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August 17, 2023
Mark Labay
Chief Financial Officer
Everi Holdings Inc.
7250 S. Tenaya Way, Suite 100
Las Vegas, Nevada 89113
Re:Everi Holdings Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-32622
Dear Mark Labay:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows, page 48
1.It is not clear to us from your current disclosure why your net cash provided by operating
activities decreased in fiscal 2022 compared to fiscal 2021.  You state in part the decrease
was due a decrease in net income earned in your Games and FinTech segments.  However,
disclosure in your segment information note shows the operating income of each segment
was greater in 2022 than 2021.  You also state changes in operating cash flows from
period to period are due to settlement activities without explaining the reason for these
variances along with any underlying factors causing the variances.  It also appears there
are material changes in working capital items other than settlement activities affecting
your operating cash flows that have not been analyzed.  You further cite deferred income
taxes and loss on extinguishment of debt as factors affecting operating cash flows from

 FirstName LastNameMark Labay
 Comapany NameEveri Holdings Inc.
 August 17, 2023 Page 2
 FirstName LastName
Mark Labay
Everi Holdings Inc.
August 17, 2023
Page 2
period to period but these appear to be noncash items.  Please provide a more fulsome
analysis of period to period changes in operating cash flows.  The analysis should discuss
all material factors that affected the reported amount of operating cash flow from period to
period and the reasons underlying these factors.  Note that references to results, working
capital and noncash items may not provide a sufficient basis to understand how operating
cash actually was affected between periods.  Refer to Item 303(b) of Regulation S-K, the
introductory paragraph of section IV.B and B.1 of Release No. 33-8350 for guidance, and
section 501.04 of our Codification of Financial Reporting Releases regarding
quantification of variance factors.
Consolidated Statements of Cash Flows, page 58
2.You present "Placement fee agreements" as an investing activity, most notably the amount
for 2021.  It appears you have a history of making these payments.  We note the
amortization of these fees are recorded as a reduction of your gaming operations
revenues.  Please explain to us the nature of these fees and basis for your presentation in
the statement of cash flows and why this presentation is appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services