FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2014

 

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             .

 

Commission file number: 001-32161

 

Entertainment Gaming Asia Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		91-1696010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification no.)

 

Unit C1, Ground Floor, Koon Wah Building

No. 2 Yuen Shun Circuit

Yuen Chau Kok, Shatin

New Territories, Hong Kong SAR

(Address of principal executive offices, including zip code)

 

+ 852-3147-6600

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x   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 (as defined in Rule 12b-2 of the Act):

 

Large accelerated filer  ¨		Accelerated filer  ¨
Non-accelerated filer  ¨		Smaller reporting company  x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ¨   No  x

 

As of November 1, 2014, 30,102,162 shares of common stock of Entertainment Gaming Asia Inc. were outstanding. 

  

 

 

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Overview	22
	Results of Operations	25
	Liquidity and Capital Resources	32
	Critical Accounting Policies and Estimates	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	35
Item 4.	Controls and Procedures	35
	PART II — OTHER INFORMATION
Item 6.	Exhibits	36

 

 

PART I — FINANCIAL INFORMATION

 

Item 1.        Financial Statements

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

(amounts in thousands, except per share data)

(Unaudited) 

		September 30, 2014				December 31, 2013
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	4,492			$	5,301
Accounts receivable, net			761				922
Amount due from a related party			22				108
Other receivables			136				453
Inventories			4,750				1,663
Assets held for sale			273				—
Prepaid expenses and other current assets			983				443
Total current assets			11,417				8,890
Gaming equipment, net			6,194				8,171
Casino contracts			3,587				5,429
Property and equipment, net			8,881				7,857
Goodwill			349				353
Intangible assets, net			667				899
Contract amendment fees			153				234
Prepaids, deposits and other assets			1,980				1,797
Total assets		$	33,228			$	33,630
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	882			$	840
Amount due to a related party			40				19
Accrued expenses			1,510				2,366
Customer deposits and other current liabilities			2,048				457
Total current liabilities			4,480				3,682
Other liabilities			731				742
Deferred tax liability			198				199
Total liabilities			5,409				4,623
Stockholders’ equity:
Common stock, $.001 par value, 75,000,000 shares authorized; 30,102,162 and 30,022,162 shares issued and outstanding			30				30
Additional paid-in-capital			33,316				33,156
Accumulated other comprehensive income			707				742
Accumulated losses			(6,235	)			(4,922	)
Total EGT stockholders’ equity			27,818				29,006
Non-controlling interest			1				1
Total stockholders’ equity			27,819				29,007
Total liabilities and stockholders’ equity		$	33,228			$	33,630

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(amounts in thousands, except per share data)

(Unaudited)

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
		2014				2013				2014				2013
Revenues:
Gaming operations		$	3,965			$	4,333			$	12,267			$	13,765
Gaming products			437				1,106				1,772				2,695
Total revenues			4,402				5,439				14,039				16,460
Operating costs and expenses:
Cost of gaming operations
Gaming property and equipment depreciation			892				1,064				2,681				3,249
Casino contract amortization			613				613				1,835				1,851
Other gaming related intangibles amortization			63				63				189				189
Other operating costs			877				813				2,617				2,482
Cost of gaming products			571				1,130				2,985				3,172
Selling, general and administrative expenses			1,383				1,546				4,102				4,814
Gain on dispositions			(15	)			—				(23	)			—
Product development expenses			156				51				311				206
Depreciation and amortization			59				50				158				125
Total operating costs and expenses			4,599				5,330				14,855				16,088
(Loss)/income from operations			(197	)			109				(816	)			372
Other expenses:
Interest expense and finance fees			—				—				(2	)			(5	)
Interest income			—				—				1				4
Foreign currency losses			(53	)			(18	)			(53	)			(189	)
Other			4				—				16				10
Total other expenses			(49	)			(18	)			(38	)			(180	)
(Loss)/income from continuing operations before income tax			(246	)			91				(854	)			192
Income tax (expenses)/benefit			(15	)			11				(45	)			(38	)
Net (loss)/income from continuing operations			(261	)			102				(899	)			154
Net loss from discontinued operations, net of tax			—				(411	)			(414	)			(3,256	)
Net loss attributable to EGT stockholders		$	(261	)		$	(309	)		$	(1,313	)		$	(3,102	)
Other comprehensive (loss)/income, net of tax			(93	)			5				(35	)			(212	)
Comprehensive loss to EGT stockholders		$	(354	)		$	(304	)		$	(1,348	)		$	(3,314	)
Basic and diluted (loss)/earnings per share:
Loss		$	(0.01	)		$	(0.01	)		$	(0.04	)		$	(0.10	)
(Loss)/earnings from continuing operations		$	(0.01	)		$	—			$	(0.03	)		$	0.01
Loss from discontinued operations, net of tax		$	—			$	(0.01	)		$	(0.01	)		$	(0.11	)
Weighted average common shares outstanding
Basic			30,022				29,975				30,018				29,975
Diluted			30,022				30,508				30,018				30,552

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

 

		Nine-Month Periods Ended September 30,
		2014				2013
Cash flows from operating activities:
Net loss		$	(1,313	)		$	(3,102	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Foreign currency gains			—				(3	)
Depreciation of gaming equipment and property and equipment			3,447				3,934
Amortization of casino contracts			1,835				1,851
Amortization of intangible assets			226				226
Amortization of contract amendment fees			81				81
Stock-based compensation expense			160				554
Bad debt recovery			—				(15	)
Loss on disposition of subsidiary, including property and equipment			20				999
Gain on disposition of gaming equipment and property and equipment			(18	)			—
Changes in operating assets and liabilities:
Accounts receivable and other receivables			447				388
Inventories			(3,090	)			(258	)
Prepaid expenses and other current assets			(777	)			537
Prepaids, deposits and other assets			95				(475	)
Accounts payable			87				(1,124	)
Amount due from/to related parties			107				20
Accrued expenses and other liabilities			(928	)			(887	)
Income tax payable			—				(26	)
Customer deposits and other current liabilities			1,396				211
Net cash provided by operating activities			1,775				2,911
Cash flows from investing activities:
Construction/purchase of property and equipment			(2,279	)			(4,088	)
Purchase of gaming machines and systems			(456	)			(4,740	)
Proceeds from sale of subsidiary related to discontinued operations			130				365
Proceeds from sale of gaming equipment and property and equipment			42				—
Net cash used in investing activities			(2,563	)			(8,463	)
Cash flows from financing activities:
Net cash used in financing activities			—				—
Effect of exchange rate changes on cash			(21	)			(173	)
Decrease in cash and cash equivalents			(809	)			(5,725	)
Cash and cash equivalents at beginning of period			5,301				10,365
Cash and cash equivalents at end of period		$	4,492			$	4,640
Supplemental disclosure of cash flow information
Interest paid		$	—			$	—
Income tax paid		$	—			$	—
Non-cash investing/financing activities
Purchase of gaming machines and systems		$	—			$	659

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Note 1.   Description of Business and Significant Accounting Policies

 

The business activities of the Company entail the owning and leasing of electronic gaming machines (EGMs) placed in premier hotels and other venues in Cambodia and the Philippines, the development and operation of gaming establishments under the Dreamworld brand in select emerging markets in the Indo-China region and the design, manufacture and distribution of gaming chips and plaques under the Dolphin brand to major casinos primarily in Southeast Asia and Australia.

 

The Company owned and operated a casino under the Dreamworld name in the Pailin Province of Cambodia. On June 1, 2014, the Company ceased operations of the casino in Pailin and, on June 20, 2014, entered into an agreement to sell 100% of the issued capital shares of Dreamworld Leisure (Pailin) Limited, a wholly-owned Cambodian subsidiary of the Company established for the purpose of owning and operating the casino. In addition, the Company was engaged in the design, manufacture and distribution of other, non-gaming plastic products, primarily for the automotive industry. These operations were sold on March 28, 2013. All related historical revenues and expenses for the casino in Pailin and the non-gaming plastic products operations have been reclassified as discontinued operations. The accounting policies of these discontinued operations are consistent with the Company’s policies for the accompanying consolidated financial statements. 

 

Basis of Presentation

 

These consolidated financial statements are prepared pursuant to generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments and other adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company, for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Registration Statement on Form S-1 for the year ended December 31, 2013, filed with the SEC on August 13, 2014. Certain previously reported amounts have been reclassified to conform to the current period presentation.

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of Entertainment Gaming Asia Inc. and all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The Company is required to make estimates, judgments and assumptions that it believes are reasonable based on its historical experience, contract terms, observance of known trends in the Company and the industry as a whole, and information available from other outside sources. These estimates affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On a regular basis, the Company evaluates its estimates, including those related to revenue recognition, product returns, long-lived assets, inventory obsolescence, stock-based compensation, income taxes, bad debts, warranty obligations, long-term contracts, contingencies and litigation. Actual results may differ from those estimates.

 

Discontinued Operations

 

A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held for sale, and (i) represents a separate major line of business or geographical area of operations; and (ii) is a part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or (iii) is a subsidiary acquired exclusively with a view to resale.

 

Non-current assets held for discontinued operations are carried at the lower of their carrying amount or fair value less costs to sell. Any gain or loss from disposal of a business, together with the results of its operations until the date of disposal, is reported separately as discontinued operations. The financial information of discontinued operations is excluded from the respective captions in the Company's consolidated statements of comprehensive income and related notes for all periods presented.

 

 

Cash and Cash Equivalents

 

All highly-liquid instruments with original maturities of three months or less are considered cash equivalents. The Company places its cash and temporary investments with financial institutions. As of September 30, 2014, the Company had deposits with financial institutions in excess of Federal Deposit Insurance Corporation (FDIC) insured limits by approximately $4.2 million.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at face value less any allowances for doubtful accounts. Allowances for doubtful accounts are maintained at levels determined by Company management to adequately provide for uncollectible amounts. In determining the estimated uncollectable amounts, the Company evaluates a combination of factors, including, but not limited to, activity in the related market, financial condition of customers, specific customer collection experience and history of write-offs and collections. Interest income is imposed on overdue accounts receivable after the Company evaluates a combination of factors, including but not limited to, customer collection experiences, customer relationships and contract terms. Accounts receivable balances are written off after all collection efforts have been exhausted.

 

Inventories

 

Inventories are stated at the lower of cost, determined using the first-in, first-out method, or market. Cost elements included in work-in-process and finished goods include raw materials, direct labor and manufacturing overheads.

 

Long-Lived Assets

 

The Company accounts for impairment of long-lived assets in accordance with Financial Accounting Standards Board (FASB) ASC 360, Property, Plant and Equipment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such instances, the Company estimates the undiscounted future cash flows that result from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted cash flows. There were no impairment charges for long-lived assets for the three-month and nine-month periods ended September 30, 2014 and 2013.

 

Prepaids, Deposits and Other Assets

 

Prepaids, deposits and other assets consist primarily of prepaid leases, prepaid value-added taxes in foreign countries, prepayments to suppliers, rental and utilities and other deposits.

 

Gaming Equipment

 

Gaming equipment consists primarily of EGMs and systems. Gaming equipment is stated at cost. The Company depreciates new EGMs and systems over a five-year useful life and depreciates refurbished EGMs and systems over a three-year useful life once placed in service. Depreciation of gaming equipment of approximately $739,000 and $923,000 and $2.2 million and $2.9 million was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the useful lives of the assets currently estimated to be three to ten years, which in the case of leasehold improvements, is limited to the life of the lease and throughout the renewal period as long as renewal is reasonably assured.

 

Depreciation of property and equipment of approximately $153,000 and $141,000 and $450,000 and $315,000 was included in the cost of gaming operations in the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Depreciation of property and equipment of approximately $224,000 and $100,000 and $545,000 and $208,000 was included in cost of gaming products in the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

 

Goodwill and Intangible Assets, Including Casino Contracts

 

Intangible assets consist of patents, trademarks, technical know-how, gaming operation agreement, casino contracts and goodwill. Intangible assets other than goodwill are amortized on the straight-line basis over the period of time the asset is expected to contribute directly or indirectly to future cash flows, which ranges from four to ten years. The straight-line amortization method is utilized because the Company believes there is no more reliably determinable method of reflecting the pattern for which the economic benefits of the intangible assets are consumed or otherwise used.

 

Amortization expenses related to casino contracts were approximately $613,000 and $613,000 and $1.8 million and $1.9 million for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. Amortization expenses related to other gaming related intangibles were approximately $63,000 and $63,000 and $189,000 and $189,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. The amounts were accounted for as cost of gaming operations in the consolidated statements of comprehensive income. Amortization expenses related to technical know-how were approximately $7,000 and $7,000 and $20,000 and $20,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. The amounts were accounted for as cost of gaming products in the consolidated statements of comprehensive income. Amortization expenses related to patents and trademarks were approximately $6,000 and $6,000 and $18,000 and $18,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. The amounts were accounted for as selling, general and administrative expenses in the consolidated statements of comprehensive income.

 

The Company measures and tests finite-lived intangibles for impairment when there are indicators of impairment in accordance with ASC 360-10-05, Property, Plant and Equipment.

 

The Company measures and tests goodwill for impairment, at least annually in accordance with ASC 350-10-05, Intangibles — Goodwill and Other.

 

Impairment testing for goodwill and other intangibles requires judgment, including the identification of reporting units, allocation of related goodwill, assignment of corporate shared assets and liabilities to reporting units, estimated future cash flows and determinations of fair values. While the Company believes its estimates of future revenues and future cash flows are reasonable, different assumptions could materially affect the assessment of useful lives, recoverability and fair values. No impairment charges relating to intangible assets were recorded for the three-month and nine-month periods ended September 30, 2014 and 2013.

 

Litigation and Other Contingencies

 

In the performance of its ordinary course of business operations, the Company is subject to risks of various legal matters, litigation and claims of various types. The Company has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. See Note 16.

 

ASC 450, Contingencies, requires that liabilities for contingencies be recorded when it is probable that a liability has been incurred and that the amount can be reasonably estimated. Significant management judgment is required related to contingent liabilities and the outcome of litigation because both are difficult to predict. For a contingency for which an unfavorable outcome is reasonably possible and which is significant, the Company discloses the nature of the contingency and, when feasible, an estimate of the possible loss.

 

Revenue Recognition

 

The Company recognizes revenue when all of the following have been satisfied:

 

·

Persuasive evidence of an arrangement exists;

·

The price to the customer is fixed and determinable;

·

Delivery has occurred and any acceptance terms have been fulfilled;

·

No significant contractual obligations remain; and

·

Collection is reasonably assured.

 

Gaming Revenue and Promotional Allowances

 

The Company earns recurring gaming revenue from its gaming operations.

 

For slot operations, the Company earns recurring gaming revenue by providing customers with EGMs and casino management systems which track game performance and provide statistics on installed EGMs owned by the Company and leased to venue owners. Revenues are recognized on the contractual terms of the slot agreements between the Company and the venue owners and are based on the Company’s share of net winnings and reimbursement of expenses, net of customer incentives and commitment fees.

 

 

Revenues are recognized as earned unless collection is not reasonably assured, in which case revenues are recognized when the payment for net winnings is received. All slot operations revenues were recognized as earned during the three-month and nine-month periods ended September 30, 2014 and 2013.

 

Commitment fees paid to the venue operators relating to contract amendments which are not recoverable from daily net win are capitalized as assets and amortized as a reduction of revenue over the term of the amended contracts. The Company had commitment fee balances related to contract amendments of approximately $153,000 and $234,000 as of September 30, 2014 and December 31, 2013, respectively.

 

For the discontinued casino operations, the Company’s revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers’ possession, if any. Cash discounts, other cash incentives related to casino play and commissions rebated through junkets or tour guides, if any, to customers are recorded as a reduction to casino revenue. Consequently, the Company’s casino revenues are reduced by discounts and commissions.

 

The Company does not accrue jackpot liabilities for its slot machine base and progressive jackpots as regulations do not prohibit removal of gaming machines from the gaming floor without payment of the jackpots.

 

Promotional allowances represent goods and services, which would be accounted for as revenue if sold, that a casino gives to customers as an inducement to gamble at that establishment. Such goods and services include food and beverages. The Company includes the retail value of promotional allowances in gross revenues and deducts it from gross revenues to reach net revenues on the face of the consolidated statements of comprehensive income.

 

The Company also earned recurring gaming revenue through leasing table game equipment and providing casino management services to gaming operators within its casino property. Revenues from gaming table leasing arrangements are recognized as earned over the contractual terms of the arrangement between the Company and the gaming promoters and are included in discontinued operations.

 

Gaming Products Sales

 

The Company recognizes revenue from the sale of its gaming products to end users upon shipment against customer contracts or purchase orders.

 

Stock-Based Compensation

 

Under the fair value recognition provisions of ASC 718, Compensation-Stock Compensation, the Company recognizes stock-based compensation expenses for all service-based awards to employees and non-employee directors with graded vesting schedules on the straight-line basis over the requisite service period for the entire award. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change. For non-employee awards, the Company remeasures compensation cost each period until the service condition is complete and recognizes compensation cost on the straight-line basis over the requisite service period. Option valuation models require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the fair value estimates. Judgment is required in estimating stock price volatility, forfeiture rates, expected dividends, and expected terms that options remain outstanding. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Cumulative catch-up adjustments are required in the event of changes in assessment of probability. See Note 12 for additional information relating to stock-based compensation assumptions. Stock-based compensation expenses totaled approximately $19,000 and $109,000 and $160,000 and $554,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Product Development

 

Product development expenses are expensed as incurred. Employee related costs associated with product development are included in product development expenses. Product development expenses were approximately $156,000 and $51,000 and $311,000 and $206,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. Product development expenses increased in the three-month and nine-month periods ended September 30, 2014 due to increased efforts to develop new products and security features for the Company’s gaming products business.

 

 

Leases

 

Leases are classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of the following conditions exists:

 

·

Ownership is transferred to the lessee by the end of the lease term;

 

·

There is a bargain purchase option;

 

·

The lease term is at least 75% of the property’s estimated remaining economic life; or

 

·

The present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date.

 

A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred. The Company had no capital leases as of September 30, 2014 and December 31, 2013.

 

Income Taxes

 

The Company is subject to income taxes in the United States (including federal and state) and several foreign jurisdictions in which it operates. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. ASC 740, Income Taxes, requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent the Company believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available to the Company for tax reporting purposes, and other relevant factors.

 

The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes in the statements of comprehensive income.

 

On December 31, 2010, the Company effected a Quasi-Reorganization. As of that date, the Company’s deferred taxes were reported in conformity with applicable income tax accounting standards described above, net of applicable valuation allowances. Deferred tax assets and liabilities were recognized for differences between the assigned values and the tax basis of the recognized assets and liabilities with corresponding valuation allowances as appropriate. In accordance with the Quasi-Reorganization requirements, pre-existing tax benefits realized subsequent to the Quasi-Reorganization are recorded directly in equity.

 

Earnings/(Loss) per Share

 

Basic earnings/(loss) per share are computed by dividing the reported net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing the net income by the weighted average number of shares of common stock and shares issuable from stock options and restricted shares during the period. The computation of diluted earnings per share excludes the impact of stock options and restricted shares that are anti-dilutive. There is no difference in diluted loss per share from basic loss per share as the assumed exercise of common stock equivalents would have an anti-dilutive effect due to losses.

 

 

Foreign Currency Translations and Transactions

 

The functional currency of the Company’s international subsidiaries, except for its operations in Cambodia whose functional currency is also U.S. dollars ("US$"), is generally the local currency. For these subsidiaries, the Company translates the assets and liabilities at exchange rates in effect at the balance sheet date and income and expense accounts at average exchange rates during the year. Resulting currency translation adjustments are recorded directly to accumulated other comprehensive income within stockholders’ equity. Gains and losses resulting from transactions in non-functional currencies are recorded in the statements of comprehensive income.

 

Below is a summary of closing exchange rates as of September 30, 2014 and December 31, 2013, and average exchange rates for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

(US$1 to foreign currency)		September 30, 2014				December 31, 2013
Australian dollar			1.15				1.13
Hong Kong dollar			7.76				7.75
Philippine peso			45.07				44.45
Thai baht			32.42				32.92

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(US$1 to foreign currency)		2014				2013				2014				2013
Australian dollar			1.08				1.09				1.09				1.02
Hong Kong dollar			7.75				7.76				7.75				7.76
Philippine peso			43.89				43.73				44.33				42.16
Thai baht			32.17				31.51				32.46				30.47

 

Fair Value Measurements

 

Fair value is defined under ASC 820, Fair Value Measurements and Disclosures, as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard establishes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable.

 

·

Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

 

·

Level 2 — Input, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments.

 

·

Level 3 — Unobservable input, where there is little or no market activity for the asset or liability. This input reflects the reporting entity’s own assumptions of the data that participants would use in pricing the asset or liability, based on the best information available under the circumstances.

 

As of September 30, 2014, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short maturity of these items.

 

Guarantees

 

The Company recognizes a guarantee at its inception which is the greater of (i) the fair value of the guarantee and (ii) the contingent liability amount. The fair value of a guarantee is determined by using expected present value measurement techniques. The initial liability recognized is amortized over the guarantee period.  The Company does not accrue any guarantee liabilities as of the balance sheet dates. 

 

Recent Accounting Pronouncements

 

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. We do not expect the impact of the adoption of ASU 2014-08 to be material to our consolidated financial statements.

 

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. 

 

Note 2.

Segments

 

The Company currently conducts business in two operating segments: (i) gaming operations, which include EGM participation operations; and (ii) gaming products, which consist of the design, manufacture and distribution of gaming chips and plaques. The Company owned and operated a casino in the Pailin Province of Cambodia. In June 2014, the Company ceased operations of the casino and entered into an agreement to sell 100% of the issued capital shares of Dreamworld Leisure (Pailin) Limited, a wholly-owned Cambodian subsidiary of the Company established for the purpose of owning and operating the casino. The Company was also engaged in the design, manufacture and distribution of other non-gaming plastic products, primarily for the automotive industry. These operations were sold on March 28, 2013. All the related historical revenues and expenses for the casino in Pailin and non-gaming plastic products operations have been reclassified as discontinued operations. The accounting policies of these discontinued operations are consistent with the Company’s policies for the accompanying consolidated financial statements.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Revenues:
Gaming operations		$	3,965			$	4,333			$	12,267			$	13,765
Gaming products			437				1,106				1,772				2,695
Total revenues		$	4,402			$	5,439			$	14,039			$	16,460
Operating (loss)/income:
Gaming operations gross margin		$	1,535			$	1,780			$	4,968			$	5,994
Gaming products gross margin			(134	)			(24	)			(1,213	)			(477	)
Corporate and other operating costs and expenses			(1,598	)			(1,647	)			(4,571	)			(5,145	)
Total operating (loss)/ income		$	(197	)		$	109			$	(816	)		$	372
Depreciation and amortization:
Gaming operations		$	1,581			$	1,756			$	4,748			$	5,339
Gaming products			257				130				642				276
Corporate			20				11				38				26
Total depreciation and amortization		$	1,858			$	1,897			$	5,428			$	5,641

  

Geographic segment revenues for the three-month and nine-month periods ended September 30, 2014 and 2013 consisted of the following:

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Cambodia		$	3,201			$	3,534			$	10,096			$	11,229
Macau			134				185				630				886
Philippines			879				1,199				2,743				3,487
Australia			182				517				498				680
Other			6				4				72				178
		$	4,402			$	5,439			$	14,039			$	16,460

 

For the three-month and nine-month periods ended September 30, 2014 and 2013, in the gaming operations segment, the largest customer represented 71% and 71% and 69% and 74%, respectively, of total gaming operations revenue. For the three-month and nine-month periods ended September 30, 2014 and 2013, in the gaming products segment, the largest customer represented 42% and 37% and 19% and 22%, respectively, of total gaming products sales.

 

 

Note 3.

Inventories

 

Inventories consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Raw materials (1)		$	1,568			$	809
Work-in-process (1)			1,353				342
Finished goods (1)			1,702				367
Spare parts and supplies			127				145
		$	4,750			$	1,663

  

(1)

Raw materials, work-in-process and finished goods increased from December 31, 2013 to September 30, 2014 in preparation for gaming chip and plaque orders expected to be delivered in the three-month period ended December 31, 2014.

 

Note 4.

Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Prepayments to suppliers		$	407			$	400
Prepaid rights offering costs			564				—
Prepaid leases			12				43
		$	983			$	443

 

Note 5.

Receivables

 

Accounts and other receivables consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Trade accounts		$	761			$	922
Other			136				453
			897				1,375
Less: allowance for doubtful accounts			—				—
Net		$	897			$	1,375

 

The decrease in other receivables was mainly due to the release of a bank guarantee relating to Dolphin Australia in the nine-month period ended September 30, 2014.

 

Note 6.

Gaming Equipment

 

Gaming equipment is stated at cost. The major categories of gaming equipment and accumulated depreciation consisted of the following:

 

		Useful Life
(amounts in thousands)		(years)		September 30, 2014				December 31, 2013
				(Unaudited)
EGMs		3-5		$	17,650			$	17,587
Systems		5			1,431				1,417
Other gaming equipment		3-5			—				42
					19,081				19,046
Less: accumulated depreciation					(12,887	)			(10,875	)
				$	6,194			$	8,171

 

 

Depreciation expense of gaming equipment of approximately $739,000 and $923,000 and $2.2 million and $2.9 million was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Note 7.

Property and Equipment

 

Property and equipment are stated at cost and consisted of the following:

 

		Useful Life
(amounts in thousands)		(years)		September 30, 2014				December 31, 2013
				(Unaudited)
Equipment, vehicles, furniture and fixtures		3-10		$	6,507			$	4,109
Land and building		5			2,928				2,949
Leasehold improvements		1-5			1,230				1,029
Construction in progress		N/A			647				996
System development cost		N/A			—				116
					11,312				9,199
Less: accumulated depreciation					(2,431	)			(1,342	)
				$	8,881			$	7,857

 

Depreciation expense of property and equipment of approximately $153,000 and $141,000 and $450,000 and $315,000 was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Depreciation expense of property and equipment of approximately $224,000 and $100,000 and $545,000 and $208,000 was included in cost of gaming products in the consolidated statement of comprehensive income for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Note 8.

Goodwill and Intangible Assets, including Casino Contracts

 

Intangible assets are stated at cost and consisted of the following:

 

		Useful Life
(amounts in thousands)		(years)		September 30, 2014				December 31, 2013
				(Unaudited)
Gaming operation agreement		4-5		$	1,172			$	1,178
Less: accumulated amortization					(755	)			(567	)
					417				611
Goodwill		N/A			349				353
Patents		5-6			114				114
Less: accumulated amortization					(78	)			(62	)
					36				52
Trademarks		5-9			26				26
Less: accumulated amortization					(12	)			(10	)
					14				16
Technical know-how		10			261				261
Less: accumulated amortization					(61	)			(41	)
					200				220
Casino contracts		5-6			12,737				12,764
Less: accumulated amortization					(9,150	)			(7,335	)
					3,587				5,429
				$	4,603			$	6,681

 

 

Amortization expense for finite-lived intangible assets was approximately $688,000 and $688,000 and $2.1 million and $2.1 million for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively.

 

Goodwill movements during the periods consisted of the following:

 

(amounts in thousands)		2014				2013
		(Unaudited)
Balance as of January 1		$	353			$	380
Foreign currency translation adjustment			(4	)			(27	)
Balance as of September 30/December 31		$	349			$	353

 

Note 9.

Prepaids, Deposits and Other Assets

 

Prepaids, deposits and other assets consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Prepaid taxes		$	1,021			$	927
Prepaid leases			214				222
Prepayments to suppliers			313				279
Deposits on EGM and system orders			105				16
Rentals, utilities and other deposits			327				353
		$	1,980			$	1,797

 

As of September 30, 2014, prepaid leases consisted of land lease prepayments of approximately $214,000 for a potential gaming development project located in the Kampot Province of Cambodia.

 

Note 10.

Accrued Expenses

 

Accrued expenses consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Payroll and related costs		$	298			$	601
Professional fees			408				312
Withholding tax expenses			555				551
Other tax expenses (1)			—				482
Others			249				420
		$	1,510			$	2,366

  

(1)

Other tax expenses as of December 31, 2013 represented an accrued tax liability related to the Philippines operations resulting from the finalization of the Philippines income tax return for the 2010 year.  The accrual was reversed in the three-month period ended June 30, 2014.

 

Note 11.

Other Liabilities

 

Other liabilities consisted of the following:

 

(amounts in thousands)		September 30, 2014				December 31, 2013
		(Unaudited)
Tax liabilities		$	704			$	659
Others			27				83
		$	731			$	742

 

 

Note 12.

Stock-Based Compensation

 

Options

 

The Company established a 2008 Stock Incentive Plan (the “2008 Plan”) effective as of January 1, 2009, which replaced two previous plans, the Amended and Restated 1999 Stock Option Plan and the Amended and Restated 1999 Directors’ Stock Option Plan (the “Previous Stock Option Plans”), thereby terminating both of the Stock Option Plans as of December 31, 2008; however, options granted under the Previous Stock Option Plans that were outstanding as of the date of termination remain outstanding and subject to termination according to their terms.

 

The 2008 Plan allows for incentive awards to eligible recipients consisting of: 

·

Options to purchase shares of common stock that qualify as incentive stock options within the meaning of the Internal Revenue Code;

·

Non-statutory stock options that do not qualify as incentive options;

·

Restricted stock awards; and

 

·

Performance stock awards which are subject to future achievement of performance criteria or free of any performance or vesting.

 

The Company has reserved for issuance under the 2008 Plan 3,750,000 shares of its common stock. The exercise price shall not be less than 100% of the fair market value of one share of common stock on the date of grant, unless the participant owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company, in which case the exercise price shall then be 110% of the fair market value. The outstanding stock options generally vest from six-months and one-day to over three years and have ten-year contractual terms.

 

During the nine-month period ended September 30, 2014, stock options for the purchase of 225,000 shares of common stock were granted with a weighted average exercise price of $1.21 and weighted average fair value of $0.67 (2013: $1.18) per share and will vest from six-month and one day to three-year periods. During the nine-month period ended September 30, 2014, 95,000 shares of restricted stock awards with a weighted average fair value of $1.21 per share were issued. The shares of restricted stock shall vest, subject to and upon the recipient’s achievement of key operational and financial performance milestones or according to the vesting period. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Cumulative catch-up adjustments are required in the event of any changes in the assessment of probabilities.

 

During the nine-month period ended September 30, 2014, there were no exercises of outstanding stock options.

 

As of September 30, 2014, stock options for the purchase of 938,114 shares of common stock were outstanding in relation to the previous stock option plans.

 

As of September 30, 2014, stock options for the purchase of 2,347,372 shares of common stock were outstanding under the 2008 Plan.

 

As of September 30, 2014, an aggregate of 3,057,153 stock options granted under all plans were exercisable with a weighted average exercise price of $2.00, a weighted average fair value of $0.87 and an aggregate intrinsic value of approximately $78,000. The total fair value of shares vested during the nine-month period ended September 30, 2014 was approximately $412,000. As of September 30, 2014, an aggregate of 228,333 options granted under all plans were subject to vesting with a total compensation cost of approximately $112,000. The amount is expected to be recognized over 1.6 years.

 

A summary of all current and expired plans as of September 30, 2014 and changes during the period then ended are presented in the following table:

 

Options

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2013			3,291,738			$	2.11				6.13			$	738
Granted			225,000				1.21				—				—
Exercised			—				—				—				—
Forfeited or expired			(231,252	)			3.14				—				—
Outstanding as of September 30, 2014			3,285,486				1.98				5.54				78
Exercisable as of September 30, 2014			3,057,153			$	2.00				5.31			$	78

 

 

Restricted Stock

 

		Number of shares				Weighted Average Fair Value at Grant Date				Weighted Average Remaining Contractual Life (in years)
Unvested balance as of December 31, 2013			—			$	—				—
Granted			95,000				1.21				—
Vested (1)			(52,500	)			1.21				—
Unvested balance as of September 30, 2014			42,500				1.21				1.27

  

(1)

Vested shares included 37,500 shares of restricted common stock issued in 2014 for which final vesting is subject to the approval of Company’s compensation committee.

 

Recognition and Measurement

 

The fair value of each stock-based award to employees and non-employee directors is estimated on the measurement date which generally is the grant date while awards to non-employees and restricted common stock with performance criteria are measured at the earlier of the performance commitment date or the service completion date using the Black-Scholes-Merton option-pricing model. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimates. The Company estimates the expected life of the award by taking into consideration the vesting period, contractual term, historical exercise data, expected volatility, blackout periods and other relevant factors. Volatility is estimated by evaluating the Company’s historical volatility data. The risk-free interest rate on the measurement date is based on U.S. Treasury constant maturity rates for a period approximating the expected life of the award. The Company historically has not paid dividends, nor does it expect to pay dividends in the foreseeable future and, therefore, the expected dividend rate is zero.

 

The following table summarizes the range of assumptions utilized in the Black-Scholes-Merton option-pricing model for the valuation of stock options granted during the nine-month periods ended September 30, 2014 and 2013.

 

		Nine-Month Periods Ended September 30,
		2014								2013
Range of values:		Low				High				Low				High
Expected volatility			73.03	%			76.27	%			73.41	%			76.49	%
Expected dividends			—				—				—				—
Expected term (in years)			3.73				9.11				3.73				9.70	%
Risk free rate			1.16	%			2.52	%			0.55	%			2.67	%

 

For stock-based compensation accrued to employees and non-employee directors, the Company recognizes stock-based compensation expense for all service-based awards with graded vesting schedules on the straight-line basis over the requisite service period for the entire award. Initial accruals of compensation expense are based on the estimated number of shares for which requisite service is expected to be rendered. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change.

 

For non-employee awards, the Company remeasures compensation cost each period until the service condition is complete and recognizes compensation cost on the straight-line basis over the requisite service period.

 

The Company estimates forfeitures and recognizes compensation cost only for those awards expected to vest assuming all awards would vest and reverse recognized compensation cost for forfeited awards when the awards are actually forfeited.

 

For awards with service conditions and graded vesting that were granted prior to the adoption of ASC 718, the Company estimates the requisite service period and the number of shares expected to vest, and recognizes compensation expense for each tranche on the straight-line basis over the estimated requisite service period.

 

Note 13.

Related Party Transactions

 

Effective January 1, 2010, the Company began sub-leasing office space from Melco Services Limited, a wholly-owned subsidiary of Melco International Development Limited, which is also the parent of the Company’s principal shareholder, EGT Entertainment Holding Limited. This sub-lease expired at the end of March 2013 and the Company moved its principal executive office to the premises of the new Hong Kong Dolphin facilities in April 2013.

 

 

Significant revenues, purchases and expenses arising from transactions with related parties consisted of the following:

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Melco Crown (Macau) Limited
Sales of gaming products		$	—			$	185			$	135			$	815
MCE Leisure (Philippines) Corporation
Sales of gaming products		$	63			$	—			$	161			$	—
Melco Crown Entertainment Limited
Sales of gaming products		$	115			$	—			$	115			$	—
Melco Services Limited
Technical services		$	1			$	1			$	2			$	10
Office rental			1				2				2				51
Golden Future (Management Services) Ltd
Management services		$	60			$	59			$	209			$	80

Melco Services Limited is a wholly-owned subsidiary of Melco International Development Limited, which owns 38.0% of Entertainment Gaming Asia Inc.

 

Melco International Development Limited owns 33.6% of Melco Crown Entertainment Limited, which owns 90.0% of Melco Crown (Macau) Limited.

 

Melco Crown Entertainment Limited owns 68.8% of Melco Crown (Philippines) Resorts Corporation, which owns 100% of MCE Leisure (Philippines) Corporation.

 

Golden Future (Management Services) Limited is a wholly-owned subsidiary of Melco Crown (Macau) Limited.

 

Note 14.

Income Taxes

 

The Company recorded income tax (expenses)/benefit of $(15,000) and $11,000 and $(45,000) and $(38,000) for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. The Company’s effective income tax rates were 6.0% and 11.4% and 5.2% and (19.8)% for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively. EGT Cambodia entity and Dreamworld Casino (Pailin) are income tax exempt and only pay a fixed monthly tax rather than a tax on income.

 

The fixed obligation tax arrangement is subject to annual renewal and negotiation and the Company renewed the fixed obligation tax arrangement for both EGT Cambodia and Dreamworld Casino (Pailin) for 2014.

 

The Company has been subjected to income tax examinations by tax authorities in jurisdictions in which it operates. During the years ended December 31, 2011 and 2012, the United States Internal Revenue Service (the “IRS”) conducted an audit of the Company’s 2008 and 2009 tax returns in the United States. On January 23, 2013, the IRS formally notified the Company that it had completed the review of the examination of the above-mentioned years with no changes to the Company’s tax position.

 

The Company's 2009 to 2013 Australian income tax returns remain open to examination by the Australian Taxation Office. The Company's 2010 to 2013 Cambodian income tax returns remain open to examination by the General Department of Taxation. The Company's 2011 to 2013 Philippines income tax returns remain open to examination by the Philippines Bureau of Internal Revenue. The Company's 2007 to 2013 Hong Kong income tax returns remain open to examination by the Hong Kong Inland Revenue Department.

 

 

Note 15.

Discontinued Operations

 

From July 2006 until March 2013, the Company’s operations included the development, manufacture and sale of gaming chips and plaques from its subsidiary, Dolphin Australia. It also conducted the development, manufacture and sale of non-gaming plastic products for a number of industries, including the automotive industry, from the Melbourne facility.

 

On February 22, 2013, the Company entered into a Share Sale Agreement with the then general manager of the Dolphin Australia operations, pursuant to which it agreed to sell him the portion of its business dedicated to the non-gaming plastic products, mainly automotive parts. The sale was completed on March 28, 2013. In connection with the sale of non-gaming operations, the Company relocated its gaming products operations, which included gaming chips and plaques, from Melbourne, Australia to Hong Kong. Commercial production in the new facility commenced in May 2013.

 

Prior to the completion of the sale, the Company transferred out of Dolphin Australia to Dolphin Hong Kong, both of which are subsidiaries wholly-owned by the Company, all inventory on hand and all assets and operations relating to the Company’s gaming chips and plaques operations, including all trademarks, patent rights and other intellectual property.

 

The purchase price received pursuant to the Share Sale Agreement was 350,000 Australian dollars (AUD). The Company also agreed to assume Dolphin Australia’s liabilities for (i) severance under Australian labor laws for those employees to be terminated by Dolphin Australia as part of the transactions, approximately $750,000, (ii) the lease for the Melbourne facility through the end of its present term expiring in January 2014, net of sub-lease income, approximately $350,000, and (iii) all Dolphin Australia payables, net of receivables, relating to both gaming and non-gaming operations up to March 28, 2013.

 

The buyer owed the Company $1.1 million for the settlement of working capital related to the sale of the non-gaming Dolphin assets. As of December 31, 2013, the outstanding balance had been fully settled.

 

As part of the sale transaction, the Company also agreed to grant Dolphin Australia a non-transferable, substantially royalty-free license to utilize certain trademarks and patent rights in connection with Dolphin Australia’s manufacture and sale of plastic products for the non-gaming industries.

 

From May 2012 until June 2014, the Company owned and operated a casino in the Pailin Province of Cambodia (“Dreamworld Casino (Pailin)”). Dreamworld Casino (Pailin) was constructed on land leased from a local land owner and, in consideration, the land owner was entitled to receive a monthly rental fee in the amount of $5,000 and 20% of the profit before depreciation (the total gross revenue of the casino less any payouts paid to customers, operating expenses, and gaming and non-gaming taxes on the casino’s revenue). The initial lease term was 20 years, commencing in September 2011, and was subject to renewal by the parties in writing.

 

On June 1, 2014, the Company ceased operations of Dreamworld Casino (Pailin). On June 20, 2014, the Company entered into an agreement to sell 100% of the issued capital shares of Dreamworld Leisure (Pailin) Limited (“DWP”), a wholly-owned Cambodian subsidiary of the Company established for the purposes of owning and operating Dreamworld Casino (Pailin), to a local Cambodian individual. In connection with the sale of the issued capital shares of DWP, on June 20, 2014 the Company and its partner in the operations entered into an agreement to terminate the undertaking agreement and lease agreements with the partner and all future obligations thereunder including future lease payments owed by the Company.

 

The sale includes all assets of DWP with the exception of all electronic gaming machines, certain surveillance equipment and other assets excluded in the agreement and prohibits any use of the Dreamworld brand name by the buyer. Total consideration paid to the Company by the buyer will be $500,000, of which $100,000 was paid at the time of entering the agreement and the balance is to be paid in sixteen $25,000 monthly installments commencing within one month of the signed agreement. The parties completed the share transfer in October 2014. The Company will recognize the gain on the disposal of the entity in the three-month period ended December 31, 2014.

 

In compliance with the annual valuation review of the Dreamworld Casino (Pailin) facility and gaming assets under U.S. Generally Accepted Accounting Principles (GAAP), the Company had recorded an impairment charge of approximately $2.5 million as of December 31, 2013 related to these operations. The impairment charge represented the entire capital expenditure incurred by the Company for the property as of December 31, 2013, with the exception of those assets that the Company believed could be redeployed to other existing properties.

 

 

The following table details the significant components of revenues and loss from discontinued operations, net of income taxes.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Revenues from casino operations		$	—			$	432			$	228			$	2,433
Revenues from non-gaming products			—				—				—				2,043
Total revenues from discontinued operations		$	—				432			$	228				4,476
Pre-tax loss from casino operations		$	—			$	(411	)		$	(414	)		$	(1,176	)
Pre-tax income/(loss) from non-gaming products			—				—				—				(2,108	)
Benefit for income taxes related to discontinued operations			—				—				—				28
Loss from discontinued operations, net of tax		$	—			$	(411	)		$	(414	)		$	(3,256	)

 

The following table details selected financial information for the discontinued operations in the consolidated statements of comprehensive income.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Loss from operations		$	—			$	(390	)		$	(416	)		$	(950	)
Loss on disposal			—				—				(5	)			(2,442	)
Other (1)			—				(21	)			7				108
Income tax benefit (2)			—				—				—				28
Loss from discontinued operations, net of tax		$	—			$	(411	)		$	(414	)		$	(3,256	)

  

(1)	Other represented foreign currency exchange differentials from Dreamworld Casino (Pailin) discontinued operations and recognized government grant income from Dolphin Australia discontinued operations.
(2)	Income tax benefit represented a reversal of previously recognized uncertain tax benefits from Dolphin Australia discontinued operations.

 

Note 16.

Commitments and Contingencies

 

Legal Matters

 

Prime Mover/Strata Litigation

 

On March 26, 2010, a complaint (as subsequently amended on May 28, 2010 and December 20, 2011) (the “Complaint”) was filed by certain of the Company's shareholders including Prime Mover Capital Partners L.P., Strata Fund L.P., Strata Fund Q.P. L.P., and Strata Offshore Fund, Ltd (collectively, the “Plaintiffs”) in the United States District Court for the Southern District of New York against certain defendants including the Company and certain other of current and former directors and officers. The case number is 12-4393.

 

On December 18, 2013, the Second Circuit affirmed by Summary Order the District Court’s September 28, 2012 judgment granting the dismissal of the Plaintiffs’ Complaint. Since the Plaintiffs did not request a rehearing of the Summary Order in the permitted time, the civil action was concluded with all claims dismissed against all parties.

 

Note 17.

(Loss)/Earnings  Per Share

 

Computation of the basic and diluted earnings/(loss) per share from continuing operations consisted of the following:

 

		Three-Month Periods Ended September 30,
		2014												2013
(amounts in thousands, except per share data)		Loss				Number of Shares				Per Share Amount				Income				Number of Shares				Per Share Amount
Basic
Net (loss)/income attributable to equity shareholders		$	(261	)			30,022			$	(0.01	)		$	102				29,975			$	—
Effect of dilutive securities
Dilutive stock options/restricted shares							—												533
Diluted
Net (loss)/income attributable to equity shareholders plus assumed conversion		$	(261	)			30,022			$	(0.01	)		$	102				30,508			$	—

 

 

		Nine-Month Periods Ended September 30,
		2014												2013
(amounts in thousands, except per share data)		Loss				Number of Shares				Per Share Amount				Income				Number of Shares				Per Share Amount
Basic
Net (loss)/income attributable to equity shareholders		$	(899	)			30,018			$	(0.03	)		$	154				29,975			$	0.01
Effect of dilutive securities
Dilutive stock options/restricted shares (1)							—												577
Diluted
Net (loss)/income attributable to equity shareholders plus assumed conversion		$	(899	)			30,018			$	(0.03	)		$	154				30,552			$	0.01

 

(1)

There was no difference in diluted loss per share from basic loss per share as the assumed exercise of common stock equivalents would have an anti-dilutive effect due to losses for the three-month and nine-month periods ended September 30, 2014.

 

For the three-month periods ended September 30, 2014 and 2013, outstanding stock options of 3,235,486 and 2,425,072 shares of common stock were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive. For the nine-month periods ended September 30, 2014 and 2013, outstanding stock options of 3,022,986 and 2,425,072 shares of common stock were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

 

Note 18.

Accumulated Other Comprehensive Income

 

The accumulated balances in respect of other comprehensive income consisted of the following:

 

(amounts in thousands)		Unrealized Actuarial Income				Foreign Currency Translation				Accumulated Other Comprehensive Income
Balances, January 1, 2013		$	62			$	867			$	929
Current period other comprehensive income/(loss)			37				(224	)			(187	)
Balances, December 31, 2013			99				643				742
Current period other comprehensive income			—				(35	)			(35	)
Balances, September 30, 2014		$	99				608				707

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

CAUTIONARY STATEMENT

 

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission, or SEC, including our annual report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 and subsequent reports on Form 8-K, which discuss our business in greater detail.

 

In this report we make, and from time to time we otherwise make, written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations made by officers or other representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions with management and other of our representatives. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

 

Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.

 

There are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all important factors, are included in this Management's Discussion and Analysis of Financial Condition and Results of Operations and in the section “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014.

 

We own or have rights to certain trademarks that we used in connection with our business or products, including, but not limited to, Dolphin™. Other than this trademark, this report also makes reference to trademarks and trade names of other companies.

 

Overview

 

This discussion is intended to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes as of and for the three-month and nine-month periods ended September 30, 2014 and 2013 included elsewhere in this report.

 

We are a gaming company focused on capitalizing on the growth opportunities in emerging gaming markets of Asia. We generate revenue in two principal ways: gaming operations and gaming product sales. Our gaming operations comprise slot participation operations in Cambodia and the Philippines through contracts with venue owners or the development and operations of our own venues under our Dreamworld brand. Our gaming products comprise the manufacture and sale of gaming chips and plaques under our Dolphin brand and the distribution of gaming products in select markets for third-party suppliers.

   

Our consolidated revenue for the three-month and nine-month periods ended September 30, 2014 was approximately $4.4 million and $14.0 million, of which revenue from the gaming operations and gaming products segments comprised 90% and 10% and 87% and 13%, respectively. This compares to consolidated revenue of approximately $5.4 million and $16.5 million for the three-month and nine-month periods ended September 30, 2013, of which revenue from the gaming operations and gaming products segments comprised 80% and 20% and 84% and 16%, respectively.

 

We have developed our business model with the goal of creating growth potential and the ability to generate quality recurring cash flow. We believe that this model combined with our established presence and relationships in our markets provide us the potential to capitalize on the growth opportunities in our target markets in Asia. We seek to improve revenue by making our gaming properties quality leaders in their markets by providing our customers with their favorite games, superior customer service and attractive and comfortable surroundings. We seek to increase and expand our diversified revenue streams through our gaming products division. We seek to improve margins by focusing on operational efficiencies and cost controls. Our long-term strategy includes responsible investment in improving and maintaining our existing operations and selectively securing new projects that will serve to enhance our presence and build deeper brand equity for the Dreamworld name in our markets and drive long-term growth for the Company. We intend to implement these strategies in ways that we believe will benefit our shareholders.

 

Gaming Operations

 

Our gaming operations involve the leasing of EGMs on a revenue sharing basis to gaming establishments. We utilize our operational experience, established market presence and key relationships to identify and develop new gaming venues, acquire EGMs, casino management systems and other gaming peripherals directly from manufacturers, dealers and suppliers and install the same in our contracted venues. In addition, we assist the venue owners in brand-building and marketing promotions.

 

 

For certain of our contracts, such as with NagaWorld Resorts, Sokha Hotels and Resorts (“Sokha”) and Dreamworld Club (Poipet) in Cambodia, we also function as a manager of the EGM operations. In these venues, we either jointly manage with the relevant casino owner, as is the case with NagaWorld Resorts and Sokha, or exclusively manage, as is the case with Dreamworld Club (Poipet), the slot floor operations and design marketing programs and slot promotions for our designated gaming spaces. We also hire, train and manage the floor staff and set high expectations on the level of customer service.

 

Total company-wide EGM placements can fluctuate due to our strategic efforts to optimize average daily net wins. In the event that the EGM performance at a contracted venue does not meet our original expectations, and to the extent permitted under the terms of the relevant contracts, we may discuss with the venue owner withdrawing all or a portion of our EGMs from such venue for future redeployment in new or existing venues with better performance prospects.

 

As of September 30, 2014, our gaming operations were located in two countries, Cambodia and the Philippines, and totaled 1,563 EGM seats in operation in six venues. In Cambodia, we had a total of 1,007 EGM seats in operation in three venues. In the Philippines, we had a total of 556 EGM seats in operation in three venues.

 

In Cambodia, our gaming operations largely focus on operating a substantial portion of the gaming machine area in prime casino floor locations at NagaWorld, a wholly-owned subsidiary of Hong Kong listed NagaCorp Ltd. (HKSE: 3918). NagaWorld is a premier luxury destination gaming resort and the only licensed full service casino in a designated area around the capital city of Phnom Penh. In December 2008, we established a relationship with NagaCorp to place EGMs on a revenue sharing or participation basis at NagaWorld and jointly operate those EGMs with them. Due to our successful performance, we subsequently amended our contract and expanded our relationship with NagaWorld to 670 EGM seats under contract. Our slot operations in NagaWorld are a primary contributor to our slot revenue and cash flow.

 

Our current operations in NagaWorld are governed under the Machines Operation and Participation Consolidation Agreement dated December 31, 2009, which was subsequently amended on May 25, 2010. Under the terms of these agreements, we and NagaWorld control the operation of a total of 670 of our EGMs, including floor staff and respective audit rights. We and NagaWorld split the win per unit per day from all the 670 EGMs and certain operating costs related to marketing and floor staff on a respective basis of 25%/75%. Win per unit per day from all the 670 EGMs are settled and our share is distributed daily to us. The contract term is six years commencing from March 1, 2010.

 

Our gaming operations in Cambodia also include Thansur Bokor Highland Resort, a casino resort developed by leading Cambodian hotelier, Sokha, in a tourist area of the Kampot Province. The resort officially opened in May 2012 but portions of the initial phase of the property including the entertainment complex were not completed until early 2013. To-date, we have placed approximately 170 EGMs in this venue. Under the terms of the agreement, we have the ability to place up to 250 EGM seats and jointly manage these slot operations in the resort. We and Sokha split the gross win and certain operating expenses for the placed EGMs on a respective basis of 27%/73%. The contract duration is five years commencing from May 2012. This project expanded our gaming operations in the Indo-China region with a prominent partner who has multiple hotel and resort properties in Cambodia.

 

Our most recent project in Cambodia is Dreamworld Club (Poipet). Unlike our other slot operations, we solely developed and operate this property. Dreamworld Club (Poipet) is a standalone slot hall with approximately 290 EGM seats. It is prominently located in the established gaming market of Poipet in the Banteay Meanchey Province of Northwestern Cambodia near the Thailand border. Dreamworld Club (Poipet) soft opened in March 2013 and the official grand opening was held in May 2013.

 

Dreamworld Club (Poipet) operates under a machine operation and participation agreement with a local partner that owns and operates an existing casino in Poipet. Under the terms of the agreement, the local partner allocated part of its land with an area of approximately 16,000 square feet to us to develop and construct, at our own design, budget and cost, the slot venue. We and the local partner split the win per unit per day from all the EGMs placed by us at Dreamworld Club (Poipet) and certain operating costs related to marketing and floor staff on a respective basis of 40%/60%. The initial project term is five years beginning from the commercial launch of the slot hall in 2013 with an option to renew for an additional five years subject to the achievement of certain financial milestones during the initial five-year period.

 

Total capital expenditures for Dreamworld Club (Poipet), which principally included the development and construction of the facility and gaming equipment, were approximately $7.5 million, including approximately $5.0 million to source top-of-the-line EGMs. We are responsible for all capital expenditures for Dreamworld Club (Poipet) and those expenditures have been funded through our internal cash resources.

 

 

In the Philippines, our gaming operations comprise three venues in the greater Manila area. For these three venues, our share of the net win per unit per day ranges from 15% to 35%. The typical initial term for these contracts is five years with renewal options. The strong Philippine economy, the interest of the government to expand gaming in the country and close geographic proximity to major markets in Asia, among other reasons, has led to increased development of major casinos in the market. While this results in increasing competition for our venues in this market, we remain focused on enhancing returns on assets in the Philippines through targeted marketing programs and strategic management of the machine mix.

 

During the reporting periods, we operated one casino property, Dreamworld Casino (Pailin), which opened in May 2012 and closed in June 2014. Dreamworld Casino (Pailin) measured approximately 16,000 square feet and was located in the Pailin Province of Northwestern Cambodia next to the Thailand border.

 

Dreamworld Casino (Pailin) was constructed on land leased from a local land owner and, in consideration, the land owner was entitled to receive monthly a rental fee in the amount of $5,000 and 20% of the profit before depreciation (the total gross revenue of the casino less any payouts paid to customers, operating expenses, and gaming and non-gaming taxes on the casino’s revenue). The initial lease term was 20 years, commencing in September 2011 and was subject to renewal by the parties in writing. Total capital expenditures for Dreamworld Casino (Pailin) were approximately $2.5 million, which was paid solely by us from internal cash resources.

 

The performance of Dreamworld Casino (Pailin) did not meet our expectations primarily due to an insufficient level of natural player traffic and the high costs associated with acquiring a quality player base in this market. After exploring all avenues to improve performance, we determined to seek strategic alternatives for the property. After careful evaluation of all other options, on June 20, 2014 we entered into an agreement to sell 100% of the issued capital shares of Dreamworld Leisure (Pailin) Limited (“DWP”), a wholly-owned Cambodian subsidiary of the Company established for the purposes of owning and operating Dreamworld Casino (Pailin) (“Dreamworld Pailin”), to a local Cambodian individual. In connection with the sale of the issued capital shares of DWP, on June 20, 2014 we and our partner agreed to terminate all agreements between us with respect to Dreamworld Casino (Pailin) and all future obligations thereunder including future lease payments owed by us.

 

The sale includes all assets of DWP with the exception of all electronic gaming machines, certain surveillance equipment and other assets excluded in the agreement and prohibits any use of the Dreamworld brand name by the buyer. Total consideration paid to us by the buyer will be $500,000, of which $100,000 was paid at the time of entering the agreement and the balance is to be paid in sixteen $25,000 monthly installments commencing within one month of the signed agreement. The parties completed the share transfer in October 2014.

 

In compliance with the annual valuation review of the Dreamworld Casino (Pailin) facility and gaming assets under U.S. Generally Accepted Accounting Principles (GAAP), we had previously recorded an impairment charge of approximately $2.5 million as of December 31, 2013 related to these operations.

 

We continue to selectively pursue gaming projects for both slot participation and casino development. For slot operations, we intend to pursue additional opportunities in certain markets in Indo-China and place our EGMs in prime locations on the gaming floors of major casinos and/or hotels in our target markets. For casino development, we intend to pursue projects in Indo-China and other growing gaming markets in Asia that will enable us to expand our market presence and increase brand equity in our Dreamworld name. We intend to pursue projects that are relatively larger in size and investment than our existing Dreamworld projects and in more established markets with a strong level of existing natural player traffic. There is no assurance we will be successful in establishing new projects or that any such projects will be successful.

 

Gaming Products

 

As part of our efforts to complete the restructuring of our legacy operations, on March 28, 2013, we sold the non-gaming manufacturing portion of the operations in a management-led buyout for total consideration of AUD350,000. In connection with the sale, in March 2013, we commenced the relocation of our manufacturing facilities for the gaming products portion of the business, namely gaming chips and plaques, to Hong Kong from Australia. Commercial operation of the Hong Kong facility began in May 2013.

 

We recorded one-time cash costs associated with the above sale and relocation, which included severance and relocation charges, of approximately $1.3 million. These costs were all incurred during the three-month period ended March 31, 2013 and were funded from our available working capital.

 

We believe these actions not only enabled us to exit a non-core, low-margin business but also better position us to secure large new orders in the growing Asian gaming markets as well as provide for increased production capacity and economies of scale and improved R&D capabilities. In addition, it improves our ability to expand our product mix to include other gaming products, which could add incremental revenue streams and further enhance our competitive positioning. We continue to seek and secure distribution business with third-party suppliers for gaming accessories and gaming systems and terminals. However, presently, earnings from this distribution business are immaterial. None of our distribution agreements require purchase commitments from us.

 

 

During the fourth quarter of 2014, we commenced efforts to further enhance our production processes through increased automation and to expand capacity. These efforts are expected to be completed in the first half of 2015 and to cost approximately $1.0 million.

 

Discontinued Operations

 

On June 1, 2014, we ceased operations of Dreamworld Casino (Pailin), a casino we developed, owned and operated in the Pailin Province of Cambodia. On June 20, 2014, we entered into an agreement to sell 100% of the issued capital shares of Dreamworld Leisure (Pailin) Limited, a wholly-owned Cambodian subsidiary established for the purpose of owning and operating the casino. The share transfer was completed in October 2014 and we will recognize the gain on the disposal of the entity in the three-month period ended December 31, 2014.

 

On March 28, 2013, we sold our business dedicated to the manufacture and sale of non-gaming plastic products, mainly automotive parts. Revenues of these non-gaming products and our gaming chips and plaques were previously consolidated under the reporting segment “Other Products.” After the sale, we renamed “Other Products” as “Gaming Products” and this segment now comprises our gaming chips and plaques operations and, beginning in October 2013, the distribution of third-party gaming products to select locations in Indo-China and the Philippines.

 

All related historical revenues and expenses from Dreamworld Casino (Pailin) and the non-gaming plastic products operations have been reclassified as discontinued operations.

 

Results of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2014 and 2013

 

The following is a schedule summarizing operating results on a consolidated basis and separately by each of our two operating segments, gaming operations and gaming products, for the three-month and nine-month periods ended September 30, 2014 and 2013. As described above, all historical revenues and expenses associated with Dreamworld Casino (Pailin) and the non-gaming plastic products operations for the three-month and nine-month periods ended September 30, 2014 and 2013 have been reclassified as discontinued operations.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands, except per share data)		2014				2013				2014				2013
Total:
Revenues		$	4,402			$	5,439			$	14,039			$	16,460
Gross margin		$	1,386			$	1,756			$	3,732			$	5,517
Gross margin percentage			31	%			32	%			27	%			34	%
Adjusted EBITDA from continuing operations (1)		$	1,616			$	2,097			$	4,712			$	6,388
Operating (loss)/income from continuing operations		$	(197	)		$	109			$	(816	)		$	372
Net (loss)/income from continuing operations		$	(261	)		$	102			$	(899	)		$	154
Net loss		$	(261	)		$	(309	)		$	(1,313	)		$	(3,102	)
Basic and diluted (loss)/earnings per share from continuing operations		$	(0.01	)		$	—			$	(0.03	)		$	0.01
Weighted average common shares outstanding
Basic			30,022				29,975				30,018				29,975
Diluted			30,022				30,508				30,018				30,552
Gaming operations:
Revenues		$	3,965			$	4,333			$	12,267			$	13,765
Gross margin		$	1,520			$	1,780			$	4,945			$	5,994
Gross margin percentage			38	%			41	%			40	%			44	%
Gaming products:
Revenues		$	437			$	1,106			$	1,772			$	2,695
Gross margin loss		$	(134	)		$	(24	)		$	(1,213	)		$	(477	)
Gross margin percentage			(31	)%			(2	)%			(68	)%			(18	)%

 

(1)

We define “Adjusted EBITDA" as earnings from continuing operations before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash operating income and expenses. Adjusted EBITDA is presented exclusively as a supplemental disclosure because our management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Our management uses Adjusted EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its operations with those of its competitors. We also present Adjusted EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted EBITDA does not include depreciation or interest expense and, therefore, does not reflect current or future capital expenditures or the cost of capital. We compensate for these limitations by using Adjusted EBITDA as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include operating income, net income, cash flows from operations and cash flow data. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted EBITDA. Our calculation of Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

 

  

A reconciliation of Adjusted EBITDA from continuing operations to the net income/(loss) from continuing operations is provided below.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Net (loss)/income from continuing operations— GAAP		$	(261	)		$	102			$	(899	)		$	154
Interest expense			—				—				2				5
Interest income			—				—				(1	)			(4	)
Income tax expenses/(benefits)			15				(11	)			45				38
Depreciation and amortization			1,858				1,897				5,428				5,641
Stock-based compensation expenses			19				109				160				554
Gain on dispositions			(15	)			—				(23	)			—
Adjusted EBITDA from continuing operations		$	1,616			$	2,097			$	4,712			$	6,388

 

Total revenues decreased approximately $1.0 million to $4.4 million for the three-month period ended September 30, 2014 compared to approximately $5.4 million in the same period of the prior year due to lower gaming operations and gaming products revenue. Revenue from gaming operations decreased primarily as a result of lower average daily net win per unit from NagaWorld, as described in detail below. Revenue from the gaming products division decreased as a result of lower sales deliveries compared to the prior year period primarily as a result of normal quarterly uneven order flow for this business and given production efforts in the three-month period ended September 30, 2014 were largely focused on fulfilling two large gaming chip and plaque orders scheduled to be delivered in the three-month period ended December 31, 2014.

 

 

Gross profit decreased approximately $370,000 to $1.4 million for the three-month period ended September 30, 2014 compared to approximately $1.8 million in the same period of the prior year. The decrease was primarily a result of lower gaming operations revenue from NagaWorld, as explained below. The decrease was also a result of a higher gross margin loss for the gaming products division due to lower sales volumes, certain production inefficiencies and under absorption of fixed costs compared to the prior year period. The decrease was partially offset by a higher gross profit for the Philippines gaming operations primarily due to lower depreciation expense as a result of the increase in fully depreciated gaming assets for the three-month period ended September 30, 2014.

 

Operating loss from continuing operations increased approximately $306,000 to a loss of $197,000 for the three-month period ended September 30, 2014 compared to operating income of approximately $109,000 in the same period of the prior year. The increase in operating loss from continuing operations was primarily a result of a lower gross profit partially offset by lower operating expenses.

 

Net loss from continuing operations increased approximately $363,000 to a net loss of $261,000 for the three-month period ended September 30, 2014 compared to net income of approximately $102,000 in the same period of the prior year. The increase in net loss from continuing operations was primarily a result of a higher operating loss. Net loss decreased approximately $48,000 to $261,000 for the three-month period ended September 30, 2014 compared to approximately $309,000 in the same period of the prior year. There were no earnings/losses from discontinued operations for the three-month period ended September 30, 2014. The net loss for the three-month period ended September 30, 2013 included a net loss from discontinued operations of approximately $411,000.

 

Total revenues decreased approximately $2.4 million to $14.0 million for the nine-month period ended September 30, 2014 compared to approximately $16.4 million in the same period of the prior year due to decreases in both business divisions. Revenue from gaming operations decreased primarily as a result of lower average daily net win per unit from NagaWorld and the Philippines, as described in greater detail below, partially offset by an increase in revenue from Dreamworld Club (Poipet), which operated under a soft opening from March 2013 until its grand opening in May 2013. Revenue from the gaming products division decreased as a result of the reason stated above and lower sales of gaming chips and plaques to existing customers compared to the prior year period.

 

Gross profit decreased approximately $1.8 million to $3.7 million for the nine-month period ended September 30, 2014 compared to approximately $5.5 million in the same period of the prior year. The decrease was a result of lower gaming operations revenue from NagaWorld and a higher gross margin loss for the gaming products division due to lower sales volumes, certain production inefficiencies and under absorption of fixed costs compared to the prior year period. The decrease was partially offset by higher gross profit from the Philippines operations primarily due to lower depreciation expense as a result of the increase in fully depreciated gaming assets for the nine-month period ended September 30, 2014.

 

Operating loss from continuing operations increased approximately $1.2 million to a loss of $816,000 for the nine-month period ended September 30, 2014 compared to operating income from continuing operations of approximately $372,000 in the same period of the prior year. The increase in operating loss from continuing operations was primarily a result of a lower gross profit. The increase was partially offset by lower operating expenses primarily due to a benefit of approximately $448,000 related to the reversal of a previous accrual for a Philippines tax assessment in the nine-month period ended September 30, 2014 and lower stock-based compensation expense partially offset by higher product development expenses.

 

Net loss from continuing operations increased approximately $1.1 million to a loss of $899,000 for the nine-month period ended September 30, 2014 compared to net income from continuing operations of approximately $154,000 in the same period of the prior year. The increase in net loss from continuing operations was primarily a result of a higher operating loss partially offset by a decrease in foreign currency losses primarily due to a comparatively lower increase in the value of U.S. dollar denominated payables for the Philippines operations compared to the same period in the prior year. Net loss decreased approximately $1.8 million to $1.3 million for the nine-month period ended September 30, 2014 compared to approximately $3.1 million in the same period of the prior year. The net loss for the nine-month period ended September 30, 2014 included a net loss from discontinued operations of approximately $414,000 compared to a net loss from discontinued operations of approximately $3.3 million in the prior year period.

 

Gaming Operations

 

Revenues from gaming operations consisted of our slot operations.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands, except per unit data)		2014				2013				2014				2013
Net revenue to the Company
Cambodia operations		$	2,959			$	3,327			$	9,238			$	10,545
Philippines operations			748				787				2,264				2,527
Service revenue (1)			258				219				765				693
Consolidated total		$	3,965			$	4,333			$	12,267			$	13,765
Average daily net win per unit (2)
Cambodia operations		$	114			$	126			$	120			$	150
Philippines operations		$	72			$	73			$	73			$	78
Consolidated total		$	100			$	108			$	104			$	124

 

 

		September 30,
		2014				2013
EGM seats in operation
Cambodia operations (3)			1,007				1,133
Philippines operations			556				565
Consolidated total			1,563				1,698

 

(1)	Service revenue represents reimbursements of certain expenses, which for accounting purposes, are included in the revenue and grossed up in the cost of gaming operations.
(2)	Average daily net win per unit figures exclude EGM seats in operation during venue soft opening periods, if applicable, and apply revenue recognized on a cash basis in the calculation for venues for which revenues are recognized on a cash basis. During the three-month and nine-month periods ended September 30, 2014, no venues operated during a soft opening. During the nine-month period ended September 30, 2013, one venue in Cambodia operated during a soft opening. There were no material differences to average daily net win per unit figures for the above-mentioned period had these seats been included in the WUD calculations.
(3)	The decrease in EGM seats in Cambodia was mainly a result of a temporary shutdown of certain EGMs due to floor renovations by NagaWorld.  These EGMs were back in operation in early October 2014.

 

Revenue from gaming operations decreased approximately $368,000 to $4.0 million for the three-month period ended September 30, 2014 compared to approximately $4.3 million in the same period of the prior year. The decrease was primarily due to lower average daily net win per unit from NagaWorld.

 

Gaming operations revenue for the three-month periods ended September 30, 2014 and 2013 included approximately $258,000 and $219,000, respectively, in service revenue related to the reimbursement of net shared costs from casino operators.

 

Consolidated average daily net win per machine decreased $8 to $100 for the three-month period ended September 30, 2014 compared to $108 in the prior year period due to a decline in the average daily net win per unit at NagaWorld.

 

Revenue from Cambodia decreased approximately $368,000 to $3.0 million for the three-month period ended September 30, 2014 compared to approximately $3.3 million in the prior year period primarily as a result of a decrease in average daily net win per unit from NagaWorld.

 

NagaWorld contributed approximately $2.7 million in revenue for the three-month period ended September 30, 2014, a decrease of approximately $309,000 compared to $3.0 million in the prior year period. The decrease was primarily due to gaming floor renovations, which temporarily reduced our installed base and resulted in lower player traffic, as well as higher jackpot payouts in the three-month period ended September 30, 2014.

 

Cambodia average daily net win per unit decreased $12 to $114 for the three-month period ended September 30, 2014 compared to $126 for the prior year period. The decline was primarily due to lower average daily net win per unit in NagaWorld for the reasons described above.

 

Revenue from the Philippines decreased approximately $39,000 to $748,000 for the three-month period ended September 30, 2014 compared to approximately $787,000 in the prior year period. Philippines average daily net win per machine decreased $1 to $72 for the three-month period ended September 30, 2014 compared to $73 in the prior year period.

 

The Philippines performance was relatively stable as we continue our efforts to improve overall returns for these operations. These efforts include implementing, with the support of our venue owner partners, targeted marketing programs and proactive machine mix management. With increasing competition from the development of major integrated casino resorts in Manila, we are focused on improving player loyalty through marketing programs and providing a wide range of preferred gaming machines and superior services to the local customer bases.

 

 

Gross profit from gaming operations decreased approximately $260,000 to $1.5 million for the three-month period ended September 30, 2014 compared to approximately $1.8 million in the prior year period. The decrease was primarily due to lower revenue from NagaWorld. This was partially offset by higher gross profit for the Philippines due to lower depreciation expense as a result of an increase in fully depreciated gaming assets. Cost of gaming operations for the three-month period ended September 30, 2014 included approximately $892,000 in depreciation of gaming property and equipment, $613,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $877,000 of other operating costs. Cost of gaming operations for the three-month period ended September 30, 2013 included approximately $1.1 million of depreciation of gaming property and equipment, $613,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $813,000 of other operating costs.

 

Revenue from gaming operations decreased approximately $1.5 million to $12.3 million for the nine-month period ended September 30, 2014 compared to approximately $13.8 million in the same period of the prior year. The decrease was primarily due to lower revenue from NagaWorld and the Philippines partially offset by incremental revenue from Dreamworld Club (Poipet).

 

Gaming operations revenue for the nine-month periods ended September 30, 2014 and 2013 included approximately $765,000 and $693,000, respectively, in service revenue related to the reimbursement of net shared costs from casino operators.

 

Consolidated average daily net win per machine decreased $20 to $104 for the nine-month period ended September 30, 2014 compared to $124 in the prior year period due to declines from both the Cambodia and Philippines operations.

 

Revenue from Cambodia decreased approximately $1.3 million to $9.2 million for the nine-month period ended September 30, 2014 compared to approximately $10.5 million in the prior year period primarily as a result of a decrease in average daily net win per unit from NagaWorld. This was partially offset by incremental revenue from Dreamworld Club (Poipet).

 

NagaWorld contributed approximately $8.2 million in revenue for the nine-month period ended September 30, 2014, a decrease of approximately $1.6 million compared to $9.8 million in the prior year period. The decrease was primarily due to lower player traffic as a result of political and labor strikes in Phnom Penh early in the 2014 year, higher jackpot payouts and gaming floor renovations during the three-month period ended September 30, 2014.

 

Cambodia average daily net win per unit decreased $30 to $120 for the nine-month period ended September 30, 2014 compared to $150 for the prior year period. The decline was primarily due to lower average daily net win per unit in NagaWorld for the nine-month period ended September 30, 2014 and the inclusion of Dreamworld Club (Poipet), which has lower average daily net win per unit, in the calculation for the full nine-month period ended September 30, 2014.

 

Revenue from the Philippines decreased approximately $263,000 to $2.3 million for the nine-month period ended September 30, 2014 compared to approximately $2.5 million in the prior year period. Philippines average daily net win per unit decreased $5 to $73 for the nine-month period ended September 30, 2014 compared to $78 in the prior year period. The decreases in revenue and average daily net win per unit were primarily due to lower player traffic resulting from increased competition from a new integrated casino resort in Manila as well as renovation and outside construction activity for one of our venues, which limited player traffic for this venue in the nine-month period ended September 30, 2014.

 

Gross profit from gaming operations decreased approximately $1.1 million to $4.9 million for the nine-month period ended September 30, 2014 compared to approximately $6.0 million in the prior year period primarily due to lower revenue from NagaWorld. This was partially offset by higher gross profit for the Philippines slot operations due to lower depreciation expense as a result of the increase in fully depreciated gaming assets in the nine-month period ended September 30, 2014. Cost of gaming operations for the nine-month period ended September 30, 2014 included approximately $2.7 million in depreciation of gaming property and equipment, $1.8 million of amortization of casino contracts, $189,000 of amortization of other gaming related intangibles and $2.6 million of other operating costs. Cost of gaming operations for the nine-month period ended September 30, 2013 included approximately $3.2 million of depreciation of gaming property and equipment, $1.9 million of amortization of casino contracts, $189,000 of amortization of other gaming related intangibles and $2.5 million of other operating costs.

 

As of September 30, 2014, we had a total of 1,911 EGM seats of which 348 were held in inventory and 1,563 were in operation.  Of the 1,563 EGM seats in operation, 1,007 were in three venues in Cambodia and 556 were in three venues in the Philippines.

  

		September 30, 2014								December 31, 2013
(amounts in thousands, except per unit data)		Units				Carrying Value				Units				Carrying Value
EGMs and systems used in operations (1)(2)			1,563			$	5,312				1,730			$	7,862
EGMs and systems held for future use			348				882				204				309
Total EGMs and systems			1,911			$	6,194				1,934			$	8,171

 

	(1)	EGMs in operation in NagaWorld temporarily declined by 114 seats as of September 30, 2014 due to casino floor renovations, which impacted certain areas of our operations in this property during the three-month period ended September 30, 2014. These EGM seats were back in operation in early October 2014.
	(2)	EGMs and systems used in operations as of December 31, 2013 included 12 EGM seats, which were in operation on a trial basis subject to achieving certain performance objectives prior to acceptance and, therefore, their carrying values were not included.

  

 

As part of our ongoing efforts to maximize returns and minimize capital expenditures for the gaming operations, we seek to strategically manage our existing EGM base through the redeployment of gaming assets between venues, when appropriate.

 

Gaming Products

 

Gaming products revenue, which consisted of gaming chips and plaques sales, decreased approximately $669,000 to $437,000 for the three-month period ended September 30, 2014 compared to approximately $1.1 million in the prior year period. The decrease was mainly a result of lower sales deliveries compared to the prior year period primarily as a result of normal quarterly uneven order flow for this business and given production efforts in the three-month period ended September 30, 2014 were largely focused on fulfilling two large gaming chip and plaque orders scheduled to be delivered in the three-month period ended December 31, 2014.

 

Gross margin loss on gaming products increased approximately $110,000 to approximately $134,000 for the three-month period ended September 30, 2014 compared to approximately $24,000 in the prior year period. The increase in gross margin loss was mainly due to lower sales volumes, certain production inefficiencies related to temporary machine failures and under-absorption of fixed costs compared to the prior year period.

 

Gaming products revenue decreased approximately $923,000 to $1.8 million for the nine-month period ended September 30, 2014 compared to approximately $2.7 million in the same period of the prior year mainly as a result of the reasons as stated above and lower reorders from existing customers in the nine-month period ended September 30, 2014.

 

Gross margin loss on gaming products increased approximately $736,000 to approximately $1.2 million for the nine-month period ended September 30, 2014 compared to approximately $477,000 in the same period of the prior year. The increase in gross margin loss was mainly due to lower sales volumes and the reasons as stated above.

 

Operating Expenses

 

The schedule of expenses on a consolidated basis consisted of the following:

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Selling, general and administrative		$	1,364			$	1,437			$	3,942			$	4,260
Stock-based compensation expenses			19				109				160				554
Gain on dispositions			(15	)			—				(23	)			—
Product development expenses			156				51				311				206
Depreciation and amortization			59				50				158				125
		$	1,583			$	1,647			$	4,548			$	5,145

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased approximately $73,000 to $1.4 million for the three-month period ended September 30, 2014 compared to approximately $1.4 million in the same period of the prior year period. Travel and entertainment, rent, utilities and other office expenses decreased approximately $61,000 primarily due to fewer gaming projects and various cost reduction initiatives. Gaming products sales commission decreased approximately $44,000 in the three-month period ended September 30, 2014 as our distribution agreement with a third-party agent was terminated in mid 2013 and replaced with in-house sales resources. Legal, consulting and accounting expenses decreased approximately $20,000 mainly as a result of lower project activities. The decreases were partially offset by an increase of approximately $46,000 in salaries and wages, advertising and investor relations primarily due to increased sales and marketing activities in relation to the expansion of the gaming products operations. Freight, printing, office and other expenses increased approximately $6,000 primarily due to the increased scale of the gaming products operations.

 

 

Selling, general and administrative expenses decreased approximately $318,000 to $3.9 million for the nine-month period ended September 30, 2014 compared to approximately $4.3 million in the same period of the prior year period. The decreases were a result of the inclusion of start-up costs of approximately $89,000 related to the soft opening of Dreamworld Club (Poipet) in the nine-month period ended September 30, 2013. In addition, travel and entertainment, rent, utilities and other office expenses decreased approximately $161,000 primarily due to fewer gaming projects and various cost reduction initiatives. Other expenses decreased approximately $445,000 primarily as a result of a reversal in the three-month period ended June 30, 2014 of a previous accrued one-time other tax liability related to the Philippines operations. Gaming products sales commissions decreased approximately $153,000 in the nine-month period ended September 30, 2014 as the distribution agreement was terminated in mid 2013 with the replacement of in-house sales resources. The decreases were partially offset by an increase of approximately $356,000 in salaries and wages, advertising and investor relations primarily due to increased sales and marketing activities in relation to the expansion of the gaming products operations. Also, legal, consulting and accounting expenses increased approximately $174,000 mainly as a result of higher project fees during the first half of 2014 compared to the prior year period.

 

Stock-Based Compensation Expenses

 

Stock-based compensation expenses decreased approximately $90,000 to $19,000 for the three-month period ended September 30, 2014 compared to approximately $109,000 in the prior year period primarily due to a decrease in average stock prices during the three-month period ended September 30, 2014 as compared to the prior year period.

 

Stock-based compensation expenses decreased approximately $394,000 to $160,000 for the nine-month period ended September 30, 2014 compared to approximately $554,000 in the same period of the prior year primarily due to fewer new option grants issued and the same reason as stated above.

 

Product Development Expenses

 

Product development expenses increased approximately $105,000 to $156,000 for the three-month period ended September 30, 2014 compared to approximately $51,000 in the prior year period mainly as a result of increased efforts to improve efficiency of certain production processes and to enhance security features for our gaming products business in the three-month period ended September 30, 2014.

 

Product development expenses increased approximately $105,000 to $311,000 for the nine-month period ended September 30, 2014 compared to approximately $206,000 in the same period of the prior year for the same reasons as stated above.

 

Other Income/(Expenses)

 

Other expenses were approximately $49,000 for the three-month period ended September 30, 2014 compared to expenses of approximately $18,000 in the prior year period. The increase in other expenses was primarily due to changes in foreign currencies. Foreign currency losses were approximately $53,000 for the three-month period ended September 30, 2014 compared to approximately $18,000 in the same period of the prior year. The increase in foreign currency losses was primarily due to a greater increase in the value of U.S. dollar denominated payables for the Philippines operations, where the functional currency is the Philippine peso compared to the same period in the prior year.

 

Other expenses were approximately $38,000 for the nine-month period ended September 30, 2014 compared to expenses of approximately $180,000 in the prior year period. The decrease in other expenses was primarily due to changes in foreign currencies. Foreign currency losses were approximately $53,000 for the nine-month period ended September 30, 2014 compared to approximately $189,000 for the same period in the prior year. The decrease in foreign currency losses was primarily due to comparatively lower increase in the value of U.S. dollar denominated payables for the Philippines operations compared to the same period in the prior year. In addition, in the nine-month period ended September 30, 2014, the U.S. dollar had a comparatively lower appreciation relative to the Australian dollar resulting in lower depreciation of receivables, which are denominated in Australian dollars, related to the Dolphin Australia assets that were sold in March 2013.

  

 

Income Tax Provisions

 

Effective tax rates for the three-month and nine-month periods ended September 30, 2014 and 2013 were approximately 6.0% and 11.4% and 5.1% and (19.8)%, respectively. We continue to review the treatment of tax losses and future income generated by our foreign subsidiaries to minimize taxation costs.

 

		Three-Month Periods Ended September 30,								Nine-Month Periods Ended September 30,
(amounts in thousands)		2014				2013				2014				2013
Income tax provisions		$	(15)			$	11			$	(45)			$	(38)

FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of September 30, 2014, we had total cash and cash equivalents of approximately $4.5 million and working capital of approximately $6.9 million. Our cash and working capital during the nine-month period ended September 30, 2014 was positively impacted by the cash received from gaming operations but was negatively impacted by an increase in use of working capital for large gaming products orders and machinery purchases for the gaming products division and purchases of EGMs for the gaming operations.

 

As part of our growth strategy for gaming operations, we expect to purchase EGMs to supplement existing inventory and source future targeted deployment plans. As part of our growth strategy for gaming products, we intend to incur costs related to increasing capacity and enhancing production efficiencies for these operations.

 

We also continue to pursue new gaming projects, however, there is no guarantee we will be successful in securing such new projects.

 

We presently expect that our capital expenditures for the remainder of 2014 will be approximately $500,000, which will be used primarily for facility expansion and equipment purchases for the gaming products business as well as EGMs and systems purchases for the gaming operations business. We presently expect that our capital expenditures for 2015 will be approximately $3.0 to $4.0 million, excluding the costs and expenses of any new projects. This includes approximately $2.0 to $2.5 million for EGMs and systems purchases, upgrades and general maintenance for the gaming operations and approximately 1.0 million to $1.5 million for facility expansion efforts, equipment purchases and general maintenance and working capital for the gaming products facility.

 

We anticipate our available working capital, along with cash expected to be generated from operations, will allow us to meet our capital expenditure needs through 2015, excluding the costs and expenses of any new projects.

 

As noted above, however, we continue to pursue additional gaming projects. While there is no guarantee we will be successful in securing new projects, if we were to secure new projects our capital expenditures through 2015 would increase beyond the capital expenditures currently contemplated. Where possible, we intend to fund our gaming projects from our cash flow from operations and cash on hand. Further, we will seek to structure the development of these projects in phases to better control and pace the related capital expenditures. However, should we commit to large projects, to the concurrent development of multiple gaming projects or a new project requires large upfront payments, we may need to acquire additional capital. We would endeavor to obtain any required additional capital from various financing sources including commercial debt financing and the sale of our debt or equity securities. On October 31, 2014, we commenced a subscription rights offering to our stockholders of record as of September 15, 2014 for purposes of acquiring the additional capital necessary to pursue one or more additional casino or gaming projects. However, there are no commitments or arrangements in place as of the date of this report for receipt of additional capital by way of the rights offering or otherwise and there are no assurances we will be able to acquire additional capital if, and when, needed on commercially reasonable terms or at all.

 

Cash Flows Summary

 

		Nine-Month Periods Ended September 30,
(amount in thousands)		2014				2013
Cash provided by/(used in):
Operations		$	1,775			$	2,911
Investing			(2,563	)			(8,463	)
Financing			—				—
Effect of exchange rate change in cash			(21	)			(173	)
		$	(809	)		$	(5,725	)

 

 

Operations

 

Cash provided by operations was approximately $1.8 million for the nine-month period ended September 30, 2014 compared with approximately $2.9 million in the same period of the prior year period. For the nine-month period ended September 30, 2014, cash provided by operations primarily resulted from operating income from gaming operations. This was partially offset by an increase in the use of funds for working capital, which principally focused on fulfilling two large gaming chip and plaque orders to be delivered in the fourth quarter of 2014, and operating losses incurred by the gaming products division. For the nine-month period ended September 30, 2013, cash provided by operations primarily resulted from operating income from gaming operations partially offset by a general cash reduction of approximately $1.0 million as part of the settlement of payable balances related to the sale of Dolphin non-gaming assets in addition to the one-off costs for Dolphin Hong Kong, including severance, relocation charges and contract termination fees, of approximately $1.3 million associated with the sale of the non-gaming products assets and relocation of the gaming chips and plaques operations from Australia to Hong Kong.

 

Investing

 

Cash used in investing activities was approximately $2.6 million for the nine-month period ended September 30, 2014 compared to approximately $8.5 million in the same period of the prior year period. The decrease in cash used in investing activities was mainly a result of the capital expenditures related to the construction of Dreamworld Club (Poipet) as well as the purchase of a greater amount of EGMs and related systems in the nine-month period of ended September 30, 2013.

 

Financing

 

Cash used in financing activities was $NIL for the nine-month periods ended September 30, 2014 and 2013.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States. Accordingly, we are required to make estimates incorporating judgments and assumptions we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole, as well as information available from other outside sources. Our estimates affect amounts recorded in the financial statements and actual results may differ from initial estimates.

 

We consider the following accounting estimates to be the most critical to fully understanding and evaluating our reported financial results. They require us to make subjective or complex judgments about matters that are inherently uncertain or variable. Senior management has discussed the development, selection and disclosure of the following accounting estimates, particularly those considered most sensitive to changes from external factors, with the audit committee of our board of directors.

 

Allowance for Doubtful Accounts Receivable

 

As of September 30, 2014, we had net accounts receivable of approximately $761,000, representing 2.3% of total assets. We specifically analyze the collectability of each account based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we provide specific allowances for aged account balances. Revenue is recognized on a cash basis for customers with doubtful accounts receivable. Our allowance for doubtful accounts receivable was $NIL as of September 30, 2014 and December 31, 2013.

 

Inventory

 

The determination of obsolete or excess inventory requires us to estimate the future demand for our products within specific time horizons, generally one year or less. If we experience a significant unexpected decrease in demand for our products or a higher occurrence of inventory obsolescence because of changes in technology or customer requirements, we could be required to increase our inventory provisions.

 

Gaming Equipment and Property and Equipment

 

As of September 30, 2014, we had gaming equipment and property and equipment of approximately $15.1 million, representing 45% of our total assets. We depreciate gaming equipment and property and equipment on the straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategies and legal considerations such as contractual life. Future events, such as property expansions, property developments, trends in market demand, new competition, or technology obsolescence, could result in a change in the manner in which we use certain assets and require changes in the estimated useful lives of such assets.

 

 

For assets to be held and used, they are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we first group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the use and eventual disposition of such asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

 

To estimate the undiscounted cash flows of an asset group, we consider potential cash flow scenarios based on management estimates given current conditions. Determining the recoverability of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, growth rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of our asset group.

 

Intangible Assets, including Goodwill and Casino Contracts

 

As of September 30, 2014, we had intangible assets, including goodwill and casino contracts of $4.6 million, representing 13.9% of our total assets.

 

Goodwill is not subject to amortization and is tested for impairment and recoverability annually or more frequently if events or circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of its fair value with its carrying amount. If the carrying amount is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If its carrying amount does not exceed the fair value, no impairment is recognized.

 

Finite-lived intangible assets, including casino contracts are amortized on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as legal considerations such as contractual life. Future events, such as technology obsolescence could result in a change in the manner in which we use the assets and require a change in the estimated useful lives of such assets. Finite-lived intangible assets, including casino contracts are tested for impairment and recoverability when there are indicators of impairment. The impairment test consists of a comparison of its fair value with its carrying amount. If the carrying amount is not recoverable and exceeds its fair value, an impairment will be recognized in an amount equal to that excess. If its carrying amount does not exceed the fair value, no impairment is recognized.

 

As of September 30, 2014, we had casino contracts and gaming operation agreement of $4.0 million, representing 87% of our total intangible assets. The fair value of our casino contracts and gaming operation agreement was estimated using a form of the income approach known as the excess earnings method, excess earnings were discounted to present value at rates commensurate with our capital structure and the prevailing borrowing rates within the industry in general. Determining the fair value of the casino contracts and gaming operation agreement is judgmental in nature and requires the use of significant estimates and assumptions, including revenue, operating expenses, growth rates, discount rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the casino contracts and gaming operation agreement.

 

Stock-Based Compensation

 

We apply ASC 718, Compensation-Stock Compensation, to account for stock-based compensation. Under the fair value recognition provisions of ASC 718, we recognize stock-based compensation expense for all service-based awards to employees and non-employee directors with graded vesting schedules on the straight-line basis over the requisite service period for the entire award. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation costs of a change in the estimated forfeitures is recognized in the period of the change.  For non-employee awards, we remeasure compensation costs each period until the service condition is complete and recognize compensation costs on the straight-line basis over the requisite service period.  Option valuation models require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the fair value estimate. Judgment is required in estimating stock price volatility, forfeiture rates, expected dividends, and expected terms that options remain outstanding. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Initial accruals of compensation expense are based on the estimated number of shares for which requisite service is expected to be rendered.

 

 

Stock-based compensation expense totaled approximately $19,000 and $109,000 and $160,000 and $554,000 for the three-month and nine-month periods ended September 30, 2014 and 2013, respectively, in the accompanying consolidated statements of comprehensive income.

 

Income Taxes

 

We are subject to income taxes in the U.S. (including federal and state) and several foreign jurisdictions in which we operate. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring, and implementation of tax planning strategies.

 

We recorded a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Management will reassess the realization of deferred tax assets based on the applicable accounting standards for income taxes each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent that the financial results of these operations improve and it becomes “more-likely-than-not” that the deferred tax assets are realizable, we will be able to reduce the valuation allowance. For valuation allowance related to deferred tax assets generated prior to Quasi-Reorganization, which was effected on December 31, 2010, reductions in the valuation allowance will be recorded directly in equity.

 

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions for which the tax treatment is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. We recognize interest and penalties, if any, related to unrecognized tax benefits in the provision of income taxes in the statements of comprehensive income.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet financing arrangements.

 

Item 3.   Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable.

 

Item 4.   Controls and Procedures

 

(a)   Evaluation of Disclosure Controls and Procedures.

 

Our management, with the participation of our chief executive officer and chief accounting officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.  Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2014.

 

(b)   Changes in Internal Control Over Financial Reporting.

 

There were no changes in our internal control over financial reporting that occurred during the three-month period ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 6.      Exhibits

 

Exhibit No.		Description		Method of Filing
31.1		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed electronically herewith
31.2		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed electronically herewith
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).		Filed electronically herewith
101.INS		XBRL Instance Document		Filed electronically herewith
101.SCH		XBRL Taxonomy Extension Schema Document		Filed electronically herewith
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document		Filed electronically herewith
101.LAB		XBRL Taxonomy Extension Label Linkbase Document		Filed electronically herewith
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document		Filed electronically herewith
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document		Filed electronically herewith

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ENTERTAINMENT GAMING ASIA INC.
		(Registrant)
Date:	November 14, 2014	By:	/s/ Clarence Chung
			Clarence Chung
		Its:	President and Chief Executive Officer
Date:	November 14, 2014	By:	/s/ Andy Tsui
			Andy Tsui
		Its:	Chief Accounting Officer