UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) |
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| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the quarter ended
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
PLAYAGS, INC.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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| (Address of principal executive offices) (Zip Code) |
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| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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As of May 3, 2021, there were
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | | Non-accelerated filer ☐ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2021 AND DECEMBER 31, 2020 |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AT MARCH 31, 2021 AND 2020 |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020 |
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| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| ITEM 3. |
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CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data)
(unaudited)
| March 31, 2021 | December 31, 2020 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance of $ and $, respectively | ||||||||
| Inventories | ||||||||
| Prepaid expenses | ||||||||
| Deposits and other | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Deferred tax asset | ||||||||
| Operating lease assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Current maturities of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Deferred tax liability, non-current | ||||||||
| Operating lease liabilities, long-term | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock at $ par value; shares authorized, shares issued and outstanding | ||||||||
| Common stock at $ par value; shares authorized at March 31, 2021 and at December 31, 2020; and and shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(amounts in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, |
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| 2021 |
2020 |
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| Revenues |
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| Gaming operations | $ | $ | ||||||
| Equipment sales | ||||||||
| Total revenues |
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| Operating expenses |
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| Cost of gaming operations(1) | ||||||||
| Cost of equipment sales(1) | ||||||||
| Selling, general and administrative | ||||||||
| Research and development | ||||||||
| Write-downs and other charges | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses |
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| Income (loss) from operations |
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| Other expense |
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| Interest expense | ||||||||
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| Other expense | ||||||||
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| Income tax (expense) benefit | ( |
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| Net (loss) income |
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| Foreign currency translation adjustment | ( |
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| Total comprehensive (loss) income |
$ | ( |
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| Basic and diluted loss per common share: |
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| Basic | ( |
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| Diluted | ( |
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| Weighted average common shares outstanding: |
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| Basic | ||||||||
| Diluted | ||||||||
(1) exclusive of depreciation and amortization
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(amounts in thousands)
(unaudited)
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Common stock | ||||||||
| Balance, beginning of period | $ | $ | ||||||
| Stock option exercises | ||||||||
| Repurchase of common stock | ||||||||
| Vesting of restricted stock | ||||||||
| Balance of common stock, end of period | ||||||||
| Additional paid-in capital | ||||||||
| Balance, beginning of period | ||||||||
| Stock option exercises | ||||||||
| Stock-based compensation expense | ||||||||
| Vesting of restricted stock | ( | ) | ( | ) | ||||
| Balance of additional paid-in capital, end of period | ||||||||
| Accumulated deficit | ||||||||
| Balance, beginning of period | ( | ) | ( | ) | ||||
| Net loss attributable to PlayAGS, Inc. | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ||||||
| Restricted stock vesting and withholding | ( | ) | ||||||
| Balance of accumulated deficit, end of period | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ||||||||
| Balance, beginning of period | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Balance of accumulated other comprehensive loss, end of period | ( | ) | ( | ) | ||||
| Total stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, |
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| 2021 |
2020 |
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| Cash flows from operating activities |
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| Net (loss) income | $ | ( |
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| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
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| Depreciation and amortization | ||||||||
| Accretion of contract rights under development agreements and placement fees | ||||||||
| Amortization of deferred loan costs and discount | ||||||||
| Stock-based compensation expense | ||||||||
| Provision (benefit) for bad debts | ( |
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| Loss on disposition of long-lived assets | ||||||||
| Impairment of assets | ||||||||
| Benefit for deferred income tax | ( |
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| Changes in assets and liabilities that relate to operations: | ||||||||
| Accounts receivable | ( |
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| Inventories | ( |
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| Prepaid expenses | ( |
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| Deposits and other | ( |
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| Other assets, non-current | ||||||||
| Accounts payable and accrued liabilities | ( |
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| Net cash provided by operating activities |
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| Cash flows from investing activities |
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| Customer notes receivable | ( |
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| Purchase of intangible assets | ( |
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| Software development and other expenditures | ( |
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| Proceeds from disposition of assets | ||||||||
| Purchases of property and equipment | ( |
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| Net cash used in investing activities |
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| Cash flows from financing activities |
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| Repayment of first lien credit facilities | ( |
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| Repayment of incremental term loans | ( |
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| Payment of financed placement fee obligations | ( |
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| Borrowing on revolver | ||||||||
| Payments of previous acquisition obligation | ( |
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| Payments on finance leases and other obligations | ( |
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| Repurchase of stock | ( |
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| Proceeds from stock option exercise | ||||||||
| Net cash (used in) provided by financing activities |
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| Effect of exchange rates on cash and cash equivalents | ( |
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| Net (decrease) increase in cash and cash equivalents |
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| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period |
$ | $ | ||||||
| Supplemental cash flow information: |
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| Non-cash investing and financing activities: |
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| Leased assets obtained in exchange for new finance lease liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
PlayAGS, Inc. (the "Company," "PlayAGS," "we," "us," or "our") is a leading designer and supplier of gaming products and services for the gaming industry. We operate in legalized gaming markets across the globe and provide state-of-the-art, value-add products in distinct segments: Electronic Gaming Machines (“EGM”), which includes server-based systems and back-office systems that are used by Class II Native American, Mexico and the Philippines gaming jurisdictions and Class III Native American, commercial and charitable jurisdictions; Table Products (“Table Products”), which includes live felt table games, side-bets and progressives as well as our newly introduced card shuffler, Dex S; and Interactive Games (“Interactive”), which provides social casino games on desktop and mobile devices (our "Interactive Social" reporting unit) as well as a platform for content aggregation used by real-money gaming (“RMG”) and sports-betting partners (our "RMG Interactive" reporting unit). Each segment’s activities include the design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of a distinct product line.
The Company filed a Registration Statement on Form 10 on December 19, 2013, which went effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on December 19, 2013. On January 30, 2018, we completed the initial public offering of
On February 27, 2018, we sold an additional
Electronic Gaming Machines
Our EGM segment offers a selection of video slot titles developed for the global marketplace, and EGM cabinets which include the Alora, Orion Portrait, Orion Curve, Orion Rise, Orion Upright, ICON, Big Red (“Colossal Diamonds”) and our Orion Slant. In addition to providing complete EGM units, we offer conversion kits that allow existing game titles to be converted to other game titles offered within that operating platform.
Table Products
Our Table Products include both internally developed and acquired proprietary table products, side-bets, progressives, and table technology related to blackjack, poker, baccarat, craps and roulette. We have acquired a number of popular proprietary brands, including In Bet Gaming (“In Bet”), Buster Blackjack, Bonus Spin and Criss Cross Poker that are based on traditional well-known public domain games such as blackjack and poker; however, these proprietary games provide intriguing betting options that offer more excitement and greater volatility to the player, ultimately enhancing our casino customers’ profitability. In addition, we offer a single deck card shuffler for poker tables, Dex S and soon to be introduced our second shuffler, the Pax S single-deck pack shuffler, which we plan to launch mid 2021.
Interactive
We operate a Business-to-Business ("B2B") online gaming platform for content aggregation that we offer to our RMG online casino customers. This platform aggregates content from several game suppliers and offers online casino operators the convenience to reduce the number of integrations that are needed to supply the online casino. We also operate Business-to-Consumer (“B2C”) social casino games that include online versions of our EGM titles and are accessible to players on multiple mobile platforms. Our B2C social casino games are available on our mobile app, Lucky Play Casino. The app contains numerous AGS game titles available for consumers to play for free or with virtual currency they purchase in the app.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures required by generally accepted accounting principles (“GAAP”) are omitted or condensed in these condensed consolidated financial statements. In the opinion of Management, all adjustments (consisting of only normal recurring adjustments) that are necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Principles of Consolidation
The accompanying condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make decisions based upon estimates, assumptions, and factors considered 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 the estimates and assumptions. Accordingly, actual results could differ materially from those anticipated.
Revenue Recognition
Leasing of equipment in both our EGM and Table Products segments is accounted for under lease accounting guidance in ASC 842, "Leases" (ASC 842) and is recorded in gaming operations revenue. Our remaining revenue streams are accounted for under ASC 606 "Revenue from contracts with customers" (ASC 606) including equipment sales in our EGM and, to a lesser extent, in our Table Products segments. Revenue earned in our Interactive segment is recorded in gaming operations revenue.
The following table disaggregates our revenues by type within each of our segments (amounts in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| EGM | ||||||||
| Gaming operations | $ | $ | ||||||
| Equipment sales | ||||||||
| Total | $ | $ | ||||||
| Table Products | ||||||||
| Gaming operations | $ | $ | ||||||
| Equipment sales | ||||||||
| Total | $ | $ | ||||||
| Interactive (gaming operations) | ||||||||
| Social gaming revenue | $ | $ | ||||||
| Real-money gaming revenue | ||||||||
| Total | $ | $ | ||||||
Gaming Operations
Gaming operations revenue is earned by providing customers with gaming machines, gaming machine content licenses, table products, back-office equipment and linked progressive systems, which are collectively referred to as gaming equipment, under participation arrangements. The participation arrangements convey the right to use the equipment (i.e., gaming machines and related integral software) for a stated period of time, which typically ranges from to years upon which the contract continues on a month-to-month basis thereafter. In some instances, the Company will enter into arrangements for longer periods of time; however, many of these arrangements include the ability of the customer to cancel the contract and return the games to the Company, a provision which renders the contracts effectively month-to-month contracts. The Company will also enter into lease contracts with a revenue sharing arrangement whereby the lease payments due from the customer are variable. Our participation arrangements are accounted for as operating leases primarily due to these factors. In some instances, we will offer a free trial period during which no revenue is recognized. If during or at the conclusion of the trial period the customer chooses to enter into a lease for the gaming equipment, we commence revenue recognition according to the terms of the agreement.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Under participation arrangements, the Company retains ownership of the gaming equipment installed at the customer facilities and receives either revenue based on a percentage of the win per day generated by the gaming equipment or a fixed daily fee. Thus, in our consolidated financial statements the Company records revenue monthly related to these arrangements and the gaming equipment is recorded in property and equipment, net on our balance sheet and depreciated over the expected life of the gaming equipment.
The majority of the Company’s leases require the Company to provide maintenance throughout the entire term of the lease. In some cases, a performance guarantee exists that, if not met, provides the customer with the right to return the gaming machines to the Company. This performance guarantee is considered a cancellation clause, a provision which renders the contracts effectively month-to-month contracts. Accordingly, the Company accounts for these contracts in a similar manner with its other operating leases as described above.
Gaming operations revenue is also earned from the licensing of table product content and is earned and recognized primarily on a fixed monthly rate. Our B2C social casino products earn revenue from the sale of virtual coins or chips, which is recorded when the purchased coins or chips are used by the customer. B2C social casino revenue is presented gross of the platform fees. B2B social casino products earn revenue primarily based on a percentage of the monthly revenue generated by the white label casino apps that we build and operate for our customers. RMG revenue is earned primarily based on a percentage of the revenue produced by the games on our platform as well as monthly platform fees and initial integration fees. RMG revenue is presented net of payments to game and content suppliers.
Equipment Sales
Revenues from contracts with customers are recognized and recorded when the following criteria are met:
| • | We have a contract that has been approved by both the customer and the Company. Our contracts specify the products being sold and payment terms and are recognized when it is probable that we will collect substantially all of the contracted amount; and | |
| • | Control has been transferred and services have been rendered in accordance with the contract terms. |
Equipment sales are generated from the sale of gaming machines, table products and licensing rights to the integral game content software that is installed in the related equipment, parts, and other ancillary equipment. Also included within the deliverables are delivery, installation and training, all of which occur within a few days of arriving at the customer location. Equipment sales do not include maintenance beyond a standard warranty period. The recognition of revenue from the sale of gaming devices occurs as the customer obtains control of the product and all other revenue recognition criteria have been satisfied. Our contracts include a fixed transaction price. Amounts are due from customers within 30 to 90 days of the invoice date and to a lesser extent we offer extended payment terms of 12 to 24 months with payments due monthly during the extended payment period.
The Company enters into revenue arrangements that may consist of multiple performance obligations, which are typically multiple distinct products that may be shipped to the customer at different times. For example, sales arrangements may include the sale of gaming machines and table products to be delivered upon the consummation of the contract and additional game content conversion kits that will be delivered at a later date when requested by the customer to replace the game content on the customer’s existing gaming machines. Products are identified as separate performance obligations if they are distinct, which occurs if the customer can benefit from the product on its own and is separately identifiable from other promises in the contract.
Revenue is allocated to the separate performance obligations based on relative standalone selling prices determined at contract inception. Standalone selling prices are primarily determined by prices that we charge for the products when they are sold separately. When a product is not sold separately, we determine the standalone selling price with reference to our standard pricing policies and practices. We elected to exclude from the measurement of the transaction price, sales taxes and all other items of a similar nature, and also elected to account for shipping and handling activities as a fulfillment of our promise to transfer the goods. Accordingly, shipping and handling costs are included in cost of sales.
Revenue allocated to any undelivered performance obligations is recorded as a contract liability. The balance of our contract liabilities was not material as of March 31, 2021 and December 31, 2020.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Cash and Cash Equivalents
Cash and cash equivalents consist primarily of deposits held at major banks and other marketable securities with original maturities of 90 days or less.
Restricted Cash
Restricted cash amounts represent funds held in escrow as collateral for the Company’s surety bonds for various gaming authorities.
Allowance for Doubtful Accounts
Accounts receivable are stated at face value less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts related to accounts receivable and notes receivable, which are non-interest bearing, deemed to have a high risk of collectability. The Company reviews the accounts receivable and notes receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company analyzes historical collection trends and changes in the customers’ payment patterns, customer concentration, and credit worthiness when evaluating the adequacy of the allowance for doubtful accounts. A large percentage of receivables are with Native American tribes and the Company has concentrations of credit risk with several tribes. The Company includes any receivable balances that are determined to be uncollectible in the overall allowance for doubtful accounts. Changes in the assumptions or estimates reflecting the collectability of certain accounts could materially affect the allowance for both accounts and notes receivable.
Allowance for Expected Credit Losses
Management estimates the allowance for expected credit losses balance using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current environmental economic conditions and reasonable and supportable forecast. The allowance for expected credit losses on financial instruments is measured on a collective (pool) basis when similar risk characteristics exist. The financial instruments that do not share risk characteristics, such as receivables related to development agreements, are evaluated on an individual basis. Expected credit losses are estimated over the contractual term of the related financial instruments, adjusted for expected prepayments when appropriate, based on a historical model that includes periodic write-offs, recoveries, and adjustments to the reserve. Historically, the identified portfolio segments have shared low collectability risk with immaterial write-off amounts. The Company made an accounting policy election not to present the accrued interest receivable balance on a separate statement of financial position line item. Accrued interest receivable is reported within the respective receivables line items on the consolidated balance sheet.
The following table excludes receivables related to operating leases and presents all other receivables' gross amortized cost, allowance for credit losses and amortized cost, net of allowance for credit losses by portfolio segment as of March 31, 2021 and December 31, 2020 (in thousands):
| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||
| Classification | Gross amortized cost | Allowance for credit losses | Amortized cost, net of allowance for credit losses | Gross amortized cost | Allowance for credit losses | Amortized cost, net of allowance for credit losses | |||||||||||||||||||
| Trade receivables: | Accounts Receivable | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||
| Receivables with extended payment terms: | |||||||||||||||||||||||||
| Originated in 2020 | Accounts Receivable | $ | $ | $ | - | $ | |||||||||||||||||||
| Originated in 2019 | Accounts Receivable | ||||||||||||||||||||||||
| Total receivables with extended payment term | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Sales-type leases receivables: | |||||||||||||||||||||||||
| Originated in 2019 | Accounts Receivable | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Originated in 2017 | Accounts Receivable | ( | ) | ||||||||||||||||||||||
| Total Sales-type leases receivables | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
| Development Agreements: | |||||||||||||||||||||||||
| Originated in 2020 | Deposits and other | $ | $ | $ | - | $ | |||||||||||||||||||
| Originated in 2019 | Deposits and other | ||||||||||||||||||||||||
| Total Development Agreements | $ | $ | $ | $ | $ | $ |
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Inventories
Inventories consist primarily of parts and supplies that are used to repair and maintain machinery and equipment as well as EGMs in production and finished goods held for sale. Inventories are stated at net realizable value. Cost of inventories is determined using the first-in, first-out (“FIFO”) method for all components of inventory. The Company regularly reviews inventory quantities and updates estimates for the net realizable value of inventories. This process includes examining the carrying values of parts and ancillary equipment in comparison to the current fair market values for such equipment (less costs to sell or dispose). Some of the factors involved in this analysis include the overall levels of the inventories, the current and projected sales levels for such products, the projected markets for such products and the costs required to sell the products, including refurbishment costs. Changes in the assumptions or estimates could materially affect the inventory carrying value. As of March 31, 2021 and December 31, 2020, the value of raw material inventory was $
Property and Equipment
The cost of gaming equipment, consisting of fixed-base player terminals, file servers and other support equipment as well as other property and equipment, is depreciated over their estimated useful lives, using the straight-line method for financial reporting. The Company capitalizes costs incurred for the refurbishment of used gaming equipment that is typically incurred to refurbish a machine in order to return it to its customer location. The refurbishments extend the life of the gaming equipment beyond the original useful life. Repairs and maintenance costs are expensed as incurred. The Company routinely evaluates the estimated lives used to depreciate assets. The estimated useful lives are as follows:
| Gaming equipment (in years) | ||||
| Other property and equipment (in years) |
The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company groups long-lived assets for impairment analysis at the lowest level for which identifiable cash flows can be measured independently of the cash flows of other assets and liabilities. This is typically at the individual gaming machine level or at the cabinet product line level. Impairment testing is performed and losses are estimated when indicators of impairment are present and the estimated undiscounted cash flows are not sufficient to recover the assets’ carrying amount.
When the estimated undiscounted cash flows are not sufficient to recover the asset’s carrying amount, an impairment loss is measured to the extent the fair value of the asset is less than its carrying amount.
The Company measures recoverability of assets to be held and used by comparing the carrying amount of an asset to future cash flows expected to be generated by the asset. The Company’s policy is to impair, when necessary, excess or obsolete gaming machines on hand that it does not expect to be used. Impairment is based upon several factors, including estimated forecast of gaming machine demand for placement into casinos. While the Company believes that the estimates and assumptions used in evaluating the carrying amount of these assets are reasonable, different assumptions could affect either the carrying amount or the estimated useful lives of the assets, which could have a significant impact on the results of operations and financial condition.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Intangible Assets
The Company reviews its identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized for identifiable intangibles, other than goodwill, when indicators of impairment are present and the estimated undiscounted cash flows are not sufficient to recover the assets’ carrying amount.
When the estimated undiscounted cash flows are not sufficient to recover the intangible asset’s carrying amount, an impairment loss is measured to the extent the fair value of the asset is less than its carrying amount.
Certain trade names have an indefinite useful life and the Company tests these trade names for possible impairment at least annually, on October 1, or whenever events or changes in circumstances indicate that the carrying value may be impaired. We perform a qualitative assessment to determine if it is more likely than not that the fair value of the asset is less than its carrying amount. If we believe, as a result of our qualitative assessment, that it is more likely than not that the fair value of the asset is less than its carrying amount, the quantitative impairment test is required.
Costs of Capitalized Computer Software
Internally developed gaming software represents the Company’s internal costs to develop gaming titles to utilize on the Company’s gaming machines. Internally developed gaming software is stated at cost and amortized over the estimated useful lives of the software, using the straight-line method. Software development costs are capitalized once technological feasibility has been established and are amortized when the software is placed into service. The computer software we develop reaches technological feasibility when a working model of the computer software is available. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. Software development costs are amortized over the expected life of the title or group of titles, if applicable, to amortization expense.
On a quarterly basis, or more frequently if circumstances warrant, the Company compares the net book value of its internally developed computer software to the net realizable value on a title or group of title basis. The net realizable value is determined based upon certain assumptions, including the expected future revenues and net cash flows of the gaming titles or group of gaming titles utilizing that software, if applicable.
Goodwill
The excess of the purchase price of an acquired business over the estimated fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The Company tests for possible impairment of goodwill at least annually, on October 1, or when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the reporting unit’s fair value of goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If the Company determines that it is more likely than not that a reporting unit’s fair value is less than its carrying value, the Company performs a quantitative goodwill impairment analysis, and depending upon the results of that measurement, the recorded goodwill may be written down and charged to income from operations when the carrying amount of the reporting unit exceeds the fair value of the reporting unit.
Acquisition Accounting
The Company applies the provisions of ASC 805, “Business Combinations” (ASC 805), in accounting for business acquisitions. It requires us to recognize separately from goodwill the fair value of assets acquired and liabilities assumed on the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are inherently uncertain and subject to refinement and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Fair Value of Financial Instruments
The Company applies the provisions of ASC 820, “Fair Value Measurements” (ASC 820) to its financial assets and liabilities. Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows:
| • | Level 1 - quoted prices in an active market for identical assets or liabilities; | |
| • | Level 2 - quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and | |
| • | Level 3 - valuation methodology with unobservable inputs that are significant to the fair value measurement. |
The carrying values of the Company’s cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. The fair value of our long-term debt is based on the quoted market prices for similar issues (Level 2 inputs). The following table presents the estimated fair value of our long-term debt as of March 31, 2021 and December 31, 2020 (in thousands):
| March 31, 2021 | December 31, 2020 | |||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
| Long-term Debt | $ | $ | $ | $ | ||||||||||||
Accounting for Income Taxes
We conduct business globally and are subject to income taxes in U.S. federal, state, local, and foreign jurisdictions. Determination of the appropriate amount and classification of income taxes depends on several factors, including estimates of the timing and probability of realization of deferred income taxes, reserves for uncertain income tax positions and income tax payment timing.
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Taxes on income of our foreign subsidiaries are provided at the tax rates applicable to the tax jurisdictions in which they are located. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not and a valuation allowance is established for deferred tax assets which do not meet this threshold.
The recoverability of certain deferred tax assets is based in part on estimates of future income and the timing of temporary differences, and the failure to fully realize such deferred tax assets could result in a higher tax provision in future periods.
We apply the accounting guidance to our uncertain tax positions and under the guidance, we may recognize a tax benefit from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized in the financial statements is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement.
We are required to make significant judgments when evaluating our uncertain tax positions and the related tax benefits. We believe our assumptions are reasonable; however, there is no guarantee that the final outcome of the related matters will not differ from the amounts reflected in our income tax provisions and accruals. We adjust our liability for uncertain tax positions based on changes in facts and circumstances such as the closing of a tax audit or changes in estimates. Our income tax provision may be impacted to the extent that the final outcome of these tax positions is different than the amounts recorded.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Contingencies
The Company assesses its exposures to loss contingencies including claims and legal proceedings and accrues a liability if a potential loss is considered probable and the amount can be estimated. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, if the actual loss from a contingency differs from Management’s estimate, there could be a material impact on the results of operations or financial position. Operating expenses, including legal fees, associated with contingencies are expensed when incurred.
Foreign Currency Translation
The financial statements of the Company’s foreign subsidiaries are translated into U.S. dollars at the period end rate of exchange for asset and liability accounts and the weighted average rate of exchange for income statement accounts. The effects of these translations are recorded as a component of other accumulated comprehensive loss in stockholders’ equity.
Liquidity and Financing
As a result of the business disruption caused by the rapid nationwide spread of the coronavirus and the actions by state and tribal governments and businesses to contain the virus, the Company has taken several actions to adapt to the severity of the COVID-19 crisis. Among other things, the Company implemented short-term furloughs with retained benefits, company-wide salary reductions, and reduced its workforce by over 10%. Our non-employee directors have also agreed to reduce their fees by 50%. As of March 31, 2021, most of the Company's customers have reopened at limited capacity, some have reopened and then been required to close again due to local conditions and regulations relating to the spread of the coronavirus, and there are also customers who still remain closed. Depending on the number and length of casino closures, the Company will consider additional reductions to payroll and related expenses through additional employee furloughs in order to conserve liquidity.
As of March 31, 2021, the Company had $
Recently Issued Accounting Pronouncements
We do not expect that any recently issued accounting guidance will have a significant effect on our financial statements.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
| March 31, 2021 | December 31, 2020 | |||||||
| Gaming equipment | $ | $ | ||||||
| Other property and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Gaming equipment and other property and equipment are depreciated over the respective useful lives of the assets ranging from to years. Depreciation expense was $
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 3. GOODWILL AND INTANGIBLES
Changes in the carrying amount of goodwill are as follows (in thousands):
| Gross Carrying Amount | ||||||||||||||||
| EGM | Table Products | Interactive(1) | Total | |||||||||||||
| December 31, 2020 | $ | $ | $ | $ | ||||||||||||
| Foreign currency adjustments | ( | ) | ( | ) | ||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ||||||||||||
(1) Accumulated goodwill impairment charges for the Interactive segment as of March 31, 2021 were $
Intangible assets consist of the following (in thousands):
| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||||||
| Useful Life | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | |||||||||||||||||||||
| (years) | Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||||
| Indefinite lived trade names | Indefinite | $ | $ | - | $ | $ | $ | - | $ | ||||||||||||||||||
| Trade and brand names | ( | ) | ( | ) | |||||||||||||||||||||||
| Customer relationships | ( | ) | ( | ) | |||||||||||||||||||||||
| Contract rights under development and placement fees | ( | ) | ( | ) | |||||||||||||||||||||||
| Gaming software and technology platforms | ( | ) | ( | ) | |||||||||||||||||||||||
| Intellectual property | ( | ) | ( | ) | |||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Intangible assets are amortized over their respective estimated useful lives ranging from to years. Amortization expense related to intangible assets was $
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Management reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We recorded impairments related to internally developed gaming titles of $
The Company enters into development agreements and placement fee agreements with certain customers to secure floor space under lease agreements for its gaming machines. Amounts paid in connection with the development agreements are repaid to the Company in accordance with the terms of the agreement, whereas placements fees are not reimbursed. For development agreements in the form of a loan, 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 stated interest rate is deemed to be other than a market rate or zero, a discount is recorded on the note receivable as a result of the difference between the stated and market rate and a corresponding intangible asset is recorded. The intangible asset is recognized in the financial statements as a contract right under development agreement and amortized as a reduction in revenue over the term of the agreement. Placement fees can be in the form of cash paid upfront or free lease periods and are accreted over the life of the contract and the expense is recorded as a reduction of revenue. We recorded a reduction of gaming operations revenue from the accretion of contract rights under development agreements and placement fees of $
NOTE 4. ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
| March 31, 2021 | December 31, 2020 | |||||||
| Salary and payroll tax accrual | $ | $ | ||||||
| Taxes payable | ||||||||
| Current portion of operating lease liability | ||||||||
| License fee obligation | ||||||||
| Placement fees payable | ||||||||
| Accrued other | ||||||||
| Total accrued liabilities | $ | $ | ||||||
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 5. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
| March 31, 2021 | December 31, 2020 | |||||||
| First Lien Credit Facilities: | ||||||||
| Term loans, interest at LIBOR or base rate plus 3.5% (4.5% at March 31, 2021), net of unamortized discount and deferred loan costs of $5.3 million and $6.1 million at March 31, 2021 and December 31, 2020, respectively. | $ | $ | ||||||
| Incremental term loans, interest at LIBOR or base rate plus 13.0% (14.0% at March 31, 2021), net of unamortized discount and deferred loan costs of $7.6 million at March 31, 2021 and $7.8 million at March 31, 2021 and December 31, 2020, respectively. | $ | $ | ||||||
| Finance leases | ||||||||
| Total debt | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
First Lien Credit Facilities
On June 6, 2017 (the “Closing Date”), AP Gaming I, LLC (the “Borrower”), a wholly owned indirect subsidiary of the Company, entered into a first lien credit agreement (“the First Lien Credit Agreement”), providing for $
On December 6, 2017, the Borrower entered into incremental facilities for $
An additional $
On February 8, 2018, the Borrower completed the repricing of its existing $
On February 8, 2018, in connection with the repricing of the Term Loans, third-party costs of $
On October 5, 2018, the Borrower entered into an Incremental Assumption and Amendment Agreement No. 2 (the “Incremental Agreement No. 2”) with certain of the Borrower’s subsidiaries, the lenders party thereto from time to time and the Administrative Agent. The Incremental Agreement No. 2 amended and restated that certain First Lien Credit Agreement, dated as of June 6, 2017, as amended on December 6, 2017 and as amended and restated on February 8, 2018 (the “Existing Credit Agreement”), among the Borrower, the lenders party thereto, the Administrative Agent and other parties named therein (the “Amended and Restated Credit Agreement”), to (a) reduce the applicable interest rate margin for the Term B Loans (as repriced, the “Repriced Term B Loans”) under the Credit Agreement by
On October 5, 2018, in connection with the repricing of the Term Loans, third-party costs of $
On August 30, 2019, the Borrower entered into Amendment No. 3 (the "Repricing Amendment") to the credit agreement. The Repricing Amendment reduced the interest rate margin on the revolving credit facility to the same interest rate margin as the term loans issued under the credit agreement.
On May 1, 2020, the Borrower entered into an Incremental Assumption and Amendment Agreement No. 4 (“Amendment No. 4”) with certain of the Borrower’s subsidiaries, the lenders party thereto and the administrative agent, which amended the First Lien Credit Agreement to provide for covenant relief (as described in Note 1) as well as an aggregate principal amount of $
An additional $
The First Lien Credit Facilities are guaranteed by AP Gaming Holdings, LLC, the Borrower’s material, wholly owned domestic subsidiaries (subject to certain exceptions), and are secured by a pledge by AP Gaming Holdings, LLC of the Borrower’s equity interest directly held by AP Gaming Holdings, LLC and a pledge of substantially all of the existing and future property and assets of the Borrower and the subsidiary guarantors, subject to certain exceptions. The First Lien Credit Facilities require that the Borrower maintain a maximum net first lien leverage ratio set at a maximum of
The First Lien Credit Facilities also contain customary affirmative covenants and negative covenants that limit our ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) create liens on certain assets; (iii) make certain loans or investments (including acquisitions); (iv) pay dividends on or make distributions in respect of our capital stock or make other restricted payments; (v) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; (vi) sell assets; (vii) enter into certain transactions with our affiliates; (viii) enter into sale-leaseback transactions; (ix) change our lines of business; (x) restrict dividends from our subsidiaries or restrict liens; (xi) change our fiscal year; and (xii) modify the terms of certain debt or organizational agreements. The new 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.
As of March 31, 2021, we were in compliance with the required covenants of our debt instruments. See Note 1 “Liquidity and Financing” for a description of a change to our financial covenants for future periods.
Finance Leases
The Company has entered into leases for vehicles and equipment that are accounted for as finance leases.
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 6. STOCKHOLDERS’ EQUITY
Our amended and restated articles of incorporation provide that our authorized capital stock will consist of
Common Stock
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters submitted for action by the stockholders, and do not have cumulative voting rights with respect to the election of our directors.
Dividend and Distribution Rights
All shares of our common stock are entitled to share equally in any dividends and distributions our board of directors may declare from legally available sources, subject to the terms of any outstanding preferred stock.
Share repurchase program
During 2019, the board of directors approved a share repurchase program that will permit the Company to repurchase up to $
NOTE 7. WRITE-DOWNS AND OTHER CHARGES
The Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income include various transactions, such as loss on disposal or impairment of long-lived assets and fair value adjustments to contingent consideration that have been classified as write-downs and other charges. During the three months ended March 31, 2021, the Company recognized $
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 8. BASIC AND DILUTED (LOSS) INCOME PER SHARE
The Company computes net (loss) income per share in accordance with accounting guidance that requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income. Basic EPS is computed by dividing net (loss) income for the period by the weighted average number of shares outstanding during the period. Basic EPS includes common stock weighted for average number of shares issued during the period. Diluted EPS is computed by dividing net (loss) income for the period by the weighted average number of common shares outstanding during the period, increased by potentially dilutive common shares that were outstanding during the period. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. Potentially dilutive common shares include stock options and restricted stock (see Note 10).
There were
Excluded from the calculation of diluted EPS for the three months ended March 31, 2021 were
NOTE 9. BENEFIT PLANS
The Company has established a 401(k) plan (the “401(k) Plan”) for its employees. The 401(k) Plan allows employees to contribute a portion of their earnings, and the Company may match a percentage of the contributions on a discretionary basis. The expense associated with the 401(k) Plan for the three months ended March 31, 2021 and 2020, was $
On April 28, 2014, the board of directors of the Company approved the 2014 Long-Term Incentive Plan (“LTIP”). Under the LTIP, the Company is authorized to grant nonqualified stock options, rights to purchase shares of common stock, restricted stock, restricted stock units and other awards to be settled in, or based upon, shares of common stock to persons who are directors and employees of and consultants to the Company or any of its subsidiaries on the date of the grant. The LTIP will terminate years after approval by the board. Subject to adjustments in connection with certain changes in capitalization, the maximum number of shares of common stock that may be delivered pursuant to awards under the LTIP is
On January 16, 2018, our board adopted and our stockholders approved the 2018 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) pursuant to which equity-based and cash incentives may be granted to participating employees, directors and consultants. After the annual shareholders meeting held on July 1, 2020, the Omnibus Incentive Plan was amended to increase the number of shares of common stock authorized for issuance thereunder. The Omnibus Incentive Plan, as amended, provides for an aggregate of
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 10. STOCK-BASED COMPENSATION
The Company has granted equity or equity-based awards to eligible participants under its incentive plans. The awards include options to purchase the Company’s common stock, restricted stock or restricted stock units and phantom stock units. These awards include a combination of service and market conditions, as further described below.
We recognize stock-based compensation on a straight-line basis over the vesting period for time based awards and we recognize the expense for awards with market conditions over the service period derived from the related valuation. As of March 31, 2021, $
Stock Options
The Company calculates the grant date fair value of stock options that vest over a service period using the Black Scholes model. For stock options and other stock awards that contain a market condition related to the return on investment that the Company’s stockholders achieve or obtaining a certain stock price, the awards are valued using a lattice-based valuation model. The assumptions used in these calculations are the expected dividend yield, expected volatility, risk-free interest rate and expected term (in years). Expected volatilities are based on implied volatilities from comparable companies. The expected time to liquidity is based on Management’s estimate. The risk-free rate is based on the U.S. Treasury yield curve for a term equivalent to the estimated time to liquidity. There were
Stock option awards represent options to purchase common stock and are granted pursuant to the Company’s incentive plans, and include options that the Company primarily classifies as Tranche A or time based, Tranche B and Tranche C.
Tranche A or time based options are eligible to vest in equal installments of
All other option awards are eligible to vest upon the satisfaction of certain performance conditions (collectively, “Performance Options”). These performance conditions included the achievement of investor returns or common stock trading prices. These performance conditions were achieved in October of 2018 for all Performance Options that have been granted and there are currently
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
A summary of the changes in stock options outstanding during the three months ended March 31, 2021, is as follows:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contract Term (years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Options outstanding as of December 31, 2020 | $ | $ | ||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Canceled or forfeited | $ | |||||||||||||||
| Options outstanding as of March 31, 2021 | $ | $ | ||||||||||||||
| Options exercisable as of March 31, 2021 | $ | $ | ||||||||||||||
Restricted Stock and Restricted Stock Units
Restricted stock awards and restricted stock units are typically eligible to vest in equal installments of
Certain restricted stock units are eligible to vest upon the satisfaction of certain performance conditions. Vesting occurs on the first day that the average price per share of our common stock for the prior 60 consecutive trading days exceeds certain stock prices, subject to continued employment with the Company or its subsidiaries.
A summary of the changes in restricted stock shares outstanding during the three months ended March 31, 2021, is as follows:
| Shares Outstanding | Grant Date Fair Value (per share) | |||||||
| Restricted Stock Outstanding as of December 31, 2020 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Canceled or forfeited | ( | ) | $ | |||||
| Restricted stock outstanding as of March 31, 2021 | $ | |||||||
Phantom Stock Units
Phantom stock awards are typically eligible to vest in equal installments of
A summary of the changes in phantom stock outstanding during the three months ended March 31, 2021 is as follows:
| Shares Outstanding | Grant Date Fair Value (per share) | |||||||
| Phantom Stock Outstanding as of December 31, 2020 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Canceled or forfeited | ( | ) | $ | |||||
| Phantom stock outstanding as of March 31, 2021 | $ | |||||||
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 11. INCOME TAXES
The Company's effective income tax rate for the three months ended March 31, 2021, was an expense of
The Company entered into an indemnification agreement with the prior owners of Cadillac Jack (acquired in May of ) whereby the prior owners have agreed to indemnify the Company for changes in tax positions by taxing authorities for periods prior to the acquisition. As of March 31, 2021, an indemnification receivable of $
During the three months ended March 31, 2021, the Company recognized an increase of less than $
NOTE 12. COMMITMENTS AND CONTINGENCIES
The Company is subject to federal, state and Native American laws and regulations that affect both its general commercial relationships with its customers, as well as the products and services provided to them. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. If a potential loss from any claim or legal proceeding is considered reasonably possible, the Company discloses an estimate of the possible loss or range of possible loss, or a statement that such an estimate cannot be made. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to their pending claims and litigation and may revise their estimates. Such revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial condition.
During the three months ended September 30, 2019, the Company recorded a $
On June 25, and July 31, 2020 putative class action lawsuits were filed in the United States District Court for the District of Nevada, by two separate plaintiffs against PlayAGS, Inc. (the "Company") and certain of its officers, individually and on behalf of all persons who purchased or otherwise acquired Company securities between August 2, 2018 and August 7, 2019. The complaint alleges that the defendants made false and misleading statements concerning the Company’s forward-looking financial outlook and accounting for goodwill and intangible assets in its iGaming reporting unit, resulting in injury to the purported class members as a result of the decline in the value of the Company’s common stock following its release of its Second Quarter 2019 results on August 7, 2019. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.
On August 4, 2020, a third plaintiff (“OPPRS”) filed a putative class action lawsuit in the same court asserting similar claims to those alleged in the first two class action lawsuits, based on substantially the same conduct. Specifically, OPPRS claims that the Company, certain of its officers, and certain entities that allegedly beneficially held over 50% of the Company’s common stock at the beginning of the class period, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by allegedly making false and misleading statements concerning, among other things, the Company’s forward-looking financial outlook and accounting for goodwill and intangible assets in its iGaming reporting unit, and the adequacy of its internal controls over financial reporting, resulting in injury to the purported class members as a result of the decline in the value of the Company’s common stock following its release of its Second Quarter 2019 results on August 7, 2019. OPPRS brings these Exchange Act claims on behalf of a slightly larger putative class than in the previously-filed actions: all persons who purchased or otherwise acquired Company securities between May 3, 2018 and August 7, 2019. In addition, based on substantially similar alleged false or misleading statements, OPPRS asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, on behalf of all persons who purchased Company common stock pursuant and/or traceable to the Company’s August 2018 and March 2019 secondary public offerings. These secondary-offering claims are brought against the same defendants identified above, plus certain of the Company’s directors and the underwriters.
On October 28, 2020 these three related putative class actions were consolidated into In re PlayAGS, Inc. Securities Litigation in the United States District Court for the District of Nevada with OPPRS appointed as lead counsel. On January 11, 2021, the lead plaintiff filed an Amended Complaint in the consolidated action against the same set of defendants, again asserting claims (i) under Sections 10(b) and 20(a) of the Exchange Act, on behalf of a slightly larger putative class than in any previous complaint (the class period now extends through March 4, 2020), and (ii) under Sections 11, 12(a)(2) and 15 of the Securities Act on behalf of the same putative class as in OPPRS’s previous complaint. The Amended Complaint alleges that the defendants made materially false and misleading statements during the putative class period concerning, among other things, the Company’s growth, financial performance, and forward-looking financial outlook, particularly with respect to the Oklahoma market, resulting in injury to the purported class members as a result of the decline in the value of the Company’s common stock when the alleged “truth” was revealed following release of the Company’s financial reports on August 7, 2019, November 7, 2019, and March 4, 2020. Unlike the previous complaints, the Amended Complaint does not allege false or misleading statements concerning the Company’s accounting for the iGaming reporting unit or the adequacy of the Company’s internal controls over financial reporting. On February 23, 2021 the Court granted Plaintiffs' unopposed motion to file a second amended complaint, which they filed on March 25, 2021. The defendants have until May 24, 2021 to respond to the second amended complaint. The defendants believe the claims are without merit, and intend to defend vigorously against them, but there can be no assurances as to the outcome.
In January 2021, we obtained the results of an audit conducted by the Alabama Department of Revenue ("ADOR"), in which the ADOR assessed $
PLAYAGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
NOTE 13. OPERATING SEGMENTS
We report our business segment results by segment in accordance with the “management approach.” The Management approach designates the internal reporting used by our chief operating decision maker (“CODM”), who is our Chief Executive Officer (the “CEO”), for making decisions and assessing performance of our reportable segments.
See Note 1 for a detailed discussion of our segments. Each segment’s activities include the design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of its product lines. We evaluate the performance of our operating segments based on revenues and segment adjusted EBITDA, which is defined in the paragraph below.
Segment revenues include leasing, licensing, or selling of products within each reportable segment. Segment adjusted EBITDA includes the revenues and operating expenses from each segment adjusted for depreciation, amortization, write-downs and other charges, accretion of placement fees, non-cash stock based compensation expense, as well as other costs such as certain acquisitions and integration related costs including restructuring and severance charges; initial public offering and secondary offerings costs, legal and litigation expenses including settlement payments; new jurisdictions and regulatory licensing costs; non-cash charges on capitalized installation and delivery; contract cancellation fees; and other adjustments primarily composed of costs and inventory and receivable valuation charges associated with the COVID-19 pandemic, professional fees incurred by the Company for projects, corporate and public filing compliance and other costs deemed to be non-recurring in nature. Revenues in each segment are attributable to third parties and segment operating expenses are directly associated with the product lines included in each segment such as research and development, product approval costs, product-related litigation expenses, sales commissions and other directly-allocable sales expenses. Cost of gaming operations and cost of equipment sales primarily include the cost of products sold, service, manufacturing overhead, shipping and installation.
Segment adjusted EBITDA excludes other income and expense, income taxes and certain expenses that are managed outside of the operating segments.
The following provides financial information concerning our reportable segments for the three months ended March 31, 2021 and 2020 (amounts in thousands):
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenues by segment | ||||||||
| EGM | $ | $ | ||||||
| Table Products | ||||||||
| Interactive | ||||||||
| Total Revenues | ||||||||
| Adjusted EBITDA by segment | ||||||||
| EGM | ||||||||
| Table Products | ||||||||
| Interactive | ||||||||
| Subtotal | ||||||||
| Write-downs and other: | ||||||||
| Loss on disposal of long-lived assets | ||||||||
| Impairment of long-lived assets | ||||||||
| Depreciation and amortization | ||||||||
| Accretion of placement fees(1) | ||||||||
| Non-cash stock-based compensation expense | ||||||||
| Acquisitions and integration-related costs including restructuring and severance | ||||||||
| Legal and litigation expenses including settlement payments | ||||||||
| Non-cash charge on capitalized installation and delivery | ||||||||
| Other adjustments | ( | ) | ||||||
| Interest expense | ||||||||
| Interest (income) | ( | ) | ( | ) | ||||
| Other expense | ||||||||
| (Loss) income before income taxes | $ | ( | ) | $ | ( | ) | ||
(1) Non-cash item related to the accretion of contract rights under development agreements and placement fees.
The Company’s CODM does not receive a report with a measure of total assets or capital expenditures for each reportable segment as this information is not used for the evaluation of segment performance. The CODM assesses the performance of each segment based on adjusted EBITDA and not based on assets or capital expenditures due to the fact that two of the Company’s reportable segments, Table Products and Interactive, are not capital intensive. Any capital expenditure information is provided to the CODM on a consolidated basis. Therefore, the Company has not provided asset and capital expenditure information by reportable segment.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements.” Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negatives thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained elsewhere in this Quarterly Report on Form 10-Q as well as those discussed under “Item 1. Business” and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year-ended December 31, 2020 are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning our possible or assumed future actions and business strategies. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, which could cause our actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given the risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements are made only as of the date of this Quarterly Report. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments unless required by federal securities law. New factors emerge from time to time, and it is not possible for us to predict all such factors.
Unless the context indicates otherwise, or unless specifically stated otherwise, references to the “Company”, “PlayAGS”, “AGS”, “we”, “our” and “us” refer to PlayAGS, Inc. and its consolidated subsidiaries.
Overview
We are a leading designer and supplier of EGMs and other products and services for the gaming industry. We operate our business in three distinct segments: EGMs, Table Products and Interactive. Each segment's activities include the design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of a distinct product line. Founded in 2005, we historically focused on supplying EGMs, including slot machines, video bingo machines, and other electronic gaming devices, to the Native American gaming market. Since 2014, we have expanded our product line-up to include: (i) Class III EGMs for commercial and Native American casinos permitted to operate Class III EGMs, (ii) table game products and (iii) interactive products, all of which we believe provide us with growth opportunities as we expand in markets where we currently have limited or no presence. For the period ended March 31, 2021, 80% of our total revenue was generated through recurring contracted lease agreements whereby we place EGMs and table game products at our customers’ gaming facilities under either a revenue sharing agreement (we receive a percentage of the revenues that these products generate) or fee-per-day agreement (we receive a daily or monthly fixed fee per EGM or table game product), or recurring revenue from our Interactive gaming operations.
EGM Segment
EGMs constitute our largest segment, representing 91% of our revenue for three months ended March 31, 2021. We have a library of proprietary game titles that we deliver on several state-of-the-art EGM cabinets. These include our premium lease only cabinets Orion Starwall, Orion Rise and Big Red. Also, our core cabinets that are available for sale and lease include the Orion Portrait, Orion Curve, Orion Slant, Orion Upright and ICON.
We design all of our cabinets with the intention of capturing the attention of players on casino floors while aiming to maximize operator profits. We offer our customers the option of either leasing or purchasing our EGMs and associated gaming systems. Currently, we derive a substantial portion all of our revenues from EGMs installed under revenue sharing or fee-per-day lease agreements, also known as “participation” agreements, and we refer to such revenue generation as our “participation model”.
Table Products
In addition to our existing portfolio of EGMs, we also offer our customers more than 50 unique table product offerings, including live felt table games, side bet offerings, progressives, card shufflers, signage, and other ancillary table game equipment. Our table products are designed to enhance the table games section of the casino floor (commonly known as “the pit”). Over the past 10 years, there has been a trend of introducing side bets on blackjack tables to increase the game’s overall hold. Our table products segment offers a full suite of side bets and specialty table games that capitalize on this trend, and we believe that this segment will serve as an important growth engine for the Company, including by generating further cross-selling opportunities with our EGM offerings. As of March 31, 2021, we had an installed base of 4,362 table products domestically and internationally and we believe we are presently a leading supplier of table products to the gaming industry based on number of products placed.
Our Table Products segment focuses on high margin recurring revenue generated by leases. Nearly all of the revenue we generate in this segment is recurring.
Interactive
We operate a B2B online gaming platform for content aggregation that we offer to our real-money gaming (“RMG”) online casino customers. Our B2B platform, the AxSys Games Marketplace, aggregates content from several game suppliers and offers online casino operators the convenience to reduce the number of integrations that are needed to supply the online casino. By integrating with us, online casino operators have access to a significant amount of content from numerous game suppliers. We operate the AxSys Games Marketplace in regulated, legal online gaming jurisdictions such as the UK, parts of Europe, and New Jersey.
We also operate Business-to-Consumer (“B2C”) social casino games that include online versions of our popular EGM titles and are accessible to players worldwide on multiple mobile platforms, which we believe establishes brand recognition. Our B2C social casino games operate on a free-to-play model, whereby game players may collect virtual currency or other virtual consumable goods (collectively referred to as “virtual goods” or “virtual currency”) free of charge or the player may purchase additional virtual goods. Our B2C social casino games are available on our mobile app, Lucky Play Casino. The app contains numerous AGS game titles available for consumers to play for free or with virtual currency they purchase in the app.
Key Drivers of Our Business
Our revenues are impacted by the following key factors:
| • |
the amount of money spent by consumers on our domestic revenue share installed base; |
| • |
the amount of the daily fee and selling price of our participation electronic gaming machines; |
| • |
our revenue share percentage with customers; |
| • |
the capital budgets of our customers; |
| • |
the level of replacement of existing electronic gaming machines in existing casinos; |
| • |
expansion of existing casinos; |
| • |
development of new casinos; |
| • |
opening or closure of new gaming jurisdictions both in the United States and internationally; |
| • |
our ability to obtain and maintain gaming licenses in various jurisdictions; |
| • |
the relative competitiveness and popularity of our electronic gaming machines compared to competitive products offered in the same facilities; and |
| • |
general macro-economic factors, including levels of and changes to consumer disposable income and personal consumption spending. |
The factors above have been significantly affected by COVID-19 and the related closure of nearly all of our casino customer locations. Due to the business disruption caused by the rapid nationwide spread of the coronavirus and the actions by state and tribal governments and businesses to contain the virus, almost all of the Company’s customers closed their operations during the months of March and April 2020 and their respective markets have been significantly and adversely impacted. Beginning in May 2020 and continuing through March of 2021, casinos began to reopen at limited capacity and nearly all of our customers' casino properties in the United States, Canada and Mexico were partially open as of March 31, 2021 under limited operations. As a result of the temporary closures of our casino customers, there has been a decrease in the amount of money spent by consumers on our revenue shared installed base and the amount of daily fees of our participation EGMs and a slowdown in the expansion of existing casinos or development of new casinos. Specifically, gaming operations revenue and equipment sales have decreased during the year ended December 31, 2020 as a result of the temporary closures of our casino customers. Similarly, our EGM and Table Products segment operating results have been disrupted because each segment’s activities including design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of its product's lines have been temporarily halted or significantly reduced. In addition, each segment’s revenue from leasing, licensing and selling products has been adversely impacted due to the temporary closures of our casino customers. As a result, the Company has taken several actions to adapt to the severity of the COVID-19 crisis. Among other things, the Company implemented short-term furloughs with retained benefits, company-wide salary reductions, and reduced its workforce by over 10%. Our non-employee directors have also agreed to reduce their fees by 50%. As of March 31, 2021, most of the Company's customers have reopened at limited capacity, some have reopened and then been required to close again due to local conditions and regulations relating to the spread of the coronavirus, and there are also customers who still remain closed. Depending on the number and length of casino closures, the Company will consider additional reductions to payroll and related expenses through additional employee furloughs in order to conserve liquidity.
Our expenses are impacted by the following key factors:
| • |
fluctuations in the cost of labor relating to productivity; |
| • | overtime and training; | |
| • |
fluctuations in the price of components for gaming equipment; |
| • |
fluctuations in energy prices; |
| • |
changes in the cost of obtaining and maintaining gaming licenses; |
| • |
fluctuations in the level of maintenance expense required on gaming equipment; and |
| • |
tariff increases. |
Variations in our selling, general and administrative expenses, and research and development expenses are primarily due to changes in employment and salaries and related fringe benefits.
Acquisitions and Divestitures
We have not made acquisitions over the past two years.
Results of Operations
Three Months Ended March 31, 2021 compared to the Three Months Ended March 31, 2020
The following tables set forth certain selected condensed consolidated financial data for the three months ended March 31, 2021 and 2020 (in thousands):
| Three Months Ended March 31, | $ | % |
||||||||||||||
| 2021 |
2020 |
Change |
Change |
|||||||||||||
| Consolidated Statements of Operations: |
||||||||||||||||
| Revenues |
||||||||||||||||
| Gaming operations |
$ | 44,416 | $ | 42,685 | $ | 1,731 | 4.1 | % | ||||||||
| Equipment sales |
10,943 | 11,628 | (685 | ) | (5.9 | )% | ||||||||||
| Total revenues |
55,359 | 54,313 | 1,046 | 1.9 | % | |||||||||||
| Operating expenses |
||||||||||||||||
| Cost of gaming operations |
8,676 | 9,993 | (1,317 | ) | (13.2 | )% | ||||||||||
| Cost of equipment sales |
3,468 | 5,208 | (1,740 | ) | (33.4 | )% | ||||||||||
| Selling, general and administrative |
12,608 | 11,640 | 968 | 8.3 | % | |||||||||||
| Research and development |
8,060 | 8,231 | (171 | ) | (2.1 | )% | ||||||||||
| Write-downs and other charges |
724 | 55 | 669 | 1216.4 | % | |||||||||||
| Depreciation and amortization |
18,408 | 24,369 | (5,961 | ) | (24.5 | )% | ||||||||||
| Total operating expenses |
51,944 | 59,496 | (7,552 | ) | (12.7 | )% | ||||||||||
| Income (loss) from operations |
3,415 | (5,183 | ) | 8,598 | (165.9 | )% | ||||||||||
| Other expense (income) |
||||||||||||||||
| Interest expense |
10,981 | 8,342 | 2,639 | 31.6 | % | |||||||||||
| Interest income |
(288 | ) | (52 | ) | (236 | ) | 453.8 | % | ||||||||
| Other expense |
147 | 4,339 | (4,192 | ) | (96.6 | )% | ||||||||||
| (Loss) income before income taxes |
(7,425 | ) | (17,812 | ) | 10,387 | (58.3 | )% | |||||||||
| Income tax (expense) benefit |
(345 | ) | 3,393 | (3,738 | ) | (110.2 | )% | |||||||||
| Net (loss) income | (7,770 | ) | (14,419 | ) | 6,649 | (46.1 | )% | |||||||||
Revenues
Gaming Operations.
Gaming operations revenue increased primarily due to an increase in our EGM segment. EGM RPD increased 14.0% compared to the prior year. In the prior year, the temporary casino closures began in March 2020 caused by the COVID-19 pandemic and nearly all of the Company's customers were closed as of March 31 2020. As of March 31, 2021, nearly all of our customers' casino properties were open under limited operations. The increases in gaming operations revenue are offset by a decrease in our EGM installed base year over year due to sales of over 1,270 previously leased, lower yielding units to distributors (429 of which were sold in the current quarter and 841 units were sold during the last twelve months) and the sale of 512 units of previously leased VLT EGMs. Additionally, during the last twelve months, several of our customers reconfigured their slot floors in response to the COVID-19 pandemic and, as a result, removed EGMs from our domestic installed base. Our international EGM installed base also decreased year over year due primarily to the permanent closure of certain casinos in Mexico and removal of machines related to slot floor reconfigurations. The increase in gaming operations revenue is also attributable to an increase of $0.6 million in our Interactive segment, primarily related to an increase in our RMG revenues, and a $0.4 million increase in Table Products gaming operations revenue due to the increase in the installed base to 4,362 units.
Equipment Sales.
The decrease in equipment sales was primarily due to a decrease of 175 EGMs sold year over year. We sold 289 EGM units during the three months ended March 31, 2021, compared to 464 EGM units in the prior year period. EGM equipment sales revenue also includes revenue from the sale of previously leased, lower yielding units to a distributor (429 of which were sold in the current quarter and 395 units were sold in the prior year period), which are not included in our sold unit count or domestic average sales price.
Operating Expenses
Cost of gaming operations. The decrease in costs of gaming operations was the result of increased overhead in the prior year period as our manufacturing facilities were not fully utilized due to COVID-19 pandemic. The decrease was also attributable to a decrease in field service-related expenses compared to the prior year period by $0.5 million due to decreased activity and headcount. As a percentage of gaming operations revenue, costs of gaming operations was 19.5% for the three months ended March 31, 2021 compared to 23.4% for the prior year period.
Cost of Equipment Sales. The decrease in cost of equipment sales is attributable to the decrease in the number of units sold compared to the prior year period. Cost of equipment sales also includes costs of previously leased, lower yielding units that were sold to distributors (429 of which were sold in the current quarter and 395 units were sold in the prior year period). As a percentage of equipment sales revenue, costs of equipment sales was 31.7% for the three months ended March 31, 2021 compared to 44.8% for the prior year period, which fluctuated year over year primarily due to the difference in the cost of previously leased units sold in each period.
Selling, general and administrative. The increase in selling, general and administrative expenses is primarily due to a $0.9 million increase in salary and benefit costs. In the prior year, Management took actions to decrease spending amid the COVID-19 crisis including employee furloughs, reduction in work force and salary reduction.
Research and development. The decrease in research and development expense is primarily due to a $0.3 million decrease in professional fees and development costs, offset by an increase in salaries and benefits costs. In the prior year, Management took actions to decrease spending amid the COVID-19 crisis including employee furloughs, reduction in work force and salary reduction.
Write-downs and other charges. During the three months ended March 31, 2021, the Company recognized $0.7 million in write-downs and other charges primarily related to impairment of internally developed gaming titles. During the three months ended March 31, 2020, the Company recognized $0.1 million in write-downs and other charges primarily related to the disposal of long-lived assets.
Due to the changing nature of our write-downs and other charges, we describe the composition of the balances as opposed to providing a year over year comparison.
Depreciation and amortization. The decrease was predominantly due to several assets purchased in business combinations that reached the end of their useful lives.
Other Expense, net
Interest expense. The increase in interest expense is predominantly attributable to an increase of $95.0 million in the principal amounts outstanding under the incremental first lien credit facilities. See Item 1. “Financial Statements” Note 5 for a detailed discussion regarding long-term debt.
Other expense. The decrease is predominantly attributed to the write-off of indemnification receivables of $3.2 million in the prior year as the related liability for uncertain tax positions was also written-off due to the lapse in the statute of limitations and, to a lesser extent, the effect of foreign currency fluctuation on trade payables and receivables denominated in foreign currencies.
Income Taxes. The Company's effective income tax rate for the three months ended March 31, 2021, was an expense of 4.6%. The difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three months ended March 31, 2021, is primarily due to changes in our valuation allowance on deferred tax assets. The Company's effective income tax rate for the three months ended March 31, 2020, was a benefit of 19.0%. This effective rate approximates the federal statutory rate of 21% due to offsetting changes in our valuation allowance on deferred tax assets and lapse in applicable statute of limitations for certain uncertain tax positions.
Segment Operating Results
We report our business segment results by segment in accordance with the “management approach.” The Management approach designates the internal reporting used by our chief operating decision maker, who is our Chief Executive Officer, for making decisions and assessing performance of our reportable segments.
See Item 1. “Financial Statements” Note 1 for a detailed discussion of our three segments. Each segment’s activities include the design, development, acquisition, manufacturing, marketing, distribution, installation and servicing of its product lines. We evaluate the performance of our operating segments based on revenues and segment adjusted EBITDA.
Segment revenues include leasing, licensing or selling of products within each reportable segment. We measure segment performance in terms of revenue, segment-specific adjusted EBITDA and unit placements. We believe that unit placements are an important gauge of segment performance for EGM’s and Table Products because it measures historical market placements of leased and sold units and provides insight into potential markets for next-generation products and service. We do not present a sold unit cumulative installed base as previously sold units may no longer be in use by our customers or may have been replaced by other models or products.
Adjusted Expenses
We have provided (i) adjusted cost of gaming operations, (ii) adjusted selling, general and administrative costs and (iii) adjusted research and development cost (collectively, the “Adjusted Expenses”) in this Form 10-Q because we believe such measure provides investors with additional information to measure our performance.
We believe that the presentation of each of the Adjusted Expenses is appropriate to provide additional information to investors about certain non-cash items that vary greatly and are difficult to predict. These Adjusted Expenses take into account non-cash stock compensation expense, acquisitions and integration related costs including restructuring and severance, initial and secondary public offering costs, legal and litigation expenses including settlement payments, new jurisdictions and regulatory licensing costs, non-cash charges on capitalized installation and delivery, non-cash charges and loss on disposition of assets and other adjustments that include costs and inventory and receivable valuation charges associated with the COVID-19 pandemic. Further, we believe each of the Adjusted Expenses provides a meaningful measure of our expenses because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures. It also provides Management and investors with additional information to estimate our value.
Each of the Adjusted Expenses is not a presentation made in accordance with GAAP. Our use of the term Adjusted Expenses may vary from others in our industry. Each of the Adjusted Expenses should not be considered as an alternative to our operating expenses under GAAP. Each of the Adjusted Expenses has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for the analysis of our results as reported under GAAP.
Our definition of Adjusted Expenses allows us to add back certain non-cash charges that are deducted in calculating net income and to deduct certain gains that are included in calculating net income. However, these expenses and gains vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, in the case of charges or expenses, these items can represent the reduction of cash that could be used for other corporate purposes.
Due to these limitations, we rely primarily on our GAAP cost of gaming operations, cost of equipment sales, selling, general and administrative costs and research and development costs and use each of the Adjusted Expenses only supplementarily.
The tables below present each of the Adjusted Expenses and include a reconciliation to the nearest GAAP measure.
Electronic Gaming Machines
Three Months Ended March 31, 2021 compared to the Three Months Ended March 31, 2020
| Three Months Ended March 31, | $ | % |
||||||||||||||
| (amounts in thousands, except unit data) |
2021 |
2020 |
Change |
Change |
||||||||||||
| EGM segment revenues: |
||||||||||||||||
| Gaming operations |
$ | 39,604 | $ | 38,885 | $ | 719 | 1.8 | % | ||||||||
| Equipment sales |
10,914 | 11,470 | (556 | ) | (4.8 | )% | ||||||||||
| Total EGM revenues |
50,518 | 50,355 | 163 | 0.3 | % | |||||||||||
| EGM segment expenses and adjusted expenses: |
||||||||||||||||
| Cost of gaming operations(1) |
7,932 | 9,276 | (1,344 | ) | (14.5 | )% | ||||||||||
| Less: Adjustments(2) | 441 | 1,163 | (722 | ) | (62.1 | )% | ||||||||||
| Adjusted cost of gaming operations |
7,491 | 8,113 | (622 | ) | (7.7 | )% | ||||||||||
| Cost of equipment sales |
3,451 | 5,132 | (1,681 | ) | (32.8 | )% | ||||||||||
| Selling, general and administrative |
11,358 | 10,626 | 732 | 6.9 | % | |||||||||||
| Less: Adjustments(3) | 754 | 1,128 | (374 | ) | (33.2 | )% | ||||||||||
| Adjusted cost of selling, general and administrative |
10,604 | 9,498 | 1,106 | 11.6 | % | |||||||||||
| Research and development |
6,959 | 6,918 | 41 | 0.6 | % | |||||||||||
| Less: Adjustments(4) | 684 | 819 | (135 | ) | (16.5 | )% | ||||||||||
| Adjusted cost of research and development |
6,275 | 6,099 | 176 | 2.9 | % | |||||||||||
| Accretion of placement fees |
1,706 | 1,859 | (153 | ) | (8.2 | )% | ||||||||||
| EGM adjusted EBITDA |
$ | 24,403 | $ | 23,372 | $ | 1,031 | 4.4 | % | ||||||||
| EGM unit information: |
||||||||||||||||
| VLT | - | 512 | (512 | ) | (100.0 | )% | ||||||||||
| Class II | 11,412 | 12,291 | (879 | ) | (7.2 | )% | ||||||||||
| Class III | 4,044 | 5,000 | (956 | ) | (19.1 | )% | ||||||||||
| Domestic installed base, end of period |
15,456 | 17,803 | (2,347 | ) | (13.2 | )% | ||||||||||
| International installed base, end of period | 7,985 | 8,286 | (301 | ) | (3.6 | )% | ||||||||||
| Total installed base, end of period |
23,441 | 26,089 | (2,648 | ) | (10.1 | )% | ||||||||||
| Installed base - Oklahoma | 8,127 | 9,745 | (1,618 | ) | (16.6 | )% | ||||||||||
| Installed base - non-Oklahoma | 7,329 | 8,058 | (729 | ) | (9.0 | )% | ||||||||||
| Domestic installed base, end of period | 15,456 | 17,803 | (2,347 | ) | (13.2 | )% | ||||||||||
| Domestic revenue per day | $ | 27.10 | $ | 21.08 | $ | 6.02 | 28.6 | % | ||||||||
| International revenue per day | $ | 2.94 | $ | 6.89 | $ | (3.95 | ) | (57.3 | )% | |||||||
| Total revenue per day | $ | 18.89 | $ | 16.57 | $ | 2.32 | 14.0 | % | ||||||||
| Domestic EGM units Sold | 289 | 426 | (137 | ) | (32.2 | )% | ||||||||||
| Total EGM units Sold | 289 | 464 | (175 | ) | (37.7 | )% | ||||||||||
| Domestic average sales price | $ | 17,520 | $ | 17,564 | $ | (44 | ) | (0.3 | )% | |||||||
(1) Exclusive of depreciation and amortization.
(2) Adjustments to cost of gaming operation include non-cash stock compensation expense, non-cash charges on capitalized installation and delivery and other adjustments.
(3) Adjustments to selling, general and administrative expense include non-cash stock compensation expense, acquisitions and integration related costs including restructuring and severance, secondary offering costs, legal and litigation expenses including settlement payments and other adjustments.
(4) Adjustments to research and development costs include non-cash stock compensation expense and acquisitions and integration related costs including restructuring and severance.
Gaming Operations Revenue
Gaming operations revenue increased primarily due to the increase in total revenue per day. In the prior year, the temporary casino closures began in March 2020 caused by COVID-19 pandemic and nearly all of the Company's customers were closed as of March 31 2020. As of March 31, 2021, nearly all of our customers' casino properties were open under limited operations. The increases in gaming operations revenue are offset by a decrease in our EGM installed base year over year due to sales of over 1,270 previously leased, lower yielding units to distributors (429 of which were sold in the current quarter and 841 units were sold during the last twelve months) and the sale of 512 units of previously leased VLT EGMs. Additionally, during the last twelve months, several of our customers reconfigured their slot floors in response to the COVID-19 pandemic and, as a result, removed EGMs from our domestic installed base. Our international EGM installed base also decreased year over year due primarily to the permanent closure of certain casinos in Mexico and removal of machines related to slot floor reconfigurations.
Equipment Sales
The decrease in equipment sales was primarily due to a decrease in units sold year over year. EGM equipment sales revenue also includes revenue from the sale of previously leased, lower yielding units to a distributor (429 of which were sold in the current quarter and 395 units were sold in the prior year period), which are not included in our sold unit count or domestic average sales price.
EGM Adjusted EBITDA
EGM adjusted EBITDA includes revenues and operating expenses from the EGM segment adjusted for depreciation, amortization, write-downs and other charges, accretion of placement fees, as well as other costs. See Item 1. “Financial Statements” Note 13 for further explanation of adjustments. The increase in EGM adjusted EBITDA is attributable to the increase in revenue described above and decreases in cost of gaming operations and cost of equipment sales offset by an increase in operating expenses. EGM adjusted EBITDA margin was 48% and 46% for the three months ended March 31, 2021 and 2020, respectively, reflecting a greater mix of higher-margin lease revenues, the sale of previously leased, lower-yielding Oklahoma units to distributors with modest offsetting costs, and management's actions to reduce operating expenses and other costs in response to the COVID-19 crisis.
Table Products
Three Months Ended March 31, 2021 compared to Three Months Ended March 31, 2020
| Three Months Ended March 31, | $ | % |
||||||||||||||
| (amounts in thousands, except unit data) |
2021 |
2020 |
Change |
Change |
||||||||||||
| Table Products segment revenues: |
||||||||||||||||
| Gaming operations |
$ | 2,727 | $ | 2,324 | $ | 403 | 17.3 | % | ||||||||
| Equipment sales |
29 | 158 | (129 | ) | (81.6 | )% | ||||||||||
| Total Table Products revenues |
2,756 | 2,482 | 274 | 11.0 | % | |||||||||||
| Table Products segment expenses and adjusted expenses: |
||||||||||||||||
| Cost of gaming operations(1) | 223 | 292 | (69 | ) | (23.6 | )% | ||||||||||
| Less: Adjustments(2) | 98 | 167 | (69 | ) | (41.3 | )% | ||||||||||
| Adjusted cost of gaming operations | 125 | 125 | - | 0.0 | % | |||||||||||
| Cost of equipment sales | 17 | 76 | (59 | ) | (77.6 | )% | ||||||||||
| Selling, general and administrative | 625 | 564 | 61 | 10.8 | % | |||||||||||
| Less: Adjustments(3) | 38 | 43 | (5 | ) | (11.6 | )% | ||||||||||
| Adjusted cost of selling, general and administrative | 587 | 521 | 66 | 12.7 | % | |||||||||||
| Research and development | 606 | 882 | (276 | ) | (31.3 | )% | ||||||||||
| Less: Adjustments(4) | (10 | ) | 20 | (30 | ) | (150.0 | )% | |||||||||
| Adjusted cost of research and development | 616 | 862 | (246 | ) | (28.5 | )% | ||||||||||
| Table Products adjusted EBITDA | $ | 1,411 | $ | 898 | $ | 513 | 57.1 | % | ||||||||
| Table Products unit information: |
||||||||||||||||
| Table products installed base, end of period | 4,362 | 3,897 | 465 | 11.9 | % | |||||||||||
| Average monthly lease price | $ | 208 | $ | 197 | $ | 11 | 5.6 | % | ||||||||
(1) Exclusive of depreciation and amortization.
(2) Adjustments to cost of gaming operation include non-cash stock compensation expense and non-cash charges on capitalized installation and delivery.
(3) Adjustments to selling, general and administrative expense include non-cash stock compensation expense, acquisitions and integration related costs including restructuring and severance, and other adjustments.
(4) Adjustments to research and development costs include non-cash stock compensation expense and acquisitions and integration related costs including restructuring and severance.
Gaming Operations Revenue
The increase in Table Products gaming operations revenue is attributable to the increase in the Table Products installed base. The continuing success of our progressives such as Super 4, Blackjack Match, and Royal 9, are the primary drivers of the increase in the Table Products installed base compared to the prior year period.
Equipment Sales
The decrease in equipment sales is primarily due to a lower number of table game signage and shuffler sales in the current year period.
Tables Products Adjusted EBITDA
Table Products adjusted EBITDA includes the revenues and operating expenses from the Table Products segment adjusted for depreciation, amortization, write-downs and other charges, as well as other costs. See Item 1. “Financial Statements” Note 13 for further explanation of adjustments. The decrease in Table Products adjusted EBITDA is attributable to the increase in gaming operations revenue and a decrease in operating expenses primarily related to a decrease in development expenses, offset by decreased revenue from equipment sales described above.
Interactive
Three Months Ended March 31, 2021 compared to Three Months Ended March 31, 2020
| Three Months Ended March 31, | $ | % |
||||||||||||||
| (amounts in thousands) | 2021 | 2020 | Change | Change | ||||||||||||
| Interactive segment revenue: |
||||||||||||||||
| Social gaming revenue |
$ | 709 | $ | 822 | $ | (113 | ) | (13.7 | )% | |||||||
| Real-money gaming revenue | 1,376 | 654 | 722 | 110.4 | % | |||||||||||
| Total Interactive revenue |
2,085 | 1,476 | 609 | 41.3 | % | |||||||||||
| Interactive segment expenses and adjusted expenses: |
||||||||||||||||
| Cost of gaming operations(1) | 521 | 425 | 96 | 22.6 | % | |||||||||||
| Selling, general and administrative | 625 | 450 | 175 | 38.9 | % | |||||||||||
| Less: Adjustments(2) | 60 | 47 | 13 | 27.7 | % | |||||||||||
| Adjusted cost of selling, general and administrative | 565 | 403 | 162 | 40.2 | % | |||||||||||
| Research and development | 495 | 431 | 64 | 14.8 | % | |||||||||||
| Less: Adjustments(3) | 4 | 14 | (10 | ) | (71.4 | )% | ||||||||||
| Adjusted cost of research and development | 491 | 417 | 74 | 17.7 | % | |||||||||||
| Interactive adjusted EBITDA | $ | 508 | $ | 231 | $ | 277 | 119.9 | % | ||||||||
(1) Exclusive of depreciation and amortization.
(2) Adjustments to selling, general and administrative expense include non-cash stock compensation expense and other adjustments.
(3) Adjustments to research and development costs include non-cash stock compensation expense.
Gaming Operations Revenue
The increase in gaming operations revenue is primarily attributable to an increase of $0.7 million in RMG revenue in the current period primarily due to an increase in the number of customers and games year over year as well as the addition of our land-based content on the AxSys Games Marketplace platform. The increase is primarily attributable to the increased revenue from the states of Michigan, New Jersey and Pennsylvania.
Interactive Adjusted EBITDA
Interactive adjusted EBITDA includes the revenues and operating expenses from the Interactive segment adjusted for depreciation, amortization, write-downs and other charges, as well as other costs. See Item 1. “Financial Statements” Note 13 for further explanation of adjustments. The increase in Interactive adjusted EBITDA is primarily attributable to an increase in revenues as described above offset by increased operating costs including salary and benefit related expenses and professional fees.
We have provided total adjusted EBITDA in this Form 10-Q because we believe such measure provides investors with additional information to measure our performance.
We believe that the presentation of total adjusted EBITDA is appropriate to provide additional information to investors about certain material non-cash items that we do not expect to continue at the same level in the future, as well as other items we do not consider indicative of our ongoing operating performance. Further, we believe total adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures. It also provides Management and investors with additional information to estimate our value.
Total adjusted EBITDA is not a presentation made in accordance with GAAP. Our use of the term total adjusted EBITDA may vary from others in our industry. Total adjusted EBITDA should not be considered as an alternative to operating income or net income. Total adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for the analysis of our results as reported under GAAP.
Our definition of adjusted EBITDA allows us to add back certain non-cash charges that are deducted in calculating net income and to deduct certain gains that are included in calculating net income. However, these expenses and gains vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, in the case of charges or expenses, these items can represent the reduction of cash that could be used for other corporate purposes.
Due to these limitations, we rely primarily on our GAAP results, such as net (loss) income, income from operations, EGM adjusted EBITDA, Table Products adjusted EBITDA or Interactive adjusted EBITDA and use Total adjusted EBITDA only supplementally.
The following tables reconcile net loss attributable to PlayAGS, Inc. to total adjusted EBITDA (amounts in thousands):
Three Months Ended March 31, 2021 compared to the Three Months Ended March 31, 2020
| Three Months Ended March 31, |
$ | % |
||||||||||||||
| 2021 |
2020 |
Change |
Change |
|||||||||||||
| Net (loss) income | $ | (7,770 | ) | $ | (14,419 | ) | $ | 6,649 | (46.1 | )% | ||||||
| Income tax (benefit) expense |
345 | (3,393 | ) | 3,738 | (110.2 | )% | ||||||||||
| Depreciation and amortization |
18,408 | 24,369 | (5,961 | ) | (24.5 | )% | ||||||||||
| Other expense |
147 | 4,339 | (4,192 | ) | (96.6 | )% | ||||||||||
| Interest income |
(288 | ) | (52 | ) | (236 | ) | 453.8 | % | ||||||||
| Interest expense |
10,981 | 8,342 | 2,639 | 31.6 | % | |||||||||||
| Write-downs and other(1) |
724 | 55 | 669 | 1216.4 | % | |||||||||||
| Other adjustments(2) | (285 | ) | 702 | (987 | ) | (140.6 | )% | |||||||||
| Other non-cash charges(3) |
2,181 | 2,555 | (374 | ) | (14.6 | )% | ||||||||||
| Legal and litigation expenses including settlement payments(4) | 198 | - | 198 | 100.0 | % | |||||||||||
| Acquisitions and integration-related costs including restructuring and severance(5) |
49 | 452 | (403 | ) | (89.2 | )% | ||||||||||
| Non-cash stock-based compensation(6) |
1,632 | 1,551 | 81 | 5.2 | % | |||||||||||
| Total Adjusted EBITDA |
$ | 26,322 | $ | 24,501 | $ | 1,821 | 7.4 | % | ||||||||
(1) Write-downs and other include items related to loss on disposal or impairment of long-lived assets and fair value adjustments to contingent consideration.
(2) Other adjustments are primarily composed of costs and inventory and receivable valuation charges associated with the COVID-19 pandemic, professional fees incurred for projects, corporate and public filing compliance, contract cancellation fees and other transaction costs deemed to be non-operating in nature as well as costs incurred related to initial public offering, net of costs capitalized to equity and the cost of related secondary offerings.
(3) Other non-cash charges are costs related to non-cash charges and losses on the disposition of assets, non-cash charges on capitalized installation and delivery, which primarily includes the costs to acquire contracts that are expensed over the estimated life of each contract and non-cash charges related to accretion of contract rights under development agreements.
(4) Legal and litigation related costs consist of payments to law firms and settlements for matters that are outside the normal course of business.
(5) Acquisitions and integration related costs primarily relate to costs incurred after the purchase of businesses, such as the purchase of Integrity, to integrate operations and obtain costs synergies. Restructuring and severance costs primarily relate to costs incurred through the restructuring of the Company’s operations from time to time and other employee severance costs recognized in the periods presented.
(6) Non-cash stock-based compensation includes non-cash compensation expense related to grants of options, restricted stock, and other equity awards.
LIQUIDITY AND CAPITAL RESOURCES
We expect that primary ongoing liquidity requirements for the three months ended March 31, 2021 will be for operating capital expenditures, working capital, debt servicing, game development and other customer acquisition activities. We expect to finance these liquidity requirements through a combination of cash on hand, additional financing, and cash flows from operating activities.
Part of our overall strategy includes consideration of expansion opportunities, underserved markets and acquisition and other strategic opportunities that may arise periodically. We may require additional funds in order to execute on such strategic growth, and may incur additional debt or issue additional equity to finance any such transactions. We cannot assure you that we will be able to obtain such debt or issue any such additional equity on acceptable terms or at all.
As a result of the business disruption caused by the rapid nationwide spread of the coronavirus and the actions by state and tribal governments and businesses to contain the virus, the Company has taken several actions to adapt to the severity of the COVID-19 crisis. Among other things, the Company implemented short-term furloughs with retained benefits, company-wide salary reductions, and reduced its workforce by over 10%. Our non-employee directors have also agreed to reduce their fees by 50%. As of March 31, 2021, most of the Company's customers have reopened at limited capacity, some have reopened and then been required to close again due to local conditions and regulations relating to the spread of the coronavirus, and there are also customers who still remain closed. Depending on the number and length of casino closures, the Company will consider additional reductions to payroll and related expenses through additional employee furloughs in order to conserve liquidity.
As of March 31, 2021, the Company had $77.3 million in cash and cash equivalents and $30.0 million available to draw under its revolving credit facility. Under the First Lien Credit Agreement (defined below in Note 5), the Company was required to comply with certain financial covenants at the end of each calendar quarter, including to maintain a maximum net first lien leverage ratio of 6.0 to 1.0. On May 1, 2020, the Company entered into an Incremental Assumption and Amendment Agreement No. 4 ("Amendment No. 4") which amended its First Lien Credit Agreement to, among other things, (i) provide for a suspension of the testing of the financial covenant for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020 and (ii) during the period beginning on May 1, 2020, and ending on the date on which the Company delivers a compliance certificate with respect to the fiscal quarter ending December 31, 2021 (unless earlier terminated by the Company), make certain modifications to the negative covenants set forth in the First Lien Credit Agreement and, solely for purposes of determining compliance with the financial covenant during the first three quarters of 2021 once testing resumes, the calculation of EBITDA. As a result of Amendment No. 4, and based on the Company's projected operating results for the next twelve months, the Company expects that it will be in compliance with its covenants under the First Lien Credit Agreement for at least the next twelve months after the financial statements are issued. Pursuant to the terms of Amendment No. 4, the Company incurred incremental term loans in an aggregate principal amount of $95.0 million, of which the Company received $83.3 million in net proceeds (after original issue discount and related fees, which is described in Note 5). The incremental term loans incurred pursuant to Amendment No. 4 bear interest at a rate equal to, at the Borrower's option, either LIBOR or the base rate, subject to an interest rate floor plus an applicable margin of 13.0% for LIBOR loans and 12.0% for base rate loans. Any voluntary prepayment of the incremental term loans incurred pursuant to Amendment No. 4 during the first two years after May 1, 2020 will be subject to a customary “make-whole” premium. On or after May 1, 2022 and prior to November 1, 2022, a voluntary prepayment of the incremental term loans incurred pursuant to Amendment No. 4 will be accompanied by a 1.00% payment premium. Other than described above, the incremental term loans have the same terms applicable to the outstanding term loans under the First Lien Credit Agreement. As a result of the additional financing, along with cash and cash equivalents on hand as of March 31, 2021, Management believes that the Company has sufficient liquidity to fund its operating requirements and meet its obligations as they become due for at least the next twelve months after the financial statements are issued.
Indebtedness
First Lien Credit Facilities
On June 6, 2017 (the “Closing Date”), AP Gaming I, LLC (the “Borrower”), a wholly owned indirect subsidiary of the Company, entered into a first lien credit agreement (“the First Lien Credit Agreement”), providing for $450.0 million in term loans and a $30.0 million revolving credit facility (the “First Lien Credit Facilities”). The proceeds of the term loans were used primarily to repay the Company's then existing term loans, other indebtedness, to pay for the fees and expenses incurred in connection with the foregoing and otherwise for general corporate purposes. The full amount of the revolving credit facility was drawn on March 19, 2020 as a precautionary measure in order to increase the Company’s cash position and facilitate financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 outbreak. The full amount of the revolving credit facility was repaid in October 2020 and remains available for the Company to draw upon in the future. The term loans will mature on February 15, 2024, and the revolving credit facility will mature on June 6, 2022. The term loans require scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the term loans, with the balance due at maturity. Borrowings under the term loans and revolving credit facility bear interest at a rate equal to, at the Borrower’s option, either LIBOR or the base rate, subject to an interest rate floor plus an applicable margin rate. In addition, on a quarterly basis, the Borrower is required to pay each lender under the revolving credit facility a commitment fee in respect of any unused commitments thereunder at a rate of 0.50% per annum.
On December 6, 2017, the Borrower entered into incremental facilities for $65.0 million in term loans (the “December Incremental Term Loans”). The net proceeds of the December Incremental Term Loans were used to finance the acquisition of electronic gaming machines and related assets operated by Rocket Gaming Systems (“Rocket”) and to pay fees and expenses in connection therewith and for general corporate purposes.
An additional $1.0 million in loan costs were incurred related to the issuance of the December Incremental Term Loans. Given the composition of the lender group, the transaction was accounted for as a debt modification and, as such, $0.9 million in third-party costs were expensed and included in the loss on extinguishment and modification of debt. The remaining amount was capitalized and will be amortized over the term of the agreement.
On February 8, 2018, the Borrower completed the repricing of its existing $513.0 million term loans under its First Lien Credit Agreement (the “Term Loans”). The Term Loans were repriced from 550 basis points to 425 basis points over LIBOR. The LIBOR floor remained at 100 basis points.
On February 8, 2018, in connection with the repricing of the Term Loans, third-party costs of $1.2 million were expensed and included in the loss and modification of debt. Existing debt issuance costs of $0.4 million were written-off and also included in the loss on extinguishment and modification of debt.
On October 5, 2018, the Borrower entered into an Incremental Assumption and Amendment Agreement No. 2 (the “Incremental Agreement No. 2”) with certain of the Borrower’s subsidiaries, the lenders party thereto from time to time and the Administrative Agent. The Incremental Agreement No. 2 amended and restated that certain First Lien Credit Agreement, dated as of June 6, 2017, as amended on December 6, 2017 and as amended and restated on February 8, 2018 (the “Existing Credit Agreement”), among the Borrower, the lenders party thereto, the Administrative Agent and other parties named therein (the “Amended and Restated Credit Agreement”), to (a) reduce the applicable interest rate margin for the Term B Loans (as repriced, the “Repriced Term B Loans”) under the Credit Agreement by 0.75% (which shall increase by an additional 0.25% if at any time the Borrower receives a corporate credit rating of at least B1 from Moody’s, regardless of any future rating) and (b) provide for the incurrence by the Borrower of incremental term loans in an aggregate principal amount of $30.0 million (the “Incremental Term Loans” and together with the Repriced Term B Loans, the “Term B Loans”).
On October 5, 2018, in connection with the repricing of the Term Loans, third-party costs of $1.5 million were expensed and included in the loss on extinguishment and modification of debt.
On August 30, 2019, the Borrower entered into Amendment No. 3 (the "Repricing Amendment") to the credit agreement. The Repricing Amendment reduced the interest rate margin on the revolving credit facility to the same interest rate margin as the term loans issued under the credit agreement.
On May 1, 2020, the Borrower entered into Amendment No. 4 to the First Lien Credit Agreement that provided for covenant relief (as described in Note 1) as well as $95.0 million in incremental term loans of which the net proceeds received by the Company were $83.3 million after original issue discount and related fees. The incremental term loans are subject to an interest rate of LIBOR plus 13% and the agreement also provides that any refinancing of the term loans through the issuance of certain debt or any repricing amendment resulting in a lower yield occurring at any time during the first two years after May 1, 2020 will be accompanied by a Make-Whole Premium as defined in the agreement that includes a premium or fee as well as the required payment of any unpaid interest that would have been paid through May 1, 2022. For six months following this two year period, a prepayment of the loans will be accompanied by a 1.00% payment premium or fee. Other than described above, the incremental term loans continue to have the same terms as provided under the Existing Credit Agreement.
As of March 31, 2021, we were in compliance with the required covenants of our debt instruments. See Item 1. “Notes to Condensed Consolidated Financial Statements”, Note 1 “Liquidity and Financing” for a description of a change to our financial covenants for future periods.
Equipment Long Term Note Payable and Finance Leases
The Company has entered into a financing agreement to purchase certain gaming devices, systems and related equipment and has entered into leases for vehicles and equipment that are accounted for as finance leases.
The following table summarizes our historical cash flows (in thousands):
| Three Months Ended March 31, |
||||||||||||
| 2021 |
2020 |
Change |
||||||||||
| Cash Flow Information: |
||||||||||||
| Net cash provided by operating activities |
$ | 9,693 | $ | 18,809 | $ | (9,116 | ) | |||||
| Net cash used in investing activities |
(9,864 | ) | (12,879 | ) | $ | 3,015 | ||||||
| Net cash (used in) provided by financing activities |
(4,218 | ) | 24,485 | $ | (28,703 | ) | ||||||
| Effect of exchange rates on cash and cash equivalents |
(1 | ) | (13 | ) | $ | 12 | ||||||
| Net (decrease) increase in cash and cash equivalents |
$ | (4,390 | ) | $ | 30,402 | $ | (34,792 | ) | ||||
Operating activities
This decrease in cash provided by operating activities is primarily due to a decrease in collection of accounts receivables in the current period, offset by a decrease in net loss.
Investing activities
The decrease in cash used in investing activities was primarily due to a $2.3 million decrease in customer notes receivable and a $0.7 million decrease in purchases of intangibles.
Financing activities
Net cash used in financing activities for the three months ended March 31, 2021, was $4.2 million compared to net cash provided by financing activities of $24.5 million for the three months ended March 31, 2020, representing a decrease in cash of $28.7 million which is primarily attributable to the borrowing on the revolving credit facility of $30.0 million in the prior year period, offset by a $2.2 million decrease in payments of financed placement fee obligations compared to the prior year period.
OFF-BALANCE SHEET ARRANGEMENTS
We do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES
A description of our critical accounting policies can be found in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020. There were no material changes to our policies during the three months ended March 31, 2021.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See related disclosure at Item 1. “Notes to Condensed Consolidated Financial Statements”, Note 1 “Description of the Business and Summary of Significant Accounting Policies.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rates. Our primary exposure to market risk is interest rate risk associated with our long-term debt, which accrues interest at variable rates. Certain of our debt instruments accrue interest at LIBOR or the base rate, at our election, subject to an interest rate floor plus an applicable margin rate. In the normal course of business, we are exposed to fluctuations in interest rates as we seek debt and equity capital to sustain our operations. All of our interest rate sensitive financial instruments are held for purposes other than trading purposes. As of March 31, 2021, less than 1% of our debt were fixed-rate instruments. Assuming a constant outstanding balance for our variable-rate long term debt, a hypothetical 1% decrease in interest rates would not decrease interest expense given our LIBOR floor on related debt, while a hypothetical 1% increase in interest rates would increase interest expense approximately $6.2 million.
Foreign currency risk. We are exposed to foreign currency exchange rate risk that is inherent to our foreign operations. We currently transact business in Mexico and to a lesser extent in the United Kingdom using the local currency. Our settlement of inter-company trade balances requires the exchange of currencies, which results in the recognition of foreign currency fluctuations. We expect that certain operations will continue to be denominated in foreign currencies. As such, we expect our cash flows and earnings to continue to be exposed to the risks that may arise from fluctuations in foreign currency exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of March 31, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure information is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by Management override of controls.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Controls
No change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) occurred as of the end of the fiscal quarter covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We are party to various claims and legal actions that arise in the ordinary course of business. We do not believe the outcome of such disputes or legal actions will have a material adverse effect on our financial condition, results of operations, liquidity or capital resources.
"Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report") includes a discussion of our risk factors. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
On April 30, 2021, the Compensation Committee approved a supplemental grant of long-term performance-based restricted stock units to the Company's Chief Executive Officer, David Lopez and its Chief Financial Officer, Kimo Akiona as follows:
| Stock Price Appreciation | Target Stock Price (1) | Shares for Mr. Lopez Equity Awards | Shares for Mr. Akiona Equity Awards | |||||||||
| 50% |
$13.43 | 143,266 | 85,960 | |||||||||
| 75% | $15.66 | 214,900 | 128,940 | |||||||||
| 100% | $17.90 | 358,166 | 214,900 | |||||||||
| Total Number of Restricted Stock Units | 716,332 | 429,800 | ||||||||||
(1) The target stock price was determined based on the stock price appreciation from the ending stock price on April 30, 2021 of $8.95
| ● |
100% of the awards are performance-based and at-risk. |
| ● |
The performance shares only vest if certain rigorous, pre-determined stock price hurdles are achieved and sustained during the four-year term of the awards. |
| ● |
The stock price must increase by 50%, 75% and 100% and be maintained in order for the three tranches of the award to be earned, respectively. |
The Compensation Committee made these grants under the 2018 Omnibus Incentive Plan, as amended.
Pay for Performance and Alignment with Shareholders
We are committed to a pay for performance philosophy. Our compensation program aims to motivate our people to perform at a high level and rewards contributions that enhance our ability to deliver outstanding results for our customers and create value for our shareholders. We believe that compensation should be aligned to shareholder interests and the long-term value realized by our shareholders.
To link pay and performance and align of the interests of the executives with those of the Company and its shareholders, the Compensation Committee allocates a substantial portion of target annual total direct compensation to long-term incentive equity. In 2021, excluding the supplemental equity grant summarized above, we expect that Mr. Lopez’s long-term incentive equity compensation will be 50% performance-based, and approximately 50% variable and at-risk.
Benchmark Positioning Relative to Market Median
In general, the Compensation Committee seeks to align executive officer compensation with the market median range in order to be able to attract, motivate and retain experienced executive talent who are critical to our long-term success. The Compensation Committee reviewed the value of the executives’ target annual long-term incentive equity relative to the grants made to the executives at companies in our peer group, as presented in a study prepared by the Compensation Committee’s independent compensation consultant, the Rewards Solutions practice of Aon plc. The Compensation Committee’s review indicated that Mr. Lopez and Mr. Akiona’s target annual long-term incentive grants were substantially below the market median for such grants for their respective positions. The study analyzed our named executive officer’s compensation in comparison to the peer companies listed below and noted that the total compensation for Mr. Lopez and Mr. Akiona are both below the market median levels. Also, the mix of compensation at AGS has historically placed less weight on long-term incentives than the peer companies. In their findings, the compensation consultants noted that investors ordinarily prefer the majority of pay to be performance based.
The compensation consultant used the following peer group in the analysis and determined this group using a mix of quantitative and qualitative criteria such as revenue, industry, business model and other factors to provide a relevant list of comparators to analyze market pay levels.
| ● Accel Entertainment, Inc. |
● Agilysis, Inc. |
| ● Ainsworth Game Technology Limited |
● Aristocrat Leisure Limited |
| ● Bally’s Corporation |
● Century Casinos, Inc. |
| ● Churchill Downs Incorporated |
● Daktronics, Inc. |
| ● Everi Holdings, Inc. |
● Full House Resorts, Inc. |
| ● Glu Mobile, Inc. |
● Golden entertainment, Inc. |
| ● Inspired Entertainment, Inc. |
● International Game Technology PLC |
| ● Monarch Casino & Resort, Inc. |
● Red Rock Resorts, Inc. |
| ● Scientific Games Corporation |
● SciPlay Corporation |
In accordance with our pay for performance and shareholder alignment philosophy and in order to bring the value of target annual long-term incentive equity grants into alignment with the market median range for that component, the Committee made these supplemental incentive equity grants to Mr. Lopez and Mr. Akiona.
Supplemental Grants Exclusively Performance-Based
The performance shares represent the opportunity to earn shares based on achieving certain stock price hurdles during the four-year performance period following the grant date. The performance shares will be earned based on the average closing price per share of the Company’s common stock during a sixty (60) consecutive trading day period ending on or before the last day of the four-year performance period. We believe the stock price hurdle performance metrics, as approved by our Compensation Committee, are rigorous and challenging.
Board of Director Committee Members
On April 28, 2021, the Board of Directors reorganized its committee members and leadership structure to provide increased oversight and involvement of its independent directors. In addition to the new committee leadership and member assignments in the table below, the Company also appointed Mr. Chibib to be the lead independent director, a new role on the Board that represents the independent directors. The current committee membership of our Board of Directors is as follows:
| Audit Committee |
Compensation Committee |
Nominating and Governance Committee |
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| Adam Chibib |
X* |
X |
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| Geoff Freeman |
X |
X* |
X |
| Yvette Landau |
X |
X |
X |
| Anna Massion |
X |
X* |
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| * Committee Chair |
(a). Exhibits.
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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PlayAGS, Inc. |
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| Date: |
May 6, 2021 |
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By: |
/s/ KIMO AKIONA |
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Name: |
Kimo Akiona |
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Title: |
Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer) |