereof in accordance with the
judgments of the person voting the proxies.

ANNUAL REPORT ON FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS

UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, GLOBAL CASH ACCESS
HOLDINGS, INC., 7250 SOUTH TENAYA WAY, SUITE 100, LAS VEGAS, NEVADA, 89113, THE
COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED A COPY OF THE
FISCAL 2014 REPORT, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES FILED THEREWITH.

By Order of the Board of Directors,

11APR201519182977

Ram V. Chary
President and Chief Executive Officer

Las Vegas, Nevada
April 30, 2015

(This page has been left blank intentionally.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

(cid:1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014
OR

(cid:2) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number 001-32622

GLOBAL CASH ACCESS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

20-0723270
(I.R.S. Employer
Identification No.)

7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113
(Address of principal executive offices) (Zip Code)

(800) 833-7110
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $0.001 par value per share

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 (cid:2) No (cid:1)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes (cid:2) No (cid:1)
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 (cid:1) No (cid:2)
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 (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:1) No (cid:2)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s 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. (cid:1)
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):
Large accelerated filer (cid:2)

Smaller reporting company (cid:2)

Accelerated filer (cid:1)

Non-accelerated filer (cid:2)
(Do not check if a
smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:2) No (cid:1)
As of June 30, 2014, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately
$589.4 million.

There were 65,607,569 shares of the registrant’s common stock issued and outstanding as of the close of business on March 5, 2015.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders (which is expected to be
filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s 2014 fiscal year) are
incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the
registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K.

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GLOBAL CASH ACCESS HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2014

TABLE OF CONTENTS

PART I

Item 1.

Business.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1A. Risk Factors.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1B. Unresolved Staff Comments.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 2.

Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 3.

Legal Proceedings.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 4.

Mine Safety Disclosures.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.

Selected Financial Data.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

. . . . . . . . . . . . . . . . . .

Item 8.

Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9.

Changes in and Disagreements with Accountants.

. . . . . . . . . . . . . . . . . . . . . . . . . .

112

Item 9A. Controls and Procedures.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

112

Item 9B. Other Information.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

PART III

Item 10. Directors, Executive Officers and Corporate Governance. . . . . . . . . . . . . . . . . . . . . .

116

Item 11.

Executive Compensation.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

. . . . . .

116

Item 14.

Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

PART IV

Item 15.

Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123

EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS

Global Cash Access Holdings, Inc. (‘‘Holdings’’) is a holding company, the principal assets of which are the
issued and outstanding capital stock of each of Global Cash Access, Inc. (‘‘GCA’’) and Multimedia Games
Holding Company, Inc. (‘‘Multimedia Games’’). Unless otherwise indicated, the terms the ‘‘Company,’’
‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Holdings together with its consolidated subsidiaries.

Our disclosure and analysis in this Annual Report on Form 10-K, including all documents incorporated by
reference, and in our 2014 Annual Report to Stockholders contain ‘‘forward-looking’’ statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’), Section 21E
of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and the Private Securities
Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other
materials we release to the public, as well as oral forward-looking statements. We have tried, wherever
possible, to identify such statements by using words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘expect,’’ ‘‘intend,’’
‘‘estimate,’’ ‘‘project,’’ ‘‘may,’’ ‘‘should,’’ ‘‘will,’’ ‘‘likely,’’ ‘‘will likely result,’’ ‘‘will continue,’’ ‘‘future,’’
‘‘plan,’’ ‘‘target,’’ ‘‘forecast,’’ ‘‘goal,’’ ‘‘observe,’’ ‘‘seek,’’ ‘‘strategy’’ and other words and terms of similar
meaning. The forward-looking statements in this Annual Report on Form 10-K reflect the Company’s
current views with respect to future events and financial performance.

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
and services; product development and regulatory approval; gaming regulatory, card association and
statutory compliance; the implementation of new or amended card association and payment network rules;
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.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they
are based only on our current beliefs, expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are subject to certain risks and
uncertainties, including, without limitation, our ability to replace revenue associated with terminated
contracts; margin degradation from contract renewals; our ability to introduce new products and services;
our ability to execute on mergers, acquisitions and/or strategic alliances including our ability to integrate
Multimedia Games; gaming establishment and patron preferences; our ability to successfully complete the
conversion of our third-party processor; our ability to comply with the Europay, MasterCard and Visa
global standard for cards equipped with computer chips (‘‘EMV’’); 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; employee turnover; and
those other risks and uncertainties discussed herein, that could cause actual results to differ materially
from historical results or those anticipated. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this Annual Report on Form 10-K will in fact
transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described
herein and in ‘‘Item 1A. Risk Factors’’ of this Annual Report on Form 10-K, and not to place undue
reliance on the forward-looking statements contained herein, which speak only as of the date hereof.

The Company undertakes no obligation to update or publicly revise any forward-looking statement
whether as a result of new information, future developments or otherwise. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its behalf are expressly

qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures
we make on related subjects in our reports and other filings with the Securities and Exchange Commission
(the ‘‘SEC’’). Also note that we provide a cautionary discussion of risks, uncertainties and possibly
inaccurate assumptions relevant to our business under ‘‘Item 1A. Risk Factors’’ of this Annual Report on
Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform
Act of 1995. You should understand it is not possible to predict or identify all such factors.

Item 1. Business.

Overview

PART I

GCA is dedicated to providing integrated gaming payments solutions, video and mechanical reel gaming
content and technology solutions, as well as compliance and efficiency software. The Company’s Payments
business provides: (a) access to cash at gaming facilities via Automated Teller Machine (‘‘ATM’’) cash
withdrawals, credit card cash access transactions, point-of-sale (‘‘POS’’) debit card transactions, and check
verification and warranty services; (b) fully integrated gaming industry kiosks that provide cash access and
related services; (c) products and services that improve credit decision making, automate cashier
operations and enhance patron marketing activities for gaming establishments; (d) compliance, audit and
data solutions; and, (e) online payment processing solutions for gaming operators in States that offer intra-
state, Internet-based gaming and lottery activities. The Company’s Games business, under the Multimedia
Games brand, provides: (a) comprehensive content, electronic gaming units and systems for Native
American and commercial casinos, including the award-winning TournEvent(cid:3) slot tournament solution;
and, (b) the central determinant system for the video lottery terminals (‘‘VLTs’’) installed at racetracks in
the State of New York.

Holdings was formed as a Delaware limited liability company on February 4, 2004 and was converted to a
Delaware corporation on May 14, 2004. Our principal executive offices are located at 7250 South Tenaya
Way, Suite 100, Las Vegas, Nevada 89113. Our telephone number is (800) 833-7110. Our website address is
www.gcainc.com. The information on our website is not part of this Annual Report on Form 10-K or our
other filings with the SEC.

Recent Developments

On December 19, 2014, Holdings completed its acquisition of Multimedia Games. Pursuant to the terms of
the Agreement and Plan of Merger, dated as of September 8, 2014 (the ‘‘Merger Agreement’’), by and
among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (‘‘Merger Sub’’), and
Multimedia Games, Merger Sub merged with and into Multimedia Games, with Multimedia Games
continuing as the surviving corporation (the ‘‘Merger’’). In the Merger, Multimedia Games became a
wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common
stock, par value $0.01 per share, of Multimedia Games, other than shares held by Holdings, Multimedia
Games, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive
$36.50 in cash, without interest (‘‘Merger Consideration’’). In addition, as of the effective time of the
Merger:

(cid:127) each outstanding option to purchase Multimedia Games common stock granted prior to September 8,
2014, whether vested or unvested, was canceled in exchange for the right to receive a cash payment
equal to the number of shares of Multimedia Games common stock subject to such option multiplied by
the excess of the Merger Consideration over the exercise price of such option;

(cid:127) each outstanding equity-based award of Multimedia Games that was subject to performance-based
conditions, whether vested or unvested, was canceled in exchange for the right to receive a cash payment
equal to the number of shares of Multimedia Games common stock subject to such performance share
award (assuming achievement of the applicable performance-based conditions at the maximum level)
multiplied by the Merger Consideration;

(cid:127) each outstanding Multimedia Games restricted stock unit award (‘‘RSU’’) granted on or prior to
September 8, 2014, whether vested or unvested, was canceled in exchange for the right to receive the
Merger Consideration multiplied by the number of Multimedia Games shares subject to such RSU; and

(cid:127) each option to purchase shares of Multimedia Games common stock granted after September 8, 2014,
was converted into a new award covering shares of Holdings common stock using a customary exchange
ratio of the Merger Consideration to Holdings’ stock price on the closing date of the Merger.

The cash amounts described above (collectively, the ‘‘Total Merger Consideration’’) totaled approximately
$1.1 billion. To fund the Merger, we entered into a credit facility consisting of a $500.0 million, six-year
senior secured term loan facility (the ‘‘Term Loan’’) and a $50.0 million, five-year senior secured revolving
credit facility (‘‘Revolving Credit Facility’’, and together with the Term Loan, the ‘‘Credit Facility’’) and
issued $350.0 million aggregate principal amount of 7.75% Senior Secured Notes due 2021 (the ‘‘Secured
Notes’’), and $350.0 million aggregate principal amount of 10.00% Senior Unsecured Notes due 2022 (the
‘‘Unsecured Notes’’ and, together with the Secured Notes, the ‘‘Notes’’). The Revolving Credit Facility
remained undrawn at the closing of the Merger.

Multimedia Games designs, manufactures and supplies gaming machines and systems to commercial and
Native American casino operators as well as select lottery operators and commercial bingo facility
operators. Multimedia Games’ revenue is generated from the operation of gaming machines in revenue
sharing or lease arrangements and from the sale of gaming machines and systems that feature proprietary
game themes.

Multimedia Games operates in the Class II and Class III slot markets. The Class II market, which consists
of bingo, both in traditional and electronic form, is regulated by tribal governments with the oversight of
the National Indian Gaming Commission (‘‘NIGC’’). Class II games are not subject to gaming taxes. The
Class III market consists of casino style games, including traditional slot machines located in both
commercial and tribal casinos. Class III gaming on Native American tribal lands is subject to the
negotiation of a compact between the tribe and the state in which the tribe plans to operate, or operates a
gaming facility. These tribal state compacts typically include provisions entitling the state to receive a
portion of the tribe’s gaming revenue.

Throughout Part I of this Annual Report on Form 10-K, except as otherwise specified, we have described
our business as currently operated, giving effect to the Merger.

Our Business Segments

We organize and manage our operations across the following business segments: (a) Cash Advance,
(b) ATM, (c) Check Services, (d) Games, and (e) Other. A summary of our segment financial information
is contained in ‘‘Note 20. Segment Information’’ of our notes to consolidated financial statements included
elsewhere in this Annual Report on Form 10-K. Prior to the Merger, Multimedia Games operated in a
single segment.

Cash Advance Segment

Patrons can perform credit card cash access transactions and POS debit card transactions using many of
our enabled devices. A patron’s 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 patron’s POS debit card allows the patron to
make cash withdrawals at the point of sale in an amount equal to the lesser of the amount of funds in the
account or a daily limit that is generally five to ten times as large as the patron’s daily ATM limit.

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 or EFT networks 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 patron’s bank account is debited or the
patron’s credit card balance is increased, in both cases, by an amount equal to the funds requested plus our

service fee. 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 then further instructs the patron to
proceed to the gaming establishment’s cashier, or Company-operated booth, to complete the transaction
because credit card cash access and POS debit card transactions must, in most circumstances, 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 acceptance of the fee.
We reimburse the gaming establishment for the amount of cash that it provided to the patron by either
issuing a negotiable instrument to the gaming establishment or paying the gaming establishment via wire
transfer or other similar form of electronic payment. In addition, we generally pay the gaming
establishment a portion of the service fee as a commission for the right to operate on its premises, although
this payment as a 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 to card associations.

ATM Segment

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 the patron’s demand deposit account or using a credit card to access the patron’s 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 patron’s bank or issuer. Depending upon a number of factors, including the patron’s
account balance or credit limit and daily withdrawal limit, 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 patron’s 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 patron’s credit card 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. In both cases,
the service fee is currently a fixed dollar amount and not a percentage of the transaction size. We also
receive a fee, which we refer to as a reverse interchange fee, from the patron’s card-issuing bank for
accommodating the bank’s customer. In most circumstances, we pay a percentage of the service fee that we
receive from the patron and, in some circumstances, a portion of the reverse interchange fees we receive,
as a commission to our gaming establishment customers for the right to operate on their premises.

Check Services Segment

Patrons may be able to cash checks at gaming establishments. When a patron presents a check to 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, the bank
account number and other information relating to 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.

If a gaming establishment chooses to have a check warranted, it sends a request to a check warranty service
provider, asking whether it would be willing to accept the risk of cashing the check. If the check warranty
provider accepts the risk and warrants the check, the gaming establishment negotiates the patron’s check
by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon
presentment, the gaming establishment invokes the warranty, and the check warranty service provider
purchases the check from the gaming establishment for the full check amount and then pursues collection
activities on its own.

For those gaming establishments that seek to manage their own risk, we provide a subscription check
verification service via a database operated by our subsidiary, Central Credit, which is used by gaming
establishments to make credit issuing decisions. Central Credit maintains information on the check cashing
and credit history of many gaming establishment patrons. For those gaming establishments that prefer to
obtain a warranty, we currently provide check warranty services through a third-party check warranty
service provider. We pay this third-party provider to assist with the warranty decision, check processing,
billing and collection activities. On our behalf, this third-party provider charges our gaming establishment
customers a fee for the check warranty services, which is typically a percentage of the face amount of the
check being warranted. In such circumstances, we receive all of the check warranty revenue. We are
exposed to risk for the losses associated with any warranted items that cannot be collected from patrons
issuing the items. Warranty expenses are defined as any amounts paid by the third-party provider to gaming
establishments to purchase dishonored checks that will not be collectible from patrons and any expenses
related to the collection on these amounts. We also pay certain fees and operating expenses to our third-
party provider related to the provision of these services.

Games Segment

Although we view the financial information from Multimedia Games to be a single operating segment, we
continue to evaluate these operations.

Gaming Operations

The gaming operations business line includes participation or lease revenue generated from Multimedia
Games’ commercial products, Class III products, Native American Class II products, and other bingo
products, lottery systems, and back office systems. Under these arrangements, Multimedia Games
generally retains ownership of the leased gaming equipment installed at customer facilities and receives
recurring revenue based on a percentage of the net win per day generated by the leased gaming equipment
or a fixed daily fee based on the number of player terminals installed at the facility.

Multimedia Games’ significant gaming operations growth in recent years has been driven by licensing in
new jurisdictions, increased investment in research and development, and introduction of premium game
products (which typically include high definition (‘‘HD’’) dual-screens, liquid crystal display (‘‘LCD’’)
panels and red green blue (‘‘RGB’’) top box lighting). From its historical focus on placement of standard
games into the Oklahoma and Washington tribal markets, Multimedia Games has diversified its installed
base in recent years with entry into new commercial and tribal markets as well as development and
placement of premium products. Multimedia Games has grown premium game installations with
approximately 1,540 units installed (representing more than 11% of our installed base) since entering the
category two years ago. Development of high-earning premium games has supported Multimedia Games’
ability to enter new markets, expand its footprint and provide broad and fresh content across its installed
base. Multimedia Games launched three new premium cabinets in 2014, which we believe will continue to
support growth in win per unit and the installed base of recurring revenue generating machines.

Multimedia Games provides the New York Lottery with an accounting and central determinant system for
the VLTs in operation at licensed State of New York racetracks. As of December 31, 2014, this central
determinant system connected to approximately 18,000 VLTs and electronic table games (‘‘ETGs’’)
provided by third-party providers and has the ability to interface with, provide outcomes to, and manage
the VLTs as well as interface with and manage the 1,300 ETGs. Pursuant to its agreement with the New
York Lottery, Multimedia Games receives a portion of the network-wide net win (generally, cash-in less
prizes paid) per day in exchange for provision and maintenance of the central determinant system. In
February 2009, the New York Lottery awarded Multimedia Games a contract extension through December
2017 and provides Multimedia Games an opportunity to expand its network as the New York Lottery
licenses additional race track gaming facilities in the state. Multimedia Games also provides central

determinant system technology to Native American tribes in the State of Washington for which it receives a
portion of the revenue generated from the VLTs connected to the system.

Machine Sales and Other

The machine sales and other business line includes the direct sale of player terminals, licenses, back office
systems and other related equipment. The majority of Multimedia Games’ sales contracts are for some
combination of gaming equipment, player terminals, content, system software, license fees, ancillary
equipment and maintenance. Machine sales include gaming machines that feature proprietary game
themes. Other revenue includes gaming systems, maintenance and service contracts, entry fees and
partnerships associated with the National TournEvent of Champions.

Other Segment

Fully Integrated Kiosk Sales and Services

We sell cash access devices, such as fully integrated kiosks and jackpot kiosks, which may be enabled with
our cash access services, and we provide certain professional services, software licensing, and certain other
ancillary services associated with the sale, installation and maintenance of those devices.

Central Credit

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 to the service. These establishments then
use that data, among other things, to determine how much credit, if any, they will grant to a gaming patron.
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.

Anti-Money Laundering and Tax Compliance Software

Through our acquisition of NEWave, Inc. (‘‘NEWave’’) in April 2014, we now provide anti-money
laundering and tax compliance software used in casino cages.

Other

We market our information services to gaming establishments to assist in automating cashier operations
and enhancing patron marketing activities.

Our Products and Services

Cash Access Solutions

Our cash access solutions consist of the following products and services:

Casino Cash Plus 3-in-1 ATMs are unmanned, cash-dispensing machines that enable 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 debit cards impose daily ATM
withdrawal limits, and, in many instances, aggregate and count Friday, Saturday and Sunday as a single day
in calculating such limits. If a patron has reached his or her daily ATM limit, our patented 3-in-1 Rollover
functionality automatically enables the patron to obtain funds via a POS debit card transaction or a credit
card cash access transaction instead.

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 patron’s 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 a third-party check warranty service provider to market
check warranty services to gaming establishments.

Fully Integrated Kiosks are multi-function terminals that combine our cash access 3-in-1 Rollover
functionality with slot machine ticket redemption and bill breaking service capabilities. 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 and
also provides gaming patrons with more opportunities to access their cash with less cashier involvement,
thereby creating labor cost savings for gaming establishments.

Jackpot kiosks are multi-function employee kiosks that allow casino personnel to immediately process and
dispense taxable jackpots in the form of cash, tickets or a combination of both. Jackpots that exceed
established local or federal dollar limits are taxable and require a casino employee to complete the
transaction in order to issue the patron a W-2G or 1042-S. The jackpot kiosk, which may also offer our
other cash access services, automates and streamlines this process.

Central Credit is our gaming patron credit bureau service which, on a subscription basis, allows gaming
establishments to improve their credit-granting decisions by obtaining access to a database containing
credit information and transaction data on millions of gaming patrons.

Anti-Money Laundering and Tax Compliance Solutions is our suite of compliance software solutions for
gaming operators. Our compliance solutions help our gaming establishment customers comply with
financial services and gaming regulations. These solutions include software to assist in compliance with
anti-money laundering regulations, such as filing currency transaction reports (‘‘CTRs’’) and suspicious
activity reports (‘‘SARs’’). Additionally, these compliance solutions also assist casinos in filing required tax
forms in connection with the payout of jackpot winnings to patrons and assist casinos with auditing cash on
the floor and in casino cages.

We also offer:

(cid:127) stand alone, non ATM terminals that perform authorizations for credit card cash access and POS debit

card transactions;

(cid:127) database services that allow gaming establishments access to information from our proprietary patron
transaction database for purposes of player acquisition, 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. Patrons may ‘‘opt out’’ of having their names
included in marketing mailing lists; and

(cid:127) an online payment processing solution for gaming operators in states that offer intra-state, Internet-

based gaming and lottery activities.

Games Products

Our gaming products include:

Classic Mechanical Reel Games. Our full range of classic mechanical reel games provide players with a
traditional high denomination slot gaming experience. These games leverage our enduring brands, such as
Black Diamond, Crystal Jackpots, Smokin’ 777 and Jackpot Fire, among others, and feature a unique take on
traditional slot games with eye-catching features. The new Skyline mechanical reel series was released with

a vintage-inspired bezel showcasing RGB lighting and a 24-inch LCD display, with the initial release of
titles Ultra Mega Meltdown and Canary Diamonds.

Video Reel Games. We offer a growing range of video reel games that provide a uniquely entertaining slot
gaming experience. These games leverage the Player HD cabinet to deliver eye-catching graphics and full,
rich sound. High denomination, high multi-line themes have been introduced to the market, such as
Warrior Legacy and Starry Night-HD, along with a batch of gameplay features, such as the Windfall Reels on
Buckaroo, the Story Stacks on Aeronauts; and the Wild Pairs feature on Antony and Cleopatra and Bonnie
and Clyde.

High Rise Games. Our current premium participation slot game series features one of the industry’s
largest top boxes, a vertically oriented 37-inch LCD screen that eliminates overhead signage, creates new
possibilities for gaming action and offers LED lights around the perimeter of the top box screen as well as
unique bonus features. Four themes are being unveiled on the High Rise Games series, including Queen of
Diamonds, Pirates Skull & Bones, The Money Man Big Cash Spin, and Smokin’ Hot Diamonds. Queen of
Diamonds is a 9-Reel, 32-Line theme featuring our new Jackpot Jump. Once any jackpot trigger is hit,
players pick from one of four cards to find a diamond-suited Jackpot Jump card or a Queen of Diamonds
card, which will ‘‘jump’’ the progressive prize by one or two tiers, respectively.

Platinum MPX and The Texan HDX. The award-winning Platinum MPX represents a premium
participation cabinet and game series that offers a 40-inch monitor, full 1080p HD graphics capabilities, a
fully-customizable touchscreen button panel, game-controlled runway lighting and six custom speakers,
including two speakers in the fully integrated interactive sound chair with Earthquake Shakers technology.
The Platinum MPX debuted with two games in 2014, the award-winning Thundering Herd and Invasion 2:
The Return, with new themes Cabinet of Curiosities, Dracula, Haunted House-After Dark, and The Valkyries
scheduled to be released in 2015. The Texan HDX is an 8-foot tall cabinet with twin 42-inch video screens,
featuring a two-person bench seat. The oversized cabinet will showcase any of our standard video themes
from Multimedia Games’ game library.

TournEvent. Our award-winning slot tournament system is a proven solution that allows operators to
switch from in-revenue gaming to out-of-revenue tournaments with the simple click of a mouse. In 2014,
the award-winning slot tournament system debuted a wireless tablet option, the latest out-of-revenue game
and new signage. With the wireless tablet option, casino operators will be able to sign up players for
tournaments remotely, allowing for a more efficient tournament registration and an overall better
tournament experience for the casinos and players alike. The out-of-revenue game, Cash Boom Bang with
4 Reel Frenzy, will take slot tournaments to the next level, as tournament screens will explode into four sets
of reels once a bomb appears. Jump to First and Pop-n-Win may occur during this time as well. TournEvent
will also now come with a new sign option, consisting of a rotating 55-inch monitor, lighted accent dividers,
and the ability to be featured on new bank configurations.

Manufacturing

We utilize contract manufacturers to produce the cabinets that make up our electronic gaming machines
(‘‘EGMs’’) and our kiosk products, as well as other sub-assemblies. We have assembly facilities in Austin,
Texas and Las Vegas, Nevada, where we assemble the EGMs and our kiosk products, which include the
cabinets, computer assemblies, LCD screens, printers, bill validators and acceptors and other wiring and
harnesses. We believe that our sources of supply of component parts and raw materials for our products
are generally adequate and we have few sole-sourced parts.

Research and Development

We conduct research and development activities primarily to develop gaming systems, gaming engines,
casino data management systems, casino central monitoring systems, video lottery outcome determination

systems, gaming platforms and gaming content, as well as to add enhancements to our existing product
lines. We believe our ability to deliver differentiated, appealing products and services to the marketplace is
based on our research and development investments, and we expect to continue to make such investments
in the future. Research and development costs consist primarily of salaries and benefits, consulting fees
and an allocation of corporate facilities costs related to these activities. Once the technological feasibility
of a project has been established, it is transferred from research to development and capitalization of
development costs begins until the product is available for general release.

Customers

As of December 31, 2014, we served over 1,000 casinos and other gaming properties in the United States,
Europe, Canada, the Caribbean, Central America and Asia. 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.

Sales and Marketing

We sell and market our products and services to gaming establishments primarily through the use of a
direct sales force, which targets gaming establishments in the United States and in international markets.
With respect to our gaming products, we participate in the Class III and Class II gaming machine markets,
as well as the central determinant system market in North America, through participation, or revenue
share, and fixed fee arrangements and the sale of proprietary EGMs and systems. For the years ended
December 31, 2014, 2013 and 2012 our revenues from our operations outside the United States were 2.7%,
2.4% and 1.7% of our total revenue, respectively. All of our long-lived assets outside of the United States
were immaterial for each of fiscal 2014, 2013, and 2012.

Our sales and marketing efforts are directed by a team of sales executives, each of whom has business
development responsibility for gaming establishments in specified geographic regions. These sales
executives direct their efforts at all levels of gaming establishment personnel, including senior executives,
finance professionals, marketing staff, slot directors and cashiers, and seek to educate them on the benefits
of our products and services. In some cases our sales executives are supported by field account managers,
who provide on-site customer service to most of our customers; while in other cases our sales executives
directly maintain the customer relationships. These sales executives and field account managers generally
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 products and
services to gaming establishments through channels other than our direct sales force.

Competition

In our Payments business, we compete with other providers of cash access services to the gaming industry,
as well as with financial institutions and other regional and local banks that operate ATMs on the premises
of gaming establishments. Some of these other providers and financial institutions have established
cooperative relationships with each other to expand their service offerings. Although almost all gaming
establishments 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, we on occasion do face competition from gaming
establishments that may choose to operate their own in-house cash access systems. In recent years, we have
also faced increased competition from independent sales organizations, which provide basic services and
aggressive pricing, from gaming equipment manufacturers and system providers that manufacture kiosks
that directly, or through affiliates with third parties, offer ATM and other cash access products and
services, and from traditional transaction processors that have entered the gaming patron cash access
services markets. This increased competition amongst these various providers of cash access services has
resulted in pricing pressure and margin erosion with respect to our core cash access products and services.

In our Games business, we compete across different gaming markets with a variety of gaming equipment
suppliers. Competition is generally based upon the: (a) amount of revenue our products generate for our
customers relative to the amount of revenue generated by our competitors’ products, (b) prices and/or fees
we and our competitors charge for products and services offered, and (c) appeal of our and our
competitors’ products to gaming patrons, which has a direct effect on the volume of play generated by a
product and, accordingly, the revenues generated for our customers. To drive customer demand and
improve product attractiveness to end users, we are continually working to develop new game themes,
gaming engines, hardware platforms and systems that appeal to gaming patrons, all while working to
release these new products to the marketplace in a timely manner.

Proprietary Rights

We believe 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 and gaming-
related products and services. Our continued competitiveness will depend on: (a) the pace of our new
product development, (b) our patent, copyright, trademark and trade secret protection, and (c) our
relationships with customers. Our business development personnel work with gaming establishments, our
technology and other strategic partners, and the suppliers of the financial services upon which our cash
access services rely, to design and develop innovative products and services that appeal to gaming patrons.

We rely on a combination of patents, trademarks, copyrights, trade secrets and contractual restrictions to
protect our intellectual property. In our cash access business, 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, while in our gaming business, we have over 220 patents
issued related to games and systems, most of which are unexpired, and have more than 70 patent
applications pending in the United States and in many foreign countries, including over 150 patents issued
and over 60 patents pending in the United States. The expiration dates of these patents vary and are based
on their filing and issuances dates. We intend to continue to actively file for patent protection, when such
filings are commercially reasonable, within and outside the United States. We also seek trademark
protection for our names and products and have registered hundreds of trademarks in the United States
and various foreign countries. Under permission or license agreements with third parties, we also sell
gaming products covered by independently filed copyrights, trademarks and/or patents. Typically, these
contracts require us to pay royalties to the licensing party. Royalty expenses are included in cost of gaming
and systems in our consolidated financial statements included elsewhere in this Annual Report on
Form 10-K. Finally, we rely on trade secrets, un-patented know-how and innovation.

Employees

As of December 31, 2014, we had approximately 900 employees. We believe that our relations with our
employees are good. We have never had a work stoppage and none of our employees are subject to a
collective bargaining agreement.

Available Information

Our website address is www.gcainc.com. We make available free of charge on our website our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as
soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In
addition, our earnings conference calls are web cast live via our website. In addition to visiting our website,
you may read and copy any document we file with the SEC at the SEC’s Public Reference Room at
100 F. Street NE, Washington, D.C. 20549 or at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for
information on the Public Reference Room.

REGULATION

Gaming Regulation

The gaming industry is subject to extensive laws, regulations and ordinances. Various aspects of our
business are subject to comprehensive laws, regulations and ordinances applicable to the ownership,
management and operation of gambling establishments as well as certain financial services conducted at
such establishments. Such laws, regulations and ordinances generally affect the financial, operational and
character and fitness suitability of our affiliated or subsidiary organizations as well as the officers, directors,
key personnel and, in certain instances, our holders of debt or equity securities in each of those
organizations. In general, the licensure, qualification and approval requirements and the regulations
imposed on non-gaming suppliers and vendors are less stringent than for gaming operators, gaming-related
manufacturers and suppliers, although some jurisdictions do not distinguish between the two and other
jurisdictions classify all of our products and services as gaming-related, in which case we are then subject to
the more stringent licensing and regulatory framework. The stated policies and other purposes behind such
laws, regulations and ordinances are generally to: (a) ensure the public’s trust and confidence in legalized
gambling through a system of mandated regulation, internal controls and operating procedures, and
(b) promote economic activity for the state, county and local governments through revenue opportunities
emanating from taxes, licensing fees and other economic benefits arising out of gambling and related
activities. Depending on the nature of any noncompliance, our failure to comply with such laws,
regulations and ordinances may result in the suspension or revocation of any license, registration or
permission, a partial or complete cessation of our business, seizure of our assets, as well as the imposition
of civil fines and criminal penalties. A description of the material regulations to which we are subject is set
forth below.

Federal Regulation. At the federal level, we are subject to two key pieces of legislation. Our Native
American customers are regulated by the NIGC, which was established by the Indian Gaming Regulatory
Act of 1988 (the ‘‘IGRA’’). The NIGC has regulatory authority over certain aspects of Native American
gaming and defines the boundaries of our dealings with the Native American marketplace and the level of
regulatory authority to which these games are subject. IGRA establishes three classes of gaming, each with
a different regulatory framework:

Class

III

Type of Games

Regulatory Oversight

Social gaming for minimal prizes and
traditional Indian gaming.

Exclusive regulation and oversight by tribal
governments.

Bingo (both in traditional and electronic
form).

Regulation by tribal governments with NIGC
oversight.

Casino style games (including slot machines,
blackjack, craps and roulette).

Must be permitted by the state in which the
tribe is located. The state and the tribe must
have negotiated a compact approved by
NIGC, and the tribe must have adopted a
gaming ordinance approved by the NIGC.

We sell our gaming devices and systems in both Class II and Class III markets.

The Johnson Act, as amended by the Federal Gambling Devices Act of 1962 (the ‘‘Johnson Act’’), requires
that we register annually with the Criminal Division of the United States Department of Justice and
requires a wide variety of record keeping and equipment identification efforts on our part. Registration is
required in order for us to sell, distribute, manufacture, transport and/or receive gaming equipment,
machines or components across state lines. If we fail to comply with the requirements set forth under the
Johnson Act, we could become subject to a variety of penalties, including, but not limited to, the seizure
and forfeiture of equipment.

State and Tribal Gaming Commissions. We are regulated by gaming commissions or similar authorities at
the state or tribal level as either a manufacturer of gaming devices in those jurisdictions where we
manufacture gaming devices and systems, a supplier of ‘‘associated equipment’’ in those jurisdictions
where we sell and service fully integrated kiosks and jackpot kiosks, and/or as a non-gaming supplier or
vendor in those jurisdictions where we provide cash access and Central Credit services only.

The process of obtaining necessary permits, licenses or approvals often involves substantial disclosure of
confidential or proprietary information about us and our officers, directors, key personnel and, in certain
instances, beneficial owners of our debt or equity securities, and requires a determination by the regulators
as to our suitability as a manufacturer, supplier or vendor to gaming establishments. Such suitability
examinations may also generally include the following:

(cid:127) requiring the licensure or finding of suitability of any of our officers, directors, key employees or
beneficial owners of our debt or equity securities as well as our key third-party vendors, suppliers,
customers and other companies with whom we conduct business;

(cid:127) 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;

(cid:127) the submission of detailed financial and operating reports;

(cid:127) the submission of reports of material loans, leases and financing; and

(cid:127) the regulatory approval of certain material transactions, such as the acquisition of other licensed gaming
companies, the transfer or pledge of our stock or other equity interests or restrictions on transfer of such
interests, or similar financing transactions.

These regulatory obligations are imposed upon gaming-related manufacturers, suppliers or vendors on an
ongoing basis, and there are no guaranties we will be successful in obtaining and maintaining all necessary
licenses, permits and approvals and to continue to hold other necessary gaming licenses, permits and
approvals to conduct our businesses as currently being conducted by us. The expansion of our businesses,
the introduction of new games, systems, products or services, or changes to applicable rules and regulations
may result in additional regulatory or licensing requirements being imposed upon us. We also may be
required to submit software and other key technology components of our gaming devices and systems, as
well as our fully integrated kiosks and jackpot kiosks to government or third-party gaming laboratories for
testing and certification prior to deploying such games, systems and devices in a particular gaming
jurisdiction.

Gaming regulatory authorities have broad discretion and may 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, make personal or confidential disclosures, be investigated and be subject to a
determination of suitability. Many jurisdictions require any person who acquires beneficial ownership of
more than a certain percentage of voting securities of a gaming company and, in some jurisdictions,
non-voting securities, typically 5%, to report the acquisition to gaming authorities, and gaming authorities
may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions
for ‘‘institutional investors’’ that hold a company’s voting securities for investment purposes only. If a
beneficial holder of our securities is a corporation, partnership or trust, such entity must submit detailed
business and financial information, which may include information regarding its officers, directors,
partners, key personnel and beneficial owners. Further disclosure by those officers, directors, partners, key
personnel and beneficial owners may also 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, meets certain thresholds relating to the number of securities held
and certifies as to its intentions not to materially interfere with the operations of the licensed entity. 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.

Tribal-State Compacts and Tribal Regulation. Native American gaming is subject to the review of the NIGC
and other applicable laws. Native American tribes must adopt and submit for NIGC approval the
ordinances that regulate their gaming activities. Pursuant to the requirements of IGRA, our tribal
customers require the tribe to have the sole proprietary interest in their gaming activities. Because
federally recognized Native American tribes are independent governments with sovereign rights, Native
American tribes can enact their own laws and regulate gaming operations and contracts, and, with some
exceptions, generally enjoy sovereign immunity from lawsuits similar to that of the individual states and the
United States.

Class III gaming on Native American tribal lands is subject to the negotiation of a compact between the
tribe and the state in which they plan to operate a gaming facility. These tribal-state compacts typically
include provisions entitling the state to receive a portion of the tribe’s gaming revenues. While tribal-state
compacts are intended to document the agreement between the state and a tribe, these tribal-state
compacts can be subject to disputes relative to permitted Class III gaming operations. Currently, we
operate in three states where compacts significantly affect our business: Oklahoma, Washington and, to a
lesser extent, California.

(cid:127) Oklahoma. In 2004, the Oklahoma Legislature authorized certain forms of gaming at racetracks and
gaming at tribal facilities pursuant to tribal-state compacts. While the racetrack facilities can operate a
limited number of instant and bonanza-style bingo games and electronic amusement games, the
compacts between the Native American tribes and the state allow tribal facilities to include an unlimited
number of electronic instant and bonanza-style bingo games, electronic amusement games and
non-house-banked tournament card games. Vendors placing games at any of these facilities are required
to gain state licensing approval as well as licensing approval from each individual tribe. Furthermore, all
electronic games must receive certification from independent testing laboratories and are subject to
technical specifications maintained by the Oklahoma Horse Racing Commission and the individual
tribal gaming authorities.

(cid:127) Washington. Our activities in the State of Washington are governed pursuant to compacts between the
state government and Native American tribes located in Washington. We offer a range of Class II and
Class III player terminals to our customers in Washington that are operated in conjunction with local
central determinant systems as described above. Compacts between the state and tribes are recognized
by IGRA to permit Class III gaming.

(cid:127) California. Our activities in the State of California are governed pursuant to compacts between the state
government and Native American tribes located in California. These compacts are recognized by IGRA
and permit the tribes to offer both Class II and Class III gaming machines within their gaming facilities.
We offer a range of Class II linked interactive electronic games as well as Class III gaming machines to
our customers in California.

Charity Regulation. We have historically supplied bingo games and systems to nonprofit organizations that
operate these games for charitable, educational and other lawful purposes. Bingo for charity is not subject
to a nationwide regulatory system, such as the system created by IGRA to regulate Native American
gaming, and, as a result, regulation for this market is generally on a state-by-state basis, although in some
cases it is regulated by county commissions or other local government authorities.

Internet and Online Gaming Regulation. Several states have passed implementing legislation and/or
regulations to allow certain intra-state, wager-based, online casino and/or lottery games, such as online
poker, lottery ticket purchases or lottery ticket subscriptions. This is due, in part, to (a) a rule of
construction contained within the Unlawful Internet gaming Enforcement Act (‘‘UIGEA’’) that limits and
prevents UIGEA application from altering, limiting or extending any federal, state or tribal laws regulating

gambling, (b) a definition within UIGEA that excludes certain intra-state, intra-tribal and interstate
horseracing transactions from the phrase ‘‘unlawful Internet gambling,’’ provided certain threshold
requirements are met, and (c) a memorandum dated September 20, 2011 and published by the United
States Department of Justice, Criminal Division, in which the Department concludes, among other things,
that the Federal Wire Act of 1961 (the ‘‘Wire Act’’) does not apply to interstate transmissions of wire
communications that do not relate to a sporting event or contest. To date, states such as Delaware,
Georgia, Illinois, Michigan, Minnesota, Nevada, New Jersey, North Carolina and North Dakota have some
form of internet or online gaming or lottery activities.

However, the legislative and regulatory environment surrounding online, wager-based games in the United
States remains uncertain and complex, and it is unclear how the legislative and regulatory framework
governing these activities will evolve in the future. Many states have yet to introduce or finalize regulations
regarding the licensing and operational requirements regarding online, wager-based activity, including the
licensing and technological requirements relating to the funding and processing of payments relating to
online, wager-based casino and lottery games. In addition, the funding of online casino gaming activity is
subject to the requirement of the UIGEA, which may prohibit or significantly impede the funding of
online, wager-based gaming activity. There is also a possibility that the Wire Act is amended in the future
to prevent or prohibit the use of Internet or mobile-based platforms regardless of the involvement of a
sporting event or contest.

Financial Services Regulation

Our cash access business is also subject to a number of financial services regulations:

Durbin Amendment. On June 29, 2011, the Federal Reserve Board issued a final rule establishing standards
for debit card interchange fees, among other things, which took effect on October 1, 2011. This rule,
Regulation II (Debit Card Interchange Fees and Routing) was promulgated pursuant to the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 as modified by the Durbin Amendment (the
‘‘Durbin Amendment’’) and establishes, among other things, standards for assessing whether debit card
interchange fees received by certain debit card issuers are reasonable and proportional to the costs
incurred by issuers for electronic debit transactions. Debit card interchange fees are established by
payment card networks and ultimately paid by merchants to debit card issuers for each debit transaction.

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 designed 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 record keeping and
reporting obligations under the Bank Secrecy Act. Our gaming establishment customers are required to
file a SAR with the U.S. Treasury Department’s Financial Crimes Enforcement Network to report any
suspicious transactions relevant to a possible violation of law or regulation. We are also required to file a
SAR where we provide our cash access services directly to patrons through satellite cages (‘‘booths’’) that
we staff and operate. 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 through a booth location, 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 purchaser’s address and date of birth.

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 the necessary policies and procedures have been implemented throughout our organization in
order to comply with the regulatory requirements for fund transfers.

State Money Transmission Laws. Most states in which we issue the negotiable instruments that are used to
complete credit card cash access and POS debit card transactions or offer our online payment processing
solution require us to have a money transmitter license.

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 regulations, 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.

Debt Collection. We currently outsource most of our debt collection efforts to third parties. However, we do
engage in debt collection to collect on chargebacks on our cash access products and unpaid balances for
services performed for our check services, Central Credit services, receivables relating to the sale and
service of our fully integrated kiosks and jackpot kiosks, and other amounts owing to us in connection with
performing various services for our customers. All such collection practices may be subject to the Fair Debt
Collection Practices Act, which prohibits unfair, deceptive or abusive debt collection practices, as well as
consumer-debt-collection laws and regulations adopted by the various states.

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 and also 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. We are also subject to state
privacy regulations which, in some cases, may be even stricter than federal law. 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. The Electronic Fund Transfer Act requires us to disclose certain notices regarding the
fees that we charge for performing an ATM transaction as well as to incorporate such notices on the ATM
screens to notify patrons of such fees prior to completing an ATM transaction. Our ATM services are also
subject to applicable state banking regulations in each jurisdiction in which we operate ATMs which
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. In

addition, the ATMs that we operate are subject to requirements of the Americans with Disabilities Act,
which in general require that ATMs be accessible to individuals with disabilities, such as visually-impaired
persons.

In jurisdictions in which we serve as a check casher, we are required to be licensed by the
Check Cashing.
applicable state banking regulator to operate as a check casher. Some states also impose restrictions on
this activity, such as limits 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.

Network and Card Association Regulations.
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. 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.

In addition, Europay, MasterCard and Visa jointly developed new card security features (‘‘EMV’’),
designed to deter fraudulent card transactions related to identity theft, counterfeit cards and the misuse of
lost or stolen cards via enhanced card authentication, transaction authorization and cardholder verification
using chip-based smart-cards. EMV has been adopted in many regions of the world as the global standard
for fraud deterrence in chip-based smart-card payments. The U.S. payments industry has until recently
continued to rely on magnetic stripe cards instead of EMV-compliant chip-based cards. However, U.S.
card issuers are beginning to offer EMV-capable chip-based smart-cards, and, beginning in October 2015,
the network and card associations will begin shifting liability for fraudulent POS transactions generated
through EMV-capable cards onto merchants whose devices are not capable of processing chip-based
smart-card EMV transactions. The liability shift for ATM transactions onto merchants will begin in
October 2016. This shifts the responsibility for chargebacks due to fraudulent transactions on such cards
from the card issuer onto the merchant. As a merchant in connection with our cash access transactions
processed through MasterCard and Visa, we must upgrade or replace our existing fleet of U.S.-based
devices to accept the EMV standard. This requires us to upgrade the software on a significant portion of
our currently deployed fleet of U.S.-based POS, kiosk and ATM devices. Additionally, we may have to
replace a portion of our devices with newer devices equipped with the minimum hardware requirements to
support EMV.

International Regulation

We are also subject to a variety of gaming and financial services regulations and other laws in the
international markets in which we operate. We expect to become subject to additional gaming and financial
services 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. Difficulties in obtaining approvals, licenses or waivers from the gaming and monetary
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.

Item 1A. Risk Factors.

The following section describes material risks and uncertainties that we believe may adversely affect our
business, financial condition, results of operations or the market price of our stock. This section should be read
in conjunction with the audited consolidated financial statements and notes to consolidated financial
statements and ‘‘Item7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations ‘‘included elsewhere in this Form 10-K.

Risks Related to Our Business

We may not remain profitable.

We had a net income of $12.1 million and $24.4 million for the years ended December 31, 2014 and 2013,
respectively. As a result of the interest payments on the indebtedness incurred in connection with the
Merger, amortization of intangible assets associated with the Merger and other acquisitions, other related
acquisition and financing costs, and depreciation and other amortization, we may not be able to remain
profitable in the future. We expect to continue to incur substantial charges in the future in connection with
the Merger and future acquisitions and we cannot assure you that we will generate net profits from
operations in 2015 or subsequent years. Our ability to generate net profits in the future will depend, in
part, on our ability to:

(cid:127) successfully integrate our cash access and gaming operations;

(cid:127) attract and retain an adequate customer base;

(cid:127) effectively manage a larger and more diversified business;

(cid:127) react to changes, including regulatory and technological changes, in the markets we target or operate in;

(cid:127) sell our products and services into additional markets;

(cid:127) respond to competitive developments and challenges;

(cid:127) successfully complete the conversion of our third-party processor; our ability to comply with the

Europay, MasterCard and Visa global standard for cars equipped with computer chips;

(cid:127) attract and retain experienced and talented personnel; and

(cid:127) establish strategic business relationships.

We may not be able to do any of these successfully, and our failure to do so could have a material adverse
effect on our business, financial condition, operations or cash flows, which could, among other things,
affect our ability to make payments under our Credit Facilities or the Notes.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit
our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our
variable rate debt and prevent us from meeting our obligations with respect to our indebtedness.

As of December 31, 2014, our total indebtedness was approximately $1.2 billion, which included the Credit
Facilities and the Notes, and contains restrictive covenants. Our high degree of leverage could have
significant adverse effects on our business, including:

(cid:127) increasing our vulnerability to adverse economic, industry or competitive developments;

(cid:127) requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal
and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our
operations, capital expenditures and future business opportunities;

(cid:127) making it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure
to comply with the obligations of any of our debt instruments, including restrictive covenants and
borrowing conditions, could result in an event of default under the indentures governing the notes and
the agreements governing such other indebtedness;

(cid:127) restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

(cid:127) limiting our ability to obtain additional financing for working capital, capital expenditures, product
development, debt service requirements, acquisitions and general corporate or other purposes; and

(cid:127) limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and
placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and
who therefore may be able to take advantage of opportunities that our leverage prevents us from
exploiting.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Credit Facilities and
the Notes, and fund our working capital and capital expenditures, and we may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness, including the Credit Facilities and the Notes,
will depend upon our future operating performance and on our ability to generate cash flow in the future,
which is subject to general economic, financial, business, competitive, legislative, regulatory and other
factors that are beyond our control. We cannot assure you that our business will generate sufficient cash
flow from operations, or that future borrowings, including those under the Credit Facilities, will be
available to us in an amount sufficient to pay our indebtedness or to fund other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face
substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures
or to dispose of material assets or operations, seek additional equity capital or restructure or refinance our
indebtedness. We may not be able to affect any such alternative measures, if necessary, on commercially
reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our
scheduled debt service obligations. The Credit Facilities and the indentures governing the Notes restrict
our ability to dispose of assets and use the proceeds from any such disposition.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, the holders of the
notes could declare all outstanding principal and interest to be due and payable, the lenders under the
Credit Facilities could declare all outstanding amounts under such facilities due and payable and terminate
their commitments to loan money, and, in each case, foreclose against the assets securing the borrowings
under the Credit Facilities, and we could be forced into bankruptcy or liquidation.

If our indebtedness is accelerated, we may need to refinance all or a portion of our indebtedness before
maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at
all. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or
refinance our debt obligations on commercially reasonable terms, or at all.

The agreements and instruments governing our debt impose restrictions that may limit our operating and financial
flexibility.

The Credit Facilities and the indentures governing the Notes contain a number of significant restrictions
and covenants that limit our ability to:

(cid:127) incur additional indebtedness;

(cid:127) sell assets or consolidate or merge with or into other companies;

(cid:127) pay dividends or repurchase or redeem capital stock;

(cid:127) make certain investments;

(cid:127) issue capital stock of our subsidiaries;

(cid:127) incur liens;

(cid:127) prepay, redeem or repurchase subordinated debt; and

(cid:127) enter into certain types of transactions with our affiliates.

These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in
our business and the markets in which we compete. In addition, the Credit Facilities require us to comply
with a financial maintenance covenant under certain circumstances. Operating results below current levels
or other adverse factors, including a significant increase in interest rates, could result in our being unable
to comply with the financial covenants contained in the Credit Facilities, if applicable. If we violate this
covenant and are unable to obtain a waiver from our lenders, our debt under the Credit Facilities would be
in default and could be accelerated by our lenders. Based on cross-default provisions in the agreements
and instruments governing our indebtedness, a default under one agreement or instrument could result in
a default under, and the acceleration of, our other indebtedness. In addition, the lenders under the Credit
Facilities could proceed against the collateral securing that indebtedness.

If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to
refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms,
on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial
condition and results of operations could be materially and adversely affected. In addition, complying with
these covenants may make it more difficult for us to successfully execute our business strategy and compete
against companies that are not subject to such restrictions.

Our net operating loss and other tax credit carry-forwards are subject to limitations that could potentially reduce
these tax assets.

As of December 31, 2014, we had tax-effected U.S. Federal and various state net operating loss (‘‘NOL’’)
carry-forwards of approximately $63.0 million and $5.9 million, respectively, that if unused, will expire
starting in 2015. Based on the weight of positive and negative evidence, we believe that it is more likely
than not that we will be able to utilize these NOL and other tax credit carry-forwards, with the exception of
certain state NOL carry-forwards that already have a valuation allowance. However, our ability to utilize
these NOL and other tax credit carry-forwards to reduce taxable income in future years may be limited for
various reasons, including the possibility that projected future taxable income is insufficient to realize the
full benefit of these NOL carry-forwards prior to their expiration. Additionally, our ability to fully use
these tax assets could be adversely affected by the limitations of Sections 382, 383 and 384 of the Internal
Revenue Code.

The gaming industry is intensely competitive, and if we are unable to compete effectively, our business could be
negatively impacted.

The market for cash access products, gaming devices and operations and related services is highly
competitive, and we expect competition to increase and intensify in the future. In our cash access business,
we compete with other established providers of cash access products and services, including third-party
transaction processors, financial institutions and other regional and local banks that operate ATMs on the
premises of gaming establishments, as well as from gaming establishments that operate their own
proprietary cash access systems. In both our cash access business and our gaming operations (including,
but not limited to, lottery, Class II, Class III and commercial slot markets), 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 with respect to other
financial services, greater financial, research, design, development, marketing, technological and other

resources, and more ready access to capital resources, which allow them to respond more quickly to new or
changing opportunities, be in a better position to compete as well as, in respect of our cash access business,
to pay higher commissions or other incentives to gaming establishments in order to gain new customers. To
the extent that we lose customers to these competitors, or competitive pressures force us to offer incentives
or less favorable pricing terms to us to establish or maintain relationships with gaming establishments, our
business, financial condition, operations or cash flows could be materially and adversely affected.

Our business is dependent upon consumer demand for gaming and overall economic trends specific to the gaming
industry. Economic downturns or a decline in the popularity of gaming could reduce the number of patrons that use
our products and services or the amounts of cash that they access using our services.

We provide our cash access and gaming-related products and services almost exclusively to gaming
establishments. As a result, our business depends on consumer demand for gaming. gaming is a
discretionary leisure activity, participation in which has in the past and may in the future decline during
economic downturns due to decreases in our customers’ disposable income or general tourism activities, as
well as during periods of declining consumer confidence due to general economic conditions, geopolitical
concerns or other factors. 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 (to which we sell our products and
services) competes with Internet-based gaming. The popularity and acceptance of gaming is also
influenced by the prevailing social mores and changes in social mores, including changes driven by social
responsibility organizations that are dedicated to addressing problem gaming, which could result in
reduced acceptance of gaming as a leisure activity or litigation or lobbying efforts focused on limiting
gaming activities. To the extent that the popularity of gaming in traditional gaming establishments declines
as a result of any of these factors, the demand for our cash access and gaming-related products and
services, or the willingness of our customers to spend new capital on acquiring gaming equipment or utilize
revenue share agreements, may decline and our business may be harmed.

Most of our gaming device contracts with our customers are on a month-to-month basis, and if we are unable to
maintain our current customers on terms that are favorable to us, our business, financial condition, operations or
cash flows may suffer a material adverse effect.

Most of our gaming device contracts with our customers are generally on a month-to-month basis, except
for customers with whom we have entered into development and placement fee agreements. We do not
rely upon the stated term of our gaming device contracts to retain the business of our customers. We rely
instead upon providing competitive player terminals, games and systems to give our customers the
incentive to continue doing business with us. At any point in time, a significant portion of our gaming
device business is subject to nonrenewal, which may materially and adversely affect our earnings, financial
condition and cash flows. To renew or extend any of our customer contracts generally, we may be required
to accept financial and other terms that are less favorable to us than the terms of the expired contracts. In
addition, we may not succeed in renewing customer contracts when they expire. If we are required to 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, operations or cash flows
could suffer a material adverse effect.

Consolidation among our customers could have a material adverse effect on our revenues and profitability.

We often execute contracts with customers pursuant to which we provide products and services at multiple
gaming establishments. Accordingly, the expiration or termination of a single key contract can mean the
loss of multiple gaming facilities at which our products and services are used. In addition, consolidation
among operators of gaming establishments may also result in the loss of customers if one of our customers
is acquired by a business that utilizes one of our competitors.

We derive a significant portion of our revenue from Native American tribal customers, and our ability to effectively
operate in Native American gaming markets is vulnerable to legal and regulatory uncertainties, including the ability
to enforce contractual rights on Native American land.

We derive a significant percentage of our revenue from the provision of cash access and gaming-related
products and services to gaming facilities operated on Native American lands.

Native American tribes are independent governments with sovereign powers and, in the absence of a
specific grant of authority by Congress to a state or a specific compact or agreement between a tribal entity
and a state that would allow the state to regulate activities taking place on Native American lands, they can
enact their own laws and regulate gaming operations and contracts. In this capacity, Native American
tribes generally enjoy sovereign immunity from lawsuits similar to that of the individual states and the
United States. Accordingly, before we can seek to enforce contract rights with a Native American tribe, or
an agency or instrumentality of a Native American tribe, we must obtain from the Native American tribe a
waiver of its sovereign immunity with respect to the matter in dispute, which we are not always able to do.
Without a limited waiver of sovereign immunity, or if such waiver is held to be ineffective, we could be
precluded from judicially enforcing any rights or remedies against a Native American tribe, including the
right to enter Native American lands to retrieve our property in the event of a breach of contract by the
tribal party to that contract. Even if the waiver of sovereign immunity by a Native American tribe is
deemed effective, there could be an issue as to the forum in which a lawsuit may be brought against the
Native American tribe. Federal courts are courts of limited jurisdiction and generally do not have
jurisdiction to hear civil cases relating to Native American tribes, and we may be unable to enforce any
arbitration decision effectively. Although we attempt to agree upon governing law and venue provisions in
our contracts with Native American tribal customers, these provisions vary widely and may not be
enforceable.

Certain of our agreements with Native American tribes are subject to review by regulatory authorities. For
example, our development agreements are subject to review by the NIGC, and any such review could
require substantial modifications to our agreements or result in the determination that we have a
proprietary interest in a Native American tribe’s gaming activity, which could materially and adversely
affect the terms on which we conduct our business. The NIGC has previously expressed the view that some
of our development agreements could be in violation of the requirements of the IGRA and Native
American tribal gaming regulations, which state that the Native American tribes must hold ‘‘sole
proprietary interest’’ in the Native American tribes’ gaming operations, which presents additional risk for
our business. The NIGC may also reinterpret applicable laws and regulations, which could affect our
agreements with Native American tribes. We could also be affected by alternative interpretations of the
Johnson Act as the Native American tribes, who are the customers for our Class II games, could be subject
to significant fines and penalties if it is ultimately determined they are offering an illegal game, and an
adverse regulatory or judicial determination regarding the legal status of our products could have material
adverse consequences for our business, financial condition, operations, cash flows or prospects.

Government enforcement, regulatory action, judicial decisions and proposed legislative action have in the
past, and will likely continue to affect our business, financial condition, operations, cash flows and
prospects in Native American tribal lands. The legal and regulatory uncertainties surrounding our Native
American tribal agreements could result in a significant and immediate material adverse effect on our
business, financial condition, operations or cash flows. Additionally, such uncertainties could increase our
cost of doing business and could take management’s attention away from operations. Regulatory action
against our customers or equipment in these or other markets could result in machine seizures and
significant revenue disruptions, among other adverse consequences. Moreover, Native American tribal
policies and procedures, as well as tribal selection of gaming vendors, are subject to the political and
governance environment within each Native American tribe. Changes in tribal leadership or tribal political
pressure can affect our business relationships within Native American markets.

Certain Native American tribes require us to contract with entities that are owned, controlled or managed
by tribal members to provide a portion of our services. In some instances, these entities are subcontractors
of ours in connection with providing our services, while in other instances we are a subcontractor to these
entities who contract with the applicable tribal gaming casino or tribe directly to provide cash access
services. Our ability to provide our services is dependent upon our relationship with these third parties and
their ability to provide services in accordance with the terms of our contractual arrangement with these
third parties and, in some instances, the third parties’ relationship or contractual arrangement with the
applicable tribal gaming casino or tribe.

Our business depends on our ability to introduce new, commercially viable games, products and services in a timely
manner.

Our success is dependent on our ability to develop and sell new games, products and services that are
attractive not only to our customers but also to their customers, the gaming patrons. If our games, products
and services do not appeal to gaming operators and patrons, or do not meet or sustain revenue and
profitability of contractual obligations and expectations, we may lose business to our competitors.
Additionally, we may be unable to enhance existing games, products and services in a timely manner in
response to changing regulatory, legal or market conditions or customer requirements, or new games,
products and services may not achieve market acceptance in new or existing markets. Furthermore, as we
attempt to generate new streams of revenue by selling our games, products and services to new customers
in new jurisdictions, we may have difficulty implementing an effective sales strategy for these new
jurisdictions. If we are unable to keep pace with rapid innovations in new technologies or product design
and deployment or if we are unable to quickly adapt our development, manufacturing or sales processes to
compete, our business, financial condition, operations or cash flows could suffer a material adverse effect.

We may not successfully enter new markets and potential new markets may not develop quickly or at all.

If and as new and developing domestic markets develop, competition among providers of cash access and
gaming-related products and services will intensify. We will face a number of hurdles in our attempts to
enter these markets, including the need to expand our sales and marketing presence, compete against
pre-existing relationships that our target customers may have with our competitors, the uncertainty of
compliance with new or developing regulatory regimes (including regulatory regimes relating to Internet
gaming) with which we are not currently familiar and oversight by regulators that are not familiar with us
or our businesses. Each of these risks could materially impair our ability to successfully expand our
operations into these new and developing domestic markets.

In addition, as we attempt to sell our cash access products and services into international markets in which
we have not previously operated, we may become exposed 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 are
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, compliance with
anti-corruption and export control laws, 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
infrastructure of financial services and
these new markets, our operations will rely on an
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 and adversely affect our business, financial condition
and operations. 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 or business practice differences, our ability to penetrate these new
international markets could suffer.

We are subject to the risk that the domestic or international markets 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. Further, our estimates of the
potential future opportunities in new markets are based on a variety of assumptions that 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.

We may not realize satisfactory returns on money loaned or otherwise funded to new and existing customers to
develop or expand gaming facilities.

In our gaming business, we enter into development and placement fee agreements to provide financing for
construction, expansion or remodeling of gaming facilities, primarily in the State of Oklahoma. Under our
development and placement fee agreements, we secure a long-term revenue share percentage and a fixed
number of player terminal placements in the facility in exchange for funding the development and
construction of the gaming facility. The success of these ventures is dependent upon the timely completion
of the gaming facility, the placement of our player terminals and a favorable regulatory environment. Our
development and placement efforts and financing activities may result in operating difficulties, financial
and regulatory risks, or required expenditures that could materially and adversely affect our liquidity. In
connection with one or more of these transactions, and to obtain the necessary development and
placement fee funds, we may need to extend secured and unsecured credit to potential or existing
customers that may not be repaid, incur debt on terms unfavorable to us or that we are unable to repay, or
incur other contingent liabilities. While we believe the increased level of receivables from counterparties to
development agreements has allowed us to grow our business, it has also required direct, additional focus
of and involvement by management. The failure to maintain controls and processes related to our
collection efforts or the deterioration of the financial condition of our customers could negatively impact
our business.

We depend on third-party transaction processors, telecommunication networks and other third-party technology
providers to provide our cash access and related services, and if we, or any of these third parties, experience system
or service failures, the products and services we provide could be delayed or interrupted, which could harm our
business and reputation.

Our ability to provide uninterrupted and high levels of services depends upon the performance of the
third-party processors, telecommunication networks and other third-party technology providers that we
use. Any significant interruptions in or degradation of the quality of the services that these third parties
provide to us could severely harm our business and reputation and lead to the loss of customers and

revenue. Our third-party providers and their systems are potentially vulnerable to computer viruses,
physical or electronic security breaches, natural disasters and similar disruptions, which could lead to
interruptions or outages of our services, delays, loss of data or public release of confidential data, all of
which could have a material adverse effect on our business, financial condition, operations or cash flows. In
some instances, such failures could cause us to fail to meet contractual deadlines or specifications and
force us to renegotiate contracts on less favorable terms, pay penalties or liquidated damages or suffer
major losses if the customer exercises its right to terminate. We are parties to certain agreements that
could require us to pay damages resulting from loss of revenues if our systems are not properly functioning
or as a result of a system malfunction. For example, our agreement with the New York Lottery permits
termination of the contract at any time for failure by us or our system to perform properly, and any such
unforeseen downtime could subject us to liquidated damages. In addition, if we fail to meet the terms
specified in our contracts, we may not realize their full benefits. Failure to perform under any contract
could result in substantial monetary damages, as well as contract termination. Our results of operations are
dependent on our ability to maximize our earnings from our contracts.

We typically rely on a single third-party processor to process substantially all of our cash access transactions that are
processed through various card associations and payment networks, and the failure of our third-party processor to
adequately provide such processing services could have a material adverse effect on our business, financial
condition, operations or cash flows.

We typically rely on a single third party to provide processing services for the substantial majority of our
cash access transactions by obtaining authorizations for ATM cash withdrawal, POS debit card and credit
card cash access transactions and to provide settlement transaction files to card associations and payment
networks for some of these transactions. In addition, we recently elected to switch third-party processors
and began converting our cash access services to a new third-party processor (the ‘‘New Third-Party
Processor’’) beginning in 2014. If we fail to successfully complete this conversion by June 30, 2016, we will
not be able to provide services to our customers or to the locations that are not converted to the New
Third-Party Processor which could have a material adverse effect on our business, financial condition,
operations or cash flows. If our third-party processor, including the New Third-Party Processor, fails to
adequately provide these services, it could result in our systems being unable to process our cash access
transactions intermittently or for extended periods of time, which could have a material adverse effect on
our business, financial condition, operations or cash flows.

An unexpectedly high level of chargebacks, as the result of fraud or otherwise, including in connection with new
technology standards being implemented in the United States regarding chip-based cards, could materially and
adversely affect our cash access business.

In 1994, Europay, MasterCard and Visa jointly developed EMV, designed to deter fraudulent card
transactions related to identity theft, counterfeit cards and the misuse of lost or stolen cards via enhanced
card authentication, transaction authorization and cardholder verification using chip-based smart-cards.
EMV has been adopted in many regions of the world as the global standard for fraud deterrence in chip
based smart-card payments. Historically, the U.S. Payments industry has relied on magnetic stripe cards
instead of EMV compliant chip-based cards. Recently, however, U.S. card issuers have begun to offer
EMV-capable chip-based smart-cards, and beginning on October 1, 2015, the U.S. payment card industry
will begin shifting liability for fraudulent transactions generated through EMV-enabled cards onto
merchants whose devices are not capable of processing chip-based smart-card EMV transactions. This will
shift the responsibility for chargebacks due to fraudulent transactions on such cards from the card issuer
onto the merchant. If we fail to comply with these new requirements in time, we will bear the chargeback
risk for fraudulent transactions generated through EMV-enabled cards or we may experience a decrease in
transaction volume if we cannot process transactions at all for cardholders whose issuer has migrated
entirely from magnetic stripe to chip-based smart-cards.

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 or be censured by the
card associations by way of fines or otherwise. Our failure to adequately manage our chargebacks could
have a material adverse effect on our business, financial condition, operations or cash flows.

Changes in consumer willingness to pay a fee to access their funds could reduce the demand for our cash access
products and services.

Our cash access 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.

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, in part, on developing and protecting our intellectual property. We rely on 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.
While we expect these agreements and arrangements to be honored, we cannot assure you that they will be
and, despite our efforts, our trade secrets and proprietary know-how could become known to, or
independently developed by, competitors. Any litigation relating to the defense of our intellectual
property, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a
diversion of our resources.

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 amount of time. Any litigation of this type, whether successful or
unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources.

We rely on hardware, software and games licensed from third parties, and on technology provided by third-party
vendors, the loss of which could materially and adversely affect our business, increase our costs and delay
deployment or suspend development of our gaming systems and player terminals.

We have entered into license agreements with third 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 cash access systems operate, and we also rely on third-party manufacturers
to manufacture our gaming devices, fully integrated kiosks and jackpot kiosks. 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. In addition, if these agreements expire and we are unable to renew them, or if the
manufacturers of this software or hardware, or functional equivalents of this software or hardware, were
either no longer available to us or no longer offered to us on commercially reasonable terms, we may lose a
valuable competitive advantage and our business could be harmed.

Acts of God, adverse weather and shipping difficulties, particularly with respect to international third-party
suppliers of our components, could cause significant production delays. If we are unable to obtain these
components from our established third-party vendors, we could be required to either redesign our product
to function with alternate third-party products or to develop or manufacture these components ourselves,
which would result in increased costs and could result in delays in the deployment of our gaming systems
and player terminals. Furthermore, we might be forced to limit the features available in our current or
future offerings.

We rely on intellectual property licenses from one or more third-party competitors, the loss of which could
materially and adversely affect our business and the sale or placement of our products. Various third-party
gaming manufacturers with which we compete are much larger than us and have substantially larger
intellectual property assets. The gaming manufacturer industry is very competitive and litigious, and a
lawsuit brought by one of our larger competitors, whether or not well-founded, may have a material
adverse effect on our business, financial condition, operations or cash flows and our ability to sell or place
our products.

Our use of open source software may pose particular risks to our proprietary software, products and services in a
manner that could have a material adverse effect on our business, financial condition, operations or cash flows.

Some of our gaming products may incorporate open source software. Some open source licenses mandate,
as a condition of use of the open source software that is subject to the license, that software developed
based upon such open source software, or combined in certain ways with such open source software,
become subject to the open source license, or the proprietary software may become infected. If our
proprietary software were thus infected, we could be required to stop using the infecting open sources of
software (which would require us to obtain commercial licenses or develop alternative software, which
could be costly or time consuming) or make any of our proprietary software that was infected available to
the public in source code form without charge. We take steps to ensure that proprietary software we do not
wish to disclose is not combined with, or does not incorporate, open source software in ways that would
require such proprietary software to be subject to an open source license. However, few courts have
interpreted the open source licenses, and the manner in which these licenses may be interpreted and
enforced is therefore subject to some uncertainty.

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 materially and adversely affect our revenues and results of operations. Adverse weather
conditions, particularly flooding, tornadoes, heavy snowfall and other extreme weather conditions often
deter our customer’s end users from traveling or make it difficult for them to frequent the sites where our
games are installed. If any of those sites experienced prolonged adverse weather conditions, or if the sites
in the State of Oklahoma, where a significant number of our games are installed, simultaneously
experienced adverse weather conditions, our results of business, financial condition and operations could
be materially and adversely affected.

Failure to maintain an effective system of internal control over financial reporting may lead to our inability to
accurately report our financial results.

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 we subsequently remediated, but new material weaknesses may arise in the future. Our
failure to identify, or to remediate identified, 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 reputation.
Also, increased expenses due to remediation costs and increased regulatory scrutiny are also possible.

If our risk management methods are not effective, our business, reputation, financial condition, operations or cash
flows could be materially and adversely affected.

We have methods to identify, monitor and manage our risks; however, these methods may not be fully
effective. Some of our risk management methods may depend upon evaluation of information regarding
markets, customers or other matters that are publicly available or otherwise accessible by us. That
information may not in all cases be accurate, complete, up-to-date or properly evaluated. If our methods
are not fully effective or we are not successful in monitoring or evaluating the risks to which we are or may
be exposed, our business, financial condition, operations or cash flows could be materially and adversely
affected. In addition, our insurance policies may not provide adequate coverage.

Changes by M&C International and First Data Corporation to certain of their tax returns may have an impact on
the value of a component of our deferred tax asset, which could require us to recalculate the starting balance of the
deferred tax asset and the annual amortization thereof.

In connection with a recapitalization and private equity restructuring that occurred in 2004 involving our
former owners, First Data Corporation (‘‘First Data’’), M&C International (‘‘M&C’’) and entities
affiliated with Bank of America, N.A., 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 consolidated statements of income and comprehensive income. Our
calculation of the starting balance of the deferred tax asset is based upon information we received from
First Data and M&C about the gains they recorded in the transaction. If First Data or M&C 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. In addition, unanticipated changes
in applicable income tax rates or laws or changes in our tax position or our ability to utilize our deferred
tax asset, which may be affected by factors beyond our control, could have a material adverse effect on our
future business, financial condition, operations or cash flows.

Risks Related to Regulation of Our Industry

We may be subject to fines, penalties, liabilities and legal claims resulting from unauthorized disclosure of
cardholder and patron data, whether through a security breach of our computer systems, our third-party processor’s
computer systems or otherwise, or through our unauthorized use or transmission of such data.

We collect and store personally identifiable information about cardholders and patrons that perform
certain cash access and Central Credit transactions, including names, addresses, social security numbers,
driver’s license numbers and account numbers, and we maintain a database of cardholder and patron data,
including account numbers, in order to process our cash access and Central Credit transactions. We also
rely on our third-party processor and certain other technology partners to process and store cardholder
and patron data relating to our cash access and Central Credit transactions. As a result, we, as well as our
third-party processor, certain of our other technology providers and some of our gaming establishment

customers, are required to comply with various federal and state privacy statutes and regulations and the
PCI Data Security Standard. Compliance with these regulations and requirements, which are subject to
change at any time, is often difficult and costly, and our failure, or the failure of these other third parties,
to comply may result in significant fines or civil penalties, regulatory enforcement action, liability to our
sponsor bank and termination of our agreements with our gaming establishment customers, each of which
could have a material adverse effect on our business, financial condition, operations or cash flows. If our
computer systems or those of our third-party processor or other technology providers suffer a security
breach, we may be subject to liability, including claims for unauthorized transactions with misappropriated
bank card information, impersonation or similar fraud claims, as well as for any failure to comply with laws
governing required notifications of such a breach, and these claims could result in protracted and costly
litigation, penalties or sanctions from the card associations and payment networks, and damage to our
reputation, which could reduce and limit our ability to provide cash access and related services to our
gaming establishment customers.

The personally identifiable information we collect also includes our patrons’ transaction behavioral data
and credit history data, which we may use to provide marketing and data intelligence services to gaming
establishments. This information is increasingly subject to federal, state and card association laws and
regulations as well as laws and regulations in numerous jurisdictions around the world. Governmental
regulations are typically intended to protect the privacy and security of such data and information as well
as to regulate the collection, storage, transmission, transfer, use and distribution of such data and
information. We could be materially and adversely affected if domestic or international laws or regulations
are expanded to require changes in our business practices or if governing jurisdictions interpret or
implement their laws or regulations in ways that negatively affect our business or even prohibit us from
offering certain marketing and data intelligence or other services. Similarly, if we are required to allocate
significant resources to modify our internal operating systems and procedures to enable enhanced
protection of patron data that we transmit, store and use, our business results could be adversely affected.
In addition, we may face requirements that pose compliance challenges in new international markets that
we seek to enter as various foreign jurisdictions have different laws and regulations concerning the storage,
transmission and use of gaming patron data. Such variation could subject us to costs, liabilities or negative
publicity that could impair our ability to expand our operations into some countries and therefore limit our
future growth.

We are subject to extensive governmental gaming regulation, which may harm our business.

Our operation of gaming activities, including the sale and manufacturing of gaming devices, fully
integrated kiosks, the provision of cash access services at gaming establishments and the operation of
central determinant systems, is subject to extensive regulation by the jurisdictions where we operate. These
laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the
responsibility, financial stability and character of our owners, officers and directors, as well as those
persons financially interested or involved in gaming operations. As such, gaming regulators can require us
to cease operations in that jurisdiction. In addition, the unauthorized operation of gaming or unsuitable
activity on our part or on the part of our subsidiaries or affiliates in any jurisdiction could have a negative
effect on our ability to continue operating in other jurisdictions. In addition, we are subject to the possible
increase at any time by various state and federal legislatures and officials of gaming taxes or fees, which
could adversely affect our results. For a summary of gaming regulations that could affect our business, see
‘‘Item 1. Business—Regulation.’’

Our ability to conduct both our gaming and cash access businesses, expand operations, develop and
distribute new games, products and systems, and expand into new gaming markets is also subject to
significant federal, state, local, Native American and foreign regulations. In the United States and many
other countries, gaming must be expressly authorized by law. Once authorized, such activities are subject to
extensive and evolving governmental regulation. While we seek to comply with the standards and
regulations set forth by each jurisdiction, a governmental agency or court could disagree with our
interpretation of these standards and regulations or determine that the manufacturing and use of certain of
our electronic player terminals, and perhaps other key components of our gaming systems that rely to some
extent upon electronic equipment to run a game, constitute illegal gaming. An adverse regulatory or
judicial determination regarding the legal status of our products could have material adverse consequences
for us in other jurisdictions, including with gaming regulators, and our business, operating results and
prospects could suffer and we and our officers and directors could be subject to significant fines and
penalties. Furthermore, the failure to become licensed, or the loss or conditioning of a license, in one
market may have the adverse effect of preventing licensing in other markets or the revocation of licenses
we already maintain.

As we expand into new markets, we expect to encounter business, legal, operational and regulatory
uncertainties as well as additional responsibilities. As we enter new jurisdictions, we are subject to
increasing legal, regulatory and reporting requirements that will require substantial additional resources,
such as new licenses, permits and approvals, including third-party certifications that our games comply with
a particular jurisdiction’s stated regulations, in order to meet our expectations for new market entry, and
such licenses, permits or approvals may not be timely granted to us, or granted to us at all, which could
have a material effect on our business in general and new market entry specifically. Obtaining and
maintaining all required licenses, findings of suitability, registrations, permits or approvals is time
consuming, expensive and potentially distracting to management. As we enter new jurisdictions, our
reporting systems will need to be developed and/or updated, and we may fail to provide timely or adequate
notifications or reporting requirements within these new jurisdictions, which could have adverse regulatory
consequences for us in that, or in other, jurisdictions, which could affect our business. In addition, entry
into new markets may require us to make changes to our gaming systems to ensure that they comply with
applicable regulatory requirements. We may also encounter additional legal and regulatory challenges that
are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned
revenues or costs associated with the new market opportunity. If we are unable to effectively develop and
operate within these new markets, then our business, operating results and financial condition would be
impaired.

Generally, our placement of systems, games and technology into new market segments involves a number
of business uncertainties, including whether:

(cid:127) the technical platform on which our gaming units, systems and products are based will comply, or can be
modified to comply, with the minimum technical requirements for each of the identified new gaming
markets;

(cid:127) we are able to successfully pass required field trials and comply with the initial game/system installation

requirements for each new jurisdiction;

(cid:127) our resources and expertise will enable us to effectively operate and grow in such new markets, including

meeting regulatory requirements;

(cid:127) our internal processes and controls will continue to function effectively within these new segments;

(cid:127) we have enough experience to accurately predict revenues and expenses in these new markets;

(cid:127) the diversion of management attention and resources from our traditional business, caused by entering

into new market segments, will have harmful effects on our traditional business;

(cid:127) we will be able to successfully compete against larger companies who dominate the markets that we are

trying to enter; and

(cid:127) we can timely perform under our agreements in these new markets because of other unforeseen

obstacles.

In addition, the suspension, revocation, nonrenewal or limitation of any of our licenses could have a
material adverse effect on our business operations, financial condition and results of operations and our
ability to maintain key employees. The gaming authorities may deny, limit, condition, suspend or revoke a
gaming license or related approval for violations of applicable gaming laws and regulations and may
impose substantial fines and take other actions, any one of which could have a significant adverse effect on
our business, financial condition and results of operations.

Further, changes in existing gaming laws or regulations or new interpretations of existing gaming laws may
hinder or prevent us from continuing to operate in those jurisdictions where we currently do business,
which could harm our operating results. In particular, the enactment of unfavorable legislation or
government efforts affecting or directed at manufacturers or gaming operators, such as referendums to
increase gaming taxes or requirements to use local distributors, could have a negative impact on our
operations. Moreover, in addition to the risk of enforcement action, we are also at risk of loss of business
reputation in the event of any potential legal or regulatory investigation, whether or not we are ultimately
accused of or found to have committed any violation.

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 and check verification and warranty 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 Collection 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 form and
type of notices that must be disclosed regarding the provision of our ATM services. The cash access
services we provide are subject to record keeping and reporting obligations under the Bank Secrecy Act
and the USA PATRIOT Act of 2001. We are required to file 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, we are subject to the applicable state licensing
requirements and regulations governing check cashing activities. We are also 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, patron marketing or 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, patron
marketing or gaming patron credit bureau services, then these regulatory authorities may force us to
modify the manner in which we operate or force us to stop processing certain types of cash access
transactions or providing patron marketing 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.

We are subject to extensive rules and regulations of card associations, including VISA, MasterCard and electronic
payment networks that are always subject to change, which may harm our business.

Our cash access business is 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 VISA, MasterCard and other card and
payment networks. 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, MasterCard
and other 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 and 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
adverse effect on our business, financial condition, operations or cash flows.

Card associations and EFT networks may change interchange reimbursement rates or network operating fees or
assess new fees associated with the processing and settlement of our cash access transactions or otherwise change
their operating rules and regulations without our consent and such changes may affect our revenues, cost of
revenues (exclusive of depreciation and amortization), net income and our business generally.

We receive income from issuers of ATM, credit and debit cards for certain transactions performed on our
ATMs related to cash dispensing or certain other non-financial transactions such as balance inquiries. The
EFT networks may also charge certain fees related to the performance of these transactions. We refer to
the net of this income and fees as reverse interchange. The amount of this reverse interchange income is
determined by the card network associations and EFT networks, and this income is subject to decrease at
their discretion.

We pay interchange and other network fees for services to the credit card associations and EFT networks
that they provide in settling transactions routed through their networks. Collectively we call these charges
interchange fees. Subject to the limitations imposed by federal regulations such as the Durbin Amendment
or other regulations that may be enacted, the amounts of these interchange fees are determined based
upon the sole discretion of the card associations and EFT networks and are subject to increase at any time.
Although certain of our contracts enable us to pass through increases in interchange or other network
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 other network 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 business, financial condition, operations or cash flows.

The card associations and EFT networks may also elect to impose new membership or other fees, or
implement new rules and regulations with respect to processing transactions through their networks, and
any such new fees, rules or regulations could have a material adverse effect on our business, financial
condition, operations or cash flows.

The provision of our credit card access, POS debit 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, financial condition, operations or cash flows.

We process virtually all of our credit card cash access, POS debit 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, POS debit 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 could have a material adverse effect on our business, financial
condition, operations or cash flows.

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 relate 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 form and type of notices that must be disclosed with respect to the fees we
charge to patrons in connection with our ATM services. ATMs are also subject to requirements of the
Americans with Disabilities Act, which in general require that ATMs be accessible to individuals with
disabilities, such as visually-impaired persons. These laws and regulations may impose significant burdens
on our ability to operate ATMs profitably in some locations, or at all, and our business, financial condition,
operations or cash flows could be materially 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, then our revenues and earnings may be negatively affected. If legislation or regulations are
enacted in the future that adversely impact our ATM 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 ATMs at gaming establishments and our business, financial condition, operations or cash flows
could suffer a material adverse effect.

Consumer privacy laws may change, requiring us to change our business practices or expend significant amounts
on compliance with such laws.

Our patron marketing and database 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
and database services have failed, are now failing 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 and database 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 and database
services.

We may experience increased capital requirements, accelerated depreciation and amortization expense and asset
write-offs in connection with the EMV standards being implemented in the United States, which could cause a
material adverse effect on our business, financial condition, operations or cash flows.

We are classified as a merchant for purposes of our cash access transactions, so we must upgrade or
replace our existing fleet of U.S.-based devices to accept the EMV standard. This requires us to upgrade
the software on a significant portion of our currently deployed fleet of U.S.-based POS, kiosks and ATM
devices. Additionally, we may have to replace a portion of our devices with newer devices equipped with
the minimum hardware requirements to support EMV. The costs involved with upgrading our fleet may
cause us to incur increased capital expenditures related to device replacement.

Risks Related to the Merger

We may not realize the anticipated benefits of the Merger, including potential cost synergies, due to challenges
associated with integrating the two companies or other factors.

The success of the Merger will depend in part on the success of our management in integrating the
operations, technologies and personnel following the closing of the Merger. Our management’s inability to
meet the challenges involved in integrating successfully the operations or otherwise to realize the
anticipated benefits of the Merger could seriously harm our results of operations. In addition, the overall
integration of the two companies will require substantial attention from our management, particularly in
light of the geographically dispersed operations of the two companies, which could further harm our
results of operations.

The challenges involved in integration include:

(cid:127) integrating the two companies’ operations, processes, people, technologies, products and services;

(cid:127) coordinating and integrating sales and marketing and research and development functions;

(cid:127) demonstrating to our customers that the Merger will not result in adverse changes in business focus,

products and service deliverables (including customer satisfaction);

(cid:127) assimilating and retaining the personnel of both companies and integrating the business cultures,

operations, systems and clients of both companies; and

(cid:127) consolidating corporate and administrative infrastructures and eliminating duplicative operations and

administrative functions.

We may not be able to successfully integrate operations in a timely manner, or at all, and we may not
realize the anticipated benefits of the Merger, including potential cost and operating synergies or sales or
growth opportunities, to the extent or in the time frame anticipated. The anticipated benefits and synergies
of the Merger are based on assumptions and current expectations, not actual experience, assume a
successful integration and reallocation of resources among our facilities without unanticipated costs, and
assume our efforts do not have unforeseen or unintended consequences. In addition, our ability to realize
the benefits and synergies of the business combination could be adversely impacted to the extent that
relationships with existing or potential customers, suppliers or strategic partners are adversely affected as a
consequence of the Merger or by practical or legal constraints on our ability to combine operations.

We may be unable to retain key personnel, which could materially impact our ability to further develop our business.

We depend on the continued performance of the members of our senior management team and certain
other key employees to assist in executing our strategy. If we were to lose the services of any of our senior
officers, directors or key employees, and are not able to find suitable replacements for such persons in a
timely manner, our business could be materially affected. Further, we expect that our efforts to grow will
place a significant strain on our personnel, management systems, infrastructure and other resources. Our
ability to manage future growth effectively will also require us to successfully attract, train, motivate, retain
and manage new employees and continue to update and improve our operational, financial and
management controls and procedures. Our employees may experience uncertainty about their future roles
with us until or after our strategies with respect to the Merger are announced or executed. Similar issues
may arise in connection with any future acquisition, merger or disposition. These circumstances may
adversely affect our ability to attract and retain key personnel. We also must continue to attract and
motivate all of our other employees and keep them focused on our strategies and goals following the
Merger.

If we are unable to successfully execute any of our identified business opportunities or other business opportunities
that we determine to pursue, we may not achieve the benefits of the Merger and our business may be harmed.

As a result of the Merger, we have approximately 900 employees. In order to pursue business
opportunities, we will need to continue to build our infrastructure, customer initiatives and operational
capabilities. Our ability to do any of these successfully could be affected by one or more of the following
factors:

(cid:127) the ability of our technology and hardware, suppliers and service providers to perform as we expect;

(cid:127) our ability to execute our strategy and continue to operate a larger, more diverse business efficiently;

(cid:127) our ability to effectively manage our third-party relationships;

(cid:127) our ability to attract and retain qualified personnel;

(cid:127) our ability to effectively manage our employee costs and other expenses;

(cid:127) our ability to retain our customers and grow the current portfolio of business with each client;

(cid:127) technology and application failures and outages, security breaches or interruption of service, which could

adversely affect our reputation and our relations with our customers;

(cid:127) our ability to accurately predict and respond to the rapid technological changes in our industry and the

evolving service and pricing demands of the markets we serve; and

(cid:127) our ability to raise additional capital to fund our long-term growth plans.

Our failure to adequately address the above factors would have a significant impact on our ability to
implement our business plan and our ability to pursue other opportunities that arise, which might
negatively affect our business.

We may have difficulty integrating future acquisitions, which would reduce the anticipated benefits of those
transactions and the Merger.

In addition to the Merger, we intend to continually evaluate potential acquisitions of complementary
businesses, products and technologies, including those that are significant in size and scope. The risks we
commonly encounter in acquisitions include:

(cid:127) if, in addition to the indebtedness incurred in connection with the Merger, we incur significant debt to
finance a future acquisition and our combined business does not perform as expected, we may have
difficulty complying with debt covenants;

(cid:127) we may be unable to make a future acquisition which is in our best interest due to the indebtedness

incurred in connection with the Merger;

(cid:127) if we use our stock to make a future acquisition, it will dilute existing stockholders;

(cid:127) we may have difficulty assimilating the operations and personnel of any acquired company;

(cid:127) the challenge and additional investment involved with integrating new products and technologies into

our sales and marketing process;

(cid:127) we may have difficulty effectively integrating any acquired technologies or products with our current
products and technologies, particularly where such products reside on different technology platforms or
overlap with our products;

(cid:127) our ongoing business may be disrupted by transition and integration issues;

(cid:127) the costs and complexity of integrating the internal information technology infrastructure of each
acquired business with ours may be greater than expected and may require additional capital
investments;

(cid:127) we may not be able to retain key technical and managerial personnel from an acquired business;

(cid:127) we may be unable to achieve the financial and strategic goals for any acquired and combined businesses;

(cid:127) we may have difficulty in maintaining controls, procedures and policies during the transition and

integration period following a future acquisition;

(cid:127) our relationships with partner companies or third-party providers of technology or products could be

adversely affected;

(cid:127) our relationships with employees and customers could be impaired;

(cid:127) our due diligence process may fail to identify significant issues with product quality, product
architecture, legal or tax contingencies, customer obligations and product development, among other
things;

(cid:127) as successor we may be subject to certain liabilities of our acquisition targets; and

(cid:127) we may be required to sustain significant exit or impairment charges if products acquired in business

combinations are unsuccessful.

Our failure to effectively integrate any future acquisition would adversely affect the benefit of such
transaction, including potential synergies or sales growth opportunities, in the time frame anticipated.

Risks Related to Our Stock

Our common stock has been publicly traded since September 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 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 Regulation of Our Industry’’ ‘‘—Risks Related to the Merger’’ and the following:

(cid:127) our failure to maintain our current customers, including because of consolidation in the gaming industry;

(cid:127) increases in commissions paid to gaming establishments as a result of competition;

(cid:127) increases in interchange rates, processing fees or other fees paid by us;

(cid:127) decreases in reverse interchange rates paid to us;

(cid:127) actual or anticipated fluctuations in our or our competitors’ revenue, operating results or growth rate;

(cid:127) our inability to adequately protect or enforce our intellectual property rights;

(cid:127) any adverse results in litigation initiated by us or by others against us;

(cid:127) 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 Credit Facilities and the indentures governing the notes;

(cid:127) the loss, or failure, of a significant supplier or strategic partner to provide the goods or services that we

require from them;

(cid:127) 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;

(cid:127) our failure to successfully enter new markets or the failure of new markets to develop in the time and

manner that we anticipate;

(cid:127) announcements by our competitors of significant new contracts or contract renewals or of new products

or services;

(cid:127) changes in general economic conditions, financial markets, the gaming industry or the payments

processing industry;

(cid:127) the trading volume of our common stock;

(cid:127) sales of common stock or other actions by our current officers, directors and stockholders;

(cid:127) acquisitions, strategic alliances or joint ventures involving us or our competitors;

(cid:127) future sales of our common stock or other securities;

(cid:127) the failure of securities analysts to cover our common stock or changes in financial estimates or

recommendations by analysts;

(cid:127) our failure to meet the revenue, net income or earnings per share estimates of securities analysts or

investors;

(cid:127) additions or departures of key personnel;

(cid:127) terrorist acts, theft, vandalism, fires, floods or other natural disasters; and

(cid:127) 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.

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.

In the future, we may 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 amended and restated certificate of incorporation and amended and restated 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:

(cid:127) 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 or preventing a change in our control
or management;

(cid:127) 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;

(cid:127) 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;

(cid:127) eliminate the right of stockholders to act by written consent so that all stockholder actions must be

effected at a duly called meeting;

(cid:127) provide that directors may only be removed for cause with the approval of stockholders holding a

majority of our outstanding voting stock;

(cid:127) 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;

(cid:127) 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

(cid:127) 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.

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.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our headquarters are located in a facility in Las Vegas, Nevada, consisting of approximately 59,000 square
feet of office space, which is under a lease through April 2023. In connection with the Merger, we assumed
certain lease obligations of Multimedia Games, including approximately 84,000 square feet of office space
in Austin, Texas, which is under a lease through March 2021. We also lease several other properties that
are used to support all our products and services.

We believe that these facilities are adequate for our business as presently conducted.

Item 3. Legal Proceedings.

Multimedia Games Shareholder Litigation

As discussed in ‘‘Note 14. Commitments and Contingencies’’ of our notes to consolidated financial
statements included elsewhere in this Annual Report on Form 10-K, in connection with the Merger,
certain actions were filed by putative shareholders of Multimedia Games in the United States District
Court for the Western District of Texas (the ‘‘Texas Federal Action’’) and the District Court of Travis
County, Texas (the ‘‘Texas State Court Action’’). In both the Texas Federal Action and the Texas State
Court Action, plaintiffs alleged that Multimedia Games’ directors breached their fiduciary duties to
Multimedia Games and/or its shareholders because, among other things, the Merger allegedly involved an
unfair price, an inadequate sales process, self-dealing and unreasonable deal protection devices. The
complaints further alleged that Holdings and its formerly wholly owned merger subsidiary, Movie Merger
Sub, Inc., aided and abetted those purported breaches of fiduciary duty. On November 20, 2014, the
defendants in the Texas Federal Action reached an agreement in principle with the plaintiffs in the Texas
Federal Action regarding settlement of all claims asserted on behalf of the alleged class of Multimedia
Games shareholders and on behalf of Multimedia Games, and that agreement is reflected in a
memorandum of understanding, which remains subject to court approval. In connection with the
settlement contemplated by the memorandum of understanding, Multimedia Games agreed to make
certain additional disclosures in its proxy statement related to the Merger, which disclosure Multimedia
Games made in a Current Report on Form 8-K filed on November 21, 2014. The memorandum of
understanding contemplates that the parties will enter into a stipulation of settlement.

the Western District of Texas of up to $310,000, which fee has been paid by Holdings. There can be no
assurance that the parties will ultimately enter into a stipulation of settlement or that the United States
District Court for the Western District of Texas will approve the settlement even if the parties were to
enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum
of understanding may be terminated.

The Texas State Court Action remains pending as of March 16, 2015, the date these consolidated financial
statements were issued.

Alabama Litigation

The Company is currently involved in two lawsuits, as further described below, related to Multimedia
Games’ former charity bingo operations in the State of Alabama, neither of which it believes are material
from a damages perspective. The lawsuits are currently pending in federal court, and include claims related
to the alleged illegality of electronic charity bingo in the State of Alabama.

Dollie Williams, et al., v. Macon County Greyhound Park, Inc., et al., a civil action, was filed on March 8,
2010, in the United States District Court for the Middle District of Alabama, Eastern Division, against
Multimedia Games and others. The plaintiffs, who claim to have been patrons of VictoryLand, allege that
Multimedia Games participated in gambling operations that violated Alabama state law by supplying to
VictoryLand purportedly unlawful electronic bingo machines played by the plaintiffs, and the plaintiffs
seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in the six months
prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs have requested that the
court certify the action as a class action. On March 29, 2013, the court entered an order granting the
plaintiffs’ motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the
Eleventh Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On
June 18, 2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal.
Following briefing and oral argument, on April 2, 2014, the Eleventh Circuit Court of Appeals entered an
order reversing the district court’s ruling on class certification and remanding the case to the district court.
The Company continues to vigorously defend this matter. Given the inherent uncertainties in this
litigation, however, the Company is unable to make any prediction as to the ultimate outcome.

Ozetta Hardy v. Whitehall Gaming Center, LLC, et al., a civil action, was filed against Whitehall Gaming
Center, LLC (an entity that does not exist), Cornerstone Community Outreach, Inc., and Freedom Trail
Ventures, Ltd., in the Circuit Court of Lowndes County, Alabama. On June 3, 2010, Multimedia Games
and other manufacturers were added as defendants. The plaintiffs, who claim to have been patrons of
White Hall, allege that Multimedia Games participated in gambling operations that violated Alabama state
law by supplying to White Hall purportedly unlawful electronic bingo machines played by the plaintiffs,
and the plaintiffs seek recovery of the monies lost on all electronic bingo games played by the plaintiffs in
the six months prior to the filing of the complaint under Ala. Code, Sec 8-1-150(A). The plaintiffs
requested that the court certify the action as a class action. On July 2, 2010, the defendants removed the
case to the United States District Court for the Middle District of Alabama, Northern Division. The court
has not ruled on the plaintiffs’ motion for class certification. The Company continues to vigorously defend
this matter. Given the inherent uncertainties in this litigation, however, the Company is unable to make
any prediction as to the ultimate outcome.

We are subject to other claims and suits that arise from time to time in the ordinary course of business,
including those discussed above. We do not believe the liabilities, if any, which may ultimately result from
the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our
financial position, liquidity or results of operations.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s 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 2005. On March 5, 2015, there were three 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:

2014

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2013

Price Range

High

Low

$ 9.93
9.29
9.13
7.75

$ 8.27
7.43
8.17
10.42

$6.37
6.38
6.56
6.04

$6.12
5.71
6.15
7.51

On March 5, 2015, the closing sale price of our common stock on the New York Stock Exchange was $6.95.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all
our earnings for the repayment of our outstanding debt and 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 Credit Facilities and
indentures governing the Notes limit our ability to declare and pay cash dividends.

Common Stock Repurchases

Our share repurchase program granted us the authority to repurchase up to $40.0 million of our
outstanding common stock over a two-year period, which commenced in the first quarter of 2013 and
expired at the end of the fourth quarter of 2014. We repurchased approximately 1.5 million shares of
common stock for cash of approximately $11.7 million under the share repurchase program for the year
ended December 31, 2014. We repurchased approximately 2.6 million shares of common stock for cash of
approximately $18.2 million under the share repurchase program for the year ended December 31, 2013.
We completed the share repurchases with cash on hand. The repurchase program authorized us to buy our
common stock from time to time through open market, privately negotiated or other transactions,
including pursuant to trading plans established in accordance with Rules 10b5-1 and 10b-18 of the
Exchange Act, or by a combination of such methods.

We repurchased or withheld from restricted stock awards 55,502, 14,901, and 38,331 shares of common
stock at an aggregate purchase price of $0.5 million, $0.1 million, and $0.3 million to satisfy the minimum
applicable tax withholding obligations incident to the vesting of such restricted stock awards for the years
ended December 31, 2014, 2013 and 2012, respectively.

Issuer Purchases and Withholding of Equity Securities

Total Number of
Shares
Purchased or
Withheld

Average Price
per Share
Purchased or
Withheld

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

Maximum
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs

(000’s)

Rule 10b-18 Repurchases

10/1/14 - 10/31/14 . . . . . . . . . .
11/1/14 - 11/30/14 . . . . . . . . . .
12/1/14 - 12/31/14 . . . . . . . . . .

Sub-Total

. . . . . . . . . . . . . . . .

Tax Withholdings

10/1/14 - 10/31/14 . . . . . . . . . .
11/1/14 - 11/30/14 . . . . . . . . . .
12/1/14 - 12/31/14 . . . . . . . . . .

Sub-Total

. . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . .

—(1)
—(1)
—(1)

—(1)

1.1(4)
1.1(4)
6.8(4)

9.0(4)

9.0

$ —(2)
—(2)
—(2)

—(2)

$6.92(5)
7.51(5)
6.92(5)

6.99(5)

$6.99

—(1)
—(1)
—(1)

—(1)

—
—
—

—

$10,038(3)
$10,038(3)
$ —(3)

(1) Represents the number of shares repurchased during the three months ended December 31, 2014
pursuant to the share repurchase program that our Board of Directors authorized and approved
giving us the authority to repurchase up to $40.0 million of our outstanding common stock over a two
year period, which commenced in the first quarter of 2013.

(2) Represents the weighted average price per share of common stock repurchased pursuant to our share

repurchase program.

(3) 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. The share repurchase program expired on December 31, 2014.

(4) Represents the 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
restricted stock awards.

(5) Represents the average price per share of common stock withheld from restricted stock awards on the

date of withholding.

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 & Poor’s (‘‘S&P’’) 500 Index and the S&P Information Technology
Index during the five year period ended December 31, 2014.

The graph assumes that $100 was invested on December 31, 2009 in our common stock, 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 and the 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.

Comparison of 5 Year Cumulative Total Return*
Among Global Cash Access Holdings, Inc., the S&P 500 Index, and the S&P Information
Technology Index

$250

$200

$150

$100

$50

12/31/2009

12/31/2010

12/31/2011

12/31/2012

12/31/2013

12/31/2014

Global Cash Access Holdings, Inc

S&P 500

13MAR201501453436
S&P Information Technology

$100 invested on December 31, 2009 in stock or index, including reinvestment of 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 or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation language in any such filing.

Item 6. Selected Financial Data.

The following selected historical financial data has been derived from, and should be read in conjunction
with, the audited consolidated financial statements and the notes to consolidated financial statements and
‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’’
included elsewhere in this Annual Report on Form 10-K. Our selected consolidated financial data may not
be indicative of our future financial condition or results of operations (in thousands, except per share
amounts).

Income Statement Data

Revenues(1) . . . . . . . . . . . . . . . . . . . . . . . .
Operating income(1) . . . . . . . . . . . . . . . . . .
Net income(1) . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Global Cash

Year Ended December 31,

2014

2013

2012

2011

2010

$593,053
33,782
12,140

$582,444
49,150
24,398

$584,486
55,982
25,689

$544,063
38,296
9,129

$605,590
52,630
17,550

Access Holdings, Inc. and Subsidiaries(1) .

12,140

24,398

25,689

9,129

17,494

Basic earnings per share

Net income . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Global Cash

Access Holdings, Inc. and Subsidiaries . . .

Diluted earnings per share

Net income . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Global Cash

Access Holdings, Inc. and Subsidiaries . . .

Weighted average common shares outstanding

0.18

0.37

0.36

0.39

0.38

0.14

0.27

0.26

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .

65,780
66,863

66,014
67,205

65,933
67,337

64,673
64,859

65,903
67,272

At and For the Year Ended December 31,

2014

2013

2012

2011

2010

Balance sheet data

Cash and cash equivalents . . . . . . . . . . . .
Working capital(2) . . . . . . . . . . . . . . . . .
Total assets(1) . . . . . . . . . . . . . . . . . . . . .
Total borrowings(1) . . . . . . . . . . . . . . . . .
Stockholders’ equity . . . . . . . . . . . . . . . .

89,095
12,550
1,707,285
1,188,787
231,473

$114,254
(1,682)
527,327
103,000
218,604

$153,020

$ 55,535

$ 60,636

553,895
121,500
198,759

529,067
174,000
159,858

458,394
208,750
143,478

Cash flow data

Net cash provided by operating activities .
Net cash used in investing activities(1) . . .
Net cash provided by (used in) financing

$
24,531
(1,085,847)

4,334
(13,990)

$157,488
(12,531)

$ 54,252
(18,183)

$ 68,898
(24,492)

activities(1) . . . . . . . . . . . . . . . . . . . . .

1,037,423

(29,183)

(46,783)

(41,227)

(68,845)

(1) 2014 amounts affected by the Merger for which Total Merger Consideration of $1.1 billion on
December 19, 2014 was paid and results of operations were recorded from the date of acquisition
through December 31, 2014.

(2) As a result of the Merger on December 19, 2014, we now provide a classified balance sheet as a
significant portion of our business relates to gaming manufacturing. For the two comparative years
included in our balance sheet, a calculation of working capital has been included.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations should be read in
conjunction with ‘‘Item 6. Selected Financial Data’’ and the audited consolidated financial statements and
notes to consolidated financial statements included elsewhere in this Annual Report on Form 10-K and the
information included in our other filings with the SEC. This discussion includes forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. See ‘‘Cautionary
Note Regarding Forward-Looking Statements’’ above.

Overview

Significant Trends and Developments Impacting Our Business

Merger with Multimedia Games

On December 19, 2014, we completed the Merger and paid the Total Merger Consideration of
approximately $1.1 billion in cash. The net proceeds from the sale of the Notes, together with borrowings
under the Credit Facilities and cash on hand, were used to fund the Total Merger Consideration.

The Merger is accounted for using the acquisition method of accounting with Holdings identified as the
acquirer. Under the acquisition method of accounting, Holdings recorded all assets acquired and liabilities
assumed at their respective acquisition date fair values.

Through December 31, 2014, we expensed approximately $10.7 million of costs related to the Merger for
financial advisory services, financing related fees, accounting and legal fees and other transaction-related
expenses, all of which are included in the consolidated statements of income and comprehensive income
within operating expenses. These costs do not include any costs related to additional site consolidation or
rationalization that we might consider following the closing of the Merger.

Other Trends and Developments

Our strategic planning and forecasting processes include the consideration of economic and industry-wide
trends that may impact our Payments and Games businesses. We have identified the more material positive
and negative trends affecting our business as the following:

(cid:127) Gaming industry activity in North America remained relatively flat in 2014.

(cid:127) The North American gaming industry also reported a year-over-year decline in the purchase of EGMs in
2014 and visibility into casino operator capital allocation trends for replacement units continues to be
limited.

(cid:127) There continues to be a migration from the use of traditional paper checks and cash to electronic

payments which may impact the type of cash access used by our customers.

(cid:127) The credit markets in the United States and around the world are volatile and unpredictable.

(cid:127) We face increased competition from smaller competitors in the gaming cash access market and face
additional competition from larger gaming equipment manufacturers and systems providers. This
increased competition has resulted in pricing pressure for both our Payments and Games businesses.

(cid:127) There is increasing governmental oversight related to the cost of transaction processing and related fees
to the consumer. We expect the financial services and payments industry to respond to these legislative
acts by changing other fees and costs, which may negatively impact the Payments business in the future.

(cid:127) Casino operators continue to try to broaden their appeal by focusing on investments in the addition of

non-gaming amenities to their facilities, which could impact casino operator’s capital allocation.

Factors Affecting Comparability

Our consolidated financial statements included in this report that present our financial condition and
results of operations reflect the following transactions and events:

(cid:127) In December 2014, we acquired all of the outstanding capital stock of Multimedia Games, a gaming
manufacturer and supplier to the gaming industry. The results contributed by the Multimedia Games
business from the date of consummation on December 19, 2014 to December 31, 2014 are reflected in
our Games segment and consolidated financial statements. We incurred significant acquisition-related
expenses, which are reflected in operating expenses for the year ended December 31, 2014. In addition,
amortization expense increased due to the purchase price allocation, which included definite-lived
intangible assets with relatively short amortization periods.

(cid:127) In December 2014, to effect the Merger, we entered into the Credit Facilities and issued the Notes and
we used a portion of these proceeds to repay the outstanding amounts owed under prior credit facilities
of $210.0 million and $35.0 million for GCA and Multimedia Games, respectively (the ‘‘Prior Credit
Facilities’’). As a result, we expensed $2.7 million of related debt issuance costs and fees to ‘‘Loss on
extinguishment of debt’’ associated with the prior credit facilities of GCA and Multimedia Games that
were in effect prior to the consummation of the Merger (the ‘‘Prior Credit Facilities’’).

(cid:127) We recorded an asset impairment charge of approximately $3.1 million in the fourth quarter of 2014

related to certain definite-lived intangible assets.

(cid:127) In April 2014, we acquired all of the outstanding capital stock of NEWave, a supplier of compliance,
audit and data efficiency software to the gaming industry. We believe this acquisition complements our
integrated solutions. The NEWave acquisition did not have a material impact on our results of
operations and financial condition.

(cid:127) In March 2014, our contract with Caesars Entertainment expired and was not renewed. As such, our
Cash Advance and ATM revenues and cost of revenues were impacted for the remainder of the year.

As a result of the above transactions and events, the results of operations and earnings per share in the
periods covered by the consolidated financial statements may not be directly comparable.

Principal Sources of Revenues and Expenses

Our principal sources of revenues include:

(cid:127) Cash advance revenues include amounts comprised of transaction fees assessed to gaming patrons in
connection with credit card cash access and POS debit card transactions and are recognized 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.

(cid:127) ATM revenues include amounts 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 fees are 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.

(cid:127) Check services revenues include amounts principally comprised of check warranty revenues and are
generally based upon a percentage of the face amount of checks warranted and are recognized when the
warranty services are invoked and performed. These fees are paid to us by gaming establishments which
may, in turn, pass the fees onto their patrons.

(cid:127) Games revenues

include amounts comprised of gaming operations, equipment sales, central
determinant system operations and maintenance and service arrangements from the acquired
Multimedia Games business. We recognize revenue when evidence of an arrangement exists, services
have been rendered or products are delivered, the price is fixed or determinable and collectability is
reasonably assured.

(cid:127) Other revenues include amounts derived from the sale of cash access devices, such as fully integrated
kiosks and jackpot kiosks and the provision of certain professional services, software licensing, and
certain other ancillary fees associated with the sale, installation and maintenance of those devices;
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; and ancillary marketing, database
and Internet gaming activities.

Our principal costs and expenses include:

(cid:127) Cost of revenues (exclusive of depreciation and amortization) include amounts directly related to the

generation of revenue and comprise:

(cid:127) Commissions paid to gaming establishments in connection with credit card cash access, POS debit
card and ATM transactions (which are expected to increase as a percentage of revenue as new
contracts are signed or existing contracts are renewed), and interchange fees paid to credit card
associations and payment networks for services they provide in routing transactions through their
networks as well as fees paid to participate in various payment networks to support our ATM
services. These interchange fees are determined by the card associations and payment networks at
their sole discretion, and are subject to increase at 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.

(cid:127) For check services transactions, we incur warranty expense for those checks we warrant through our
third-party service provider that are dishonored upon presentment for payment and we may also
pay a commission to the gaming establishment at which the transaction occurs.

(cid:127) Other cost of revenues includes amounts related to: our fully integrated kiosk sales and services, Central

Credit service, patron marketing activities and our gaming operations.

(cid:127) Operating expenses include amounts primarily related to salaries and benefits, costs to support our

products and services, professional fees, telecommunications expenses and travel costs.

(cid:127) Research and development expenses include amounts primarily related to salaries and benefits,
consulting fees, game lab testing fees and an allocation of corporate facilities costs related to these
activities.

(cid:127) Depreciation and amortization expenses include amounts primarily related to the allocated costs over

the duration of our tangible and intangible asset estimated useful lives.

(cid:127) Interest expense includes amounts incurred on debt, the amortization of deferred financing costs and

the cash usage fees associated with the cash used in ATMs.

(cid:127) Our earnings are subject to taxation under the tax laws of the jurisdictions in which we operate.

Results of Operations

Year ended December 31, 2014 compared to the year ended December 31, 2013 (amounts in thousands)

December 31,
2014

December 31,
2013

December 31,
2014 vs 2013

$ Variance % Variance

Revenues

Cash advance . . . . . . . . . . . . . . . . . . . . .
ATM . . . . . . . . . . . . . . . . . . . . . . . . . . .
Check services . . . . . . . . . . . . . . . . . . . .
Games . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . .

$233,950
281,469
21,118
7,406
49,110

40% $231,134
47% 286,049
4% 21,611
1%
—
8% 43,650

40% $ 2,816
49% (4,580)
(493)
7,406
5,460

4%
0%
7%

Total revenues . . . . . . . . . . . . . . . . . .

593,053

100% 582,444

100% 10,609

Costs and expenses

Cost of revenues (exclusive of

depreciation and amortization)

. . . . . .
Operating expenses
. . . . . . . . . . . . . . . .
Research and Development . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . .

440,071
95,452
804
8,745
14,199

74% 439,794
16% 76,562
—
0%
7,350
1%
9,588
3%

76%
277
13% 18,890
804
0%
1,395
1%
4,611
2%

Total costs and expenses . . . . . . . . . . .

559,271

94% 533,294

92% 25,977

1%
(2)%
(2)%
—
13%

0%
25%
—
19%
48%

Operating income . . . . . . . . . . . . . . . .

33,782

6% 49,150

8% (15,368)

(31)%

Other expenses

Interest expense, net of interest income . .
Loss on extinguishment of debt . . . . . . . .

Total other expenses . . . . . . . . . . . . . .

Income from operations before tax . . . .
Income tax provision . . . . . . . . . . . . . . .

10,756
2,725

13,481

20,301
8,161

2% 10,265
—
0%

2% 10,265

4% 38,885
2% 14,487

2%
0%

491
2,725

3,216

6% (18,584)
2% (6,326)

Net income . . . . . . . . . . . . . . . . . . . . .

$ 12,140

2% $ 24,398

4% $(12,258)

—

31%

(48)%
(44)%

(50)%

* Rounding may cause variances.

Total Revenues

Total revenues increased by $10.6 million, or 2%, to $593.1 million for the year ended December 31, 2014,
as compared to the prior year. This was primarily due to the revenues generated as a result of the Merger
and higher Cash Advance and Other revenues, partially offset by lower ATM and Check Services revenues.

Cash Advance revenues increased by $2.8 million, or 1%, to $234.0 million for the year ended
December 31, 2014, as compared to the prior year. This was primarily due to higher international revenues
together with an increase in our domestic revenues; combined with a greater dollar volume processed per
transaction.

ATM revenues decreased by $4.6 million, or 2%, to $281.5 million for the year ended December 31, 2014,
as compared to the prior year. This was primarily due to lost business and lower transaction volume.

Check Services revenues decreased by $0.5 million, or 2%, to $21.1 million for the year ended
December 31, 2014, as compared to the prior year. This was primarily due to lost business and a decrease
in the number of check services transactions processed.

Games revenues were generated as a result of the Merger.

Other revenues increased by $5.5 million, or 13%, to $49.1 million for the year ended December 31, 2014,
as compared to the prior year. This was primarily due to the results from our compliance, audit and data
services offerings.

Costs and Expenses

Cost of revenues (exclusive of depreciation and amortization) increased by $0.3 million, to $440.1 million
for the year ended December 31, 2014, as compared to the prior year. This was primarily due to increased
warranty expenses in the Check Services segment as well as the variable costs related to higher revenues in
the Cash Advance, Games and Other segments, offset by a reduction in costs in the ATM segment due to
lost business and lower transaction volume.

Operating expenses increased by $18.9 million, or 25%, to $95.5 million for the year ended December 31,
2014, as compared to the prior year. This was primarily due to the acquisition-related costs and operating
expenses incurred following the consummation of the Merger, an asset impairment charge and increases in
non-cash stock compensation expense.

Depreciation increased by $1.4 million, or 19%, to $8.7 million for the year ended December 31, 2014, as
compared to the prior year. This was primarily due to depreciation expense post-Merger.

Amortization increased by $4.6 million, or 48%, to $14.2 million for the year ended December 31, 2014, as
compared to the prior year. This was primarily due to other intangible assets associated with the NEWave
acquisition and the Merger.

Primarily as a result of the factors described above, operating income decreased by $15.4 million, or 31%,
to $33.8 million for the year ended December 31, 2014, as compared to the prior year. Operating margin
decreased to 6% for the year ended December 31, 2014 from 8% for the prior year. Exclusive of
acquisition-related costs and asset impairment charges, the operating margin for 2014 would have been
8%.

Interest expense, net of interest income, increased by $0.5 million, or 5%, to $10.8 million for the year
ended December 31, 2014, as compared to the prior year. This was primarily due to a $3.4 million increase
in interest charges and amortization of debt issuance costs associated with the Merger; partially offset by a
$2.1 million reduction in interest charges due to the lower outstanding debt balance and lower weighted
average interest rate on the Prior Credit Facilities in 2014 that were paid in full in connection with the
Merger and $0.8 million increase in interest income primarily related to the refund of a goods and services
tax due to a favorable ruling from the Canadian Court of Appeals holding that commissions paid to
Canadian casinos were not subject to such tax.

Loss on early extinguishment of debt was $2.7 million for the year ended December 31, 2014. This was due
to the extinguishment of unamortized deferred loan fees associated with the Prior Credit Facilities that
were paid in full in connection with the Merger.

Income tax expense decreased by $6.3 million, or 44%, to $8.2 million for the year ended December 31,
2014, as compared to the prior year. This was primarily due to the decrease in income from operations
before income tax expense of $18.6 million. The provision for income tax reflected an effective income tax
rate of 40.2% for the year ended December 31, 2014, which was greater than the statutory federal rate of
35.0% due primarily to non-deductible acquisition-related costs associated with the Merger and partially
offset by the lower tax rate on foreign earnings. The provision for income tax reflected an effective income
tax rate of 37.3% for the prior year, which was greater than the statutory federal rate of 35.0% due in part
to state taxes and the non-cash compensation expenses related to stock options.

Primarily as a result of the foregoing, net income decreased by $12.3 million, or 50%, to $12.1 million for
the year ended December 31, 2014, as compared to the prior year.

Year ended December 31, 2013 compared to year ended December 31, 2012 (amounts in thousands)*

December 31,
2013

December 31,
2012

December 31,
2013 vs 2012

$ Variance % Variance

Revenues

Cash advance . . . . . . . . . . . . . . . . . . . . . .
ATM . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Check services . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . .

$231,134
286,049
21,611
43,650

40% $227,517
49% 303,159
4% 25,401
7% 28,409

39% $ 3,617
52% (17,110)
4% (3,790)
5% 15,241

Total revenues . . . . . . . . . . . . . . . . . . . .

582,444

100% 584,486

100% (2,042)

Costs and expenses

Cost of revenues (exclusive of depreciation

and amortization) . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . .

439,794
76,562
7,350
9,588

76% 436,059
13% 75,806
1% 6,843
2% 9,796

74% 3,735
756
13%
507
1%
(208)
2%

Total costs and expenses . . . . . . . . . . . .

533,294

92% 528,504

90% 4,790

2%
(6)%
(15)%
54%

(0)%

1%
1%
7%
(2)%

Operating income . . . . . . . . . . . . . . . . .

49,150

8% 55,982

10% (6,832)

(12)%

Other expenses

Interest expense, net of interest income . . .

Total other expenses . . . . . . . . . . . . . . .

Income from operations before tax . . . . .

10,265

38,885

2% 15,519

3% (5,254)

2% 15,519

3% (5,254)

6% 40,463

7% (1,578)

Income tax provision . . . . . . . . . . . . . . . . .

14,487

2% 14,774

(287)

Net income . . . . . . . . . . . . . . . . . . . . . .

$ 24,398

4% $ 25,689

4% $ (1,291)

(34)%

(4)%

(2)%

(5)%

* Rounding may cause variances.

Total Revenues

Total revenues decreased by $2.0 million, or less than 1%, to $582.4 million for the year ended
December 31, 2013, as compared to the prior year. This was due to lower ATM and check services

revenues, partially offset by higher kiosk sales and an increase in cash advance revenues for the year ended
December 31, 2013, as compared to the prior year.

Cash advance revenues increased by $3.6 million, or 2%, to $231.1 million for the year ended
December 31, 2013, as compared to the prior year. This was primarily due to higher international cash
advance revenues for the year ended December 31, 2013, as compared to the prior year.

ATM revenues decreased by $17.1 million, or 6%, to $286.0 million for the year ended December 31, 2013,
as compared to the prior year. This was primarily due to lost business and lower transaction volume for the
year ended December 31, 2013, as compared to the prior year.

Check services revenues decreased by $3.8 million, or 15%, to $21.6 million for the year ended
December 31, 2013, as compared to the prior year. This was primarily due to lost business and a decrease
in the number of check services transactions processed for the year ended December 31, 2013, as
compared to the prior year.

Other revenues increased by $15.2 million, or 54%, to $43.7 million for the year ended December 31, 2013,
as compared to the prior year. This was primarily due to increased kiosk sales for the year ended
December 31, 2013, as compared to the prior year.

Costs and Expenses

Cost of revenues (exclusive of depreciation and amortization) increased by $3.7 million, or 1%, to
$439.8 million for the year ended December 31, 2013, as compared to the prior year. This was primarily
due to increased commissions paid to our customers for new and renewed cash access services as well as
costs associated with the increase in kiosk sales.

Operating expenses increased by $0.8 million, or 1%, to $76.6 million for the year ended December 31,
2013, as compared to the prior year. This was primarily due to higher payroll and related expenses and
occupancy related expenses, partially offset by a decrease in non-cash stock compensation expense for the
year ended December 31, 2013, as compared to the prior year.

Depreciation expenses increased by $0.5 million, or 7%, to $7.4 million for the year ended December 31,
2013, as compared to the prior year. This was primarily due to higher charges as additional fixed assets
were placed into service for the year ended December 31, 2013, as compared to the prior year.

Amortization expenses decreased by $0.2 million, or 2%, to $9.6 million for the year ended December 31,
2013, as compared to the prior year. This was primarily due to certain capitalized costs that were fully
amortized for the year ended December 31, 2013, as compared to the prior year.

Primarily as a result of the factors described above, operating income decreased by $6.8 million, or 12%, to
$49.2 million for the year ended December 31, 2013, as compared to the prior year. The operating margin
decreased to 8% for the year ended December 31, 2013 from 10% for the prior year.

Interest expense, net of interest income, decreased by $5.3 million, or 34%, to $10.3 million for the year
ended December 31, 2013, as compared to the prior year. This was primarily due to a $3.6 million
reduction in interest charges due to the lower outstanding debt balance and an amendment to our credit
facility in late May 2013, which reduced the interest rate from 7% to 4%; a $0.9 million reduction in
interest charges related to a lower average outstanding balance on the vault cash supplied by Wells Fargo
and a slightly lower average cash usage rate; and a decrease in the interest charge associated with the
change in fair value of the interest rate cap of approximately $0.8 million.

Income tax expense decreased by $0.3 million, or 2%, to $14.5 million for the year ended December 31,
2013, as compared to the prior year. This was primarily due to the decrease in income from operations
before income tax expense of $1.6 million. The provision for income tax reflected an effective income tax
rate of 37.3% for the year ended December 31, 2013, which was greater than the statutory federal rate of

35.0% due in part to state taxes and the non-cash compensation expenses related to stock options. The
provision for income tax reflected an effective income tax rate of 36.5% for the prior year, which was
greater than the statutory federal rate of 35.0% due in part to state taxes and the non-cash compensation
expenses related to stock options.

Primarily as a result of the foregoing, net income decreased by $1.3 million, or 5%, to $24.4 million for the
year ended December 31, 2013, as compared to the prior year.

Critical Accounting Policies

The preparation of our financial statements in conformity with 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 company’s 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 the 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.

Business Combinations. We apply the provisions of the Financial Accounting Standards Board (‘‘FASB’’)
Accounting Standards Codification (‘‘ASC 805’’), ‘‘Business Combinations’’, in the accounting for
acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities
assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess
of consideration transferred over the net of the acquisition date fair values of the assets acquired and the
liabilities assumed. Significant estimates and assumptions are required to value assets acquired and
liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These
estimates are preliminary and typically include the calculation of an appropriate discount rate and
projection of the cash flows associated with each acquired asset over its estimated useful life. As a result,
during the measurement period, which may be up to one year from the acquisition date, we may record
adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. In
addition, deferred tax assets, deferred tax liabilities, uncertain tax positions and tax related valuation
allowances assumed in connection with a business combination are initially estimated as of the acquisition
date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the
acquisition date and any adjustments to its preliminary estimates are recorded to goodwill if identified
within the measurement period. Upon the conclusion of the measurement period or final determination of
the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
recorded to the consolidated statements of income and comprehensive income.

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

Inventory. We currently maintain separate inventories for our Payments and Games products. Our
Payments related inventory primarily consists of parts as well as finished goods and work-in-progress and is
stated at the lower of cost or market accounted for using the average cost method. Our Games related
inventory primarily consists of component parts, completed player terminals and back-office computer
equipment and is stated at fair value as a result of the Merger. However, our games segment historically

accounted for inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of
materials, labor, overhead and freight.

Goodwill. We had approximately $857.9 million of goodwill on our consolidated balance sheet at
December 31, 2014 resulting from acquisitions of other businesses. Of this amount, $669.5 million resulted
from the Merger and the remaining $188.4 million was subject to our annual goodwill impairment testing.
We test for impairment annually on a reporting unit basis, as of October 1, or more often under certain
circumstances. The annual impairment test is completed using either: a qualitative Step 0 assessment based
on reviewing relevant events and circumstances; or a quantitative Step 1 assessment using an income
approach that discounts future cash flows based on the estimated future results of the reporting units and a
market approach that compares market multiples of comparable companies to determine whether or not
any impairment exists. If the fair value of a reporting unit is less than its carrying amount, we use the Step 2
assessment to determine the impairment. Our most recent annual assessment was performed as of
October 1, 2014, following which 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 materially affect our results of
operations. Our reporting units are identified as operating segments or one level below an operating
segment. Reporting units must: (a) engage in business activities from which they earn revenues and incur
expenses; (b) have operating results that are regularly reviewed by our chief operating decision maker to
ascertain the resources to be allocated to the segment and assess its performance; and (c) have discrete
financial information available. As of December 31, 2014, our reporting units included: Cash Advance,
ATM, Check Services, Games, Fully Integrated Kiosk Sales and Services, Central Credit, and Anti-Money
Laundering and Tax Compliance Software. The use of different assumptions, estimates or judgments in
either step of the goodwill impairment testing process, such as the estimated future cash flows of our
reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the
reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the
estimated fair value of a reporting unit or its net assets, and therefore, impact the related impairment
charge, if any. At the annual impairment test date, the above-noted conclusion that no indication of
goodwill impairment existed at the test date would not have changed had the test been conducted
assuming: 1) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash
flows of our reporting units to their net present value in determining their estimated fair values (without
any change in the aggregate estimated cash flows of our reporting units), or 2) a 100 basis point decrease in
the estimated sales growth rate or terminal period growth rate without a change in the discount rate of
each reporting unit.

Other Intangible Assets. We have approximately $436.8 million in net unamortized other intangible assets on
our consolidated balance sheet at December 31, 2014. Of this amount, $401.7 million resulted from the
Merger, which consists of customer relationships, developed technology, contract rights, trade names and
trademarks. Our other intangible assets consist primarily of customer contracts (rights to provide Payments
and Games services to gaming establishment customers) acquired through business combinations,
capitalized software development costs and the acquisition cost of our patent related to the 3-in-1 Rollover
technology acquired in 2005, which expires in 2018. Customer contracts require us to make renewal
assumptions, which impact the estimated useful lives of such assets. Capitalized software development
costs require us to make certain judgments as to the stages of development and costs eligible for
capitalization. Capitalized software costs placed in service are amortized over their useful lives, generally
not to exceed five years. We review intangible assets whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are
not limited to, a significant decrease in the fair value of the underlying business or market price of the
asset, a significant adverse change in legal factors or business climate that could affect the value of an asset,
or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We
group intangible assets for impairment analysis at the lowest level for which identifiable cash flows are

largely independent of the cash flows of other assets and liabilities. Recoverability of intangible assets is
measured by a comparison of the carrying amount of the asset to future, net cash flows expected to be
generated by the asset, undiscounted and without interest. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.

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 accounting 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 accounting
guidance to account 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 for a change in rates is
recognized in the consolidated statements of income and comprehensive 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, the price is fixed or determinable and collectability is reasonably assured. We evaluate our
revenue streams for proper timing of revenue recognition. Revenue is recognized as products are delivered
and or services are performed.

Payments Revenues

Cash advance revenues are comprised of transaction fees assessed to gaming patrons in connection with
credit card cash access and POS debit card transactions and are recognized 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 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.

Other revenues include amounts derived from the sale of cash access devices, such as the provision of
certain professional services, software licensing, and certain other ancillary fees associated with the sale,
installation and maintenance of those devices. In addition, 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 ancillary marketing, database and Internet gaming activities.

Games Revenues

Games revenues are primarily generated by our gaming operations under development, placement, and
participation arrangements in which we provides our customers with player terminals, player terminal-
content licenses and back-office equipment, collectively referred to herein as leased gaming equipment.
Under these arrangements, we retain ownership of the leased gaming equipment installed at customer
facilities, and we receive revenue based on a percentage of the net win per day generated by the leased
gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility.
Revenue from lease participation or daily fee arrangements are considered both realizable and earned at
the end of each gaming day.

Games revenues generated by player terminals deployed at sites under development or placement fee
agreements is reduced by the accretion of contract rights acquired as part of those agreements. Contract
rights are amounts allocated to intangible assets for dedicated floor space resulting from such agreements,
described under ‘‘Development and Placement Fee Agreements.’’ The related amortization expense, or
accretion of contract rights, is netted against our respective revenue category in the consolidated
statements of operations and other comprehensive income.

We also generate games revenues from back-office fees with certain customers. Back-office fees cover the
service and maintenance costs for back-office servers installed in each gaming facility to run our gaming
equipment, as well as the cost of related software updates. Back-office fees are considered both realizable
and earned at the end of each gaming day.

Equipment and Systems Revenues

We sell gaming equipment, fully integrated kiosks and gaming systems directly to our customers under
independent sales contracts through normal credit terms, or may grant extended credit terms under
contracts secured by the related equipment.

For sales arrangements with multiple deliverables, we apply the guidance from ASU No. 2009-13,
‘‘Revenue Recognition (Topic 605), Multiple-Deliverable Revenue Arrangements.’’ In addition, we apply
the guidance from ASU No. 2009-14, ‘‘Software (Topic 985), Certain Revenue Arrangements that Include
Software Elements,’’ which affects vendors that sell or lease tangible products in an arrangement that
contains software that is more than incidental to the tangible product as a whole and clarifies what
guidance should be used in allocating and measuring revenue.

The majority of our multiple element sales contracts are for some combination of gaming equipment,
player terminals, content, system software, license fees, ancillary equipment and maintenance.

Revenue related to systems arrangements that contain both software and non-software deliverables
requires allocation of the arrangement fee to the separate deliverables using the relative selling price
method. Revenue for software deliverables is recognized under software revenue recognition guidance.
Revenue resulting from the sale of non-software deliverables, such as gaming devices and other hardware,
are accounted for based on other applicable revenue recognition guidance as the devices are tangible
products containing both software and non-software components that function together to deliver the
product’s essential functionality.

In allocating the arrangement fees to separate deliverables, we evaluate whether we have vendor-specific
objective evidence (‘‘VSOE’’) of selling price, third party evidence (‘‘TPE’’) or estimate of selling price
(‘‘ESP’’) for gaming devices, maintenance and product support fees and other revenue sources. We
generally use ESP to determine the selling price used in the allocation of separate deliverables, as VSOE
and TPE are generally not available. We determine the ESP on separate deliverables by estimating a
margin typically received on such items and applying that margin to the product cost incurred.

Generally, player terminal sales include ancillary equipment, such as networking gear, bases, chairs, and
occasionally signage, some of which may be necessary for the full functionality of the player terminals in a
casino. This ancillary equipment comprises an install kit that is shipped simultaneously with the player
terminals. Although our products are analyzed as multiple deliverable arrangements, revenue for the
player terminal and ancillary equipment is not recognized until all elements essential for the functionality
of the product have been shipped or delivered. This includes game theme software and essential ancillary
equipment. If elements that are not essential to the functionality of the player terminals are shipped after
the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped
or delivered.

Stock-Based Compensation. Stock-based compensation expense for all awards is based on the grant date fair
value estimated. We estimate the weighted-average fair value of options granted for our time-based and
cliff vesting time-based options using the Black-Scholes Option Pricing Model. We estimate the weighted-
average fair value of options granted for our market-based options using a lattice-based option valuation
model. Each model is based on assumptions regarding expected volatility, dividend yield, risk-free interest
rates, the expected term of the option and the expected forfeiture rate. Each of these assumptions, while
reasonable, requires a certain degree of judgment and the fair value estimates could vary if the actual
results are materially different than those initially applied.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

In November 2014, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standard
Update (‘‘ASU’’) No. 2014-17, which provides guidance on whether and at what threshold an acquired
entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial
statements. The pronouncement was effective on November 18, 2014. There was no impact of the adoption
of ASU No. 2014-17 as we do not apply push-down accounting to our acquired subsidiaries.

Recent Accounting Guidance Not Yet Adopted

In August 2014, the FASB issued ASU No. 2014-15, which provides guidance on determining when and
how reporting entities must disclose going-concern uncertainties in their financial statements. The
pronouncement is effective for annual periods ending after December 15, 2016, and interim periods
thereafter, and early adoption is permitted. We are currently evaluating the impact of adopting this
guidance on our Consolidated Financial Statements and disclosures included within Notes to Consolidated
Financial Statements.

In June 2014, the FASB issued ASU No. 2014-12, which requires that a performance target that affects
vesting and that could be achieved after the requisite service period be treated as a performance condition.
As such, the performance target should not be reflected in estimating the grant-date fair value of the
award. The standard is effective for annual reporting periods beginning after December 15, 2015, with
early adoption permitted. We are currently evaluating the impact of adopting this guidance on our
Consolidated Financial Statements and disclosures included within Notes to Consolidated Financial
Statements.

In May 2014, the FASB issued ASU No. 2014-09, which creates FASB ASC Topic 606, ‘‘Revenue from
Contracts with Customers’’ and supersedes ASC Topic 605, ‘‘Revenue Recognition’’. The guidance
replaces industry-specific guidance and establishes a single five-step model to identify and recognize
revenue. The core principle of the guidance is that an entity should recognize revenue upon transfer of
control of promised goods or services to customers in an amount that reflects the consideration to which
an entity expects to be entitled in exchange for those goods or services. Additionally, the guidance requires
the entity to disclose further quantitative and qualitative information regarding the nature and amount of
revenues arising from contracts with customers, as well as other information about the significant

judgments and estimates used in recognizing revenues from contracts with customers. This guidance is
effective for interim and annual reporting periods beginning after December 15, 2016. Early application is
not permitted. This guidance may be adopted retrospectively or under a modified retrospective method
where the cumulative effect is recognized at the date of initial application. We are currently evaluating the
impact of adopting this guidance on our Consolidated Financial Statements and disclosures included
within our Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

Overview

The following table presents selected information about our financial position (in thousands):

At December 31,

2014

2013

Balance sheet data

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,707,285
1,188,787
231,473

$ 527,327
103,000
218,604

Net available cash*

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .
Add: Settlement receivables . . . . . . . . . . . . . . . . . . . . . .
Less: Settlement liabilities . . . . . . . . . . . . . . . . . . . . . . .

89,095
43,288
(119,157)

114,254
38,265
(145,022)

Total net available cash . . . . . . . . . . . . . . . . . . . . . . .

13,226

7,497

* Non-GAAP measure

Cash Resources

Our cash balance, cash flows and credit facilities are expected to be sufficient to meet our recurring
operating commitments and to fund our planned capital expenditures for the foreseeable future. Cash and
cash equivalents at December 31, 2014 included cash in non-U.S. jurisdictions of approximately
$14.8 million. Generally, these funds are available for operating and investment purposes within the
jurisdiction in which they reside, but are subject to taxation in the U.S. upon repatriation.

We provide cash settlement services to our customers. These services involve the movement of funds
between the various parties associated with cash access transactions. These activities result in a balance
due to us at the end of each business day that we recoup over the next few business days and classify as
settlement receivables. These activities also result in a balance due to our customers at the end of each
business day that we remit over the next few business days and classify as settlement liabilities. As of
December 31, 2014, we had $43.3 million in settlement receivables for which we received payment in
January 2015. As of December 31, 2014, we had $119.2 million in settlement liabilities due to our
customers for these settlement services that were paid in January 2015. As the timing of cash received from
settlement receivables and payment of settlement liabilities may differ, the total amount of cash held by us
will fluctuate throughout the year. As of December 31, 2014 and 2013, the net cash available after
considering settlement amounts was $13.2 million and $7.5 million, respectively.

Cash Flows

The following table summarizes our cash flows for the years ended December 31, 2014, 2013 and 2012 (in
thousands):

Cash flow activities

Net cash provided by operating

activities . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . .
Net cash provided by/(used in)

financing activities . . . . . . . . . . . . .
Effect of exchange rates on cash . . . .

Cash and cash equivalents

Year Ended December 31,

Increase/(Decrease)

2014

2013

2012

2014 vs 2013

2013 vs 2012

$
24,531
(1,085,847)

4,334
(13,990)

$157,488
(12,531)

$
20,197
(1,071,857)

$(153,154)
(1,459)

1,037,423
(1,266)

(29,183)
73

(46,783)
(689)

1,066,606
(1,339)

17,600
762

Net (decrease)/increase for the period
Balance, beginning of the period . . . .

(25,159)
114,254

(38,766)
153,020

97,485
55,535

13,607
(38,766)

(136,251)
97,485

Balance, end of the period . . . . . . .

89,095

$114,254

$153,020

(25,159) $ (38,766)

Cash flows provided by operating activities were $24.5 million, $4.3 million and $157.5 million, for the
years ended December 31, 2014, 2013 and 2012, respectively. Cash flows provided by operating activities
increased by $20.2 million for the year ended December 31, 2014 as compared to the prior year. This was
primarily due to an increase in non-cash adjustments and the timing of our settlement receivables and
settlement liabilities based on the number of business days outstanding prior to the settlement of our cash
access transactions at the end of each period for the year ended December 31, 2014 as compared to the
prior year, partially offset by a decrease in net income. Cash flows provided by operating activities
decreased by $153.2 million for the year ended December 31, 2013 as compared to the prior year. This was
primarily due to the timing of our settlement receivables and settlement liabilities based on the number of
business days outstanding prior to the settlement of our cash access transactions at the end of each period
for the year ended December 31, 2013 as compared to the prior year.

Cash flows used in investing activities were $1.1 billion, $14.0 million and $12.5 million for the years ended
December 31, 2014, 2013 and 2012, respectively. Cash flows used in investing activities increased by
$1.08 billion for the year ended December 31, 2014 as compared to the prior year. This was primarily due
to the use of proceeds raised to fund the Merger. Cash flows used in investing activities increased by
$1.5 million for the year ended December 31, 2013 as compared to the prior year. This was primarily due
to proceeds from the sale of fixed assets in the prior year, an increase in capital expenditures for the
current year ended December 31, 2013 and changes in restricted cash and cash equivalents.

Cash flows provided by financing activities were $1.0 billion for the year ended December 31, 2014. Cash
flows used in financing activities were $29.2 million and $46.8 million for the years ended December 31,
2013 and 2012, respectively. Cash flows used in financing activities increased by $1.1 billion for the year
ended December 31, 2014 as compared to the prior year. This was primarily due to the proceeds raised to
fund the Merger offset by repayments on debt on the Prior Credit Facilities, debt issuance costs and
purchase of treasury stock. Cash flows used in financing activities decreased by $17.6 million for the year
ended December 31, 2013 as compared to the prior year. This was primarily due to lower debt repayments
and an increase in proceeds from the exercise of stock options, partially offset by purchases of treasury
stock for the year ended December 31, 2013 as compared to the prior year.

Long-Term Debt

The following table summarizes our indebtedness at December 31, (in thousands):

At December 31,

2014

2013

Long-term debt

Senior credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior secured term loan . . . . . . . . . . . . . . . . . . . . . . . . .
Senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior unsecured notes . . . . . . . . . . . . . . . . . . . . . . . . . .

— $103,000
—
—
—

500,000
350,000
350,000

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: original issue discount . . . . . . . . . . . . . . . . . . . . . . .

Total debt after discount . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .

Less: current portion of long-term debt

1,200,000
(11,213)

1,188,787
(10,000)

103,000
—

103,000
(1,030)

Long-term debt, less current portion . . . . . . . . . . . . . . .

$1,178,787

$101,970

On December 19, 2014 and in connection with the Merger, we refinanced all of our indebtedness
outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.

Credit Facilities

On December 19, 2014, GCA, as borrower, and Holdings entered into a credit agreement among GCA,
Holdings, Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of
credit issuer; Deutsche Bank Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Deutsche Bank Securities, Inc. as joint lead arrangers and joint book managers
(the ‘‘Credit Agreement’’). The Credit Agreement provides for a $50.0 million five-year Revolving Credit
Facility that matures in 2019 and a $500.0 million six-year Term Loan that matures in 2020. The fees
associated with the Credit Facilities included discounts of approximately $7.5 million and debt issuance
costs of approximately $13.9 million. All borrowings under the Credit Facilities are subject to the
satisfaction of customary conditions, including the absence of a default and compliance with
representations and warranties.

The interest rate per annum applicable to the Revolving Credit Facility is, at GCA’s option, the base rate or
LIBOR plus, in each case, an applicable margin. The interest rate per annum applicable to the Term Loan
is also, at GCA’s option, the base rate or LIBOR plus, in each case, an applicable margin. LIBOR will be
reset at the beginning of each selected interest period based on the LIBOR rate then in effect; provided
that, with respect to the Revolving Credit Facility, if LIBOR is below zero, then such rate will be equal to
zero plus the applicable margin, and, with respect to the Term Loan, if LIBOR is below 1.0%, then such
rate will be equal to 1.0% plus the applicable margin. The base rate is a fluctuating interest rate equal to
the highest of (a) the prime lending rate announced by the administrative agent, (b) the federal funds
effective rate from time to time plus 0.50%, and (c) LIBOR (after taking account of any applicable floor)
applicable for an interest period of one month plus 1.00%. The applicable margins of 4.75% and 5.25% for
the Revolving Credit Facility and Term Loan, respectively, are subject to adjustment based on our
consolidated secured leverage ratio.

Voluntary prepayments of the term loan and the revolving loans and voluntary reductions in the unused
commitments are permitted in whole or in part, in minimum amounts as set forth in the Credit Agreement
governing the Credit Facilities, with prior notice but without premium or penalty, except that certain
refinancing transactions of the Term Loan within twelve months after the closing of the Credit Facilities
will be subject to a prepayment premium of 1.00% of the principal amount repaid.

Subject to certain exceptions, the obligations under the Credit Facilities are secured by substantially all of
the present and after acquired assets of each of GCA, Holdings and the subsidiary guarantors (the
‘‘Collateral’’) including: (a) a perfected first priority pledge of all the capital stock of GCA and each
domestic direct, wholly owned material restricted subsidiary held by Holdings, GCA or any such subsidiary
guarantor; and (b) a perfected first priority security interest in substantially all other tangible and
intangible assets of Holdings, GCA, and such subsidiary guarantors (including, but not limited to, accounts
receivable, inventory, equipment, general intangibles, investment property, real property, intellectual
property and the proceeds of the foregoing). Subject to certain exceptions, the Credit Facilities are
unconditionally guaranteed by Holdings and such subsidiary guarantors and Multimedia Games and its
material domestic subsidiaries.

The Credit Agreement governing the Credit Facilities contains certain covenants that, among other things,
limit Holdings’ ability, and the ability of certain of its subsidiaries, to incur additional indebtedness; sell
assets or consolidate or merge with or into other companies; pay dividends or repurchase or redeem
capital stock; make certain investments; issue capital stock of subsidiaries; incur liens; prepay, redeem or
repurchase subordinated debt; and enter into certain types of transactions with our affiliates. The Credit
Agreement governing the Credit Facilities also requires Holdings, together with its subsidiaries, to comply
with a consolidated secured leverage ratio as well as an annual excess cash flow requirement.

Events of default under the Credit Agreement governing the Credit Facilities include customary events
such as a cross-default provision with respect to other material debt (which includes the Notes). In
addition, an event of default will occur if Holdings undergoes a change of control. This is defined to
include the case where Holdings ceases to own 100% of the equity interests of GCA, or where any person
or group acquires a percentage of the economic or voting interests of Holdings’ capital stock of 35% or
more (determined on a fully diluted basis), or where a majority of the board of directors of Holdings ceases
to consist of persons who are directors of Holdings on the closing date of the Credit Facilities or other
directors whose nomination for election to the board of directors of GCA was recommended by a majority
of the then continuing directors.

At December 31, 2014, we had approximately $500.0 million of borrowings outstanding under the Term
Loan and $50.0 million of additional borrowing availability under the Revolving Credit Facility, based upon
borrowing base calculations as of such date. We were in compliance with the terms of the Credit Facilities
as of December 31, 2014.

We believe our cash provided by operating activities will provide for our operating and debt servicing
needs for the next 12 months. If not, we have sufficient borrowings available under our Credit Facilities to
meet any additional funding requirements. We monitor the financial strength of our lenders on an ongoing
basis using publicly-available information. Based upon that information, we believe there is not a
likelihood that any of our lenders might not be able to honor their commitments under the Credit
Agreement.

Senior Notes

At December 31, 2014, we had two series of outstanding notes: (a) $350.0 million aggregate principal
amount of 7.75% Senior Secured Notes due 2021 (the ‘‘Secured Notes’’), and (b) $350.0 million aggregate
principal amount of 10.00% Senior Unsecured Notes due 2022 (the ‘‘Unsecured Notes’’).

On December 19, 2014, we issued the Secured Notes at an initial offering price of 100% and the
Unsecured Notes at an initial offering price of 98.921%. Our net proceeds from the sale of the Notes were
approximately $680.0 million after deducting discounts of approximately $3.8 million and commissions of
approximately $16.2 million and before deducting any other fees and expenses related to the Notes
offering. Other fees and expenses included additional debt issuance costs associated with the Notes of
approximately $11.2 million.

The Secured Notes are senior secured obligations of the Company, equally and ratably secured with the
Company’s obligations under the Credit Facilities. The Secured Notes rank equally with the Company’s
existing and future senior debt and senior to the Company’s existing and future senior subordinated debt.
The Unsecured Notes are senior unsecured obligations of the Company, and rank equally with the
Company’s existing and future senior debt and senior to the Company’s existing and future senior
subordinated debt. The Secured Notes are guaranteed on a senior secured basis by Holdings and all of its
material domestic subsidiaries (other than GCA) and the Unsecured Notes are guaranteed on a senior
unsecured basis by Holdings and all of its material domestic subsidiaries (other than GCA).

The indentures governing the Notes contain certain covenants that, among other things, limit our ability,
and the ability of certain of our subsidiaries, to incur additional indebtedness, pay dividends or make
distributions or certain other restricted payments, purchase or redeem capital stock, make investments or
extend credit, engage in certain transactions with affiliates, consummate certain asset sales, effect a
consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of our assets,
or create certain liens and other encumbrances on our assets.

The indentures governing the Notes contain events of default customary for agreements of their type (with
customary grace periods, as applicable) and provide that, upon the occurrence of an event of default
arising from certain events of bankruptcy or insolvency with respect to Holdings or GCA, all outstanding
notes will become due and payable immediately without further action or notice. If any other type of event
of default occurs and is continuing, then the trustee or the holders of at least 25% in principal amount of
the then outstanding Secured Notes or Unsecured Notes, as applicable, may declare all such notes to be
due and payable immediately.

At the closing of the offering of the Notes, the Notes were acquired by the initial purchasers pursuant to
the terms of a purchase agreement. Under the terms of the purchase agreement, during a one year period
following the closing and upon prior notice from the initial purchasers, the Company must use
commercially reasonable efforts to aid the purchasers in the resale of the Notes, including by preparing an
updated offering memorandum and participating in reasonable marketing efforts including road shows, to
the extent required therein.

In connection with the issuance of the Unsecured Notes, the Company entered into a registration rights
agreement pursuant to which the Company agreed, for the benefit of the holders of the Unsecured Notes,
to file with the Securities and Exchange Commission (the ‘‘SEC’’), and use its commercially reasonable
efforts to cause to become effective, a registration statement relating to an offer to exchange the
Unsecured Notes for an issue of SEC-registered notes (the ‘‘Exchange Notes’’) with terms identical to the
Unsecured Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any
increase in annual interest rate as described below). Under certain circumstances, including if applicable
interpretations of the staff of the SEC do not permit the Company to effect the exchange offer, the
Company and the guarantors must use their commercially reasonable efforts to cause to become effective a
shelf registration statement relating to resales of the Unsecured Notes and to keep that shelf registration
statement effective until the first anniversary of the date such shelf registration statement becomes
effective, or such shorter period that will terminate when all Unsecured Notes covered by the shelf
registration statement have been sold. The obligation to complete the exchange offer and/or file a shelf
registration statement will terminate on the second anniversary of the date of the Registration Rights
Agreement. If the exchange offer is not completed (or, if required, the shelf registration statement is not
declared effective) on or before December 19, 2015, the annual interest rate borne by the Unsecured
Notes will be increased by 0.25% per annum for the first 90-day period immediately following such date
and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum
additional rate of 1.00% per annum thereafter until the exchange offer is completed or the shelf
registration statement is declared effective, at which time the interest rate will revert to the original
interest rate on the date the Unsecured Notes were originally issued.

We were in compliance with the covenants of the Notes as of December 31, 2014.

Interest Rate Cap

In connection with the Prior Credit Facilities, we purchased a $150.0 million notional amount interest rate
cap with an effective date of January 5, 2012 and a term of three years and therefore the rate cap expired
on January 5, 2015. We purchased this interest rate cap in order to partially reduce our exposure to
increases in LIBOR above 1.5% during the term of the interest rate cap with respect to our variable rate
debt obligations under the Prior Credit Facilities and our obligations under our Contract Cash Solutions
Agreement with Wells Fargo. This interest rate cap is recorded in other assets in our consolidated balance
sheets, and is marked-to-market based on a quoted market price with the effects offset in our consolidated
statements of income and comprehensive income. The interest rate cap carrying value and fair value
approximate each other and these values are insignificant as of December 31, 2014.

Contractual Obligations

The following summarizes our contractual cash obligations as of December 31, 2014 (in thousands):

Total

2015

2016

2017

2018

2019

Thereafter

At December 31, 2014

Contractual obligations

Debt obligations(1) . . . . . . . . . . . . . . $1,200,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $1,150,000
131,418
Estimated interest obligations(2) . . . . .
5,829
Operating lease obligations . . . . . . . .
—
Employment obligations(3) . . . . . . . .
—
Purchase obligations(4) . . . . . . . . . . .

593,016
19,864
5,925
30,246

93,570
3,392
1,670
26,695

91,035
2,452
—
—

92,303
2,626
—
1,200

91,669
2,440
—
—

93,021
3,125
4,255
2,351

Total contractual obligations . . . . . . $1,849,051 $135,327 $112,752 $106,129 $104,109 $103,487 $1,287,247

(1) We are required to make principal payments of 2% annually under the Term Loans and may also be required to
make an excess cash flow payment that is based on full year end earnings and our leverage ratio in effect at that
time. The above table does not reflect any amounts related to excess cash flow payments.

(2) Estimated interest payments were computed using the interest rate in effect at December 31, 2014 multiplied by
the principal balance outstanding after scheduled principal amortization payments. For the Credit Facilities, the
weighted average rate assumed was approximately 8.0% until 2021 when the weighted average rate would
increase to approximately 9.6%.

(3) We maintain employment contracts for certain members of our executive management. These agreements
require us to provide compensation to these individuals upon their employment and, if applicable, upon
termination of their employment.

(4)

Included in purchase obligations are minimum transaction processing services from various third-party processors
used by us as well as open gaming purchase orders.

Deferred Tax Asset

We recognized a deferred tax asset upon its 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 $687.4 million that was generated as part of the conversion to a corporation plus
approximately $97.6 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 accounting purposes. This asset is amortized
over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes
than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 36.3%, this
results in tax payments being approximately $19.0 million less than the annual provision for income taxes
shown on the income statement for financial accounting purposes, or the amount of the annual provision,
if less. There is an expected aggregate of $82.3 million in cash savings over the remaining life of the portion
of the deferred tax asset related to the conversion. This deferred tax asset may be subject to certain
limitations. We believe that it is more likely than not that it will be able to utilize the deferred tax asset.
However, the utilization of this tax asset is subject to many factors including our earnings, a change of
control of the Company and future earnings.

Other Liquidity Needs and Resources

We 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 expected to be retained by GCA Canada. As we expand our cash access
business 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.

Off-Balance Sheet Arrangements

We have a Contract Cash Solutions Agreement with Wells Fargo that allows us to use funds owned by
Wells Fargo to provide the currency needed for normal operating requirements for our ATMs. For the use
of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized
multiplied by a contractually defined cash usage rate. Under this agreement, all currency supplied by Wells
Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo
obtains an interest in the corresponding settlement receivable. As the cash is never an asset of our,
supplied cash is not reflected on our balance sheet. The outstanding balances of ATM cash utilized by the
Company from Wells Fargo were $396.3 million, $427.1 million and $360.4 million as of December 31,
2014, 2013 and 2012, respectively.

In June 2012, the Company and Wells Fargo amended the Contract Cash Solutions Agreement to increase
the maximum amount of cash to be provided to the Company from $400.0 million to $500.0 million, and
the initial term of the Contract Cash Solutions Agreement was extended from November 30, 2013 until
November 30, 2014. In November 2013, the parties entered into another amendment to the Contract Cash
Solutions Agreement to extend the term one year until November 30, 2015.

Under the terms of the Contract Cash Solutions Agreement, we pay 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 exposed to interest rate risk to the extent that the applicable LIBOR increases. The cash
usage fees incurred by the Company, reflected as interest expense within the consolidated statements of
income and comprehensive income, were $2.3 million, $2.2 million and $3.1 million for the years ended
December 31, 2014, 2013 and 2012, respectively.

We are responsible for any losses of cash in the ATMs under our agreement with Wells Fargo and we
self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended
December 31, 2014 and 2013.

Effects of Inflation

Our monetary assets, consisting primarily of cash. receivables, inventory and our non-monetary assets,
consisting primarily of the deferred tax asset, goodwill and other intangible assets, are not significantly
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 Payments and Games products and services to gaming establishments
and their patrons.

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,
but continues to evaluate such foreign currency translation risk exposure.

Wells Fargo supplies us with currency needed for normal operating requirements of our domestic
ATMs pursuant to the Contract Cash Solutions Agreement. Under the terms of this agreement, we pay a
monthly cash usage fee based upon the product of the average daily dollars outstanding in all such
ATMs multiplied by a margin that is tied to LIBOR. We are, therefore, exposed to interest rate risk to the
extent that the applicable LIBOR increases. As of December 31, 2014, the currency supplied by Wells
Fargo was $396.3 million. Based upon this outstanding amount of currency supplied by Wells Fargo, each
1% increase in the applicable LIBOR would have a $4.0 million impact on income before taxes over a
12-month period. Foreign gaming establishments supply the currency needs for the ATMs located on their
premises.

The Credit Facilities bear interest at rates that can vary over time. We have the option of having interest on
the outstanding amounts under the Credit Facilities paid based on a base rate or based on LIBOR and we
have historically elected to pay interest based on LIBOR, and we expect to continue to pay interest based
on LIBOR of various maturities. The weighted average interest rate on the Credit Facilities was
approximately 6.25% for the year ended December 31, 2014. Based upon the outstanding balance on the
Credit Facilities of $500 million as of December 31, 2014, each 1% increase in the applicable LIBOR
would have a $5.0 million impact on interest expense over a 12-month period. The interest rates on the
notes are fixed and therefore an increase in LIBOR does not impact the interest expense associated with
the notes.

Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income and Comprehensive Income for the three years ended

December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the three years ended December 31, 2014 . . . . . . . . . .
Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2014 . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

67
68
69
70
71

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, 2014 and 2013, 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, 2014. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the 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 as of December 31, 2014 and 2013, and the
results of their operations and their cash flows for each of the three years in the period ended
December 31, 2014, 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 Company’s internal control over financial reporting as of December 31, 2014,
based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2015 expressed
an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, NV
March 16, 2015

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except earnings per share amounts)

Year Ended December 31,

2014

2013

2012

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$593,053

$582,444

$584,486

Costs and expenses

Cost of revenues (exclusive of depreciation and amortization) . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

440,071
95,452
804
8,745
14,199

439,794
76,562
—
7,350
9,588

436,059
75,806
—
6,843
9,796

Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

559,271

533,294

528,504

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,782

49,150

55,982

Other expenses

Interest expense, net of interest income . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt

Total other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income from operations before tax . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,756
2,725

13,481

20,301
8,161

12,140
(1,258)

10,265
—

10,265

38,885
14,487

24,398
269

15,519
—

15,519

40,463
14,774

25,689
218

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 10,882

$ 24,667

$ 25,907

Earnings per share

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.18

0.37

0.36

0.39

0.38

Weighted average common shares outstanding

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65,780

66,863

66,014

67,205

65,933

67,337

See notes to consolidated financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

At December 31,

2014

2013

Current assets

ASSETS

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade receivables, net of allowances for doubtful accounts of $2.8 million for both periods . . . . . . . . .
Other receivables
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89,095
43,288
37,697
20,553
27,163
18,988
9,591

$ 114,254
38,265
11,658
4,605
9,413
16,674
3,102

Total current assets

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

246,375

197,971

Non-current assets

Property, equipment and leasehold improvements, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net
Other receivables, non-current
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, non-current

106,085
857,913
436,785
9,184
—
50,943

18,710
180,084
31,535
699
87,942
10,386

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,460,910

329,356

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,707,285

$ 527,327

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Settlement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 119,157
104,668
10,000

$ 145,022
53,601
1,030

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

233,825

199,653

Non-current liabilities

Deferred tax liability, non-current
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57,333
1,178,787
5,867

—
101,970
7,100

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,241,987

109,070

Total liabilities

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,475,812

308,723

Commitments and Contingencies (Note 14)

Stockholders’ Equity

Common stock, $0.001 par value, 500,000 shares authorized and 90,405 and 89,233 shares issued at

December 31, 2014 and December 31, 2013, respectively

. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at

December 31, 2014 and December 31, 2013, respectively

. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock, at cost, 24,816 and 23,303 shares at December 31, 2014 and December 31, 2013,

—
245,682
160,152
1,569

—
231,516
148,012
2,827

respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(176,020)

(163,840)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

231,473

218,604

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,707,285

$ 527,327

See notes to consolidated financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,

2014

2013

2012

Cash flows from operating activities

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to cash provided by operating

12,140

$ 24,398

$ 25,689

activities:
Amortization & depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-cash items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:

Settlement receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities . . . . . . . . . . . . . . . . .

22,944
2,035
8,991
3,129
2,725
8,876
337

(5,156)
(12,256)
(850)
904
6,613
(25,523)
(378)

24,531

17,116
1,793
7,874
—
—
5,078
—

(8,793)
(13,335)
(2,286)
(9,482)
13,643
(37,200)
5,528

16,734
1,485
5,182
—
—
6,655
—

50,823
1,196
134
(3,425)
14,376
40,530
(1,891)

4,334

157,488

Cash flows from investing activities

Acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments under development agreements . . . . . . . . . . . . . . . . . . . .
Changes in restricted cash and cash equivalents . . . . . . . . . . . . . . . . .

(1,068,000)
(18,021)
276
(102)

—
(13,900)
—
(90)

—
(12,786)
—
255

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . .

(1,085,847)

(13,990)

(12,531)

Cash flows from financing activities

Repayments against old credit facility . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(103,000)
1,200,000
(52,735)
5,338
(12,180)

(18,500)
—
(764)
8,431
(18,350)

(52,500)
—
(676)
6,655
(262)

Net cash provided by/(used in) financing activities . . . . . . . . . .

1,037,423

(29,183)

(46,783)

Effect of exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,266)

(689)

Cash and cash equivalents

Net (decrease)/increase for the period . . . . . . . . . . . . . . . . . . . . . . . .
Balance, beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(25,159)
114,254

(38,766)
153,020

97,485
55,535

Balance, end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplemental cash disclosures

Cash paid for interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for income tax, net of refunds . . . . . . . . . . . . . . . . . . . . . .

Supplemental non-cash disclosures

Non-cash tenant improvements paid by landlord . . . . . . . . . . . . . . . . .
Accrued and unpaid capital expenditures . . . . . . . . . . . . . . . . . . . . . .
Accrued and unpaid contingent liability for NEWave acquisition . . . . . .

$
$

$
$
$

89,095

$114,254

$153,020

59,274
962

$ 8,634
711
$

$ 15,494
665
$

— $ 2,930
$ 1,073
731
$
2,463

$
$
— $

—
—
—

See notes to consolidated financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Common Stock—
Series A

Number of
Shares

Amount

Additional
Paid-in
Capital

Accumulated
Other

Retained Comprehensive
Earnings

Income

Treasury
Stock

Total
Equity

Balance, December 31, 2011 . . . .

85,651

$86

$204,735 $ 97,925

$ 2,340

$(145,228) $159,858

Net income . . . . . . . . . . . . . .
Foreign currency translation . .
Stock-based compensation

expense . . . . . . . . . . . . . . .
Exercise of options . . . . . . . . .
Restricted share vesting

withholdings . . . . . . . . . . . .
Restricted shares vested . . . . .

—
—

—
1,726

—
168

Balance, December 31, 2012 . . . .

87,545

Net income . . . . . . . . . . . . . .
Foreign currency translation . .
Stock-based compensation

expense . . . . . . . . . . . . . . .
Exercise of options . . . . . . . . .
Treasury share repurchases . . .
Restricted share vesting

withholdings . . . . . . . . . . . .
Restricted shares vested . . . . .

—
—

—
1,618
—

—
70

Balance, December 31, 2013 . . . .

89,233

Net income . . . . . . . . . . . . . .
Foreign currency translation . .
Stock-based compensation

expense . . . . . . . . . . . . . . .
Exercise of options . . . . . . . . .
Treasury share repurchases . . .
Restricted share vesting

withholdings . . . . . . . . . . . .
Restricted shares vested . . . . .

—
—

—
971
—

—
201

—
—

—
1

—
—

—
2
—

—
—

—
1
—

—
—

— 25,689
—
—

6,655
6,600

—
—

—
218

—
—

— 25,689
218
—

—
—

6,655
6,601

(262)
—

217,990

123,614

2,558

(145,490) 198,759

— 24,398
—
—

5,078
8,448
—

—
—

—
—
—

—
—

—
269

—
—
—

—
—

— 24,398
269
—

—
—
(18,241)

5,078
8,450
(18,241)

(109)
—

231,516

148,012

2,827

(163,840) 218,604

— 12,140
—
—

—
(1,258)

— 12,140
— (1,258)

8,876
5,290
—

—
—

—
—
—

—
—

—
—
—

—
—

—
—
(11,721)

8,876
5,291
(11,721)

(459)
—

Balance, December 31, 2014 . . . .

90,405

$90

$245,682 $160,152

$ 1,569

$(176,020) $231,473

See notes to consolidated financial statements.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND BASIS OF PRESENTATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

All intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

We apply the provisions of the Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards
Codification (‘‘ASC 805’’), ‘‘Business Combinations’’, in the accounting for acquisitions. It requires us to
recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date
fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over
the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant
estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition
date as well as contingent consideration, where applicable. These estimates are preliminary and typically
include the calculation of an appropriate discount rate and projection of the cash flows associated with
each acquired asset over its estimated useful life. As a result, during the measurement period, which may
be up to one year from the acquisition date, the Company may record adjustments to the assets acquired
and liabilities assumed with the corresponding offset to goodwill. In addition, deferred tax assets, deferred
tax liabilities, uncertain tax positions and tax related valuation allowances assumed in connection with a
business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly
based upon facts and circumstances that existed as of the acquisition date and any adjustments to its
preliminary estimates are recorded to goodwill if identified within the measurement period. Upon the
conclusion of the measurement period or final determination of the values of assets acquired or liabilities
assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements
of operations.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Acquisition-related Costs

We recognize a liability for acquisition-related costs when the liability is incurred. Acquisition-related costs
include financial advisory, legal and debt fees; accounting, consulting, and professional fees associated with
due diligence, valuation and integration; severance; and other related costs and adjustments.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all balances on deposit in banks and financial institutions. We
consider all highly liquid investments with maturities of three months or less at the time of purchase to be
cash and cash equivalents. Such balances generally exceed the federal insurance limits. However, we
periodically evaluate the creditworthiness of these institutions to minimize risk.

ATM Funding Agreements

We obtain all of the cash required to operate our ATMs through various ATM Funding Agreements. Some
gaming establishments provide the cash utilized within the ATM (‘‘Site-Funded’’). The Site-Funded
receivables generated for the amount of cash dispensed from transactions performed at our ATMs are
owned by us and we are liable to the gaming establishment for the face amount of the cash dispensed. In
the consolidated balance sheets, the amount of the receivable for transactions processed on these ATM
transactions is included within settlement receivables and the amount due to the gaming establishment for
the face amount of dispensing transactions is included within settlement liabilities.

For the Non-Site-Funded locations, our Contract Cash Solutions Agreement with Wells Fargo allows us to
use funds owned by Wells Fargo to provide the currency needed for normal operating requirements for our
ATMs. For the use of these funds, we pay Wells Fargo a cash usage fee on the average daily balance of
funds utilized multiplied by a contractually defined cash usage rate. Under this agreement, all currency
supplied by Wells Fargo remains the sole property of Wells Fargo at all times until it is dispensed, at which
time Wells Fargo obtains an interest in the corresponding settlement receivable. As the cash is never an
asset of ours, supplied cash is not reflected on our balance sheet. 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
and comprehensive income. We recognize 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.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts related to our trade and other receivables and notes
receivable that have been deemed to have a high risk of uncollectibility. Management reviews its accounts
and notes receivable on a quarterly basis to determine if any receivables will potentially be uncollectible.
Management analyzes historical collection trends and changes in our customer payment patterns, customer
concentration, and creditworthiness when evaluating the adequacy of our allowance for doubtful accounts.
In our overall allowance for doubtful accounts we include any receivable balances for which uncertainty
exists as to whether the account balance has become uncollectible. Based on the information available,
management believes the allowance for doubtful accounts is adequate; however, actual write-offs may
exceed the recorded allowance.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Settlement Receivables and Settlement Liabilities

In the credit card cash access and POS debit card cash access transactions provided by us, the gaming
establishment is reimbursed for the cash disbursed to gaming patrons through the issuance of a negotiable
instrument or through electronic settlement. We receive reimbursement from the patron’s credit or debit
card issuer for the transaction in an amount equal to the amount owing 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 amounts owed to gaming establishments are included within settlement
liabilities on the consolidated balance sheets.

Warranty Receivables

If a gaming establishment chooses to have a check warranted, it sends a request to our third party check
warranty service provider, asking whether it would be willing to accept the risk of cashing the check. If the
check warranty provider accepts the risk and warrants the check, the gaming establishment negotiates the
patron’s check by providing cash for the face amount of the check. If the check is dishonored by the
patron’s bank upon presentment, the gaming establishment invokes the warranty, and the check warranty
service provider purchases the check from the gaming establishment for the full check amount and then
pursues collection activities on its own. In our Central Credit Check Warranty product under our
agreement with the third party service provider, we receive all of the check warranty revenue. We are
exposed to risk for the losses associated with any warranted items that cannot be collected from patrons
issuing the items. Warranty receivables are defined as any amounts paid by the third party check warranty
service provider to gaming establishments to purchase dishonored checks. Additionally, we pay a fee to the
third party check warranty service provider for its services.

The warranty receivables amount is recorded in other receivables, net on our consolidated balance sheets.
On a monthly basis, the Company evaluates the collectability of the outstanding balances and establishes a
reserve for the face amount of the expected losses on these receivables. The warranty expense associated
with this reserve is included within cost of revenues (exclusive of depreciation and amortization) on our
consolidated statements of income and comprehensive income.

Inventory

We currently maintain separate inventories for our Payments and Games products. Our Payments related
inventory primarily consists of parts as well as finished goods and work-in-progress and is stated at the
lower of cost or market accounted for using the average cost method. Our Games related inventory
primarily consists of component parts, completed player terminals and back-office computer equipment
and is stated at fair value as a result of the Merger. However, our games segment historically accounted for
inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of materials,
labor, overhead and freight.

Property, Equipment and Leased Assets

Property, equipment and leased gaming equipment 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. Player terminals and related components and equipment are
included in our rental pool. The rental pool can be further delineated as ‘‘rental pool—deployed,’’ which
consists of assets deployed at customer sites under participation arrangements, and ‘‘rental pool—

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

undeployed,’’ which consists of assets held by us that are available for customer use. Rental pool—
undeployed consists of both new units awaiting deployment to a customer site and previously deployed
units currently back with us to be refurbished awaiting re-deployment. Routine maintenance of property,
equipment and leased gaming equipment is expensed in the period incurred, while major component
upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales
and retirements of depreciable property are recorded by removing the related cost and accumulated
depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in our
consolidated statements of income and comprehensive income.

Property, equipment and leased gaming equipment 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 asset’s carrying value. There was no material impairment
for any of our property, equipment, or leasehold improvements for the years ended December 31, 2014,
2013 and 2012.

Development and Placement Fee Agreements

We enter into development and placement fee agreements to provide financing for new gaming facilities or
for the expansion of existing facilities. All or a portion of the funds provided under development
agreements are reimbursed to us, while funds provided under placement fee agreements are not
reimbursed. In return, the facility dedicates a percentage of its floor space to placement of our player
terminals, and we receive a fixed percentage of those player terminals’ hold per day over the term of the
agreement which is generally for 12 to 83 months. Certain of the agreements contain player terminal
performance standards that could allow the facility to reduce a portion of our guaranteed floor space. In
addition, certain development agreements allow the facilities to buy out floor space after advances that are
subject to repayment have been repaid. The agreements typically provide for a portion of the amounts
retained by the gaming facility for their share of the operating profits of the facility to be used to repay
some or all of the advances recorded as notes receivable.

Goodwill

Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets
acquired plus liabilities assumed arising from business combinations. We test for impairment annually on a
reporting unit basis, at the beginning of our fourth fiscal quarter, or more often under certain
circumstances. The annual impairment test is completed using either: a qualitative Step 0 assessment based
on reviewing relevant events and circumstances; or a quantitative Step 1 assessment, which determines the
fair value of the reporting unit, using an income approach that discounts future cash flows based on the
estimated future results of our reporting units and a market approach that compares market multiples of
comparable companies to determine whether or not any impairment exists. If the fair value of a reporting
unit is less than its carrying amount, we use the Step 2 assessment to determine the impairment. Our
reporting units are identified as operating segments or one level below an operating segment. Reporting
units must: (a) engage in business activities from which they earn revenues and incur expenses; (b) have
operating results that are regularly reviewed by our chief operating decision maker to ascertain the
resources to be allocated to the segment and assess its performance; and (c) have discrete financial
information available. As of December 31, 2014, our reporting units included: Cash Advance, ATM, Check
Services, Games, Fully Integrated Kiosk Sales and Services, Central Credit, and Anti-Money Laundering

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Tax Compliance Software. Our goodwill was not impaired for the years ended December 31, 2014,
2013 and 2012.

Other Intangible Assets

Other intangible assets consist primarily of: (a) customer contracts (rights to provide Payments and Games
services to gaming establishment customers), developed technology, trade names and trademarks and
contract rights acquired through business combinations; (b) capitalized software development costs; and
(c) the acquisition cost of our patent related to the 3-in-1 rollover technology acquired in 2005. Customer
contracts require us to make renewal assumptions, which impact the estimated useful lives of such assets.
Capitalized software development costs require us to make certain judgments as to the stages of
development and costs eligible for capitalization. Capitalized software costs placed in service are amortized
over their useful lives, generally not to exceed five years. The acquisition cost of the 3-in-1 Rollover patent
is being amortized over the term of the patent, which expires in 2018. We review intangible assets whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the
underlying business or market price of the asset, a significant adverse change in legal factors or business
climate that could affect the value of an asset, or a current period operating or cash flow loss combined
with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and
liabilities. Recoverability of intangible assets is measured by a comparison of the carrying amount of the
asset to future, net cash flows expected to be generated by the asset, undiscounted and without interest. If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets. For the year ended
December 31, 2014, we recognized $3.1 million of impairment on our other intangible assets. There was no
impairment for any of our other intangible assets for the years ended December 31, 2013 and 2012.

Debt Issuance Costs

Debt issuance costs incurred in connection with long-term borrowings are capitalized and amortized to
interest expense based upon the related debt agreements using the straight-line method, which
approximates the effective interest method. Debt issuance costs are included in other assets on the
consolidated balance sheets.

Original Issue Discounts

Original issue discounts incurred in connection with long-term borrowings are capitalized and amortized to
interest expense based upon the related debt agreements using the straight-line method, which
approximates the effective interest method. These amounts are recorded as contra-liabilities and included
in long-term debt on the consolidated balance sheets.

Deferred Revenue

Deferred revenue represents amounts from the sale of fully integrated kiosks and related service contracts,
anti-money laundering and tax compliance software, and gaming equipment and systems that have been
billed, or for which notes receivable have been executed, but which transaction has not met our revenue
recognition criteria. The cost of the fully integrated kiosks and related service contracts, anti-money

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

laundering and tax compliance software, and gaming equipment and systems is deferred and recorded at
the time revenue is recognized. Amounts are classified between current and long-term liabilities, based
upon the expected period in which the revenue will be recognized.

Revenue Recognition

Overall

We recognize revenue when evidence of an arrangement exists, services have been rendered or goods have
been delivered, the price is fixed or determinable and collectability is reasonably assured. We evaluate our
revenue streams for proper timing of revenue recognition.

Payments Revenues

Games Revenues

Games revenues are primarily generated by our gaming operations under development, placement, and
participation arrangements in which we provide our customers with player terminals, player terminal-
content licenses and back-office equipment, collectively referred to herein as leased gaming equipment.
Under these arrangements, we retain ownership of the leased gaming equipment installed at customer
facilities, and we receive revenue based on a percentage of the net win per day generated by the leased
gaming equipment or a fixed daily fee based on the number of player terminals installed at the facility.
Revenue from lease participation or daily fee arrangements are considered both realizable and earned at
the end of each gaming day.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equipment and Systems Revenues

The majority of our multiple element sales contracts are for some combination of gaming equipment,
player terminals, content, system software, license fees, ancillary equipment and maintenance.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

equipment. If elements that are not essential to the functionality of the player terminals are shipped after
the unit, such as signage, chairs, or bases, these items would be classified as deferred revenue until shipped
or delivered.

Cost of Revenues (exclusive of depreciation and amortization)

The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to
perform revenue generating transactions. The 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, inventory and
related costs associated with the sale of our fully integrated kiosks, electronic gaming machines and system
sales, check cashing warranties, field service and network operations personnel.

Advertising, Marketing and Promotional Costs

We expense advertising, marketing and promotional costs as incurred. Total advertising, marketing and
promotional costs, included in operating expenses in the consolidated statements of income and
comprehensive income, were $1.1 million, $0.7 million and $0.7 million for the years ended December 31,
2014, 2013 and 2012, respectively.

Research and Development Costs

We conduct research and development activities primarily to develop new gaming systems, gaming engines,
casino data management systems, casino central monitoring systems, video lottery outcome determination
systems, gaming platforms, and gaming content and to add enhancements to our existing product lines. We
believe our ability to deliver differentiated, appealing products and services to the marketplace is based in
our research and development investments, and we expect to continue to make such investments in the
future. These research and development costs consist primarily of salaries and benefits, consulting fees,
game lab testing fees, and an allocation of corporate facilities costs related to these activities. Once the
technological feasibility of a project has been established, it is transferred from research to development,
and capitalization of development costs begins until the product is available for general release.

Research and development costs were $0.8 million for the year ended December 31, 2014. As research and
development costs relate to our Games segment which was acquired in 2014, there were no material
research and development costs for the years ended December 31, 2013 and 2012.

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
management’s 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 the consolidated financial statements in the same year. The tax effect of such temporary differences is
reported as deferred income taxes.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Employee Benefits Plan

We have a retirement savings plan (the ‘‘401(k) Plan’’) under Section 401(k) of the Internal Revenue Code
covering our 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, we match 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 $0.3 million for the years ended December 31, 2014, 2013 and 2012,
respectively.

Fair Values of Financial Instruments

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

In determining fair value, we use a hierarchy that includes three levels which are based on the extent to
which inputs used in measuring fair value are observable in the market. 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.

The carrying amount of cash and cash equivalents, settlement receivables, trade receivables, other
receivables, settlement liabilities, accounts payable and accrued expenses approximates fair value due to
the short-term maturities of these instruments. The fair value of our borrowings are estimated based on
various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity
and similar instruments trading in more active markets.

As of December 31, 2014, the fair value of our long-term debt was considered to approximate the carrying
amount of each instrument since the Merger occurred on December 19, 2014. As of December 31, 2013,
the fair value of our Prior Credit Facility was approximately $104.0 million as compared to a carrying
amount of $103.0 million using a Level 2 input.

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 and comprehensive income. Translation
adjustments on intercompany balances of a long-term investment nature are recorded as a component of
accumulated other comprehensive income on our consolidated balance sheets.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

We have made estimates and judgments affecting the amounts reported in these financial statements and
the accompanying notes. The actual results may differ from these estimates. These accounting estimates
incorporated into the consolidated financial statements include, but are not limited to:

(cid:127) the estimates and assumptions related to the preparation of the unaudited pro forma financial

information contained herein;

(cid:127) the estimates and assumptions related to the preliminary purchase price allocation based on the
estimated fair values of the assets acquired and liabilities assumed of Multimedia Games as of the date
of Merger and the acquisition of NEWave;

(cid:127) the estimated reserve for warranty expense associated with our check warranty receivables;

(cid:127) the valuation and recognition of share-based compensation;

(cid:127) the valuation allowance on our deferred income tax assets;

(cid:127) the estimated cash flows in assessing the recoverability of long-lived assets;

(cid:127) the estimates of future operating performance, weighted average cost of capital (‘‘WACC’’) and growth
rates as well as other factors used in our annual goodwill and other intangible assets impairment
evaluations;

(cid:127) the renewal assumptions used for customer contracts to estimate the useful lives of such assets; and

(cid:127) the judgments used to determine the stages of development and costs eligible for capitalization as

internally developed software.

Earnings Applicable to Common Stock

Basic earnings per share is calculated by dividing net income by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock
resulting from assumed stock option exercises and vesting of restricted stock.

Share-Based Compensation

Share-based payment awards result in a cost that is measured at fair value on the award’s grant date. Our
time-based stock options, including our cliff vesting time-based awards, expected to be exercised currently,
and in future periods, were measured at fair value on the grant date using the Black Scholes model. Our
restricted stock awards expected to be vested currently, and in future periods, were measured at fair value
based on the stock price on the grant date. The compensation expense is recognized on a straight-line basis
over the awards’ vesting periods.

Our market-based stock options will vest if our average stock price in any period of 30 consecutive trading
days meets certain target prices during a four year period that commenced on the grant date of these
options. If these target prices are not met during the four year period, the unvested shares underlying the
options will terminate except if there is a change in control of the Company as defined in the 2014 Equity
Incentive Plan, in which case, the unvested shares underlying such options shall become fully vested on the
effective date of such change in control transaction. The options were measured at fair value on the grant
date using a lattice-based valuation model based on the median time horizon from the date of grant for
these options to the vesting date for those paths that achieved the target threshold(s). The compensation
expense is recognized on a straight-line basis over the median vesting periods calculated under such
valuation model.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Forfeitures are estimated at the grant date for our time-based and market-based awards, with such
estimates updated periodically; and with actual forfeitures recognized currently to the extent they differ
from the estimates. Unless otherwise provided by the administrator of our equity incentive plans, stock
options granted under our plans generally expire ten years from the date of grant. The exercise price of
stock options is generally the closing market price of our common stock on the date of the stock option
grant.

Reclassification of Prior Year Balances

Reclassifications were made to the prior-period financial statements to conform to the current period
presentation. We classified our balance sheet for short-term and long-term assets and liabilities as a result
of the Merger.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

Recent Accounting Guidance Not Yet Adopted

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

3. BUSINESS COMBINATIONS

We account for business combinations in accordance with the accounting standards, which require that the
assets acquired and liabilities assumed be recorded at their estimated fair values.

NEWave, Inc.

In April 2014, we acquired all of the outstanding capital stock of NEWave, Inc., (‘‘NEWave’’) for an
aggregate purchase price of approximately $14.9 million, of which approximately $2.5 million is expected to
be paid in April 2015. NEWave is a supplier of compliance, audit and data efficiency software to the
gaming industry.

We have not provided the supplemental pro forma impact of the NEWave acquisition on the revenue and
earnings of the combined entity as if the acquisition date had been January 1, 2013, and the amount of
revenue and earnings derived from NEWave have not been presented on a supplemental basis as such
amounts are not material for the twelve months ended December 31, 2014 and 2013, respectively.

Multimedia Games Holding Company, Inc.

On December 19, 2014, Holdings completed its acquisition of Multimedia Games. Pursuant to the terms of
the Agreement and Plan of Merger, dated as of September 8, 2014 (the ‘‘Merger Agreement’’), by and
among Holdings, Movie Merger Sub, Inc., a wholly owned subsidiary of Holdings (‘‘Merger Sub’’), and
Multimedia Games, Merger Sub merged with and into Multimedia Games, with Multimedia Games
continuing as the surviving corporation (the ‘‘Merger’’). In the Merger, Multimedia Games became a
wholly owned subsidiary of Holdings. Also, as a result of the Merger, each outstanding share of common
stock, par value $0.01 per share, of Multimedia Games, other than shares held by Holdings, Multimedia
Games, Merger Sub or their respective subsidiaries, was cancelled and converted into the right to receive
$36.50 in cash, without interest (‘‘Merger Consideration’’), together with the acceleration and full vesting
of Multimedia equity awards, (collectively, the ‘‘Total Merger Consideration’’).

Our combination with Multimedia Games creates a provider of Payments and Games solutions for our
gaming establishment customers. The business combination provides us with: (a) growth opportunities,
(b) enhanced scale, diversification and margins, and (c) the ability to increase profitability through cost
synergies.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS COMBINATIONS (Continued)

The total purchase consideration for Multimedia Games was as follows (in thousands, except per share
amounts):

Amount

Purchase consideration

Total purchase price for Multimedia Games common stock (29,948

shares at $36.50 per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.

Payment in respect to Multimedia Games outstanding equity awards

$1,093,105
56,284

Total merger consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,149,389

Repayments of Multimedia Games debt and other obligations . . . . . .
Less: Multimedia Games outstanding cash at acquisition date . . . . . . .

25,065
(118,299)

Total purchase consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,056,155

The Merger was accounted for using the acquisition method of accounting, which requires, among other
things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the
acquisition date. The excess of the purchase price over those fair values was recorded as goodwill, none of
which is deductible for tax purposes. The goodwill recognized is attributable primarily to the income
potential from Multimedia Games penetrating into the Class III commercial casino market, the assembled
workforce of Multimedia Games and expected synergies.

The estimates and assumptions used include the projected timing and amount of future cash flows and
discount rates reflecting risk inherent in the future cash flows. The estimated fair values of Multimedia’s
assets acquired and liabilities assumed and resulting goodwill are subject to adjustment as the Company
finalizes its fair value analysis. The significant items for which a final fair value has not been determined as
of the filing of this Annual Report on Form 10-K include accrued liabilities, the valuation and estimated
useful lives of tangible and intangible assets and deferred income taxes. We expect to complete our fair
value determinations no later than the fourth quarter of 2015. We do not expect our fair value
determinations to materially change; however, there may be differences compared to those amounts at
December 31, 2014 as we finalize our fair value analysis.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS COMBINATIONS (Continued)

The information below reflects the preliminary purchase price allocation (in thousands):

Purchase price allocation

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, equipment and leasehold improvements, net . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivables, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, long-term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax asset, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

68,548
87,283
669,542
403,300
5,030
3,392
22,287

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,259,382

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liability, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued expenses and liabilities . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

44,291
158,418
518

203,227

Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,056,155

Trade receivables acquired of $24.7 million were considered to be collectible and therefore the carrying
amounts were considered to approximate fair value. Inventory acquired of $16.5 million was fair valued
based on model-based valuations for which inputs and value drivers were observable.

The following table summarizes acquired tangible assets (in thousands):

Property, Equipment and Leased Assets

Useful Life
(years)

Estimated
Fair Value

. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gaming equipment
Leasehold and building improvements . . . . . . . . . . . . . . . Lease Term
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3 - 5
2 - 7

2 - 4

Total property, equipment and leased assets . . . . . . . . .

$78,201
2,105
4,126
2,851

$87,283

The fair value of property, equipment and leased assets was determined using the cost approach as the
primary approach for valuing the majority of the personal property. The market approach was used to
estimate the value of vehicles. The income approach was used to quantify any economic obsolescence that
may be present in the personal property. No economic obsolescence adjustments were made to the
personal property, as the business enterprise valuation indicated sufficient cash flows to support the values
established through the cost and market approaches.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS COMBINATIONS (Continued)

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

Useful Life
(years)

Estimated
Fair Value

Other intangible assets

Tradenames and trademarks . . . . . . . . . . . . . . . . . . . . . . . .
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contract rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3 - 7
3 - 5
2 - 6
8 - 12
1 - 7

Total other intangible assets . . . . . . . . . . . . . . . . . . . . . .

$ 14,800
3,755
139,645
231,100
14,000

$403,300

The fair values of trade names and trademarks and developed technology were determined by applying the
income approach utilizing the relief from royalty methodology. The fair value of customer relationships
was determined by applying the income approach utilizing the excess earnings methodology. The fair value
of contract rights was considered to approximate the carrying amount based on contractual obligations
associated with these other intangible assets. The discount rates utilized to estimate the fair value of these
other intangible assets ranged from 10.0% to 11.0%.

GCA and Multimedia Games had different fiscal year ends. Accordingly, the unaudited pro forma
condensed combined statements of income for the year ended December 31, 2014 combined historical
GCA consolidated statement of income for its year ended December 31, 2014 with historical Multimedia
Games consolidated statement of operations for its year ended September 30, 2014, giving effect to the
Merger as if it had occurred on January 1, 2013. The unaudited pro forma condensed combined statements
of income for the year ended December 31, 2013 combined historical GCA consolidated statement of
income for its year ended December 31, 2013 with historical Multimedia Games consolidated statement of
operations for its year ended September 30, 2013, giving effect to the Merger as if it had occurred on
January 1, 2013.

The unaudited pro forma condensed combined financial information does not purport to represent the
results of operations of GCA that would have actually resulted had the Merger been completed as of the
dates indicated, nor should the information be taken as indicative of the future results of operations or
financial position of the combined company. The unaudited pro forma condensed combined financial
statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of
scale that GCA may achieve with respect to the combined operations of GCA and Multimedia Games. The
unaudited pro forma amounts include the historical operating results of the Company and Multimedia
Games prior to the Merger, with adjustments directly attributable to the Merger. The unaudited pro forma
results include increases to depreciation and amortization expense based on the purchased intangible
assets and the step-up in basis associated with tangible assets acquired and increases to interest expense,
related to debt issued to fund the Merger. Also reflected in the year ended December 31, 2014 are
adjustments for the impact of acquisition-related costs and other costs as a result of the Merger of
$27.4 million. There were no acquisition-related costs incurred for the year ended December 31, 2013. All
adjustments utilized an effective federal statutory tax rate of 35.0%.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS COMBINATIONS (Continued)

The following table reflects selected financial data from the unaudited pro forma consolidated financial
information assuming the Merger occurred as of January 1, 2013 (in thousands):

Year Ended
December 31,

2014

2013

Unaudited pro forma results of operations (in thousands,

except per share amounts)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$800,732
(5,083)
(0.08)
(0.08)

$771,810
(7,003)
(0.11)
(0.10)

The financial results for Multimedia Games included in the consolidated statements of operations since
the acquisition date of December 19, 2014 reflected revenues of approximately $7.4 million and net loss of
approximately $3.0 million, including acquisition-related costs of $1.3 million.

Through December 31, 2014, we expensed approximately $10.7 million of costs related to the acquisition
of Multimedia Games for financial advisory services, financing related fees, accounting and legal fees and
other transaction-related expenses and are included in the consolidated statements of income and
comprehensive income within operating expenses. These costs do not include any costs related to
additional site consolidation or rationalization that we might consider following the closing of the Merger.

4. ATM FUNDING AGREEMENTS

Wells Fargo Contract Cash Solutions Agreement

Our Contract Cash Solutions Agreement with Wells Fargo allows us to use funds owned by Wells Fargo to
provide the currency needed for normal operating requirements for our ATMs. For the use of these funds,
we pay Wells Fargo a cash usage fee on the average daily balance of funds utilized multiplied by a
contractually defined cash usage rate. Under this agreement, all currency supplied by Wells Fargo remains
the sole property of Wells Fargo at all times until it is dispensed, at which time Wells Fargo obtains an
interest in the corresponding settlement receivable. As the cash is never an asset of ours, supplied cash is
not reflected on our balance sheet.

In June 2012, we amended the Contract Cash Solutions Agreement with Wells Fargo to increase the
maximum amount of cash to be provided to us from $400.0 million to $500.0 million, and the initial term of
the Contract Cash Solutions Agreement has been extended from November 30, 2013 until November 30,
2015. The outstanding balances of ATM cash utilized by us from Wells Fargo were $396.3 million and
$427.1 million as of December 31, 2014 and 2013, respectively.

We are exposed to interest rate risk to the extent that the applicable LIBOR increases.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. ATM FUNDING AGREEMENTS (Continued)

Cash usage fees, reflected as interest expense within the consolidated statements of income and
comprehensive income, were $2.3 million, $2.2 million and $3.1 million for the years ended December 31,
2014, 2013 and 2012, respectively.

Site-Funded ATMs

We operate ATMs at certain customer gaming establishments where the gaming establishment provides
the cash required for the ATM operational needs. We are required to reimburse the customer for the
amount of cash dispensed from these Site-Funded ATMs. The Site-Funded ATM liability is included within
settlement liabilities in the accompanying consolidated balance sheets and was $69.3 million and
$68.9 million as of December 31, 2014 and 2013, respectively.

5. TRADE RECEIVABLES

Trade receivables represent short-term credit granted to customers for which collateral is generally not
required. The balance of trade receivables consists of outstanding balances owed to us by gaming
establishments. The balance of trade receivables consisted of the following (in thousands):

Trade receivables, net

Games trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kiosk trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty and other trade receivables . . . . . . . . . . . . . . . . . . .

$28,270
5,247
4,180

$ —
8,262
3,396

Total trade receivables, net . . . . . . . . . . . . . . . . . . . . . . . . .

$37,697

$11,658

At December 31,

2014

2013

The material balance of the allowance for doubtful accounts for trade receivables is from warranty
receivables. On a monthly basis, we evaluate the collectability of the outstanding balances and establish 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 and comprehensive income.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. TRADE RECEIVABLES (Continued)

A summary activity of the reserve for warranty losses is as follows (in thousands):

Amount

Balance, December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,756

Warranty expense provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge offs against reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,226
(5,074)

Balance, December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,908

Warranty expense provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge offs against reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,874
(12,005)

Balance, December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,777

Warranty expense provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charge offs against reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,029
(9,022)

Balance, December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,784

6. OTHER RECEIVABLES

Other receivables includes the balance of notes and loans receivable on our gaming and fully integrated
kiosk products as well as income taxes receivable and other miscellaneous receivables. The balance of
other receivables consisted of the following (in thousands):

At December 31,

2014

2013

Other receivables

Notes and loans receivable, net of discount of $853 and $0,

respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal and state income tax receivable . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$13,939
15,092
706

$3,249
16
2,039

Total other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

29,737

5,304

Less: Notes and loans receivable, non-current . . . . . . . . . . . . . .

9,184

699

Total other receivables, current portion . . . . . . . . . . . . . . . .

$20,553

$4,605

Notes receivable from development agreements are generated from reimbursable amounts advanced
under development agreements. The notes receivable from development agreements balance includes a
development agreement with the Chickasaw Nation for the Winstar Casino expansion entered into on
November 19, 2012.

On July 17, 2014, Multimedia Games entered into an agreement with Bee Caves Games, Inc. (‘‘Bee Caves
Games’’) under which Multimedia Games agreed to make a loan pursuant to a secured promissory note in
the amount of $4.5 million. In association with the promissory note, Multimedia Games received warrants
to purchase Bee Caves Games common stock, and recorded a discount to the note for the fair value of the
warrants received. The note, which bears interest at 7%, requires interest only payments for the first
24 months followed by repayments of principal and interest in 48 equal monthly installments.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. PREPAID AND OTHER ASSETS

Prepaid and other assets include the balance of prepaid expenses, deposits, debt issuance costs and other
assets. The short-term portion of these assets is included in prepaid and other assets and the long-term
portion is included in other assets, non-current.

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

Prepaid expenses and other assets

Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,163
8,781
3,044

$ 7,679
6,260
2,735

Total prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$18,988

$16,674

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

At December 31,

2014

2013

Other assets, non-current

Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and deposits, non-current
. . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$41,109
3,956
5,878

$ 4,081
1,320
4,985

Total other assets non-current . . . . . . . . . . . . . . . . . . . . . .

$50,943

$10,386

At December 31,

2014

2013

8. INVENTORY

We currently maintain separate inventories for our Payments and Games products. Our Payments related
inventory primarily consists of parts as well as finished goods and work-in-progress and is stated at the
lower of cost or market accounted for using the average cost method. Our Games related inventory
primarily consists of component parts, completed player terminals and back-office computer equipment
and is stated at fair value based as a result of the Merger. However, our Games segment historically
accounted for inventory at lower of cost (first in, first out) or market. The cost of inventory includes cost of
materials, labor, overhead and freight.

Inventory consisted of the following (in thousands):

At December 31,

2014

2013

Inventory

Raw materials and component parts, net of reserves of $22 and
$50, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$21,151
803
5,209

$7,147
1,504
762

Total inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$27,163

$9,413

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. DEVELOPMENT AND PLACEMENT FEE AGREEMENTS

We enter into development and placement fee agreements to provide financing for new gaming facilities or
for the expansion or improvement of existing facilities. All or a portion of the funds provided under
development agreements are reimbursed to us, while funding under placement fee agreements is not
reimbursed. In return for the fees under the agreements, the facility dedicates a percentage of its floor
space for the placement of our EGMs over the term of the agreement, which is generally for 12 to
83 months, and we receive a fixed percentage or flat fee of those machines’ hold per day. Certain of the
agreements contain EGM performance standards that could allow the facility to reduce a portion of our
guaranteed floor space.

In addition, certain development agreements allow the facilities to buy out floor space after advances that
are subject to repayment have been repaid. The development agreements typically provide for a portion of
the amounts retained by the gaming facility for their share of the operating profits of the facility to be used
to repay some or all of the advances recorded as notes receivable. Placement fees and amounts advanced
in excess of those to be reimbursed by the customer for real property and land improvements are allocated
to intangible assets and are generally amortized over the term of the contract, which is recorded as a
reduction of revenue generated from the gaming facility. In the past we have, and in the future, we may, by
mutual agreement, amend these contracts to reduce our floor space at the facilities. Any proceeds received
for the reduction of floor space is first applied against the intangible asset for that particular development
or placement fee agreement, if any, and the remaining net book value of the intangible asset is
prospectively amortized on a straight-line method over the remaining estimated useful life.

On November 19, 2012, Multimedia Games entered into a development agreement with the Chickasaw
Nation to assist with the expansion of the Winstar World Casino. As part of this agreement, Multimedia
Games received the right to 150 unit placements for a period of 68 months in exchange for a payment of
$6.5 million. The payment was made in two equal installments in November 2012 and January 2013.

On March 7, 2013, Multimedia Games paid a placement fee of approximately $2.0 million to the
Chickasaw Nation to extend the placement of 201 units in six casino locations across Oklahoma for an
additional term of 50 months.

Management reviews intangible assets related to development and placement fee agreements for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. There were no events or changes in circumstances during the period ended
December 31, 2014 that required an impairment charge to the carrying value of intangible assets recorded
in connection with these agreements.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. PROPERTY, EQUIPMENT AND LEASED ASSETS

Property, equipment and leased assets consist of the following (amounts in thousands):

At December 31, 2014

At December 31, 2013

Useful Life
(years)

Cost

Accumulated Net Book
Depreciation

Value

Cost

Accumulated Net Book
Depreciation

Value

Property, equipment and

leased assets
Rental pool—deployed . . .
Rental pool—undeployed . .
ATM equipment . . . . . . . .
Office, computer and other
equipment . . . . . . . . . . .

Leasehold and building

2 - 4
2 - 4
5

$ 70,295
10,562
23,572

876
151
16,543

$ 69,419 $ — $ — $ —
—
6,383

—
28,394

—
22,011

10,411
7,029

15,238

8,848

6,390

11,729

5,408

6,321

improvements . . . . . . . . Lease Term

Machinery and equipment .
Cash advance equipment . .
Other . . . . . . . . . . . . . . . .

3 - 5
3
2 - 5

6,289
3,395
3,372
2,772

895
34
1,873
189

5,394
3,361
1,499
2,583

6,362
—
3,178
—

1,268
—
2,266
—

5,094
—
912
—

Total . . . . . . . . . . . . . . .

$135,495

$29,410

$106,085 $49,663

$30,953

$18,710

11. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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

Cash Advance

ATM

Check Services

Games

Other

Total

Goodwill

Balance, December 31, 2012 .
Foreign translation

adjustment . . . . . . . . . . . .

Balance, December 31,

$100,937

$33,051

$23,281

(57)

—

2013 . . . . . . . . . . . . . . .

$100,880

$33,051

$23,281

— $22,872

$180,141

—

(57)

— $22,872

$180,084

Goodwill acquired during the
year . . . . . . . . . . . . . . . . .

Foreign translation

adjustment . . . . . . . . . . . .

Balance, December 31,

—

(62)

—

669,452

8,439

677,891

—

(62)

2014 . . . . . . . . . . . . . . .

$100,818

$33,051

$23,281

$669,452

$31,311

$857,913

In accordance with ASC 350, we test goodwill at the reporting unit level, which in certain cases may be a
component of an operating segment, 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. Our goodwill was not impaired as of December 31, 2014 and December 31, 2013 based
upon the results of our testing.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

Goodwill Testing

In performing the 2014 annual impairment test, we utilized the two-step approach prescribed under
ASC 350. The first step required 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 used 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 (‘‘DCF’’), 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 budgets are based on estimated future growth rates. We believe our assumptions are
consistent with the plans and estimates used to manage the underlying businesses. The discount rates,
which are intended to reflect the risks inherent in future 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 (‘‘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 unit’s 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 unit’s 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.

Key assumptions used in estimating fair value under the discounted cash flow approach included a
discount rate of: (a) 11.0% for the Cash Advance, ATM, Check Services and Central Credit reporting
units; (b) 11.5% for the Fully Integrated Kiosk Sales and Services reporting unit; and (c) 15.5%, for the
Anti-Money Laundering and Tax Compliance Software reporting unit. In addition, projected compound
average revenue growth rates of 0.0% to 4.0% and terminal value growth rates of 1.0% to 2.5% were used
in the analyses. The discounted cash flow analyses for our reporting units 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 0.0 to 5.2 times and multiples of EBITDA of 6.2 to 8.6 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

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

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.

We conducted our annual impairment test for our reporting units during the fourth quarter of 2014 and
2013 and no impairment was identified.

Other Intangible Assets

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

At December 31, 2014

At December 31, 2013

Useful Life
(years)

Cost

Accumulated Net Book
Amortization

Value

Cost

Accumulated Net Book
Amortization

Value

Intangible assets

Contract rights under

development and placement
fee agreements . . . . . . . . . .
Customer contracts . . . . . . . .
Customer relationships . . . . .
Developed technology . . . . . .
Computer software . . . . . . . .
Patents, trademarks and other

1 - 7
7 - 14
8 - 12
2 - 6
1 - 5
1 - 17

$ 14,000
43,938
231,100
140,289
34,128
27,856

301
29,931
733
1,571
13,033
8,957

$ 13,699 $ — $ — $ —
13,472
—
—
13,317
4,746

14,007
230,367
138,718
21,095
18,899

39,142
—
—
26,386
12,423

25,670
—
—
13,069
7,677

Total . . . . . . . . . . . . . . . . .

$491,311

$54,526

$436,785 $77,951

$46,416

$31,535

In the fourth quarter 2014, we evaluated our other intangible assets for potential impairment as part of our
review process. Our online payment processing intangible assets were identified for further testing. We
determined that these definite-lived intangible assets were potentially impaired primarily due to a
combination of the following factors: (a) legislative constraints at the state and federal level; (b) significant
changes in management; and (c) lower than anticipated operating results.

These definite-lived intangible assets were evaluated using an undiscounted cash flow approach to
determine if an impairment existed. As impairment was indicated based on the undiscounted cash flow
approach, we discounted the cash flows and applied probability factors to calculate the resulting fair values
and compared to the existing carrying value to determine the amount of impairment. The amount of
impairment was approximately $3.1 million. The revised cost basis of $1.6 million for our online payment
processing intangible asset will be amortized over an estimated remaining useful life of three years. These
assets have been valued using level 3 fair value inputs.

Amortization expense related to other intangible assets totaled approximately $14.2 million, $9.6 million
and $9.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. We capitalized and
placed into service $8.2 million, $5.1 million and $0.7 million of software development costs for the years
ended December 31, 2014, 2013 and 2012, respectively.

The total net book value of amortizable intangible assets was approximately $436.8 million at
December 31, 2014. The total net book value of amortizable intangible assets was approximately
$31.5 million at December 31, 2013.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

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

Anticipated amortization expense

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 91,651
85,757
47,522
36,559
35,392
139,904

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$436,785

12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

At December 31,

2014

2013

Accounts payable and accrued expenses

Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payroll and related expenses . . . . . . . . . . . . . . . . . . . . . . . .
Cash access processing and related expenses . . . . . . . . . . . . .
Deferred and unearned revenues . . . . . . . . . . . . . . . . . . . . .
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 48,962
10,889
4,414
8,016
3,195
3,387
25,805

$35,662
4,758
4,300
4,270
1,024
208
3,379

Total accounts payable and accrued expenses . . . . . . . . . .

$104,668

$53,601

13. LONG-TERM DEBT

The following table summarizes our indebtedness at December 31, (in thousands):

At December 31,

2014

2013

Long-term debt

— $103,000
—
—
—

500,000
350,000
350,000

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: original issue discount . . . . . . . . . . . . . . . . . . . . . . .

Total debt after discount . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .

Less: current portion of long-term debt

1,200,000
(11,213)

1,188,787
(10,000)

103,000
—

103,000
(1,030)

Long-term debt, less current portion . . . . . . . . . . . . . . .

$1,178,787

$101,970

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. LONG-TERM DEBT (Continued)

On December 19, 2014 and in connection with the Merger, we refinanced all of our indebtedness
outstanding under the Prior Credit Facilities with proceeds from the Credit Facilities and the Notes.

Credit Facilities

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. LONG-TERM DEBT (Continued)

assets or consolidate or merge with or into other companies; pay dividends or repurchase or redeem
capital stock; make certain investments; issue capital stock of subsidiaries; incur liens; prepay, redeem or
repurchase subordinated debt; and enter into certain types of transactions with our affiliates. The Credit
Agreement governing the Credit Facilities also requires Holdings, together with its subsidiaries, to comply
with a consolidated secured leverage ratio as well as an annual excess cash flow requirement.

Senior Notes

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. LONG-TERM DEBT (Continued)

consolidation or merger, or sell, transfer, lease or otherwise dispose of all or substantially all of our assets,
or create certain liens and other encumbrances on our assets.

We were in compliance with the covenants of the Notes as of December 31, 2014.

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. LONG-TERM DEBT (Continued)

Principal Repayments

The maturities of our borrowings at December 31, 2014 are as follows (in thousands):

Amount

Maturities of borrowings

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,000
10,000
10,000
10,000
10,000
1,150,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,200,000

14. COMMITMENTS AND CONTINGENCIES

Lease Obligations

We lease office facilities and operating equipment under cancelable and non-cancelable agreements. Total
rent expense was approximately $1.9 million, $1.8 million and $0.7 million for the years ended
December 31, 2014, 2013 and 2012, respectively.

In October 2012, we entered into a long-term lease agreement related to office space for our new
corporate headquarters located in Las Vegas, Nevada, which we occupied in the first half of 2013.

In September 2014, the long-term lease agreement for office space in Austin, Texas, was extended through
March 2021.

As of December 31, 2014, the minimum aggregate rental commitment under all non-cancelable operating
leases were as follows (in thousands):

Minimum aggregate rental commitments

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 3,392
3,125
2,626
2,440
2,452
5,829

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$19,864

Litigation Claims and Assessments

Multimedia Games Shareholder Litigation

In connection with the Merger, certain actions were filed by putative shareholders of Multimedia Games in
the United States District Court for the Western District of Texas (the ‘‘Texas Federal Action’’) and the

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. COMMITMENTS AND CONTINGENCIES (Continued)

District Court of Travis County, Texas (the ‘‘Texas State Court Action’’). In both the Texas Federal Action
and the Texas State Court Action, plaintiffs alleged that Multimedia Games’ directors breached their
fiduciary duties to Multimedia Games and/or its shareholders because, among other things, the Merger
allegedly involved an unfair price, an inadequate sales process, self-dealing and unreasonable deal
protection devices. The complaints further alleged that Holdings and its formerly wholly owned merger
subsidiary, Movie Merger Sub, Inc., aided and abetted those purported breaches of fiduciary duty. On
November 20, 2014, the defendants in the Texas Federal Action reached an agreement in principle with the
plaintiffs in the Texas Federal Action regarding settlement of all claims asserted on behalf of the alleged
class of Multimedia Games shareholders and on behalf of Multimedia Games, and that agreement is
reflected in a memorandum of understanding. In connection with the settlement contemplated by the
memorandum of understanding, Multimedia Games agreed to make certain additional disclosures in its
proxy statement related to the Merger, which disclosure Multimedia Games made in a Current Report on
Form 8-K filed on November 21, 2014. The memorandum of understanding contemplates that the parties
will enter into a stipulation of settlement.

The stipulation of settlement will be subject to customary conditions, including court approval. In the event
that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the United
States District Court for the Western District of Texas will consider the fairness, reasonableness, and
adequacy of the settlement. If the settlement is approved by the court in the form contemplated by the
parties, it will resolve and release all claims in the Texas Federal Action that were or could have been
brought challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in
connection therewith, including in Multimedia Games’ definitive proxy statement, pursuant to terms that
will be disclosed to shareholders prior to final approval of the settlement. In addition, in connection with
the settlement, the defendants in the Texas Federal Action agreed not to oppose an application by
plaintiffs in the Texas Federal Action for an attorneys’ fee award from the United States District Court for
the Western District of Texas of up to $310,000, which fee has been paid by Holdings. There can be no
assurance that the parties will ultimately enter into a stipulation of settlement or that the United States
District Court for the Western District of Texas will approve the settlement even if the parties were to
enter into such stipulation. In such event, the proposed settlement as contemplated by the memorandum
of understanding may be terminated.

The Texas State Court Action remains pending as of March 16, 2015, the date these consolidated financial
statements were issued.

Alabama Litigation

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. COMMITMENTS AND CONTINGENCIES (Continued)

prior to the filing of the complaint under Ala. Code Sec. 8-1-150(A). The plaintiffs requested that the court
certify the action as a class action. On March 29, 2013, the court entered an order granting the plaintiffs’
motion for class certification. On April 12, 2013, the defendants jointly filed a petition with the Eleventh
Circuit Court of Appeals seeking permission to appeal the court’s ruling on class certification. On June 18,
2013, the Eleventh Circuit Court of Appeals entered an order granting the petition to appeal. Following
briefing and oral argument, on April 2, 2014, the Eleventh Circuit Court of Appeals entered an order
reversing the district court’s ruling on class certification and remanding the case to the district court. The
Company continues to vigorously defend this matter. Given the inherent uncertainties in this litigation,
however, the Company is unable to make any prediction as to the ultimate outcome.

15. SHAREHOLDERS’ EQUITY

Preferred Stock. Our 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, 2014, 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.

100

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. SHAREHOLDERS’ EQUITY (Continued)

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, 2014, we had 90,405,450 shares of common
stock issued.

Common Stock Repurchase Program. Our share repurchase program granted us the authority to repurchase
up to $40.0 million of our outstanding common stock over a two-year period, which commenced in the first
quarter of 2013 and expired at the end of the fourth quarter of 2014. We repurchased approximately
1.5 million shares of common stock for cash of approximately $11.7 million under the share repurchase
program for the year ended December 31, 2014. We repurchased approximately 2.6 million shares of
common stock for cash of approximately $18.2 million under the share repurchase program for the year
ended December 31, 2013. We completed the share repurchases with cash on hand. The repurchase
program authorized us to buy our common stock from time to time through open market, privately
negotiated or other transactions, including pursuant to trading plans established in accordance with
Rules 10b5-1 and 10b-18 of the Exchange Act, or by a combination of such methods.

Treasury Stock. Employees may direct us to withhold vested shares of restricted stock to satisfy the
minimum statutory withholding requirements applicable to their restricted stock vesting. We repurchased
or withheld from restricted stock awards 55,502 and 14,901 shares of common stock at an aggregate
purchase price of $0.5 million and $0.1 million, for the years ended December 31, 2014 and 2013,
respectively, to satisfy the minimum applicable tax withholding obligations related to the vesting of such
restricted stock awards.

The following table provides the treasury stock activity that occurred in 2014 (number of shares and cost
in thousands):

Total Number of Average Price Cost of Shares
Shares Purchased Purchased or Purchased or

or Withheld
(in thousands)

Withheld
(per share)

Withheld
(in thousands)

Outstanding, December 31, 2013 . . . . . . . . .
Shares repurchased under current plan . .
Shares withheld from restricted stock

23,303
1,458

vesting . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding, December 31, 2014 . . . . . . . . .

24,816

$7.03
$8.04

$8.35

$7.09

$163,840
11,721

459

$176,020

101

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. WEIGHTED AVERAGE SHARES OF COMMON STOCK

The weighted average number of common stock outstanding used in the computation of basic and diluted
earnings per share is as follows (in thousands):

At December 31,

2014

2013

2012

Weighted average shares

Weighted average number of common shares

outstanding—basic . . . . . . . . . . . . . . . . . . . . . . . . . .
Potential dilution from equity grants(1) . . . . . . . . . . . .

65,780
1,083

66,014
1,191

65,933
1,404

Weighted average number of common shares

outstanding—diluted . . . . . . . . . . . . . . . . . . . . . . . .

66,863

67,205

67,337

(1) The potential dilution excludes the weighted average effect of stock options to acquire
7.6 million, 5.9 million and 5.1 million shares of our common stock at December 31, 2014,
2013 and 2012, respectively, because the application of the treasury stock method, as
required, makes them anti-dilutive.

17. SHARE-BASED COMPENSATION

Equity Incentive Awards

In January 2005, we 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 our business. The 2005 Plan is 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.

In May 2014, we adopted the 2014 Equity Incentive Plan (the ‘‘2014 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 our business. The 2014 Plan is administered by our Compensation Committee. The
administrator of the 2014 Plan has the authority to select individuals who are to receive options or other
equity incentive awards under the 2014 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.

Generally, our time-based stock options 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.

Generally, our time-based stock options and restricted stock granted under the 2014 Plan will vest at a rate
of 25% per year on each of the first four yearly anniversaries of the option grant dates.

Our market-based stock options granted under the 2005 Plan typically vest if our average stock price in any
period of 30 consecutive trading days meets certain target prices during a four year period that commenced
on the date of grant for these options. If these target prices are not met during such four year period, the
unvested shares underlying the options will terminate, except if there is a change in control of the

102

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. SHARE-BASED COMPENSATION (Continued)

Company as defined in the 2005 Plan, in which case, the unvested shares underlying such options shall
become fully vested on the effective date of such change in control.

Our cliff vesting time-based stock options granted under the 2005 Plan will vest based on the requisite
service periods with a portion to vest after five years and another portion to vest after six years.

The vesting provisions of restricted stock under the 2005 Plan are similar to those applicable to time-based
stock options under the 2005 Plan. As these restricted shares were issued primarily to our employees when
all or a portion of the restricted stock award vests, in most cases, a certain portion of the shares subject to
the restricted stock award will be withheld by us 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 restricted shares will vest over a
period of four years.

As part of the Merger Agreement, each option to purchase shares of Multimedia Games common stock
granted after September 8, 2014, was converted into a new award covering shares of Holdings common
stock using a customary exchange ratio. These options will vest at a rate of 25% per year on each of the
first four yearly anniversaries of the option grant dates. A summary of award activity is as follows (in
thousands):

Stock Options
Granted

Restricted Stock
Granted

Outstanding, December 31, 2013 . . . . . . . . . . . . . . . . .

Additional authorized shares . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Merger conversion . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised options or vested shares . . . . . . . . . . . . . .
Canceled or forfeited . . . . . . . . . . . . . . . . . . . . . . .

8,872

—
5,523
1,095
(971)
(893)

Outstanding, December 31, 2014 . . . . . . . . . . . . . . . . .

13,626

404

—
342
—
(201)
(105)

440

The maximum number of shares available for future equity awards under the 2014 Plan is approximately
11.9 million shares of our common stock; and there are no shares available for future equity awards under
the 2005 Plan.

Stock Options

The fair value of options was determined as of the date of grant using the Black-Scholes option pricing
model with the following weighted-average assumptions:

Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life of options (in years) . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1% 1% 1%
4
4
54% 61% 62%
0% 0% 0%

Year Ended
December 31,

2014

2013

2012

103

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. SHARE-BASED COMPENSATION (Continued)

The fair value of our cliff vesting time-based options was determined using the Black Scholes option
pricing model as of the date of grant. For the five year cliff vesting time-based options, the assumptions
were: (a) risk-free interest rate of 2%; (b) expected term of five years; (c) expected volatility of 52%; and
(d) no expected dividend yield. For the six year cliff vesting time-based options, the assumptions were:
(a) risk-free interest rate of 2%; (b) expected term of six years; (c) expected volatility of 58%; and (d) no
expected dividend yield.

The fair value of our market-based options was determined using a lattice-based option valuation model as
of the date of grant. For the market-based options issued in the first quarter 2014, the assumptions were:
(a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected volatility of 51%; and
(d) no expected dividend yield. For the market-based options issued in the second quarter 2014, the
assumptions were: (a) risk-free interest rate of 1%; (b) measurement period of four years; (c) expected
volatility of 52%; and (d) no expected dividend yield.

The fair value of the converted options related to the Merger was recalculated upon consummation of the
acquisition and it was determined that the original fair value approximated the value upon conversion and
was still applicable and will continue to amortize to stock compensation expense over the remaining life of
the award.

The following tables present the options activity:

Number of
Common Shares
(in thousands)

Weighted Average
Exercise Price
(per share)

Outstanding, December 31, 2013 . . . . . . . .

Granted . . . . . . . . . . . . . . . . . . . . . . . .
Merger conversion . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . .
Canceled or forfeited . . . . . . . . . . . . . . .

8,872

5,523
1,095
(971)
(893)

Outstanding, December 31, 2014 . . . . . . . .

13,626

Vested and expected to vest, December 31,

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exercisable, December 31, 2014 . . . . . . . . .

12,358

6,771

$7.54

7.54
6.43
5.43
6.89

$7.64

$7.65

$8.00

Weighted
Average Life
Remaining
(years)

Aggregate
Intrinsic Value
(in thousands)

5.9

$27,301

6.5

6.2

3.7

$ 9,148

$ 8,689

$ 6,246

104

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. SHARE-BASED COMPENSATION (Continued)

Options Outstanding

Options Exercisable

Range of Exercise
Prices

Number
Outstanding
(000’s)

$ —
6.00
9.00
13.00
14.00
15.00
16.00

$ 5.99
8.99
12.99
13.99
14.99
15.99
18.99

2,418
9,008
1,007
783
160
125
125

13,626

Weighted
Average
Remaining
Contract
Life (Years)

6.0
7.8
2.9
0.1
1.4
1.4
1.5

Weighted
Average
Exercise
Price

$ 4.46
7.34
9.99
13.98
14.22
15.16
16.63

Weighted
Average
Exercise
Price

$ 4.33
7.17
9.99
13.98
14.22
15.16
16.63

Number
Exercisable
(000’s)

2,047
2,531
1,000
783
160
125
125

6,771

There were 6.6 million, 1.2 million and 2.4 million options granted for the years ended December 31, 2014,
2013 and 2012, respectively. Of the 6.6 million options granted, 1.1 million options were converted as part
of the Merger. The weighted average grant date fair value per share of the options granted was $3.20, $3.31
and $2.93 for the years ended December 31, 2014, 2013 and 2012, respectively. The total intrinsic value of
options exercised was $2.8 million, $4.6 million and $6.3 million for the years ended December 31, 2014,
2013 and 2012, respectively.

There was $15.4 million in unrecognized compensation expense related to options expected to vest as of
December 31, 2014. This cost was expected to be recognized on a straight-line basis over a weighted
average period of 3.1 years. We received $5.3 million in proceeds from the exercise of options and
recorded $7.6 million in non-cash compensation expense related to options granted that were expected to
vest for the year ended and as of December 31, 2014.

We recorded $4.4 million and $6.2 million in non-cash compensation expense related to options granted
that were expected to vest as of December 31, 2013 and 2012, respectively. We received $8.4 million and
$6.7 million in cash from the exercise of options for the years ended December 31, 2013 and 2012,
respectively.

Restricted Stock

The following is a summary of non-vested share awards for our time-based restricted shares:

Shares
Outstanding
(in thousands)

Weighted
Average Grant
Date Fair Value
(per share)

Outstanding, December 31, 2013 . . . . . . . . . . . . . . . . .

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding, December 31, 2014 . . . . . . . . . . . . . . . . .

404

342
(201)
(105)

440

$7.05

7.12
7.11
6.91

$7.11

105

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. SHARE-BASED COMPENSATION (Continued)

There were 0.3 million, 0.4 million and 0.1 million shares of restricted stock granted for the years ended
December 31, 2014, 2013 and 2012, respectively. The weighted average grant date fair value per share of
restricted stock granted was $7.12, $7.09 and $6.80 for the years ended December 31, 2014, 2013 and 2012.
The total fair value of restricted stock vested was $1.4 million, $0.7 million and $1.3 million for the years
ended December 31, 2014, 2013 and 2012, respectively.

There was $3.0 million in unrecognized compensation expense related to shares of time-based restricted
shares expected to vest as of December 31, 2014 and is expected to be recognized on a straight-line basis
over a weighted average period of 3.3 years. There were 0.2 million shares, 0.1 million shares and
0.2 million shares of restricted stock that vested and we recorded $1.2 million, $0.7 million and $0.4 million
in non-cash compensation expense related to the restricted stock granted that was expected to vest during
2014, 2013 and 2012, respectively.

18. INCOME TAXES

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

Consolidated income before tax

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$13,870
6,431

$35,473
3,412

$39,280
1,183

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$20,301

$38,885

$40,463

Year Ended December 31,

2014

2013

2012

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

Year Ended December 31,

2014

2013

2012

Income tax provision

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$6,637
1,524

$13,626
861

$14,358
416

Total income tax provision . . . . . . . . . . . . . . . . . .

$8,161

$14,487

$14,774

Income tax provision components

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,598
6,563

844
13,643

430
14,344

Total income tax provision . . . . . . . . . . . . . . . . . .

$8,161

$14,487

$14,774

106

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. INCOME TAXES (Continued)

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

Income tax reconciliation

Federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State/province income tax . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible compensation cost . . . . . . . . . . . . . . . . .
Non-deductible acquisition cost . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . .
Adjustment to carrying value . . . . . . . . . . . . . . . . . . . . .
Foreign dividends and IRC Sec. 956 inclusions, net of

Year Ended December 31,

2014

2013

2012

35.0% 35.0% 35.0%
(3.6)% (1.0)% (0.4)%
0.9% 1.3% 1.7%
0.7% 1.1% 0.2%
5.9% 0.0% 0.0%
(0.9)% 0.2% 1.0%
1.9% 0.3% (2.2)%

foreign tax deduction . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible expenses and other items . . . . . . . . . . . .

(0.1)% 0.1% 1.1%
0.4% 0.3% 0.1%

Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40.2% 37.3% 36.5%

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

Year Ended December 31,

2014

2013

2012

Deferred income tax assets related to:

Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating losses . . . . . . . . . . . . . . . . . . . . . .
Stock compensation expense . . . . . . . . . . . . . . . .
Accounts receivable allowances . . . . . . . . . . . . . .
Accrued and prepaid expenses . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, equipment and leased assets . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . .

— $44,845
37,333
7,066
1,703
1,331
348
406
—
333
(1,379)

64,357
8,841
1,613
7,917
290
373
5,146
—
(2,319)

$ 63,899
32,171
6,775
1,968
1,279
—
367
—
312
(1,307)

Total deferred income tax assets . . . . . . . . . . . .

86,218

91,986

105,464

Deferred income tax liabilities related to:

Property, equipment and leased assets . . . . . . . . .
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23,785
109,103
1,072

Total deferred income tax liabilities . . . . . . . . .

133,960

—
—
942

942

—
—
800

800

Deferred income taxes, net . . . . . . . . . . . . . . . .

$ (47,742) $91,044

$104,664

107

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. INCOME TAXES (Continued)

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

Year Ended
December 31,

2014

2013

2012

Unrecognized tax benefit at the beginning of the period

Gross increases—tax positions in prior period . . . . . . . . . . . . .
Gross decreases—tax positions in prior period . . . . . . . . . . . .
Gross increases—tax positions in current period . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ — $— $—
— — —
729 — —
— — —

Unrecognized tax benefit at the end of the period . . . . . . . .

$729

$— $—

For all of our investments in foreign subsidiaries, except for GCA (Macau), deferred taxes have not been
provided on unrepatriated foreign earnings. Unrepatriated earnings were approximately $11.7 million as of
December 31, 2014. These earnings were considered permanently reinvested, as it was management’s
intention to reinvest foreign earnings in foreign operations. We project sufficient cash flow in the U.S. and
we do not need to repatriate these foreign earnings to finance U.S. operations.

As a result of certain realization requirements under the accounting guidance on share-based payments,
the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets that
arose directly from tax deductions related to equity compensation in excess of compensation recognized
for financial reporting at December 31, 2014, 2013 and 2012, respectively. Equity will be increased by
$4.4 million if, and when, such deferred tax assets are ultimately realized. We use the accounting guidance
on income taxes ordering for purposes of determining when excess tax benefits have been realized.

We had $179.9 million, or $63.0 million tax-effected, of accumulated federal net operating losses as of
December 31, 2014. The net operating losses can be carried forward and applied to offset taxable income
for 20 years and will expire starting in 2025.

We had tax-effected state net operating loss carry forwards of approximately $5.9 million as of
December 31, 2014. The state net operating loss carry forwards will expire between 2015 and 2033. The
determination and utilization of these state net operating loss carry forwards are dependent upon
apportionment percentages and other respective state laws, which can change from year to year. As of
December 31, 2014, $1.6 million of our valuation allowance related to certain state net operating loss carry
forwards which are expected to expire before utilization, due to shorter carry forward periods and
decreased apportionment percentages in those states. The remaining valuation allowance of $0.7 million
related to foreign net operating losses.

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 $687.4 million that was generated as part of the conversion to a corporation plus
approximately $97.6 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 accounting purposes. This asset is amortized
over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes
than for financial accounting purposes. At an estimated blended domestic statutory tax rate of 36.3%, this
results in tax payments being approximately $19.0 million less than the annual provision for income taxes

108

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. INCOME TAXES (Continued)

shown on the income statement for financial accounting purposes, or the amount of the annual provision,
if less. There is an expected aggregate of $82.3 million in cash savings over the remaining life of the portion
of our deferred tax asset related to the conversion. This deferred tax asset 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 including, but not limited to, a change of
control of the Company and future earnings.

We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required
to file income tax returns, as well as all open tax years in these jurisdictions. As part of the Merger, the
Company recorded $0.7 million of unrecognized tax benefits. Other than the unrecognized tax benefit
related to the Merger, we believe that our income tax filing positions and deductions will be sustained
upon audit and we do not anticipate any other adjustments that will result in a material change to our
financial position. We may from time to time be assessed interest or penalties by tax jurisdictions, although
any such assessments historically have been minimal and immaterial to our financial results. Our policy for
recording interest and penalties associated with audits and unrecognized tax benefits is to record such
items as a component of income tax expense.

We are subject to taxation in the U.S. and various states and foreign jurisdictions. We have a number of
federal and state income tax years still open for examination as a result of our net operating loss carry
forwards. Accordingly, we are subject to examination for both U.S. federal and a few state tax returns for
the years 2005 to present. For the remaining state, local and foreign jurisdictions, with few exceptions, we
are no longer subject to examination by tax authorities for years before 2011.

19. RELATED PARTY TRANSACTIONS

A member of our Board of Directors served as a member of the board of directors of a gaming company
until April 2013 for which we provide various cash access products and services that are insignificant to our
net income. Our Board Member received both cash and equity compensation from this gaming company in
consideration for serving on its board of directors, however, none of this consideration was tied in any
manner to our performance or obligations under our cash access agreements with the gaming company. In
addition, our Board member was not involved in the negotiation of our cash access agreements with this
gaming company.

In October 2012, we entered into a long-term lease agreement related to office space for our corporate
headquarters that we moved into during the first half of 2013, for which we engaged a brokerage firm. An
executive officer of this brokerage firm is the brother of our former Chief Financial Officer. This
brokerage firm received approximately $0.4 million as compensation for acting as our broker.

20. 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. Our 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.

We operate in the following business segments: (1) Cash Advance, (2) ATM, (3) Check Services,
(4) Games and (5) Other. Each of these segments is monitored by our management for performance

109

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. SEGMENT INFORMATION (Continued)

against its internal forecast and is consistent with our internal management reporting. The Games segment
is currently being evaluated as we have not yet determined what our management will review to assess the
performance of the newly acquired Multimedia Games business. The Other segment consists of certain
lines of business, none of which exceeds the established materiality for segment reporting, which includes:
Kiosk Sales, Kiosk Parts and Services, Central Credit reporting services, compliance, audit and data
services and our online payment processing solution, among others.

We do not allocate depreciation and amortization expenses to the business segments. Certain corporate
overhead expenses have been allocated to the segments for identifiable items related to such segments or
based on a reasonable methodology.

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

Major customers. For the years ended December 31, 2014, 2013 and 2012, no single customer accounted
for more than 10% of our revenues. Our five largest customers accounted for approximately 28%, 33%
and 34% of our total revenue in 2014, 2013 and 2012, respectively.

The accounting policies of the operating segments are generally the same as those described in the
summary of significant accounting policies.

The following tables present segment information (in thousands):

For and At the Year Ended
December 31,

2014

2013

2012

Revenues

Cash advance . . . . . . . . . . . . . . . . . . . . . . . . .
ATM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Check services . . . . . . . . . . . . . . . . . . . . . . . .
Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . .

$ 233,950
281,469
21,118
7,406
49,110
—
$ 593,053

$231,134
286,049
21,611
—
43,650
—
$582,444

$227,517
303,159
25,401
—
28,409
—
$584,486

Operating income

63,565
24,934
10,812
2,151
22,107
(89,787)
33,782

$ 60,977
25,347
12,365

$ 63,785
32,333
13,930

19,631
(69,170)
$ 49,150

14,457
(68,523)
$ 55,982

Total assets

Cash advance . . . . . . . . . . . . . . . . . . . . . . . . .
ATM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Check services . . . . . . . . . . . . . . . . . . . . . . . .
Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .

$ 166,922
73,961
28,445
1,242,822
75,411
119,724
$1,707,285

$145,939
69,627
30,930
—
56,946
223,885
$527,327

110

GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

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

First

Second

Quarter

Third

Fourth(1)

Year

2014

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . .

$150,571
13,013
7,489

$144,946
9,622
4,724

$145,481
10,771
5,676

$152,055
376
(5,749)

$593,053
33,782
12,140

Net income

Basic earnings per share . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . .

$
$

0.11
0.11

$
$

0.07
0.07

$
$

0.09
0.09

$
$

(0.09) $
(0.09) $

0.18
0.18

Weighted average common shares

outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

2013

65,910
67,370

65,970
67,087

65,589
66,747

65,608
66,397

65,780
66,863

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .

$146,822
12,901
6,136

$149,065
13,633
6,776

$146,101
11,420
5,782

$140,456
11,196
5,704

$582,444
49,150
24,398

Net income

Basic earnings per share . . . . . . . . . . . . .
Diluted earnings per share . . . . . . . . . . . .

$
$

0.09
0.09

$
$

0.10
0.10

$
$

0.09
0.09

$
$

0.09
0.08

$
$

0.37
0.36

Weighted average common shares

outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

66,697
67,882

66,116
66,993

65,525
66,630

65,730
67,394

66,014
67,205

(1) Our fourth quarter results of operations include the operating results of Multimedia Games as well as

the costs related to the Merger.

22. SUBSEQUENT EVENTS

Gain Contingency Settlement

On January 14, 2014, we filed a complaint against certain defendants alleging conspiracy in restraint of
competition regarding interchange fees, monopolization by defendants in the relevant market, and
attempted monopolization of the defendants in the relevant market. We demanded a trial by jury of all
issues so triable. The defendants filed a motion to dismiss on March 13, 2014. A settlement agreement was
made as of January 16, 2015 and on January 22, 2015 the settlement agreement was executed and delivered
for which we received $14.4 million in cash and recorded the settlement proceeds in the first quarter of
2015.

111

Item 9. Changes in and Disagreements with Accountants.

None.

Item 9A. 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 Exchange Act is recorded, processed,
summarized, and reported within the time period specified in the SEC’s 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, 2014 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, 2014.

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
management’s 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 LLP’s 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.

Management’s Report of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of consolidated financial statements for external purposes in accordance with generally
accepted accounting principles (‘‘GAAP’’).

Our internal control over financial reporting includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of our assets;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with GAAP, and that receipts and expenditures are
being made only in accordance with authorizations of our management and directors; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our assets that could have a material effect on the consolidated financial
statements.

Because of its inherent limitation, our internal control systems and procedures may not prevent or detect
misstatements. An internal control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of

112

effectiveness to future periods are subject to the risks that controls may become inadequate because of
changes in condition, or that the degree of compliance with the policies and procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded
that the Company’s internal control over financial reporting was effective as of December 31, 2014.
Deloitte & Touche LLP has audited our internal control over financial reporting as of December 31, 2014
as stated in their attestation report which is included herein. We completed the Merger with Multimedia
Games in December of 2014, which has not been fully integrated into our internal control framework.
Multimedia Games was excluded from our evaluation on the effectiveness of internal control over financial
reporting. This exclusion is in accordance with the SEC’s general guidance that a recently acquired
business may be omitted from the scope of the assessment in the year of acquisition. Multimedia Games
constituted approximately 72% of our total assets as of December 31, 2014 and 1% of total revenues for
the year then ended.

Changes in Internal Control over Financial Reporting during the Quarter Ended December 31, 2014

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, 2014 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

113

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Global Cash Access Holdings, 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, 2014, based on the criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting,
management excluded from its assessment the internal control over financial reporting at Multimedia
Games Holding Company, Inc. (‘‘Multimedia Games’’), which was acquired on December 19, 2014 and
whose financial statements constitute 72% of total assets and 1% of total revenues of the consolidated
financial statement amounts as of and for the year ended December 31, 2014. Accordingly, our audit did
not include the internal control over financial reporting at Multimedia Games. The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report of Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.

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

Because of 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, 2014, based on the criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

114

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,
2014 of the Company and our report dated March 16, 2015 expressed an unqualified opinion on those
financial statements.

/s/ DELOITTE & TOUCHE LLP
Las Vegas, NV
March 16, 2015

115

Item 9B. Other Information.

None.

Item 10. Directors, Executive Officers and Corporate Governance.

PART III

The information regarding our directors, executive officers and corporate governance set forth in our
Definitive Proxy Statement in connection with the 2015 Annual Meeting of Stockholders (the ‘‘2015 Proxy
Statement’’), which will be filed with the SEC within 120 days after the fiscal year ended December 31,
2014, under the captions ‘‘Proposal 1—Election of Class I Director,’’ ‘‘Executive Officers’’ and ‘‘Board and
Corporate Governance Matters’’ is incorporated herein by reference.

The information required by Item 405 of Regulation S-K set forth in our 2015 Proxy Statement under the
caption ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ is incorporated herein by reference.

The information required by 10A-3(d) of the Exchange Act set forth in our 2015 Proxy Statement under
the caption ‘‘Board and Corporate Governance Matters’’ is incorporated herein by reference.

The information regarding our audit committee and our audit committee financial experts is incorporated
herein by reference to information included in the 2015 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
thereunder. 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 Business
Conduct and Ethics 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.

Item 11. Executive Compensation.

The information set forth in our 2015 Proxy Statement under the captions ‘‘Executive Compensation,’’
‘‘—Director Compensation’’ and ‘‘Report of Compensation Committee’’ is incorporated herein by
reference.

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

Matters.

The information set forth in our 2015 Proxy Statement under the captions ‘‘Security Ownership of Certain
Beneficial Owners and Management’’ and ‘‘Equity Compensation Plans’’ is incorporated herein by
reference.

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

The information set forth in our 2015 Proxy Statement under the captions ‘‘Transactions with Related
Persons’’ and ‘‘—Director Independence’’ is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information set forth in our 2015 Proxy Statement under the caption ‘‘—Audit and Non-Audit Fees’’ is
incorporated herein by reference.

116

Item 15. Exhibits and Financial Statement Schedules.

PART IV

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

Financial Statements

Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm . . . . . . . . . . .
Consolidated Statements of Income and Comprehensive Income for the three years ended

67
68
69
70
71

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.

See Item 15(b)

(b) Exhibits:

Exhibit
Number

Exhibit Description

2.1 Agreement and Plan of Merger, dated as of September 8, 2014, by and among Global
Cash Access Holdings, Inc., Movie Merger Sub, Inc. and Multimedia Games Holding
Company, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current
Report on Form 8-K filed with the SEC on September 8, 2014).

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to

Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (Registration
No. 333-123514) filed with the SEC on May 26, 2005).

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation

(incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K
filed with the SEC on April 30, 2009).

3.3 Amended and Restated Bylaws (effective as of July 31, 2014) (incorporated by reference
to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on
August 5, 2014).

4.1

4.2

Indenture, dated as of December 19, 2014, between Movie Escrow, Inc. (a former wholly
owned subsidiary of Global Cash Access, Inc.), as issuer, and Deutsche Bank Trust
Company Americas, as collateral agent and trustee, related to the 7.75% Senior Secured
Notes due 2021 (incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K filed with the SEC on December 22, 2014).

Supplemental Indenture, dated as of December 19, 2014, among Global Cash Access, Inc.,
as issuer, Global Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors
party thereto and Deutsche Bank Trust Company Americas, as collateral agent and
trustee, related to the 7.75% Senior Secured Notes due 2021 (incorporated by reference
to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on
December 22, 2014).

117

Exhibit
Number

4.3

Exhibit Description

Indenture, dated as of December 19, 2014, between Movie Escrow, Inc. (a former wholly
owned subsidiary of Global Cash Access, Inc.), as issuer, and Deutsche Bank Trust
Company Americas, as trustee, related to the 10.00% Senior Unsecured Notes due 2022
(incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K
filed with the SEC on December 22, 2014).

4.4

Supplemental Indenture, dated as of December 19, 2014, among Global Cash Access, Inc.,
as issuer, Global Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee, related to the
10.00% Senior Unsecured Notes due 2022 (incorporated by reference to Exhibit 4.4 of the
Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2014).

4.5 Registration Rights Agreement, dated as of December 19, 2014, among Movie

Escrow, Inc. (and, by a joinder agreement, Global Cash Access, Inc., Global Cash Access
Holdings, Inc., as a guarantor and the subsidiary guarantors party thereto) and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers
listed therein, related to the 10.00% Senior Unsecured Notes due 2022 (incorporated by
reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K filed with the
SEC on December 22, 2014).

10.1 Purchase Agreement, dated as of December 17, 2014, among Movie Escrow, Inc. (a

former wholly owned subsidiary of Global Cash Access, Inc.), as issuer, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representative for the initial purchasers listed
therein (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on
Form 8-K filed with the SEC on December 22, 2014).

10.2

Security Agreement, dated as of December 19, 2014, among Global Cash Access, Inc., as
issuer, Global Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors party
thereto and Deutsche Bank Trust Company Americas, as collateral agent, related to the
7.75% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2014).

10.3 Credit Agreement, dated as of December 19, 2014, among Global Cash Access, Inc.,

Global Cash Access Holdings, Inc., Bank of America, N.A. as administrative agent,
collateral agent, swing line lender and letter of credit issuer; Deutsche Bank
Securities Inc., as syndication agent; and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Deutsche Bank Securities, Inc. as joint lead arrangers and joint book
managers (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on
Form 8-K filed with the SEC on December 22, 2014).

10.4

Security Agreement, dated December 19, 2014, among Global Cash Access, Inc., Global
Cash Access Holdings, Inc., as a guarantor, the subsidiary guarantors party thereto, and
Bank of America, N.A., as collateral agent, related to the Credit Agreement (incorporated
by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the
SEC on December 22, 2014).

10.5 Guaranty, dated December 19, 2014, by Global Cash Access Holdings, Inc., as a

guarantor, and the subsidiary guarantors party thereto, in favor of the lenders party from
time to time to the Credit Agreement and Bank of America, N.A., as administrative
agent. (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on
Form 8-K filed with the SEC on December 22, 2014).

118

Exhibit
Number

Exhibit Description

10.6 Patent Purchase and License Agreement, dated as of March 22, 2005, by and between
Global Cash Access, Inc. and USA Payments, Inc. (incorporated by reference to
Exhibit 10.28 of the Registrant’s Registration Statement on Form S-1 (Registration
No. 333-123514) filed with the SEC on March 22, 2005).

+10.7 Processing Services Agreement, dated as of August 21, 2009, between Global Cash

Access, Inc., and TSYS Acquiring Solutions, LLC (effective July 1, 2009) (incorporated by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the
SEC on August 24, 2009).

+10.8

Second Amendment to Processing Services Agreement, dated as of December 27, 2011,
between Global Cash Access, Inc. and TSYS Acquiring Solutions, LLC (incorporated by
reference to Exhibit 10.57 of the Registrant’s Annual Report on Form 10-K filed with the
SEC on March 12, 2012).

+10.9 Contract Cash Solutions Agreement, dated November 12, 2010, between Global Cash

Access, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.52 of
the Registrant’s Annual Report on Form 10-K/A filed with the SEC on April 11, 2011).

10.10

Second Amendment to Contract Cash Solutions Agreement, dated June 4, 2012, between
Global Cash Access, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to
Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on
June 7, 2012).

10.11 Third Amendment to Contract Cash Solutions Agreement, dated November 4, 2013,

between Global Cash Access, Inc. and Wells Fargo Bank, N.A. (incorporated by reference
to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed November 5,
2013).

+10.12 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
(incorporated by reference to Exhibit 10.53 of the Registrant’s Annual Report on
Form 10-K filed with the SEC on March 14, 2011).

+10.13

Sponsorship Agreement, dated February 11, 2011, between Global Cash Access, Inc. and
American State Bank (incorporated by reference to Exhibit 10.54 of the Registrant’s
Annual Report on Form 10-K filed with the SEC on March 14, 2011).

10.14 Professional Services Agreement, dated as of March 10, 2004, between TSYS and Global
Cash Access, L.L.C. (incorporated by reference to Exhibit 10.11 of the Registration
Statement of Global Cash Access, Inc. on Form S-4 (File No. 333-117218) filed with the
SEC on July 8, 2004).

10.15 Amended and Restated Software License Agreement, dated as of March 10, 2004,

between TSYS and Global Cash Access, L.L.C. (incorporated by reference to
Exhibit 10.10 of the Registration Statement of Global Cash Access, Inc. on Form S-4 (File
No. 333-117218) filed with the SEC on July 8, 2004).

+10.16 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. and TSYS Acquiring Solutions, LLC (incorporated by reference
to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on
August 24, 2009).

119

Exhibit
Number

Exhibit Description

†10.17 Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan (incorporated by reference

to Exhibit 10.25 of the Annual Report on Form 10-K of Global Cash Access, Inc. filed
with the SEC on March 10, 2005).

†10.18 Form of Stock Option Award for Performance Price Vesting under the 2005 Stock

Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on August 5, 2014).

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

†10.20 Form of Stock Option Award for Non-Employee Directors under the 2005 Stock Incentive

Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on August 5, 2014).

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

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

†10.23 Global Cash Access Holdings, Inc. 2014 Equity Incentive Plan (incorporated by reference
to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on
August 5, 2014).

†10.24 Form of Stock Option Agreement under the 2014 Equity Incentive Plan (incorporated by

reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed with
the SEC on August 5, 2014).

†10.25 Form of Stock Option Award for Non-Employee Directors under the 2014 Equity

Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on August 5, 2014).

†10.26 Form of Stock Option Award for Executives under the 2014 Equity Incentive Plan
(incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on August 5, 2014).

†10.27 Form of Stock Option Award for Employees under the 2014 Equity Incentive Plan
(incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on August 5, 2014).

†10.28 Form of Indemnification Agreement between Global Cash Access Holdings, Inc. and each

of its executive officers and directors (incorporated by reference to Exhibit 10.27 to the
Registrant’s Registration Statement on Form S-1 (Registration No. 333-123514) filed
March 22, 2005).

†10.29 Employment Agreement with Ram V. Chary (effective January 27, 2014) (incorporated by

reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the
SEC on January 28, 2014).

†10.30 Amendment No.1 to Employment Agreement with Ram V. Chary (effective as of

August 5, 2014) (incorporated by reference to Exhibit 10.4 of the Registrant’s Current
Report on Form 8-K filed with the SEC on August 5, 2014).

120

Exhibit
Number

Exhibit Description

†10.31 Form of Stock Option Agreement for Ram V. Chary (incorporated by reference to
Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on
January 28, 2014).

†10.32 Form of Indemnification Agreement for Ram V. Chary (incorporated by reference to

Exhibit 10.3of the Registrant’s Current Report on Form 8-K filed with the SEC on
January 28, 2014).

†10.33 Employment Agreement with Randy L. Taylor (effective as of August 5, 2014)

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on
Form 8-K filed with the SEC on August 5, 2014).

*†10.34 Employment Agreement with Juliet A. Lim (effective as of August 5, 2014).

†10.35 Employment Agreement with David Lucchese (effective as of August 5, 2014)

(incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on
Form 8-K filed with the SEC on August 5, 2014).

†10.36 Employment Agreement with Edward Peters (effective January 15, 2015) (incorporated by

reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the
SEC on January 22, 2015).

†10.37 Form of Notice of Stock Option Award and Stock Option Award Agreement for Michael

Rumbolz (effective August 30, 2010) (incorporated by reference to Exhibit 10.3 of the
Registrant’s Current Report on Form 8-K filed with the SEC on September 2, 2010).

†10.38 Amended and Restated Employment Agreement with David Lopez (effective March 29,
2013) (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on May 7, 2013).

†10.39 Form of Stock Option Agreement for David Lopez (incorporated by reference to

Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2012).

†10.40 Form of Restricted Stock Agreement for David Lopez (incorporated by reference to

Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2012).

†10.41 Agreement with Mary E. Higgins (effective September 14, 2010) (incorporated by

reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the
SEC on September 2, 2010).

†10.42 Amendment to Employment Agreement with Mary E. Higgins (effective March 29, 2013)
(incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on May 7, 2013).

†10.43 Form of Notice of Stock Option Award and Stock Option Award Agreement for Mary E.

Higgins (effective September 14, 2010) (incorporated by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K filed with the SEC on September 2, 2010).

†10.44 Employment Agreement with Robert Myhre (effective as of August 5, 2014) (incorporated
by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the
SEC on August 5, 2014).

†10.45 Form of Stock Option Agreement for Robert Myhre (incorporated by reference to

Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed November 7, 2012).

†10.46 Form of Restricted Stock Agreement for Robert Myhre (incorporated by reference to

Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed November 7, 2012).

121

Exhibit
Number

Exhibit Description

*21.1

Subsidiaries of the Registrant.

*23.1 Consent of Deloitte & Touche LLP.

*24.1 Power of Attorney (see the signature page).

*31.1 Certification of Chief Executive Officer of Global Cash Access Holdings, Inc. 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 Chief Financial Officer of Global Cash Access Holdings, Inc. 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 Certification of the Chief Executive Officer and Chief Financial Officer of Global Cash
Access Holdings, Inc. in accordance with 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS XBRL Instance Document.

*101.SCH XBRL Taxonomy Extension Schema Document.

*101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

*101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

*101.LAB XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith.

** Furnished herewith.

† Management contracts or compensatory plans or arrangements.

+ Certain confidential information contained in this exhibit was omitted. This exhibit has been filed
separately with the Secretary of the SEC without the redaction pursuant to Confidential Treatment
Request under Rule 406 of the Securities Act.

122

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

SIGNATURES

GLOBAL CASH ACCESS HOLDINGS, INC.

By:

/s/ RAM V. CHARY

Ram V. Chary
President and Chief Executive Officer
(Principal Executive Officer)

Dated: March 16, 2015

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ram V. Chary and Randy L. Taylor, 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/ RAM V. CHARY

Ram V. Chary

President and Chief Executive Officer
(Principal Executive Officer) and
Director

March 16, 2015

/s/ RANDY L. TAYLOR

Randy L. Taylor

Chief Financial Officer (Principal
Financial Officer and Accounting
Officer)

/s/ RONALD V. CONGEMI

Ronald V. Congemi

/s/ C. MICHAEL RUMBOLZ

C. Michael Rumbolz

/s/ E. MILES KILBURN

E. Miles Kilburn

Director

123

March 16, 2015

Signature

Title

Date

/s/ GEOFFREY P. JUDGE

Geoffrey P. Judge

/s/ FRED C. ENLOW

Fred C. Enlow

Director

March 16, 2015

124

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BR378967-0415-COMBO