##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission
file no 001-32622
 GLOBAL CASH ACCESS HOLDINGS, INC.
  DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
    
    20-0723270
(I.R.S. Employer I.D. No.)
 3525 EAST POST ROAD
SUITE 120
LAS VEGAS, NEVADA
(Address of Principal Executive Offices)
    
    89120
(Zip Code)
 (800) 833-7110
  Yes þ No o
 Yes o No þ




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TABLE OF CONTENTS
 PagePart I: Financial InformationItem 1: Unaudited Condensed Consolidated Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets as of
September 30, 2005 and December 31, 2004
    
    
    4Unaudited Condensed Consolidated Statements of Income and
Comprehensive Income for the three and nine months ended
September 30, 2005 and 2004
    
    
    5Unaudited Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 2005 and 2004
    
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2: Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    28Item 3: Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 4: Controls and Procedures
    
    
    41Part II: Other InformationItem 1: Legal Proceedings
    
    
    42Item 6: Exhibits
    
    
    43Signatures
    
    
    44Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  2




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PART I: FINANCIAL INFORMATION
 
 ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 3




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GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except par value)
(unaudited)
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCash and cash equivalents
    
    $
    137,272
    
    
    $
    49,577Settlement receivables
    
    
    18,917
    
    
    
    30,357Receivables, other
    
    
    3,876
    
    
    
    4,641Prepaid and other assets
    
    
    14,405
    
    
    
    13,725Property, equipment and leasehold improvements, net
    
    
    9,028
    
    
    
    10,341Goodwill, net
    
    
    156,752
    
    
    
    156,733Other intangibles, net
    
    
    23,278
    
    
    
    16,546Deferred income taxes, net
    
    
    205,343
    
    
    
    214,705Total assets
    
    $
    568,871
    
    
    $
    496,625LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)LIABILITIES:Settlement liabilities
    
    $
    19,952
    
    
    $
    42,192Accounts payable
    
    
    20,160
    
    
    
    20,617Accrued expenses
    
    
    10,124
    
    
    
    12,258Borrowings
    
    
    441,178
    
    
    
    478,250Total liabilities
    
    
    491,414
    
    
    
    553,317COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    211
    
    
    
    87STOCKHOLDERS EQUITY (DEFICIT)Common stock  series A, $0.001 par value, 500,000 shares and
39,325 shares authorized and 80,500 and 31,775 shares
outstanding at September 30, 2005 and December 31, 2004,
respectively
    
    
    81
    
    
    
    32Common stock  series B, $0.001 par value, 0 shares and
13,000 shares authorized and 0 and 400 shares outstanding at
September 30, 2005 and December 31, 2004, respectively
    
    
    
    
    
    
    Convertible preferred stock  series A, $0.001 par value, 50,000
shares and 97,500 shares authorized and 0 shares and 31,720
shares outstanding at September 30, 2005 and December 31, 2004,
respectively
    
    
    
    
    
    
    32Convertible preferred stock  series B, $0.001 par value, 0 shares
and 13,000 shares authorized and 0 shares and 7,605 shares
outstanding at September 30, 2005 and December 31, 2004,
respectively
    
    
    
    
    
    
    8Additional paid in capital
    
    
    115,679
    
    
    
    Accumulated deficit
    
    
    (40,330
    )
    
    
    (58,801
    )Accumulated other comprehensive income
    
    
    1,816
    
    
    
    1,950Total stockholders equity (deficit)
    
    
    77,246
    
    
    
    (56,779
    )Total liabilities and stockholders equity (deficit)
    
    $
    568,871
    
    
    $
    496,625
  4




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GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(amounts in thousands, except per share)
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES:Cash advance
    
    $
    60,298
    
    
    $
    55,798
    
    
    $
    175,009
    
    
    $
    156,605ATM
    
    
    46,572
    
    
    
    41,218
    
    
    
    135,561
    
    
    
    118,600Check services
    
    
    7,088
    
    
    
    6,478
    
    
    
    20,131
    
    
    
    17,998Central Credit and other revenues
    
    
    2,637
    
    
    
    2,676
    
    
    
    8,020
    
    
    
    8,049Total revenues
    
    
    116,595
    
    
    
    106,170
    
    
    
    338,721
    
    
    
    301,252COST OF REVENUES
    
    
    81,305
    
    
    
    71,552
    
    
    
    230,014
    
    
    
    201,935GROSS PROFIT
    
    
    35,290
    
    
    
    34,618
    
    
    
    108,707
    
    
    
    99,317Operating expenses
    
    
    (14,118
    )
    
    
    (9,565
    )
    
    
    (38,162
    )
    
    
    (34,437
    )Amortization
    
    
    (1,267
    )
    
    
    (1,427
    )
    
    
    (3,926
    )
    
    
    (4,276
    )Depreciation
    
    
    (1,735
    )
    
    
    (1,981
    )
    
    
    (5,619
    )
    
    
    (5,945
    )OPERATING INCOME
    
    
    18,170
    
    
    
    21,645
    
    
    
    61,000
    
    
    
    54,659INTEREST INCOME (EXPENSE), NETInterest income
    
    
    368
    
    
    
    384
    
    
    
    1,001
    
    
    
    973Interest expense
    
    
    (11,651
    )
    
    
    (9,608
    )
    
    
    (33,411
    )
    
    
    (22,849
    )Total interest income (expense), net
    
    
    (11,283
    )
    
    
    (9,224
    )
    
    
    (32,410
    )
    
    
    (21,876
    )INCOME BEFORE INCOME TAX (PROVISION)BENEFIT
AND MINORITY OWNERSHIP LOSS
    
    
    6,887
    
    
    
    12,421
    
    
    
    28,590
    
    
    
    32,783INCOME TAX (PROVISION) BENEFIT
    
    
    (2,464
    )
    
    
    (5,763
    )
    
    
    (10,277
    )
    
    
    202,319INCOME BEFORE MINORITY OWNERSHIP LOSS
    
    
    4,423
    
    
    
    6,658
    
    
    
    18,313
    
    
    
    235,102MINORITY OWNERSHIP LOSS
    
    
    63
    
    
    
    36
    
    
    
    156
    
    
    
    158NET INCOME
    
    
    4,486
    
    
    
    6,694
    
    
    
    18,469
    
    
    
    235,260Foreign currency translation
    
    
    131
    
    
    
    79
    
    
    
    (133
    )
    
    
    (125
    )Income tax (provision) benefit
related to other comprehensive income
items
    
    
    (47
    )
    
    
    (28
    )
    
    
    48
    
    
    
    45COMPREHENSIVE INCOME
    
    $
    4,570
    
    
    $
    6,745
    
    
    $
    18,384
    
    
    $
    235,180Earnings per shareBasic
    
    $
    0.12
    
    
    $
    0.21
    
    
    $
    0.55
    
    
    $
    7.31Diluted
    
    $
    0.06
    
    
    $
    0.09
    
    
    $
    0.26
    
    
    $
    3.29Weighted average number of common shares
outstandingBasic
    
    
    36,377
    
    
    
    32,175
    
    
    
    33,591
    
    
    
    32,175Diluted
    
    
    72,500
    
    
    
    71,500
    
    
    
    71,980
    
    
    
    71,500
  5




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GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    18,469
    
    
    $
    235,260Adjustments to reconcile net income to
cash provided by operating activities:Amortization of financing costs
    
    
    1,494
    
    
    
    1,124Amortization of intangibles
    
    
    3,926
    
    
    
    4,276Depreciation
    
    
    5,619
    
    
    
    5,945Loss on disposal of assets
    
    
    45
    
    
    
    179Bad debt expense
    
    
    1,100
    
    
    
    Deferred income taxes
    
    
    9,362
    
    
    
    (203,982
    )Minority ownership loss
    
    
    (156
    )
    
    
    (158
    )Changes in operating assets and liabilities:Settlement receivables
    
    
    11,296
    
    
    
    5,145Receivables, other
    
    
    (1,708
    )
    
    
    336Prepaid and other assets
    
    
    (1,941
    )
    
    
    (653
    )Settlement liabilities
    
    
    (22,085
    )
    
    
    (7,670
    )Accounts payable
    
    
    (430
    )
    
    
    56Accrued expenses
    
    
    (2,570
    )
    
    
    6,068Net cash provided by operating activities
    
    
    22,421
    
    
    
    45,926CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, equipment and leasehold improvements
    
    
    (4,345
    )
    
    
    (1,704
    )Purchase of other intangibles
    
    
    (10,665
    )
    
    
    (1,298
    )Net cash used in investing activities
    
    
    (15,010
    )
    
    
    (3,002
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under credit facility
    
    
    
    
    
    
    484,087Repayments under credit facility
    
    
    (37,072
    )
    
    
    (6,500
    )Debt issuance costs
    
    
    (132
    )
    
    
    (2,851
    )Proceeds from sale of stock
    
    
    117,180
    
    
    
    Minority capital contributions
    
    
    280
    
    
    
    300Redemption of membership interests and distributions to partners
    
    
    
    
    
    
    (508,587
    )Net cash provided by (used in) financing activities
    
    
    80,256
    
    
    
    (33,551
    )
  6




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GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004NET EFFECT
OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    $
    28
    
    
    $
    (223
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    87,695
    
    
    
    9,150CASH AND
CASH EQUIVALENTS  Beginning of period
    
    
    49,577
    
    
    
    23,423CASH AND
CASH EQUIVALENTS  End of period
    
    $
    137,272
    
    
    $
    32,573SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    36,528
    
    
    $
    16,883Cash paid for income taxes, net of refunds
    
    $
    2,324
    
    
    $
    78SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Contribution related to forgiveness of related party payable
    
    $
    
    
    
    $
    964Distribution related to forgiveness of related party receivable
    
    $
    
    
    
    $
    3,166Debt issuance costs treated as a reduction of credit facility proceeds
    
    $
    
    
    
    $
    10,913Conversion of preferred series A and series B and common series B into common series A
    
    $
    40
    
    
    $
    
  7




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BUSINESS AND BASIS OF PRESENTATION
 Business

    Basis
of Presentation 
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles
of Consolidation
 8




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##### Table of Contents



Earnings
Applicable to Common Stock  Earnings per Share
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average common shares
outstanding  basic
    
    
    36,377
    
    
    
    32,175
    
    
    
    33,591
    
    
    
    32,175Potential dilution from conversion
of preferred shares
    
    
    35,905
    
    
    
    39,325
    
    
    
    38,173
    
    
    
    39,325Potential dilution from equity grants
    
    
    218
    
    
    
    
    
    
    
    216
    
    
    
    Weighted average common shares
outstanding  diluted
    
    
    72,500
    
    
    
    71,500
    
    
    
    71,980
    
    
    
    71,500
 Stock-Based
Compensation  Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of FASB Statement No. 123 Accounting
for Stock Issued to Employees,
   9




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income, as reported
    
    $
    4,486
    
    
    $
    6,694
    
    
    $
    18,469
    
    
    $
    235,260Less: total stock-based compensation
determined under fair-value based method
for all awards, net of tax
    
    
    (998
    )
    
    
    (41
    )
    
    
    (2,821
    )
    
    
    (41
    )Pro forma net income
    
    $
    3,488
    
    
    $
    6,653
    
    
    $
    15,648
    
    
    $
    235,219Pro forma earnings per shareBasic
    
    $
    0.10
    
    
    $
    0.21
    
    
    $
    0.47
    
    
    $
    7.31Diluted
    
    $
    0.05
    
    
    $
    0.09
    
    
    $
    0.22
    
    
    $
    3.29Pro forma weighted average number
of common shares outstandingBasic
    
    
    36,377
    
    
    
    32,175
    
    
    
    33,591
    
    
    
    32,175Diluted
    
    
    72,500
    
    
    
    71,500
    
    
    
    71,980
    
    
    
    71,500
 Recently
Issued Accounting Standards Share-Based Payment,
 Accounting Changes and Error Corrections
 Accounting for Uncertain Tax Positions, Accounting for Income Taxes
 3.
    
    ATM FUNDING AGREEMENTS
 Bank
of America Amended Treasury Services Agreement 
 10




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##### Table of Contents



Site
Funded ATMs 
 4.
    
    OTHER INTANGIBLES
  5.
    
    COMMITMENTS AND CONTINGENCIES
    6.
    
    BORROWINGS
 Senior
Secured Credit Facility 
  11




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##### Table of Contents



7.
    
    RELATED PARTY TRANSACTIONS
   
   12




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##### Table of Contents



Three Months Ended
    
    Nine Months EndedName of
    
    
    
    September 30,
    
    September 30,Related Party
    
    Description of Transaction
    
    2005
    
    2004
    
    2005
    
    2004M&C Affiliates:Infonox on the Web
    
    Software development costs and maintenance
expense included in operating expenses and
other intangibles, net
    
    $
    350
    
    
    $
    350
    
    
    $
    1,171
    
    
    $
    1,100USA Payments
    
    Transaction processing charges included in
cost of revenues
    
    
    667
    
    
    
    640
    
    
    
    2,190
    
    
    
    1,910USA Payments
    
    Pass through billing related to gateway fees,
telecom and other items included in cost of
revenues and operating expenses
    
    
    314
    
    
    
    343
    
    
    
    917
    
    
    
    1,268Bank of America, N.A.:Bank of America,
N.A.
    
    Bank fees and cash preparation fees for cash
accounts maintained included within operating
expenses
    
    
    455
    
    
    
    555
    
    
    
    1,321
    
    
    
    746Bank of America,
N.A.
    
    Cash usage fee included within interest expense
    
    $
    2,837
    
    
    $
    1,265
    
    
    $
    7,058
    
    
    $
    1,493
  September 30,
    
    
    December 31,2005
    
    
    2004M&C and related companies
    
    $
    45
    
    
    $
    45Bank of America, N.A.
    
    
    38
    
    
    
    6Total included within receivables, other
    
    $
    83
    
    
    $
    51USA Payments
    
    $
    (298
    )
    
    $
    (325
    )Infonox on the Web
    
    
    (143
    )
    
    
    (52
    )Bank of America, N.A.
    
    
    (150
    )
    
    
    (137
    )Total included within accounts payable and
accrued expenses
    
    $
    (591
    )
    
    $
    (514
    )
 13




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8.
    
    PRO FORMA INCOME TAXES
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2004
    
    
    2004Income before income tax provision (benefit) and minority
ownership loss  historical
    
    $
    12,421
    
    
    $
    32,783Income tax provision  historical, exclusive of tax benefit, net
    
    
    (5,763
    )
    
    
    (8,306
    )Pro forma income tax provision
    
    
    1,291
    
    
    
    (3,496
    )Minority ownership loss  historical
    
    
    36
    
    
    
    158Pro forma net income
    
    $
    7,985
    
    
    $
    21,139Pro forma earnings per shareBasic
    
    $
    0.25
    
    
    $
    0.66Diluted
    
    $
    0.11
    
    
    $
    0.30Pro forma weighted average number of common shares outstandingBasic
    
    
    32,175
    
    
    
    32,175Diluted
    
    
    71,500
    
    
    
    71,500
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2004
    
    
    2004Income before income taxes, as reported
    
    $
    12,421
    
    
    $
    32,783Effective pro forma income tax rate
    
    
    36.00
    %
    
    
    36.00
    %Pro forma income tax expense
    
    $
    4,472
    
    
    $
    11,802
 9.
    
    SEGMENT INFORMATION
 Disclosures About Segments of an Enterprise and
Related Information
 14




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##### Table of Contents



Major customers 
  Cash
    
    
    
    
    
    
    Check
    
    
    CreditAdvance
    
    
    ATM
    
    
    Services
    
    
    Reporting
    
    
    Other
    
    
    TotalThree Months Ended September 30, 2005Revenues
    
    $
    60,298
    
    
    $
    46,572
    
    
    $
    7,088
    
    
    $
    2,200
    
    
    $
    437
    
    
    $
    116,595Depreciation and amortization
    
    
    (1,057
    )
    
    
    (1,798
    )
    
    
    (9
    )
    
    
    (20
    )
    
    
    (118
    )
    
    
    (3,002
    )Operating income
    
    
    8,870
    
    
    
    7,506
    
    
    
    1,132
    
    
    
    562
    
    
    
    100
    
    
    
    18,170Interest income
    
    
    368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    368Interest expense
    
    
    (4,558
    )
    
    
    (6,358
    )
    
    
    (536
    )
    
    
    (166
    )
    
    
    (33
    )
    
    
    (11,651
    )Income taxes
    
    
    (1,675
    )
    
    
    (407
    )
    
    
    (214
    )
    
    
    (142
    )
    
    
    (26
    )
    
    
    (2,464
    )Minority ownership loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    63Net income
    
    $
    3,005
    
    
    $
    741
    
    
    $
    382
    
    
    $
    254
    
    
    $
    104
    
    
    $
    4,486Three Months Ended September 30, 2004Revenues
    
    $
    55,798
    
    
    $
    41,218
    
    
    $
    6,478
    
    
    $
    2,334
    
    
    $
    342
    
    
    $
    106,170Depreciation and amortization
    
    
    (1,186
    )
    
    
    (1,998
    )
    
    
    (8
    )
    
    
    (93
    )
    
    
    (123
    )
    
    
    (3,408
    )Operating income (loss)
    
    
    11,728
    
    
    
    6,242
    
    
    
    2,598
    
    
    
    1,100
    
    
    
    (23
    )
    
    
    21,645Interest income
    
    
    384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384Interest expense
    
    
    (4,317
    )
    
    
    (4,595
    )
    
    
    (507
    )
    
    
    (157
    )
    
    
    (32
    )
    
    
    (9,608
    )Income taxes
    
    
    (3,594
    )
    
    
    (1,097
    )
    
    
    (753
    )
    
    
    (339
    )
    
    
    20
    
    
    
    (5,763
    )Minority ownership loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    36Net income
    
    $
    4,201
    
    
    $
    550
    
    
    $
    1,338
    
    
    $
    604
    
    
    $
    1
    
    
    $
    6,694
 15




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##### Table of Contents



Cash
    
    
    
    
    
    
    Check
    
    
    CreditAdvance
    
    
    ATM
    
    
    Services
    
    
    Reporting
    
    
    Other
    
    
    TotalNine Months Ended September 30, 2005Revenues
    
    $
    175,009
    
    
    $
    135,561
    
    
    $
    20,131
    
    
    $
    6,799
    
    
    $
    1,221
    
    
    $
    338,721Depreciation and amortization
    
    
    (3,282
    )
    
    
    (5,791
    )
    
    
    (28
    )
    
    
    (83
    )
    
    
    (361
    )
    
    
    (9,545
    )Operating income
    
    
    31,459
    
    
    
    21,086
    
    
    
    5,560
    
    
    
    2,678
    
    
    
    217
    
    
    
    61,000Interest income
    
    
    1,001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,001Interest expense
    
    
    (13,616
    )
    
    
    (17,605
    )
    
    
    (1,566
    )
    
    
    (529
    )
    
    
    (95
    )
    
    
    (33,411
    )Income taxes
    
    
    (6,774
    )
    
    
    (1,247
    )
    
    
    (1,438
    )
    
    
    (774
    )
    
    
    (44
    )
    
    
    (10,277
    )Minority ownership loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156
    
    
    
    156Net income
    
    $
    12,070
    
    
    $
    2,234
    
    
    $
    2,556
    
    
    $
    1,375
    
    
    $
    234
    
    
    $
    18,469Nine Months Ended September 30, 2004Revenues
    
    $
    156,605
    
    
    $
    118,600
    
    
    $
    17,998
    
    
    $
    7,045
    
    
    $
    1,004
    
    
    $
    301,252Depreciation and amortization
    
    
    (3,652
    )
    
    
    (5,911
    )
    
    
    (10
    )
    
    
    (276
    )
    
    
    (372
    )
    
    
    (10,221
    )Operating income (loss)
    
    
    29,466
    
    
    
    15,193
    
    
    
    6,872
    
    
    
    3,162
    
    
    
    (34
    )
    
    
    54,659Interest income
    
    
    973
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    973Interest expense
    
    
    (9,711
    )
    
    
    (11,576
    )
    
    
    (1,117
    )
    
    
    (377
    )
    
    
    (68
    )
    
    
    (22,849
    )Income taxes
    
    
    123,107
    
    
    
    82,250
    
    
    
    (2,072
    )
    
    
    (1,003
    )
    
    
    37
    
    
    
    202,319Minority ownership loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158
    
    
    
    158Net income
    
    $
    143,835
    
    
    $
    85,867
    
    
    $
    3,683
    
    
    $
    1,782
    
    
    $
    93
    
    
    $
    235,260
 September 30,
    
    
    December 31,Total Assets
    
    2005
    
    
    2004Cash advance
    
    $
    389,690
    
    
    $
    317,604ATM
    
    
    133,995
    
    
    
    133,005Check services
    
    
    1,798
    
    
    
    4,223Credit reporting
    
    
    43,103
    
    
    
    41,263Other
    
    
    285
    
    
    
    530Total assets
    
    $
    568,871
    
    
    $
    496,625
 10.
    
    SUBSEQUENT EVENTS
  3 4
 16




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##### Table of Contents



11.
    
    GUARANTOR INFORMATION
 3 4
 17




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  BALANCE SHEET INFORMATION
SEPTEMBER 30, 2005
 (amounts in thousands)
 (unaudited)
 Combined
    
    
    Combined Non-
    
    
    EliminationParent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Entries *
    
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    
    
    
    $
    132,074
    
    
    $
    590
    
    
    $
    4,608
    
    
    $
    
    
    
    $
    137,272Settlement receivables
    
    
    
    
    
    
    18,550
    
    
    
    
    
    
    
    367
    
    
    
    
    
    
    
    18,917Receivables, other
    
    
    116,043
    
    
    
    7,901
    
    
    
    19,856
    
    
    
    25
    
    
    
    (139,949
    )
    
    
    3,876Prepaid and other assets
    
    
    
    
    
    
    14,380
    
    
    
    2
    
    
    
    23
    
    
    
    
    
    
    
    14,405Investment in subsidiaries
    
    
    38,443
    
    
    
    63,860
    
    
    
    
    
    
    
    
    
    
    
    (102,303
    )
    
    
    Property, equipment and
leasehold improvements, net
    
    
    
    
    
    
    8,941
    
    
    
    3
    
    
    
    84
    
    
    
    
    
    
    
    9,028Goodwill, net
    
    
    
    
    
    
    116,574
    
    
    
    39,471
    
    
    
    707
    
    
    
    
    
    
    
    156,752Other intangibles, net
    
    
    
    
    
    
    22,942
    
    
    
    144
    
    
    
    192
    
    
    
    
    
    
    
    23,278Deferred income taxes, net
    
    
    
    
    
    
    205,343
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,343TOTAL
    
    $
    154,486
    
    
    $
    590,565
    
    
    $
    60,066
    
    
    $
    6,006
    
    
    $
    (242,252
    )
    
    $
    568,871LIABILITIES AND STOCKHOLDERS
(DEFICIT) EQUITYLIABILITIES:Settlement liabilities
    
    $
    
    
    
    $
    19,695
    
    
    $
    
    
    
    $
    257
    
    
    $
    
    
    
    $
    19,952Accounts payable
    
    
    
    
    
    
    19,793
    
    
    
    19
    
    
    
    348
    
    
    
    
    
    
    
    20,160Accrued expenses
    
    
    354
    
    
    
    148,131
    
    
    
    55
    
    
    
    1,533
    
    
    
    (139,949
    )
    
    
    10,124Borrowings
    
    
    
    
    
    
    441,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    441,178Total liabilities
    
    
    354
    
    
    
    628,797
    
    
    
    74
    
    
    
    2,138
    
    
    
    (139,949
    )
    
    
    491,414COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    211STOCKHOLDERS (DEFICIT) EQUITY
    
    
    154,132
    
    
    
    (38,443
    )
    
    
    59,992
    
    
    
    3,868
    
    
    
    (102,303
    )
    
    
    77,246TOTAL
    
    $
    154,486
    
    
    $
    590,565
    
    
    $
    60,066
    
    
    $
    6,006
    
    
    $
    (242,252
    )
    
    $
    568,871
 
 *
    
    Eliminations include intercompany investments and management fees 18




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  BALANCE SHEET INFORMATION
DECEMBER 31, 2004
 (amounts in thousands)
 (unaudited)
 CombinedCombined
    
    
    Non-
    
    
    EliminationParent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Entries *
    
    
    ConsolidatedASSETSCash and cash equivalents
    
    $
    700
    
    
    $
    45,037
    
    
    $
    662
    
    
    $
    3,178
    
    
    $
    
    
    
    $
    49,577Settlement receivables
    
    
    
    
    
    
    29,787
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    30,357Receivables, other
    
    
    
    
    
    
    6,915
    
    
    
    16,952
    
    
    
    19
    
    
    
    (19,245
    )
    
    
    4,641Prepaid and other assets
    
    
    
    
    
    
    13,713
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    13,725Investment in subsidiaries
    
    
    (57,479
    )
    
    
    59,719
    
    
    
    
    
    
    
    
    
    
    
    (2,240
    )
    
    
    Property, equipment and
leasehold improvements, net
    
    
    
    
    
    
    10,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,341Goodwill, net
    
    
    
    
    
    
    116,575
    
    
    
    39,470
    
    
    
    688
    
    
    
    
    
    
    
    156,733Other intangibles, net
    
    
    
    
    
    
    16,512
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    16,546Deferred income taxes, net
    
    
    
    
    
    
    214,121
    
    
    
    
    
    
    
    584
    
    
    
    
    
    
    
    214,705TOTAL
    
    $
    (56,779
    )
    
    $
    512,720
    
    
    $
    57,118
    
    
    $
    5,051
    
    
    $
    (21,485
    )
    
    $
    496,625LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYLIABILITIES:Settlement liabilities
    
    $
    
    
    
    $
    41,583
    
    
    $
    
    
    
    $
    609
    
    
    $
    
    
    
    $
    42,192Accounts payable
    
    
    
    
    
    
    19,929
    
    
    
    375
    
    
    
    313
    
    
    
    
    
    
    
    20,617Accrued expenses
    
    
    
    
    
    
    30,350
    
    
    
    
    
    
    
    1,153
    
    
    
    (19,245
    )
    
    
    12,258Borrowings
    
    
    
    
    
    
    478,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    478,250Total liabilities
    
    
    
    
    
    
    570,112
    
    
    
    375
    
    
    
    2,075
    
    
    
    (19,245
    )
    
    
    553,317COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87STOCKHOLDERS (DEFICIT) EQUITY
    
    
    (56,779
    )
    
    
    (57,479
    )
    
    
    56,743
    
    
    
    2,976
    
    
    
    (2,240
    )
    
    
    (56,779
    )TOTAL
    
    $
    (56,779
    )
    
    $
    512,720
    
    
    $
    57,118
    
    
    $
    5,051
    
    
    $
    (21,485
    )
    
    $
    496,625
 
 *
    
    Eliminations include intercompany investments and management fees 19




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2005
 (amounts in thousands)
 (unaudited)
 CombinedCombined
    
    
    Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedREVENUES:Cash advance
    
    $
    
    
    
    $
    59,056
    
    
    $
    
    
    
    $
    1,242
    
    
    $
    
    
    
    $
    60,298ATM
    
    
    
    
    
    
    46,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,572Check services
    
    
    
    
    
    
    5,376
    
    
    
    1,712
    
    
    
    
    
    
    
    
    
    
    
    7,088Central Credit and other revenues
    
    
    4,486
    
    
    
    1,660
    
    
    
    2,200
    
    
    
    17
    
    
    
    (5,726
    )
    
    
    2,637Total revenues
    
    
    4,486
    
    
    
    112,664
    
    
    
    3,912
    
    
    
    1,259
    
    
    
    (5,726
    )
    
    
    116,595COST OF REVENUES
    
    
    
    
    
    
    79,173
    
    
    
    1,341
    
    
    
    791
    
    
    
    
    
    
    
    81,305GROSS PROFIT
    
    
    4,486
    
    
    
    33,491
    
    
    
    2,571
    
    
    
    468
    
    
    
    (5,726
    )
    
    
    35,290Operating expenses
    
    
    
    
    
    
    (12,410
    )
    
    
    (1,485
    )
    
    
    (381
    )
    
    
    158
    
    
    
    (14,118
    )Amortization
    
    
    
    
    
    
    (1,236
    )
    
    
    (17
    )
    
    
    (14
    )
    
    
    
    
    
    
    (1,267
    )Depreciation
    
    
    
    
    
    
    (1,727
    )
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (1,735
    )OPERATING INCOME (LOSS)
    
    
    4,486
    
    
    
    18,118
    
    
    
    1,069
    
    
    
    65
    
    
    
    (5,568
    )
    
    
    18,170INTEREST INCOME (EXPENSE), NETInterest income
    
    
    
    
    
    
    344
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    368Interest expense
    
    
    
    
    
    
    (11,651
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,651
    )Total interest income (expense) , net
    
    
    
    
    
    
    (11,307
    )
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    (11,283
    )INCOME (LOSS) BEFORE INCOME TAX PROVISION
AND MINORITY OWNERSHIP LOSS
    
    
    4,486
    
    
    
    6,811
    
    
    
    1,069
    
    
    
    89
    
    
    
    (5,568
    )
    
    
    6,887INCOME TAX PROVISION
    
    
    
    
    
    
    (2,388
    )
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    (2,464
    )INCOME (LOSS) BEFORE MINORITY
OWNERSHIP LOSS
    
    
    4,486
    
    
    
    4,423
    
    
    
    1,069
    
    
    
    13
    
    
    
    (5,568
    )
    
    
    4,423MINORITY OWNERSHIP LOSS
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63NET INCOME (LOSS)
    
    $
    4,486
    
    
    $
    4,486
    
    
    $
    1,069
    
    
    $
    13
    
    
    $
    (5,568
    )
    
    $
    4,486
 
 *
    
    Eliminations include earnings on subsidiaries and management fees 20




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 2004
 (amounts in thousands)
 (unaudited)
 Combined
    
    
    Combined Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedREVENUES:Cash advance
    
    $
    
    
    
    $
    54,590
    
    
    $
    
    
    
    $
    1,208
    
    
    $
    
    
    
    $
    55,798ATM
    
    
    
    
    
    
    41,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,218Check services
    
    
    
    
    
    
    6,478
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,478Central Credit and other revenues
    
    
    6,694
    
    
    
    2,824
    
    
    
    2,620
    
    
    
    19
    
    
    
    (9,481
    )
    
    
    2,676Total revenues
    
    
    6,694
    
    
    
    105,110
    
    
    
    2,620
    
    
    
    1,227
    
    
    
    (9,481
    )
    
    
    106,170COST OF REVENUES
    
    
    
    
    
    
    70,718
    
    
    
    72
    
    
    
    762
    
    
    
    
    
    
    
    71,552GROSS PROFIT
    
    
    6,694
    
    
    
    34,392
    
    
    
    2,548
    
    
    
    465
    
    
    
    (9,481
    )
    
    
    34,618Operating expenses
    
    
    
    
    
    
    (8,467
    )
    
    
    (880
    )
    
    
    (334
    )
    
    
    116
    
    
    
    (9,565
    )Amortization
    
    
    
    
    
    
    (1,344
    )
    
    
    (83
    )
    
    
    
    
    
    
    
    
    
    
    (1,427
    )Depreciation
    
    
    
    
    
    
    (1,973
    )
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    (1,981
    )OPERATING INCOME (LOSS)
    
    
    6,694
    
    
    
    22,608
    
    
    
    1,577
    
    
    
    131
    
    
    
    (9,365
    )
    
    
    21,645INTEREST INCOME (EXPENSE), NETInterest income
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    384Interest expense
    
    
    
    
    
    
    (9,608
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,608
    )Total interest income (expense), net
    
    
    
    
    
    
    (9,238
    )
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    (9,224
    )INCOME (LOSS) BEFORE INCOME
TAX PROVISION AND MINORITY
OWNERSHIP LOSS
    
    
    6,694
    
    
    
    13,370
    
    
    
    1,577
    
    
    
    145
    
    
    
    (9,365
    )
    
    
    12,421INCOME TAX PROVISION
    
    
    
    
    
    
    (6,712
    )
    
    
    
    
    
    
    949
    
    
    
    
    
    
    
    (5,763
    )INCOME (LOSS) BEFORE MINORITY
OWNERSHIP LOSS
    
    
    6,694
    
    
    
    6,658
    
    
    
    1,577
    
    
    
    1,094
    
    
    
    (9,365
    )
    
    
    6,658MINORITY OWNERSHIP LOSS
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36NET INCOME (LOSS)
    
    $
    6,694
    
    
    $
    6,694
    
    
    $
    1,577
    
    
    $
    1,094
    
    
    $
    (9,365
    )
    
    $
    6,694
 
 *
    
    Eliminations include earnings on subsidiaries and management fees 21




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2005
 (amounts in thousands)(unaudited)
 CombinedCombined
    
    
    Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedREVENUES:Cash advance
    
    $
    
    
    
    $
    171,347
    
    
    $
    
    
    
    $
    3,662
    
    
    $
    
    
    
    $
    175,009ATM
    
    
    
    
    
    
    135,561
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,561Check services
    
    
    
    
    
    
    17,973
    
    
    
    2,158
    
    
    
    
    
    
    
    
    
    
    
    20,131Central Credit and other revenues
    
    
    18,469
    
    
    
    4,944
    
    
    
    6,799
    
    
    
    63
    
    
    
    (22,255
    )
    
    
    8,020Total revenues
    
    
    18,469
    
    
    
    329,825
    
    
    
    8,957
    
    
    
    3,725
    
    
    
    (22,255
    )
    
    
    338,721COST OF REVENUES
    
    
    
    
    
    
    225,829
    
    
    
    1,880
    
    
    
    2,305
    
    
    
    
    
    
    
    230,014GROSS PROFIT
    
    
    18,469
    
    
    
    103,996
    
    
    
    7,077
    
    
    
    1,420
    
    
    
    (22,255
    )
    
    
    108,707Operating expenses
    
    
    
    
    
    
    (33,777
    )
    
    
    (3,755
    )
    
    
    (1,079
    )
    
    
    449
    
    
    
    (38,162
    )Amortization
    
    
    
    
    
    
    (3,832
    )
    
    
    (73
    )
    
    
    (21
    )
    
    
    
    
    
    
    (3,926
    )Depreciation
    
    
    
    
    
    
    (5,602
    )
    
    
    (1
    )
    
    
    (16
    )
    
    
    
    
    
    
    (5,619
    )OPERATING INCOME (LOSS)
    
    
    18,469
    
    
    
    60,785
    
    
    
    3,248
    
    
    
    304
    
    
    
    (21,806
    )
    
    
    61,000INTEREST INCOME (EXPENSE), NETInterest income
    
    
    
    
    
    
    934
    
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    1,001Interest expense
    
    
    
    
    
    
    (33,411
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,411
    )Total interest income (expense) , net
    
    
    
    
    
    
    (32,477
    )
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    (32,410
    )INCOME (LOSS) BEFORE INCOME TAX PROVISION
AND MINORITY OWNERSHIP LOSS
    
    
    18,469
    
    
    
    28,308
    
    
    
    3,248
    
    
    
    371
    
    
    
    (21,806
    )
    
    
    28,590INCOME TAX PROVISION
    
    
    
    
    
    
    (9,995
    )
    
    
    
    
    
    
    (282
    )
    
    
    
    
    
    
    (10,277
    )INCOME (LOSS) BEFORE MINORITY
OWNERSHIP LOSS
    
    
    18,469
    
    
    
    18,313
    
    
    
    3,248
    
    
    
    89
    
    
    
    (21,806
    )
    
    
    18,313MINORITY OWNERSHIP LOSS
    
    
    
    
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156NET INCOME (LOSS)
    
    $
    18,469
    
    
    $
    18,469
    
    
    $
    3,248
    
    
    $
    89
    
    
    $
    (21,806
    )
    
    $
    18,469
 
 *
    
    Eliminations include earnings on subsidiaries and management fees 22




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF INCOME INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2004
 (amounts in thousands)
 (unaudited)
 Combined
    
    
    Combined Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedREVENUES:Cash advance
    
    $
    
    
    
    $
    153,505
    
    
    $
    
    
    
    $
    3,100
    
    
    $
    
    
    
    $
    156,605ATM
    
    
    
    
    
    
    118,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118,600Check services
    
    
    
    
    
    
    17,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,998Central Credit and other revenues
    
    
    235,260
    
    
    
    4,565
    
    
    
    7,886
    
    
    
    54
    
    
    
    (239,716
    )
    
    
    8,049Total revenues
    
    
    235,260
    
    
    
    294,668
    
    
    
    7,886
    
    
    
    3,154
    
    
    
    (239,716
    )
    
    
    301,252COST OF REVENUES
    
    
    
    
    
    
    199,786
    
    
    
    203
    
    
    
    1,946
    
    
    
    
    
    
    
    201,935GROSS PROFIT
    
    
    235,260
    
    
    
    94,882
    
    
    
    7,683
    
    
    
    1,208
    
    
    
    (239,716
    )
    
    
    99,317Operating expenses
    
    
    
    
    
    
    (29,601
    )
    
    
    (2,695
    )
    
    
    (2,435
    )
    
    
    294
    
    
    
    (34,437
    )Amortization
    
    
    
    
    
    
    (4,024
    )
    
    
    (252
    )
    
    
    
    
    
    
    
    
    
    
    (4,276
    )Depreciation
    
    
    
    
    
    
    (5,923
    )
    
    
    (22
    )
    
    
    
    
    
    
    
    
    
    
    (5,945
    )OPERATING INCOME (LOSS)
    
    
    235,260
    
    
    
    55,334
    
    
    
    4,714
    
    
    
    (1,227
    )
    
    
    (239,422
    )
    
    
    54,659INTEREST INCOME (EXPENSE), NETInterest income
    
    
    
    
    
    
    889
    
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    973Interest expense
    
    
    
    
    
    
    (22,849
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,849
    )Total interest income (expense), net
    
    
    
    
    
    
    (21,960
    )
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    (21,876
    )INCOME (LOSS) BEFORE INCOME
TAX PROVISION AND MINORITY
OWNERSHIP LOSS
    
    
    235,260
    
    
    
    33,374
    
    
    
    4,714
    
    
    
    (1,143
    )
    
    
    (239,422
    )
    
    
    32,783INCOME TAX PROVISION
    
    
    
    
    
    
    201,728
    
    
    
    
    
    
    
    591
    
    
    
    
    
    
    
    202,319INCOME (LOSS) BEFORE MINORITY
OWNERSHIP LOSS
    
    
    235,260
    
    
    
    235,102
    
    
    
    4,714
    
    
    
    (552
    )
    
    
    (239,422
    )
    
    
    235,102MINORITY OWNERSHIP LOSS
    
    
    
    
    
    
    158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    158NET INCOME (LOSS)
    
    $
    235,260
    
    
    $
    235,260
    
    
    $
    4,714
    
    
    $
    (552
    )
    
    $
    (239,422
    )
    
    $
    235,260
 
 *
    
    Eliminations include earnings on subsidiaries and management fees 23




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005
 (amounts in thousands)
 (unaudited)
 CombinedCombined
    
    
    Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    18,469
    
    
    $
    18,469
    
    
    $
    3,248
    
    
    $
    89
    
    
    $
    (21,806
    )
    
    $
    18,469Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities:Amortization of financing costs
    
    
    
    
    
    
    1,494
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,494Amortization of intangibles
    
    
    
    
    
    
    3,832
    
    
    
    73
    
    
    
    21
    
    
    
    
    
    
    
    3,926Depreciation
    
    
    
    
    
    
    5,602
    
    
    
    1
    
    
    
    16
    
    
    
    
    
    
    
    5,619Loss (gain) on sale or disposal of assets
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45Write-off of bad debt
    
    
    
    
    
    
    1,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,100Deferred income taxes
    
    
    
    
    
    
    8,779
    
    
    
    
    
    
    
    583
    
    
    
    
    
    
    
    9,362Equity (income) loss
    
    
    (18,469
    )
    
    
    (3,337
    )
    
    
    
    
    
    
    
    
    
    
    21,806
    
    
    
    Minority ownership loss
    
    
    
    
    
    
    (156
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (156
    )Changes in operating assets and liabilities:Settlement receivables
    
    
    
    
    
    
    11,081
    
    
    
    
    
    
    
    215
    
    
    
    
    
    
    
    11,296Receivables, other
    
    
    (1,138
    )
    
    
    (2,320
    )
    
    
    (2,904
    )
    
    
    (7
    )
    
    
    4,661
    
    
    
    (1,708
    )Prepaid and other assets
    
    
    
    
    
    
    (1,928
    )
    
    
    (2
    )
    
    
    (11
    )
    
    
    
    
    
    
    (1,941
    )Settlement liabilities
    
    
    
    
    
    
    (21,728
    )
    
    
    
    
    
    
    (357
    )
    
    
    
    
    
    
    (22,085
    )Accounts payable
    
    
    
    
    
    
    (109
    )
    
    
    (356
    )
    
    
    35
    
    
    
    
    
    
    
    (430
    )Accrued expenses
    
    
    
    
    
    
    1,697
    
    
    
    55
    
    
    
    339
    
    
    
    (4,661
    )
    
    
    (2,570
    )Net cash provided by (used in) operating activities
    
    
    (1,138
    )
    
    
    22,521
    
    
    
    115
    
    
    
    923
    
    
    
    
    
    
    
    22,421CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, equipment and leasehold improvements
    
    
    
    
    
    
    (4,225
    )
    
    
    (4
    )
    
    
    (116
    )
    
    
    
    
    
    
    (4,345
    )Purchase of other intangibles
    
    
    
    
    
    
    (10,286
    )
    
    
    (183
    )
    
    
    (196
    )
    
    
    
    
    
    
    (10,665
    )Investments in subsidiaries
    
    
    (116,742
    )
    
    
    (700
    )
    
    
    
    
    
    
    
    
    
    
    117,442
    
    
    
    Net cash used in investing activities
    
    
    (116,742
    )
    
    
    (15,211
    )
    
    
    (187
    )
    
    
    (312
    )
    
    
    117,442
    
    
    
    (15,010
    )(Continued)
 
 *
    
    Eliminations include intercompany investments and management fees 24




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED SCHEDULE  STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005
 (amounts in thousands)
 (unaudited)
 CombinedCombined
    
    
    Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedCASH FLOWS FROM FINANCING ACTIVITIES:Repayments under credit facility
    
    
    
    
    
    
    (37,072
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,072
    )Debt issuance costs
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (132
    )Proceeds from equity offering
    
    
    117,180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,180Minority capital contributions
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    280Capital contributions
    
    
    
    
    
    
    116,742
    
    
    
    
    
    
    
    700
    
    
    
    (117,442
    )
    
    
    Net cash (used in) provided by
financing activities
    
    
    117,180
    
    
    
    79,818
    
    
    
    
    
    
    
    700
    
    
    
    (117,442
    )
    
    
    80,256NET EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    28NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (700
    )
    
    
    87,037
    
    
    
    (72
    )
    
    
    1,430
    
    
    
    
    
    
    
    87,695CASH AND CASH EQUIVALENTSBeginning
of period
    
    
    700
    
    
    
    45,037
    
    
    
    662
    
    
    
    3,178
    
    
    
    
    
    
    
    49,577CASH AND CASH EQUIVALENTSEnd
of period
    
    $
    
    
    
    $
    132,074
    
    
    $
    590
    
    
    $
    4,608
    
    
    $
    
    
    
    $
    137,272
 * Eliminations include intercompany investments and management fees
 25




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004
 (amounts in thousands)
 (unaudited)
 Combined
    
    
    Combined Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedCASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    235,260
    
    
    $
    235,260
    
    
    $
    4,714
    
    
    $
    (552
    )
    
    $
    (239,422
    )
    
    $
    235,260Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities:Amortization of financing costs
    
    
    
    
    
    
    1,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,124Amortization of intangibles
    
    
    
    
    
    
    4,024
    
    
    
    252
    
    
    
    
    
    
    
    
    
    
    
    4,276Depreciation
    
    
    
    
    
    
    5,923
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    5,945Loss (gain) on sale or disposal of assets
    
    
    
    
    
    
    179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179Deferred income taxes
    
    
    
    
    
    
    (203,416
    )
    
    
    
    
    
    
    (566
    )
    
    
    
    
    
    
    (203,982
    )Equity (income) loss
    
    
    (235,260
    )
    
    
    (4,162
    )
    
    
    
    
    
    
    
    
    
    
    239,422
    
    
    
    Minority ownership loss
    
    
    
    
    
    
    (158
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158
    )Changes in operating assets and liabilities:Settlement receivables
    
    
    
    
    
    
    5,085
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    5,145Receivables, other
    
    
    
    
    
    
    (10,247
    )
    
    
    (4,949
    )
    
    
    (2,798
    )
    
    
    18,330
    
    
    
    336Prepaid and other assets
    
    
    
    
    
    
    (634
    )
    
    
    
    
    
    
    (19
    )
    
    
    
    
    
    
    (653
    )Settlement liabilities
    
    
    
    
    
    
    (7,604
    )
    
    
    
    
    
    
    (66
    )
    
    
    
    
    
    
    (7,670
    )Accounts payable
    
    
    
    
    
    
    (8
    )
    
    
    4
    
    
    
    60
    
    
    
    
    
    
    
    56Accrued expenses
    
    
    
    
    
    
    21,288
    
    
    
    
    
    
    
    3,110
    
    
    
    (18,330
    )
    
    
    6,068Net cash provided by (used in) operating activities
    
    
    
    
    
    
    46,654
    
    
    
    43
    
    
    
    (771
    )
    
    
    
    
    
    
    45,926CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, equipment and leasehold improvements
    
    
    
    
    
    
    (1,704
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,704
    )Purchase of other intangibles
    
    
    
    
    
    
    (1,298
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,298
    )Investments in subsidiaries
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    
    
    
    
    750
    
    
    
    Net cash used in investing activities
    
    
    
    
    
    
    (3,752
    )
    
    
    
    
    
    
    
    
    
    
    750
    
    
    
    (3,002
    )(Continued)
 
 *
    
    Eliminations include intercompany investments and management fees 26




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##### Table of Contents



GLOBAL CASH ACCESS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING SCHEDULE  STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004
 (amounts in thousands)
 (unaudited)
 Combined
    
    
    Combined Non-Parent
    
    
    Issuer
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations *
    
    
    ConsolidatedCASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under credit facility
    
    
    
    
    
    
    484,087
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    484,087Repayments under credit facility
    
    
    
    
    
    
    (6,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,500
    )Debt issuance costs
    
    
    
    
    
    
    (2,851
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,851
    )Minority capital contributions
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Capital contributions
    
    
    700
    
    
    
    
    
    
    
    
    
    
    
    750
    
    
    
    (1,450
    )
    
    
    Redemption of membership interests and distributions to partners
    
    
    
    
    
    
    (505,157
    )
    
    
    
    
    
    
    (4,130
    )
    
    
    700
    
    
    
    (508,587
    )Net cash used in financing activities
    
    
    700
    
    
    
    (30,121
    )
    
    
    
    
    
    
    (3,380
    )
    
    
    (750
    )
    
    
    (33,551
    )NET EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    (13
    )
    
    
    
    
    
    
    (29
    )
    
    
    (181
    )
    
    
    (223
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    700
    
    
    
    12,768
    
    
    
    43
    
    
    
    (4,180
    )
    
    
    (181
    )
    
    
    9,150CASH AND
CASH EQUIVALENTS      Beginning of period
    
    
    
    
    
    
    14,665
    
    
    
    195
    
    
    
    8,563
    
    
    
    
    
    
    
    23,423CASH AND
CASH EQUIVALENTS     End of period
    
    $
    700
    
    
    $
    27,433
    
    
    $
    238
    
    
    $
    4,383
    
    
    $
    (181
    )
    
    $
    32,573
 
 *
    
    Eliminations include intercompany investments and management fees 27




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##### Table of Contents



ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
   28




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##### Table of Contents



Overview
    29




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##### Table of Contents



Three months ended September 30, 2005 compared to three months ended September 30, 2004
  Three Months EndedSeptember 30, 2005
    
    
    September 30, 2004$
    
    
    %
    
    
    $
    
    
    %REVENUES:Cash advance
    
    $
    60,298
    
    
    
    51.7
    %
    
    $
    55,798
    
    
    
    52.6
    %ATM
    
    
    46,572
    
    
    
    39.9
    %
    
    
    41,218
    
    
    
    38.8
    %Check services
    
    
    7,088
    
    
    
    6.1
    %
    
    
    6,478
    
    
    
    6.1
    %Central Credit and other revenues
    
    
    2,637
    
    
    
    2.3
    %
    
    
    2,676
    
    
    
    2.5
    %Total revenues
    
    
    116,595
    
    
    
    100.0
    %
    
    
    106,170
    
    
    
    100.0
    %COST OF REVENUES
    
    
    81,305
    
    
    
    69.7
    %
    
    
    71,552
    
    
    
    67.4
    %GROSS PROFIT
    
    
    35,290
    
    
    
    30.3
    %
    
    
    34,618
    
    
    
    32.6
    %Operating expenses
    
    
    (14,118
    )
    
    
    -12.1
    %
    
    
    (9,565
    )
    
    
    -9.0
    %Amortization
    
    
    (1,267
    )
    
    
    -1.1
    %
    
    
    (1,427
    )
    
    
    -1.3
    %Depreciation
    
    
    (1,735
    )
    
    
    -1.5
    %
    
    
    (1,981
    )
    
    
    -1.9
    %OPERATING INCOME
    
    
    18,170
    
    
    
    15.6
    %
    
    
    21,645
    
    
    
    20.4
    %INTEREST INCOME (EXPENSE), NETInterest income
    
    
    368
    
    
    
    0.3
    %
    
    
    384
    
    
    
    0.4
    %Interest expense
    
    
    (11,651
    )
    
    
    -10.0
    %
    
    
    (9,608
    )
    
    
    -9.0
    %Total interest income (expense), net
    
    
    (11,283
    )
    
    
    -9.7
    %
    
    
    (9,224
    )
    
    
    -8.7
    %INCOME BEFORE INCOME TAX (PROVISION)
BENEFIT AND MINORITY OWNERSHIP LOSS
    
    
    6,887
    
    
    
    5.9
    %
    
    
    12,421
    
    
    
    11.7
    %INCOME TAX (PROVISION) BENEFIT
    
    
    (2,464
    )
    
    
    -2.1
    %
    
    
    (5,763
    )
    
    
    -5.4
    %INCOME BEFORE MINORITY
OWNERSHIP LOSS
    
    
    4,423
    
    
    
    3.8
    %
    
    
    6,658
    
    
    
    6.3
    %MINORITY OWNERSHIP LOSS
    
    
    63
    
    
    
    0.1
    %
    
    
    36
    
    
    
    0.0
    %NET INCOME
    
    $
    4,486
    
    
    
    3.8
    %
    
    $
    6,694
    
    
    
    6.3
    %OTHER DATA:Aggregate dollar amount processed (in billions):Cash advance
    
    $
    1.2
    
    
    
    
    
    
    $
    1.1ATM
    
    
    2.5
    
    
    
    
    
    
    
    2.2Check warranty
    
    $
    0.3
    
    
    
    
    
    
    $
    0.2Number of transactions completed (in millions):Cash advance
    
    
    2.2
    
    
    
    
    
    
    
    2.3ATM
    
    
    14.9
    
    
    
    
    
    
    
    13.8Check warranty
    
    
    1.2
    
    
    
    
    
    
    
    1.1
 30




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##### Table of Contents



Total Revenues
   Cash Advance.
 ATM.
 Check Services.
 Central Credit and Other.
 Costs and Expenses
 Cost of Revenues.
  Operating Expenses.
 31




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##### Table of Contents



Depreciation and Amortization.
  Interest Income (Expense), Net.
  Income Tax.
  Minority Ownership Loss.
  32




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##### Table of Contents



Nine months ended September 30, 2005 compared to nine months ended September 30, 2004
  Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2004$
    
    
    %
    
    
    $
    
    
    %REVENUES:Cash advance
    
    $
    175,009
    
    
    
    51.7
    %
    
    $
    156,605
    
    
    
    52.0
    %ATM
    
    
    135,561
    
    
    
    40.0
    %
    
    
    118,600
    
    
    
    39.4
    %Check services
    
    
    20,131
    
    
    
    5.9
    %
    
    
    17,998
    
    
    
    6.0
    %Central Credit and other revenues
    
    
    8,020
    
    
    
    2.4
    %
    
    
    8,049
    
    
    
    2.7
    %Total revenues
    
    
    338,721
    
    
    
    100.0
    %
    
    
    301,252
    
    
    
    100.0
    %COST OF REVENUES
    
    
    230,014
    
    
    
    67.9
    %
    
    
    201,935
    
    
    
    67.0
    %GROSS PROFIT
    
    
    108,707
    
    
    
    32.1
    %
    
    
    99,317
    
    
    
    33.0
    %Operating expenses
    
    
    (38,162
    )
    
    
    -11.3
    %
    
    
    (34,437
    )
    
    
    -11.4
    %Amortization
    
    
    (3,926
    )
    
    
    -1.2
    %
    
    
    (4,276
    )
    
    
    -1.4
    %Depreciation
    
    
    (5,619
    )
    
    
    -1.7
    %
    
    
    (5,945
    )
    
    
    -2.0
    %OPERATING INCOME
    
    
    61,000
    
    
    
    18.0
    %
    
    
    54,659
    
    
    
    18.1
    %INTEREST INCOME (EXPENSE), NETInterest income
    
    
    1,001
    
    
    
    0.3
    %
    
    
    973
    
    
    
    0.3
    %Interest expense
    
    
    (33,411
    )
    
    
    -9.9
    %
    
    
    (22,849
    )
    
    
    -7.6
    %Total interest income (expense), net
    
    
    (32,410
    )
    
    
    -9.6
    %
    
    
    (21,876
    )
    
    
    -7.3
    %INCOME BEFORE INCOME TAX (PROVISION)
BENEFIT AND MINORITY OWNERSHIP LOSS
    
    
    28,590
    
    
    
    8.4
    %
    
    
    32,783
    
    
    
    10.9
    %INCOME TAX (PROVISION) BENEFIT
    
    
    (10,277
    )
    
    
    -3.0
    %
    
    
    202,319
    
    
    
    67.2
    %INCOME BEFORE MINORITY
OWNERSHIP LOSS
    
    
    18,313
    
    
    
    5.4
    %
    
    
    235,102
    
    
    
    78.0
    %MINORITY OWNERSHIP LOSS
    
    
    156
    
    
    
    0.0
    %
    
    
    158
    
    
    
    0.1
    %NET INCOME
    
    $
    18,469
    
    
    
    5.5
    %
    
    $
    235,260
    
    
    
    78.1
    %OTHER DATA:Aggregate dollar amount processed (in billions):Cash advance
    
    $
    3.5
    
    
    
    
    
    
    $
    3.2ATM
    
    
    7.3
    
    
    
    
    
    
    
    6.3Check warranty
    
    $
    0.8
    
    
    
    
    
    
    $
    0.7Number of transactions completed (in millions):Cash advance
    
    
    6.8
    
    
    
    
    
    
    
    6.7ATM
    
    
    44.0
    
    
    
    
    
    
    
    40.0Check warranty
    
    
    3.5
    
    
    
    
    
    
    
    3.3
 33




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##### Table of Contents



Total Revenues
   Cash Advance.
 ATM.
 Check Services.
 Central Credit and Other.
 Costs and Expenses
 Cost of Revenues.
  Operating Expenses.
 34




---



##### Table of Contents



Depreciation and Amortization.
  Interest Income (Expense), Net.
  Income Tax.
  Minority Ownership Loss.
  35




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
  Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Net cash provided by operating activities
    
    $
    22,421
    
    
    $
    45,926Net cash used in investing activities
    
    
    (15,010
    )
    
    
    (3,002
    )Net cash provided by (used in) financing activities
    
    
    80,256
    
    
    
    (33,551
    )Net effect of exchange rate changes on cash
and cash equivalents
    
    
    28
    
    
    
    (223
    )Net increase in cash and cash equivalents
    
    
    87,695
    
    
    
    9,150Cash and cash equivalents, beginning of period
    
    
    49,577
    
    
    
    23,423Cash and cash equivalents, end of period
    
    $
    137,272
    
    
    $
    32,573
    36




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##### Table of Contents



Indebtedness
   
    
    The Applicable Margin over LIBOR on which our interest expense is based was reduced
from 275 basis points to 225 basis points, with further reductions possible dependent
on our leverage ratio and credit ratings. Until April 14, 2006, we will be required
to pay as a fee to Banc of America Securities, our agent with respect to the Amended
Agreement, 50% of the savings in interest expense between what we would have paid
under the terms of the original credit facility and what we actually pay. This fee
will be paid monthly and is included in interest expense in our financial statements.
    
    The Excess Cash Flow Sweep percentage reduces from 75% to 50% at leverage levels
below 4.25x and is eliminated at leverage levels below 3.0x.
    
    The requirement to devote 50% of the net proceeds on a Qualifying IPO to prepay
borrowings under the Term Loan is eliminated.
    
    The Company must use net proceeds from a Qualifying IPO to redeem up to 35% of the
senior subordinated notes at the redemption price specified in the Indenture governing
the notes.
    
    Capital expenditures may not exceed $8 million per annum.
 3 4
 th th
 Other Liquidity Needs and Resources
  37




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##### Table of Contents



Off-Balance Sheet Arrangements
  Effects of Inflation
  38




---



##### Table of Contents



Critical Accounting Policies
  39




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK
    40




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   41




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   42




---



##### Table of Contents



ITEM 6. EXHIBITS
 Exhibit No.
    
    Description.10.1(1)
    
    Amendment No. 1, dated as of August 26, 2005, to the Amended and
Restated Credit Agreement, dated as of April 13, 2005, by and
among Global Cash Access Holdings, Inc., Global Cash Access,
Inc., the banks and other financial institutions from time to
time party thereto, and Bank of America, N.A., as Administrative
Agent, Swingline Lender and L/C Issuer.10.1(2)
    
    Employment Agreement, dated as of September 12, 2005, by and
between Global Cash Access, Inc. and Kathryn S. Lever10.1(3)
    
    Notice of Stock Option Award and Stock Option Award Agreement,
dated as of September 12, 2005, by and between Global Cash Access
Holdings, Inc. and Kathryn S. Lever31.1*
    
    Certification of Kirk E. Sanford, Chief Executive Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Harry C. Hagerty, Chief Financial Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Kirk E. Sanford, Chief Executive Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Harry C. Hagerty, Chief Financial Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on August 30, 2005.(2)
    
    Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.(3)
    
    Incorporated by reference to Exhibit 10.2 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.*
    
    Filed herewith.




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##### Table of Contents



SIGNATURES
  November 11, 2005
    
    GLOBAL CASH ACCESS HOLDINGS, INC.(Date)
    

(Registrant)/s/ Harry C. HagertyHarry C. HagertyChief Financial Officer
(For the Registrant and as
Principal Financial Officer
and as Chief Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description 10.1(1)
    
    Amendment No. 1, dated as of August 26, 2005, to the Amended and
Restated Credit Agreement, dated as of April 13, 2005, by and
among Global Cash Access Holdings, Inc., Global Cash Access,
Inc., the banks and other financial institutions from time to
time party thereto, and Bank of America, N.A., as Administrative
Agent, Swingline Lender and L/C Issuer.10.1(2)
    
    Employment Agreement, dated as of September 12, 2005, by and
between Global Cash Access, Inc. and Kathryn S. Lever10.1(3)
    
    Notice of Stock Option Award and Stock Option Award Agreement,
dated as of September 12, 2005, by and between Global Cash Access
Holdings, Inc. and Kathryn S. Lever31.1
    
    Certification of Kirk E. Sanford, Chief Executive Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Harry C. Hagerty, Chief Financial Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Kirk E. Sanford, Chief Executive Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Harry C. Hagerty, Chief Financial Officer of
Global Cash Access, Inc. dated November 11, 2005 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on August 30, 2005.(2)
    
    Incorporated by reference to Exhibit 10.1 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.(3)
    
    Incorporated by reference to Exhibit 10.2 to the Current Report of Global Cash Access, Inc.
on Form 8-K (File No. 333-117218) filed with the SEC on September 12, 2005.*
    
    Filed herewith