Form 8-K Global Cash Access Holdi For: Nov 04

November 4, 2014 4:06 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM�8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November�4, 2014

GLOBAL CASH ACCESS HOLDINGS,�INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32622

20-0723270

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7250 S. Tenaya Way, Suite�100

Las Vegas, Nevada

89113

(Address of Principal Executive Offices)

(Zip Code)

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

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02.� Results Of Operations And Financial Condition.

On November�4, 2014, Global Cash Access Holdings,�Inc. issued a press release announcing its results of operations for the three months ended September�30, 2014.� A copy of the press release is attached hereto as Exhibit�99.1.

Item 9.01.� Financial Statements and Exhibits.

(d)���������� Exhibits

Exhibit�No.

Document

99.1

Press Release announcing results of operations for the three months ended September�30, 2014.

This Form�8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.� The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

2



SIGNATURES

Pursuant to the requirements 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.

GLOBAL CASH ACCESS HOLDINGS,�INC.

Date: November�4, 2014

By:��� /s/ Randy L. Taylor

Randy L. Taylor

Chief Financial Officer

3


Exhibit�99.1

Global Cash Access Reports Third Quarter 2014 Results

Las Vegas, NV � November�4, 2014 � Global Cash Access Holdings,�Inc. (the �Company�) (NYSE: GCA) announced today financial results for the third quarter ended September�30, 2014.

Third quarter Highlights

Total revenues increased by 8%, excluding the $11.3 million revenue loss attributable to the Caesars Entertainment (�CET�) contract

Total revenues, including the loss of the CET contract, decreased by less than 1%

Diluted earnings per share (EPS) remained unchanged at $0.09 for both the third quarter 2014 and 2013

Cash EPS, as defined below, increased 21% to $0.23 for the quarter

On September�8, 2014, the Company entered into a merger agreement to acquire all the outstanding stock of Multimedia Games Holding Company,�Inc. (�MGAM�) for $36.50 per share, for an aggregate purchase price of approximately $1.2 billion in cash

�Our recent, major client commitments continue to demonstrate the success of our integrated solutions in the market.� We look forward to carrying this momentum into our pending acquisition of Multimedia Games� said Ram V. Chary, President and Chief Executive Officer.

Third quarter 2014 Results

Revenues decreased by $0.6 million, or less than 1%, to $145.5 million for the third quarter 2014, as compared to the same period last year. Operating income decreased by $0.6 million, or 6%, to $10.8 million for the third quarter 2014, as compared to the same period last year. Adjusted EBITDA (see Non-GAAP Financial Information below) increased by $2.1 million, or 12%, to $19.1 million for the third quarter 2014, as compared to the same period last year.

Income from operations before income tax provision decreased by $0.4 million, or 4%, to $8.8 million for the third quarter 2014, as compared to the same period last year. Diluted earnings per share from continuing operations remained consistent at $0.09 for the third quarter 2014 (on 66.7 million diluted shares), as compared to the same period last year.� Cash earnings per share (�Cash EPS�), (see Non-GAAP Financial Information below) increased by $0.04, or 21%, to $0.23 for the third quarter 2014, as compared to the same period last year.

2014 Outlook and Update on MGAM Acquisition

The Company reaffirmed its guidance estimates for Cash EPS and Adjusted EBITDA for the year ending December�31, 2014.

The Company anticipates the closing of the MGAM acquisition to occur in late December 2014 or early 2015, subject to obtaining all necessary regulatory approvals.

Investor Conference Call and Webcast

The Company will host an investor conference call to discuss its third quarter 2014 results today at 5:00�p.m. Eastern Time (�ET�). The conference call may be accessed live over the phone by dialing (800) 289-0508 or for international callers by dialing (913) 312-0396.� A replay will be available at 8:00�p.m. ET and may be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the pin number is 6907012.� The replay will be available until November�11, 2014. The call will be webcast live from the Company�s website at www.gcainc.com under the Investor Relations section.

Non-GAAP Financial Information

In order to enhance investor understanding of the underlying trends in our business and to provide for better comparability between periods in different years, the Company is providing EBITDA, Adjusted EBITDA, Cash Earnings and Cash EPS on a supplemental basis. We define EBITDA as earnings before interest, taxes, depreciation and amortization; Adjusted EBITDA as EBITDA as adjusted for non-cash compensation expense and MGAM related acquisition costs; Cash Earnings as net income as adjusted for non-cash compensation expense, deferred taxes, amortization and MGAM related acquisition costs; and Cash EPS as Cash Earnings divided by our diluted weighted average number of common shares outstanding. We present Adjusted EBITDA and Cash EPS as we consider these measures to be supplemental to our operating performance. We also make certain compensation decisions based, in part, on our operating performance, as measured by Adjusted EBITDA; and our credit facility requires us to comply with covenants that include performance metrics substantially similar to Adjusted EBITDA. Reconciliations between GAAP measures and Non-GAAP measures and between actual results and adjusted results are provided at the end of this press release. EBITDA, Adjusted EBITDA, Cash Earnings and Cash EPS are not measures of financial performance under United States Generally Accepted Accounting Principles (�GAAP�). Accordingly, they should not be considered a substitute for net income, operating income, basic or diluted earnings per share or cash flow data prepared in accordance with GAAP.



Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the �safe harbor� provisions of the Private Securities Litigation Reform Act of 1995. All statements included in this press release, other than statements that are purely historical, are forward-looking statements. Words such as �going forward,� �believes,� �intends,� �expects,� �forecasts,� �anticipate,� �plan,� �seek,� �estimate� and similar expressions also identify forward-looking statements. Forward-looking statements in this press release include, without limitation: (a) the projected closing date of the MGAM acquisition; (b)�our estimates of 2014 Cash EPS and Adjusted EBITDA and the assumptions and factors upon which they are based; and (c)�our belief that Cash EPS and Adjusted EBITDA are widely-referenced financial measures in the financial markets and that references to the foregoing are helpful to investors.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or assumed, including but not limited to the following: the overall growth of the gaming industry, if any; 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; our ability to integrate and operate such acquisitions consistent with our forecasts; gaming establishment and patron preferences; national and international economic conditions; changes in gaming regulatory, card association and statutory requirements; regulatory and licensing difficulties; competitive pressures; operational limitations; gaming market contraction; changes to tax laws; uncertainty of litigation outcomes; interest rate fluctuations; inaccuracies in underlying operating assumptions; unanticipated expenses or capital needs; technological obsolescence; and employee turnover.� If any of these assumptions prove to be incorrect, the results contemplated by the forward-looking statements regarding our future results of operations are unlikely to be realized.

The forward-looking statements in this press release are subject to additional risks and uncertainties set forth under the heading �Risk Factors� and �Management�s Discussion and Analysis of Financial Condition and Results of Operations� in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report filed on Form�10-K on March�11, 2014, and subsequent periodic reports and are based on information available to us on the date hereof. We do not intend, and assume no obligation, to update any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.

About Global Cash Access Holdings,�Inc.

GCA is a leading provider of fully integrated cash access solutions and related services to the gaming industry. GCA�s products and services provide: (a)�gaming establishment patrons access to cash through a variety of methods, including Automated Teller Machine (�ATM�) cash withdrawals, credit card cash access transactions, point-of-sale (�POS�) debit card transactions, check verification and warranty services and money transfers; (b)�integrated cash access devices and related services, such as slot machine ticket redemption and jackpot kiosks to the gaming industry; (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. More information is available at GCA�s website at www.gcainc.com.

Contacts

Investor Relations

[email protected]

Source

Global Cash Access Holdings,�Inc.

2



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)

Three Months Ended September�30,

Nine Months Ended September�30,

2014

2013

2014

2013

Revenues

��$

145,481�

��$

146,101�

��$

440,998�

��$

441,987

Costs and expenses

Cost of revenues (exclusive of depreciation and amortization)

108,568�

111,106�

331,181�

333,928

Operating expenses

20,934�

19,248�

62,233�

57,710

Depreciation

1,856�

1,908�

5,702�

5,421

Amortization

3,352�

2,419�

8,476�

6,974

Total costs and expenses

134,710�

134,681�

407,592�

404,033

Operating income

10,771�

11,420�

33,406�

37,954

Other expenses

Interest expense, net of interest income

1,996�

2,255�

5,625�

8,151

Total other expenses

1,996�

2,255�

5,625�

8,151

Income from operations before tax

8,775�

9,165�

27,781�

29,803

Income tax provision

3,099�

3,383�

9,892�

11,109

Net income

5,676�

5,782�

17,889�

18,694

Foreign currency translation

(839)

591�

(457)�

79

Comprehensive income

��$

4,837�

��$

6,373�

��$

17,432�

��$

18,773

Earnings per share

Basic

��$

0.09�

��$

0.09�

��$

0.27�

��$

0.28

Diluted

��$

0.09�

��$

0.09�

��$

0.27�

��$

0.28

Weighted average common shares outstanding

Basic

65,589�

65,525�

65,853�

66,108

Diluted

66,747�

66,630�

67,051�

67,158

3



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value amounts)

(Unaudited)

At September�30,

At December�31,

2014

2013

ASSETS

Cash and cash equivalents

��$

106,499�

��$

114,254

Restricted cash and cash equivalents

367�

290

Settlement receivables

27,372�

38,265

Other receivables, net of allowances for doubtful accounts of $2.8 million for both periods

17,223�

16,962

Inventory

10,905�

9,413

Prepaid expenses and other assets

28,404�

26,770

Property, equipment and leasehold improvements, net

19,707�

18,710

Goodwill

188,491�

180,084

Other intangible assets, net

39,314�

31,535

Deferred income taxes, net

79,828�

91,044

Total assets

��$

518,110�

��$

527,327

LIABILITIES AND STOCKHOLDERS� EQUITY

Liabilities

Settlement liabilities

��$

116,711�

��$

145,022

Accounts payable and accrued expenses

69,005�

60,701

Borrowings

95,743�

103,000

Total liabilities

281,459�

308,723

Stockholders� Equity

Common stock, $0.001 par value, 500,000 shares authorized and 90,350 and 89,233 shares issued at September�30, 2014 and December�31, 2013, respectively

90�

89

Convertible preferred stock, $0.001 par value, 50,000 shares authorized and 0 shares outstanding at September�30, 2014 and December�31, 2013

-�

-

Additional paid-in capital

244,247�

231,516

Retained earnings

165,901�

148,012

Accumulated other comprehensive income

2,370�

2,827

Treasury stock, at cost, 24,807 and 23,303 shares at September�30, 2014 and December�31, 2013, respectively

(175,957)

(163,840

)

Total stockholders� equity

236,651�

218,604

Total liabilities and stockholders� equity

��$

518,110�

��$

527,327

4



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Amounts in thousands)

(Unaudited)

Nine Months Ended September�30,

2014

2013

Cash flows from operating activities

Net income

��$

17,889�

$

18,694

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation

5,702�

5,421

Amortization of intangibles

8,476�

6,974

Amortization of financing costs

1,412�

1,323

Loss on sale or disposal of assets

79�

158

Provision for bad debts

6,770�

5,882

Stock-based compensation

7,533�

3,702

Changes in operating assets and liabilities:

Settlement receivables

10,828�

5,050

Other receivables, net

(6,547)

(8,264

)

Inventory

(1,430)

(1,847

)

Prepaid and other assets

(2,927)

(1,726

)

Deferred income taxes

8,554�

10,335

Settlement liabilities

(28,125)

(20,127

)

Accounts payable and accrued expenses

1,226�

188

Net cash provided by operating activities

29,440�

25,763

Cash flows from investing activities

Acquisitions, net of cash acquired

(11,845)

-����

Capital expenditures

(11,035)

(9,165

)

Proceeds from sale of fixed assets

298�

83

Changes in restricted cash and cash equivalents

(77)

(91

)

Net cash used in investing activities

(22,659)

(9,173

)

Cash flows from financing activities

Issuance costs of amended credit facility

-������

(764

)

Repayments against credit facility

(7,258)

(15,000

)

Proceeds from exercise of stock options

5,251�

3,776

Purchase of treasury stock

(12,117)

(14,631

)

Net cash used in financing activities

(14,124)

(26,619

)

Effect of exchange rates on cash

(412)

(1

)

Cash and cash equivalents

Net decrease for the period

(7,755)

(10,030

)

Balance, beginning of the period

114,254�

153,020

Balance, end of the period

��$

106,499�

$

142,990

Supplemental cash flow disclosures

Cash paid for interest

��$

5,154�

��$

6,978

Cash paid for income tax, net of refunds

��$

874�

��$

538

Non-cash tenant improvements paid by landlord

��$

-�����

��$

2,930

Accrued and unpaid capital expenditures

��$

2,260�

��$

2,339

Accrued and unpaid contingent liability for NEWave acquisition

��$

2,463�

��$

-�����

5



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO CASH EARNINGS

AND OPERATING INCOME TO EBITDA AND ADJUSTED EBITDA

(Amounts in thousands, except per share amounts)

(Unaudited)

Three Months Ended September�30,

Nine months ended September�30,

2014

2013

2014

2013

Reconciliation of net income to cash earnings (amounts in thousands, except earnings per share amounts)

Net income

��$

5,676

��$

5,782

��$

17,889

��$

18,694

Equity compensation expense

2,124

1,247

7,533

3,702

Deferred income tax

2,943

3,124

8,554

10,335

Amortization

3,352

2,419

8,476

6,974

MGAM acquisition related expenses

953

-����

953

-����

Cash earnings

��$

15,048

��$

12,572

��$

43,405

��$

39,705

Diluted weighted average number of common shares outstanding

66,747

66,630

67,051

67,158

Diluted cash earnings per share (�Cash EPS�)

��$

0.23

��$

0.19

��$

0.65

��$

0.59

Reconciliation of operating income to EBITDA and Adjusted EBITDA

Operating income

��$

10,771

��$

11,420

��$

33,406

��$

37,954

Plus: depreciation and amortization

5,208

4,327

14,178

12,395

EBITDA

��$

15,979

��$

15,747

��$

47,584

��$

50,349

Equity compensation expense

2,124

1,247

7,533

3,702

MGAM acquisition related expenses

953

-����

953

-����

Adjusted EBITDA

��$

19,056

��$

16,994

��$

56,070

��$

54,051

6



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

RECONCILIATION OF PROJECTED NET INCOME TO PROJECTED CASH EARNINGS

AND PROJECTED OPERATING INCOME TO PROJECTED EBITDA

AND PROJECTED ADJUSTED EBITDA

FOR THE YEAR ENDING DECEMBER 31, 2014

(Amounts in thousands, except per share amounts)

2014 Guidance Range1

Low

High

Reconciliation of projected net income to projected cash earnings (amounts in thousands, except earnings per share amounts)

Projected net income

��$

23,000

��$

24,800

Projected equity compensation expense

9,800

9,800

Projected deferred income tax

11,700

12,800

Projected amortization

10,600

10,600

Projected MGAM acquisition related costs2

3,000

3,000

Projected cash earnings

��$

58,100

��$

61,000

Projected diluted weighted average number of common shares outstanding

67,100

67,100

Projected diluted cash earnings per share (�Cash EPS�)

��$

0.87

��$

0.91

Reconciliation of projected operating income to projected EBITDA and projected Adjusted EBITDA

Projected operating income

��$

44,200

��$

47,200

Plus: projected depreciation and projected amortization2

19,000

19,000

Projected EBITDA

��$

63,200

��$

66,200

Projected equity compensation expense

9,800

9,800

Projected MGAM acquisition related costs

3,000

3,000

Projected Adjusted EBITDA

��$

76,000

��$

79,000

Note:

1.� All figures presented are projected estimates for the year ending December�31, 2014.

2.� Assumes MGAM acquisition will occur in early 2015.

7



GLOBAL CASH ACCESS HOLDINGS,�INC. AND SUBSIDIARIES

OTHER INFORMATION AND DATA

(Amounts in thousands, unless otherwise noted)

(Unaudited)

For the Three Months Ended September�30,

For the Nine Months Ended September�30,

2014

2013

2014

2013

Revenues

Cash Advance

��$

57,544�

��$

58,305�

��$

177,185�

��$

174,292

ATM

70,151�

71,634�

213,172�

219,881

Check Services

5,518�

5,385�

16,146�

16,786

Other

12,268�

10,777�

34,495�

31,028

Total revenues

��$

145,481�

��$

146,101�

��$

440,998�

��$

441,987

Operating income

Cash Advance

��$

15,196�

��$

15,190�

��$

48,980�

��$

46,503

ATM

6,488�

6,114�

18,834�

19,323

Check Services

2,560�

3,074�

8,220�

9,874

Other

6,314�

4,399�

14,786�

14,031

Corporate

(19,787)

(17,357)

(57,414)

(51,777

)

Total operating income

��$

10,771�

��$

11,420�

��$

33,406�

��$

37,954

Three Months Ended September�30,

Nine months ended September�30,

2014

2013

2014

2013

Other data

Aggregate dollar amount processed (in billions)

Cash advance

$

1.23

$

1.24

$

3.78

$

3.67

ATM

$

3.17

$

3.22

$

9.66

$

9.88

Check warranty

$

0.28

$

0.27

$

0.83

$

0.83

Number of transactions completed (in millions)

Cash advance

2.17

2.22

6.69

6.68

ATM

16.23

16.48

49.15

50.79

Check warranty

0.91

0.93

2.71

2.87

8




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