UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended September 30, 2015

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.)

 

 

 

6767 Spencer Street, Las Vegas, NV 89119

(Address of principal executive offices)

 

(702) 939-3254

(Issuer’s telephone number)

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 x    No  o

Indicate by check mark whether the issuer 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  o

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

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨

  

Smaller Reporting Company

 

x

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  39,065,591 common shares as of November 16, 2015.

 

 

 

 

 


GALAXY GAMING, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2015

TABLE OF CONTENTS

 

 

 

Page

 

PART I – FINANCIAL INFORMATION  

 

 

Item 1:

Financial Statements (unaudited)

3

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

21

Item 4T:

Controls and Procedures

21

 

 

PART II – OTHER INFORMATION

 

 

Item 1:

Legal Proceedings

22

Item 5:

Other Information

22

Item 6:

Exhibits

23

 

 

 

 

 

 

 

 

 

 

 

 

 


PART I - FINANCIAL INFORMATION

 

 

ITEM 1. FINANCIAL STATEMENTS

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

 

1

Balance Sheets as of September 30, 2015 and December 31, 2014 (unaudited)

2

Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)

3

Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2015 and 2014 (unaudited)

4

Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)

5-17

Notes to Financial Statements (unaudited)

 

 

 

 


GALAXY GAMING, INC.

BALANCE SHEETS

(Unaudited) 

 

 

ASSETS

 

September 30,

2015

 

 

December 31,

2014

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

103,031

 

 

$

560,184

 

Restricted cash

 

 

98,521

 

 

 

107,913

 

Accounts receivables, net allowance for bad debts of $40,000 and $34,887

 

 

1,628,543

 

 

 

1,472,743

 

Prepaid expenses

 

 

145,978

 

 

 

80,440

 

Inventories, net

 

 

271,645

 

 

 

232,789

 

Note receivable – related party, current portion

 

 

 

 

 

383,298

 

Deferred tax asset

 

 

47,691

 

 

 

47,691

 

Other current assets

 

 

270

 

 

 

62,584

 

Total current assets

 

 

2,295,679

 

 

 

2,947,642

 

Property and equipment, net

 

 

332,882

 

 

 

382,098

 

Products leased and held for lease, net

 

 

134,215

 

 

 

125,665

 

Intangible assets, net

 

 

13,633,949

 

 

 

14,756,648

 

Goodwill

 

 

1,091,000

 

 

 

1,091,000

 

Deferred tax assets, net of current portion

 

 

96,564

 

 

 

143,614

 

Other assets, net

 

 

42,699

 

 

 

45,416

 

Total assets

 

$

17,626,988

 

 

$

19,492,083

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,014,800

 

 

$

518,428

 

Accrued expenses

 

 

541,659

 

 

 

519,166

 

Income taxes payable

 

 

222,671

 

 

 

22,872

 

Deferred revenue

 

 

712,852

 

 

 

647,625

 

Jackpot liabilities

 

 

105,064

 

 

 

111,360

 

Current portion of capital lease obligations

 

 

68,785

 

 

 

66,273

 

Current portion of long-term debt

 

 

4,003,899

 

 

 

3,480,864

 

Total current liabilities

 

 

6,669,730

 

 

 

5,366,588

 

Deferred rent

 

 

55,285

 

 

 

56,242

 

Capital lease obligations, net of current portion

 

 

85,506

 

 

 

137,204

 

Long-term debt, net of debt discount, net of current portion

 

 

8,524,495

 

 

 

12,056,467

 

Total liabilities

 

 

15,335,016

 

 

 

17,616,501

 

Commitments and Contingencies (See Note 12)

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Preferred stock, 10,000,000 shares, $.001 par value preferred stock authorized; 0 shares

   issued and outstanding

 

 

 

 

 

 

Common stock, 65,000,000 shares authorized; $.001 par value 39,065,591 and

   38,990,591 shares issued and outstanding

 

 

39,066

 

 

 

38,991

 

Additional paid-in capital

 

 

2,917,264

 

 

 

2,844,488

 

Accumulated deficit

 

 

(726,162

)

 

 

(980,300

)

Accumulated other comprehensive  income (loss)

 

 

61,804

 

 

 

(27,597

)

Total stockholders’ equity

 

 

2,291,972

 

 

 

1,875,582

 

Total liabilities and stockholders’ equity

 

$

17,626,988

 

 

$

19,492,083

 

 

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

 

1


GALAXY GAMING, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

FOR THE THREE

MONTHS ENDED

 

 

FOR THE NINE

MONTHS ENDED

 

 

 

September 30,

2015

(Unaudited)

 

 

September 30,

2014

(Unaudited)

 

 

September 30,

2015

(Unaudited)

 

 

September 30,

2014

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product leases and royalties

 

$

2,747,774

 

 

$

2,516,376

 

 

$

8,003,469

 

 

$

7,238,539

 

Product sales and service

 

 

7,074

 

 

 

1,008

 

 

 

18,073

 

 

 

6,185

 

Total revenue

 

 

2,754,848

 

 

 

2,517,384

 

 

 

8,021,542

 

 

 

7,244,724

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of ancillary products and assembled components

 

 

22,890

 

 

 

19,362

 

 

 

70,168

 

 

 

56,302

 

Selling, general and administrative

 

 

1,736,024

 

 

 

1,450,403

 

 

 

4,995,984

 

 

 

3,956,855

 

Research and development

 

 

101,822

 

 

 

126,300

 

 

 

371,251

 

 

 

337,687

 

Depreciation

 

 

44,605

 

 

 

29,704

 

 

 

128,916

 

 

 

72,450

 

Amortization

 

 

372,313

 

 

 

391,249

 

 

 

1,122,698

 

 

 

1,170,381

 

Share-based compensation

 

 

17,909

 

 

 

30,554

 

 

 

72,850

 

 

 

151,378

 

Total costs and expenses

 

 

2,295,563

 

 

 

2,047,572

 

 

 

6,761,867

 

 

 

5,745,053

 

Income from operations

 

 

459,285

 

 

 

469,812

 

 

 

1,259,675

 

 

 

1,499,671

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,084

 

 

 

5,387

 

 

 

13,288

 

 

 

16,841

 

Interest expense

 

 

(248,604

)

 

 

(271,275

)

 

 

(799,407

)

 

 

(834,957

)

Total other expense

 

 

(246,520

)

 

 

(265,888

)

 

 

(786,119

)

 

 

(818,116

)

Income before provision for income taxes

 

 

212,765

 

 

 

203,924

 

 

 

473,556

 

 

 

681,555

 

Provision for income taxes

 

 

(93,059

)

 

 

(116,495

)

 

 

(219,418

)

 

 

(333,584

)

Net income

 

$

119,706

 

 

$

87,429

 

 

$

254,138

 

 

$

347,971

 

Basic income per share

 

$

0.00

 

 

$

0.00

 

 

$

0.01

 

 

$

0.01

 

Diluted income per share

 

$

0.00

 

 

$

0.00

 

 

$

0.01

 

 

$

0.01

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

39,040,775

 

 

 

38,560,591

 

 

 

39,040,775

 

 

 

38,493,955

 

Diluted

 

 

39,079,102

 

 

 

38,574,447

 

 

 

39,079,102

 

 

 

38,772,448

 

 

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

 

2


GALAXY GAMING, INC.

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited) 

 

 

 

FOR THE NINE MONTHS ENDED

September 30,

 

 

 

2015

 

 

2014

 

Net income

 

$

254,138

 

 

$

347,971

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of tax

 

 

89,401

 

 

 

56,974

 

Total comprehensive income

 

$

343,539

 

 

$

404,945

 

 

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

 

3


GALAXY GAMING, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

FOR THE NINE MONTHS ENDED

September 30,

 

 

 

2015

 

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income for the period

 

$

254,138

 

 

$

347,971

 

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

 

 

 

 

 

 

 

 

Depreciation expense

 

 

128,916

 

 

 

72,450

 

Amortization expense

 

 

1,122,698

 

 

 

1,170,381

 

Provision for bad debt expense

 

 

40,000

 

 

 

 

Inventory reserve

 

 

47,069

 

 

 

 

Amortization of debt discount

 

 

156,474

 

 

 

156,474

 

Deferred income tax provision

 

 

219,418

 

 

 

333,584

 

Share-based compensation

 

 

72,850

 

 

 

151,378

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase in restricted cash

 

 

9,392

 

 

 

149,712

 

Increase in accounts receivable

 

 

(197,139

)

 

 

(159,478

)

(Increase) decrease in other current assets

 

 

62,314

 

 

 

15,691

 

Increase in inventory

 

 

(125,820

)

 

 

(80,678

)

Increase in prepaid expenses

 

 

(65,538

)

 

 

(19,374

)

Increase in other long-term assets

 

 

 

 

 

(41,794

)

Increase in accounts payable

 

 

495,891

 

 

 

129,885

 

Increase in accrued expenses

 

 

23,037

 

 

 

22,582

 

Increase in deferred revenue

 

 

65,227

 

 

 

97,324

 

Decrease in jackpot liabilities

 

 

(6,296

)

 

 

(147,043

)

(Decrease) increase in deferred rent

 

 

(957

)

 

 

54,477

 

Net cash provided by operating activities

 

 

2,301,674

 

 

 

2,253,542

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(44,980

)

 

 

(31,343

)

Acquisition of intangible assets

 

 

 

 

 

(35,000

)

Net cash used in investing activities

 

 

(44,980

)

 

 

(66,343

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Principal payments on capital leases

 

 

(49,186

)

 

 

(24,753

)

Principal payments on notes payable

 

 

(2,662,699

)

 

 

(2,199,935

)

Net cash used in financing activities

 

 

(2,711,885

)

 

 

(2,224,688

)

Effect of exchange rate changes on cash

 

 

(1,962

)

 

 

(6,461

)

Net decrease in cash and cash equivalents

 

 

(457,153

)

 

 

(43,950

)

Cash and cash equivalents – beginning of period

 

 

560,184

 

 

 

438,502

 

Cash and cash equivalents – end of period

 

$

103,031

 

 

$

394,552

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

800,830

 

 

$

678,483

 

Inventory transferred to leased assets

 

$

39,896

 

 

$

71,203

 

Cash paid for income taxes

 

$

 

 

$

 

Supplemental non-cash financing activities information:

 

 

 

 

 

 

 

 

Effect of exchange rate on note payable in foreign currency

 

$

119,414

 

 

$

190,180

 

Assets acquired by capital leases

 

$

 

 

$

243,970

 

 

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

 

 

4


GALAXY GAMING, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1. DESCRIPTION OF BUSINESS

Unless the context indicates otherwise, references to “Galaxy Gaming, Inc.,” “we,” “us,” “our,” or the “Company,” refers to Galaxy Gaming, Inc., a Nevada corporation. “GGLLC” refers to Galaxy Gaming, LLC, a Nevada limited liability company that was a predecessor of the Company’s business, but is not directly associated with Galaxy Gaming, Inc.

Description of business. We are an established global gaming company specializing in the design, development, manufacturing, marketing and acquisition of proprietary casino table games and associated technology, platforms and systems for the casino gaming industry. We are a leading supplier of gaming entertainment products worldwide and provide a diverse offering of quality products and services at competitive prices, designed to enhance the player experience.

Casinos use our proprietary products to enhance their gaming floor operations and improve their profitability, productivity and security, as well as offer popular cutting-edge gaming entertainment content and technology to their players. We market our products to land-based, riverboat and cruise ship and internet gaming companies. The game concepts and the intellectual property associated with these games are typically protected by patents, trademarks and/or copyrights. We market our products primarily via our internal sales force to casinos throughout North America, the Caribbean, the British Isles, Europe, Africa and to cruise ships and internet gaming sites worldwide. We currently have an installed base of our products on over 4,000 gaming tables located in over 500 casinos, which positions us as the second largest provider of proprietary table games in the world.

Revenues consist of primarily recurring royalties received from our clients for the licensing of our game content and other products. These recurring revenues generally have few direct costs thereby generating high gross profit margins. In lieu of reporting as gross profit, this amount would be comparable to revenues less cost of ancillary products and assembled components on our financial statements. Additionally, we receive non-recurring revenue from the sale of associated products.

We group our products into four product categories we classify as “Proprietary Table Games,” “Enhanced Table Systems,” “e-Tables” and “Ancillary Equipment.” Our product categories are summarized below. Additional information regarding our products may be found on our web site, www.galaxygaming.com. Information found on the web site should not be considered part of this report.

Proprietary Table Games. We design, develop and deliver our Proprietary Table Games to enhance our casino clients’ table game operations. Casinos use our Proprietary Table Games in lieu of those games in the public domain (e.g. Blackjack, Craps, Roulette, etc.) because of their popularity with players and to increase profitability. Our Proprietary Table Games are grouped into two product types we call “Side Bets” and “Premium Games.” Side Bets are proprietary features and wagering schemes typically added to public domain games such as poker, baccarat, pai gow poker, craps and blackjack table games. Examples of our side bets include such popular titles as Lucky Ladies, 21+3 and Bonus Craps. Premium Games are unique stand-alone games with their own unique set of rules and strategies. Examples of our Premium Games include such popular titles as High Card Flush, World Poker Tour Heads Up Hold’em, Three Card Poker, and Texas Shootout. Generally, Premium Games command a higher price point per unit than Side Bets.

Enhanced Table Systems. Enhanced Table Systems are electronic enhancements used on casino table games to add to player appeal and enhance game security. We include three products in this category: our Bonus Jackpot System, our Inter-Casino Jackpot System and our MEGA-Share. We receive compensation by collecting a fixed fee or a transaction fee.

Our Bonus Jackpot System facilitates a jackpot players can win by making a qualified wager.  The jackpot is awarded to a player (or players) upon obtaining a specific triggering event.  Our Bonus Jackpot System can facilitate either a fixed, adjustable or progressive style jackpot.

Our Inter-Casino Jackpot System leverages the abilities of our Bonus Jackpot System to connect and/or aggregate bonus or progressive jackpots from multiple casinos into a common network.

MEGA-Share is a game-play methodology invented by us that allows a player of one of our table games to share in the winnings of a jackpot together with other players. An example of this concept would be when multiple table game players are playing in a casino and one player obtains a winning hand entitling him or her to a jackpot.  This jackpot winning event will trigger a second MEGA-Share jackpot that is divided among all players who made a MEGA-Share qualified wager.

e-Tables. In 2011, we licensed the worldwide rights (excluding Oklahoma, Kentucky and the Caribbean), to the TableMAX e-Table system.  Simultaneously we obtained the e-Table rights to the casino table games Caribbean Stud, Caribbean Draw, Progressive Blackjack, Texas Hold’em Bonus and Blackjack Bullets. See Note 17. The TableMAX e-Table system is a fully automated, dealer-less, multi-player electronic table game platform.  These platforms allow us to offer our Proprietary Table Game content in markets where

5


live table games are not permitted. Our e-Table product enables automation of certain components of traditional table games such as data collection, placement of bets, collection of losing bets and payment of winning bets. This automation provides benefits to both casino operators and players, including greater security and faster speed of play, reduced labor and other game related costs and increased profitability.  

Ancillary equipment.  In 2014, we entered into an exclusive license for the worldwide rights to a patented technology that detects invisible card markings.  With this technology, we developed SpectrumVision, which uses highly specialized and customized optics to see markings on playing cards that would otherwise be invisible or undetectable to the naked eye and surveillance cameras.  SpectrumVision will be leased for a monthly fee or outright sale.  Units sold may have a service contract issued in conjunction with the sale..

 

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

This summary of our significant accounting policies is presented to assist in understanding our financial statements. The financial statements and notes are representations of our management team, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied to the preparation of the financial statements.

Basis of presentation. The accompanying financial statements have been prepared in accordance with U.S. GAAP and the rules of the SEC. In the opinion of management, all adjustments necessary in order for the financial statements to not be misleading have been reflected herein.

Basis of accounting. The financial statements have been prepared on the accrual basis of accounting in conformity with U.S. GAAP. Revenues are recognized as income when earned and expenses are recognized when they are incurred. We do not have significant categories of cost as our income is recurring with high margins. Expenses such as wages, consulting expenses, legal, regulatory and professional fees and rent are recorded when the expense is incurred.

Cash and cash equivalents. We consider cash on hand, cash in banks, certificates of deposit, and other short-term securities with maturities of three months or less when purchased, as cash and cash equivalents. Our bank accounts are deposited in insured institutions. The funds are insured up to $250,000 per account. To date, we have not experienced uninsured losses.

Restricted cash. We are required by gaming regulation to maintain sufficient reserves in restricted accounts to be used for the purpose of funding payments to winners of our jackpots offered. Compliance with restricted cash requirements for jackpot funding is reported to gaming authorities in various jurisdictions.

Inventory. Inventory consists of ancillary products such as signs, layouts, and bases for the various games and electronic devices and components to support our Enhanced Table Systems. Inventory value is determined by the average cost method and management maintains inventory levels based on historical and industry trends. We regularly assess inventory quantities for excess and obsolescence primarily based on forecasted product demand. See Note 5.

Products leased and held for lease. We provide products whereby we maintain ownership and charge a fee for the use of the product. Since we retain title to the equipment, we classify these assets as “products leased and held for lease” and they are shown on the accompanying balance sheets. These assets are stated at cost, net of depreciation. Depreciation on leased products is calculated using the straight-line method over a three year period.

Property and equipment. Property and equipment are being depreciated over their estimated useful lives, 3 to 5 years, using the straight-line method of depreciation for book purposes.

Intellectual property and intangible assets. These intellectual property and intangible assets have finite lives and are being amortized using the straight-line method over their economic useful lives, five to thirty years. Material assets added over the past several years are as follows:

 

Client installation base

 

60 months

Licensing agreements

 

60 months

Patents

 

87 - 132 months

Trademarks

 

144 - 360 months

Client relationships

 

264 months

 

The intangible assets are analyzed for potential impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable.

6


Goodwill. A goodwill balance of $1,091,000 was created as a result of the PTG asset acquisition. This asset will be assessed for impairment at least annually and if found to be impaired, its carrying amount will be reduced and an impairment loss will be recognized.

Impairment of long-lived assets. We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Leases.  We recognize rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term.  The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent.  The landlord of our corporate headquarters financed leasehold improvements in the amount of $150,000.  See Note 12.  These improvements have been recorded as a capital lease and amortized over the life of the lease.

Concentration of risk. We are exposed to risks associated with clients who represent a significant portion of total revenues. For the nine months ended September 30, 2015 and 2014, respectively, we had the following client revenue concentrations:

 

 

 

Location

 

2015

Revenue

 

 

2014

Revenue

 

Client A

 

North America

 

 

14.8%

 

 

 

15.2%

 

Client B

 

United Kingdom

 

 

6.7%

 

 

 

8.0%

 

Client C

 

North America

 

 

6.8%

 

 

 

5.6%

 

Client D

 

North America

 

 

5.5%

 

 

 

5.0%

 

 

We are also exposed to risks associated with the expiration of our patents. Domestic and international patents for two of our products expired in June 2015. The patents account for approximately $4,283,055 or 53% of our revenue for the nine months ended September 30, 2015.

Revenue recognition. Revenue is primarily derived from the licensing of our products and intellectual property. Consistent with our strategy, revenue is generated from negotiated month-to-month recurring licensing fees or the performance of our products, or both. We also, occasionally, receive a one-time sale of certain products and/or reimbursement of our manufactured equipment.

Substantially, all of our revenue is recognized when it is earned. Depending upon the product and negotiated terms, our clients may be invoiced monthly in advance, monthly in arrears or quarterly in arrears for the licensing of our products. If billed in advance, the advance billings are recorded as deferred revenue on our balance sheet. If billed in arrears, we recognize the corresponding preceding period’s revenue upon invoicing at the subsequent date. Generally, we begin earning revenue with the installation or “go live” date of the associated product in our clients’ establishment. The monthly recurring invoices are based on executed agreements with each client.

Additionally, clients may be invoiced for product sales at the time of shipment or delivery of the product. Revenue from the sale of our associated products is recognized when the following criteria are met:

 

(1)

Persuasive evidence of an arrangement between us and our client exists;

 

(2)

Shipment has occurred;

 

(3)

The price is fixed and/or determinable; and

 

(4)

Collectability is reasonably assured or probable.

The combination of hardware and software included in our Enhanced Table Systems and e-Tables is essential to the operation of the respective systems. As such, we do not segregate the portion of revenue between manufactured equipment and any software or electronic devices needed to use the equipment when the system is provided. We do not market the software separately from the equipment.

Costs of ancillary products and assembled components. Ancillary products include paytables (display of payouts), bases, layouts, signage and other items as they relate to support 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 the Bonus Jackpot System and SpectrumVision.

7


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. For non-US functional accounts, assets and liabilities are translated at exchange rates in effect at the balance sheet date, and income and expense accounts at the average exchange rates for the year. Resulting currency translation adjustments are recorded as a separate component of shareholders’ equity. We record foreign currency transactions at the exchange rate prevailing at the date of the transaction with resultant gains and losses being included in results of operations. Realized foreign currency transaction gains and losses have not been significant for any period presented.

Income taxes. We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for 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 operating loss and tax credit carry-forwards. These temporary differences will result in deductible or taxable amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized. Adjustments to the valuation allowance increase or decrease our income tax provision or benefit.  

We follow the provisions contained in Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. We recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

Judgment is required in determining the provision for incomes taxes and related accruals, deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, our tax returns are subject to audit by various tax authorities. Although we believe that our estimates are reasonable, actual results could differ from these estimates

Basic income (loss) per share. Basic earnings per share is calculated by dividing net income by the weighted average number of common shares issued and outstanding during the year. Diluted earnings 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 warrants, if applicable, during the year, using the treasury stock method.

Stock-based compensation. We measure and recognize all stock-based compensation, including restricted stock and stock-based awards to employees, under the fair value method. We measure the fair value of stock-based awards using the Black-Scholes model and restricted shares using the grant date fair value of the stock. Compensation is attributed to the periods of associated service and such expense is recognized on a straight-line basis over the vesting period of the awards. Forfeitures are estimated at the time of grant, with such estimate updated when the expected forfeiture rate changes.

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.

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

Recently adopted accounting standards – not adopted

We believe there is no additional new accounting guidance adopted, but not yet effective, which is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on its financial reporting.

 

 

8


NOTE 3. NOTE RECEIVABLE – RELATED PARTY

The note receivable balance was as follows:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Note receivable

 

$

 

 

$

383,298

 

Less: current portion

 

 

 

 

 

 

Long-term note receivable

 

$

 

 

$

383,298

 

 

A note receivable was acquired as part of the 2007 asset purchase agreement with GGLLC. The note receivable is a ten year unsecured note with a 6% fixed interest rate, monthly principal and interest payments of $6,598 with the unpaid principal and interest due in February 2017. The terms of the note were amended in September 2010 whereby the monthly principal and interest payment was reduced to $3,332 and the unpaid principal and interest was due August 2015.

 

Interest income associated with this note receivable was $13,443 and $16,432 for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was an interest receivable balance of $0.

 

On August 10, 2015, our  Board of Directors approved an agreement between the Company and Carpathia Associates, LLC, an entity which is owned and controlled by our Chief Executive Officer, Robert  Saucier (the “Agreement”).  The Agreement amends the terms of the note receivable and note payable previously entered into between the parties by offsetting the note receivable and note payable between the two parties.  The effective result will be that the balloon payment of $437,313, due under the terms of the note receivable from Carpathia, will be applied to the outstanding note payable due to Carpathia.  The Board believes that the Company benefits from the arrangement as the Agreement extends the note payable’s balloon payment from February 2017 to December 2018.  The balloon payment due in December 2018 will be $354,480. The foregoing summary of the Agreement is qualified in its entirety by to the full context of the agreement which is found as Exhibit 99.1 to this filing.

 

 

NOTE 4. PREPAID EXPENSES

Prepaid expenses consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Professional services

 

$

57,741

 

 

$

21,863

 

IT systems

 

 

35,328

 

 

 

9,304

 

Trade show expense

 

 

21,000

 

 

 

7,000

 

Dues & subscriptions

 

 

13,763

 

 

 

14,562

 

Compliance

 

 

9,597

 

 

 

 

Insurance

 

 

6,191

 

 

 

16,612

 

Rent

 

 

1,989

 

 

 

1,989

 

Other prepaid expenses

 

 

369

 

 

 

523

 

Travel

 

 

 

 

 

8,587

 

Prepaid expenses

 

$

145,978

 

 

$

80,440

 

 

 

NOTE 5. INVENTORY

Inventory consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Finished goods

 

$

168,621

 

 

$

96,254

 

Raw materials and component parts

 

 

87,661

 

 

 

111,246

 

Work-in-process

 

 

50,363

 

 

 

69,464

 

 

 

 

306,645

 

 

 

276,964

 

Less: inventory reserve

 

 

(35,000

)

 

 

(44,175

)

Inventory

 

$

271,645

 

 

$

232,789

 

 

 

9


NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment, recorded at cost, consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Furniture and fixtures

 

$

211,411

 

 

$

197,751

 

Leasehold improvements

 

 

156,843

 

 

 

150,000

 

Automotive vehicles

 

 

94,087

 

 

 

86,364

 

Computer equipment

 

 

89,202

 

 

 

84,186

 

Office equipment

 

 

29,140

 

 

 

17,403

 

 

 

 

580,683

 

 

 

535,704

 

Less: accumulated depreciation

 

 

(247,801

)

 

 

(153,606

)

Property and equipment, net

 

$

332,882

 

 

$

382,098

 

 

Included in depreciation expense was $94,854 and $45,590 related to property and equipment for the nine months ended September 30, 2015 and 2014, respectively.

Property and equipment includes $243,970 of leasehold improvements, furniture and fixtures under capital leases as of September 30, 2015. Accumulated depreciation of assets under capital leases totaled $89,365 as of September 30, 2015.

 

 

NOTE 7. PRODUCTS LEASED AND HELD FOR LEASE

Products leased and held for lease consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Enhanced table systems

 

$

273,391

 

 

$

233,496

 

Less: accumulated depreciation

 

 

(139,176

)

 

 

(107,831

)

Products leased and held for lease, net

 

$

134,215

 

 

$

125,665

 

 

Included in depreciation expense was $31,345 and $24,143 related to products leased and held for lease for the nine months ended September 30, 2015 and 2014, respectively.

 

 

NOTE 8. INTANGIBLE ASSETS

Intellectual property and intangible assets consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Patents

 

$

13,615,967

 

 

$

13,615,967

 

Customer relationships

 

 

3,400,000

 

 

 

3,400,000

 

Trademarks

 

 

2,740,000

 

 

 

2,740,000

 

Non-compete agreements

 

 

660,000

 

 

 

660,000

 

Licensing agreements

 

 

35,000

 

 

 

35,000

 

 

 

 

20,450,967

 

 

 

20,450,967

 

Less: accumulated amortization

 

 

(6,817,018

)

 

 

(5,694,319

)

Intangible assets, net

 

$

13,633,949

 

 

$

14,756,648

 

 

Amortization expense was $1,122,698 and $1,170,381 for the nine months ended September 30, 2015 and 2014, respectively.

10


In October 2011, we acquired the following intangible assets related to the asset purchase with Prime Table Games LLC and Prime Table Games UK (collectively “Prime Table Games”):

 

 

 

Fair Value

 

Patents

 

$

13,259,000

 

Customer relationships

 

 

3,400,000

 

Trademarks

 

 

2,740,000

 

Goodwill

 

 

1,091,000

 

Non-compete agreement

 

 

660,000

 

Total acquired intangible assets

 

$

21,150,000

 

 

 

NOTE 9. ACCRUED EXPENSES

Accrued expenses, consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Royalties

 

$

197,353

 

 

$

59,715

 

Professional fees

 

 

79,429

 

 

 

60,779

 

TableMAX reimbursement

 

 

69,749

 

 

 

72,636

 

Salaries & payroll taxes

 

 

64,267

 

 

 

70,262

 

Vacation

 

 

62,238

 

 

 

58,642

 

Trade show expenses

 

 

44,761

 

 

 

41,666

 

Commissions

 

 

17,586

 

 

 

148,902

 

Other accrued expenses

 

 

4,013

 

 

 

2,878

 

Accrued interest

 

 

2,263

 

 

 

3,686

 

Accrued expenses

 

$

541,659

 

 

$

519,166

 

 

 

NOTE 10. CAPITAL LEASE OBLIGATIONS

Capital lease obligations consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Capital lease obligation – leasehold improvements

 

$

114,465

 

 

$

135,171

 

Capital lease obligation – office furniture

 

 

39,826

 

 

 

68,306

 

 

 

 

154,291

 

 

 

203,477

 

Less: Current portion

 

 

(68,785

)

 

 

(66,273

)

Capital lease obligations

 

$

85,506

 

 

$

137,204

 

 

The capital lease obligation – office furniture requires 30 monthly payments of $3,641, including interest at 10.2%, beginning April 2014 through September 2016.

The capital lease obligation – leasehold improvements requires 60 monthly payments of $2,879, including 5.5% interest, beginning May 2014 through May 2019.

The capital leases cover furniture and leasehold improvements located at our corporate headquarters in Las Vegas, Nevada. Annual requirements for capital leases obligations are as follows:

 

September 30,

 

Total

 

2016

 

$

76,538

 

2017

 

 

34,545

 

2018

 

 

34,545

 

2019

 

 

23,029

 

Total minimum lease payments

 

$

168,657

 

Less: amount representing interest

 

 

(14,366

)

Present value of net minimum lease payments

 

$

154,291

 

11


 

 

NOTE 11. NOTES PAYABLE

Notes payable consisted of the following at:

 

 

 

September 30,

2015

 

 

December 31,

2014

 

Notes payable, net of debt discount - PTG

 

$

11,857,949

 

 

$

14,385,643

 

Note payable – related party

 

 

595,789

 

 

 

1,065,324

 

Vehicles, notes payable

 

 

74,656

 

 

 

86,364

 

 

 

 

12,528,394

 

 

 

15,537,331

 

Less: Current portion

 

 

(4,003,899

)

 

 

(3,480,864

)

Total long-term debt

 

$

8,524,495

 

 

$

12,056,467

 

 

The note payable – related party requires monthly principal and interest payments of $9,159, at a fixed interest rate of 7.3% through February 2017, at which time there is a balloon payment due of $1,003,000. This note payable is a result of the asset purchase agreement with GGLLC. The note payable between GGLLC and Bank of America was the subject of litigation and was settled in February 2014. See Note 12 for further details.

In October 2011, we closed an asset acquisition with Prime Table Games (“PTG”). Included within the structure of the $23 million acquisition was a $22.2 million component consisting of two promissory notes: 1) a note payable for $12.2 million, and 2) a note payable for £6.4 million GBP ($10.0 million USD) note. The notes were recorded at fair value, net of a debt discount of $1,530,000. See Note 17 for further details.

Maturities of our notes payable are as follows:

 

Maturities as of

September 30,

 

Total

 

2016

 

$

4,003,899

 

2017

 

 

4,353,044

 

2018

 

 

4,181,112

 

2019

 

 

680,535

 

2020

 

 

5,276

 

Total notes payable

 

$

13,223,866

 

Less: debt discount

 

 

(695,472

)

Notes payable, net of debt discount

 

$

12,528,394

 

 

 

NOTE 12. COMMITMENTS AND CONTINGENCIES

Operating lease obligations. In February 2014, we entered into a lease (the “Spencer Lease”) for a new corporate office with an unrelated third party. The 5-year Spencer Lease is for a building approximately 24,000 square feet in size, which is comprised of approximately 16,000 square feet of office space and an 8,000 square foot warehouse. The property is located in Las Vegas, Nevada.

The initial term of the Spencer Lease commenced on April 1, 2014. We paid approximately $153,000 in annual base rent in the first year, which increases by approximately 4% each year. We are also obligated to pay real estate taxes and other building operating costs. Subject to certain conditions, we have certain rights under the Spencer Lease, including rights of first offer to purchase the premises if the landlord elects to sell. We also have an option to extend the term of the Spencer Lease for two consecutive terms of three years each, at the then current fair market value rental rate determined in accordance with the terms of the Spencer Lease.

In connection with the Spencer Lease, the landlord has agreed to finance tenant improvements (“TI Allowance”) of $150,000. The base rent is increased by an amount sufficient to fully amortize the TI Allowance through the Spencer Lease term upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of 5.5% per annum. The TI Allowance has been classified as a capital lease on the balance sheet.  See Note 10.

Pursuant to the Spencer Lease, we have the option to terminate the Spencer Lease effective at the end of the 36th month (“Termination Date”). We must deliver written notice of our intention to terminate the Spencer Lease to the landlord at least six months before the Termination Date. In the event we exercise our option to terminate, we must pay the landlord a termination fee equal to the sum of

12


(i) all unamortized TI Allowance amounts, plus (ii) all unamortized leasing commissions paid by landlord with respect to the Spencer Lease, plus (iii) all unamortized rental abatement amounts.

Total rent expense was $206,239 and $187,722 for the nine months ended September 30, 2015 and 2014, respectively.

Future minimum lease payments are as follows:

 

Twelve Months Ended

September 30,

 

Annual Obligation

 

2016

 

$

220,491

 

2017

 

 

229,236

 

2018

 

 

237,972

 

2019

 

 

184,794

 

2020

 

 

1,401

 

Total Estimated Lease Obligations

 

$

873,894

 

 

Legal proceedings. In the ordinary course of conducting our business, we are, from time to time, involved in various legal proceedings, administrative proceedings, regulatory government investigations and other matters, including those in which we are a plaintiff, that are complex in nature and have outcomes that are difficult to predict. In accordance with topic ASC Topic 450, we record accruals for such contingencies to the extent that we conclude that it is probable that a liability will be incurred and the amount of the related loss can be reasonably estimated. Our assessment of each matter may change based on future unexpected events. An unexpected adverse judgment in any pending litigation could cause a material impact on our business operations, intellectual property, results of operations or financial position. Unless otherwise expressly stated, we believe costs associated with litigation will not have a material impact on our financial position or liquidity, but may be material to the results of operations in any given period. We assume no obligation to update the status of pending litigation, except as may be required by applicable law, statute or regulation. For a complete description of the facts and circumstances surrounding material litigation to which we are a party, see Note 11 in Item 8. “Financial Statements and Supplementary Data” included in our annual report on Form 10-K for the year ended December 31, 2014. There are no material updates to matters previously reported on Form 10-K for the year ended December 31, 2014, except:

In-Bet litigation.  In November 2014, we filed a complaint for patent infringement against In Bet Gaming, Inc. and In Bet, LLC, alleging that their “In-Between” side bet game infringes on one or more of our patents.  The litigation is currently pending.

Red Card Gaming & AGS litigation.  In September 2012, we executed an asset purchase agreement (“APA”) with Red Card Gaming, Inc. (“RCG”), for the purchase of all the rights, title and interest in and for the game known as High Card Flush and all associated intellectual property.  The APA included customary non-compete, non-disparagement and right of first refusal provisions.  In 2014, AGS, LLC (“AGS”) purchased RCG’s rights in the APA and became the assignee of the APA.  In September 2014 we notified RCG of their material breach of the APA and discontinued contingent consideration payments.  In November 2014, RCG and AGS attempted to terminate the APA and in December 2014, filed a complaint against us alleging trademark infringement.  We filed a cross-complaint against RCG and AGS alleging conspiracy to breach the APA, misappropriation of our trade secrets, infringement of our trademark and copy rights and interference with customer relationships.  As of the date of this Report, there were pending cross motions for preliminary injunctions in which the parties seek to enjoin each other from selling the High Card Flush game.  The parties have agreed the substance of the dispute is to be heard in arbitration, which is scheduled for November 2015.

 

 

NOTE 13. STOCKHOLDERS’ EQUITY

We had 65,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value preferred stock authorized as of September 30, 2015.

In February 2014, an independent contractor (the “Contractor”) was granted 150,000 shares of our restricted common stock. Of this amount, 75,000 vested and transferred immediately, and the remaining 75,000 vested in equal installments through (and transferred on) January 1, 2015.

In March 2014, Norm DesRosiers, one of our Directors, was granted 100,000 shares of our restricted common stock as condition of his Board of Directors Director Service Agreement. The fair market value of the grant was $28,000, which was determined using our closing stock price at March 1, 2014.  The restricted stock grant vested immediately.

In May 2014, William A. Zender, one of our Directors, was granted 75,000 shares of our restricted common stock as a condition of his Board of Directors Director Service Agreement.  The fair market value of the grant was $35,250, which was determined using our closing stock price at May 1, 2014, the date of the grant.  The restricted stock grant vested immediately.

13


In December 2014, the Board of Directors approved a stock grant for a small group of employees that granted 255,000 shares of restricted common stock.  The fair market value of the grant was $102,000, which was determined using our closing stock price at December 29, 2014, the date of the grant.  The restricted stock grant vested immediately.

In December 2014, the Compensation Committee of the Board of Directors approved a bonus in the form of stock compensation to our Chief Financial Officer Gary A. Vecchiarelli, based on Mr. Vecchiarelli’s individual performance.  The stock grant was for 100,000 restricted shares of our common stock with a fair market value of $40,000.  The value of the bonus was determined using our closing stock price at December 29, 2014, the date of the grant.

In April 2015, Bryan Waters, one of our Directors, was granted 75,000 shares of our restricted common stock as condition of his Board of Directors Director Service Agreement.  The fair market value of the grant was $22,500, which was determined using our closing stock price as April 1, 2015, the date of the grant.  The restricted stock grant vested immediately.

There were 39,065,591 common shares and no preferred shares issued and outstanding at September 30, 2015.

 

 

NOTE 14. RELATED PARTY TRANSACTIONS

Through April 2014, we leased our prior offices located on O’Bannon Drive in Las Vegas from the Saucier Business Trust, an entity that is related to our CEO.  The lease was entered into effective September 1, 2010 for a period of two years requiring a monthly rental payment of $10,360.  Our lease expired at the end of August 2012 and then converted to a term of month-to-month.  Total payments made were $-0- and $37,296 for the nine month periods ended September 30, 2015 and 2014, respectively.

We have a note receivable from Abyss Group, LLC (“Abyss”), an entity that was formerly related to the wife of our CEO. Subsequently, Abyss assigned the note to Carpathia Associates, LLC (“Carpathia”), an entity controlled by our CEO.  This note receivable was acquired as part of the 2007 asset purchase agreement with GGLLC.  The note receivable is a ten-year unsecured note with a 6% fixed interest rate, monthly principal and interest payments of $6,598 with the unpaid principal and interest due in February 2017. The terms of the note were amended whereby the monthly principal and interest payment was reduced to $3,332 and the unpaid principal and interest is due August 2015.  The balance as of September 30, 2015 and December 31, 2014 was $0 and $383,298, respectively. Interest income associated with this note receivable was $13,443 and $16,432 for the nine month periods ended September 30, 2015 and 2014, respectively.

 

We have a note payable to a related party, GGLLC, an entity formerly controlled by our CEO.  Subsequently, GGLLC assigned the note to Carpathia.  The note payable requires monthly principal and interest payments of $9,159, at a fixed interest rate of 7.3% through February 2017, at which time there is a balloon payment due of $1,003,000. The balance as of September 30, 2015 and December 31, 2014 was $595,789 and $1,065,324, respectively. This note payable is a result of the asset purchase agreement with GGLLC.

 

On August 10, 2015, our  Board of Directors approved an agreement between the Company and Carpathia Associates, LLC, an entity which is owned and controlled by our Chief Executive Officer, Robert  Saucier (the “Agreement”).  The Agreement amends the terms of the note receivable and note payable previously entered into between the parties by offsetting the note receivable and note payable between the two parties.  The effective result will be that the balloon payment of $437,313, due under the terms of the note receivable from Carpathia, will be applied to the outstanding note payable due to Carpathia.  The Board believes that the Company benefits from the arrangement as the Agreement extends the note payable’s balloon payment from February 2017 to December 2018.  The balloon payment due in December 2018 will be $354,480. The foregoing summary of the Agreement is qualified in its entirety by to the full context of the agreement which is found as Exhibity 99.1 to this filing.

On October 26, 2015 (the “Effective Date”), Galaxy Gaming, Inc. (the “Company”) entered into a Promissory Note (the “Note”) with Robert Saucier, Chief Executive Officer, pursuant to which the Company has agreed to repay a loan of $500,000 made by Mr. Saucier to the Company.  Under the terms of the Note, $590,000 shall be due on or before one year from the Effective Date, unless the Company pays Mr. Saucier $535,000 on or before six months from the Effective Date, in which case the Company will have fulfilled all of its obligations under the Note. The foregoing summary of the Note is qualified in its entirety by to the full context of the Note which Is found as Exhibit 10.1 to our Form 8-K filed with the SEC on October 28, 2015.

 

 

NOTE 15. INCOME TAXES

Our forecasted effective tax rate at September 30, 2015 is 47.6%, a .3% decrease from the 47.9% effective tax rate recorded at September 30, 2014. After a discrete income of $2,712, the effective tax rate for the nine months ended September 30, 2015 was 47%.  The discrete tax income was primarily due to changes in estimate for the domestic manufacturing deduction.

 

 

14


NOTE 16. STOCK WARRANTS, OPTIONS AND GRANTS

Warrant activity. We have accounted for warrants as equity instruments in accordance with EITF 00-19 (ASC 815-40) Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock , and as such, will be classified in stockholders’ equity as they meet the definition of “…indexed to the issuer’s stock” in EITF 01-06 (ASC 815-40) The Meaning of Indexed to a Company’s Own Stock . In prior years, we estimated the fair value of the warrants using the Black-Scholes option pricing model based on assumptions at the time of issuance.

A summary of current warrant activity is as follows:

  

 

 

Common Stock Warrants

 

 

Weighted Average Exercise Price

 

Outstanding – January 1, 2014

 

 

616,667

 

 

$

0.56

 

Issued

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Expired

 

 

(616,667

)

 

 

0.56

 

Outstanding – December 31, 2014

 

 

 

 

 

 

Issued

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Outstanding – September 30, 2015

 

 

 

 

$

 

Exercisable – September 30, 2015

 

 

 

 

$

 

 

Stock options. For the nine months ended September 30, 2015 and 2014, we issued 412,500 and 202,083 stock options, respectively. Stock options issued to members of our Board of Directors were 200,000 and 108,333 for the nine months ended September 30, 2015 and 2014, respectively. Stock options issued to independent contractors were 112,500 and 93,750 for the nine months ended September 30, 2015 and 2014, respectively.  

 

During the nine months ended September 30, 2015, we issued 100,000 stock options to an employee, with a vesting period of three years.  The strike price was equal to the stock price at the date of the grant.

 

All stock options granted for the nine months ended September 30, 2015 and 2014 were calculated to have fair values of $72,580 and $30,554, respectively, using the Black-Scholes option pricing model with the following assumptions:

 

 

 

 

Options Issued

Nine Months Ended

September 30, 2015

 

Dividend yield

 

 

0%

 

Expected volatility

 

84% - 85%

 

Risk free interest rate

 

1.37% - 1.63%

 

Expected life (years)

 

 

5.00

 

 

A summary of stock option activity is as follows:

 

 

 

Common Stock Options

 

 

Weighted Average

Exercise Price

 

Outstanding – January 1, 2014

 

 

100,000

 

 

$

0.25

 

Issued

 

 

281,250

 

 

 

0.41

 

Exercised

 

 

 

 

 

 

Expired

 

 

 

 

 

 

Outstanding – December 31, 2014

 

 

381,250

 

 

$

0.36

 

Issued

 

 

420,833

 

 

 

0.26

 

Exercised

 

 

 

 

 

 

Expired