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Under standards established by the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants, a material weakness is a deficiency, or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
Under standards established by the Public Company Accounting Oversight Board and the American Institute of Certified Public Accountants, a significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting, that is less severe than a material weakness yet important enough to merit. Table of Contents attention by those responsible for oversight of our financial reporting. The material weakness related to our not having adequate procedures and controls to ensure that accurate financial statements could be prepared and reviewed on a timely basis.
During , we undertook significant actions to remediate the material weakness. However, in connection with such audit our independent accountants did identify a significant deficiency in our internal controls relating to our procedures and processes for accounting for impairments of long lived assets.
During , we continued to undertake actions to remediate the significant deficiencies noted in the audit of our financial statements as of and for the year ended December 31, As a result of our actions, our independent accountants did not identify any significant deficiencies in connection with the audit of our financial statements as of and for the year ended December 31, Upon becoming a public company, we will be required provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form K.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. We could be an emerging growth company for up to five years following the effectiveness of this registration statement.
We will cease to be an emerging growth company upon the earliest of: We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We have irrevocably elected not to avail ourselves of this accommodation allowing for delayed adoption of new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We intend to continue to improve our internal controls over financial reporting and ensure we are able to produce accurate and timely financial statements. However, no assurance can be given that our actions will be successful.
Since the formation of AP Gaming in August , it has had no operations. AP Gaming, along with its subsidiaries shown in Item 1. In the tables below, we provide selected historical consolidated financial data of AGS Capital, LLC as of and for the periods indicated. The unaudited Consolidated Balance Sheet Data as of September 30, has been extracted without material adjustment from our accounting records.
Consolidated Statements of Operations: Cost of equipment sales. Loss gain on disposition of assets. Impairment of long-lived assets. Write downs and other charges. Other expenses income , net. Foreign currency translation adjustment. Net cash provided by operating activities. Net cash used in investing activities. Net cash provided by financing activities. Capital expenditures of gaming equipment, vehicles and other equipment.
Cash and cash equivalents. Gaming equipment, vehicles and other equipment. The following Unaudited Pro Forma Consolidated Financial Data reflect adjustments to the historical consolidated financial statements of AGS Capital to give effect to the Acquisition and our anticipated post acquisition capital structure described in the notes to the Unaudited Pro Forma Consolidated Financial Data as of September 30, for the Unaudited Pro Forma Consolidated Balance Sheet and as of January 1, , the first day of fiscal , for the Unaudited Pro Forma Consolidated Statements of Operations presented for both the nine months ended September 30, and the year ended December 31, The Unaudited Pro Forma Consolidated Financial Data shows the impact of the Acquisition on the consolidated balance sheets and the consolidated statements of operation under the acquisition method of accounting.
Under this method of accounting, the assets and liabilities of AGS Capital are recorded at their estimated fair values as of the date the Acquisition is completed. In addition, as explained in more detail in the accompanying notes to the Unaudited Pro Forma Consolidated Financial Data, the amounts reflected in the Unaudited Pro Forma Consolidated Financial Data are subject to adjustment.
The Unaudited Pro Forma business combination adjustments for the acquisition of AGS Capital include the expected business combination adjustments that will be recorded when AP Gaming Acquisition, LLC finalizes its accounting for the Acquisition based upon the fair value of the assets acquired and liabilities assumed.
The business combination adjustments may be refined as additional information becomes available. The Unaudited Pro Forma Consolidated Financial Data are for informational purposes only and is not necessarily indicative of what our financial performance would have been had the transactions reflected therein been completed on the dates assumed. It may not reflect the financial performance that would have resulted had we been operating as an acquired company during those periods.
In addition, it is not indicative of our future financial performance. The Unaudited Pro Forma Consolidated Financial Data are compiled in a manner consistent with the accounting policies that will be used by us in preparing our consolidated financial statements. All Pro Forma adjustments are directly attributable to the transactions, factually supportable and based on available information and assumptions that we believe are reasonable.
Loss on disposition of assets. Phantom unit plan compensation. Impairment of long lived assets. Writedowns and other charges. Net loss before income tax benefit. Loss per common share. Weighted average common shares outstanding in thousands. Net loss before income taxes. Notes receivable - current portion. Gaming equipment, vehicles and other equipment, net.
Notes receivable, net of current portion. Deferred loan costs, net. Accounts payable and accrued liabilities. Current maturities of long-term debt. Preferred stock , authorized, no shares issued and outstanding. Common Stock 30,, authorized, 10,, shares issued and outstanding. Accumulated other comprehensive income.
The following table sets forth the assumed principal outstanding, interest rate and maturity for each component of our new credit facilities:. For the purposes of the Unaudited Pro Forma Consolidated Statements of Operations, we have assumed that our outstanding borrowings bear interest at the floor of bps plus an applicable margin of 8. For the purposes of the Unaudited Pro Forma Consolidated Statements of Operations, we have assumed that the commitment fee on our revolving credit facility, which is payable quarterly in arrears, is at a rate of 0.
The following table summarizes the adjustments in the Unaudited Pro Forma Consolidated Statements of Operations to reflect the adjustments to interest expense on third party debt:. New Term Loan Facility. Revolver facility unused commitment fee.
Pro forma interest charges on the term facility and revolver facilities were calculated at a rate of 9. Fees and expenses attributable to the new credit facilities are amortized on an effective yield basis over the life of the related loan.
A change of one-eighth of 1. Book value of net assets. Assets remaining at seller. Net book value of net assets acquired. Net Tangible book value of net assets acquired. Estimate of consideration expected to be transferred: Cash to the balance sheet. Transaction costs of the acquirer. Repayment Initial Term Loan. Adjusted estimate of consideration expected to be transferred: Excess purchase price over net assets acquired. Gross adjustment to goodwill.
Net adjustment to goodwill. Internally developed gaming software. Total intangible assets acquired. The estimate is preliminary, subject to change and could vary materially from the actual adjustment at the time of consummation of the acquisition.
Proceeds from capital contribution. Repayments of initial term loan and related fees. Transaction expenses and deferred loan costs. Cash purchase price for equity acquired. Repayment of Initial Term Loan non-current portion. New Term Loan Facility current portion. Repayment of Initial Term Loan current portion. Elimination of historical accumulated deficit. Write off deferred loan costs due to the repayment of the initial term loan. Write off the debt discount associated with the initial term loan.
Early repayment penalty on initial term loan. Table of Contents Business Outlook. During and , and into , the poor macro-economic environment had a negative impact on consumer discretionary spending. As a result, the U. While the recessionary pressures were felt in most markets, the core destination markets of the Las Vegas Strip and Atlantic City were among the hardest hit due to the negative effects of both the recession and increased regional competition, while other commercial markets and the Native American markets were not as adversely impacted.
During , we began to see improvements in regional commercial gaming jurisdictions, which have continued through the third quarter of We believe the current economic environment presents multiple opportunities for our business. We believe the improving economy should lead to increases in consumer discretionary spending, which should in turn drive higher revenues in existing gaming locations. In addition, state budget deficits have ballooned and many states with fiscal difficulties are turning to gaming as a source of revenue enhancement, which we believe presents us with continued long-term growth opportunities.
We believe our participation model offers an attractive value proposition to casino and other facility operators; especially in the current economic environment. In addition, our selective use of development agreements to secure incremental game placements under long-term contracts provides customers with additional capital to help expand their operations. Key Drivers of Our Business. Our total revenues are impacted by the following key factors:. Our expenses are impacted by the following key factors:.
Our financial presentation also includes a number of other operating subsidiaries we own or have owned in the past. It was capitalized through a note payable to AGS Capital. The aggregate purchase price of the transaction was allocated to the identifiable intangible assets and tangible assets acquired, based on their estimated fair values at the date of acquisition, with any residual amount allocated to goodwill as follows:. Table of Contents The aggregate purchase price of the transaction has been allocated to the identifiable intangible assets and tangible assets acquired, based on their estimated fair values at the date of acquisition, as follows:.
The aggregate purchase price of the transaction has been allocated to the identifiable intangible assets and tangible assets acquired, based on their estimated fair values at the date of acquisition, as follows:.
During , we sold certain equipment acquired in connection with this transaction to the previous owner of Gametronics in exchange for a licensing agreement, under which we will earn licensing fees for providing our software. The Acquisition was consummated on December 20, The Term Loans accrue interest at LIBOR or base rate, at our election, subject to an interest rate floor plus an applicable margin rate.
Aggregate principal amounts of the Term Loans shall be payable in quarterly installments equal to 1. The Term Loans are subject to certain financial covenants and other covenants including a total leverage ratio and an interest coverage ratio, as well as limits on capital expenditures. In October , we entered into financing agreements to purchase gaming machines from various third party suppliers for lease to a company that operates and service slot routes in Illinois.
The agreements require monthly payments of interest and principle and have terms ranging from 24 to 36 months and carry an interest rate from 8. Table of Contents Results of Operations. The following tables set forth certain selected audited and unaudited condensed consolidated financial data for the periods indicated:. Gain loss on disposition of assets.
Other income expenses, net. The increase in gaming revenue was primarily a result of transitioning from predominantly participation based revenue to more lease based revenue, including the addition of an entirely new lease market when we expanded our operations into Illinois.
Table of Contents Cost of equipment sales. The increase is due to an increase in games sales. The increase in the loss on disposition of assets was primarily a result of a loss event regarding old gaming devices from our Oklahoma warehouse. The expense represents the recognition of the change in the fair value of the phantom units that vested during the two periods. Impairment of long-lived assets represents an impairment loss for obsolete gaming machines.
The amount relates to a lease incentive associated with a long-term lease with a gaming operator in Illinois entered into in for which the lease was amended in September We did not record an impairment charge in the nine months ended September 30, The impairment, which accounted for the entire balance, was a result of the combination of an increase in our weighted average cost of capital primarily related to the increased interest rate related to the UBS debt and reduced revenue with in our long-term operating plan.
The increase in interest expense was primarily due to the increased interest rate for the new credit agreement entered into in August The increase in interest income was primarily the result of additional interest recognized on the loans to the gaming operators in the Illinois VGT market partially. Table of Contents offset by a decrease in the outstanding principal amount of our other development agreement notes receivable generating interest income.
The remainder for and relates to the change in foreign currency exchange. The increase in gaming revenue was primarily a result of an increase in the install base of leased games, which yielded a higher fee per day compared to participation games.
The decrease in equipment sales was primarily due to our decision to focus on the recurring revenue portion of our business rather than game sales, which resulted in fewer units being sold in compared to We prefer the recurring revenue model due to the predictability of revenues and associated cash flows that game sales do not offer since many of the underlying contracts in our recurring revenue business are multi-year in nature.
The decrease in gaming operating expenses was primarily a result of the consummation of the Bluberi transaction in May The decrease in cost of equipment sales was primarily a result of fewer equipment sales as described above. The loss for represents two material dispositions, while the loss was primarily a result of a loss on the sale of gaming equipment in the fourth quarter of and the loss on written off gaming equipment in Mexico partially offset by the return of gaming equipment by the state of Alabama which was previously written off.
The increase in general and administrative costs for was due primarily to an increase in research and development and payroll costs. The increase in selling and marketing costs was primarily a result of higher commission expense partially offset by lower general selling costs. The costs represent the recognition of the change in the fair value of the phantom units that vested during Table of Contents Impairment of long lived assets.
The increase is primarily due to a greater number of gaming machine we do not expect to use for future deployments resulting from our decision to focus on newer cabinet models. The remaining amount related to customer agreements and internally developed software associated with a licensing agreement held by AGS Toronto, which we terminated in March There was no impairment for intangibles in The impairment is a result of the combination of an increase in our weighted average cost of capital primarily related to the increased interest rate related to our Term Loans and reduced revenue with in our long-term operating plan.
There was no impairment for goodwill in The costs solely relate to unsuccessful financial transactions. The increase in depreciation was primary related to additional costs for new gaming machines including the new deployments for Illinois VGT market. The increased amortization expense was primarily a result of the amortization of the intangible associated with the Bluberi transaction that was completed in May as well as an increase in internally developed software, partially offset by certain intangibles that were fully amortized in The increase in interest expense was primarily related to the increased interest rate for the Term Loans, which we entered into in August The decrease in interest income was primarily the result of a decrease in the outstanding principal amount of our development agreement notes receivable generating interest income.
The decrease in gaming revenue was primarily a. Table of Contents result of a decrease in average game count along with adverse weather in Oklahoma in the first quarter of , which caused several casino closures where our games are located. The decrease in equipment sales was primarily a result of a relatively flat number of units sold during compared to at a lower average selling price. In addition, there was a decrease in parts sales in compared to The decrease in cost of equipment sales was primarily a result of equipment sales at a lower average selling price as described above.
The loss on disposition of assets was primarily a result of a loss on the sale of gaming equipment in the fourth quarter of and the loss on written off gaming equipment in Mexico offset by the return of gaming equipment by the state of Alabama which was previously written off.
The decrease in general and administrative costs for was due primarily to a reduction in bad debt expense compared to The decrease in selling and marketing costs was primarily a result of a reduction in sales payroll expense. Phantom unit compensation for represents the recognition of the change in the fair value of the phantom units that vested during There was no phantom unit compensation in Impairment of long-lived assets for represents the recognition of an impairment loss for obsolete gaming machines.
There was no impairment loss in The increase in depreciation and amortization expense was primarily a result of a full year of amortization of licenses with Bluberi in as well as an increase in internally developed capitalized software in The decrease in interest income was primarily the result of a decrease in. Table of Contents the outstanding principal amount of our development agreement notes receivable generating interest income.
Liquidity and Capital Resources. We expect that primary ongoing liquidity requirements will be for capital expenditures, working capital, other debt service, game development and other customer acquisition activities.
We expect to finance these liquidity requirements through a combination of cash on hand and cash flows from operating activities. The proceeds of the Revolving Facility will be used by the Borrower from time to time for general corporate purposes and other purposes agreed to with the lenders.
The Term Facility will mature on the seventh anniversary of the Closing Date, and the Revolving Facility will mature on the fifth anniversary of the Closing Date. The Term Facility requires scheduled quarterly payments in amounts equal to 0. In addition, on a quarterly basis, the Borrower is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments thereunder at a rate of 0.
The Senior Secured Credit Facilities require that the Borrower maintain a maximum net first lien leverage ratio set at a maximum of 5.
The Senior Secured Credit Facilities contain limitations on. Table of Contents additional indebtedness, guarantees, incurrence of liens, investments and distributions, as defined. The Senior Secured Credit Facilities also contain customary events of default included in similar financing transactions, including, among others, failure to make payments when due, default under other material indebtedness, breach of covenants, breach of representations and warranties, involuntary or voluntary bankruptcy, and material judgments.
Based on our current business plan, we believe that our existing cash balances, cash generated from operations and availability under the Revolving Facility will be sufficient to meet our anticipated cash needs for at least the next twelve months and that we will be in compliance with the Senior Secured Credit Facilities, including the maximum net first lien leverage ratio for the quarters ended June 30, , September 30, and December 31, However, our future cash requirements could be higher than we currently expect as a result of various factors.
Our ability to meet our liquidity needs could be adversely affected if we suffer adverse results of operations, or if we violate the covenants and restrictions to which we are subject under the credit facility.
Additionally, our ability to generate sufficient cash from our operating activities is subject to general economic, political, regulatory, financial, competitive and other factors beyond our control.
Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our existing credit facility in an amount sufficient to enable us to pay our service or repay our indebtedness or to fund our other liquidity needs, and we may be required to seek additional financing through credit facilities with other lenders or institutions or seek additional capital through private placements or public offerings of equity or debt securities.
The Company has historically produced a loss from operations due mainly to the capital nature of the business and the resulting depreciation and amortization expense. During the nine months ended September 30, and for and , the net operating losses were further impacted by the impairments that were recorded.
Table of Contents related to the Bluberi transaction. Significant Accounting Policies and Critical Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make decisions based upon estimates, assumptions and factors we consider relevant to the circumstances.
Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures.
Changes in future economic conditions or other business circumstances may affect the outcomes of our estimates and assumptions. Accordingly, actual results could differ materially from those anticipated. We believe that the following critical accounting policies and underlying estimates and judgments involve a higher degree of complexity than others do:. Management considers an accounting estimate to be critical if:.
Table of Contents Revenue Recognition. The majority of our gaming revenue is recurring and generated under participation agreements whereby we provide electronic gaming machines and systems in return for a percentage these gaming machines generate or a daily licensing fee.
Under these arrangements, we generally retain ownership of the gaming equipment installed at customer facilities and are responsible for providing ongoing maintenance and support of the equipment. Certain arrangements require a portion of the revenue generated by our equipment to be set aside to be used to fund facility-specific marketing, advertising, promotions and service.
These amounts are offset against revenue. We record revenue from our participation agreements based on the revenue generated by our machines during the reporting period factoring in the specified revenue share percentage for each customer. We record revenue from daily fee agreements based on the number of operating machine days during the reporting period multiplied by the specified daily fee per gaming unit or other denominator specified in the contracts.
Revenues from the stand-alone product sales or separate accounting units are recorded when:. The Company believes that the sale of its machines, and installation, training, service and removal thereof do not meet all the criteria in ASC The cost related to the servicing of these machines is expensed as incurred and is not significant compared to the total revenue generated from the lease contract. Further, the Company does not offer the servicing of machines i.
Notes Receivable and Development Agreements. We enter into development agreements to provide financing for the construction of new gaming facilities or the expansion of existing facilities. The agreements generally come in two forms. The first is in the form of a loan or note receivable. Interest income is recognized on the repayment of the notes based on the stated rate or, if not stated explicitly in the development agreement, on an imputed interest rate.
If the interest rate is to be imputed, a discount to the note receivable and a corresponding intangible is recorded.
The intangible is recognized in the financial statements as a contract right under development agreement and amortized on a straight-line basis as a reduction in revenue over the term of the agreement.
The second is in the form of an advance that is not expected to be repaid. These advances are accounted for as customer rights and amortized over the term of the agreement on a straight-line basis as a reduction in revenue. This computer determines the result of each wager. Each machine linked to the system receives an equal chance of winning. VLT payouts come from a limited prize pool, much like the scratch-off lottery tickets you would buy at a convenience store or other vendor.
Unlike common perception, Class II games may or may not have a skill element. In these cases, they are all considered class 2 machines. This is an important distinction, because states only allow a certain number of classification III licenses.
Also, the player must be active, recognizing when they win and announcing the result, like in bingo. Finally, all players play from the same set of numbers. Each of these provides a different gaming experience. In Louisiana, which permits only video poker machines in non-casino locations, the study found that VGTs reduced casino slot revenue by In West Virginia, the study said, VGTs cut into casino slot revenue but the amount could not be quantified.
In Illinois, he said, many VGT sites put substantial amounts of money back into their businesses after a couple of years. It goes way beyond that in the long run. Follow us on social media!
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We have entered into licensing agreements with a number of top brands and are developing a series of trivia-based games which will be marketed as the It Pays to Know series.
For each brand, we intend to take to market at. Table of Contents least two different products to maximize the potential of creating a hit franchise.
It represents the first game on the Roadrunner platform which will be featured in a Premium format. We plan to replicate the success of Diamond Lotto in other Class III gaming markets where we have a smaller footprint.
This unit runs on our Roadrunner platform and enables us to offer up to 24 titles per terminal, including traditional reel games, classic card games and specialty poker products in order to maximize operator and location revenue. We researched the market intensively to carefully create a portfolio of games that are well suited to player preferences for a route operated market.
The resulting mix is a collection that includes several of our highest grossing titles as well as external content that was specifically licensed for use in the Illinois market. Our product strategy also involves title development utilizing independent design studios to create content on the new Roadrunner platform. We are also implementing the first of three titles that we acquired from Design Works Gaming, an independent studio based in Phoenix.
The first of these titles is Armadillo Artie , which was launched in the third quarter of In addition, we also intend to partner with developers that own their own platforms as an additional source of content. As part of the distribution agreement, we will provide sales and service for Colossal designed games. For example, the Big Red cabinet is over eight feet wide and we believe is one of the top games in both California and Oklahoma. More recently, we expanded our development agreement with Colossal to include three Colossal titles that will be developed on our GT cabinet for sale or deployment in all jurisdictions where we are licensed.
Our product strategy is to develop unique Premium product offerings and create our own product categories and subcategories featuring these Premium offerings.
We will also test various unique game play methods on our Standard series of games which will also be used to manage yield in the existing installed base. Our growing library of new Standard titles provides us with a broader selection to actively manage our title mix and keep our installed base fresh with new popular content.
For Premium games, we intend to become the market leader in sub-categories wherever possible. All games in the It Pays to Know series will also include a trivia bonus feature, which is unique to our games. We believe this strategy will allow us to maintain our market leadership within our Class II base in existing markets and to expand into Class III casinos in other key jurisdictions.
Table of Contents Manufacturing. We believe we have limited concentration risk with Cole, since we own the rights to our cabinet designs and thus have the ability to change manufacturers in the event of a dispute. Cole is based in Las Vegas, Nevada and is owned by Kepro International, a large international manufacturing company with multiple manufacturing facilities.
Our gaming machine and system production facility is also located in and managed out of Oklahoma. Production at this facility includes building and refurbishing gaming machines excluding gaming cabinets and servers, parts support and purchasing. Field service technicians are located in various jurisdictions throughout the U.
They are responsible for installing, maintaining and servicing the player terminals and systems. Manufacturing commitments are generally based on expected quarterly sales orders from customers. Due to uneven order flow from customers, component parts common to all gaming machines are purchased and assembled into a partial product that are inventoried to be able to quickly fill final customer orders.
We generally warrant our new gaming machines sold in the United States for a period of days, while we warrant our gaming machines sold internationally for a period of days to one year.
Our warranty costs have not been significant. We believe the quality and breadth of our customer base is a strong testament to the effectiveness and quality of our product offerings, technological innovation and customer service. The combination of our customer-aligned participation model, quality customer service and strong game performance has allowed us to develop long-term relationships with our tribal and commercial casino customers.
The combination of our customer-aligned participation model, attentive customer service and superior game performance has allowed us to develop long-term relationships with our tribal and commercial casino customers.
The revenues we earn from the Chickasaw Nation are derived from numerous agreements. We have historically offered select existing and prospective customers financing for casino development and expansion projects in exchange for exclusive rights to a percentage of their floor space.
We also serve customers in commercial, video lottery terminal, charity bingo and route-based markets. Table of Contents Customer Contracts.
We measure the performance of our domestic installed base of participation gaming machines on the net win per day per machine, often referred to as the win per day, or WPD.
Under our participation agreements, we earn a percentage of the WPD of our domestic installed base of participation gaming machines. Our standard participation contracts run one to three years in duration and may contain auto-renewal provisions for an additional term. Our contracts generally specify the number of gaming machines and other equipment to be provided, revenue share, daily fee or other pricing, provisions regarding installation, training, service and removal of the machines, and other terms and conditions standard in the industry.
In some circumstances, we enter into trial agreements with customer that provide a free or fee-based trial period during which the customer may use our gaming machines. Each trial agreement lays out the terms of payment should the customer decide to continue using our machines. Our development or similar agreements in the Native American and other markets may involve both a loan or advance of funds and a gaming equipment lease agreement. These agreements are typically longer term contracts, ranging from four to ten years depending on the amount of financing provided, market and other factors.
These contracts specify the amount and timing of the advances that we will provide, the uses of those funds, and target timing for the construction or remodeling of the gaming facility, if applicable.
In addition, the contracts specify the repayment terms of the loans which vary by customer and agreement. Typical terms contained in these agreements include the percentage of the floor, minimum number of gaming machines, or percentage of the route operation allocated to us, the associated term or period of exclusivity for that allocation or number of gaming machines, minimum game performance thresholds, cure periods and resulting obligations, if any, and other general terms and conditions.
Certain of these development agreements also contain a buyout option, which provides that upon written notice and payment of a buyout fee, the customer can terminate our floor space privileges. To the extent that any of our agreements with Native American tribes are deemed by the NIGC to create an impermissible proprietary interest, such agreements would need to be amended in order to be valid.
To our knowledge, none of our current agreements with Native American tribes create an impermissible proprietary interest in Indian gaming. We generally make efforts to obtain waivers of sovereign immunity in our contracts with Native American customers.
However, we do not always obtain these provisions and where we do they can be limited in scope. There is no guarantee that we will continue or improve our ability to get this term in future contracts. Those cases put into question how sovereign immunity may be viewed by courts in the future.
In the event that we enter into contracts with Native American customers in the future that do not contain a waiver of sovereign immunity, such contracts may be practically unenforceable. Our game sale contracts are typical of those in the industry. They specify the general terms and conditions of the sale, equipment and services to be provided, as well as pricing and payment terms. In some cases, we provide the central server that is used to operate the purchased equipment on a lease and charge a fee per day based on the number of gaming machines connected to the server.
Table of Contents Research and Development. We conduct research and development through an internal team to develop new gaming systems and gaming content. Research and development costs consist primarily of salaries and benefits, travel and expenses and other professional services.
We employ approximately 60 game developers, software and system programmers, project managers and other development and administrative staff that oversee internal game development efforts and manage third party relationships.
The technology and game development division operates primarily out of our Toronto location as well as in Las Vegas. We encounter intense competition from other designers, manufacturers and operators of electronic gaming machines and systems. Our competitors range from small, localized companies to large, multi-national corporations, several of which have substantial resources and market share.
Many of our competitors are large, well-established companies with substantially larger operating staffs and greater capital resources and have been engaged in the design, manufacture and operation of electronic gaming equipment business for many years.
Some of these companies contain significant intellectual property including patents in gaming technology and hardware design, systems and game play and trademarks. In addition, the larger competitors contain significantly larger content portfolios and content development capability and resources, are licensed in markets throughout the United States, and have international distribution. Bally, IGT, Konami, and Aristocrat all have a presence in the back-office accounting and player tracking business which expands their relationship with casino customers.
We have a combination of internally developed and third-party intellectual property, all of which we believe maintain and enhance our competitive position and protect our products.
Such intellectual property includes owned or licensed patents, patent applications, trademarks and trademark applications in the United States and Canada. In addition, pursuant to our license agreements with third-party game developers, we license and distribute gaming software.
Table of Contents Employees. We employ a professional staff, including field service technicians, production, sales, account management, marketing, technology and game development, licensing and compliance, finance and administration, to support our business and operations. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages in the past. We operate in numerous gaming jurisdictions, and our operations are subject to applicable federal, state, tribal and foreign governmental regulations as applicable in each of the gaming jurisdictions in which we operate.
In states where commercial gaming has been legalized, our operations are conducted subject to the applicable law of each such state and applicable federal laws. It is common for regulators to require reporting and disclosure concerning our activities in other gaming jurisdictions, resulting in the possibility that business activities or disciplinary action against us in one jurisdiction could result in disciplinary action in other jurisdictions.
If regulators in any jurisdiction in which we conduct business determine that any officer, key employee, director, major stockholder or other person or entity affiliated with us and subject to regulatory scrutiny under the regulations of such jurisdiction is unsuitable to participate in the gaming industry in such jurisdiction, then we could be required to terminate our relationship with such person.
Our officers, key employees and operational entities have obtained or applied for all required government licenses, permits, registrations, findings of suitability, and approvals necessary to manufacture and distribute gaming products in all jurisdictions where we currently do business.
In most jurisdictions, even once licensed or approved, we remain under the on-going obligation to keep the applicable gaming regulators informed of any material changes in the information provided to regulators as part of the licensing and approval process, and all licenses and approvals must be periodically renewed, in some cases as often as annually. In connection with any initial application or renewal of a gaming license or approval, we and any individual required to submit to background review or licensure in connection with our application or renewal are typically required to make broad and comprehensive disclosures concerning our business, including our finances, ownership and corporate structure, operations, compliance controls and business relationships.
We must regularly report changes in our officers, key employees and other licensed positions to applicable gaming regulators.
Gaming regulators typically have the right to disapprove any change in position by one of our officers, directors, or key employees, or require us to suspend or dismiss officers, directors, or other key employees and cause us to sever relationships with other persons or entities who refuse to file appropriate applications, or whom are found to be unsuitable.
Certain gaming jurisdictions in which we are licensed may prohibit us from making a public offering of our securities without their prior approval. Similarly, changes in control of a licensee through merger, consolidation, acquisition of assets or stock, management or any form of takeover typically cannot occur without the prior approval of applicable gaming regulators.
Such regulators may also require controlling stockholders, officers, directors, and other persons or entities having a material relationship or involvement with the entity proposing to acquire control, to be investigated, and licensed as part of the approval process relating to the transaction. Table of Contents Gaming regulators often have the power to investigate the holders of our debt or equity securities. If any holder of our debt or equity securities is found unsuitable by any gaming regulator in a jurisdiction in which we conduct business, our licensure or approval to conduct business in such jurisdiction could be subject to non-renewal, suspension or forfeiture.
Most gaming jurisdictions impose fees and taxes that are payable by us in connection with our application, maintenance and renewal of our licensure or our approval to conduct business.
The Gambling Devices Act of makes it unlawful for a person to manufacture, transport, or receive gaming devices, or components across interstate lines unless that person has first registered with the Attorney General of the U. This act also imposes gambling device identification and record keeping requirements.
Violation of this act may result in seizure and forfeiture of the equipment, as well as other penalties. As an entity involved in the manufacture and transportation of gaming devices, we are required to register annually. Under the IGRA, gaming activities conducted by federally recognized Native American tribes are segmented into three classes of gaming activities:. Class I gaming represents traditional forms of Native American gaming as part of, or in connection with, tribal ceremonies or celebrations e.
Class I gaming is regulated only by individual Native American tribes. We do not participate in any Class I gaming activities. Class II gaming involves the game of chance commonly known as bingo whether or not electronic, computer, or other technological aids are used in connection therewith to facilitate play and if played in the same location as the bingo, pull tabs, punch board, tip jars, instant bingo, and other games similar to bingo.
Class II gaming also includes non-banked card games, that is, games that are played exclusively against other players rather than against the house or a player acting as a bank. Class III gaming includes all other forms of gaming that are neither Class I nor Class II and includes a broad range of traditional casino games such as slot machines, blackjack, craps and roulette, as well as wagering games and electronic facsimiles of any game of chance.
Department of the Interior. The NIGC has authority to issue regulations related to tribal gaming activities, approve tribal ordinances for regulating gaming, approve management agreements for gaming facilities, conduct investigations and monitor tribal gaming generally.
To the extent that any of our agreements with Native American tribes are deemed to be management contracts, such agreements would require the approval of the NIGC in order to be valid. To our knowledge, none of our current agreements with Native American tribes qualify as management contracts under the IGRA. Certain foreign countries permit the importation, sale, and operation of gaming equipment in casino and non-casino environments.
Some countries prohibit or restrict the payout feature of the traditional slot machine or limit the operation and the number of slot machines to a controlled number of casinos or casino-like locations. Certain jurisdictions do not require the licensing of gaming machine operators and manufacturers. The following risk factors should be considered carefully in addition to the other information contained in this Registration Statement.
This Registration Statement contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Registration Statement.
If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. Our success in the competitive gaming industry depends in large part on our ability to develop and manage frequent introductions of innovative products.
If we are unable to successfully and frequently introduce innovative products, we may be at a competitive disadvantage to our competitors, which could negatively impact our business. The gaming industry is characterized by dynamic customer demand and technological advances.
As a result, we must continually introduce and successfully market new themes and technologies in order to remain competitive and effectively stimulate customer demand. There is no assurance that our investments in research and development will lead to successful new technologies or timely new products.
We invest heavily in product development in various disciplines from hardware, software and firmware engineering to game design, video, multimedia, graphics and sound.
Because our newer products are generally more technologically sophisticated than those we have produced in the past, we must continually refine our production capabilities to meet the needs of our product innovation. If we cannot efficiently adapt our manufacturing infrastructure to meet the needs of our product innovations, or if we are unable to make upgrades in our production capacity in a timely manner, our business could be negatively impacted.
Our customers will generally accept a new product if it is likely to increase operator profits. The amount of operator profits primarily depends on consumer play levels, which are influenced by player demand for our products. There is no assurance that our new products will attain this market acceptance or that our competitors will not more effectively anticipate or respond to changing customer preferences.
In addition, any delays by us in introducing new products on schedule could negatively impact our operating results by providing an opportunity for our competitors to introduce new products and gain market share ahead of us. Our business is vulnerable to changing economic conditions and to other factors that adversely affect the casino industry, which have negatively impacted and could continue to negatively impact the play levels of our participation games, our product sales and our ability to collect outstanding receivables from our customers.
Discretionary spending on entertainment activities could further decline for reasons beyond our control, such as continued negative economic conditions, natural disasters, acts of war or terrorism or transportation disruptions, including as a result of adverse weather conditions.
Any prolonged or significant decrease in consumer spending on entertainment activities could result in reduced play levels on our participation games, causing our cash flows and revenues from a large share of our recurring revenue products to decline.
Unfavorable economic conditions have also resulted in a tightening in the credit markets, decreased liquidity in many financial markets, and significant volatility in the credit and equity markets. Furthermore, the extended economic downturn has impacted and could continue to impact the ability of our customers to purchase new gaming equipment or make timely payments to us.
We have incurred, and may continue to incur, additional provisions for bad debt related to credit concerns on certain receivables. Table of Contents Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments. We have a significant amount of outstanding indebtedness.
Our substantial indebtedness could have significant effects on our business. For example, it could:. Demand for our products and the level of play of our products could be adversely affected by changes in player and operator preferences. As a supplier of gaming machines, we must offer themes and products that appeal to gaming operators and players. Our revenues are dependent on the earning power and life span of our games.
We therefore face continuous pressure to design and deploy new and successful game themes and technologically innovative products to maintain our revenue and remain competitive. If we are unable to anticipate or react timely to any significant changes in player preferences, the demand for our gaming products and the level of play of our gaming products could decline.
Further, our products could suffer a loss of floor space to table games or other more technologically advanced games, we could fail to meet certain minimum performance levels, or operators may reduce revenue sharing arrangements with us, each of which could negatively impact our sales and financial results. In addition, general changes in consumer behavior, such as reduced travel activity or redirection of entertainment dollars to other venues, could result in reduced demand and reduced play levels for our gaming products.
The gaming industry is intensely competitive. If we are unable to compete effectively, our business could be negatively impacted. Competition among manufacturers of electronic gaming equipment and systems is intense. Competition in our industry is primarily based on the amount of profit our products generate for our customers, together with cost savings, convenience and other benefits.
We compete through the appeal of game content and features to the end player, the features and functionality of our hardware and software products, and the service and support we provide. Our competitors range from small, localized companies to large, multi-national corporations.
Some of these companies own significant intellectual property, including. Table of Contents patents in gaming technology and hardware design, systems and game play and trademarks. In addition, our larger competitors may have significantly larger content portfolios and content development capability and resources, are licensed in markets throughout the United States, and have international distribution.
Obtaining space and favorable placement on casino gaming floors is also a competitive factor in our industry. In addition, the level of competition among equipment providers has increased significantly due to, among other factors, cutbacks in capital spending by casino operators resulting from the economic downturn and decreased player spend. In addition, we face competition from other segments of the gaming industry, including internet gambling, which is currently illegal in the United States, and state lotteries.
There can be no assurance that new technologies or markets, such as legalized internet gambling, will not emerge that will increase these competitive pressures.
Our ability to operate in our existing markets or expand into new jurisdictions could be adversely affected by changing regulations, new interpretations of existing laws, and difficulties or delays in obtaining or maintaining required licenses or approvals.
We operate only in jurisdictions where gaming is legal. The gaming industry is subject to extensive governmental regulation by U. While the regulatory requirements vary by jurisdiction, most require:. Any license, permit, approval or finding of suitability may be revoked, suspended or conditioned at any time.
We may not be able to obtain or maintain all necessary registrations, licenses, permits or approvals, or could experience delays related to the licensing process which could adversely affect our operations and our ability to retain key employees. If we fail to obtain a license required in a particular jurisdiction for our games and gaming machines, hardware or software or have such license revoked, we will not be able to expand into, or continue doing business in, such jurisdiction.
Any delays in obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing markets or into new jurisdictions can negatively affect our opportunities for growth. In addition, the failure of our officers, directors, key employees or business partners or lenders to obtain or receive licenses in one or more jurisdictions may require us to modify or terminate our relationship with such officers, directors, key employees or business partners or forego doing business in such jurisdiction.
Although we plan to maintain our compliance with applicable laws as they evolve, there can be no assurance that we will do so and that law enforcement or gaming regulatory authorities will not seek to restrict our business in their jurisdictions or institute enforcement proceedings if we are not compliant.
Moreover, in addition to the risk of enforcement action, we are also at risk of loss of business reputation in the event of any potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violation.
A negative regulatory finding or ruling in one jurisdiction could have adverse consequences in other jurisdictions, including with gaming regulators. Furthermore, the failure to become licensed, or the loss or conditioning of a license, in one market may have the adverse effect of preventing licensing in other markets or the revocation of licenses we already maintain. Table of Contents Further, changes in existing gaming regulations or new interpretations of existing gaming laws may hinder or prevent us from continuing to operate in those jurisdictions where we currently do business, which would harm our operating results.
In particular, the enactment of unfavorable legislation or government efforts affecting or directed at manufacturers or gaming operators, such as referendums to increase gaming taxes or requirements to use local distributors, would likely have a negative impact on our operations.
The failure of these beneficial owners or lenders to submit to such background checks and provide required disclosure could jeopardize our ability to obtain or maintain licensure in such jurisdictions. Any required conversion of games pursuant to changing regulatory schemes could cause a disruption to our business.
Our ability to effectively compete in Native American gaming markets is vulnerable to legal and regulatory uncertainties, including the ability to enforce contractual rights on Native American land.
Because federally recognized Native American tribes are independent governments with sovereign powers, subject to the IGRA, Native American tribes can enact their own laws and regulate gaming operations and contracts.
Native American tribes maintain their own governmental systems and often their own judicial systems and have the right to tax persons and enterprises conducting business on Native American lands.
Native American tribes also often have the right to require licenses and to impose other forms of regulation and regulatory fees on persons and businesses operating on their lands. In the absence of a specific grant of authority by Congress, U. Our contracts with Native American tribal customers normally provide that only certain provisions, if any, will be subject to the governing law of the state in which a Native American tribe is located.
However, these choice-of-law clauses may not always be enforceable. Further, Native American tribes generally enjoy sovereign immunity from lawsuits similar to that of the individual U. Before we can sue or enforce contract rights with a Native American tribe, or an agency or instrumentality of a Native American tribe for example, to collect revenue pursuant to our participation agreements or foreclose on financed gaming machines , the Native American tribe must effectively waive its sovereign immunity with respect to the matter in dispute, which we are not always able to obtain.
Without a limited waiver of sovereign immunity, or if such waiver is held to be ineffective, we could be precluded from judicially enforcing any rights or remedies against a Native American tribe, including the right to enter Native American lands to retrieve our property in the event of a breach of contract by the tribe that is party to the disputed contract.
Even if the waiver of sovereign immunity by a Native American tribe is deemed effective, there could be an issue as to the forum in which a lawsuit can be brought against the Native American tribe. Federal courts are courts of limited jurisdiction and generally do not have jurisdiction to hear civil cases relating to Native American tribes and we may be unable to enforce any arbitration decision effectively.
In addition, courts have held that certain laws of general application, such as the United States patent, trademark. Table of Contents and trade secret laws, are not binding on Native American tribes absent a binding waiver of sovereign immunity. Our agreements with Native American tribes are often subject to review by regulatory authorities. The NIGC may also reinterpret applicable laws and regulations, which could affect our agreements with Native American tribes.
Government enforcement, regulatory action, judicial decisions and proposed legislative action have in the past affected, and will likely continue to affect, our business, operating results and prospects.
Regulatory action against our customers or equipment on Native American tribal lands or in other markets could result in machine seizures and significant revenue disruptions, among other adverse consequences. Moreover, Native American tribal policies and procedures, as well as tribal selection of gaming vendors, are subject to the political and governance environment within the Native American tribe.
Changes in tribal leadership or tribal political pressure can affect our business relationships within Native American markets. We believe the establishment of state compacts depends on a number of political, social, and economic factors that are inherently difficult to ascertain.
Accordingly, although we attempt to closely monitor state legislative developments that could affect our business, we may not be able to timely predict if or when a compact could be entered into by one or more of our Native American tribal customers. The percentage of gaming revenue we receive pursuant to our participation agreements with our Native American tribal customers has, on average, decreased in recent years and may continue to decrease in the future.
The percentage of gaming revenue we receive pursuant to our participation agreements, or our participation rates, with our Native American tribal customers has, on average, decreased in recent years, negatively affecting our profit margins.
There can be no assurance that participation rates will not decrease further in the future. In addition, our Native American tribal customers may adopt policies or insist upon additional business terms during the renewal of our existing participation agreements that negatively affect the profitability of those relationships. In addition, any participation agreements we may enter into in the future with new customers or in new jurisdictions may not have terms as favorable as our existing participation agreements.
Table of Contents Slow growth in the development of new gaming jurisdictions or the number of new casinos, declines in the rate of replacement of existing gaming machines and ownership changes and consolidation in the casino industry could limit or reduce our future prospects. Demand for our new participation gaming machine placements and game sales is partially driven by the development of new gaming jurisdictions, the addition of new casinos or expansion of existing casinos within existing gaming jurisdictions and the replacement of existing gaming machines.
The establishment or expansion of gaming in any jurisdiction typically requires a public referendum or other legislative action. As a result, gaming continues to be the subject of public debate, and there are numerous active organizations that oppose gaming. There can be no assurances that new gaming jurisdictions will be established in the future or that existing jurisdictions will expand gaming and, to the extent states such as Illinois delay, reverse or alter planned expansions in gaming, our growth strategy could be negatively impacted.
To the extent new gaming jurisdictions are established or expanded, we cannot guarantee we will be successful penetrating such new jurisdictions or expanding our business in line with the growth of existing jurisdictions. As we enter into new markets, we may encounter legal and regulatory challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new market opportunity.
If we are unable to effectively develop and operate within these new markets, then our business, operating results and financial condition would be impaired. Furthermore, as we attempt to generate new streams of revenue by placing our participation gaming machines with new customers we may have difficulty implementing an effective placement strategy for jurisdictional specific games.
Our failure to successfully implement an effective placement strategy could cause our future operating results to vary materially from what management has forecast. We are currently in the process of entering the emerging Illinois VGT market. The Illinois VGT market is still developing and operates pursuant to a unique regulatory structure.
We cannot guarantee that the Illinois VGT market will develop into a viable gaming market or that our business model will be as effective in the Illinois VGT market as we currently project or as effective as in other jurisdictions in which we operate. If the Illinois VGT market does not develop or our business model is not as effective as projected, we may not be able to capitalize on our investments in Illinois and our Illinois business may not be profitable.
In addition, the construction of new casinos or expansion of existing casinos fluctuates with demand, general economic conditions and the availability of financing. The rate of gaming growth in North America has decelerated and machine replacements are at historically low levels.
Slow growth in the establishment of new gaming jurisdictions or delays in the opening of new or expanded casinos and continued declines in, or low levels of demand for, machine replacements could reduce the demand for our products and our future profits. Our business could be negatively affected if one or more of our customers is sold to or merges with another entity that utilizes more of the products and services of one of our competitors or that reduces spending on our products or causes downward pricing pressures.
Table of Contents We may not realize satisfactory returns on money lent to new and existing customers to develop or expand gaming facilities or to acquire gaming routes. We enter into agreements to provide financing for construction, expansion, or remodeling of gaming facilities, primarily in the State of Oklahoma, and also have agreements in other jurisdictions, such as Illinois, where we provide loans and advances to route operators to acquire location contracts and fund working capital.
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