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, 2016

 

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    x   Smaller reporting company  ¨
(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, 2016, 14,464,220 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 Loss/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 20
     
  Results of Operations 22
     
  Liquidity and Capital Resources 26
     
  Critical Accounting Policies and Estimates 27
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 29
     
Item 4. Controls and Procedures 29
     
  PART II — OTHER INFORMATION  
     
Item 6. Exhibits 30

 

  2  

 

 

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, 2016     December 31, 2015  
    (Unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents   $ 30,685     $ 30,681  
Accounts receivable, net     1,084       724  
Amounts due from related parties     2       257  
Other receivables     63       78  
Inventories     1,856       2,378  
Prepaid expenses and other current assets     468       295  
Contract amendment fees           18  
Total current assets     34,158       34,431  
                 
Gaming equipment, net     2,583       2,985  
Casino contracts     95       528  
Property and equipment, net     5,589       5,919  
Goodwill     340       332  
Intangible assets, net     650       391  
Deferred tax asset     280       274  
Prepaids, deposits and other assets     434       425  
Total assets   $ 44,129     $ 45,285  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 900     $ 288  
Amounts due to related parties     48       239  
Accrued expenses     1,843       1,755  
Income tax payable     106       2  
Deferred revenue           9  
Customer deposits and other current liabilities     188       529  
Total current liabilities     3,085       2,822  
                 
Other liabilities     892       880  
Deferred tax liability     29       29  
Total liabilities     4,006       3,731  
Commitments and contingencies                
                 
Stockholders’ equity:                
Common stock, $.001 par value, 38,000,000 shares authorized; 14,464,220 shares issued and outstanding     14       14  
Additional paid-in-capital     47,778       47,763  
Accumulated other comprehensive income     738       709  
Accumulated losses     (8,408 )     (6,933 )
Total EGT stockholders’ equity     40,122       41,553  
Non-controlling interest     1       1  
Total stockholders’ equity     40,123       41,554  
Total liabilities and stockholders’ equity   $ 44,129     $ 45,285  

 

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

 

  3  

 

 

 ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss / Income

(amounts in thousands, except per share data)

(Unaudited)

 

    Three-Month Periods Ended March 31,  
    2016     2015  
Revenues:                
Gaming operations   $ 3,851     $ 4,010  
Gaming products     1,305       4,272  
Total revenues     5,156       8,282  
                 
Operating costs and expenses:                
Cost of gaming operations                
Gaming property and equipment depreciation     482       819  
Casino contract amortization     434       611  
Other gaming related intangibles amortization     63       63  
Other operating costs     1,396       822  
Cost of gaming products     1,761       3,662  
Selling, general and administrative expenses     1,960       1,612  
Gain on disposition of assets           (5 )
Research and development expenses     448       35  
Depreciation and amortization     52       54  
Total operating costs and expenses     6,596       7,673  
                 
(Loss)/income from operations     (1,440 )     609  
                 
Other income/(expenses):                
Interest expense and finance fees           (1 )
Interest income     3       3  
Foreign currency gains/(losses)     72       (30 )
Other     9       9  
Total other income/(expenses)     84       (19 )
                 
Loss/(income) before income tax     (1, 356 )     590  
                 
Income tax expenses     (119 )     (20 )
                 
Net (loss)/income attributable to EGT stockholders   $ (1,475 )   $ 570  
                 
Other comprehensive income:                
Foreign currency translation     29       1  
Total other comprehensive income, net of tax     29       1  
                 
Comprehensive (loss)/income attributable to EGT stockholders   $ (1,446 )   $ 571  
                 
Per share data (basic and diluted):                
(Loss)/earnings   $ (0.10 )   $ 0.04  
                 
Weighted average common shares outstanding:                
Basic     14,460       14,450  
Diluted     14,460       14,467  

 

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

 

  4  

 

 

ENTERTAINMENT GAMING ASIA INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

 

    Three-Month Periods Ended March 31,  
    2016     2015  
Cash flows provided by operating activities:                
Net (loss)/income   $ (1,475 )   $ 570  
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:                
Foreign currency losses     17       7  
Depreciation of gaming equipment and property and equipment     796       1,130  
Amortization of casino contracts     434       611  
Amortization of intangible assets     75       75  
Amortization of contract amendment fees     18       27  
Stock-based compensation expenses     14       30  
Gain on disposition of assets           (5 )
Changes in operating assets and liabilities:                
Accounts receivable and other receivables     (335 )     156  
Inventories     523       (664 )
Prepaid expenses and other current assets     (173 )     786  
Prepaids, deposits and other assets     (8 )     172  
Accounts payable     612       1,213  
Amounts due from/to related parties     64       329  
Accrued expenses and other liabilities     99       (59 )
Income tax payable     104       5  
Customer deposits and other current liabilities     (341 )     (37 )
    Deferred revenue     (9 )      
Net cash provided by operating activities     415       4,346  
                 
Cash flows used in investing activities:                
Purchases of property and equipment     (46 )     (864 )
Purchases of gaming machines and systems           (169 )
Proceeds from sale of gaming equipment           7  
Proceeds from sale of subsidiary related to discontinued operations           200  
Development/purchase of intangibles     (334 )      
Net cash used in investing activities     (380 )     (826 )
                 
Cash flows used in financing activities:                
Net cash used in financing activities            
                 
Effect of exchange rate changes on cash     (31 )     (1 )
Increase in cash and cash equivalents     4       3,519  
Cash and cash equivalents at beginning of period     30,681       17,301  
Cash and cash equivalents at end of period   $ 30,685     $ 20,820  

 

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

 

  5  

 

 

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: (i) the owning and leasing of electronic gaming machines (EGMs) placed in resorts, hotels and other venues in Cambodia and the Philippines on a fixed lease or revenue sharing basis with venue owners; (ii) the design, manufacture and distribution of gaming chips and plaques under our Dolphin brand and distribution of third-party gaming products to major casinos in Southeast Asia and Australia; and (iii) the development of a social casino gaming platform designed for the Pan-Asian market.

 

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, 2015, filed with the SEC on March 30, 2016.

 

The Company effected a 1-for-4 reverse stock split of its common shares as of February 26, 2015. All historical share amounts and share price information presented in the financial statements and notes have been proportionally adjusted to reflect the impact of this reverse stock split, including but not limited to basic and diluted weighted-average shares issued and outstanding.

 

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.

 

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, 2016, the Company had deposits with financial institutions in excess of Federal Deposit Insurance Corporation (FDIC) insured limits by approximately $30.4 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.

 

  6  

 

 

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. Inventories included a lower of cost or market (LCM) write-down of approximately $89,000 and $14,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Long-Lived Assets

 

The Company accounts for impairment of long-lived assets in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (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, 2016 and 2015.

 

Prepaids, Deposits and Other Assets

 

Prepaids, deposits and other assets consist primarily of prepaid lease, 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 $425,000 and $660,000 was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015, 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.

 

The Company capitalizes certain direct and incremental costs related to the design and construction, project payroll, and applicable portions of interest incurred for potential projects in property and equipment.

 

Depreciation of property and equipment of approximately $57,000 and $159,000 was included in the cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Depreciation of property and equipment of approximately $268,000 and $256,000 was included in cost of gaming products in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Goodwill and Intangible Assets, Including Casino Contracts

 

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

 

The Company capitalizes certain costs relating to software developed to solely meet the Company’s internal requirements and for which there are no substantive plans to market the software. These costs mainly include payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software projects during the application development stage until the software is substantially complete and ready for its intended use. The Company also capitalizes certain costs related to the development of the social gaming application for marketing purposes. These costs are capitalized once technological feasibility has been established. Costs incurred prior to the criteria met for capitalization are expensed to research and development expenses as incurred. Management has committed the resources of developing social gaming application, and it is probable that the social gaming application will be completed and the software will be used as intended. Such capitalized costs are amortized on a straight-line basis over the estimated useful life of the related assets.

 

  7  

 

 

Amortization expenses related to casino contracts were approximately $434,000 and $611,000 for the three-month periods ended March 31, 2016 and 2015, respectively. Amortization expenses related to other gaming related intangibles were approximately $63,000 for the three-month periods ended March 31, 2016 and 2015. 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 $6,000 for the three-month periods ended March 31, 2016 and 2015. 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, 2016 and 2015. 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, 2016 and 2015, 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 15.

 

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

 

Revenue Recognition

 

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

  

· Persuasive evidence of an arrangement exists;

 

· The price to the customer is fixed and determinable;

 

· Delivery has occurred and any acceptance terms have been fulfilled;

 

· No significant contractual obligations remain; and

 

· Collection is reasonably assured.

  

Gaming Revenue and Promotional Allowances

 

The Company earns recurring gaming revenue from its gaming operations.

 

For gaming operations, the Company earns recurring 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 EGM agreements between the Company and the venue owners and are based on either a fixed lease fee or the Company’s share of net winnings and reimbursement of expenses, net of customer incentives and commitment fees.

  

Revenues are recognized as earned unless collection is not reasonably assured, in which case revenues are recognized when the payment is received. All slot operations revenues were recognized as earned during the three-month periods ended March 31, 2016 and 2015, respectively.

 

  8  

 

 

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 $NIL and approximately $18,000 as of March 31, 2016 and December 31, 2015, respectively.

 

Gaming Products Sales

 

The Company recognizes revenue from the sale of its gaming products and accessories to end users upon shipment against customer contracts or purchase orders. In accordance with the criteria of ASC 605-45, Reporting Revenue Gross as a Principal versus Net as an Agent, the Company recognizes gross revenue when it acts as a principal, has discretion to choose suppliers and establish selling price, bears credit risk and provides the products or services required in the transaction. If the above criteria are not met, in which the supplier is the primary obligor in the arrangement and bears the general inventory risk, the Company recognizes revenue net of related costs. The Company also recognizes revenue for the maintenance services of gaming products on the straight line basis over the contract term in accordance with ASC 605, Revenue Recognition .

 

Stock-Based Compensation

 

Under the fair value recognition provisions of ASC 718, Compensation-Stock Compensation , the Company recognizes stock-based compensation expenses for all service-based awards to employees and non-employee directors with graded vesting schedules on the straight-line basis over the requisite service period for the entire award. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change. For non-employee awards, the Company remeasures compensation cost each period until the service condition is complete and recognizes compensation cost on the straight-line basis over the requisite service period. Option valuation models require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the fair value estimates. Judgment is required in estimating stock price volatility, forfeiture rates, expected dividends, and expected terms that options remain outstanding. For restricted stock awards with performance conditions, the Company evaluates if performance conditions are probable in each reporting period. The compensation expense of restricted awards is recognized ratably over the implicit service period if achieving performance conditions is probable. Cumulative catch-up adjustments are required in the event of changes in assessment of probability. See Note 12 for additional information relating to stock-based compensation assumptions. Stock-based compensation expenses totaled approximately $14,000 and $30,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Research and Development

 

Research and development expenses are expensed as incurred. Employee-related costs associated with research and development and certain costs associated with the development of the social casino platform are included in research and development expenses.   Research and development expenses were approximately $448,000 and $35,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

 

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, 2016 and December 31, 2015.

 

  9  

 

 

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.

 

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.

 

(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 was no difference in diluted loss per share from basic loss per share for three-month period ended March 31, 2016 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, 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 consolidated statements of comprehensive income.

 

Below is a summary of closing exchange rates as of March 31, 2016 and December 31, 2015 and average exchange rates for the three-month periods ended March 31, 2016 and 2015.

 

(US$1 to foreign currency)   March 31, 2016     December 31, 2015  
Australian dollar     1.30       1.37  
Hong Kong dollar     7.75       7.75  
Philippine peso     46.11       47.17  
Thai baht     35.18       36.07  

 

    Three-Month Periods Ended March 31,  
(US$1 to foreign currency)   2016     2015  
Australian dollar     1.33       1.27  
Hong Kong dollar     7.76       7.76  
Philippine peso     46.72       44.37  
Thai baht     35.20       32.53  

 

Fair Value Measurement

 

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.

 

  10  

 

 

  · 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, 2016, the fair values of financial assets and liabilities approximate carrying values due to the short maturity of these items.

 

Defined Benefit Pension Plan

 

The Company provides pension benefits to all regular full-time employees in the Philippines through a defined benefit plan. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and salary.

 

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liability.

 

The accounting guidance related to employers’ accounting for defined benefit pension plan requires recognition in the balance sheet of the present value of the defined benefit obligation at the reporting date, together with adjustments for unrecognized actuarial gains or losses and past service costs or credits in other comprehensive income.

 

There were no adjustments for unrecognized actuarial gains or losses and past service costs or credits to equity through other comprehensive income for the three-month periods ended March 31, 2016 and 2015.

 

Asset Retirement Obligations  

 

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets. Recognition of a liability for an asset retirement obligation is required in the period in which it is incurred at its estimated fair value. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement.

 

The Company records all asset retirement obligations for which we have legal obligations to remove all installation works and reinstate the manufacturing facilities to its original state at estimated fair value. For the three-month period ended March 31, 2016 and 2015, the Company recognized approximately $4,000 as asset retirement obligation operating costs related to accretion of the liabilities and depreciation of the assets.

 

Note 2. Segments

 

During the reported periods, the Company conducted business under three operating segments: (i) gaming operations, which include leasing of its owned EGMs on a fixed or revenue-sharing basis; (ii) gaming products, which consist of the design, manufacture and distribution of gaming chips and plaques as well as the distribution of third-party gaming products; and (iii) the development of a social casino gaming platform. On May 11, 2016, the Company sold substantially all of the assets of the gaming products operations (Note 20).

 

  11  

 

 

The following table presents the financial information for each of the Company’s operating segments.

  

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2016     2015  
    (Unaudited)     (Unaudited)  
Revenues:                
Gaming operations   $ 3,851     $ 4,010  
Gaming products     1,305       4,272  
Total revenues   $ 5,156     $ 8,282  
                 
Operating (loss)/income:                
Gaming operations   $ 1,476     $ 1,700  
Gaming products     (506 )     575  
Social casino gaming platform     (398 )      
Corporate and other operating costs and expenses     (2,012 )     (1,666 )
Total operating (loss)/income   $ (1,440 )   $ 609  
                 
Depreciation and amortization:                
Gaming operations   $ 987     $ 1,504  
Gaming products     295       282  
Social casino gaming platform     4        
Corporate     20       24  
Total depreciation and amortization   $ 1,306     $ 1,810  

 

Geographic segment revenues for the three-month periods ended March 31, 2016 and 2015 consisted of the following:

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2016     2015  
    (Unaudited)     (Unaudited)  
Cambodia   $ 3,246     $ 3,324  
Macau     52       561  
Philippines     1,738       3,644  
Australia     92       753  
Other     28        
Total   $ 5,156     $ 8,282  

 

For the three-month periods ended March 31, 2016 and 2015, in the gaming operations segment, the largest customer represented 62% and 73%, respectively, of total gaming operations revenue. For the three-month periods ended March 31, 2016 and 2015, in the gaming products segment, the largest customer represented 37% and 68%, respectively, of total gaming products sales.

 

Note 3. Inventories

 

Inventories consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Raw materials   $ 1,567     $ 1,742  
Work-in-process     157       80  
Finished goods (1)           443  
Spare parts     132       113  
Total   $ 1,856     $ 2,378  

 

 

 
(1) Finished goods decreased from December 31, 2015 to March 31, 2016 due to an order for the gaming products division delivered in the three-month period ended March 31, 2016.

 

Note 4. Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Prepayments to suppliers   $ 465     $ 292  
Prepaid leases     3       3  
Total   $ 468     $ 295  

 

  12  

 

 

Note 5. Receivables

 

Accounts and other receivables consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Trade receivables   $ 1,084     $ 724  
Other receivables     63       78  
      1,147       802  
Less: allowance for doubtful accounts            
Net   $ 1,147     $ 802  

 

Note 6. Gaming Equipment

 

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

 

(amounts in thousands)   Useful Life (years)   March 31, 2016     December 31, 2015  
        (Unaudited)        
EGMs   3-5   $ 16,312     $ 16,215  
Systems   5     1,296       1,335  
          17,608       17,550  
Less: accumulated depreciation         (15,025 )     (14,565 )
Net       $ 2,583     $ 2,985  

 

Depreciation expense of approximately $425,000 and $660,000 was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Note 7. Property and Equipment

 

Property and equipment are stated at cost. The major categories of property and equipment and accumulated depreciation consisted of the following:

 

(amounts in thousands)   Useful Life (years)   March 31, 2016     December 31, 2015  
        (Unaudited)        
Equipment, vehicles, furniture and fixtures   3-10   $ 6,338     $ 6,290  
Land and building   5     1,506       1,506  
Leasehold improvements   1-6     1,400       1,400  
          9,244       9,196  
Less: accumulated depreciation         (3,655 )     (3,277 )
Net       $ 5,589     $ 5,919  

 

Depreciation expense of property and equipment of approximately $57,000 and $159,000 was included in cost of gaming operations in the consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015, respectively.

 

  13  

 

 

Depreciation expense of property and equipment of approximately $268,000 and $256,000 was included in cost of gaming products in the consolidated statement of comprehensive income for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Note 8. Goodwill and Intangible Assets, including Casino Contracts

 

Goodwill and intangible assets are stated at cost. The major categories of goodwill and intangible assets and accumulated amortization consisted of the following:

 

(amounts in thousands)   Useful Life (years)   March 31, 2016     December 31, 2015  
        (Unaudited)        
Gaming operation agreement   4-5   $ 1,166     $ 1,166  
Less: accumulated amortization         (1,133 )     (1,070 )
          33       96  
                     
Goodwill   N/A     340       332  
                     
Patents   5-6     114       114  
Less: accumulated amortization         (109 )     (104 )
          5       10  
                     
Trademarks   5-9     26       26  
Less: accumulated amortization         (16 )     (15 )
          10       11  
                     
Technical know-how   10     261       261  
Less: accumulated amortization         (100 )     (94 )
          161       167  
                     
Casino contracts   5-6     12,684       12,637  
Less: accumulated amortization         (12,589 )     (12,109 )
          95       528  
                     
Internal-use software         441       107  
                     
Net carrying value       $ 1,085     $ 1,251  

 

Amortization expenses for finite-lived intangible assets were approximately $509,000 and $686,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Goodwill movements during the periods consisted of the following:

 

(amounts in thousands)   2016     2015  
    (Unaudited)        
Balance as of January 1   $ 332     $ 351  
Foreign currency translation adjustment     8       (19 )
Balance as of March 31/December 31   $ 340     $ 332  

 

Note 9. Prepaids, Deposits and Other Assets

 

Prepaids, deposits and other assets consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Prepaid taxes   $ 17     $  
Prepayments to suppliers     27       34  
Rentals, utilities and other deposits     390       391  
Total   $ 434     $ 425  

  

  14  

 

 

Note 10. Accrued Expenses

 

Accrued expenses consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Payroll and related costs   $ 629     $ 626  
Professional fees     219       339  
Withholding tax expenses     630       549  
Other tax expenses     44       44  
Other expenses     321       197  
Total   $ 1,843     $ 1,755  

  

Note 11. Other Liabilities

 

Other liabilities consisted of the following:

 

(amounts in thousands)   March 31, 2016     December 31, 2015  
    (Unaudited)        
Other tax liabilities   $ 769     $ 754  
Other     123       126  
Total   $ 892     $ 880  

 

Note 12. Stock-Based Compensation

  

The Company effected a 1-for-4 reverse stock split of its common shares as of February 26, 2015. All historical share amounts and share price information presented below have been proportionally adjusted to reflect the impact of this reverse split.

 

At the annual shareholders meeting held on September 8, 2008, a new stock option plan, the 2008 Stock Incentive 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, thereby terminating both of the previous 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 is 1,250,000 shares. The exercise price of options granted under the 2008 Plan 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 over three years and have ten-year contractual terms.

 

In the three-month period ended March 31, 2016, there were no grants of stock options or restricted stock awards and 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, through which 937,500 shares and 18,750 shares were authorized, respectively. Both of these previous plans expired on December 31, 2008. However, options granted under these previous plans that were outstanding as of the date of termination remain outstanding and subject to termination according to their terms.

 

  15  

 

 

As of March 31, 2016, stock options for the purchase of 226,252 shares and 3,751 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, 2016, stock options for the purchase of 536,848 shares of common stock were outstanding under the 2008 Plan.

 

As of March 31, 2016, stock options for the purchase of 755,601 shares of common stock were exercisable with a weighted average exercise price of $7.91, a weighted average fair value of $3.35 and an aggregate intrinsic value of approximately $38,000. The total fair value of shares vested during the three-month period ended March 31, 2016 was approximately $62,000. As of March 31, 2016, an aggregate of 11,250 options granted under all plans was subject to vesting with a total compensation cost of approximately $6,000. The amount is expected to be recognized over 0.76 years.

 

A summary of all current and expired plans as of March 31, 2016 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, 2015     767,476     $ 7.90       4.28     $ 34  
Granted                        
Exercised                        
Forfeited or expired     (625 )     48.48              
Outstanding as of March 31, 2016     766,851       7.86       4.03       38  
Exercisable as of March 31, 2016     755,601     $ 7.91       3.98     $ 38  

 

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, 2015     3,750     $ 4.84       0.41  
Granted                  
Vested                  
Unvested balance as of March 31, 2016     3,750     $ 4.84       0.16  

 

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, 2016 and 2015.

 

  16  

 

 

    Three-Month Periods Ended March 31,  
    2016     2015  
Range of values:   Low     High     Low     High  
Expected volatility     81.78 %     87.26 %     78.74 %     80.91 %
Expected dividends                        
Expected term (in years)     4.78       7.11       4.78       8.11  
Risk free rate     1.17 %     1.69 %     1.13 %     1.80 %

 

For stock-based compensation accrued to employees and non-employee directors, the Company recognizes stock-based compensation expenses 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

 

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

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2016     2015  
    (Unaudited)     (Unaudited)  
Related party transactions provided to:                
Melco Crown (Macau) Limited                
Sales of gaming products   $     $ 349  
                 
MCE Leisure (Philippines) Corporation                
Sales of gaming products   $ 159     $ 2,892  
                 
Melco Crown Entertainment Limited                
Sales of gaming products   $     $ 212  
                 

Related party transactions provided by:

               
Melco Services Limited                
Technical services   $ 1     $ 1  
Services agreement   $ 63     $ 4  
                 

Golden Future (Management Services) Limited

               
Management services   $ 63     $ 61  

 

Melco Services Limited is a wholly-owned subsidiary of Melco International Development Limited, which owns 64.8% of Entertainment Gaming Asia Inc.

 

Melco International Development Limited owns 34.3% of Melco Crown Entertainment Limited, which owns 90% of Melco Crown (Macau) Limited and 72.6% of MCE Leisure (Philippines) Corporation.

 

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

 

  17  

 

 

Note 14. Income Taxes

 

The Company recorded income tax expenses of $119,000 and $20,000 for the three-month periods ended March 31, 2016 and 2015, respectively. The Company’s effective income tax rates were (8.8%) and 3.4% for the three-month periods ended March 31, 2016 and 2015, respectively. The EGT Cambodia entity is income tax exempt and only pays 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 is working to renew the fixed obligation tax arrangement for EGT Cambodia for 2016.

 

The Company is subject to income tax examinations by tax authorities in jurisdictions in which it operates. The Company’s 2010 to 2015 United Status income tax returns remain open to examination by the Internal Revenue Service. The Company’s 2009 to 2013 Australian income tax returns remain open to examination by the Australian Taxation Office. The Company’s 2015 Cambodian income tax returns remain open to examination by the General Department of Taxation. The Company’s 2013 to 2015 Philippines income tax returns remain open to examination by the Philippines Bureau of Internal Revenue. The Company’s 2009 to 2015 Hong Kong income tax returns remain open to examination by the Hong Kong Inland Revenue Department.

 

Note 15. Commitments and Contingencies

 

Legal Matters

 

Gaming Partners International Corporation Litigation

 

On December 21, 2015, Gaming Partners International Corporation, or GPIC, commenced a legal action in the High Court of the Hong Kong Special Administrative Region against Dolphin Products Limited, or Dolphin, our wholly-owned subsidiary.

 

On January 6, 2016, GPIC filed its Statement of Claim and set out its causes of action, which included inducing a breach of contract, breach of confidence, unlawful interference with trade or business and conspiracy to injure by unlawful means. GPIC claimed, amongst others, (1) an injunction restraining Dolphin from using, accessing, disclosing and/or publishing all confidential information of GPIC for any purpose without GPIC’s consent, (2) an order that Dolphin discloses to GPIC’s solicitors all information, documents and/or items belonging to GPIC in Dolphin’s possession, custody or power and (3) damages to be assessed, interest and costs. On February 17, 2016, Dolphin filed its Defense denying any breach or wrongdoing on its part.

 

On May 11, 2016, GPIC agreed to irrevocably withdraw, terminate and discontinue the legal action mentioned above. On the same date, the Company agreed to sell substantially all the assets of Dolphin to GPIC and to discontinue Dolphin’s business of designing, manufacturing and distributing gaming chips and plaques and distributing third-party table gaming products.

 

Given the action was at a preliminary stage, it was not possible to accurately predict the likely outcome of the case. Therefore, no accrual had been made for any possible losses in connection with this matter.

 

Note 16. (Loss)/Earnings Per Share

 

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

 

    Three-Month Periods Ended March 31,  
    2016     2015  
    (Unaudited)     (Unaudited)  
(amounts in thousands, except per
share data)
  Loss     Number of
Shares
    Per Share
Amount
    Income     Number of
Shares
    Per Share
Amount
 
Basic                                                
Net (loss)/income attributable to equity shareholders   $ (1,475 )     14,460       (0.10 )   $ 570       14,450     $ 0.04  
Effect of dilutive securities                                                
Dilutive stock options/restricted shares (1)                                   17          
Diluted                                                
Net (loss)/income attributable to equity shareholders plus assumed conversion   $ (1,475 )     14,460       (0.10 )   $ 570       14,467     $ 0.04  

 

 

 
(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 period ended March 31, 2016.

 

  18  

 

 

For the three-month periods ended March 31, 2016 and 2015, outstanding stock options of 743,630 and 753,988, respectively, shares of common stock were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive.

 

Note 17. Retirement Plan

 

The components of accrued retirement benefits consisted of the following: 

 

(amounts in thousands)   2016     2015  
    (Unaudited)        
Balance as of January 1   $ 23     $ 29  
Service cost           8  
Interest cost           1  
Actuarial gain and others           (15 )
Balance as of March 31/December 31   $ 23     $ 23  

 

Note 18. Asset Retirement Obligations

 

Reconciliations of the carrying amounts of the Company’s asset retirement obligations are as follows:

 

(amounts in thousands)   2016     2015  
    (Unaudited)        
Balance as of January 1   $ 99     $ 92  
Accretion expense           7  
Balance as of March 31/December 31   $ 99     $ 99  

 

Note 19. Accumulated Other Comprehensive Income

 

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

 

(amounts in thousands)   Defined Benefit
Pension Plan
    Foreign
Currency
Translation
    Accumulated
Other
Comprehensive
Income
 
Balances as of January 1, 2015   $ 87     $ 666     $ 753  
Current period other comprehensive income/(loss)     3       (47 )     (44 )
Balances as of December 31, 2015     90       619       709  
Current period other comprehensive income           29       29  
Balances as of March 31, 2016 (Unaudited)   $ 90     $ 648     $ 738  

  

  19  

 

 

Note 20. Subsequent Events

 

On April 21, 2016, the Company’s wholly-owned Hong Kong subsidiary, Dolphin Products Limited, or Dolphin, entered into a binding letter of intent, or LOI, to sell its assets to Gaming Partners International Corporation, or GPIC. Under the terms of the LOI, GPIC will acquire the assets of Dolphin including fixed assets, raw materials and inventory and intellectual property for an estimated cash consideration of approximately $5.9 million, subject to physical inventory counts at closing. The purchase price will be paid out in installments over a 24-month period after closing. In addition, GPIC will make earn out payments to the Company over the next five years, or longer in the case of sales to the Company’s related parties, based on varying percentages of net revenues on certain select sales to specific Asian-based casinos. The asset sale represents Dolphin’s and the Company’s exit from the table game equipment business and, as part of the transaction, Dolphin and the Company will each agree not to engage in the manufacture of table game equipment in competition with GPIC.

 

On May 11, 2016, the Company entered into a definitive asset purchase agreement and closed the transaction. The final consideration was $5.9 million, excluding the future earn-out payments to be paid by GPIC to the Company. Also that day, GPIC agreed to irrevocably withdraw, terminate and discontinue the above-mentioned legal action between the parties (Note 15).

 

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, 2015, filed with the SEC on March 30, 2016 and subsequent reports on Form 8-K, which discuss our business in greater detail.

 

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

 

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

 

There are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all important factors, are included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the section “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 30, 2016.

 

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 February 26, 2015, we effected a 1-for-4 reverse stock split of our common stock and corresponding decrease in the number of authorized shares of common stock. All historical share amounts and share information presented in the financial statements and notes have been proportionally adjusted to reflect the impact of this reverse stock split, including but not limited to basic and diluted weighted-average shares issued and outstanding.

 

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, 2016 and 2015 included elsewhere in this report.

 

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General

 

We are a gaming company focused on capitalizing on the growth opportunities in growing gaming markets of Asia. Historically, we have generated revenue in two principal ways: gaming operations and gaming product sales. Our gaming operations comprise EGM operations in Cambodia and the Philippines, when permitted, operating under our Dreamworld brand. Our gaming products comprise the manufacture and sale of gaming chips and plaques under our Dolphin brand and the distribution of third-party gaming products in Asia and Australia. However, on May 11, 2016, we sold substantially all of the assets of the gaming products operations and we have exited this business. In addition, in 2015, we commenced operations to develop and publish an online social casino gaming platform specifically designed for the Pan-Asian market.

 

Our consolidated revenue for the three-month period ended March 31, 2016 was approximately $5.2 million, of which revenue from the gaming operations and gaming products segments comprised 75% and 25%, respectively, of consolidated revenue. This compares to consolidated revenue for the three-month period ended March 31, 2015 of approximately $8.3 million, of which revenue from the gaming operations and gaming products segments comprised 48% and 52%, respectively, of consolidated revenue.

 

Gaming Operations

 

As of March 31, 2016, our gaming operations, which comprised the leasing of our EGMs on both a fixed and revenue sharing basis, were located in two countries, Cambodia and the Philippines, and totaled 1,546 EGM seats in operation in six venues. In Cambodia, we had a total of 999 EGM seats in operation in three venues. In the Philippines, we had a total of 547 EGM seats in operation in three venues.

 

In Cambodia, our gaming operations have largely been focused on our operations in NagaWorld, a luxury destination gaming resort and the only licensed full service casino in and around the capital city of Phnom Penh. Pursuant to a machine operation and participation contract in operation between 2010 and February 2016, we jointly operated with NagaWorld a substantial portion of the gaming machine area in prime casino floor locations and we and NagaWorld split the net win from our 670 EGMs placed in their property and certain operating costs related to marketing and floor staff on a respective basis of 25%/75%. The net win, which represented the monies wagered less payouts to customers, from the 670 EGM seats was settled and our share was distributed to us on a daily basis. This contract with NagaWorld commenced on March 1, 2010 and expired on February 29, 2016. These operations have been a primary contributor to our gaming operations revenue and cash flow over the period.

 

On February 29, 2016, we entered into a machine lease agreement with NagaWorld Limited pursuant to which NagaWorld leases all of our 670 EGM seats and related equipment in their present locations on the NagaWorld casino floor commencing March 1, 2016. We are responsible to pay the withholding tax and provide onsite machine and system maintenance but do not provide any other operational support staff. NagaWorld pays us, on a monthly basis, a fixed fee per machine seat per day. The lease payments will be graduated for the first six months of the agreement. From March 1 through May 31, 2016, the lease payments per machine seat per day will be $22. From June 1 through August 31, 2016, the lease payments will be $20 per machine seat per day. Beginning from September 1, 2016 and thereafter until the contract terminates, the lease payments will be $18 per machine seat per day. The agreement is ongoing in nature and NagaWorld may terminate the agreement upon not less than 30 days’ prior written notice.

 

Our gaming operations in Cambodia also include Thansur Bokor Highland Resort and Dreamworld Club (Poipet). Thansur Bokor is a casino resort developed by leading Cambodian hotelier, Sokha Hotels and Resorts, in a tourist area of the Kampot Province. Under the original agreement, we and Sokha split the net win and certain operating expenses for the placed EGMs on a respective basis of 27%/73%. In August 2015, we and Sokha amended our agreement and adjusted the number of our EGMs placed in this venue to 71 and the split of net win and certain operating costs to 29%/71%, respectively.

 

Dreamworld Club (Poipet) is a slot hall located in the established gaming market of Poipet in the Banteay Meanchey Province of Northwestern Cambodia near the Thailand border. During the reported periods, we had approximately 300 EGM seats placed in this venue. 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, at no expense to us, 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 are responsible for all capital expenditures for Dreamworld Club (Poipet) and the placement of EGMs and are the sole operators of this venue. We and the local partner split the net win 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%.  

 

In the Philippines, our gaming operations comprise three venues in the greater Manila area. For these three venues, our share of the net win per unit per day ranges from 15% to 35%. Contracts for our three venues in the Philippines expire on June 30, 2016. We intend to seek renewal of two of these venues and have commenced discussions with the relevant parties.

 

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Gaming Products

 

During the reported periods, we were engaged in the design, manufacture and distribution of gaming chips and plaques under our Dolphin brand from our manufacturing facilities in Hong Kong. 

 

Our customer base for Dolphin gaming chips and plaques included major casino resorts in Macau, the Philippines and Australia.

 

In addition, we had four agreements with third-party gaming suppliers to distribute their products, including gaming table layouts, UV lights and kiosks. Typically, we sold these products to our existing gaming chip and plaque customers in various markets in Asia and sales of these products represented a small amount of total gaming products revenue.    

 

On May 11, 2016, we reached a definitive agreement to sell substantially all of the assets of the gaming products operations (Noted 20). We closed the transaction that same day and we have exited this business.

 

Social Casino Gaming Platform

 

In 2015, we commenced operations to develop and publish an online social casino gaming platform. We intend to create free-to-play, mobile, social casino games designed specifically for the Pan-Asian market. We have hired experienced social gaming professionals to lead the development efforts. The development of the social casino gaming application is intended to be fully internally funded. We expect total costs, both expensed and capitalized, of approximately $5 million to $6 million for the development and distribution of the platform in the year ended December 31, 2016.

 

Results of Operations for the Three-Month Periods Ended March 31, 2016 and 2015

 

The following table summarizes our operating results on a consolidated basis and separately by each of the two operating segments, gaming operations and gaming products, for the three-month periods ended March 31, 2016 and 2015.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands, except per share data)   2016     2015  
Total:                
Revenue   $ 5,156     $ 8,282  
Gross profit   $ 1,020     $ 2,305  
Gross margin percentage     20 %     28 %
Adjusted (LBITDA)/EBITDA (1)   $ (38 )   $ 2,423  
Operating (loss)/income   $ (1,440 )   $ 609  
Net (loss)/income   $ (1,475 )   $ 570  
                 
Basic and diluted (loss)/earnings per share   $ (0.10 )   $ 0.04  
                 
Weighted average common shares outstanding                
Basic     14,460       14,450  
Diluted     14,460       14,467  
                 
Gaming operations:                
Revenue   $ 3,851     $ 4,010  
Gross profit   $ 1,476     $ 1,695  
Gross margin percentage     38 %     42 %
                 
Gaming products:                
Revenue   $ 1,305     $ 4,272  
Gross margin (loss)/profit   $ (456 )   $ 610  
Gross margin percentage     (35 )%     14 %

 

 

 
(1) We define “Adjusted (LBITDA)/EBITDA” as (loss)/earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash operating income and expenses. Adjusted (LBITDA)/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 (LBITDA)/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 (LBITDA)/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 (LBITDA)/EBITDA as a supplement to financial measures in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted (LBITDA)/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 (LBITDA)/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 (LBITDA)/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, taxes and other non-recurring charges, which are not reflected in Adjusted (LBITDA)/EBITDA. Our calculation of Adjusted (LBITDA)/EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

 

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A reconciliation of (LBITDA)/EBITDA, as adjusted, to the net (loss)/income is provided below.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2016     2015  
Net (loss)/income — GAAP basis   $ (1,475   $ 570  
Interest expense and finance fees           1  
Interest income     (3 )     (3
Income tax expenses     119       20  
Depreciation and amortization     1,307       1,810  
Stock-based compensation expenses     14       30  
Gain on disposition of assets           (5
Adjusted (LBITDA)/EBITDA   $ (38   $ 2,423  

 

Total revenue decreased approximately $3.1 million to $5.2 million for the three-month period ended March 31, 2016 compared to approximately $8.3 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 revenue from NagaWorld, as discussed in greater detail below, and the Philippines partially offset by higher revenue from Thansur Bokor. 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.

 

Gross profit decreased approximately $1.3 million to $1.0 million for the three-month period ended March 31, 2016 compared to approximately $2.3 million in the prior year period. The decrease was primarily a result of a decrease in sales and an increase in gross margin loss for the gaming products division, as described in greater detail below, and lower gaming operations revenue compared to the prior year period.

 

Operating loss increased approximately $2.0 million to $1.4 million for the three-month period ended March 31, 2016 compared to income of approximately $609,000 in the prior year period. The increase in operating loss was primarily a result of the lower gross profit and higher operating expenses mainly related to the development of the social casino gaming platform and legal fees related to the Dolphin litigation.

 

Net loss increased approximately $2.0 million to $1.5 million for the three-month period ended March 31, 2016 compared to an income of approximately $570,000 in the prior year period. The increase in net loss was primarily a result of the lower operating income, as explained above.

 

Gaming Operations

 

Revenues from gaming operations consisted of the EGM operations, which include leasing machines on both a revenue sharing (participation) and fixed fee basis.

 

    Three-Month Periods Ended March 31,  
(amounts in thousands, except per unit data)   2016     2015  
Net revenue to the Company                
Participation operations                
Cambodia   $ 2,575     $ 3,118  
Philippines       595       670  
Service revenue (1)     224       222  
Consolidated participation total   $ 3,394     $ 4,010  
Fixed fee operations     457        
Consolidated total   $ 3,851     $ 4,010  
                 
Average revenue per unit per day                
Participation operations                
Cambodia   $ 142     $ 128  
Philippines     60       68  
Consolidated participation average   $ 108     $ 108  
Fixed fee operations   $ 22     $  

  

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    March 31,  
    2016     2015  
Total EGM seats in operation                
Participation operations                
Cambodia     329       1,045  
Philippines     547       546  
Consolidated participation total       876       1,591  
Fixed fee operations     670        
Consolidated total     1,546       1,591  

 

 

 
(1) Service revenue represents reimbursements of certain expenses for EGM participation operations, which for accounting purposes, are included in the revenue and grossed up in the cost of gaming operations.

 

Revenue from gaming operations decreased approximately $159,000 to $3.9 million during the three-month period ended March 31, 2016 compared to approximately $4.0 million in the prior year period. The decrease was primarily due to lower revenue from NagaWorld and the Philippines partially offset by higher revenue from Thansur Bokor.

 

Gaming operations revenue for the three-month periods ended March 31, 2016 and 2015 included approximately $224,000 and $222,000, respectively, in service revenue related to the reimbursement of net shared costs from casino operators for the participation agreements.

 

Revenue from the Cambodia decreased approximately $543,000 to $2.6 million for the three-month period ended March 31, 2016 compared to approximately $3.1 million in the prior year period. The decline was primarily due to lower revenue from NagaWorld partially offset by higher revenue from Thansur Bokor. As described in more detail above, for the three-month period ended March 31, 2016, our operations at NagaWorld operated under the machine operation and participation agreement until its expiration on February 29, 2016 and under the machine lease agreement beginning March 1, 2016. The machine operation and participation agreement provided us with a 25% share of the average daily net win per unit and the machine lease agreement provided us with a fixed fee of $22 per day per unit.

 

Revenue from the Philippines decreased approximately $75,000 to $595,000 for the three-month period ended March 31, 2016 compared to approximately $670,000 in the prior year period. The decrease was due to lower average net win per day per unit primarily as a result of increased competition from major casino resorts in the Manila area. Due to the competitive environment in the Philippines, we are focused on enhancing returns on assets in this market through targeted marketing programs and strategic management of and investment in our machine mix.

 

Gross profit from gaming operations decreased approximately $219,000 to $1.5 million for the three-month period ended March 31, 2016 compared to approximately $1.7 million in the prior year period primarily due to the lower revenue. Cost of gaming operations for the three-month period ended March 31, 2016 included approximately $482,000 in depreciation of gaming property and equipment, $434,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $1.4 million of other operating costs which in included severance costs associated with the termination of the NagaWorld staff upon expiration of the machine operation and participation agreement. Of the total $626,000 in total severance costs, $555,000 was recorded in cost of gaming operations. Cost of gaming operations for the three-month period ended March 31, 2015 included approximately $819,000 in depreciation of gaming property and equipment, $611,000 of amortization of casino contracts, $63,000 of amortization of other gaming related intangibles and $822,000 of other operating costs.

 

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As of March 31, 2016, we had a total of 1,851 EGM seats of which 305 were held in inventory and 1,546 were in operation. Of the 1,546 EGM seats in operation, 999 were in operation in three venues in Cambodia and 547 were in operation in three venues in the Philippines.

  

    March 31, 2016     December 31, 2015  
(amounts in thousands, except per unit data)   Units     Carrying Value     Units     Carrying Value  
EGMs and systems used in operations (1)     1,546     $ 2,519       1,543     $ 2,871  
EGMs and systems held for future use     305       64       308       114  
Total EGMs and systems     1,851     $ 2,583       1,851     $ 2,985  

 

 

 
(1) EGMs and systems used in operations as of March 31, 2016 and December 31, 2015 included 31 leased EGM seats and, therefore, their carrying values were not included.

  

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

 

Gaming Products

 

Gaming products revenue decreased approximately $3.0 million to $1.3 million for the three-month period ended March 31, 2016 compared to approximately $4.3 million in the prior year period. The decrease was mainly a result of lower sales of gaming chips and plaques to existing customers for the three-month period ended March 31, 2016.

 

Gross margin loss on gaming products increased approximately $1.1 million to $456,000 for the three-month period ended March 31, 2016 compared to a gross profit of approximately $610,000 in the prior year period. The increase in gross margin loss was primarily due to lower sales volumes, reduced production efficiencies and under-absorption of overhead expenses compared to the prior year period.

 

Social Casino Gaming Platform

 

In the year ended December 31, 2015, we began development of an online social casino gaming platform. We capitalize costs for the development of the platform and the internal-use software when the planning stage efforts are successfully completed, management has committed project resourcing and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on the straight-line basis over the estimated useful lives of the related assets. Costs incurred prior to meeting these criteria are expensed to research and development expenses as incurred. For the three-month period ended March 31, 2016, we incurred approximately $398,000 in expenses for research and development activities and approximately $334,000 in capitalized costs related to the development of the social casino gaming platform.

 

Operating Expenses

 

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

 

    Three-Month Periods Ended March 31,  
(amounts in thousands)   2016     2015  
Selling, general and administrative expenses   $ 1,946     $ 1,582  
Stock-based compensation expenses     14       30  
Gain on disposition of assets           (5 )
Research and development expenses     448       35  
Depreciation and amortization     52       54  
    $ 2,460     $ 1,696  

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses increased approximately $364,000 to $1.9 million for the three-month period ended March 31, 2016 compared to approximately $1.6 million in the prior year period. Consulting and legal expenses increased approximately $304,000 primarily due to legal fees related to the Dolphin Products Limited litigation and professional advisors’ fees. Office expenses increased approximately $57,000 due to management and administrative service fees paid to Melco Services Limited. In addition, other tax expenses increased approximately $45,000 mainly as result of a 10% withholding tax for the fixed machine lease income. The increases were partially offset by decreases in salaries and wages of approximately $35,000 due to lower corporate and gaming operations headcount. In addition, advertising, utilizes, printing expenses and other expenses decreased approximately $7,000 primarily due to various cost reduction initiatives.

 

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Stock-Based Compensation Expenses

 

Stock-based compensation expenses decreased approximately $16,000 to $14,000 for the three-month period ended March 31, 2016 compared to approximately $30,000 in the prior year period primarily due to no new option grants issued and a decrease in average stock prices during the three-month period ended March 31, 2016 as compared to the prior year period.

 

Research and Development Expenses

 

Research and development expenses increased approximately $413,000 to $448,000 for the three-month period ended March 31, 2016 compared to approximately $35,000 in the prior year period mainly as a result of approximately $398,000 in expenses related to the development of the new social casino gaming platform in the three-month period ended March 31, 2016.

 

Depreciation and Amortization Expenses

 

Depreciation and amortization expenses were approximately $52,000 for the three-month period ended March 31, 2016, which were essentially unchanged from approximately $54,000 in the prior year period.

 

Other Income/(Expenses)

 

Other income increased approximately $103,000 to $84,000 for the three-month period ended March 31, 2016 compared to expenses of approximately $19,000 in the prior year period. The increase in other income was primarily due to foreign currency gains compared to losses in the prior year period mainly as a result of the settlement of U.S. dollar denominated payables for the Philippines operations with a depreciated U.S. dollar compared to the prior year period.

 

Income Tax Provisions

 

Effective tax rates for the three-month periods ended March 31, 2016 and 2015 were approximately (8.8%) and 3.4%, respectively. We continue to review the treatment of tax losses and future income generated by our foreign subsidiaries to minimize taxation costs.

 

FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of March 31, 2016, we had total cash and cash equivalents of approximately $30.7 million and working capital of approximately $31.1 million. Our cash and working capital during the three-month period ended March 31, 2016 was positively impacted by cash flow from operating activities of approximately $415,000 but was negatively impacted by investments in the development of the social casino gaming platform.

 

Since March 31, 2016, our cash flow from operations has been positively impacted by gaming operations revenue partially offset by increased operating expenses primarily related to the development of the social casino gaming platform and legal fees.

 

Our machine operation and participation contract with NagaWorld expired on February 29, 2016 and, on March 1, 2016, we entered a new machine lease agreement, as described above, which provides significantly lower cash flow from these operations. The reduced cash flow from the NagaWorld operations, estimated annual operating costs and expenses of $4 million to $4.5 million related to the development of the social casino gaming operations and the sale of the gaming products division’s assets in May 2016, are together expected to negatively impact our cash flow from operations for the year ended December 31, 2016. However, our cash position will benefit from the receipt of approximately $5.9 million in cash proceeds from the sale of the Dolphin assets, of which approximately $3.5 million will be paid in May 2016.

 

We continue to pursue new projects in both existing and new businesses to replace the reduced cash flow from the NagaWorld operations. However, there is no guarantee we will be successful in these efforts.

 

We presently expect that our capital expenditures for the remainder of 2016 will be approximately $1.5 million to $2.0 million, excluding the costs and expenses of any new projects. This primarily includes: approximately $500,000 for EGMs and system purchases and upgrades for gaming operations and approximately $1 million to $1.5 million for the development of the social casino gaming platform.

 

We anticipate our available working capital, along with cash expected to be generated from operating activities, will allow us to meet our capital expenditure needs through the remainder of 2016, excluding the costs and expenses of any new projects.

 

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However, as noted above, we continue to pursue new 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 the remainder of 2016 would increase beyond the amounts discussed above. Where possible, we intend to fund our new projects from our cash flow from operating activities 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. Nonetheless, we may endeavor to obtain additional required capital from various financing sources including commercial debt financing and the sale of our debt or equity securities should the need arise. 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 Flow Summary

 

    Three-Month Periods Ended March 31,  
(amount in thousands)   2016     2015  
Cash provided by/(used in):                
Operations   $ 415     $ 4,346  
Investing     (380 )     (826 )
Financing            
Effect of exchange rate change in cash     (31 )     (1 )
    $ 4     $ 3,519  

 

Operations

 

Cash provided by operating activities was approximately $415,000 for the three-month period ended March 31, 2016 compared to approximately $4.3 million in the prior year period. For the three-month period ended March 31, 2016, cash provided by operating activities primarily resulted from operating income from the gaming operations division partially offset by an operating loss from the gaming products division, an increase in the use of funds for working capital and expenses related to the development of the social casino gaming platform . For the three-month period ended March 31, 2015, cash provided by operating activities primarily resulted from operating income from both the gaming operations and gaming products divisions and a decrease in the use of funds for working capital.  

 

Investing

 

Cash used in investing activities was approximately $380,000 for the three-month period ended March 31, 2016 compared to approximately $826,000 in the same period of the prior year. The net decrease in cash used in investing activities was mainly a result of fewer purchases of equipment for the gaming products division and EGMs for the gaming operations division.

 

Financing

 

Cash used in financing activities was $NIL for the three-month periods ended March 31, 2016 and 2015.

 

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, 2016, we had net accounts receivable of approximately $1.1 million, representing 2.5% 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 an accrual basis for customers with doubtful accounts receivable. Our allowance for doubtful accounts receivable was $NIL as of March 31, 2016 and December 31, 2015.

 

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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. Our inventory provision was approximately $89,000 and $14,000 for the three-month periods ended March 31, 2016 and 2015, respectively.

 

Gaming Equipment and Property and Equipment

 

As of March 31, 2016, we had gaming equipment and property and equipment of approximately $8.2 million, representing 18.5% of our total assets. We depreciate gaming equipment and property and equipment on the straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategies and legal considerations such as contractual life. Future events, such as property expansions, property developments, trends in market demand, new competition, or technology obsolescence, could result in a change in the manner in which we use certain assets and require changes in the estimated useful lives of such assets.

 

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

 

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

 

Goodwill and Intangible Assets, including Casino Contracts

 

As of March 31, 2016, we had intangible assets, including goodwill and casino contracts of approximately $1.1 million, representing 2.4% 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 provision 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 provision 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, 2016, we had casino contracts and a gaming operation agreement aggregating approximately $128,000, representing 12% of total intangible assets.

 

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 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 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, we evaluate 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.

 

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Stock-based compensation expenses totaled approximately $14,000 and $30,000 for the three-month periods ended March 31, 2016 and 2015, respectively, in the accompanying consolidated statements of comprehensive income.

 

Income Taxes

 

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

 

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

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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, 2016.

 

(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, 2016 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit
No.
  Description   Method of Filing
3.1   Certificate of Change filed with the Secretary of State of Nevada on November 24, 2015.   Filed electronically herewith
         
10.1   Management Services Agreement dated January 27, 2016 entered into between the Registrant and Melco Services Limited.     Incorporated by reference from the Registrant’s current report on Form 8-K filed on January 27, 2016
         
10.2   Lease of Machines Agreement dated February 29, 2016 between Elixir Gaming Technologies (Cambodia) Limited and NagaWorld Limited.     Incorporated by reference from the Registrant’s current report on Form 8-K filed on February 29, 2016
         
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

 

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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 16, 2016 By: /s/ Clarence Chung  
      Clarence Chung  
    Its: President and Chief Executive Officer  
         
         
Date:  May 16, 2016 By: /s/ Traci L. Mangini  
      Traci L. Mangini  
    Its: Interim Chief Financial Officer  

 

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