Attached files
file | filename |
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EX-31.1 - Gaming Partners International CORP | v193210_ex31-1.htm |
EX-31.2 - Gaming Partners International CORP | v193210_ex31-2.htm |
EX-32.0 - Gaming Partners International CORP | v193210_ex32-0.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-Q
(Mark
One)
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||
x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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For
the Quarterly Period Ended: June 30, 2010
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||
OR
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||
¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period
from to
Commission
file number: 0-23588
GAMING
PARTNERS INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
NEVADA
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88-0310433
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(State
or other jurisdiction
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(I.R.S.
Employer Identification No.)
|
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of
incorporation or organization)
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||
1700
Industrial Road,
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89102
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Las
Vegas, Nevada
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(Zip
Code)
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(Address
of principal executive offices)
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(702)
384-2425
(Registrant’s
telephone number, including area code)
None
(Former
name, former address, and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
the Corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
proceeding 12 months (or for such shorter period that registrant was required to
submit and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
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Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
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Smaller
reporting company x
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|
(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ¨ No x
The
number of shares outstanding of each of the registrant’s classes of common stock
as of August 6, 2010 was 8,199,016 shares of Common Stock.
GAMING
PARTNERS INTERNATIONAL CORPORATION
QUARTERLY
REPORT ON FORM 10-Q
FOR
THE QUARTER ENDED JUNE 30, 2010
PART I.
FINANCIAL INFORMATION
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1
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|
ITEM
1.
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FINANCIAL
STATEMENTS
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1
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Condensed
Consolidated Balance Sheets (unaudited)
|
1
|
|
Condensed
Consolidated Statements Of Operations (unaudited)
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2
|
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Condensed
Consolidated Statements Of Stockholders’ Equity And Other Comprehensive
Income (unaudited)
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3
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Condensed
Consolidated Statements Of Cash Flows (unaudited)
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4
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Condensed
Consolidated Notes To Financial Statements (unaudited)
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5
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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
11
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ITEM
3.
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
19
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ITEM
4.
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CONTROLS
AND PROCEDURES
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19
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PART II.
OTHER INFORMATION
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19
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ITEM
1.
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LEGAL
PROCEEDINGS
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19
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ITEM 1A.
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RISK
FACTORS
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19
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ITEM
2.
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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19
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ITEM
3.
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DEFAULTS
UPON SENIOR SECURITIES
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19
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ITEM
4.
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RESERVED
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19
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ITEM
5.
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OTHER
INFORMATION
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19
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ITEM
6.
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EXHIBITS
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19
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SIGNATURES
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20
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GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
(in
thousands, except share amounts)
June
30,
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December
31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 4,510 | $ | 3,238 | ||||
Marketable
securities
|
14,038 | 15,600 | ||||||
Accounts
receivable, less allowance for doubtful accounts of $169 and $220,
respectively
|
9,588 | 7,035 | ||||||
Inventories
|
5,769 | 7,173 | ||||||
Prepaid
expenses
|
479 | 506 | ||||||
Deferred
income tax asset
|
558 | 707 | ||||||
Other
current assets
|
704 | 1,241 | ||||||
Total
current assets
|
35,646 | 35,500 | ||||||
Property
and equipment, net
|
11,847 | 13,454 | ||||||
Intangibles,
net
|
638 | 676 | ||||||
Deferred
income tax asset
|
1,147 | 1,657 | ||||||
Inventories,
non-current
|
1,096 | 1,686 | ||||||
Other
assets, net
|
346 | 305 | ||||||
Total
assets
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$ | 50,720 | $ | 53,278 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Current
maturities of long-term debt
|
$ | 14 | $ | 546 | ||||
Accounts
payable
|
2,932 | 2,828 | ||||||
Accrued
liabilities
|
3,914 | 3,516 | ||||||
Customer
deposits
|
2,995 | 4,698 | ||||||
Income
taxes payable
|
372 | 569 | ||||||
Other
current liabilities
|
788 | 649 | ||||||
Total
current liabilities
|
11,015 | 12,806 | ||||||
Long-term
debt, less current maturities
|
40 | 314 | ||||||
Deferred
income tax liability
|
447 | 623 | ||||||
Other
liabilities
|
38 | 45 | ||||||
Total
liabilities
|
11,540 | 13,788 | ||||||
Commitments
and contingencies - see Note 6
|
||||||||
Stockholders'
Equity:
|
||||||||
Preferred
stock, authorized 10,000,000 shares, $.01 par value, none issued or
outstanding
|
- | - | ||||||
Common
stock, authorized 30,000,000 shares, $.01 par value, 8,199,016 and
8,199,016 respectively, issued and outstanding
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82 | 82 | ||||||
Additional
paid-in capital
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19,093 | 18,985 | ||||||
Treasury
stock, at cost; 8,061 shares
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(196 | ) | (196 | ) | ||||
Retained
earnings
|
20,049 | 17,346 | ||||||
Accumulated
other comprehensive income
|
152 | 3,273 | ||||||
Total
stockholders' equity
|
39,180 | 39,490 | ||||||
Total
liabilities and stockholders' equity
|
$ | 50,720 | $ | 53,278 |
See notes
to unaudited condensed consolidated financial statements.
1
GAMING
PARTNERS INTERNATIONAL CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF
OPERATIONS
(unaudited)
(in
thousands, except per share amounts)
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June 30,
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June 30,
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|||||||||||||||
2010
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2009
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2010
|
2009
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|||||||||||||
Revenues
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$ | 19,906 | $ | 11,312 | $ | 30,851 | $ | 20,256 | ||||||||
Cost
of revenues
|
11,321 | 8,191 | 18,595 | 14,722 | ||||||||||||
Gross
profit
|
8,585 | 3,121 | 12,256 | 5,534 | ||||||||||||
Marketing
and sales
|
1,190 | 1,080 | 2,275 | 2,063 | ||||||||||||
General
and administrative
|
2,842 | 1,969 | 5,437 | 4,292 | ||||||||||||
Operating
income (loss)
|
4,553 | 72 | 4,544 | (821 | ) | |||||||||||
Other
income and (expense)
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92 | (21 | ) | 155 | 110 | |||||||||||
Income
(loss) before income taxes
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4,645 | 51 | 4,699 | (711 | ) | |||||||||||
Income
tax expense (benefit)
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1,979 | (119 | ) | 1,996 | (383 | ) | ||||||||||
Net
income (loss)
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$ | 2,666 | $ | 170 | $ | 2,703 | $ | (328 | ) | |||||||
Earnings
(loss) per share:
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||||||||||||||||
Basic
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$ | 0.33 | $ | 0.02 | $ | 0.33 | $ | (0.04 | ) | |||||||
Diluted
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$ | 0.32 | $ | 0.02 | $ | 0.33 | $ | (0.04 | ) | |||||||
Weighted-average
shares of common stock outstanding:
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||||||||||||||||
Basic
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8,199 | 8,103 | 8,199 | 8,103 | ||||||||||||
Diluted
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8,207 | 8,185 | 8,205 | 8,103 |
See notes
to unaudited condensed consolidated financial statements.
2
GAMING
PARTNERS INTERNATIONAL CORPORATION
OTHER
COMPREHENSIVE INCOME
(unaudited)
(in
thousands, except share amounts)
Accumulated
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Additional
|
Other
|
||||||||||||||||||||||||||||||
Comprehensive
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Paid-In
|
Treasury
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Retained
|
Comprehensive
|
||||||||||||||||||||||||||||
Income
(Loss)
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Shares
|
Amount
|
Capital
|
Stock
|
Earnings
|
Income
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Total
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|||||||||||||||||||||||||
Balance,
January 1, 2009
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8,103,401 | $ | 81 | $ | 19,033 | $ | (196 | ) | $ | 17,312 | $ | 2,586 | $ | 38,816 | ||||||||||||||||||
Net
loss
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$ | (328 | ) | - | - | - | - | (328 | ) | - | (328 | ) | ||||||||||||||||||||
Unrealized
gain on securities, net of tax
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7 | - | - | - | - | - | 7 | 7 | ||||||||||||||||||||||||
Stock
compensation expense
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- | - | - | 84 | - | - | - | 84 | ||||||||||||||||||||||||
Amortization
of pension transition asset, net of tax
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(6 | ) | - | - | - | - | - | (6 | ) | (6 | ) | |||||||||||||||||||||
Foreign
currency translation adjustment
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295 | - | - | - | - | - | 295 | 295 | ||||||||||||||||||||||||
Total
comprehensive loss
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$ | (32 | ) | |||||||||||||||||||||||||||||
Balance,
June 30, 2009
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8,103,401 | $ | 81 | $ | 19,117 | $ | (196 | ) | $ | 16,984 | $ | 2,882 | $ | 38,868 | ||||||||||||||||||
Balance,
January 1, 2010
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8,199,016 | $ | 82 | $ | 18,985 | $ | (196 | ) | $ | 17,346 | $ | 3,273 | $ | 39,490 | ||||||||||||||||||
Net
income
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$ | 2,703 | - | - | - | - | 2,703 | - | 2,703 | |||||||||||||||||||||||
Unrealized
gain on securities, net of tax
|
1 | - | - | - | - | - | 1 | 1 | ||||||||||||||||||||||||
Stock
compensation expense
|
- | - | - | 108 | - | - | - | 108 | ||||||||||||||||||||||||
Amortization
of pension transition asset, net of tax
|
(5 | ) | - | - | - | - | - | (5 | ) | (5 | ) | |||||||||||||||||||||
Foreign
currency translation adjustment
|
(3,117 | ) | - | - | - | - | - | (3,117 | ) | (3,117 | ) | |||||||||||||||||||||
Total
comprehensive loss
|
$ | (418 | ) | |||||||||||||||||||||||||||||
Balance,
June 30, 2010
|
8,199,016 | $ | 82 | $ | 19,093 | $ | (196 | ) | $ | 20,049 | $ | 152 | $ | 39,180 |
See notes
to unaudited condensed consolidated financial statements.
3
GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
(in
thousands)
Six
Months Ended
|
||||||||
June 30,
|
||||||||
2010
|
2009
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Net
income (loss)
|
$ | 2,703 | $ | (328 | ) | |||
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||
Depreciation
|
963 | 1,053 | ||||||
Amortization
|
31 | 10 | ||||||
Provision
for bad debt
|
36 | 61 | ||||||
Deferred
income taxes
|
554 | (47 | ) | |||||
Stock
compensation expense
|
108 | 84 | ||||||
(Gain)
loss on sale of property and equipment
|
30 | (13 | ) | |||||
Gain
on sale of marketable securities
|
(32 | ) | (20 | ) | ||||
Impairment
of intangibles
|
8 | - | ||||||
Change
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(3,068 | ) | 1,004 | |||||
Inventories
|
1,375 | (929 | ) | |||||
Prepaid
expenses and other current assets
|
468 | (810 | ) | |||||
Non-current
other assets
|
(70 | ) | (47 | ) | ||||
Accounts
payable
|
245 | (688 | ) | |||||
Customer
deposits
|
(1,190 | ) | 5,912 | |||||
Accrued
liabilities
|
720 | (171 | ) | |||||
Income
taxes payable
|
(143 | ) | (159 | ) | ||||
Other
current liabilities
|
228 | 102 | ||||||
Net
cash provided by operating activities
|
2,966 | 5,014 | ||||||
Cash
Flows from Investing Activities
|
||||||||
Purchases
of marketable securities
|
(8,153 | ) | (16,635 | ) | ||||
Proceeds
from sale of marketable securities
|
7,571 | 13,552 | ||||||
Capital
expenditures
|
(249 | ) | (170 | ) | ||||
Proceeds
from sale of property and equipment
|
3 | 27 | ||||||
Net
cash used in investing activities
|
(828 | ) | (3,226 | ) | ||||
Cash
Flows from Financing Activities
|
||||||||
Repayment
of long-term debt obligations
|
(744 | ) | (248 | ) | ||||
Net
cash used in financing activities
|
(744 | ) | (248 | ) | ||||
Effect
of exchange rate changes on cash
|
(122 | ) | 13 | |||||
Net
increase in cash and cash equivalents
|
1,272 | 1,553 | ||||||
Cash
and cash equivalents, beginning of period
|
3,238 | 5,547 | ||||||
Cash
and cash equivalents, end of period
|
$ | 4,510 | $ | 7,100 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 11 | $ | 61 | ||||
Cash
paid for income taxes, net of refunds
|
$ | 1,149 | $ | 426 | ||||
Supplemental
disclosures of non-cash investing and financing activities
|
||||||||
Property
and equipment acquired through accounts payable
|
$ | 68 | $ | - |
See notes
to unaudited condensed consolidated financial statements.
4
GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
Note
1. Nature of Business and Significant Accounting Policies
Organization
and Nature of Business
The
Company is headquartered in Las Vegas, Nevada and has manufacturing facilities
in Las Vegas, Nevada; San Luis Rio Colorado, Mexico; and Beaune, France. GPI USA
has sales offices in Las Vegas, Nevada; Atlantic City, New Jersey; and Gulfport,
Mississippi and sells our casino products to licensed casinos primarily in the
United States and Canada. GPI SAS has a sales office in Beaune, France and sells
our casino products internationally to licensed casinos. Most of our products
are sold directly to end-users, however, in some regions of the world we sell
through distributors.
Our
business activities include the manufacture and supply of gaming chips, table
layouts, playing cards, gaming furniture, table accessories, and dice, all of
which are used in conjunction with casino table games such as blackjack, poker,
baccarat, craps and roulette.
Significant
Accounting Polices
Basis of
Consolidation and Presentation. The condensed consolidated
financial statements include the accounts of GPIC and its wholly-owned
subsidiaries GPI SAS, GPI USA, and GPI Mexicana. All material intercompany
balances and transactions have been eliminated in consolidation. The condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. These statements should be read in conjunction with our
annual audited consolidated financial statements and related notes included in
our Form 10-K for the year ended December 31, 2009.
These
unaudited condensed consolidated financial statements, in the opinion of
management, reflect only normal and recurring adjustments necessary for a fair
presentation of results for such periods. The results of operations for an
interim period are not necessarily indicative of the results for the full
year.
Reclassification.
Certain prior period amounts in the condensed consolidated financial
statements have been reclassified to conform to the June 30, 2010 presentation.
These reclassifications had no effect on our net income. These reclassifications
relate to including product development expenses in general and administrative
expenses, instead of presenting these expenses separately.
Recently Issued
Accounting Standards. In January 2010, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2010-06, Improving
Disclosures about Fair Value Measurements (Topic 820) — Fair Value Measurements
and Disclosures. ASU No. 2010-06 provides for more robust
disclosures about the assets and liabilities measured at fair value, the
valuation techniques used and disclosure regarding transfers between levels 1, 2
and 3. ASU No. 2010-06 is effective for fiscal years beginning after
December 15, 2009 and for interim periods within that fiscal year. The
adoption of ASU No. 2010-06 did not impact the Company’s financial position
or results of operations.
In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605) —
Multiple-Deliverable Revenue Arrangements. ASU No. 2009-13
addresses the accounting for multiple-deliverable arrangements to enable
companies to account for products or services (deliverables) separately
rather than as a combined unit since companies often provide multiple products
or services to their customers. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable. ASU
No. 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010 and early adoption is permitted. Management is currently evaluating the
requirements of ASU No. 2009-13 and has not yet determined the impact, if
any, on our consolidated financial statements.
5
Note
2. Marketable Securities
Available
for sale marketable securities consist of investments in securities such as
bonds, mutual funds, and certificates of deposit offered by French and US banks
(in thousands):
June
30, 2010
|
December
31, 2009
|
|||||||||||||||||||||||
Cost
|
Unrealized
Gain/(Loss)
|
Fair Value
|
Cost
|
Unrealized
Gain/(Loss)
|
Fair Value
|
|||||||||||||||||||
Certificates
of deposit
|
$ | 10,847 | $ | - | $ | 10,847 | $ | 11,614 | $ | - | $ | 11,614 | ||||||||||||
Bond
mutual fund
|
1,842 | 1 | 1,843 | 1,597 | - | 1,597 | ||||||||||||||||||
Term
bonds
|
857 | - | 857 | 1,020 | - | 1,020 | ||||||||||||||||||
Term
notes
|
491 | - | 491 | 1,369 | - | 1,369 | ||||||||||||||||||
Total
marketable securites
|
$ | 14,037 | $ | 1 | $ | 14,038 | $ | 15,600 | $ | - | $ | 15,600 |
We
present our marketable securities at their estimated fair value. Fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. The Company has determined that all of its marketable
securities fall into the Level 1 category, with asset values recorded at quoted
prices in active markets for identical assets.
Note
3. Inventories
Inventories
consist of the following (in thousands):
June 30, 2010
|
December 31, 2009
|
|||||||
Raw
materials
|
$ | 3,619 | $ | 4,748 | ||||
Work
in progress
|
1,563 | 2,761 | ||||||
Finished
goods
|
1,683 | 1,350 | ||||||
Total
inventories
|
$ | 6,865 | $ | 8,859 |
As of June 30, 2010 and December 31,
2009, a portion of our inventories are classified as non-current because we do
not expect this portion to be used in our normal inventory cycle. The
classification of our inventories on our balance sheets is as follows (in
thousands):
June 30, 2010
|
December 31, 2009
|
|||||||
Inventories,
current
|
$ | 5,769 | $ | 7,173 | ||||
Inventories,
non-current
|
1,096 | 1,686 | ||||||
Total
inventories
|
$ | 6,865 | $ | 8,859 |
6
Note
4. Property and Equipment
Property
and equipment consist of the following (in thousands):
June 30, 2010
|
December 31, 2009
|
|||||||
Land
|
$ | 1,758 | $ | 1,806 | ||||
Buildings
and improvements
|
8,288 | 8,894 | ||||||
Furniture
and equipment
|
17,526 | 18,891 | ||||||
Vehicles
|
517 | 563 | ||||||
28,089 | 30,154 | |||||||
Less
accumulated depreciation
|
(16,242 | ) | (16,700 | ) | ||||
Property
and equipment, net
|
$ | 11,847 | $ | 13,454 |
Depreciation
expense for the three months ended June 30, 2010 and 2009 was $478,000 and
$565,000, respectively. Depreciation expense for the six months ended June
30, 2010 and 2009 was $963,000 and $1,053,000, respectively.
Note
5. Intangible Assets
Intangible
assets consist of the following (in thousands):
June
30, 2010
|
December
31, 2009
|
|||||||||||||||||||||||||||
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Amount
|
Estimated
Useful Life
(Years)
|
||||||||||||||||||||||
Patents
|
$ | 690 | $ | (603 | ) | $ | 87 | $ | 1,242 | $ | (1,141 | ) | $ | 101 |
13-16
|
|||||||||||||
Trademark
|
620 | (69 | ) | 551 | 620 | (45 | ) | 575 |
12
|
|||||||||||||||||||
Total
intangibles
|
$ | 1,310 | $ | (672 | ) | $ | 638 | $ | 1,862 | $ | (1,186 | ) | $ | 676 |
In
January 2010, a fully amortized patent expired, resulting in a reduction to the
gross carrying value and accumulated amortization of $540,000. In June
2010, a partially amortized patent was impaired and removed, resulting in a
reduction to the gross carrying value of $12,500, accumulated amortization of
$4,800, and impairment loss of $7,700.
Amortization
expense for intangible assets for the three months ended June 30, 2010 and 2009
was $16,000 and $5,000, respectively. Amortization expense for intangible
assets for the six months ended June 30, 2010 and 2009 was $31,000 and $10,000,
respectively.
Note
6. Commitments and Contingencies
Legal
Proceedings and Contingencies
Liabilities
for material claims against the Company are accrued when a loss is considered
probable and can be reasonably estimated. Legal costs associated with claims are
expensed as incurred.
On June
27, 2007, a putative class action complaint alleging violations of federal
securities laws based on alleged misstatements and omissions by the Company,
entitled Robert J. Kaplan v. Gerard P. Charlier, Paul S. Dennis, Eric P. Endy,
Alain Thieffry, Elisabeth Carrette, Robert J. Kelly, Charles R. Henry, Laura
McAllister Cox and Gaming Partners International Corporation was filed in the
United States District Court for the District of Nevada, under Case No.
2:07-cv-00849-LDG-GWF. Plaintiff Kaplan has been designated by the court as
“Lead Plaintiff.” On February 12, 2008, Plaintiff filed an amended complaint,
deleting several of the above named defendants, and adding three others. The
action is now captioned Robert J. Kaplan v. Gerard P. Charlier, Melody J.
Sullivan a/k/a Melody Sullivan Yowell, David Grimes, Charles T. McCullough, Eric
P. Endy, Elisabeth Carrette and Gaming Partners International Corporation.
The Company engaged counsel and intends to vigorously defend against the claims
presented. Defendants filed a Motion to Dismiss the Complaint on April 16, 2008.
Defendants’ Motion to Dismiss was thereafter granted and an Order was entered
dismissing the Amended Complaint without prejudice on November 18, 2008.
Plaintiff filed a Second Amended Complaint on January 9, 2009. Defendants’
Motion to Dismiss the Second Amended Complaint was filed on February 27, 2009.
On September 28, 2009, Defendants’ motion was granted and judgment dismissing
the Second Amended Complaint with prejudice was entered on September 29, 2009.
On October 29, 2009, Plaintiff filed his Notice of Appeal of the Court’s
judgment to the 9th Circuit Court of Appeals. All briefings have been concluded
and the matter awaits further action by the Court.
7
On
January 22, 2009, a complaint was filed in a matter entitled Sibel Products,
Inc. vs. Gaming Partners International Corporation in the Circuit Court of the
Second Judicial District of Jefferson County, Illinois, Case No. 09-L-4.
The complaint sought a preliminary injunction in connection with an exclusive
purchase agreement, for particular raw materials used to manufacture finished
goods, between plaintiff and GPI USA. On January 30, 2009, the Company filed a
notice of removal of the action to the United States District Court for the
Southern District of Illinois and Case Number 3:09-cv-87 was assigned. As
previously reported in our first quarter Form 10-Q, after commencement
of trial on the matter on March 22, 2010, the matter was concluded as
follows: plaintiff’s claims against the current manufacturing supplier were
dismissed with prejudice; plaintiff’s claims against Gaming Partners
International Corporation were dismissed with prejudice; and judgment was
entered in favor of Gaming Partners International USA, Inc. and against
plaintiff on the counterclaim. Subsequently, plaintiff and GPI USA entered into
a settlement agreement to fully resolve the remaining claims in this matter for
less than the judgement amount. The Court’s Order and Final Judgment were
entered by the Court on June 14, 2010. All conditions of the settlement
agreement have been met and the matter is concluded.
We are
engaged in disputes and claims in the normal course of business. We believe the
ultimate outcome of these proceedings will not have a material adverse impact on
the consolidated financial position or results of operations.
Commitments
The
Company has an exclusive patent license agreement with International Game
Technology which grants the Company the exclusive rights to manufacture and
distribute gaming chips and readers in the United States under patents for a
gaming chip tracking system and method that utilize gaming chips with embedded
electronic circuits scanned by antennas in gaming chip placement areas (gaming
tables and casino cage), or Radio Frequency Identification Devices (RFID)
technology. The duration of the exclusive agreement is for the life of the
patents, the last of which expires in 2015. Minimum annual royalty payments of
$125,000 are required to be made by GPIC over the remaining life of the
exclusive patent license agreement.
Note
7. Accumulated Other Comprehensive Income
Accumulated
other comprehensive income consists of the following (in
thousands):
June 30, 2010
|
December 31, 2009
|
|||||||
Foreign
currency translation
|
$ | 124 | $ | 3,241 | ||||
Unrealized
gain on securities, net of tax
|
1 | - | ||||||
Unrecognized
pension transition asset, net of tax
|
27 | 32 | ||||||
Total
accumulated other comprehensive income
|
$ | 152 | $ | 3,273 |
Note
8. Geographic and Product Line Information
We
manufacture and sell casino table game equipment and have determined that we
operate in one operating segment - casino game equipment products.
Although the Company derives its revenues from a number of different product
lines, the Company does not allocate resources based on the operating results
from the individual product lines nor does it manage each individual product
line as a separate business unit.
The
following tables present certain data by geographic area (in
thousands):
Three
Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Revenues
|
||||||||||||||||
United
States
|
$ | 11,356 | 57.0 | % | $ | 5,233 | 46.2 | % | ||||||||
Asia
(1)
|
6,743 | 33.9 | % | 4,266 | 37.7 | % | ||||||||||
Europe
(includes Russia)
|
952 | 4.8 | % | 1,036 | 9.2 | % | ||||||||||
Other
(2)
|
855 | 4.3 | % | 777 | 6.9 | % | ||||||||||
Total
|
$ | 19,906 | 100.0 | % | $ | 11,312 | 100.0 | % |
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries.
8
Six
Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Revenues
|
||||||||||||||||
United
States
|
$ | 16,680 | 54.1 | % | $ | 10,812 | 53.4 | % | ||||||||
Asia
(1)
|
10,777 | 34.9 | % | 5,752 | 28.4 | % | ||||||||||
Europe
(includes Russia)
|
1,921 | 6.2 | % | 1,725 | 8.5 | % | ||||||||||
Other
(2)
|
1,473 | 4.8 | % | 1,967 | 9.7 | % | ||||||||||
Total
|
$ | 30,851 | 100.0 | % | $ | 20,256 | 100.0 | % |
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries.
The
following tables present our net sales by product (in thousands):
Three
Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Casino
chips:
|
||||||||||||||||
American-style
casino chips
|
$ | 10,523 | 52.8 | % | $ | 3,070 | 27.1 | % | ||||||||
European-style
casino chips
|
1,767 | 8.9 | % | 3,979 | 35.2 | % | ||||||||||
Total
casino chips
|
12,290 | 61.7 | % | 7,049 | 62.3 | % | ||||||||||
Gaming
furniture
|
2,229 | 11.2 | % | 489 | 4.3 | % | ||||||||||
Table
accessories and other products
|
1,612 | 8.1 | % | 628 | 5.6 | % | ||||||||||
Playing
cards
|
1,266 | 6.4 | % | 1,147 | 10.1 | % | ||||||||||
Table
layouts
|
1,213 | 6.1 | % | 1,084 | 9.6 | % | ||||||||||
Dice
|
550 | 2.8 | % | 510 | 4.5 | % | ||||||||||
Shipping
|
746 | 3.7 | % | 405 | 3.6 | % | ||||||||||
Total
|
$ | 19,906 | 100.0 | % | $ | 11,312 | 100.0 | % | ||||||||
Six
Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2010
|
2009
|
|||||||||||||||
Casino
chips:
|
||||||||||||||||
American-style
casino chips
|
$ | 15,857 | 51.2 | % | $ | 7,599 | 37.5 | % | ||||||||
European-style
casino chips
|
3,661 | 11.9 | % | 4,368 | 21.6 | % | ||||||||||
Total
casino chips
|
19,518 | 63.1 | % | 11,967 | 59.1 | % | ||||||||||
Gaming
furniture
|
2,500 | 8.1 | % | 880 | 4.3 | % | ||||||||||
Playing
cards
|
2,432 | 7.9 | % | 2,203 | 10.9 | % | ||||||||||
Table
layouts
|
2,209 | 7.2 | % | 2,242 | 11.1 | % | ||||||||||
Table
accessories and other products
|
2,091 | 6.8 | % | 1,310 | 6.4 | % | ||||||||||
Dice
|
1,034 | 3.4 | % | 891 | 4.4 | % | ||||||||||
Shipping
|
1,067 | 3.5 | % | 763 | 3.8 | % | ||||||||||
Total
|
$ | 30,851 | 100.0 | % | $ | 20,256 | 100.0 | % |
9
The
following table represents our property and equipment by geographic area (in
thousands):
June 30, 2010
|
December 31, 2009
|
|||||||
Property
and equipment, net:
|
||||||||
France
|
$ | 5,138 | $ | 6,458 | ||||
United
States
|
3,524 | 3,670 | ||||||
Mexico
|
3,185 | 3,326 | ||||||
Total
|
$ | 11,847 | $ | 13,454 |
All
intangible assets with a cost basis are owned by GPI USA.
Note
9. Other Income and Expense
Other
income and expense consists of the following:
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest
income
|
$ | 73 | $ | 72 | $ | 128 | $ | 121 | ||||||||
Interest
expense
|
(2 | ) | (34 | ) | (11 | ) | (62 | ) | ||||||||
Gain
(loss) on foreign currency transactions
|
17 | (68 | ) | 3 | 25 | |||||||||||
Other
income, net
|
4 | 9 | 35 | 26 | ||||||||||||
Total
other income and (expense)
|
$ | 92 | $ | (21 | ) | $ | 155 | $ | 110 |
Note
10. Earnings per Share (EPS)
Basic EPS
is calculated by dividing net income by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the effect of potential
common stock, which consists of assumed stock options. Potentially dilutive
securities are not taken into account when their effect would be
antidilutive.
The
weighted-average number of common shares outstanding used in the computation of
basic and diluted earnings per share is as follows (in thousands):
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Weighted
average number of common shares outstanding - Basic
|
8,199 | 8,103 | 8,199 | 8,103 | ||||||||||||
Potential
dilution from stock options
|
8 | 82 | 6 | - | ||||||||||||
Weighted
average number of common shares outstanding - Diluted
|
8,207 | 8,185 | 8,205 | 8,103 |
For the
six months ended June 30, 2009, the Company was in a loss position and,
accordingly, the basic and diluted weighted average shares outstanding were
equal because any increase to the basic shares would have been antidilutive.
Therefore, we did not calculate the dilutive effect of the 561,000 options then
outstanding.
10
The
following discussion is intended to assist in the understanding of our results
of operations and our present financial condition. The condensed consolidated
financial statements and the accompanying notes contain additional detailed
information that should be referred to when reviewing this material. Statements
in this discussion may be forward-looking. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
significantly from those expressed. See Item 1A, Risk Factors of the
Company’s Form 10-K for the period ended December 31,
2009.
For a
Company Overview and information on our products as well as general information,
see Part I—Item 1. Business of the
Company’s Form 10-K for the period ended December 31,
2009.
Overview
of our Business
GPIC
manufactures and supplies casino chips, under the brand names of Paulson®,
Bourgogne et Grasset®, and Bud Jones®, (including low and high frequency RFID
casino chips), low and high frequency RFID readers, table layouts, playing
cards, dice, gaming furniture, roulette wheels, table accessories, and other
products that are used with casino table games such as blackjack, poker,
baccarat, craps and roulette. GPIC is headquartered in Las Vegas, Nevada, with
offices in Beaune, France; San Luis Rio Colorado, Mexico; Atlantic City, New
Jersey; and Gulfport, Mississippi. GPIC sells its products to licensed casinos
worldwide. We operate in one segment and have two operating subsidiaries:
GPI USA and GPI SAS, a French subsidiary. Our subsidiaries have the
following distribution and product focus:
|
·
|
GPI
USA sells in the Americas out of regional offices in the United States.
GPI USA sells our full product line with most of the products manufactured
in Mexico with the remainder either manufactured in the United States or
France.
|
|
·
|
GPI
SAS sells internationally out of Beaune, France, with most sales occurring
in Europe and Asia. GPI SAS predominately sells casino chips, including
both American-style casino chips and European-style casino chips, which
are also known as plaques and jetons. Most of the products sold by GPI SAS
are manufactured in France, with the remainder manufactured in
Mexico.
|
Historically,
we have experienced significant fluctuations in our quarterly operating results
and expect such fluctuations to continue. Our operating results fluctuate due to
a number of factors, but primarily reflect the opening of new casinos, the
expansion of existing casinos, and large replacement orders for casino chips -
our primary product line, which typically represents over 60% of the Company’s
revenues. The nature of these events is difficult to forecast and largely beyond
our ability to influence, which creates variability in revenue and
earnings. While most large projects are pursued years in advance, both
large and small sales opportunities arise with little prior notice. An
indicator of future sales is found in our backlog report, which reflects signed
orders that we expect to ship in the remainder of 2010.
Backlog
|
||||||||
GPI USA
|
GPI SAS
|
Total
|
||||||
June
30, 2010
|
$ 4.7 million
|
$ 5.6 million
|
$
10.3 million
|
|||||
June
30, 2009
|
$ 3.2 million
|
$ 7.0 million
|
$
10.2 million
|
Overview
of our Industry
In the
United States, the general slow down in the gaming industry has negatively
affected our casino customers and therefore our sales. Casinos have been working
to reduce their operating costs and capital expenditures. We have seen a slowing
down of the typical replacement cycle for consumable products, such as our
cards, layouts and dice, as well as a reduction in casino openings, expansions,
and replacement orders, on which our casino chip and furniture sales are largely
dependent. To the extent these economic conditions continue, we anticipate
that our revenues in future quarters could be adversely affected.
Apart
from the above general industry trends, the states of Pennsylvania
and Delaware recently legalized table games and licensed GPI USA as an equipment
vendor. In the second quarter, we shipped products from each of our product
lines to all of the Pennsylvania casinos that were opened in early July
2010. We expect some modest sales to these casinos during the second half
of 2010, but most of our sales were shipped in the second quarter.
Additionally, we supplied products to three Delaware casinos and two West
Virginia casinos that also commenced table game operations during the second
quarter.
11
Internationally,
Macau continues to be the largest gaming market and has recently posted record
gaming revenues. Other parts of Asia are also becoming significant gaming
destinations. In Singapore, the Sentosa casino and the Marina Bay Sands casino
opened in February and April 2010, respectively.
Financial
and Operational Highlights
For the
second quarter of 2010, our revenues were $19.9 million, an increase of $8.6
million, or 76%, compared to revenues of $11.3 million for the same period of
2009. Our net income for the second quarter of 2010 was $2.7 million,
compared to a net income of $0.2 million for the same period in 2009. The
improvement in our operating results was primarily due to sales totaling $6.6
million in the second quarter to casinos in Pennsylvania, Delaware, and West
Virginia, as well as sales totaling $5.0 million to the Marina Bay Sands Casino
in Singapore.
The
Company completed most of its expected shipments to Pennsylvania casinos in the
second quarter of 2010, with sales for openings completed in Delaware and West
Virginia as well.
Other
Matters
GPI SAS
uses the euro as its functional currency. As of June 30, 2010 and December
31, 2009 the US dollar to euro exchange rates were $1.2271 to one euro and
$1.4406 to one euro, respectively, which represents a 14.8% stronger dollar
compared to the euro. The average exchange rates for the six months ended June
30, 2010 and June 30, 2009 were 1.3301 and 1.3322, which represents a 0.2%
stronger dollar compared to the euro.
This
significant strengthening of the dollar compared to the euro during the first
half of 2010 resulted in a large reduction in foreign currency translation in
other comprehensive income in the balance sheet to $152,000 at June 30, 2010
from $3,273,000 at December 31, 2009.
GPI
Mexicana uses the US Dollar as its functional currency. The average exchange
rates for the quarters ended June 30, 2010 and 2009 were 12.55 pesos to the US
dollar and 13.36 pesos to the US dollar, respectively, which represents a 6.1%
weaker dollar compared to the Mexican peso. The weaker dollar compared with the
Mexican peso had an unfavorable impact of $0.1 million for the first quarter as
our manufacturing costs were increased.
CRITICAL
ACCOUNTING ESTIMATES
Financial
statement preparation requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue, and expenses and
disclosure of contingent assets and liabilities. The accompanying condensed
consolidated financial statements are prepared using the same critical
accounting estimates discussed in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009.
RESULTS
OF OPERATIONS
The
following tables summarize selected items from the Company’s Consolidated
Statements of Operations as a percentage of revenues:
Three
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period
to Period Change
|
||||||||||||||||||||||
Revenues
|
$ | 19,906 | 100.0 | % | $ | 11,312 | 100.0 | % | $ | 8,594 | 76.0 | % | ||||||||||||
Cost
of revenues
|
11,321 | 56.9 | % | 8,191 | 72.4 | % | 3,130 | 38.2 | % | |||||||||||||||
Gross
profit
|
8,585 | 43.1 | % | 3,121 | 27.6 | % | 5,464 | 175.1 | % | |||||||||||||||
Selling,
general and administrative
|
4,032 | 20.3 | % | 3,049 | 26.9 | % | 983 | 32.2 | % | |||||||||||||||
Operating
income
|
4,553 | 22.8 | % | 72 | 0.7 | % | 4,481 | 6,223.6 | % | |||||||||||||||
Other
income and (expense)
|
92 | 0.5 | % | (21 | ) | (0.2 | )% | 113 | — | |||||||||||||||
Income
before income taxes
|
4,645 | 23.3 | % | 51 | 0.5 | % | 4,594 | 9,007.8 | % | |||||||||||||||
Income
tax expense (benefit)
|
1,979 | 9.9 | % | (119 | ) | (1.1 | )% | 2,098 | — | |||||||||||||||
Net
income
|
$ | 2,666 | 13.4 | % | $ | 170 | 1.6 | % | $ | 2,496 | 1,468.2 | % |
12
Six
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period
to Period Change
|
||||||||||||||||||||||
Revenues
|
$ | 30,851 | 100.0 | % | $ | 20,256 | 100.0 | % | $ | 10,595 | 52.3 | % | ||||||||||||
Cost
of revenues
|
18,595 | 60.3 | % | 14,722 | 72.7 | % | 3,873 | 26.3 | % | |||||||||||||||
Gross
profit
|
12,256 | 39.7 | % | 5,534 | 27.3 | % | 6,722 | 121.5 | % | |||||||||||||||
Selling,
general and administrative
|
7,712 | 25.0 | % | 6,355 | 31.4 | % | 1,357 | 21.4 | % | |||||||||||||||
Operating
income (loss)
|
4,544 | 14.7 | % | (821 | ) | (4.1 | )% | 5,365 | — | |||||||||||||||
Other
income and (expense)
|
155 | 0.5 | % | 110 | 0.5 | % | 45 | 40.9 | % | |||||||||||||||
Income
(loss) before income taxes
|
4,699 | 15.2 | % | (711 | ) | (3.6 | )% | 5,410 | — | |||||||||||||||
Income
tax expense (benefit)
|
1,996 | 6.5 | % | (383 | ) | (1.9 | )% | 2,379 | — | |||||||||||||||
Net
income (loss)
|
$ | 2,703 | 8.7 | % | $ | (328 | ) | (1.7 | )% | $ | 3,031 | — |
The
following tables present certain data by geographic area (in
thousands):
Three
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Year to Year
Change
|
||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
United
States
|
$ | 11,356 | 57.0 | % | $ | 5,233 | 46.2 | % | $ | 6,123 | 117.0 | % | ||||||||||||
Asia (1)
|
6,743 | 33.9 | % | 4,266 | 37.7 | % | 2,477 | 58.1 | % | |||||||||||||||
Europe
(includes Russia)
|
952 | 4.8 | % | 1,036 | 9.2 | % | (84 | ) | (8.1 | )% | ||||||||||||||
Other (2)
|
855 | 4.3 | % | 777 | 6.9 | % | 78 | 10.0 | % | |||||||||||||||
Total
|
$ | 19,906 | 100.0 | % | $ | 11,312 | 100.0 | % | $ | 8,594 | 76.0 | % |
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries.
Six
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Year to Year
Change
|
||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
United
States
|
$ | 16,680 | 54.1 | % | $ | 10,812 | 53.4 | % | $ | 5,868 | 54.3 | % | ||||||||||||
Asia (1)
|
10,777 | 34.9 | % | 5,752 | 28.4 | % | 5,025 | 87.4 | % | |||||||||||||||
Europe
(includes Russia)
|
1,921 | 6.2 | % | 1,725 | 8.5 | % | 196 | 11.4 | % | |||||||||||||||
Other (2)
|
1,473 | 4.8 | % | 1,967 | 9.7 | % | (494 | ) | (25.1 | )% | ||||||||||||||
Total
|
$ | 30,851 | 100.0 | % | $ | 20,256 | 100.0 | % | $ | 10,595 | 52.3 | % |
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries.
13
The
following tables detail the Company’s revenues by product line (in
thousands):
Three
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Year
to Year Change
|
||||||||||||||||||||||
Casino
chips:
|
||||||||||||||||||||||||
American-style
casino chips
|
$ | 10,523 | 52.8 | % | $ | 3,070 | 27.1 | % | $ | 7,453 | 242.8 | % | ||||||||||||
European-style
casino chips
|
1,767 | 8.9 | % | 3,979 | 35.2 | % | (2,212 | ) | (55.6 | )% | ||||||||||||||
Total
casino chips
|
12,290 | 61.7 | % | 7,049 | 62.3 | % | 5,241 | 74.4 | % | |||||||||||||||
Gaming
furniture
|
2,229 | 11.2 | % | 489 | 4.3 | % | 1,740 | 355.8 | % | |||||||||||||||
Table
accessories and other products
|
1,612 | 8.1 | % | 628 | 5.6 | % | 984 | 156.7 | % | |||||||||||||||
Playing
cards
|
1,266 | 6.4 | % | 1,147 | 10.1 | % | 119 | 10.4 | % | |||||||||||||||
Table
layouts
|
1,213 | 6.1 | % | 1,084 | 9.6 | % | 129 | 11.9 | % | |||||||||||||||
Dice
|
550 | 2.8 | % | 510 | 4.5 | % | 40 | 7.8 | % | |||||||||||||||
Shipping
|
746 | 3.7 | % | 405 | 3.6 | % | 341 | 84.2 | % | |||||||||||||||
Total
|
$ | 19,906 | 100.0 | % | $ | 11,312 | 100.0 | % | $ | 8,594 | 76.0 | % | ||||||||||||
Six
Months Ended
|
||||||||||||||||||||||||
June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Year
to Year Change
|
||||||||||||||||||||||
Casino
chips:
|
||||||||||||||||||||||||
American-style
casino chips
|
$ | 15,857 | 51.2 | % | $ | 7,599 | 37.5 | % | $ | 8,258 | 108.7 | % | ||||||||||||
European-style
casino chips
|
3,661 | 11.9 | % | 4,368 | 21.6 | % | (707 | ) | (16.2 | )% | ||||||||||||||
Total
casino chips
|
19,518 | 63.1 | % | 11,967 | 59.1 | % | 7,551 | 63.1 | % | |||||||||||||||
Gaming
furniture
|
2,500 | 8.1 | % | 880 | 4.3 | % | 1,620 | 184.1 | % | |||||||||||||||
Playing
cards
|
2,432 | 7.9 | % | 2,203 | 10.9 | % | 229 | 10.4 | % | |||||||||||||||
Table
layouts
|
2,209 | 7.2 | % | 2,242 | 11.1 | % | (33 | ) | (1.5 | )% | ||||||||||||||
Table
accessories and other products
|
2,091 | 6.8 | % | 1,310 | 6.4 | % | 781 | 59.6 | % | |||||||||||||||
Dice
|
1,034 | 3.4 | % | 891 | 4.4 | % | 143 | 16.0 | % | |||||||||||||||
Shipping
|
1,067 | 3.5 | % | 763 | 3.8 | % | 304 | 39.8 | % | |||||||||||||||
Total
|
$ | 30,851 | 100.0 | % | $ | 20,256 | 100.0 | % | $ | 10,595 | 52.3 | % |
Revenues. For the three months
ended June 30, 2010, revenues were $19.9 million, an increase of $8.6 million,
or 76.0%, compared to revenues of $11.3 million during the same period in 2009.
This increase was due primarily to significant sales in all product lines to
casinos located in Pennsylvania, Delaware and West Virginia, which recently
commenced table game operations, as well as increased sales of European-style
and American-style chips to casinos in Singapore and Macau.
For the
six months ended June 30, 2010, revenues were $30.9 million, an increase of
$10.6 million, or 52.3%, compared to revenues of $20.3 million during the same
period in 2009. This increase was due primarily to significant sales in
all product lines to casinos located in Pennsylvania, Delaware and West
Virginia, which recently commenced table game operations, as well as increased
sales of European-style and American-style chips to casinos in Singapore and
Macau.
Cost of
Revenues. For the three months
ended June 30, 2010, cost of revenues was $11.3 million, an increase of $3.1
million, or 38.2%, compared to cost of revenues of $8.2 million for the three
months ended June 30, 2009. As a percentage of revenues, the cost of
revenues decreased to 56.9% for the quarter in 2010 from 72.4% for the quarter
in 2009.
For the
six months ended June 30, 2010, cost of revenues was $18.6 million, an increase
of $3.9 million, or 26.3%, compared to cost of revenues of $14.7 million for the
six months ended June 30, 2009. As a percentage of revenues, the cost of
revenues decreased to 60.3% for the quarter in 2010 from 72.7% for the quarter
in 2009.
14
Gross
Profit. For the three months ended June 30, 2010, gross profit was
$8.6 million, an increase of $5.5 million, or 175.1%, compared to gross
profit of $3.1 million for the three months ended June 30, 2009. As a percentage
of revenues, our gross margin increased to 43.1% from 27.6% in the comparable
prior year quarter. This gross margin percentage increase was primarily
driven by a shift in sales mix towards higher margin product lines, such as
casino chips. Higher sales also resulted in fixed manufacturing costs
being allocated over higher production volumes. Additionally, we
experienced production problems that increased our manufacturing costs, as a
percent of sales, in the second quarter of 2009.
For the
six months ended June 30, 2010, gross profit was $12.3 million, an increase of
$6.8 million, or 121.5%, compared to gross profit of $5.5 million for the
six months ended June 30, 2009. As a percentage of revenues, our gross margin
increased from 27.3% to 39.7%. This gross margin percentage increase was
driven by the same factors as those for the second quarter, namely, a shift in
sales mix towards higher margin product lines, fixed manufacturing costs being
allocated over higher production volumes, and production problems that increased
our manufacturing costs, as a percent of sales, in the second quarter of
2009.
Selling, General,
and Administrative Expenses. The following
tables detail the selling, general, and administrative expenses (in
thousands):
Three
Months Ended
|
||||||||||||||||||||||||
June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||||||||||
Marketing
and sales
|
$ | 1,190 | 6.0 | % | $ | 1,080 | 9.5 | % | $ | 110 | 10.2 | % | ||||||||||||
General
and administrative
|
2,842 | 14.3 | % | 1,969 | 17.4 | % | 873 | 44.3 | % | |||||||||||||||
Total
selling, general and administrative expenses
|
$ | 4,032 | 20.3 | % | $ | 3,049 | 26.9 | % | $ | 983 | 32.2 | % |
For the
three months ended June 30, 2010, selling, general and administrative expenses
were $4.0 million, an increase of $1.0 million, or 32.2%, compared to
selling, general and administrative expenses of $3.0 million for the three
months ended June 30, 2009. The increase in selling, general and administrative
expenses was primarily due to an increase in compensation and bonuses of $0.6
million, including severance pay of $0.1 million, legal expenses of $0.2 million
and an increase in bad debt expense of $0.1 million. Selling, general and
administrative expenses decreased as a percent of revenue to 20.3% in 2010 from
27.0% in 2009.
Six
Months Ended
|
||||||||||||||||||||||||
June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||||||||||
Marketing
and sales
|
$ | 2,275 | 7.4 | % | $ | 2,063 | 10.2 | % | $ | 212 | 10.3 | % | ||||||||||||
General
and administrative
|
5,437 | 17.6 | % | 4,292 | 21.2 | % | 1,145 | 26.7 | % | |||||||||||||||
Total
selling, general and administrative expenses
|
$ | 7,712 | 25.0 | % | $ | 6,355 | 31.4 | % | $ | 1,357 | 21.4 | % |
For the
six months ended June 30, 2010, selling, general and administrative expenses
were $7.7 million, an increase of $1.4 million, or 21.4%, compared to
selling, general and administrative expenses of $6.3 million for the six months
ended June 30, 2009. The increase in selling, general and administrative
expenses was primarily due to an increase in compensation and bonuses of $0.7
million, including severance pay of $0.1 million, legal expenses of $0.5 million
and $0.1 million related to gaming licenses. Selling, general and
administrative expenses decreased as a percent of revenue to 25.0% in 2010 from
31.4% in 2009.
Other Income and
(Expense). The following table
details the Other Income and (Expense) items (in thousands):
Three
Months Ended
|
||||||||||||||||||||||||
June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||||||||||
Interest
income
|
$ | 73 | 0.4 | % | $ | 72 | 0.6 | % | $ | 1 | 1.4 | % | ||||||||||||
Interest
expense
|
(2 | ) | 0.0 | % | (34 | ) | (0.3 | )% | 32 | 94.1 | % | |||||||||||||
Gain
(loss) on foreign currency transactions
|
17 | 0.1 | % | (68 | ) | (0.6 | )% | 85 | — | |||||||||||||||
Other
income, net
|
4 | 0.0 | % | 9 | 0.1 | % | (5 | ) | (55.6 | )% | ||||||||||||||
Total
other income and (expense)
|
$ | 92 | 0.5 | % | $ | (21 | ) | (0.2 | )% | $ | 113 | — |
15
Six
Months Ended
|
||||||||||||||||||||||||
June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||||||||||
Interest
income
|
$ | 128 | 0.4 | % | $ | 121 | 0.6 | % | $ | 7 | 5.8 | % | ||||||||||||
Interest
expense
|
(11 | ) | 0.0 | % | (62 | ) | (0.3 | )% | 51 | 82.3 | % | |||||||||||||
Gain
on foreign currency transactions
|
3 | 0.0 | % | 25 | 0.1 | % | (22 | ) | (88.0 | )% | ||||||||||||||
Other
income, net
|
35 | 0.1 | % | 26 | 0.1 | % | 9 | 34.6 | % | |||||||||||||||
Total
other income and (expense)
|
$ | 155 | 0.5 | % | $ | 110 | 0.5 | % | $ | 45 | 40.9 | % |
Income
Taxes. Our
effective income tax rate for the three months ended June 30, 2010 was 42.6%
compared to the effective income tax rate of (233.9)% for the three months ended
June 30, 2009. Our effective tax rate for the quarter ended June 30, 2010
was negatively affected by the decrease in the tax basis of certain intangible
assets. The Company monitors its deferred tax assets to assess whether
they will be realizable. Using a more likely than not threshold, during
the three months ended June 30, 2010, the Company considered additional
information and concluded that certain intangible asset tax basis would not be
realizable and, accordingly, reduced the related deferred tax asset by
approximately $500,000. Our effective tax rate for the quarter ended
June 30, 2009 also differed from the statutory rate as a result of the
benefit from a research credit from our French subsidiary, GPI SAS, combined
with having small book income before income taxes for the second
quarter.
Our
effective income tax rate for the six months ended June 30, 2010 was 42.5%
compared to 53.8% for the same period of 2009. Our effective tax rate for
the six months ended June 30, 2010 differed from the statutory rate as a
result of the decrease in the tax basis of certain intangible assets.
The Company monitors its deferred tax assets to assess whether they will be
realizable. Using a more likely than not threshold, during the six months
ended June 30, 2010, the Company considered additional information and concluded
that certain intangible asset tax basis would not be realizable and,
accordingly, reduced the related deferred tax asset by approximately
$500,000. Our effective tax rate for the six months ended June 30,
2009 differed from the statutory rate as a result of the benefit from a research
credit from our French subsidiary, GPI SAS, combined with having a net loss
before income tax for the six month period.
Our
corporate tax rate is calculated on a consolidated basis. Our corporate
costs are not allocated to our French subsidiary, GPI SAS.
Liquidity
and Capital Resources
Sources of
Liquidity and Capital Resources. Historically, our primary source of
liquidity and capital resources has been cash from operations. Other potential
sources of capital include, but are not limited to, marketable securities and
bank credit facilities, both in the United States and abroad. We believe that
the combination of these resources will satisfy our needs for working capital,
capital expenditures, debt service, and other cash requirements, such as
dividends or acquisitions, for a minimum of the next 12 months.
As of June 30, 2010, we had
$4.5 million in cash and cash equivalents and $14.0 million in
marketable securities, totaling $18.5 million. Of this amount, $14.3 million is
held by GPI SAS and $4.2 million is held by GPI USA. Our ability to
permanently transfer cash from GPI SAS, our French subsidiary, to the United
States is restricted due to unfavorable tax consequences and profit retention
requirements under French law.
Working Capital
(See Condensed Consolidated Balance Sheets). The following
summarizes our cash and cash equivalents, working capital (in thousands), and
current ratio:
June
30,
|
December
31,
|
|||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||
Cash
and cash equivalents
|
$ | 4,510 | $ | 3,238 | $ | 1,272 | 39.3 | % | ||||||||
Marketable
securities
|
$ | 14,038 | $ | 15,600 | $ | (1,562 | ) | (10.0 | )% | |||||||
Working
capital
|
$ | 24,631 | $ | 22,694 | $ | 1,937 | 8.5 | % | ||||||||
Current
ratio
|
3.2 | 2.8 |
As of
June 30, 2010, working capital totaled $24.6 million, an increase of $1.9
million, or 8.5%, compared to working capital of $22.7 million as of December
31, 2009. This increase is due to an increase of $0.1 million in current assets
and to a decrease in current liabilities of $1.8 million. The
increase in current assets was due primarily to an increase in accounts
receivable of $2.5 million, offset by a decrease in current inventory of $1.4
million. The increase in accounts receivable as of June 30, 2010 compared
to December 31, 2009 is due to sales to Pennsylvania, Delaware and West Virginia
casinos at the end of the second quarter of 2010. The decrease in current
liabilities was due primarily to decreases in customer deposits of $1.7
million. The decrease in customer deposits is primarily attributable to
deposits made in conjunction with Pennsylvania orders applied against sales
recorded at the end of the second quarter of 2010.
16
Cash Flows (See
Condensed Consolidated Statements of Cash Flow). The following
summarizes our cash flow (in thousands):
Six
Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
2010
|
2009
|
Period to Period Change
|
||||||||||||||
Operating
activities
|
$ | 2,966 | $ | 5,014 | $ | (2,048 | ) | (40.8 | )% | |||||||
Investing
activities
|
(828 | ) | (3,226 | ) | 2,398 | 74.3 | % | |||||||||
Financing
activities
|
(744 | ) | (248 | ) | (496 | ) | (200.0 | )% | ||||||||
Effect
of exchange rates
|
(122 | ) | 13 | (135 | ) | — | ||||||||||
Net
change
|
$ | 1,272 | $ | 1,553 | $ | (281 | ) | (18.1 | )% |
Net cash provided by operations was
$3.0 million during the six months ended June 30, 2010, a decrease of $2.0
million, compared to $5.0 million during the same period in 2009. For the
six months ended June 30, 2010, $4.4 million of cash was provided by net income
and related reconciling adjustments; $1.3 million was used by an increase in
operating assets (excluding cash), primarily the increase in accounts
receivable; and $0.1 million was used by a decrease in current liabilities,
primarily the increase in accounts payable and accruals, offset by a decrease in
customer deposits. For the six months ended June 30, 2009, $0.8 million of cash
was provided by net income and related reconciling adjustments; $0.8 million of
cash was used by a decrease in operating assets (excluding cash) and $5.0
million was provided by an increase in current liabilities, primarily customer
deposits.
Our
investing activities resulted in net cash used of $0.8 million during the six
months ended June 30, 2010, a decrease of $2.4 million compared to net cash used
by investing activities of $3.2 million during the same period in 2009. This
decrease in cash used in investing activities is attributable to a decrease in
net purchases of marketable securities of $2.5 million during the six
months ended June 30, 2010 compared the same period in 2009.
Net cash
used in financing activities was $0.7 million during the six months ended June
30, 2010, an increase of $0.5 million compared to net cash used in financing
activities of $0.2 million during the same period in 2009. Cash decreased as
$0.7 million of long-term debt was paid off in 2010.
Long-Term
Debt. In March 2002, GPI USA entered into a $995,000 loan
transaction secured by a deed of trust on its Las Vegas building. In
September 2009 this loan was paid in full.
In
May 2004, GPI SAS borrowed 350,000 euros (approximately $423,000 in
May 2004) from a French bank. The loan had a fixed interest rate of
3.6% per annum, was due in May 2011, and was secured by a mortgage on the
manufacturing facility in France. In April 2010 this loan was paid in
full.
In June
2006, GPI SAS borrowed 1.5 million euros (approximately
$1.9 million in June 2006) from a French bank. The loan had a five-year
term at a fixed rate of 3.4% per annum. The loan was repayable in fixed
quarterly installments of principal and interest. In March 2010 this loan
was paid in full.
As of
June 30, 2010, the remaining long-term debt balances relate to obligations under
capital leases.
Seasonality.
Seasonality is difficult to determine due to the significant
revenue fluctuations we experience on a quarterly basis. History indicates that
the first quarter is typically one of the lowest revenue quarters for the
year.
Las Vegas, Nevada
Facilities. In
Las Vegas we own an approximately 60,000 square-foot building, which houses the
Las Vegas corporate and sales offices, as well as a centralized warehouse,
several manufacturing departments, and a graphics art department.
San Luis Rio
Colorado, Mexico Facilities. We manufacture casino
chips, playing cards, dice, plastic products, layouts and tables at three
facilities in San Luis Rio Colorado, Mexico. These facilities include a 34,000
square-foot leased facility, a 46,000 square-foot leased facility, and an
approximately 66,000 square-foot facility, which we own. The two leased
facilities are leased through December 2013 at a monthly rental amount of $0.35
per square foot, or approximately $28,000.
17
San Luis, Arizona
Warehouse. In April 2010, we
leased an approximately 7,000 square-foot warehouse facility in San Luis,
Arizona. The facility is leased through April 2011.
Beaune, France
Facilities. In Beaune, we own an approximately 34,000 square-foot
manufacturing facility and a 15,000 square-foot administrative and sales
building.
Capital
Expenditures.
We plan to purchase approximately $0.5 million in
property, plant and equipment in the remainder of 2010.
Cash
Dividend.
Our Board of Directors has no plans to pay a regular dividend on our
common stock; however the Board of Directors will continuously evaluate the
merits of paying a special dividend. We paid a $1.0 million dividend, or $0.125
per share, in December 2009.
Backlog.
At June 30, 2010, our backlog of signed orders, which is expected to be
filled in 2010, was $10.3 million, consisting of $4.7 million for GPI USA and
$5.6 million for GPI SAS. At June 30, 2009, our backlog of signed orders
for 2009 was $10.2 million, consisting of $3.2 million for GPI USA and $7.0
million for GPI SAS.
Contractual
Obligations and Commercial Commitments
There
were no material changes in the contractual obligations and commercial
commitments during the three months ended June 30, 2010.
Recently
Issued Accounting Standards
In
October 2009, the FASB issued Accounting Standards Update (ASU)
No. 2009-13, Revenue
Recognition (Topic 605) — Multiple-Deliverable Revenue
Arrangements. ASU No. 2009-13 addresses the accounting for
multiple-deliverable arrangements to enable companies to account for products or
services (deliverables) separately rather than as a combined unit since
companies often provide multiple products or services to their customers. This
guidance establishes a selling price hierarchy for determining the selling price
of a deliverable. ASU No. 2009-13 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010 and early adoption is permitted.
Management is currently evaluating the requirements of ASU No. 2009-13 and
has not yet determined the impact, if any, on our condensed consolidated
financial statements.
In
January 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair
Value Measurements (Topic 820) — Fair Value Measurements and Disclosures.
ASU No. 2010-06 provides for more robust disclosures abut the assets
and liabilities measured at fair value, the valuation techniques used and
disclosure regarding transfers between levels 1, 2 and 3. ASU
No. 2010-06 is effective for fiscal years beginning after December 15,
2009 and for interim periods within that fiscal year. The adoption of ASU
No. 2010-06 did not impact the Company’s financial position or results of
operations.
Forward-Looking
Information Statements and Risk Factors
Throughout
this Form 10-Q, we make some forward-looking statements, which do not
relate to historical or current facts, but are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements relate to analyses and other information based on forecasts of future
results and estimates of amounts not yet determinable that, while considered
reasonable by us, are inherently subject to significant business, economic, and
competitive risks and uncertainties, many of which are beyond our control and
are subject to change. The statements also relate to our future prospects
and anticipated performance, development, and business strategies such as
statements relating to anticipated future sales or the timing thereof, the
long-term growth and prospects of our business or any jurisdiction, the duration
or effects of unfavorable economic conditions which may reduce our product
sales, and the long-term potential of the RFID gaming chips market and the
ability of the Company to capitalize on any such growth opportunities.
These statements are identified by their use of terms and phrases such as
anticipate, believe, could, would, estimate, expect, intend, may, plan, predict,
project, pursue, will, continue, feel, or the negative or other variations
thereof, and other similar terms and phrases, including references to
assumptions.
18
Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
expressed or implied. Our future financial condition and results of
operations, as well as any forward-looking statements, are subject to change and
to inherent known and unknown risks and uncertainties such as those identified
in Part I-Item 1A, “Risk Factors” of the Company’s Form 10-K for the
period ended December 31, 2009. We do not intend, and undertake no
obligation, to update our forward-looking statements to reflect future events or
circumstances.
Not
required for a smaller reporting company.
Evaluation
of Disclosure Controls and Procedures:
The
Company’s management, including the Chief Executive Officer and Chief Financial
Officer, has conducted an evaluation of the effectiveness of the Company’s
disclosure controls and procedures pursuant to Exchange Act
Rules 13a-15(e) and 15d-15(e) as of June 30, 2010. Based upon
this evaluation, the Company’s Chief Executive Officer and the Chief Financial
Officer have concluded that, as of June 30, 2010, the end of the period covered
by this Form 10-Q, the Company’s disclosure controls and procedures were
effective at a reasonable assurance level.
Changes
in Internal Control over Financial Reporting:
Management
has determined that there was no change in our internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
during the quarter ended June 30, 2010 that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
For a
description of our legal proceedings, see Note 6 contained in the “Condensed
Consolidated Notes to Financial Statements” of this Quarterly Report on
Form 10-Q, which is incorporated by reference in response to this
item.
ITEM
1A.
|
RISK
FACTORS
|
None.
None.
None.
ITEM
4. RESERVED
None.
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of Chief Financial and Principal Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.0
|
Certification
pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
|
19
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.
GAMING
PARTNERS INTERNATIONAL CORPORATION
|
||
Date: August
11, 2010
|
By:
|
/s/
Gregory S. Gronau
|
Gregory
S. Gronau
|
||
President,
Chief Executive Officer and Interim Chief Financial
Officer
(Principal
Executive and Financial Officer)
|
20