Attached files

file filename
EX-32.1 - EX-32.1 - Galaxy Gaming, Inc.glxz-ex321_8.htm
EX-31.2 - EX-31.2 - Galaxy Gaming, Inc.glxz-ex312_7.htm
EX-31.1 - EX-31.1 - Galaxy Gaming, Inc.glxz-ex311_6.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2021

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: 000-30653

 

Galaxy Gaming, Inc.

(Exact name of small business issuer as specified in its charter)

 

 

Nevada

 

20-8143439

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

6480 Cameron Street Ste. 305 – Las Vegas, NV 89118

(Address of principal executive offices)

 

(702) 939-3254

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading symbol

 

Name of exchange on which registered

Common stock

 

GLXZ

 

OTCQB marketplace

 

Indicate by check mark whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No  

Indicate by check mark whether the issuer has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.          

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 22,075,638 common shares as of May 10, 2021.

 



 

 

 

GALAXY GAMING, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2021

TABLE OF CONTENTS

 

 

 

2


 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

Our financial statements included in this Form 10-Q are as follows:

 

 

3


 

GALAXY GAMING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

ASSETS

 

March 31,

2021

 

 

December 31,

2020

 

Current assets:

 

(Unaudited)

 

 

 

 

 

Cash and cash equivalents

 

$

6,081,421

 

 

$

5,993,388

 

Accounts receivable, net of allowance of $199,599 and $145,000, respectively

 

 

3,516,122

 

 

 

2,493,254

 

Inventory

 

 

708,686

 

 

 

668,525

 

Income tax receivable

 

 

1,272,611

 

 

 

1,229,795

 

Prepaid expenses

 

 

892,829

 

 

 

1,167,068

 

Other current assets

 

 

149,716

 

 

 

10,803

 

Total current assets

 

 

12,621,385

 

 

 

11,562,833

 

Property and equipment, net

 

 

125,160

 

 

 

116,724

 

Operating lease right-of-use assets

 

 

1,311,349

 

 

 

1,367,821

 

Assets deployed at client locations, net

 

 

217,379

 

 

 

232,156

 

Goodwill

 

 

1,091,000

 

 

 

1,091,000

 

Other intangible assets, net

 

 

15,487,625

 

 

 

16,086,896

 

Other assets

 

 

261,235

 

 

 

117,164

 

Total assets

 

$

31,115,133

 

 

$

30,574,594

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

451,946

 

 

$

467,792

 

Accrued expenses

 

 

2,162,033

 

 

 

1,333,032

 

Revenue contract liability

 

 

106,250

 

 

 

29,167

 

Current portion of long-term debt

 

 

1,913,355

 

 

 

2,222,392

 

Current portion of operating lease liabilities

 

 

213,531

 

 

 

195,411

 

Total current liabilities

 

 

4,847,115

 

 

 

4,247,794

 

Long-term operating lease liabilities

 

 

1,163,743

 

 

 

1,215,680

 

Long-term liabilities, net

 

 

49,396,992

 

 

 

49,691,184

 

Interest rate swap liability

 

 

16,187

 

 

 

66,009

 

Deferred tax liabilities, net

 

 

150,892

 

 

 

150,892

 

Total liabilities

 

 

55,574,929

 

 

 

55,371,559

 

Commitments and Contingencies (See Note 11)

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Preferred stock, 10,000,000 shares authorized, $0.001 par value;

   0 shares issued and outstanding, respectively

 

 

 

 

 

 

Common stock, 65,000,000 shares authorized; $0.001 par value;

   22,075,638 and 21,970,638 shares issued and outstanding, respectively

 

 

22,076

 

 

 

21,971

 

Additional paid-in capital

 

 

11,126,070

 

 

 

10,798,536

 

Accumulated deficit

 

 

(35,566,426

)

 

 

(35,655,163

)

Accumulated other comprehensive (loss) income

 

 

(41,516

)

 

 

37,691

 

Total stockholders’ deficit

 

 

(24,459,796

)

 

 

(24,796,965

)

Total liabilities and stockholders’ deficit

 

$

31,115,133

 

 

$

30,574,594

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.  

 

4


 

GALAXY GAMING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Revenue:

 

 

 

 

 

 

 

 

Licensing fees

 

$

4,282,901

 

 

$

4,494,318

 

Total revenue

 

$

4,282,901

 

 

$

4,494,318

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of ancillary products and assembled components

 

 

14,304

 

 

 

21,812

 

Selling, general and administrative

 

 

2,711,052

 

 

 

2,992,052

 

Research and development

 

 

118,701

 

 

 

155,653

 

Depreciation and amortization

 

 

717,254

 

 

 

469,805

 

Share-based compensation

 

 

316,640

 

 

 

157,596

 

Total costs and expenses

 

 

3,877,951

 

 

 

3,796,918

 

Income from operations

 

 

404,950

 

 

 

697,400

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

382

 

 

 

21,774

 

Interest expense

 

 

(180,910

)

 

 

(167,671

)

Share redemption consideration

 

 

(195,482

)

 

 

(195,482

)

Foreign currency exchange loss

 

 

(8,975

)

 

 

(127,291

)

Change in estimated fair value of interest rate swap liability

 

 

49,822

 

 

 

(76,163

)

Total other expense

 

 

(335,163

)

 

 

(544,833

)

Income before benefit (provision) for income taxes

 

 

69,787

 

 

 

152,567

 

Benefit (provision) for income taxes

 

 

18,950

 

 

 

(35,962

)

Net income

 

 

88,737

 

 

 

116,605

 

Foreign currency translation adjustment

 

 

(79,207

)

 

 

 

Comprehensive income

 

$

9,530

 

 

$

116,605

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.00

 

 

$

0.01

 

Diluted

 

$

0.00

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

18,838,221

 

 

 

18,022,761

 

Diluted

 

 

20,173,443

 

 

 

19,239,294

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

5


GALAXY GAMING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional Paid-in

 

 

Accumulated

 

 

Other Comprehensive

 

 

Total Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Income (Loss)

 

 

Deficit

 

Beginning balance, December 31, 2020

 

 

21,970,638

 

 

$

21,971

 

 

$

10,798,536

 

 

$

(35,655,163

)

 

$

37,691

 

 

$

(24,796,965

)

Net income

 

 

 

 

 

 

 

 

 

 

 

88,737

 

 

 

 

 

 

88,737

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(79,207

)

 

 

(79,207

)

Stock options exercised

 

 

50,000

 

 

 

50

 

 

 

10,949

 

 

 

 

 

 

 

 

 

10,999

 

Share-based compensation

 

 

55,000

 

 

 

55

 

 

 

316,585

 

 

 

 

 

 

 

 

 

316,640

 

Balance, March 31, 2021

 

 

22,075,638

 

 

$

22,076

 

 

$

11,126,070

 

 

$

(35,566,426

)

 

$

(41,516

)

 

$

(24,459,796

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional Paid-in

 

 

Accumulated

 

 

Other Comprehensive

 

 

Total Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Income (Loss)

 

 

Deficit

 

Beginning balance, December 31, 2019

 

 

18,017,944

 

 

$

18,018

 

 

$

5,795,636

 

 

$

(33,446,276

)

 

$

 

 

$

(27,632,622

)

Net income

 

 

 

 

 

 

 

 

 

 

 

116,605

 

 

 

 

 

 

116,605

 

Stock options exercised

 

 

25,000

 

 

 

25

 

 

 

7,475

 

 

 

 

 

 

 

 

 

7,500

 

Share-based compensation

 

 

63,333

 

 

 

63

 

 

 

157,533

 

 

 

 

 

 

 

 

 

157,596

 

Balance, March 31, 2020

 

 

18,106,277

 

 

$

18,106

 

 

$

5,960,644

 

 

$

(33,329,671

)

 

$

 

 

$

(27,350,921

)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

6


GALAXY GAMING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

88,737

 

 

$

116,605

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

717,254

 

 

 

469,805

 

Amortization of right-of-use assets

 

 

56,472

 

 

 

69,301

 

Amortization of debt issuance costs and debt discount

 

 

12,243

 

 

 

9,159

 

Bad debt expense

 

 

76,160

 

 

 

166,002

 

Change in estimated fair value of interest rate swap liability

 

 

(49,822

)

 

 

76,163

 

Share-based compensation

 

 

316,640

 

 

 

157,596

 

Unrealized foreign exchange (gain) loss

 

 

(3,573

)

 

 

77,557

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,139,395

)

 

 

369,313

 

Inventory

 

 

(70,010

)

 

 

(86,885

)

Income tax receivable/payable

 

 

(42,816

)

 

 

35,962

 

Prepaid expenses and other current assets

 

 

138,788

 

 

 

(197,283

)

Other assets

 

 

(144,072

)

 

 

 

Accounts payable

 

 

(66,044

)

 

 

8,784

 

Accrued expenses

 

 

834,001

 

 

 

(365,512

)

Revenue contract liability

 

 

77,083

 

 

 

4,186

 

Operating lease liabilities

 

 

(33,817

)

 

 

(69,305

)

Net cash provided by operating activities

 

 

767,829

 

 

 

841,448

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Investment in intangible assets

 

 

(49,900

)

 

 

 

Acquisition of property and equipment

 

 

(31,892

)

 

 

(1,448

)

Net cash used in investing activities

 

 

(81,792

)

 

 

(1,448

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from draw on revolving loan

 

 

 

 

 

1,000,000

 

Proceeds from stock option exercises

 

 

10,999

 

 

 

7,500

 

Principal payments on long-term debt

 

 

(568,637

)

 

 

(405,498

)

Net cash (used in) provided by financing activities

 

 

(557,638

)

 

 

602,002

 

Effect of exchange rate changes on cash

 

 

(40,366

)

 

 

(77,557

)

Net increase in cash and cash equivalents

 

 

88,033

 

 

 

1,364,445

 

Cash and cash equivalents – beginning of period

 

 

5,993,388

 

 

 

9,686,698

 

Cash and cash equivalents – end of period

 

$

6,081,421

 

 

$

11,051,143

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

112,487

 

 

$

152,949

 

Cash paid for income taxes

 

$

500

 

 

$

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

 

 

 

Debt modification fee payable

 

$

50,185

 

 

$

 

Inventory transferred to assets deployed at client locations

 

$

29,849

 

 

$

26,056

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

7


GALAXY GAMING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. NATURE OF OPERATIONS

Unless the context indicates otherwise, references to “Galaxy Gaming, Inc.,” “we,” “us,” “our,” or the “Company,” refer to Galaxy Gaming, Inc., a Nevada corporation (“Galaxy Gaming”).

We are an established global gaming company specializing in the design, development, acquisition, assembly, marketing and licensing of proprietary casino table games and associated technology, platforms and systems for the casino gaming industry. Casinos use our proprietary products and services to enhance their gaming operations and improve their profitability, productivity and security, as well as to offer popular cutting-edge gaming entertainment content and technology to their players. We market our products and services to online casinos worldwide and to land-based casino gaming companies in North America, the Caribbean, Central America, the United Kingdom, Europe and Africa as well as to cruise ship companies. We license our products and services for use solely in legalized gaming markets. We also license our content and distribute content from other companies to iGaming operators throughout the world.

 

Share Redemption. On May 6, 2019, we redeemed all 23,271,667 shares of our common stock held by Triangulum Partners, LLC (“Triangulum”), an entity controlled by Robert B. Saucier, Galaxy Gaming's founder, and, prior to the redemption, the holder of a majority of our outstanding common stock. Our Articles of Incorporation (the “Articles”) provide that if certain events occur in relation to a stockholder that is required to undergo a gaming suitability review or similar investigative process, we have the option to purchase all or any part of such stockholder’s shares at a price per share that is equal to the average closing share price over the thirty calendar days preceding the purchase. The average closing share price over the thirty calendar days preceding the redemption was $1.68 per share.

 

The consideration owed to Triangulum for the redemption is $39,096,401 (the “Redemption Consideration Obligation”). See Note 10.

 

There is ongoing litigation between the Company and Triangulum related to the redemption and other matters. See Note 11.

Membership Interest Purchase Agreement. On August 21, 2020, the Company completed the acquisition of 100% of the member interests in Progressive Games Partners LLC (“PGP”). The entirety of the purchase price ($10,414,528) and transaction-related costs ($127,586) were allocated to customer relationships and are included in Other intangible assets, net, on the Company’s balance sheet. The cash portion of the purchase price was $6,425,000, and the balance of the purchase price was satisfied through the issuance of 3,141,361 shares of the Company’s common stock with a value of $1.27 per share on the date of the acquisition. The shares issued are being held in escrow pending the performance of the assets acquired during the twelve months following the acquisition. See Note 7 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” of our Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021 (the “2020 10-K”) for further details. The Company also acquired certain receivables and payables in the net amount of $581,885, which was to be remitted to the sellers of PGP as the receivables and payables were settled. As of March 31, 2021, the remaining balance owed to the sellers was $55,186.

Management determined that, for accounting purposes, the PGP transaction did not meet the definition of a business combination and, therefore, was accounted for as an asset acquisition.

COVID-19. On March 11, 2020, the World Health Organization declared a pandemic related to the COVID-19 outbreak, which led to a global health emergency. The public health impact of the outbreak continues to remain largely unknown and still evolving. The related health crisis could continue to adversely affect the global economy, resulting in continued economic downturn that could impact demand for our products.

On March 17, 2020, the Company announced that it suspended billing to customers who had closed their doors due to the COVID-19 outbreak. As a result, we did not earn revenue for the use of our games by our physical casino customers during the time that they were closed. In general, the online gaming customers who license our games through our distributor remained and continue to remain in operation in spite of the COVID-19 crisis. We earned revenue from them during the crisis and expect to continue to do so, but potentially at levels that may be lower than we previously received.

Given the uncertainties around casino re-openings, we instituted a phased billing approach for our clients through fiscal year 2020, which resulted in us realizing substantially less revenue than we might otherwise expect. In addition, because of COVID-19-related financial pressures on our physical casino customers, there can be no assurance that our accounts receivable will be paid timely for revenues earned prior to the shutdowns. Finally, the Company was notified by some of the land-based casinos that they would be extending their payment terms.

We also rely on third-party suppliers and manufacturers in China, many of whom were shut down or severely cut back production during some portion of 2020. Although this has not had a material effect on our supply chain, any future disruption of our suppliers and their contract manufacturers may impact our sales and operating results going forward.

8


Because of the uncertainties of COVID-19, the Company drew on its Revolving Loan in the amount of $1,000,000 on March 12, 2020. Pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Federal Reserve created the Main Street Priority Loan Program (“MSPLP”) to provide financing for small and medium-sized businesses. On October 26, 2020, the Company borrowed $4,000,000 from Zions Bancorporation N.A., dba Nevada State Bank under this program. See Note 10.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation. The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited interim condensed financial statements contain all necessary adjustments (including all those of a recurring nature and those necessary in order for the financial statements to be not misleading) and all disclosures to present fairly our financial position and the results of our operations and cash flows for the periods presented.  

These unaudited interim condensed financial statements should be read in conjunction with the financial statements and the related notes thereto included in our 2020 10-K.

The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

Basis of accounting. The financial statements have been prepared on the accrual basis of accounting in conformity with U.S. GAAP.

Use of estimates and assumptions. We are required to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole, and information available from other outside sources. Our estimates affect reported amounts for assets, liabilities, revenues, expenses and related disclosures. Actual results may differ from initial estimates.

Consolidation. The financial statements are presented on a consolidated basis and include the results of the Company and its wholly owned subsidiary, PGP. All intercompany transactions and balances have been eliminated in consolidation.

Reclassifications. Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statement presentations.

Cash and cash equivalents. We consider cash on hand and cash in banks as cash. We consider certificates of deposit and other short-term securities with maturities of three months or less when purchased as cash equivalents. Our cash in bank balances are deposited in insured banking institutions, which are insured up to $250,000 per account. To date, we have not experienced uninsured losses, and we believe the risk of future loss is negligible.

Accounts receivable and allowance for doubtful accounts. Accounts receivable are stated at face value less an allowance for doubtful accounts. Accounts receivable are non-interest bearing. The Company reviews the accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The allowance for doubtful accounts is estimated based on specific customer reviews, historical collection trends and current economic and business conditions.

Inventory. Inventory consists of ancillary products such as signs, layouts and bases for the various games and electronic devices and components to support all our electronic enhancements used on casino table games (“Enhanced Table Systems”), and we maintain inventory levels based on historical and industry trends. We regularly assess inventory quantities for excess and obsolescence primarily based on forecasted product demand. Inventory is valued at the lower of net realizable value or cost, which is determined by the average cost method.

Assets deployed at client locations, net. Our Enhanced Table Systems are assembled by us and accounted for as inventory until deployed at our casino clients’ premises (Note 6). Once deployed and placed into service at client locations, the assets are transferred from inventory and reported as assets deployed at client locations. These assets are stated at cost, net of accumulated depreciation. Depreciation on assets deployed at client locations is calculated using the straight-line method over a three-year period.

Property and equipment, net. Property and equipment are being depreciated over their estimated useful lives (three to five years) using the straight-line method of depreciation (Note 5). Property and equipment are analyzed for potential impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds their fair value.

Goodwill. Goodwill (Note 7) is assessed for impairment at least annually or at other times during the year if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting asset is below the carrying amount. If found to be impaired, the carrying amount will be reduced, and an impairment loss will be recognized. The Company performed a qualitative evaluation of goodwill impairment at March 31, 2021 and determined it was not necessary to perform a quantitative assessment As a result, no impairment was recorded in the period ended March 31, 2021.

9


Other intangible assets, net. The following intangible assets have finite lives and are being amortized using the straight-line method over their estimated economic lives as follows:

 

Patents

 

4 - 20 years

Client relationships

 

9 - 22 years

Trademarks

 

30 years

Non-compete agreements

 

9 years

Internally-developed software

 

3 years

 

Other intangible assets (Note 7) are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. No impairment was recorded for the three months ended March 31, 2021.

 

Interest rates swap agreement. The Company has entered into an interest rate swap agreement to reduce the impact of changes in interest rates on its floating rate long-term debt. The interest rate swap agreement matures May 1, 2021. The interest rate swap has not been designated a hedging instrument and is adjusted to fair value through earnings in the Company’s statements of operations.

Fair value of financial instruments. We estimate fair value for financial assets and liabilities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, provides guidance for measuring fair value, requires certain disclosures and discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The estimated fair values of cash equivalents,  accounts receivable and accounts payable approximate their carrying amounts due to their short-term nature. The estimated fair value of our long-term debt approximates its carrying value based upon our expected borrowing rate for debt with similar remaining maturities and comparable risk. As of March 31, 2021, the interest rate swap agreement was the only financial instrument measured at estimated fair value on a recurring basis based on valuation reports provided by counterparties, which are classified as level 2 inputs.

LeasesWe account for lease components (such as rent payments) separately from non-lease components (such as common-area maintenance costs, real estate and sales taxes and insurance costs). Operating and finance leases with terms greater than 12 months are recorded on the balance sheet as right-of-use assets with corresponding lease liabilities. Lease expense is recognized on a straight-line basis using the discount rate implicit in each lease or our incremental borrowing rate at lease commencement date (Note 9).

Revenue recognition. We account for our revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. See Note 3.

Costs of ancillary products and assembled components. Ancillary products include pay tables (display of payouts), bases, layouts, signage and other items as they relate to support of specific proprietary games in connection with the licensing of our games. Assembled components represent the cost of the equipment, devices and incorporated software used to support our Enhanced Table Systems.

Research and development. We incur research and development (“R&D”) costs to develop our new and next-generation products. Our products reach commercial feasibility shortly before the products are released, and therefore R&D costs are expensed as incurred. Employee-related costs associated with product development are included in R&D costs.

Foreign currency translation. The functional currency for PGP is the Euro. Gains and losses from settlement of transactions involving foreign currency amounts are included in other income or expense in the consolidated statements of operations. Gains and losses resulting from translating assets and liabilities from the functional currency to U.S. dollars are included in accumulated other comprehensive income or (loss) in the consolidated statements of changes in stockholders’ deficit.

Net income per share. Basic net income per share is calculated by dividing net income by the weighted-average number of common shares issued and outstanding during the year. Diluted net income per share is similar to basic, except that the weighted-average number of shares outstanding is increased by the potentially dilutive effect of outstanding stock options and restricted stock, if applicable, during the year.

Segmented Information. We define operating segments as components of our enterprise for which separate financial information is reviewed regularly by the chief operating decision-makers to evaluate performance and to make operating decisions. We currently operate our business as one operating segment which generates revenue from the licensing of intellectual property.

10


Share-based compensation. We recognize compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors. The fair value of restricted stock is measured using the grant date trading price of our stock. The fair value of stock option awards (Note 13) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate employee stock option exercise behavior based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options.

Other significant accounting policies. See Note 2 in Item 8 “Financial Statements and Supplementary Financial Information” included in our 2020 10-K.

Recently adopted accounting standards. Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued Accounting Standard Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. ASU 2019-12 is effective for the fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We have adopted the new standard effective January 1, 2021, and its adoption does not have a material impact on our consolidated financial statements.

New accounting standards not yet adopted. Financial Instruments – Credit Losses. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments – Credit Losses (Topic 326). ASU 2020-02 provides updated guidance on how an entity should measure credit losses on financial instruments and delayed the effective date of Topic 326 for smaller reporting companies until fiscal years beginning after December 15, 2022. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our financial statements or related disclosures.

NOTE 3. REVENUE RECOGNITION

 

Revenue recognition. We generate revenue primarily from the licensing of our intellectual property. We recognize revenue under recurring fee license contracts monthly as we satisfy our performance obligation, which consists of granting the customer the right to use our intellectual property. Amounts billed are determined based on flat rates or usage rates stipulated in the customer contract.

 

Disaggregation of revenue

 

The following table disaggregates our revenue by geographic location for the following periods:

 

 

 

Three Months

Ended March 31,

 

 

 

2021

 

 

2020

 

North America and Caribbean

 

$

2,451,896

 

 

$

3,130,465

 

Europe, Middle East and Africa

 

 

1,831,005

 

 

 

1,363,853

 

Total revenue

 

$

4,282,901

 

 

$

4,494,318

 

 

Contract liabilities. Amounts billed and cash received in advance of performance obligations fulfilled are recorded as contract liabilities and recognized as performance obligations are fulfilled.

 

Contract Assets. The Company’s contract assets consist solely of unbilled receivables which are recorded when the Company recognizes revenue in advance of billings. Unbilled receivables totaled $545,928 and $502,860 for the periods ended March 31, 2021 and December 31, 2020 and are included in the accounts receivable balance in the accompanying balance sheets.

 

NOTE 4. INVENTORY

Inventory consisted of the following at: 

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Raw materials and component parts

 

$

369,479

 

 

$

300,244

 

Finished goods

 

 

339,207

 

 

 

368,281

 

Inventory, net

 

$

708,686

 

 

$

668,525

 

 

11


 

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following at: 

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Furniture and fixtures

 

$

312,639

 

 

$

312,639

 

Automotive vehicles

 

 

215,127

 

 

 

215,127

 

Office and computer equipment

 

 

361,451

 

 

 

332,544

 

Leasehold improvements

 

 

35,532

 

 

 

32,547

 

Property and equipment, gross

 

 

924,749

 

 

 

892,857

 

Less: accumulated depreciation

 

 

(799,589

)

 

 

(776,133

)

Property and equipment, net

 

$

125,160

 

 

$

116,724

 

 

For the three months ended March 31, 2021 and 2020, depreciation expense related to property and equipment was $23,456 and $22,994, respectively.

NOTE 6. ASSETS DEPLOYED AT CLIENT LOCATIONS

 

Assets deployed at client locations, net, consisted of the following at:

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Enhanced table systems

 

$

909,507

 

 

$

890,560

 

Less: accumulated depreciation

 

 

(692,128

)

 

 

(658,404

)

Assets deployed at client locations, net

 

$

217,379

 

 

$

232,156

 

 

For the three months ended March 31, 2021 and 2020, depreciation expense related to assets deployed at client locations was $44,626 and $64,312, respectively.

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill. A goodwill balance of $1,091,000 was created as a result of a transaction completed in October 2011 with Prime Table Games, LLC (“PTG”).

Other intangible assets, net. Other intangible assets, net consisted of the following at:

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Patents

 

$

13,507,997

 

 

$

13,507,997

 

Customer relationships

 

 

13,942,115

 

 

 

13,942,115

 

Trademarks

 

 

2,880,967

 

 

 

2,880,967

 

Non-compete agreements

 

 

660,000

 

 

 

660,000

 

Software

 

 

233,315

 

 

 

183,415

 

Other intangible assets, gross

 

 

31,224,394

 

 

 

31,174,494

 

Less: accumulated amortization

 

 

(15,736,769

)

 

 

(15,087,598

)

Other intangible assets, net

 

$

15,487,625

 

 

$

16,086,896

 

 

For the three months ended March 31, 2021 and 2020, amortization expense related to other intangible assets was $649,171 and $382,499, respectively.

12


Estimated future amortization expense is as follows:

 

Twelve Months Ending March 31,

 

Total

 

2022

 

$

2,609,479

 

2023

 

 

2,023,514

 

2024

 

 

1,446,909

 

2025

 

 

1,425,776

 

2026

 

 

1,424,276

 

Thereafter

 

 

6,557,671

 

Total amortization

 

$

15,487,625

 

 

NOTE 8. ACCRUED EXPENSES

Accrued expenses consisted of the following at: 

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Share redemption consideration

 

$

706,258

 

 

$

510,776

 

Commissions and royalties

 

 

722,023

 

 

 

398,096

 

Payroll and related

 

 

461,095

 

 

 

173,487

 

Interest

 

 

98,398

 

 

 

95,879

 

Income tax payable

 

 

46,629

 

 

 

42,218

 

Other

 

 

127,630

 

 

 

112,576

 

Total accrued expenses

 

$

2,162,033

 

 

$

1,333,032

 

 

NOTE 9. LEASES

 

Lessee

 

We have operating leases for our corporate office, two satellite facilities in the state of Washington and for certain equipment. We account for lease components (such as rent payments) separately from the non-lease components (such as common-area maintenance costs, real estate and sales taxes and insurance costs). The discount rate represents the interest rate implicit in each lease or our incremental borrowing rate at lease commencement date.

As of March 31, 2021, our leases have remaining lease terms ranging from three months to 69 months.

Supplemental balance sheet information related to leases is as follows:

 

 

 

As of March 31, 2021

 

 

Amount

 

 

Classification

Operating leases:

 

 

 

 

 

 

Operating lease right-of-use lease assets

 

$

1,311,349

 

 

 

 

 

 

 

 

 

 

Operating lease current liabilities

 

$

213,531

 

 

Current portion of operating lease liabilities

 

 

 

 

 

 

 

Operating lease long-term liabilities

 

 

1,163,743

 

 

Long-term operating lease liabilities

 

 

 

 

 

 

 

Total operating lease liabilities

 

$

1,377,274

 

 

 

 

 

 

 

 

 

 

Weighted-average remaining lease term:

 

 

 

 

 

 

Operating leases

 

5.6 years

 

 

 

 

 

 

 

 

 

 

Weighted-average discount rate:

 

 

 

 

 

 

Operating leases

 

 

4.2

%

 

 

 

13


 

The components of lease expense are as follows:

 

 

 

Three Months Ended March 31, 2021

 

 

Amount

 

 

Classification

Operating lease cost

 

$

69,828

 

 

Selling, general and administrative expense

 

 

 

 

 

 

 

 

Supplemental cash flow information related to leases is as follows:

 

 

 

Three Months Ended March 31, 2021

 

 

Amount

 

 

Classification

Cash paid for amounts included in the

   measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

69,828

 

 

Net income

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange

   for lease liabilities:

 

 

 

 

 

 

Operating leases

 

$

 

 

Supplemental cash flow information

 

As of March 31, 2021, future maturities of our operating lease liabilities are as follows:

 

Twelve Months Ending March 31,

 

Amount

 

2022

 

$

213,532

 

2023

 

 

210,892

 

2024

 

 

226,496

 

2025

 

 

245,204

 

2026

 

 

266,645

 

Thereafter

 

 

214,505

 

Total lease liabilities

 

$

1,377,274

 

 

NOTE 10. LONG-TERM LIABILITIES

Long-term liabilities consisted of the following at:

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Nevada State Bank credit agreement

 

$

8,022,300

 

 

$

8,413,184

 

Main Street Priority Loan

 

 

4,000,000

 

 

 

4,000,000

 

Redemption Consideration Obligation

 

 

39,096,401

 

 

 

39,096,401

 

Vehicle notes payable

 

 

17,040

 

 

 

22,614

 

Insurance notes payable

 

 

347,015

 

 

 

519,194

 

Long-term liabilities, gross

 

 

51,482,756

 

 

 

52,051,393

 

Less: Unamortized debt issuance costs

 

 

(172,409

)

 

 

(137,817

)

Long-term liabilities, net of debt issuance costs

 

 

51,310,347

 

 

 

51,913,576

 

Less: Current portion

 

 

(1,913,355

)

 

 

(2,222,392

)

Long-term liabilities, net

 

$

49,396,992

 

 

$

49,691,184

 

 

14


 

Share Redemption Consideration Obligation. On May 6, 2019, we issued a promissory note in the face amount of $39,096,401 to Triangulum in connection with the share redemption disclosed in Note 1. In the litigation that followed the share redemption (Note 11), Triangulum is disputing, among other things, the validity of the note and has not accepted its terms. Because Triangulum disputes the promissory note issued by the Company and its terms, the promissory note has not been given accounting effect in the Company’s financial statements. The Company has instead recorded a long-term obligation payable to Triangulum, based on the redemption value specified in our Articles of Incorporation. The obligation is classified as long-term because we do not expect that a final agreement with respect to the litigation will be reached between the parties in the next twelve months. We may repay the Redemption Consideration Obligation at any time but no later than May 6, 2029; however, there can be no assurance that Triangulum will accept such payments. Additional share redemption consideration is being accrued at 2% on the Redemption Consideration Obligation, and we paid the first annual payment on May 5, 2020, in the amount of $781,928, which was accepted by Triangulum. The Redemption Consideration Obligation is unsecured and is subordinated to our existing and future indebtedness. Interest payments were made to Triangulum, in a timely fashion in May of 2020 and May of 2021.

Nevada State Bank (“NSB”) Credit Agreement. The Company is party to a Credit Agreement with Zions Bancorporation, N.A. dba Nevada State Bank (as amended, the “Credit Agreement”). The Credit Agreement provides for a Term Loan in the initial amount of $11,000,000 and a Revolving Loan in the amount of $1,000,000. On March 12, 2020, the Company drew down $1,000,000 on the Revolving Loan component of the Credit Agreement. At March 31, 2021, the principal amount outstanding under the Term Loan component of the Credit Agreement was $7,022,300, bringing the total amount outstanding under the Credit Agreement at March 31, 2021, to $8,022,300.

On March 29, 2021, the Company entered into an amended and restated credit agreement with Zions Bancorporation, N.A. dba Nevada State Bank (“the A&R Credit Agreement”). The A&R Credit Agreement replaced the original Credit Agreement entered into by the Company with Zions Bancorporation, N.A. dba Nevada State Bank on April 24, 2018 and last modified on November 16, 2020. The A&R Credit Agreement provides for a Term Loan in the amount of $7,022,300 and a Revolving Loan in the amount of $1,000,000. If not paid earlier, amounts outstanding under the Revolving Loan mature on April 24, 2022, and amounts outstanding under the Term Loan mature on April 24, 2023.

Under the A&R Credit Agreement, outstanding balances accrue interest based on one-month U.S. dollar London interbank offered rate (“LIBOR”) plus an applicable margin of 3.50% or 4.00%, depending on our Total Leverage Ratio (as defined in the A&R Credit Agreement). Effective December 31, 2021, LIBOR will no longer serve as a reference rate for bank loans, among other investment classes. The A&R Credit Agreement stipulates that a substitute index rate will be selected and used in lieu of LIBOR.

The A&R Credit Agreement contains affirmative and negative financial covenants (as defined in the A&R Credit Agreement) and other restrictions customary for borrowings of this nature. In particular, we are required to maintain (i) a quarterly minimum Fixed Charge Coverage ratio of 1.25x; (ii) a quarterly maximum Total Leverage ratio of 22.50x for the quarter ending March 31, 2021, 10.00x for quarter ending June 30, 2021, 6.50x for the quarter ending September 30, 2021 with semi-annual step-downs of 0.25x commencing December 31, 2021 and quarterly thereafter; (iii) a quarterly maximum Senior Leverage ratio of 5.25x for the quarter ending March 31, 2021, 2.50x for the quarter ending June 30, 2021 and 2.00x quarterly thereafter; (iv) a quarterly Minimum EBITDA covenant of $2.4 million for each of the quarters ending March 31, 2021, June 30, 2021 and September 30, 2021 and $8.0 million quarterly thereafter; (v) a quarterly Minimum Liquidity covenant requiring the Company to have cash and cash equivalents of no less than $1.5 million at quarter ends through and including June 30, 2021 and $2.5 million quarterly thereafter; and (vi) a yearly maximum Maintenance Capital Expenditure covenant of 5% of total revenues for the prior year. The Company was in compliance with its affirmative and negative financial covenants as of March 31, 2021.  

 

The obligations under the A&R Credit Agreement are secured by substantially all of the assets of the Company. The Company’s wholly owned subsidiary, PGP is also a guarantor of the A&R Credit Agreement and related agreements.

 

Main Street Priority Loan Borrowings (“MSPLP”). On October 26, 2020, the Company obtained an unsecured loan of $4,000,000 through Zions Bancorporation, N.A. dba Nevada State Bank under section 13(3) of the Federal Reserve Act.

 

The MSPLP bears interest at a rate of three-month U.S. dollar LIBOR plus 300 basis points (initially 3.215%), and interest payments during the first year will deferred and added to the loan balance. The MSPLP has a five-year final maturity, with 15% of principal amortizing in each of years three and four. The MSPLP, plus accrued and unpaid interest, may be prepaid at any time at par. While the MSPLP is outstanding, and for one year after it is repaid in full, the Company may not 1) repurchase stock, pay dividends or make other distributions, or 2) pay compensation to executive officers that exceeds the total compensation they received in 2019. The entire outstanding principal balance of the MSPLP, together with all accrued and unpaid interest, is due and payable in full on October 26, 2025. The terms of the MSPLP provide for customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, breaches of representations and covenants, and the occurrence of certain events. The MSPLP is secured by a security interest in the assets of the Company, which security interest is pari passu with the security interest granted under the Credit Agreement.

 

15


 

As of March 31, 2021, future maturities of our long-term liabilities are as follows:    

 

Twelve Months Ending March 31,

 

Total

 

2022

 

$

1,913,355

 

2023

 

 

2,655,500

 

2024

 

 

4,417,500

 

2025

 

 

600,000

 

2026

 

 

2,800,000

 

Thereafter

 

 

39,096,401

 

Long-term liabilities, gross

 

$

51,482,756

 

 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Concentration of risk. We are exposed to risks associated with clients who represent a significant portion of total revenues. For the three months ended March 31, 2021 and 2020, respectively, we had the following client revenue concentrations:

 

 

 

Location

 

Q1 2021

Revenue

 

 

Q1 2020

Revenue

 

 

Accounts

Receivable

March 31, 2021

 

 

Accounts

Receivable

December 31, 2020

 

Client A

 

Europe

 

 

29.7

%

 

 

7.7

%

 

$

377,962

 

 

$

164,236

 

Client B

 

North America

 

 

11.1

%

 

 

9.0

%

 

$

590,078