FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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

 

For the Quarterly Period Ended March 31, 2014

 

OR

 

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

 

For the transition period from             to             .

 

Commission file number: 001-32161

 

Entertainment Gaming Asia Inc.

(Exact name of registrant as specified in its charter)

 

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

 

Unit C1, Ground Floor, Koon Wah Building

No. 2 Yuen Shun Circuit

Yuen Chau Kok, Shatin

New Territories, Hong Kong SAR

(Address of principal executive offices, including zip code)

 

+ 852-3147-6600

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x   No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

 

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

 

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

 

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

 

 

 

 
 

 

    Page
     
  PART I — FINANCIAL INFORMATION  
     
Item 1. Financial Statements 3
     
  Consolidated Balance Sheets 3
     
  Consolidated Statements of Comprehensive Income 4
     
  Consolidated Statements of Cash Flows 5
     
  Notes to Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
  Overview 21
     
  Results of Operations 25
     
  Liquidity and Capital Resources 31
     
  Critical Accounting Policies and Estimates 32
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 34
     
Item 4. Controls and Procedures 34
     
  PART II — OTHER INFORMATION  
     
Item 6. Exhibits 35

 

Page 2 of 36
 

 

PART I — FINANCIAL INFORMATION

 

Item 1.        Financial Statements

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

(amounts in thousands, except per share data)

 

    March 31, 2014     December 31, 2013  
    (unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents   $ 4,302     $ 5,301  
Accounts receivable, net     735       922  
Amount due from a related party     242       108  
Other receivables     428       453  
Inventories     1,962       1,663  
Prepaid expenses and other current assets     458       443  
Total current assets     8,127       8,890  
                 
Gaming equipment, net     7,594       8,171  
Casino contracts     4,806       5,429  
Property and equipment, net     8,217       7,857  
Goodwill     348       353  
Intangible assets, net     817       899  
Contract amendment fees     207       234  
Prepaids, deposits and other assets     2,391       1,797  
Total assets   $ 32,507     $ 33,630  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 809     $ 840  
Amount due to a related party     20       19  
Accrued expenses     2,500       2,366  
Customer deposits and other current liabilities     208       457  
Total current liabilities     3,537       3,682  
                 
Other liabilities     763       742  
Deferred tax liability     199       199  
Total liabilities     4,499       4,623  
                 
Stockholders’ equity:                
Common stock, $.001 par value, 75,000,000 shares authorized; 30,102,162 and 30,024,662 shares issued and outstanding     30       30  
Additional paid-in-capital     33,228       33,156  
Accumulated other comprehensive income     701       742  
Accumulated losses     (5,952 )     (4,922 )
Total EGT stockholders’ equity     28,007       29,006  
Non-controlling interest     1       1  
Total stockholders’ equity     28,008       29,007  
Total liabilities and stockholders’ equity   $ 32,507     $ 33,630  

 

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

 

Page 3 of 36
 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(amounts in thousands, except per share data)

(Unaudited)

 

    Three-Month Periods Ended March 31,  
    2014     2013  
Revenues:                
Gaming operations, gross   $ 4,099     $ 5,492  
Less: promotional allowances            
Gaming operations, net     4,099       5,492  
Gaming products     811       1,427  
Total revenues     4,910       6,919  
                 
Operating costs and expenses:                
Cost of gaming operations                
Gaming property and equipment depreciation     939       1,142  
Casino contract amortization     610       620  
Other gaming related intangibles amortization     63       63  
Other operating costs     1,080       1,978  
Cost of gaming products     1,488       1,496  
Selling, general and administrative expenses     1,641       1,864  
Product development expenses     54       120  
Depreciation and amortization     50       30  
Total operating costs and expenses     5,925       7,313  
                 
Loss from operations     (1,015 )     (394 )
                 
Other (expenses)/income:                
Interest expense and finance fees     (1 )     (4 )
Interest income           4  
Foreign currency (losses)/gains     (7 )     103  
Other     8       3  
Total other (expenses)/income           106  
                 
Loss from continuing operations before income tax     (1,015 )     (288 )
                 
Income tax expenses     (15 )     (41 )
                 
Net loss from continuing operations     (1,030 )     (329 )
Net loss from discontinued operations, net of tax           (2,178 )
                 
Net loss attributable to EGT stockholders   $ (1,030 )   $ (2,507 )
                 
Other comprehensive loss, net of tax     (41 )     (17 )
                 
Comprehensive loss attributable to EGT stockholders   $ (1,071 )   $ (2,524 )
                 
Loss   $ (0.03 )   $ (0.08 )
Loss from continuing operations   $ (0.03 )   $ (0.01 )
Loss from discontinued operations, net of tax   $     $ (0.07 )
                 
Weighted average common shares outstanding                
Basic     30,019       29,975  
Diluted     30,019       29,975  

 

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

 

Page 4 of 36
 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

 

    Three-Month Periods Ended March 31,  
    2014     2013  
Cash flows from operating activities:                
Net loss   $ (1,030 )   $ (2,507 )
Adjustments to reconcile net loss to net cash used in by operating activities:                
Foreign currency losses     11       8  
Depreciation of gaming equipment and property and equipment     1,120       1,244  
Amortization of casino contracts     610       620  
Amortization of intangible assets     75       75  
Amortization of contract amendment fees     27       27  
Stock-based compensation expense     71       247  
Loss on disposition of subsidiary, including property and equipment           999  
Changes in operating assets and liabilities:                
Accounts receivable and other receivables     205       (265 )
Inventories     (301 )     892  
Prepaid expenses and other current assets     35       107  
Prepaids, deposits and other assets     (613 )     177  
Accounts payable     (103 )     (1,187 )
Amount due from a related party     (134 )      
Accrued expenses and other liabilities     159       (497 )
Income tax payable           8  
Customer deposits and other current liabilities     (249 )     (517 )
Net cash used in operating activities     (117 )     (569 )
                 
Cash flows from investing activities:                
Construction/purchase of property and equipment     (700 )     (1,786 )
Purchases of gaming machines and systems     (147 )     (3,184 )
Addition of project costs           (755 )
Proceeds from sale of subsidiary related to discontinued operations           365  
Net cash used in investing activities     (847 )     (5,360 )
                 
Cash flows from financing activities:                
Net cash used in financing activities            
                 
Effect of exchange rate changes on cash     (35 )     49  
Decrease in cash and cash equivalents     (999 )     (5,880 )
Cash and cash equivalents at beginning of period     5,301       10,365  
Cash and cash equivalents at end of period   $ 4,302     $ 4,485  
                 
Supplemental disclosure of cash flow information                
Interest paid   $     $  
Income tax paid   $     $  
                 
Non-cash investing/financing activities                
Purchase of gaming machines and systems   $ 166     $ 1,226  

 

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

 

Page 5 of 36
 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Note 1.   Description of Business and Significant Accounting Policies

 

The business activities of the Company entail the owning and leasing of electronic gaming machines (EGMs) placed in premier hotels and other venues in Cambodia and the Philippines, the development and operation of casinos and gaming establishments under the Dreamworld brand in select emerging markets in the Indo-China region and the design, manufacture and distribution of gaming chips and plaques under the Dolphin brand to major casinos primarily in Southeast Asia and Australia. Previously, the Company was engaged in the design, manufacture and distribution of other, non-gaming plastic products, primarily for the automotive industry. These operations were sold on March 28, 2013 and related historical revenues and expenses were reclassified as discontinued operations. The accounting policies of these segments are consistent with the Company’s policies for the accompanying consolidated financial statements. 

 

Basis of Presentation

 

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

 

Principles of Consolidation

 

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

 

Use of Estimates

 

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

 

Discontinued Operations

 

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

 

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

 

Page 6 of 36
 

 

Cash and Cash Equivalents

 

All highly-liquid instruments with original maturities of three months or less are considered cash equivalents. The Company places its cash and temporary investments with financial institutions. As of March 31, 2014, the Company had deposits with financial institutions in excess of Federal Deposit Insurance Corporation (FDIC) insured limits by approximately $4.1 million.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

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

 

Inventories

 

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

 

Long-Lived Assets

 

The Company accounts for impairment of long-lived assets in accordance with Financial Accounting Standards Board (FASB) ASC 360, Property, Plant and Equipment . Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In such instances, the Company estimates the undiscounted future cash flows that result from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted cash flows. There were no impairment charges for long-lived assets for the three-month periods ended March 31, 2014 and 2013.

 

Prepaids, Deposits and Other Assets

 

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

 

Gaming Equipment

 

Gaming equipment consists primarily of EGMs and systems. Gaming equipment is stated at cost. The Company depreciates new EGMs and systems over a five-year useful life and depreciates refurbished EGMs and systems over a three-year useful life once placed in service. Depreciation of gaming equipment of approximately $782,000 and $1.1 million was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Property and Equipment

 

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

 

Depreciation of property and equipment of approximately $157,000 and $89,000 was included in the cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Depreciation of property and equipment of approximately $136,000 and $41,000 was included in cost of gaming products in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Page 7 of 36
 

 

Goodwill and Intangible Assets, Including Casino Contracts

 

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

 

Amortization expenses related to casino contracts were approximately $610,000 and $620,000 for the three-month periods ended March 31, 2014 and 2013, respectively. Amortization expenses related to other gaming related intangibles were approximately $63,000 for the three-month periods ended March 31, 2014 and 2013. The amounts were accounted for as cost of gaming operations in the consolidated statements of comprehensive income. Amortization expenses related to technical know-how were approximately $7,000 and $6,000 for the three-month periods ended March 31, 2014 and 2013, respectively. The amounts were accounted for as cost of gaming products in the consolidated statements of comprehensive income. Amortization expenses related to patents and trademarks were approximately $6,000 for the three-month periods ended March 31, 2014 and 2013. The amounts were accounted for as selling, general and administrative expenses in the consolidated statements of comprehensive income.

 

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

 

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

 

Impairment testing for goodwill and other intangibles requires judgment, including the identification of reporting units, allocation of related goodwill, assignment of corporate shared assets and liabilities to reporting units, estimated future cash flows and determinations of fair values. While the Company believes its estimates of future revenues and future cash flows are reasonable, different assumptions could materially affect the assessment of useful lives, recoverability and fair values. No impairment charges relating to intangible assets were recorded for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Litigation and Other Contingencies

 

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

 

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

 

Revenue Recognition

 

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

 

· Persuasive evidence of an arrangement exists;
· The price to the customer is fixed and determinable;
· Delivery has occurred and any acceptance terms have been fulfilled;
· No significant contractual obligations remain; and
· Collection is reasonably assured.

 

Gaming Revenue and Promotional Allowances

 

The Company earns recurring gaming revenue from its slot and casino operations.

 

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

 

Page 8 of 36
 

 

Revenues are recognized as earned unless collection is not reasonably assured, in which case revenues are recognized when the payment for net winnings is received. All slot operations revenues were recognized as earned during the three-month periods ended March 31, 2014 and 2013, respectively.

 

Commitment fees paid to the venue operators relating to contract amendments which are not recoverable from daily net win are capitalized as assets and amortized as a reduction of revenue over the term of the amended contracts. The Company had commitment fee balances related to contract amendments of approximately $207,000 and $234,000 as of March 31, 2014 and December 31, 2013, respectively.

 

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

 

The Company does not accrue a jackpot liability for its slot machine base and progressive jackpots because the Company can avoid payment of such amounts, as regulations do not prohibit removal of gaming machines from the gaming floor without payment of the jackpots.

 

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

 

During the three-month period ended March 31, 2014, the Company also earned recurring gaming revenue through leasing table game equipment and providing casino management services to gaming operators within their casino properties.

 

Revenues from gaming table leasing arrangements are recognized as earned over the contractual terms of the arrangement between the Company and the gaming promoters.

 

Gaming Products Sales

 

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

 

Stock-Based Compensation

 

Under the fair value recognition provisions of ASC 718, Compensation-Stock Compensation , the Company recognizes stock-based compensation expenses for all service-based awards to employees and non-employee directors with graded vesting schedules on the straight-line basis over the requisite service period for the entire award. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change. For non-employee awards, the Company remeasures compensation cost each period until the service condition is complete and recognizes compensation cost on the straight-line basis over the requisite service period. Option valuation models require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the fair value estimates. Judgment is required in estimating stock price volatility, forfeiture rates, expected dividends, and expected terms that options remain outstanding. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Cumulative catch-up adjustments are required in the event of changes in assessment of probability. See Note 12 for additional information relating to stock-based compensation assumptions. Stock-based compensation expense totaled approximately $71,000 and $247,000 for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Product Development

 

Product development expenses are expensed as incurred. Employee related costs associated with product development are included in product development expenses. Product development expenses were approximately $54,000 and $120,000 for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Page 9 of 36
 

 

Leases

 

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

 

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

 

· There is a bargain purchase option;

 

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

 

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

 

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

 

Income Taxes

 

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

 

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

 

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

 

(Loss)/Earnings per Share

 

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

 

Foreign Currency Translations and Transactions

 

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

 

Page 10 of 36
 

 

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

 

(US$1 to foreign currency)   March 31, 2014     December 31, 2013  
Australian dollar     1.08       1.13  
Hong Kong dollar     7.76       7.75  
Philippine peso     44.88       44.45  
Thai baht     32.57       32.92  

 

    Three-Month Periods Ended March 31,  
(US$1 to foreign currency)   2014     2013  
Australian dollar     1.12       0.96  
Hong Kong dollar     7.76       7.76  
Philippine peso     44.94       40.83  
Thai baht     32.72       29.92  

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

As of March 31, 2014, the fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these items.

 

Guarantees

 

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

 

Note 2. Segments

 

The Company currently conducts business in two operating segments: (i) gaming operations, which include EGM participation and casino operations; and (ii) gaming products, which consist of the design, manufacture and distribution of gaming chips and plaques. Previously, the Company was also engaged in the design, manufacture and distribution of other non-gaming plastic products, primarily for the automotive industry. These operations were sold on March 28, 2013 and the related historical revenues and expenses were reclassified as discontinued operations. The accounting policies of these segments are consistent with the Company’s policies for the accompanying consolidated financial statements.

 

Page 11 of 36
 

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Revenues:                
Gaming operations   $ 4,099     $ 5,492  
Gaming products     811       1,427  
Total revenues   $ 4,910     $ 6,919  
                 
Operating loss                
Gaming operations gross margin   $ 1,407     $ 1,689  
Gaming products gross margin     (677 )     (69 )
Corporate and other operating costs and expenses     (1,745 )     (2,014 )
Total operating loss   $ (1,015 )   $ (394 )
                 
Depreciation and amortization:                
Gaming operations   $ 1,627     $ 1,844  
Gaming products     167       55  
Corporate     11       3  
Total depreciation and amortization   $ 1,805     $ 1,902  

 

Geographic segment revenues for the three-month periods ended March 31, 2014 and 2013 consisted of the following:

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Cambodia   $ 3,359     $ 4,540  
Macau     359       667  
Philippines     934       1,376  
Australia     192       163  
Other     66       173  
    $ 4,910     $ 6,919  

 

For the three-month periods ended March 31, 2014 and 2013, in the gaming operations segment, the largest customer represented 64% and 60%, respectively, of total gaming operations revenue. For the three-month periods ended March 31, 2014 and 2013, in the gaming products segment, the largest customer represented 24% and 41%, respectively, of total gaming products sales.

 

Note 3. Inventories

 

Inventories consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Raw materials   $ 1,315     $ 809  
Work-in-process     359       342  
Finished goods     81       367  
Spare parts     185       119  
Casino inventories     22       26  
    $ 1,962     $ 1,663  

 

Note 4. Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Prepayments to suppliers   $ 439     $ 400  
Prepaid leases     19       43  
    $ 458     $ 443  

 

Page 12 of 36
 

 

Note 5. Receivables

 

Accounts and other receivables consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Trade accounts   $ 735     $ 922  
Other     428       453  
      1,163       1,375  
Less: allowance for doubtful accounts            
Net   $ 1,163     $ 1,375  

 

Note 6. Gaming Equipment

 

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

 

    Useful Life            
(amounts in thousands)   (years)   March 31, 2014     December 31, 2013  
        (Unaudited)        
EGMs   3-5   $ 17,731     $ 17,587  
Systems   5     1,418       1,417  
Other gaming equipment   3-5     42       42  
          19,191       19,046  
Less: accumulated depreciation         (11,597 )     (10,875 )
        $ 7,594     $ 8,171  

 

Depreciation expense of approximately $782,000 and $1.1 million was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Note 7. Property and Equipment

 

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

 

    Useful Life            
(amounts in thousands)   (years)   March 31, 2014     December 31, 2013  
        (Unaudited)        
Equipment, vehicles, furniture and fixtures   3-10   $ 4,833     $ 4,109  
Land and building   5-20     2,949       2,949  
Leasehold improvements   1-5     1,126       1,029  
Construction in progress   N/A     987       1,112  
          9,895       9,199  
Less: accumulated depreciation         (1,678 )     (1,342 )
        $ 8,217     $ 7,857  

 

Depreciation expense of property and equipment of approximately $157,000 and $89,000 was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Depreciation expense of property and equipment of approximately $136,000 and $41,000 was included in cost of gaming products in the consolidated statement of comprehensive income for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Page 13 of 36
 

 

Note 8. Goodwill and Intangible Assets, including Casino Contracts

 

Intangible assets, if any, are stated at cost. The Company’s intangible assets consisted of the following:

 

    Useful Life            
(amounts in thousands)   (years)   March 31, 2014     December 31, 2013  
        (Unaudited)        
Gaming operation agreement   4-5   $ 1,171     $ 1,178  
Less: accumulated amortization         (630 )     (567 )
          541       611  
                     
Goodwill   N/A     348       353  
                     
Patents   5-6     114       114  
Less: accumulated amortization         (67 )     (62 )
          47       52  
                     
Trademarks   5-9     26       26  
Less: accumulated amortization         (10 )     (10 )
          16       16  
                     
Technical know-how   10     261       261  
Less: accumulated amortization         (48 )     (41 )
          213       220  
                     
Casino contracts   5-6     12,735       12,764  
Less: accumulated amortization         (7,929 )     (7,335 )
          4,806       5,429  
        $ 5,971     $ 6,681  

 

Amortization expense for finite-lived intangible assets was approximately $686,000 and $695,000 for the three-month periods ended March 31, 2014 and 2013, respectively.

 

Goodwill movements during the periods consisted of the following:

 

(amounts in thousands)   2014     2013  
    (Unaudited)        
Balance as of January 1   $ 353     $ 380  
Foreign currency translation adjustment     (5 )     (27 )
Balance as of March 31/December 31   $ 348     $ 353  

 

Note 9. Prepaids, Deposits and Other Assets

 

Prepaids, deposits and other assets consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Prepaid taxes   $ 952     $ 927  
Prepaid leases     219       222  
Prepayments to suppliers     769       279  
Deposits on EGM orders     56       16  
Rentals, utilities and other deposits     395       353  
    $ 2,391     $ 1,797  

 

Page 14 of 36
 

 

As of March 31, 2014, prepaid leases consisted of land lease prepayments of approximately $219,000 for the Company’s gaming development project located in the Kampot province of Cambodia.

 

Note 10. Accrued Expenses

 

Accrued expenses consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Payroll and related costs   $ 522     $ 601  
Professional fees     461       312  
Withholding tax expenses     552       551  
Other tax expenses     482       482  
Others     483       420  
    $ 2,500     $ 2,366  

 

Other tax expense represented an accrued tax liability related to the Philippines operations.

 

Note 11. Other Liabilities

 

Other liabilities consisted of the following:

 

(amounts in thousands)   March 31, 2014     December 31, 2013  
    (Unaudited)        
Tax liabilities   $ 674     $ 659  
Others     89       83  
    $ 763     $ 742  

 

Note 12. Stock-Based Compensation

 

Options

 

The Company effected a 1-for-4 reverse stock split of its common shares as of June 12, 2012. All historical share amounts and share price information presented in this Note 12 have been proportionally adjusted to reflect the impact of this reverse stock split.

 

At the annual shareholders meeting held on September 8, 2008, a new stock option plan, the “2008 Stock Incentive Plan” (the “2008 Plan”), was voted on and became effective on January 1, 2009, which replaced two previous plans, the Amended and Restated 1999 Stock Option Plan and the Amended and Restated 1999 Directors’ Stock Option Plan (the “Stock Option Plans”), thereby terminating both of the Stock Option Plans on December 31, 2008.

 

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

· Options to purchase shares of common stock that qualify as incentive stock options within the meaning of the Internal Revenue Code;
· Non-statutory stock options that do not qualify as incentive options;
· Restricted stock awards; and
· Performance stock awards which are subject to future achievement of performance criteria or free of any performance or vesting.

 

The maximum number of shares reserved for issuance under the 2008 Plan was originally 1,250,000 shares, and in July 2010 the Company’s shareholders approved an increase in the number of shares reserved for issuance to 2,500,000 shares. At the annual shareholders meeting held on July 13, 2012, the Company’s shareholders approved a further increase in the number of shares reserved for issuance to 3,750,000 shares. The exercise price shall not be less than 100% of the fair market value of one share of common stock on the date of grant, unless the participant owns more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company, in which case the exercise price shall then be 110% of the fair market value. The outstanding stock options generally vest from six-months and one-day to over three years and have ten-year contractual terms.

 

Page 15 of 36
 

 

During the three-month period ended March 31, 2014, stock options for the purchase of 225,000 shares of common stock were granted with a weighted average exercise price of $1.21 and weighted average fair value of $0.67 (2013: $1.18) per share and will vest from six-month and one day to three-year periods. During the three-month period ended March 31, 2014, 95,000 shares of restricted stock awards with a weighted average fair value of $1.21 per share were issued. The shares of restricted stock shall vest, subject to and upon the recipient’s achievement of key operational and financial performance milestones or according to the vesting period. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Cumulative catch-up adjustments are required in the event of any changes in the assessment of probabilities.

 

During the three-month period ended March 31, 2014, there were no exercises of outstanding stock options.

 

Prior to January 1, 2009, the Company had two stock options plans, the Amended and Restated 1999 Stock Option Plan and the Amended and Restated 1999 Directors’ Stock Option Plan (the “Previous Stock Option Plans”), through which 3,750,000 shares and 75,000 shares were authorized, respectively. Both Previous Stock Option Plans expired on December 31, 2008; however, options granted under the Previous Stock Option Plans that were outstanding as of the date of termination remain outstanding and subject to termination according to their terms.

 

As of March 31, 2014, stock options for the purchase of 936,864 and 20,000 shares of common stock, respectively, were outstanding in relation to the Amended and Restated 1999 Stock Option Plan and the Amended and Restated 1999 Director’s Stock Option Plan.

 

As of March 31, 2014, there were no outstanding non-plan options to purchase common stock. All previously granted non-plan options had expired by December 31, 2012. The non-plan options were issued to certain employees and non-employees of EGT Entertainment Holding Limited as approved by the Company’s stockholders in September 2007 pursuant to the initial closing of the transactions under the Securities Purchase and Product Participation Agreement dated June 12, 2007 between the Company and EGT Entertainment Holding Limited.

 

As of March 31, 2014, stock options for the purchase of 2,497,374 shares of common stock were outstanding under the 2008 Plan.

 

As of March 31, 2014, 3,024,237 stock options were exercisable with a weighted average exercise price of $2.12, a weighted average fair value of $0.91 and an aggregate intrinsic value of approximately $258,000. The total fair value of shares vested during the three-month period ended March 31, 2014 was approximately $313,000. The total compensation cost related to unvested shares as of March 31, 2014 was approximately $271,000. The amount was expected to be recognized over 1.72 years.

 

A summary of all current and expired plans as of March 31, 2014 and changes during the period then ended are presented in the following table:

 

Options

 

    Number of
Options
    Weighted Average
Exercise Price
    Weighted Average
Remaining Contractual
Life
(in years)
    Aggregate
Intrinsic Value
(in thousands)
 
Outstanding as of December 31, 2013     3,291,738     $ 2.11       6.13     $ 738  
Granted     225,000       1.21              
Exercised                        
Forfeited or expired     (62,500 )     2.25              
Outstanding as of March 31, 2014     3,454,238       2.05       5.99       258  
Exercisable as of March 31, 2014     3,024,237     $ 2.12       5.53     $ 258  

 

Page 16 of 36
 

 

Restricted Stock

 

    Number of shares     Weighted Average
Fair Value at
Grant Date
    Weighted Average
Remaining
Contractual Life
(in years)
 
Unvested balance as of December 31, 2013         $        
Granted     95,000       1.21       1.46  
Vested (1)     (12,500 )     1.21       0.75  
Unvested balance as of March 31, 2014     82,500     $ 1.21       1.46  

 


 

(1) Vested shares included 12,500 shares of restricted common stock issued in 2014 for which final vesting is subject to the approval of Company’s compensation committee.

 

Recognition and Measurement

 

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

 

The following table summarizes the range of assumptions utilized in the Black-Scholes-Merton option-pricing model for the valuation of stock options granted during the three-month periods ended March 31, 2014 and 2013.

 

    Three-Month Periods Ended March 31,  
    2014     2013  
Range of values:   Low     High     Low     High  
Expected volatility     73.03 %     74.03 %     75.02 %     76.49 %
Expected dividends                        
Expected term (in years)     3.73       9.11       3.73       9.47 %
Risk free rate     1.16 %     2.52 %     0.55 %     1.91 %

 

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

 

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

 

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

 

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

 

Note 13. Related Party Transactions

 

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

 

Page 17 of 36
 

 

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

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Melco Crown (Macau) Ltd                
Sales of gaming products   $ 135     $ 630  
                 
Melco Services Limited                
Technical services   $ 1     $ 8  
Office rental   $ 1     $ 40  
                 
Golden Future (Management Services) Limited                
Management services   $ 59     $  

 

Melco Services Limited is a wholly-owned subsidiary of Melco International Development Limited, which owns 38.1% of Entertainment Gaming Asia Inc.

 

Melco International Development Limited owns 33.6% of Melco Crown Entertainment Limited, which owns 90% of Melco Crown (Macau) Limited.

 

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

 

Note 14. Income Taxes

 

The Company recorded income tax expenses of $15,000 and $41,000 for the three-month periods ended March 31, 2014 and 2013, respectively. The Company’s effective income tax rates were (1.5)% and (14.2)% for the three-month periods ended March 31, 2014 and 2013, respectively. EGT Cambodia entity and Dreamworld Casino (Pailin) are income tax exempt and only pay a fixed monthly tax rather than a tax on income. The change in effective tax rate was mainly due to an increase in the consolidated pre-tax loss.

 

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

 

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

 

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

 

Note 15. Discontinued Operations

 

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

 

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

 

Page 18 of 36
 

 

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

 

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

 

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

 

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

 

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

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Income from operations   $     $ 236  
Loss on disposal           (2,442 )
Income tax benefit (1)           28  
Loss from discontinued operations, net of tax   $     $ (2,178 )

 


 

(1) Income tax benefit represented a reversal of previously recognized uncertain tax benefits.

 

Note 16. Commitments and Contingencies

 

Legal Matters

 

Prime Mover/Strata Litigation

 

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

 

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

 

Page 19 of 36
 

 

Note 17. (Loss)/Earnings Per Share

 

Computation of the basic and diluted loss per share from continuing operations consisted of the following:

 

    Three-Month Periods Ended March 31,  
    2014     2013  
(amounts in thousands, except per share data)   Loss     Number of
Shares
    Per Share
Amount
    Loss     Number of
Shares
    Per Share
Amount
 
Basic                                                
Net loss attributable to equity shareholders   $ (1,030 )     30,019     $ (0.03 )   $ (329 )     29,975     $ (0.01 )
Effect of dilutive securities                                                
Dilutive stock options/restricted shares (1)                                            
Diluted                                                
Net loss attributable to equity shareholders plus assumed conversion   $ (1,030 )     30,019     $ (0.03 )   $ (329 )     29,975     $ (0.01 )

 


 

(1) There was no difference in diluted loss per share from basic loss per share as the assumed exercise of common stock equivalents would have an anti-dilutive effect due to losses for the three-month periods ended March 31, 2014 and 2013.

 

For the three-month period ended March 31, 2014, outstanding stock options of 2,185,487 shares of common stock were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive. For the three-month period ended March 31, 2013, outstanding stock options of 2,166,738 shares of common stock were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

 

Note 18. Accumulated Other Comprehensive Income

 

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

 

(amounts in thousands)   Unrealized
Actuarial
Income
    Foreign
Currency
Translation
    Accumulated
Other
Comprehensive
Income
 
Balances, January 1, 2013   $ 62     $ 867     $ 929  
Current period other comprehensive income/(loss)     37       (224 )     (187 )
Balances, December 31, 2013     99       643       742  
Current period other comprehensive loss           (41 )     (41 )
Balances, March 31, 2014   $ 99     $ 602     $ 701  

 

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

 

CAUTIONARY STATEMENT

 

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

 

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

 

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

 

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

 

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

 

On March 28, 2013, we sold a portion of our subsidiary, Dolphin Products Pty Limited, business dedicated to the manufacture and sale of non-gaming plastic products, mainly automotive parts. Revenues of these non-gaming products and our gaming chips and plaques were previously consolidated under the reporting segment “Other Products.” After the sale, we renamed “Other Products” as “Gaming Products” and this segment now comprises our gaming chips and plaques operations and, beginning in October 2013, the distribution of third-party gaming products to select locations in Indo-China and the Philippines. All related historical revenues and expenses from the sold non-gaming assets have been reclassified as discontinued operations.

 

Overview

 

This discussion is intended to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes as of and for the three-month periods ended March 31, 2014 and 2013 included elsewhere in this report.

 

We are a gaming company focused on capitalizing on the growth opportunities in emerging gaming markets of Asia. We generate revenue in two principal ways: gaming operations and gaming product sales. Our gaming operations comprise slot operations in Cambodia and the Philippines and the development and operation of regional style casinos and gaming venues under our Dreamworld brand in Indo-China. Our gaming products comprise the manufacture and sale of gaming chips and plaques under our Dolphin brand and the distribution of gaming products in select markets for third-party suppliers.

 

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Entertainment Gaming Asia Business Operations

 

  

  

Our consolidated revenue for the three-month period ended March 31, 2014 was approximately $4.9 million, of which revenue from the gaming operations and gaming products segments comprised 83% and 17%, respectively. This compares to consolidated revenue of approximately $6.9 million for the three-month period ended March 31, 2013, of which revenue from the gaming operations and gaming products segments comprised 79% and 21%, respectively.

 

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

 

Slot Operations

 

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

 

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

 

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As of March 31, 2014, our slot operations were located in two countries, Cambodia and the Philippines, and totaled 1,652 EGM seats in operation in six venues. In Cambodia, we had a total of 1,086 EGM seats in operation in three venues. In the Philippines, we had a total of 566 EGM seats in operation in three venues.

 

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

 

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

 

Our slot operations in Cambodia also include Thansur Bokor Highland Resort, a casino resort developed by leading Cambodian hotelier, Sokha, in a tourist area of the Kampot Province. The resort officially opened in May 2012 but portions of the initial phase of the property including the entertainment complex were not completed until early 2013. To-date, we have placed approximately 180 EGMs in this venue. Under the terms of the agreement, we have the ability to place up to 250 EGM seats and jointly manage these slot operations in the resort. We and Sokha split the gross win and certain operating expenses for the placed EGMs on a respective basis of 27%/73%. The contract duration is five years commencing from May 2012. This project expanded our gaming operations in the Indo-China region with a prominent partner with multiple hotel and resort properties in Cambodia.

 

Our most recent slot operations project in Cambodia is Dreamworld Club (Poipet). Unlike our other slot operations, we solely developed and operate this property. Dreamworld Club (Poipet) is a standalone slot hall with approximately 300 EGM seats. It is prominently located in the established gaming market of Poipet in the Banteay Meanchey Province of Northwestern Cambodia near the Thailand border. Dreamworld Club (Poipet) soft opened in March 2013 and the official grand opening was held in May 2013.

 

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

 

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

 

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

 

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

 

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Casino Operations

 

During the reporting periods, our casino operations comprised one property, Dreamworld Casino (Pailin), which opened in May 2012. This property is located in the Pailin Province of Northwestern Cambodia next to the Thailand border. Dreamworld Casino (Pailin) measures approximately 16,000 square feet and presently houses 88 EGM seats.

 

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

 

Total capital expenditures for Dreamworld Casino (Pailin) were approximately $2.5 million, which was paid solely by us from internal cash resources.

 

The performance of Dreamworld Casino (Pailin) has not met our expectations primarily due to an insufficient level of natural player traffic. Given the high costs associated with acquiring a quality player base in this market, in September 2013, we began to transition to a leasing model for the table games at Dreamworld Casino (Pailin) in an effort to provide recurring revenue and reduce operating costs. Under the terms of the table game leasing contracts, the third-party operators paid us a fixed monthly rental fee per table. The table game leasing contracts were short-term in nature and we experienced turnover with the operators. As a result, there were periods during the first quarter of 2014 in which table game operations were suspended at Dreamworld Casino (Pailin) and, at the end of March 2014, the contract with the table game operator was terminated. Under current market conditions, Dreamworld Casino (Pailin) has been reliant on the third-party rental income and slot revenue to cover its cash operating costs and we have been unable to secure a long-term third-party table game operator.

 

Operating losses for Dreamworld Casino (Pailin) had narrowed since we began to implement a new operating model involving the leasing of table games to a third-party operator in September 2013. However, due to an inability to secure a long-term third-party table game operator, a low level of natural player traffic and the political unrest in Thailand, the outlook for these operations remains challenging. We are evaluating options for Dreamworld Casino (Pailin) including the potential closure of the facility and sale of certain of its assets.

 

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

 

In addition to Dreamworld Casino (Pailin), we have another potential gaming development project in the pipeline in the Kampot Province of Southwestern Cambodia near the Vietnam border. In partnership with a local land owner, we may develop this project as a small casino or slot hall branded with the Dreamworld name on land owned by the local partner.

 

Under the terms of the partnership, the local partner would lease us the land for a period of 25 years for an annual fee of $1 and we would provide funding for all development, construction and pre-opening costs for the project and all necessary gaming equipment. We and the local partner would split the project’s profit before depreciation (the total gross revenue of the casino or slot hall less any payouts paid to customers, operating expenses, and gaming and non-gaming taxes on the casino’s revenue) on a respective basis of 60%/40%. Total capital expenditures for the project are projected to be approximately $1.2 million as the EGMs would be sourced from existing inventory.

 

The development timeline for the project in Kampot is under review until the market has demonstrated a more developed player base and previously planned infrastructure improvements by third parties in the area are in place.

 

We also own a parcel of land with total area of approximately seven acres in the Takeo Province of Cambodia near the Vietnam border and were granted in-principle approval to build and open a casino-hotel in the Takeo Province by the Cambodian government. We do not expect to commit significant capital to the project on this land until the market has demonstrated a more developed player base.

 

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We continue to selectively pursue additional casino development projects in Indo-China and other growing gaming markets in Asia that will enable us to expand our market presence and increase brand equity in our Dreamworld name. We seek markets that offer an established player base and projects that would provide meaningful scale to our operations. While there is no guarantee we will be successful in signing new projects, we aim to secure projects that will provide the opportunity for higher net returns to the Company.

 

Gaming Products

 

During the year ended December 31, 2013, we completed our plans to restructure our legacy operations. On March 28, 2013, sold the non-gaming manufacturing portion of the operations in a management-led buyout for total consideration of AUD350,000. In connection with the sale, in March 2013, we commenced the relocation of our manufacturing facilities for the gaming products portion of the business, namely gaming chips and plaques, to Hong Kong from Australia. Commercial operation of the new Hong Kong facilities, which are also the new home of our corporate headquarters, began in May 2013.

 

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

 

These actions not only enabled us to exit a non-core, low-margin business but also better position us to secure large new orders in the growing Asian gaming markets as well as provide for increased production capacity and economies of scale and improved R&D capabilities. In addition, it improves our ability to expand our product mix to include other gaming products, which could add incremental revenue streams and further enhance our competitive positioning.

 

As part of our strategy to more fully leverage our relationships in Asia and existing infrastructure in both Indo-China and the Philippines, we have been seeking opportunities to expand the gaming products division beyond gaming chips and plaques with the distribution of third-party gaming products.

 

Results of Operations for the Three-Month Periods Ended March 31, 2014 and 2013

 

The following is a schedule summarizing operating results on a consolidated basis and separately by each of our two operating segments, gaming operations and gaming products, for the three-month periods ended March 31, 2014 and 2013.

 

On February 22, 2013, we entered into a share sale agreement pursuant to which we agreed to sell the portion of our subsidiary Dolphin Products Pty Limited (“Dolphin Australia”) business dedicated to the manufacture and sale of non-gaming plastic products, mainly automotive parts. As part of the sale transaction, we also agreed to grant Dolphin Australia a non-transferable, royalty-free license to utilize certain trademarks and patent rights in connection with its manufacture and sale of plastic products for the non-gaming industries. The sale closed on March 28, 2013. All historical revenues and expenses associated with our non-gaming plastic products operations for the three-month periods ended March 31, 2014 and 2013 have been reclassified as discontinued operations.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands, except per share data)   2014     2013  
Total:                
Revenues   $ 4,910     $ 6,919  
Gross profit   $ 730     $ 1,620  
Gross margin percentage     15 %     23 %
Adjusted EBITDA from continuing operations (1)   $ 862     $ 1,861  
Operating loss from continuing operations   $ (1,015 )   $ (394 )
Net loss from continuing operations   $ (1,030 )   $ (329 )
Net loss   $ (1,030 )   $ (2,507 )
                 
Basic and diluted loss per share from continuing operations   $ (0.03 )   $ (0.01 )
                 
Weighted average common shares outstanding                
Basic     30,019       29,975  
Diluted     30,019       29,975  
                 
Gaming operations:                
Revenues   $ 4,099     $ 5,492  
Gross profit   $ 1,407     $ 1,689  
Gross margin percentage     34 %     31 %
                 
Gaming products:                
Revenues   $ 811     $ 1,427  
Gross margin loss   $ (677 )   $ (69 )
Gross margin percentage     NM       NM  

 

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

 

A reconciliation of EBITDA from continuing operations, as adjusted, to the net loss from continuing operations is provided below.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Net loss from continuing operations — GAAP basis   $ (1,030 )   $ (329 )
Interest expense and finance fees     1       4  
Interest income           (4 )
Income tax expenses     15       41  
Depreciation and amortization     1,805       1,902  
Stock-based compensation expenses     71       247  
EBITDA from continuing operations, as adjusted   $ 862     $ 1,861  

 

Total revenues decreased approximately $2.0 million to $4.9 million for the three-month period ended March 31, 2014 compared to approximately $6.9 million in the same period of the prior year due to decreases in both business divisions. Revenue from gaming operations decreased primarily as a result of lower slot operations revenue from NagaWorld and the Philippines, as described in greater detail below. Revenue from the gaming products division decreased as a result of lower sales of gaming chips and plaques to existing customers compared to the prior year period when we had a larger sales pipeline and the production of orders was expedited ahead of the factory relocation.

 

Gross profit decreased approximately $890,000 to $730,000 for the three-month period ended March 31, 2014 compared to approximately $1.6 million in the same period of the prior year. The decrease was primarily a result of lower slot operations revenue mainly due to a gross margin loss for the gaming products division due to lower production volumes and reduced absorption of fixed costs compared to the prior year period and lower average daily net wins per machine from NagaWorld. This was partially offset by a lower gross margin loss for Dreamworld Casino (Pailin) due to the implementation of a lower-cost operating model in September 2013 and higher gross profit for the Philippines slot operations primarily due to lower depreciation expense as a result of the increase in fully depreciated gaming assets for the three-month period ended March 31, 2014.

 

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Operating loss from continuing operations increased approximately $621,000 to $1.0 million for the three-month period ended March 31, 2014 compared to approximately $394,000 in the same period of the prior year. The increase in operating loss from continuing operations was primarily a result of the lower gross profit partially offset by lower operating expenses.

 

Net loss from continuing operations increased approximately $701,000 to $1.0 million for the three-month period ended March 31, 2014 compared to approximately $329,000 in the same period of the prior year. The increase in net loss from continuing operations was primarily a result of the higher operating loss explained above and slight foreign currency losses compared to gains in the prior year period. Net loss decreased approximately $1.5 million to $1.0 million for the three-month period ended March 31, 2014 compared to approximately $2.5 million in the same period of the prior year. The net loss for the three-month period ended March 31, 2014 included a $NIL net loss from discontinued operations compared to a net loss from discontinued operations of approximately $2.2 million in the prior year period.

 

Gaming Operations

 

Revenues from gaming operations consisted of our slot and casino development operations.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands, except per unit data)   2014     2013  
Net revenue to the Company                
Cambodia slot operations   $ 2,931     $ 3,243  
Philippines slot operations     728       937  
Service revenue (1)     224       218  
Net revenue from slot operations   $ 3,883     $ 4,398  
Dreamworld Casino (Pailin)     216       1,094  
Consolidated total   $ 4,099     $ 5,492  
                 
Average net win per unit per day (2)                
Cambodia   $ 117     $ 176  
Philippines   $ 71     $ 86  
Consolidated total   $ 101     $ 139  

  

    Three-Month Periods Ended March 31,  
    2014     2013  
EGM seats in operation                
Cambodia slot operations     1,086       1,008  
Philippines slot operations     566       573  
EGM seats in slot operations     1,652       1,581  
Dreamworld Casino (Pailin)     88       52  
Consolidated total     1,740       1,633  

 

(1) Service revenue represents a reimbursement of certain expenses, which for accounting purposes, is included in the revenue and grossed up in the cost of gaming operations.

 

(2) Average net win figures (“WUD”) exclude EGM seats in operation during venue soft opening periods, if applicable, and apply revenue recognized on a cash basis in the calculation of WUD for venues for which revenues are recognized on a cash basis. During the three-month period ended March 31, 2014, no venues operated during a soft opening. During the three-month period ended March 31, 2013, one venue in Cambodia operated during a soft opening and there were no material differences to average WUD figures for this period had these seats been included in the WUD calculations.

 

Revenue from gaming operations decreased approximately $1.4 million to $4.1 million during the three-month period ended March 31, 2014 compared to approximately $5.5 million in the same period of the prior year. The decrease was primarily due to lower revenue from Dreamworld Casino (Pailin) and lower slot operations revenue from NagaWorld and the Philippines operations partially offset by incremental revenue from Dreamworld Club (Poipet).

 

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Slot operations contributed approximately $3.9 million to total gaming revenue for the three-month period ended March 31, 2014 compared to approximately $4.4 million in the prior year period. Slot operations revenue for the three-month periods ended March 31, 2014 and 2013 included approximately $224,000 and $218,000, respectively, in service revenue related to the reimbursement of net shared costs from casino operators.

 

Average net win per machine per day for the consolidated slot operations decreased $38 to $101 for the three-month period ended March 31, 2014 compared to $139 for the prior year period.

 

Revenue from the Cambodia slot operations decreased approximately $312,000 to $2.9 million for the three-month period ended March 31, 2014 compared to $3.2 million in the prior year period primarily as a result of a decrease in average daily net win per machine from NagaWorld. This was partially offset by incremental revenue from Dreamworld Club (Poipet) and improvement in average daily net win per machine from Thansur Bokor.

 

Slot operations in NagaWorld contributed approximately $2.5 million in revenue for the three-month period ended March 31, 2014 compared to $3.1 million in the prior year period. We believe the decrease was primarily due to lower player traffic as a result of organized political and labor strikes in Phnom Penh during the three-month period ended March 31, 2014.

 

Average net win per machine per day for the Cambodia slot operations decreased $59 to $117 for the three-month period ended March 31, 2014 compared to $176 for the prior year period. The decline was primarily due to lower average daily net win per machine in Nagaworld for the three-month period ended March 31, 2014 and the official opening in May 2013 of Dreamworld Club (Poipet), which has lower average daily net wins per machine.

 

Revenue from the Philippines slot operations decreased approximately $209,000 to $728,000 for the three-month period ended March 31, 2014 compared to approximately $937,000 in the prior year period. Average net win per machine per day for the Philippines slot operations decreased $15 to $71 for the three-month period ended March 31, 2014 compared to $86 in the prior year period. The decrease in slot operation revenue and average net win per machine per day was primarily due to lower player traffic resulting from increased competition from new integrated casino resorts in Manila.

 

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

 

Revenue from Dreamworld Casino (Pailin) decreased approximately $878,000 to $216,000 for the three-month period ended March 31, 2014 compared to approximately $1.1 million for the prior year period. The decrease was primarily due to our decision in the third quarter of 2013 to discontinue the use of high-cost, mass market tour groups and operate under a leasing model with third-party table operators for a fixed fee paid to us.

 

As discussed above, the performance of Dreamworld Casino (Pailin) has not met our expectations. Operating losses for Dreamworld Casino (Pailin) have narrowed since we began to implement a new operating model involving the leasing of table games to a third-party operator in September 2013. However, due to an inability to secure a long-term third-party table game operator, a low level of natural player traffic and the political unrest in Thailand, the outlook for these operations remains challenging. As a result, we are evaluating options for Dreamworld Casino (Pailin) including the potential closure of the facility and sale of certain of its assets.

 

In compliance with the annual valuation review of the Dreamworld Casino (Pailin) facility and gaming assets under U.S. Generally Accepted Accounting Principles (GAAP), on January 17, 2014, the board of directors concluded we should record an impairment charge of approximately $2.5 million as of December 31, 2013 related to these operations. The impairment charge represented the entire capital expenditure incurred for the property as of December 31, 2013 with the exception of those assets we believe could be redeployed to other existing properties.

 

Gross profit from gaming operations decreased approximately $282,000 to $1.4 million for the three-month period ended March 31, 2014 compared to approximately $1.7 million in the prior year period primarily due to lower slot operations revenue. This was partially offset by higher gross profit for the Philippines slot operations due to lower depreciation expense as a result of the increase in fully depreciated gaming assets, a decrease in gross margin loss for Dreamworld Casino (Pailin) during the three-month period ended March 31, 2014 as well as pre-operating costs for Dreamworld Club (Poipet) in the three-month period ended March 31, 2013. Cost of gaming operations for the three-month period ended March 31, 2014 included approximately $939,000 in depreciation of gaming property and equipment, $610,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $1.1 million of other operating costs. Cost of gaming operations for the three-month period ended March 31, 2013 included approximately $1.1 million of depreciation of gaming property and equipment, $620,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $2.0 million of other operating costs.

 

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As of March 31, 2014, we had a total of 1,992 EGM seats of which 252 were held in inventory and 1,740 were in operation.  Of the 1,740 EGM seats in operation, 1,174 were in operation in four venues in Cambodia and 566 were in operation in three venues in the Philippines.

  

    March 31, 2014     December 31, 2013  
(amounts in thousands, except per unit data)   Units     Carrying Value     Units     Carrying Value  
EGMs and systems used in operations (1,2)     1,740     $ 7,275       1,760     $ 7,862  
EGMs and systems held for future use     252       319       204       309  
Total EGMs and systems     1,992     $ 7,594       1,964     $ 8,171  

 

(1) EGMs and systems used in operations as of March 31, 2014 and December 31, 2013 included 62 EGM seats, which were in operation on a participation basis and, therefore, their carrying values were not included.

 

(2) Includes both slot and Dreamworld Casino (Pailin) operations.

 

Due to our ongoing efforts to improve the returns on the slot operations, we seek to refine the existing operating machine base to focus on those venues with the greatest potential and selectively add new venues. In March 2013, we soft opened Dreamworld Club (Poipet) in Cambodia with approximately 300 EGM seats and, in November 2013, we added 30 EGM seats on a participation basis in Dreamworld Casino (Pailin).

 

Gaming Products

 

Gaming products revenue, which consisted of gaming chips and plaques sales, decreased approximately $616,000 to $811,000 for the three-month period ended March 31, 2014 compared to approximately $1.4 million in the prior year period. The decrease was mainly a result of lower production volumes for the three-month period ended March 31, 2014 and higher existing customer reorders and expedited production of backlog orders ahead of the plant relocation during the three-month period ended March 31, 2013.

 

Gross margin loss on gaming products increased approximately $608,000 to approximately $677,000 for the three-month ended ended March 31, 2014 compared to a gross margin loss of approximately $69,000 in the prior year period. The increase in gross margin loss was mainly due to lower sales volumes and certain production inefficiencies due to lower absorption of fixed costs.

 

Operating Expenses

 

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

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Selling, general and administrative   $ 1,570     $ 1,617  
Stock-based compensation expense     71       247  
Product development expenses     54       120  
Depreciation and amortization     50       30  
    $ 1,745     $ 2,014  

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses decreased approximately $47,000 to $1.6 million for the three-month period ended March 31, 2014 compared to $1.6 million in the same period of the prior year period. Consulting, accounting, rent, travel and entertainment expenses decreased approximately $79,000 mainly as a result of lower fees for new and completed projects and less traveling for new gaming projects. In addition, investor relations, office expenses and other expenses decreased approximately $29,000 primarily due to fewer gaming projects and various cost reduction initiatives. The decreases were also a result of approximately $89,000 of start-up costs related to the soft opening of Dreamworld Club (Poipet) and approximately $94,000 of gaming products sales commission in the three-month period ended March 31, 2013. The decreases were partially offset by increased salaries and wages, advertising and insurance increased approximately $167,000 primarily due to increased advertising activities in relation to the expansion of the gaming products operations. Legal, freight and printing expenses increased approximately $77,000 primarily due to the increased scale of the gaming products operations.

 

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Stock-Based Compensation Expense

 

Stock-based compensation expense decreased approximately $176,000 to $71,000 for the three-month period ended March 31, 2014 compared to $247,000 in the prior year period primarily due to fewer new option grants issued and a decrease in average stock prices during the three-month period ended March 31, 2014 as compared to the prior year period.

 

Product Development Expenses

 

Product development expenses decreased approximately $66,000 to $54,000 for the three-month period ended March 31, 2014 compared to approximately $120,000 in the prior year period mainly as a result of decreased activities in new product development for gaming products. Product development expenses were low during the three-month period ended March 31, 2014 as we were focused on expanding and further ramping up our new gaming products manufacturing plant in Hong Kong.

 

Depreciation and Amortization Expenses

 

Total depreciation and amortization expenses increased approximately $20,000 to $50,000 for the three-month period ended March 31, 2014 compared to approximately $30,000 in the prior year period primarily a result of an increase in fixed assets for the new gaming products manufacturing plant and operations in Hong Kong.

 

Other Income/(Expenses)

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Interest expense and finance fees   $ (1 )   $ (4 )
Interest income           4  
Foreign currency (losses)/gains     (7 )     103  
Other     8       3  
Total   $     $ 106  

 

Interest Expense and Finance Fees

 

Interest expense and finance fees decreased approximately $3,000 to $1,000 for the three-month period ended March 31, 2014 compared to approximately $4,000 in the same period of the prior year as there were no major changes in financing activities.

 

Interest Income

 

Interest income decreased approximately $4,000 to $NIL for the three-month period ended March 31, 2014 compared to approximately $4,000 in the same period of the prior year primarily as a result of lower bank balances.

 

Foreign Currency Transactions

 

Foreign currency losses were $7,000 for the three-month period ended March 31, 2014 compared to gains of approximately $103,000 for the same period in the prior year. The increase in losses was primarily due to the comparatively higher percentage appreciation in the value of U.S. dollar denominated payables for the Philippines operations, where the functional currency is the Philippine peso.

 

Other

 

Other income was approximately $8,000 for the three-month period ended March 31, 2014 compared to $3,000 in the same period of the prior year primarily due to miscellaneous income received by the Philippines operations.

 

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Income Tax Provisions

 

Effective tax rates for the three-month periods ended March 31, 2014 and 2013 were approximately (1.5)% and (14.2)%, respectively. We continue to review the treatment of tax losses and future income generated by our foreign subsidiaries to minimize taxation costs.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2014     2013  
Income tax provisions   $ 15     $ 41  
                 

FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of March 31, 2014, we had total cash and cash equivalents of approximately $4.3 million and working capital of approximately $4.6 million. Our cash and working capital during the three-month period ended March 31, 2014 was negatively impacted by the expansion of the gaming products production facilities, purchases of EGMs for gaming operations and negative cash flow from operations of $117,000.

 

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

 

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

 

We presently expect that our capital expenditures for the remainder of 2014 will be approximately $2.0 to $3.0 million. This includes approximately $1.0 to $1.5 million for EGMs and systems purchases, upgrades and general maintenance for gaming operations and approximately $1.0 to $1.5 million for equipment purchases and general maintenance and working capital for the gaming products facility.

 

We anticipate our available working capital, along with cash expected to be generated from operations, will allow us to meet our capital expenditure needs through 2014.

 

As noted above, however, we continue to pursue additional casino and gaming projects. While there is no guarantee we will be successful in securing new projects, if we were to secure new projects our capital expenditures through 2014 would increase beyond the $2.0 to $3.0 million currently contemplated. At this time, we are unable to predict the amount of additional capital expenditures that could be required in 2014 for such potential projects. Where possible, we intend to fund our casino and gaming projects from our cash flow from operations and cash on hand. Further, we will seek to structure the development of these projects in phases to better control and pace the related capital expenditures. However, should we commit to large projects, to the concurrent development of multiple casinos and gaming projects or a new project requires large upfront payments, we may need to acquire additional capital. We would endeavor to obtain any required additional capital from various financing sources including commercial debt financing and the sale of our debt or equity securities. However, there are no commitments or arrangements in place as of the date of this report for receipt of additional capital and there are no assurances we will be able to acquire additional capital if, and when, needed on commercially reasonable terms or at all.

 

Cash Flows Summary

 

    Three-Month Periods Ended March 31,  
(amount in thousands)   2014     2013  
Cash used in:                
Operations   $ (117 )   $ (569 )
Investing     (847 )     (5,360 )
Financing            
Effect of exchange rate change in cash     (35 )     49  
    $ (999 )   $ (5,880 )

 

Page 31 of 36
 

 

Operations

 

Cash used in operations was approximately $117,000 for the three-month period ended March 31, 2014 compared to approximately $569,000 in the same period of the prior year period. For the three-month period ended March 31, 2014, cash used by operations primarily resulted from an operating loss incurred for the gaming products operations and the increase in use of working capital in preparation for upcoming Dolphin chip and plaque orders. For the three-month period ended March 31, 2013, cash used by operations primarily resulted from a general cash reduction of approximately $1.0 million as part of the settlement of payable balances related to the sale of Dolphin non-gaming assets in addition to the one-off costs for Dolphin Hong Kong, including severance, relocation charges and contract termination fees, of approximately $1.3 million associated with the sale of the non-gaming products assets and relocation of the gaming chips and plaques operations from Australia to Hong Kong.

 

Investing

 

Cash used in investing activities was approximately $847,000 for the three-month period ended March 31, 2014 compared to approximately $5.4 million in the same period of the prior year period. The decrease in cash used in investing activities was mainly a result of the capital expenditures related to the construction of Dreamworld Club (Poipet) as well as the purchase of a greater amount of EGMs and related systems in the three-month period of ended March 31, 2013.

 

Financing

 

Cash used in financing activities was $NIL for the three-month periods ended March 31, 2014 and 2013.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

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

 

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

 

Allowance for Doubtful Accounts Receivable

 

As of March 31, 2014, we had net accounts receivable of approximately $735,000, representing 2.3% of total assets. We specifically analyze the collectability of each account based upon the age of the account, the customer’s financial condition, collection history and any other known information, and we provide specific allowances for aged account balances. Revenue is recognized on a cash basis for customers with doubtful accounts receivable. Our allowance for doubtful accounts receivable was $NIL as of March 31, 2014 and December 31, 2013.

 

Inventory

 

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

 

Gaming Equipment and Property and Equipment

 

As of March 31, 2014, we had gaming equipment and property and equipment of approximately $15.8 million, representing 48.6% of our total assets. We depreciate gaming equipment and property and equipment on the straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategies and legal considerations such as contractual life. Future events, such as property expansions, property developments, trends in market demand, new competition, or technology obsolescence, could result in a change in the manner in which we use certain assets and require changes in the estimated useful lives of such assets.

 

Page 32 of 36
 

 

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

 

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

 

Intangible Assets, including Goodwill and Casino Contracts

 

As of March 31, 2014, we had intangible assets, including goodwill and casino contracts of $6.0 million, representing 18.4% of our total assets.

 

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

 

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

 

As of March 31, 2014, we had casino contracts and gaming operation agreement of $5.3 million, representing 89.5% of our total intangible assets. The fair value of our casino contracts and gaming operation agreement was estimated using a form of the income approach known as the excess earnings method, excess earnings were discounted to present value at rates commensurate with our capital structure and the prevailing borrowing rates within the industry in general. Determining the fair value of the casino contracts and gaming operation agreement is judgmental in nature and requires the use of significant estimates and assumptions, including revenue, operating expenses, growth rates, discount rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, operating results or management’s intentions may result in future changes to the fair value of the casino contracts and gaming operation agreement.

 

Stock-Based Compensation

 

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

 

Stock-based compensation expense totaled approximately $71,000 and $247,000 for the three-month periods ended March 31, 2014 and 2013, respectively, in the accompanying consolidated statements of comprehensive income.

 

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Income Taxes

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Item 3.   Quantitative and Qualitative Disclosures about Market Risks

 

Not applicable.

 

Item 4.   Controls and Procedures

 

(a)   Evaluation of Disclosure Controls and Procedures .

 

Our management, with the participation of our chief executive officer and chief accounting officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.  Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of March 31, 2014.

 

(b)   Changes in Internal Control Over Financial Reporting.

 

There were no changes in our internal control over financial reporting that occurred during the three-month period ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Page 34 of 36
 

 

PART II — OTHER INFORMATION

 

Item 6.      Exhibits

 

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

 


**Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

 

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SIGNATURES

 

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

 

    ENTERTAINMENT GAMING ASIA INC.
    (Registrant)
       
Date: May 15, 2014 By: /s/ Clarence Chung
      Clarence Chung
    Its: President and Chief Executive Officer
       
Date:  May 15, 2014 By: /s/ Andy Tsui
      Andy Tsui
    Its: Chief Accounting Officer

 

Page 36 of 36

 

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