UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

For the fiscal year ended December 31, 2020

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

(Registrant’s telephone number)

 

Securities registered under 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes      No  

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth Company

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.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s second fiscal quarter. $21,069,348.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 21,970,638 common shares as of March 26, 2021. 

 

 

 


 

GALAXY GAMING, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS 

 

 

 

  

 

 

PART I

 

Item 1.

 

 

Business

  

4

Item 1A.

 

Risk Factors

  

9

Item 1B.

 

Unresolved Staff Comments

  

9

Item 2.

 

Properties

  

9

Item 3.

 

Legal Proceedings

  

9

Item 4.

 

Mine Safety Disclosures

  

9

 

PART II

 

Item 5.

 

 

Market for Registrant’s Common Equity and Related Stockholder Matters

  

10

Item 6.

 

Selected Financial Data

  

11

Item 7.

 

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

  

12

Item 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

  

14

Item 8.

 

Financial Statements and Supplementary Financial Information

  

15

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

38

Item 9A.

 

Controls and Procedures

  

38

Item 9B.

 

Other Information

  

38

 

PART III

 

Item 10.

 

 

Directors, Executive Officers and Corporate Governance

  

39

Item 11.

 

Executive Compensation

  

39

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

  

39

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  

39

Item 14.

 

Principal Accounting Fees and Services

  

39

 

PART IV

 

Item 15.

 

 

Exhibits and Financial Statement Schedules

  

40

 

 

 

2


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that do not relate to historical or current facts but are “forward-looking” statements. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to future events or trends, our future prospects and proposed new products, services, developments or business strategies, among other things. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, could, would, estimate, expect, indicate, intent, may, plan, predict, project, pursue, will continue and other similar terms and phrases, as well as the use of the future tense.

Actual results could differ materially from those expressed or implied in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent known and unknown risks and uncertainties. You should not assume at any point in the future that the forward-looking statements in this report are still valid. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances.

 

3


 

PART I

 

ITEM 1. BUSINESS

BUSINESS

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 and to cruise ship companies. We license our products and services for use solely in legalized gaming markets.

Products and Services

Proprietary Table Games. Casinos use Proprietary Table Games together with or in lieu of other games in the public domain (e.g. Blackjack, Craps, Roulette, etc.) because of their popularity with players and to increase profitability. Typically, Proprietary Table Games are grouped into two product types referred to as “Side Bets” and “Premium Games.” Side Bets are proprietary features and wagering options typically added to public domain games such as poker, baccarat, pai gow poker, craps and blackjack table games. Examples of our Side Bets include 21+3, Lucky Ladies and Bonus Craps. Premium Games are unique stand-alone games with their own set of rules and strategies. Examples of our Premium Games include Heads Up Hold ’em, High Card Flush, Cajun Stud and Three Card Poker. Generally, Premium Games generate higher revenue per table placement than the Side Bet games. At December 31, 2020, our games were being played on 5,073 tables in 586 physical casinos in the markets listed above.

Enhanced Table Systems. Enhanced Table Systems are electronic enhancements used on casino table games to add to player appeal and to enhance game security. An example in this category is our Bonus Jackpot System (“BJS”), an advanced electronic system installed on gaming tables designed to collect data by detecting player wagers and other game activities. This information is processed and used to improve casino operations by evaluating game play, to improve dealer efficiency and to reward players through the offering of jackpots and other bonusing mechanisms. Typically, the BJS system includes an electronic video display, known as TableVision, which shows game information designed to generate player interest and to promote various aspects of the game. The BJS system can also be used to network numerous gaming tables together into a common system either within a casino or through the interconnection of multiple casinos, which we refer to as our Inter-Casino Link System.

iGaming. On August 21, 2020, we completed the acquisition of 100% of the member interests in Progressive Games Partners, LLC (“PGP”). PGP holds the exclusive worldwide rights to a number of games titles (including ours) for relicensing to operators of online gaming systems principally in Europe, the United Kingdom, and, more recently, the United States. Prior to the acquisition, PGP had been the exclusive distributor of our games to the online gaming sector; by making the acquisition of PGP, we effectively eliminated the distributor fee that PGP charged us and we now also receive the revenue PGP earns on the content of other licensors (to whom we pay a royalty fee). At December 31, 2020, PGP had contracts to license 14 games from 8 licensors, as well as our own content, and had contracts with 16 online operators for the use of that content. In many cases, these online operators provide “white label” gaming infrastructure for many separate online casino brands with the result that the content that PGP licenses can appear on hundreds of online gaming sites. PGP’s contracts with online operators prohibit those operators from deploying the content in markets where it is not legal to do so.

Recurring Revenue and Gross Profit

A majority of our clients contract with us to use our products and services on a month-to-month basis with typically a 30–45 day termination notice requirement. We invoice our clients monthly, either in advance for unlimited use or in arrears for actual use, depending on the product or contract terms. Such recurring revenues accounted for substantially all of our total revenues in 2020 and 2019. Our license revenues have few direct costs thereby generating high gross profit margins. We do not report “gross profit” in our statements of operations included in this report. Instead, gross profit would be comparable to “revenues” minus “cost of ancillary products and assembled components,” both of which are presented in our statements of operations.

For more information about our revenues, operating income and assets, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Financial Information” included in this report.

4


STRATEGY

Our long-term business strategy focuses on increasing our value to casino clients by offering them enhanced services and support, and by producing innovative products and game play methodologies that their players enjoy. We believe that by increasing the value of our products and services to clients, we can continue to build our recurring revenues in both existing and new markets. To achieve this objective, we employ the following strategies:

 

Expand our portfolio of services, products and technologies;

 

Increase our per unit revenues by leveraging our Enhanced Table Systems;

 

Expand the number of markets we serve;

 

Grow our iGaming content and partner base.

Expand our portfolio of services, products and technologies. Our strategy is to be an important vendor to casino operators by offering a complete and comprehensive portfolio of services, games, products, systems, technologies and methodologies for casino table games. We continuously develop and/or seek to acquire new proprietary table games to complement our existing offerings and to extend our penetration of proprietary table games on the casino floor.  

Increase our revenue per unit by leveraging our Enhanced Table Systems. Our Enhanced Table Systems are placed on tables where we already have our side bet or premium game content deployed. By adding our Enhanced Table Systems, we significantly increase the revenue we earn from that table. Gaming operators deploy the Enhanced Table Systems because they generally increase the win for the casino by an amount that significantly exceeds the cost to license the system from us. Our product strategy includes making Electronic Table Systems that support a multitude of side bets and premium games across several casino game segments (e.g., blackjack, craps, roulette, baccarat, etc.).

Expand the number of markets we serve. There are table games markets in North America that we do not serve or in which we cannot offer our full suite of products and services. In general, this is because we are not licensed to serve casinos in that market or the license we have limits the products and services we can provide. Consequently, we are seeking to increase the number of jurisdictions in which we are licensed and to upgrade those licenses that limit our product and service offering. We believe that the redemption transaction we undertook in 2019 (discussed below in the “Significant 2019 Business Developments” section) will help us with our licensing activities in new markets, including table games markets outside of the United States.

 

Grow our iGaming content and partner base. We have licensed our content to the iGaming segment for several years through our distributor, PGP. In 2020, we acquired PGP in order to improve our financial results from the iGaming segment by eliminating the distribution fee to PGP and by adding the revenue that PGP earns from licensing the content owned by itself and others. The COVID pandemic has resulted in a significant increase in jurisdictions considering legalizing iGaming, in many cases in concert with legalizing sports wagering. We intend to increase our revenues from iGaming in several ways. First, we expect that our existing licensees will see growth in their current markets while adding new markets in the U.S. and elsewhere. Second, we intend to add new licensees in the iGaming segment. And finally, we intend to add to the number of games that we license to both existing and new licensees.

COMPETITION

We compete with several companies that develop and provide proprietary table games, electronic gaming platforms, game enhancements and related services. We believe that the principal competitive factors in our market include products and services that appeal to casinos and players, jurisdictional approvals and a well-developed sales and distribution network.

We believe that our success will depend upon our ability to remain competitive in our field. Competition can be based on price, brand recognition, player appeal and the strength of underlying intellectual property and superior customer service. Larger competitors may have longer operating histories, greater brand recognition, more firmly established supply relationships, superior capital resources, distribution and product inventory than we do. Smaller competitors may be more able to participate in developing and marketing table games, compared to other gaming products, because of the lower cost and complexity associated with the development of these products and a generally less stringent regulatory environment. We compete with others in efforts to obtain or create innovative products, obtain financing, acquire other gaming companies, and license and distribute products. We compete on these bases, as well as on the strength of our sales, service and distribution channels.

Our competitors include, but are not limited to, Scientific Games Corporation; Play AGS, Inc.; TCS/John Huxley; and Masque Publishing. Most of these competitors are larger than we are, have more financial resources than we do, and have more business segments than we do. In addition, we expect additional competitors to emerge in the future. There can be no assurances that we will be able to compete effectively in the future and failure to compete successfully in the market could have a material adverse effect on our business.

5


SUPPLIERS

We own outright the content for most of our Side Bets and Premium Games and therefore do not depend on suppliers for the majority of our revenues from these games. However, there are some games that we have licensed from others and to whom we pay royalty fees when we license those games to others (including in the online gaming sector).We generally have multi-year licensing agreements for this content. With respect to our Enhanced Table Systems, we obtain most of the parts for our products from third party suppliers, including both off-the-shelf items as well as components manufactured to our specifications. We also assemble a small number of parts in-house that are used both for product assembly and for servicing existing products. We generally perform warehousing, quality control, final assembly and shipping functions from our facilities in Las Vegas, Nevada, although small inventories are maintained, and repairs are performed by our field service employees. We believe that our sources of supply for components and raw materials are adequate and that alternative sources of materials are available.

RESEARCH AND DEVELOPMENT

We seek to develop and maintain a robust pipeline of new products and services to bring to market. We employ a staff of hardware and software engineers, graphic artists and game developers at our corporate offices to support, improve and upgrade our products and to develop and explore other potential table game products, technologies, methodologies and services. We also will use outside services for research and development from time to time.

INTELLECTUAL PROPERTY

Our products and the intellectual property associated with them are typically protected by patents, trademarks, copyrights and non-compete agreements. However, there can be no assurance that the steps we have taken to protect our intellectual property will be sufficient. Further, in the United States certain court rulings may make it difficult to enforce patents around the math relating to casino games, which makes us more dependent on copyrights and trademarks for protection. In addition, the laws of some foreign countries do not protect intellectual property to the same extent as the laws of the United States, which could increase the likelihood of infringement. Furthermore, other companies could develop similar or superior products without violating our intellectual property rights. If we resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome, disruptive and expensive, and distract the attention of management, and there can be no assurance that we would prevail.

We have been subject to litigation claiming that we have infringed the rights of others and/or that certain of our patents and other intellectual property are invalid or unenforceable. We have also brought actions against others to protect our rights.  

GOVERNMENT REGULATION

We are subject to regulation by governmental authorities in most jurisdictions in which we offer our products. The development and distribution of casino games, gaming equipment, systems technology and related services, as well as the operation of casinos, are all subject to regulation by a variety of federal, state, international, tribal, and local agencies with the majority of oversight provided by individual state gaming control boards. While the regulatory requirements vary by jurisdiction, most require:

 

Findings of suitability for the Company, individual officers, directors, key employees and major shareholders;

 

Documentation of qualification, including evidence of financial stability;

 

Specific product approvals for games and gaming equipment; and

 

Licenses, registrations and/or permits.

Gaming regulatory requirements vary from jurisdiction to jurisdiction, and obtaining licenses, registrations, findings of suitability for our officers, directors, and principal stockholders and other required approvals with respect to us, our personnel and our products are time consuming and expensive. Generally, gaming regulatory authorities have broad discretionary powers and may deny applications for or revoke approvals on any basis they deem reasonable. We have approvals that enable us to conduct our business in numerous jurisdictions, subject in each case to the conditions of the particular approvals. These conditions may include limitations as to the type of game or product we may sell or lease, as well as limitations on the type of facility, such as riverboats, and the territory within which we may operate, such as tribal nations. Gaming laws and regulations serve to protect the public interest and ensure gambling related activity is conducted honestly, competitively and free of corruption. Regulatory oversight additionally ensures that the local authorities receive the appropriate amount of gaming tax revenues. As such, our financial systems and reporting functions must demonstrate high levels of detail and integrity.

6


We also have authorizations with certain Native American tribes throughout the United States that have compacts with the states in which their tribal dominions are located or operate or propose to operate casinos. These tribes generally require suppliers of gaming and gaming-related equipment to obtain authorizations. Gaming on Native American lands within the United States is governed by the Federal Indian Gaming Regulatory Act of 1988 (“IGRA”) and specific tribal ordinances and regulations. Class III gaming (table games and slot machines, for example), as defined under IGRA, also requires a Tribal-State Compact, which is a written agreement between a specific tribe and the respective state. This compact authorizes the type of Class III gaming activity and the standards, procedures and controls under which the Class III gaming activity must be conducted. The National Indian Gaming Commission (“NIGC”) has oversight authority over gaming on Native American lands and generally monitors tribal gaming, including the establishment and enforcement of required minimum internal control standards. Each tribe is sovereign and must have a tribal gaming commission or office established to regulate tribal gaming activity to ensure compliance with IGRA, NIGC, and its Tribal-State Compact. We have complied with each of the numerous vendor licensing, specific product approvals and shipping notification requirements imposed by Tribal-State Compacts and enforced by tribal and/or state gaming agencies under IGRA in the Native American lands in which we do business.

The nature of the industry and our worldwide operations make the license application process very time consuming and require extensive resources. We engage legal resources familiar with local customs in certain jurisdictions to assist in keeping us compliant with applicable regulations worldwide. Through this process, we seek to assure both regulators and investors that all our operations maintain the highest levels of integrity and avoid any appearance of impropriety.

We have obtained or applied for all required government licenses, permits, registrations, findings of suitability and approvals necessary to develop and distribute gaming products in all jurisdictions where we directly operate. Although many regulations at each level are similar or overlapping, we must satisfy all conditions individually for each jurisdiction. Additionally, in certain jurisdictions we license our products through distributors authorized to do business in those jurisdictions.

In addition to what may be required of our officers, board members, key employees and substantial interest holders, any of our stakeholders, including but not limited to investors, may be subject to regulatory requests and suitability findings. Failure to comply with regulatory requirements or obtaining a finding of unsuitability by a regulatory body could result in a substantial or total loss of investment.

In the future, we intend to seek the necessary registrations, licenses, approvals, and findings of suitability for us, our products, and our personnel in other jurisdictions throughout the world. However, we may be unable to obtain such necessary items, or if such items are obtained, may be revoked, suspended, or conditioned. In addition, we may be unable to obtain on a timely basis, or to obtain at all, the necessary approvals of our future products as they are developed, even in those jurisdictions in which we already have existing products licensed or approved. If the necessary registrations are not sought after or the required approvals not received, we may be prohibited from selling our products in that jurisdiction or may be required to sell our products through other licensed entities at a reduced profit.

EMPLOYEES

We have 30 full-time employees, including executive officers, management personnel, accounting personnel, office staff, sales staff, service technicians and research and development personnel. As needed, we also employ part-time and temporary employees and pay for the services of independent contractors.

Significant 2020 Business Developments

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 (“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 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details.

There is ongoing litigation between the Company and Triangulum related to the redemption and other matters. See Note 11 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details.

Membership Interest Purchase Agreement. On February 25, 2020, Galaxy Gaming entered into a Membership Interest Purchase Agreement, dated February 25, 2020 (the “Purchase Agreement”), between the Company and the membership interest holders of PGP.

7


On August 21, 2020, the Company entered into a First Amendment to the Purchase Agreement between the Company and the membership interest holders of PGP. The First Amendment, among other things, fixed the cash portion of the purchase price at $6.425 million and established that the stock portion would be 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.

 

On August 21, 2020, the Company completed the acquisition of 100% of the member interests in PGP. The entirety of the purchase price ($10,414,528) has been allocated to customer relationships and is included in Other intangible assets, net, on the Company’s balance sheet. See Note 7 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” 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 December 31, 2020, the remaining balance owed to the sellers was $36,663.

 

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.

 

As of the date of this filing, many land-based casinos have begun to re-open with significantly reduced occupancy and other limitations. As they reopen, it will take additional time for their operations to return to pre-crisis levels. 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 the shutdown. 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.

 

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. Also, on April 17, 2020, the Company obtained an unsecured loan of $835,300 through Zions Bancorporation, N.A. dba Nevada State Bank under the Paycheck Protection Program (the “PPP Loan”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act (the “Flexibility Act”). On July 16, 2020, the Company filed an application and supporting documentation for forgiveness in full of the PPP Loan. On November 21, 2020, the Company received notification the PPP Loan had been forgiven in full. Pursuant to 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 million from Zions Bancorporation N.A., dba Nevada State Bank under this program. See Note 10 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details.

 

As of the date of this filing, the Company believes that it has adequate liquidity to meet its short-term obligations. If the effects of the COVID-19 crisis endure or there is another period of casino closures, we may be required to reassess our obligations, including our ability to pay employee compensation and benefits.

 

The COVID-19 crisis may change the behavior of gaming patrons. Most of our clients operate places of public accommodation, and their patrons may reduce visitation and play as a precaution. Further, governmental authorities may continue to impose reduced hours of operation or limit the capacity of such places of public accommodation. A long-term reduction in play could have a material adverse impact on our results of operations. Depending on the length and severity of any such adverse impact, we may fail to comply with our obligations, including covenants in our credit agreement, and we may need to reassess the carrying value of our assets.

 

Credit Agreement Amendments. See Note 10 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details of amendments made to the Company’s credit agreement.

 

8


ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

A smaller reporting company is not required to provide the information required by this Item.

 

ITEM 2. PROPERTIES

We do not own any real property used in the operation of our current business. We maintain our corporate office at 6480 Cameron Street, Suite 305, Las Vegas, Nevada, where we currently occupy approximately 14,000 square feet of combined office and warehouse space. We also maintain a small warehouse and service facility in Kent, Washington and a small office in Richland, Washington. See Note 9 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details.

 

ITEM 3. LEGAL PROCEEDINGS

We have been named in and have brought lawsuits in the normal course of business. See Note 11 to our audited financial statements included in Item 8 “Financial Statements and Supplementary Financial Information” for further details.

 

ITEM 4. MINE SAFETY DISCLOSURES

A smaller reporting company is not required to provide the information required by this Item.

 

 

 

9


 

PART II

 

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTCQB marketplace (“OTCQB”) under the ticker symbol GLXZ.

The following table sets forth the range of high and low closing sale prices for our common stock for each of the periods indicated as reported by the OTCQB.

 

 

 

2020

 

 

2019

 

Quarter Ended

 

High ($)

 

 

Low ($)

 

 

High ($)

 

 

Low ($)

 

March 31,

 

 

1.95

 

 

 

0.70

 

 

 

2.15

 

 

 

1.39

 

June 30,

 

 

1.36

 

 

 

0.73

 

 

 

1.84

 

 

 

1.57

 

September 30,

 

 

1.36

 

 

 

1.08

 

 

 

1.99

 

 

 

1.49

 

December 31,

 

 

1.95

 

 

 

0.95

 

 

 

2.24

 

 

 

1.58

 

 

The Securities and Exchange Commission (the “SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty buying or selling our securities.

HOLDERS OF OUR COMMON STOCK

As of March 26, 2021, we had 21,970,638 shares of our common stock issued and outstanding and 35 shareholders of record.

DIVIDEND POLICY

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

We would not be able to pay our debts as they become due in the usual course of business; or

 

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. We are prohibited from paying dividends while our MSPLP is outstanding and for one year thereafter. See Note 10.

TRANSFER AGENT

Our stock transfer agent and registrar is Philadelphia Stock Transfer, Inc. located at 2320 Haverford Street, Ardmore, PA 19003. Their telephone number is (484) 416-3124.

10


 

ITEM 6. SELECTED FINANCIAL DATA

 

A smaller reporting company is not required to provide the information required by this Item.

11


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of our financial condition, results of operations and liquidity and capital resources as of and for the years ended December 31, 2020 and 2019. This discussion should be read together with our audited consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Financial Information. Some of the information contained in this discussion includes forward-looking statements that involve risks and uncertainties; therefore our “Special Note Regarding Forward-Looking Statements” should be reviewed for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, such forward-looking statements.

OVERVIEW

We develop, acquire, assemble and market technology and entertainment-based products and services for the gaming industry for placement on the casino floor and legal internet gaming sites. Our products and services primarily relate to licensed casino operators’ table games activities and focus on either increasing their profitability, productivity and security or expanding their gaming entertainment offerings in the form of proprietary table games, electronically enhanced table game platforms, fully-automated electronic tables and other ancillary equipment. In addition, we license intellectual property to legal internet gaming operators. Our products and services are offered in highly regulated markets throughout the world. Our products are assembled at our headquarters in Las Vegas, Nevada, as well as outsourced for certain sub-assemblies in the United States.

Results of operations for the years ended December 31, 2020 and 2019. For the year ended December 31, 2020, we generated gross revenues of $10,230,316 compared to $21,300,996 in 2019, representing a decrease of $11,070,680, or 52.0%. This decrease was primarily attributable to the COVID-19 crisis, as many of our land-based casino customers remained closed through the end of 2020, and those that were open had reduced capacity or realized reduced visitation which, in turn, resulted in us realizing no revenue from those that were closed and reduced revenue from those that were open. We continued to realize revenue from licensing our game content to the online gaming market through the end of 2020. With the PGP acquisition in the third quarter, we began to recognize revenue from licensing the newly-acquired game content of others to the online gaming market.

Selling, general and administrative expenses were $8,964,930 in 2020 compared to $13,295,475 in 2019, representing a decrease of $4,330,545, or 32.6%. This decrease was primarily due to a decrease in compensation-related expenses directly related to the COVID-19 crisis (reduction in workforce, removal of bonuses and lower commissions and distributor fees). Lower legal fees contributed to the decrease as well. Prior year legal expenses included expenses associated with our strategic review, the Triangulum Lawsuit and the related contested proxy campaign. Current year legal expenses were comprised mainly of expenses related to the Triangulum Lawsuit. Also, the decrease in expenses related to travel and entertainment, royalty expenses and advertising and marketing were directly related to the COVID-19 crisis. In 2020, the Company incurred $652,198 in expenses associated with the Triangulum Lawsuit and $20,058 of severance expense. Excluding these costs, selling, general and administrative expenses as a percentage of gross revenue was 81.1% in 2020, compared to 53.8% in 2019.  

Research and development expenses were $487,679 in 2020 compared to $821,127 in 2019, representing a decrease of $333,448, or 40.6%. This decrease was primarily due to lower payroll and related expenses as a result of the departure of the former Chief Technology Officer in July 2019. Also, consulting expenses decreased due to the Company no longer using certain third-party research and development firms.

Share-based compensation expenses were $737,991 in 2020 compared to $927,696 in 2019, representing a decrease of $189,705, or 20.4%. This decrease was mainly due to fewer restricted shares issued and at a lower stock price than the comparable prior-year period.

As a result of the changes described above, loss from operations was $2,255,010 in 2020 compared to income from operations of $4,072,676 in 2019, a decrease of $6,327,686, or 155.4%.

Total interest expense was $683,357 in 2020 compared to $679,201 in 2019, an increase of $4,156, or 0.6%. The increase was mainly attributable to lower interest on our Term Loan due to lower balances, offset by interest expense on our Revolving Loan (which was undrawn in 2019).

Share redemption consideration was $781,928 in 2020 compared to $510,775 in 2019, an increase of $271,153, or 53.1%. The increase was attributable to the Triangulum Redemption Consideration Obligation, which was outstanding for only a portion of the prior-year period.

On November 21, 2020, the Company received notification the PPP Loan had been forgiven in full, including the original loan amount of $835,300 plus $4,943 in accrued interest.

 

The benefit for income taxes was ($605,936) in 2020 based on an effective rate of 17.42 percent compared to the provision of $10,018 in 2019 based on an effective rate of 0.3 percent. The 17.42 percent effective tax rate for 2020 differed from the statutory federal income

12


tax rate of 21.0 percent and was primarily attributable to (i) the income tax benefit of approximately $1.2 million as a result of the net operating loss carryback provisions of the CARES Act and (ii) the income tax provision of approximately $560,000 as a result of a valuation allowance placed against the Company's certain deferred tax assets.

Adjusted EBITDA. Adjusted EBITDA includes adjustments to net (loss) income to exclude interest, income taxes, depreciation, amortization, share based compensation, gain on extinguishment of debt, foreign currency exchange loss (gain), change in estimated fair value of interest rate swap liability and severance and other expenses related to litigation. Adjusted EBITDA is not a measure of performance defined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). However, Adjusted EBITDA is used by management to evaluate our operating performance. Management believes that disclosure of the Adjusted EBITDA metric offers investors, regulators and other stakeholders a view of our operations in the same manner management evaluates our performance. When combined with U.S. GAAP results, management believes Adjusted EBITDA provides a comprehensive understanding of our financial results. Adjusted EBITDA should not be considered as an alternative to net income or to net cash provided by operating activities as a measure of operating results or of liquidity. It may not be comparable to similarly titled measures used by other companies, and it excludes financial information that some may consider important in evaluating our performance. A reconciliation of U.S. GAAP net income to Adjusted EBITDA is as follows:

 

 

 

Years ended December 31,

 

Adjusted EBITDA Reconciliation:

 

2020

 

 

2019

 

Net (loss) income

 

$

(2,208,887

)

 

$

2,943,376

 

Interest expense

 

 

683,357

 

 

 

679,201

 

Share redemption consideration

 

 

781,928

 

 

 

510,775

 

Interest income

 

 

(25,702

)

 

 

(68,634

)

Depreciation and amortization

 

 

2,222,042

 

 

 

1,953,560

 

Share-based compensation

 

 

737,991

 

 

 

927,696

 

Foreign currency exchange loss (gain)

 

 

34,961

 

 

 

(46,375

)

Change in estimated fair value of interest rate swap liability

 

 

(74,487

)

 

 

44,315

 

(Benefit) provision for income taxes

 

 

(605,937

)

 

 

10,018

 

Paycheck Protection Program Loan forgiveness

 

 

(840,243

)

 

 

 

Rebranding expense

 

 

 

 

 

147,490

 

Severance expense

 

 

20,058

 

 

 

227,312

 

Special project expense(1)

 

 

652,198

 

 

 

1,470,563

 

Adjusted EBITDA

 

$

1,377,279

 

 

$

8,799,297

 

 

 

(1)

Includes expenses associated with the Triangulum Lawsuit in both 2020 and 2019 and the strategic review and related contested proxy campaign in 2019.

 

Liquidity and capital resources. We have generally been able to fund our continuing operations, our investments and the obligations under our existing borrowings through cash flow from operations. However, the COVID-19 crisis resulted in negative cash provided by operations for the year ended December 31, 2020. But based on our forecast of a gradual recovery in the casino gaming industry from the lows of Q2 2020, combined with the $3.92 million in cash we received from the MSPLP, we believe we have adequate liquidity to meet our short-term obligations. However, if COVID-19 continues to force casino closures or if the recovery from the closures is slower than we anticipate, the issuance of debt or equity financing arrangements may be required to fund future expenditures or other cash requirements. There can be no assurance that we will be successful in raising additional funding, if necessary, and even if we are successful, it may not be on advantageous terms to us. If we are not able to secure additional funding, the implementation of our business plan could be negatively affected. In addition, we may incur higher capital expenditures in the future to expand our operations. We may from time to time acquire products and businesses complementary to our business. We may also incur significant expenses when applying for new licenses or in complying with current jurisdictional requirements. As a public entity, we may issue shares of our common stock and preferred stock in private or public offerings to obtain financing, capital or to acquire other businesses that can improve our performance and growth. To the extent that we seek to acquire other businesses in exchange for our common stock, fluctuations in our stock price could have a material adverse effect on our ability to complete acquisitions.

 

As of December 31, 2020, we had total current assets of $11,562,833 and total assets of $30,574,594. This compares to $13,208,837 and $22,987,053, respectively, as of December 31, 2019. The decrease in current assets as of December 31, 2020 was primarily due to the Company closing on the Purchase Agreement in August 2020, resulting in a decrease in our cash balance. The increase in total assets as of December 31, 2020 was primarily due to an increase in our Intangibles balance of $10.4 million, as a result of acquiring customer agreements in connection with the closing on the Purchase Agreement.

13


 

Our total current liabilities as of December 31, 2020 increased to $4,201,095 from $4,157,841, primarily due the Company drawing down on its $1,000,000 Revolving Loan on March 12, 2020.

Despite the COVID-19 crisis, our business was profitable in Q1 2020. However, our business was not profitable for the remainder of 2020. We do have sufficient working capital to meet our short-term and long-term obligations as they become due. Further, we do not currently believe that the recent temporary casino closures in the both the United Kingdom and United States will result in an impairment of our assets or a default under our loan agreements.

 

We continue to file applications for new or enhanced licenses in several jurisdictions, which may result in significant future legal and regulatory expenses. A significant increase in such expenses may require us to postpone growth initiatives or investments in personnel, inventory and research and development of our products. It is our intention to continue such initiatives and investments. However, to the extent we are not able to achieve our growth objectives or raise additional capital, we will need to evaluate the reduction of operating expenses.

Our operating activities used $1,586,247 in cash for the year ended December 31, 2020, compared to cash provided of $4,890,595 for the year ended December 31, 2019. The decrease in operating cash flow was primarily due to the net loss for the period as a result of the COVID-19 crisis.

Investing activities used cash of $6,456,714 for the year December 31, 2020, compared to $163,351 for the year ended December 31, 2019. This was due to closing of the Purchase Agreement in August 2020.

Cash provided by financing activities for the year ended December 31, 2020 was $4,389,234, which resulted from the $1,000,000 draw on our Revolving Loan on March 12, 2020, $835,300 from the PPP Loan and $3,920,000 from the MSPLP (net of debt issuance costs), offset by an increase in principal payments on our long-term debt. This compares to $1,363,047 cash used in financing activities for the comparable prior period.

 

Critical Accounting Policies. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. We consider the following accounting policies to be the most important to understanding and evaluating our financial results:

Revenue recognition. We account for our revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. 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.

Goodwill and other intangible assets. Goodwill and other intangible assets are 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 amounts will be reduced, and an impairment loss will be recognized.

Long-term liabilities. The Company issued a promissory note in the face amount of $39,096,401 to Triangulum on May 6, 2019 in connection with the share redemption disclosed in Note 1. 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.

Off balance sheet arrangements. As of December 31, 2020, there were no off-balance sheet arrangements.

Recently issued accounting pronouncements. We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

 

 

14


 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

 

 

Report of Independent Registered Public Accounting Firm, Piercy Bowler Taylor & Kern Certified Public Accountants

  

16

Report of Independent Registered Public Accounting Firm, Moss Adams LLP

 

17

Consolidated Balance Sheets as of December 31, 2020 and 2019

  

19

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019

  

20

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2020 and 2019

  

21

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

  

22

Notes to Consolidated Financial Statements

  

23

 

 

 

 

 

 

 

 

 

15


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

Board of Directors and Stockholders

Galaxy Gaming, Inc.

Las Vegas, Nevada

 

Opinion on the Financial Statements.  We have audited the accompanying balance sheet of Galaxy Gaming, Inc. (the Company) as of December 31, 2019, and the related statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2019, and the notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Adoption of New Accounting Principles.  As discussed in Note 2, effective January 1, 2019, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Codification Topic 842, “Leases,” and Subtopic 350-40, “Intangibles - Goodwill and Other - Internal-Use Software,” on October 1, 2019, both using the modified retrospective transition method.  Our opinion is not modified with respect to these matters.

 

Basis for Opinion.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the United States. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

 

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

We served as the Company's auditor from 2016 to 2019.

 

/s/ Piercy Bowler Taylor & Kern

 

Piercy Bowler Taylor & Kern

Certified Public Accountants

 

Las Vegas, Nevada

March 27, 2020

 

 


16


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Shareholders and the Board of Directors

Galaxy Gaming, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Galaxy Gaming, Inc. (the “Company”) as of December 31, 2020, the related consolidated statements of operations and comprehensive income, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


Valuation of Goodwill and Intangible Assets

As described in Note 2, the Company performed a qualitative evaluation of goodwill impairment on December 31, 2020, and determined it was necessary to also perform a quantitative assessment of whether the fair value of its reporting unit was less than its carrying amount. The Company also evaluated whether certain intangible assets were recoverable by comparing the carrying value of those asset groups to their expected undiscounted future cash flows. Each of these quantitative impairment evaluations utilizes significant estimates and assumptions determined by management.  The Company used an income approach to estimate the fair value of its reporting unit, which utilizes estimates and assumptions related to forecasts of future revenues, operating margins, and the selection of the discount rates. Similarly, the Company’s recoverability tests also involve significant estimates and assumptions related to forecasted cash flows associated with specific asset groups. Changes in these assumptions could have a significant impact on either the determined fair value of the reporting unit or the recoverability of the asset groups, potentially affecting the determination of resulting impairment charges. The Company determined the fair value of the reporting unit exceeded its carrying value as of the measurement date and, therefore, no goodwill impairment was recognized. The Company also determined the sum of the estimated undiscounted future cash flows attributable to its asset groups exceeded their carrying amount, and therefore, no intangible asset impairment was recognized.

 

We identified the Company’s determination of the fair value of its sole reporting unit and its determination of forecasted cash flows associated with certain asset groups as a critical audit matter.  This determination was made given the subjectivity in estimating the forecasts of future revenues and operating margins and selection of the discount rate in determining the fair value of the reporting unit, and in estimating future cash flows associated with intangible asset groups.  A high degree of auditor judgment was required when evaluating the audit evidence supporting these estimates considering the current economic environment as impacted by the COVID-19 pandemic, and the degree of unpredictability related to the circumstances.

 

Our audit procedures related to forecasts of future revenues and operating margins and selection of the discount rate for the reporting unit included the following, among others:

 

We tested the mathematical accuracy and completeness of the calculation of the underlying cash flows used to determine the fair value of the reporting unit.

 

We evaluated management’s ability to accurately forecast future revenues and operating margins by comparing actual results to management’s historical forecasts.

 

We evaluated the reasonableness of management’s revenue and operating margins forecasts by comparing the forecasts to historical revenues and operating margins.

 

With the assistance of our valuation specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) projection of certain key assumptions underlying the fair value estimate and (3) discount rate by (i) testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation, and (ii) developing a range of independent estimates and comparing those to the discount rate selected by management.

 

We assessed the impact of changing the key assumptions related to forecasts of future revenue and operating margins, and selection of the discount rate, on the underlying fair value estimate.

 

/s/ Moss Adams LLP

 

San Diego, California

March 30, 2021

 

We have served as the Company’s auditor since 2020

 

17


 

 

 

 

 

 

 

 

 

18


GALAXY GAMING, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

 

ASSETS

 

2020

 

 

2019

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,993,388

 

 

$

9,686,698

 

Accounts receivable, net of allowance of $145,000 and $77,433, respectively

 

 

2,493,254

 

 

 

1,834,488

 

Inventory, net

 

 

668,525

 

 

 

665,654

 

Income tax receivable

 

 

1,229,795

 

 

 

260,347

 

Prepaid expenses

 

 

1,167,068

 

 

 

757,826

 

Other current assets

 

 

10,803

 

 

 

3,824

 

Total current assets

 

 

11,562,833

 

 

 

13,208,837

 

Property and equipment, net

 

 

116,724

 

 

 

144,909

 

Operating lease right-of-use assets

 

 

1,367,821

 

 

 

306,859

 

Assets deployed at client locations, net

 

 

232,156

 

 

 

405,522

 

Goodwill

 

 

1,091,000

 

 

 

1,091,000

 

Other intangible assets, net

 

 

16,086,896

 

 

 

7,430,643

 

Deferred tax assets, net

 

 

 

 

 

399,283

 

Other assets, net

 

 

117,164

 

 

 

 

Total assets

 

$

30,574,594

 

 

$

22,987,053

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

467,792

 

 

$

766,305

 

Accrued expenses

 

 

1,286,333

 

 

 

1,450,879

 

Revenue contract liability

 

 

29,167

 

 

 

29,167

 

Current portion of long-term debt

 

 

2,222,392

 

 

 

1,634,527

 

Current portion of operating lease liabilities

 

 

195,411

 

 

 

276,963

 

Total current liabilities

 

 

4,201,095

 

 

 

4,157,841

 

Long-term operating lease liabilities

 

 

1,215,680

 

 

 

30,325

 

Long-term liabilities, net

 

 

49,691,184

 

 

 

46,291,014

 

Interest rate swap liability

 

 

66,009

 

 

 

140,495

 

Deferred tax liabilities, net

 

 

197,591

 

 

 

 

Total liabilities

 

 

55,371,559

 

 

 

50,619,675

 

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;

   21,970,638 and 18,017,944 shares issued and outstanding, respectively

 

 

21,971

 

 

 

18,018

 

Additional paid-in capital

 

 

10,798,536

 

 

 

5,795,636

 

Accumulated deficit

 

 

(35,655,163

)

 

 

(33,446,276

)

Accumulated other comprehensive income

 

 

37,691

 

 

 

 

Total stockholders’ deficit

 

 

(24,796,965

)

 

 

(27,632,622

)

Total liabilities and stockholders’ deficit

 

$

30,574,594

 

 

$

22,987,053

 

 

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

19


GALAXY GAMING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

Licensing fees

 

$

10,230,316

 

 

$

21,300,996

 

Total revenue

 

$

10,230,316

 

 

$

21,300,996

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of ancillary products and assembled components

 

 

72,684

 

 

 

230,462

 

Selling, general and administrative

 

 

8,964,930

 

 

 

13,295,475

 

Research and development

 

 

487,679

 

 

 

821,127

 

Depreciation and amortization

 

 

2,222,042

 

 

 

1,953,560

 

Share-based compensation

 

 

737,991

 

 

 

927,696

 

Total costs and expenses

 

 

12,485,326

 

 

 

17,228,320

 

(Loss) income from operations

 

 

(2,255,010

)

 

 

4,072,676

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

25,702

 

 

 

68,634

 

Interest expense

 

 

(683,357

)

 

 

(679,201

)

Share redemption consideration

 

 

(781,928

)

 

 

(510,775

)

Foreign currency exchange (loss) gain

 

 

(34,961

)

 

 

46,375

 

Change in estimated fair value of interest rate swap liability

 

 

74,487

 

 

 

(44,315

)

Paycheck Protection Program Loan forgiveness

 

 

840,243

 

 

 

 

Total other expense

 

 

(559,814

)

 

 

(1,119,282

)

(Loss) income before benefit (provision) for income taxes

 

 

(2,814,824

)

 

 

2,953,394

 

Benefit (provision) for income taxes

 

 

605,937

 

 

 

(10,018

)

Net (loss) income

 

 

(2,208,887

)

 

 

2,943,376

 

Foreign currency translation adjustment

 

 

37,691

 

 

 

 

Comprehensive (loss) income

 

$

(2,171,196

)

 

$

2,943,376

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

Basic

 

$

(0.12

)

 

$

0.12

 

Diluted

 

$

(0.12

)

 

$

0.11

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

18,282,262

 

 

 

25,521,232

 

Diluted

 

 

18,282,262

 

 

 

27,144,397

 

 

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

 

20


 

GALAXY GAMING, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

 

Common Stock

 

 

Additional Paid in

 

 

Accumulated Earnings

 

 

Accumulated Other

 

 

Total Shareholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

Comprehensive Income

 

 

Deficit

 

Beginning balance, January 1, 2019

 

 

39,921,591

 

 

$

39,922

 

 

$

4,733,701

 

 

$

2,683,478

 

 

$

 

 

$

7,457,101

 

Common stock redemption

 

 

(23,271,667

)

 

 

(23,271

)

 

 

 

 

 

(39,073,130

)

 

 

 

 

 

(39,096,401

)

Net income

 

 

 

 

 

 

 

 

 

 

 

2,943,376

 

 

 

 

 

 

2,943,376

 

Stock options exercised

 

 

656,220

 

 

 

655

 

 

 

134,951

 

 

 

 

 

 

 

 

 

135,606

 

Share-based compensation

 

 

711,800

 

 

 

712

 

 

 

926,984

 

 

 

 

 

 

 

 

 

927,696

 

Balance, December 31, 2019

 

 

18,017,944

 

 

 

18,018

 

 

 

5,795,636

 

 

 

(33,446,276

)

 

$

 

 

 

(27,632,622

)

Shares issued in connection with PGP asset acquisition

 

 

3,141,361

 

 

 

3,141

 

 

 

3,986,387

 

 

 

 

 

 

 

 

 

3,989,528

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,208,887

)

 

 

 

 

 

(2,208,887

)

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,691

 

 

 

37,691

 

Stock options exercised

 

 

558,000

 

 

 

559

 

 

 

278,775

 

 

 

 

 

 

 

 

 

279,334

 

Share-based compensation

 

 

253,333

 

 

 

253

 

 

 

737,738

 

 

 

 

 

 

 

 

 

737,991

 

Balance, December 31, 2020

 

 

21,970,638

 

 

$

21,971

 

 

$

10,798,536

 

 

$

(35,655,163

)

 

$

37,691

 

 

$

(24,796,965

)

 

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

 

21


 

GALAXY GAMING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED December 31, 2020 AND 2019

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(2,208,887

)

 

$

2,943,376

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization of intangible assets

 

 

2,222,042

 

 

 

1,939,274

 

Non-cash lease expense

 

 

329,040

 

 

 

267,474

 

Amortization of debt issuance costs and debt discount

 

 

38,195

 

 

 

38,272

 

Bad debt expense

 

 

226,691

 

 

 

111,938

 

Change in estimated fair value of interest rate swap liability

 

 

(74,487

)

 

 

44,315

 

Gain on forgiveness of Paycheck Protection Program Loan

 

 

(835,300

)

 

 

 

Deferred income tax benefit

 

 

596,874

 

 

 

(64,801

)

Share-based compensation

 

 

737,991

 

 

 

927,696

 

Unrealized foreign exchange loss (gain)

 

 

46,885

 

 

 

(10,938

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(236,890

)

 

 

(495,167

)

Inventory

 

 

(51,709

)

 

 

(343,724

)

Income tax receivable/payable

 

 

(893,930

)

 

 

(260,347

)

Prepaid expense and other current assets

 

 

259,616

 

 

 

(15,272

)

Accounts payable

 

 

(1,081,836

)

 

 

84,369

 

Accrued expenses

 

 

(257,179

)

 

 

73,218

 

Revenue contract liability

 

 

 

 

 

(10,723

)

Operating lease liabilities

 

 

(403,363

)

 

 

(266,784

)

Other current liabilities

 

 

 

 

 

(71,581

)

Net cash (used in) provided by operating activities

 

 

(1,586,247

)

 

 

4,890,595

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Investment in intangible assets

 

 

 

 

 

(57,400

)

Acquisition of PGP assets

 

 

(6,393,920

)

 

 

 

Acquisition of property and equipment

 

 

(62,794

)

 

 

(105,951

)

Net cash used in investing activities

 

 

(6,456,714

)

 

 

(163,351

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from draw on revolving loan

 

 

1,000,000

 

 

 

 

Proceeds from Paycheck Protection Program

 

 

835,300

 

 

 

 

Proceeds from Mainstreet Priority Loan Program

 

 

3,920,000

 

 

 

 

Proceeds from stock option exercises

 

 

279,334

 

 

 

199,733

 

Payments of debt issuance costs

 

 

 

 

 

(34,058

)

Principal payments on finance lease obligations

 

 

 

 

 

(14,198

)

Principal payments on long-term debt

 

 

(1,645,400

)

 

 

(1,514,524

)

Net cash provided by (used in) financing activities

 

 

4,389,234

 

 

 

(1,363,047

)

Effect of exchange rate changes on cash

 

 

(39,583

)

 

 

10,938

 

Net (decrease) increase in cash and cash equivalents

 

 

(3,693,310

)

 

 

3,375,135

 

Cash and cash equivalents – beginning of period

 

 

9,686,698

 

 

 

6,311,563

 

Cash and cash equivalents – end of period

 

$

5,993,388

 

 

$

9,686,698

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

612,840

 

 

$

684,139

 

Cash paid for income taxes

 

$

75,786

 

 

$

453,297

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

 

 

 

Common stock redemption in exchange for Redemption Consideration Obligation

 

$

 

 

$

39,096,401

 

Shares issued in connection with PGP asset acquisition

 

$

3,989,528

 

 

$

 

Gain on forgiveness of Paycheck Protection Program Loan

 

$

835,300

 

 

$

 

Insurance acquired under note payable

 

$

678,108

 

 

$

197,455

 

Right-of-use assets obtained in exchange for lease liabilities

 

$

1,390,002

 

 

$

574,333

 

Inventory transferred to assets deployed at client locations

 

$

48,838

 

 

$

209,884

 

 

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

 

 

22


 

GALAXY GAMING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

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 and 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 February 25, 2020, Galaxy Gaming entered into a Membership Interest Purchase Agreement, dated February 25, 2020 (the “Purchase Agreement”), between the Company and the membership interest holders of Progressive Games Partners, LLC (“PGP”).

On August 21, 2020, the Company entered into a First Amendment to the Purchase Agreement between the Company and the membership interest holders of PGP. The First Amendment, among other things, fixed the cash portion of the purchase price at $6.425 million and established that the stock portion would be 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 with Philadelphia Stock Transfer, Inc., the Company’s stock transfer agent. The shares will be released to the sellers in August 2022.

 

On August 21, 2020, the Company completed the acquisition of 100% of the member interests in PGP. The entirety of the purchase price ($10,414,528) has been allocated to customer relationships and is included in Other intangible assets, net, on the Company’s balance sheet. See Note 7. 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 December 31, 2020, the remaining balance owed to the sellers was $76,053.

Management has determined that, for accounting purposes, the PGP transaction does not meet the definition of a business combination and, therefore, has been 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

23


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.

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. Also, on April 17, 2020, the Company obtained the Paycheck Protection Program (the “PPP Loan”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act (the “Flexibility Act”). On July 16, 2020, the Company filed an application and supporting documentation for forgiveness in full of the PPP Loan. On November 21, 2020, the Company received notification the PPP Loan had been forgiven in full, including $4,943 in accrued interest. Pursuant to 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 million from Zions Bancorporation N.A., dba Nevada State Bank under this program. See Note 10.

Credit Agreement Amendments. See Note 10 for discussion of amendments made to the Company’s credit agreement.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation. The accompanying consolidated 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 consolidated 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.

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.

24


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 on December 31, 2020 and determined it was necessary to also perform a quantitative assessment to determine the existence and extent of impairment. The quantitative analysis concluded that the fair value of the Company’s reporting unit exceeded its carrying value. As a result, no impairment was recorded for the year ended December 31, 2020.

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. At December 31, 2020, the Company evaluated whether certain long-lived asset groups were recoverable by comparing the carrying value of those asset groups to their expected undiscounted future cash flows and determined that such asset groups were recoverable. As a result, no impairment was recorded for the year ended December 31, 2020.

 

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 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 December 31, 2020, 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 right-of-use 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 Accounting Standards Codification 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.

25


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 its local currency, the Euro. Gains and losses resulting from the remeasurement of foreign currency amounts to the functional currency 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

Income taxes. We are subject to income taxes in both the United States and in certain non-U.S. jurisdictions. We account for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”) using the asset and liability method. 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. To the extent we believe that recovery is more likely than not, we establish a valuation allowance against these deferred tax assets. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. As of December 31, 2020, we did record a full valuation allowance against certain deferred assets. We did not record a valuation allowance as of December 31, 2019.

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. 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 an evaluation of the technical merits of the position, which requires a significant degree of judgment (Note 13).

Net income (loss) 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, using the treasury stock method. At December 31, 2020, 769,345 dilutive shares were excluded from the diluted net loss per share calculation.

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.

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.

Recently adopted accounting standards. Fair Value Measurement. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 addresses the required disclosures around fair value measurement, removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used

26


to develop Level 3 fair value measurements. We have adopted the new standard effective January 1, 2020, which did not have a material effect on our financial statements or related disclosures.  

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.

 

Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 includes several provisions aimed at reducing the complexity of accounting for income taxes, with the goal of increased consistency for the application of ASC 740. The simplifications cover certain aspects of intraperiod tax allocations, interim provisions and accounting for ownership changes of foreign entities as well as modifications to the calculation of income taxes in jurisdictions that have both income and non-income based measures. ASU 2019-12 also includes guidance on when a step-up in goodwill is the result of a separate transaction rather than part of a business combination and guidance for preparing separate company financials. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. 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 years ended December 31, 2020 and 2019:

 

 

 

2020

 

 

2019

 

North America and Caribbean

 

$

5,757,143

 

 

$

15,387,519

 

Europe, Middle East and Africa

 

 

4,473,173

 

 

 

5,913,477

 

Total revenue

 

$

10,230,316

 

 

$

21,300,996

 

 

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 $502,860 and $352,899 for the years ended December 31, 2020 and 2019 and are included in the accounts receivable balance in the accompanying balance sheets.

 

NOTE 4. INVENTORY

Inventory consisted of the following as of December 31, 2020 and 2019:

 

 

 

2020

 

 

2019

 

Raw materials and component parts

 

$

300,244

 

 

$

322,349

 

Finished goods

 

 

368,281

 

 

 

343,305

 

Inventory, net

 

$

668,525

 

 

$

665,654

 

 

27


 

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2020 and 2019:

 

 

 

2020

 

 

2019

 

Furniture and fixtures

 

$

312,639

 

 

$

312,639

 

Automotive vehicles

 

 

215,127

 

 

 

215,127

 

Office and computer equipment

 

 

332,544

 

 

 

302,296

 

Leasehold improvements

 

 

32,547

 

 

 

6,843

 

Property and equipment, gross

 

 

892,857

 

 

 

836,905

 

Less: accumulated depreciation

 

 

(776,133

)

 

 

(691,996

)

Property and equipment, net

 

$

116,724

 

 

$

144,909

 

 

For the year ended December 31, 2020 and 2019, depreciation expense related to property and equipment was $90,979 and $146,341, respectively.

 

 

NOTE 6. Assets deployed at client locations

Assets deployed at client locations, net consisted of the following at December 31, 2020 and 2019:

 

 

 

2020

 

 

2019

 

Enhanced table systems

 

$

890,560

 

 

$

993,127

 

Less: accumulated depreciation

 

 

(658,404

)

 

 

(587,605

)

Assets deployed at client location, net

 

$

232,156

 

 

$

405,522

 

 

For the year ended December 31, 2020 and 2019, depreciation expense related to assets deployed at client locations was $222,204 and $275,924, respectively.

 

 

NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill. A goodwill balance of $1,091,000 was created as a result of an asset acquisition completed in October 2011 from Prime Table Games, LLC.

Other intangible assets, net. Other intangible assets, net consisted of the following at December 31, 2020 and 2019:

 

 

 

2020

 

 

2019

 

Patents

 

$

13,507,997

 

 

$

13,485,000

 

Customer relationships

 

 

13,942,115

 

 

 

3,400,000

 

Trademarks

 

 

2,880,967

 

 

 

2,880,967

 

Non-compete agreements

 

 

660,000

 

 

 

660,000

 

Internally-developed software

 

 

183,415

 

 

 

183,415

 

Other intangible assets, gross

 

 

31,174,494

 

 

 

20,609,382

 

Less: accumulated amortization

 

 

(15,087,598

)

 

 

(13,178,739

)

Other intangible assets, net

 

$

16,086,896

 

 

$

7,430,643

 

 

For the years ended December 31, 2020 and 2019, amortization expense related to the finite-lived intangible assets was $1,908,858 and $1,517,009 respectively.

 

The increase in customer relationships was the result of acquiring customer contracts/agreements valued at $10.4 million in connection with the closing on the Purchase Agreement in August 2020.

 

28


Estimated future amortization expense is as follows:

 

Year Ended December 31,

 

Total

 

2021

 

$

2,594,767

 

2022