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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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46-3698600
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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5475 S. Decatur Blvd., Ste #100
Las Vegas, NV 89118
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(Address of principal executive offices) (Zip Code)
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(702) 722-6700
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(Registrant’s telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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•
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our ability to effectively compete with numerous domestic and foreign businesses;
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•
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our ability to provide financing on favorable terms compared with our competitors;
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•
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our ability to adapt to and offer products that keep pace with evolving technology related to our businesses;
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•
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our ability to develop, enhance and/or introduce successful gaming concepts and game content, and changes in player and operator preferences in participation games, which may adversely affect demand for our products;
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•
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changing economic conditions and other factors that adversely affect the casino and gaming industry, the play levels of our participation games, product sales and our ability to collect outstanding receivables from our customers;
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•
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the effect of our substantial indebtedness on our ability to raise additional capital to fund our operations, and our ability to react to changes in the economy or our industry and make debt service payments;
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•
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changing regulations, new interpretations of existing laws, or delays in obtaining or maintaining required licenses or approvals, which may affect our ability to operate in existing markets or expand into new jurisdictions;
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•
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our history of operating losses and a significant accumulated deficit;
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•
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changes in the legal and regulatory scheme governing Native American gaming markets, including the ability to enforce contractual rights on Native American land, which could adversely affect revenues;
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•
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our ability to realize satisfactory returns on money lent to new and existing customers to develop or expand gaming facilities or to acquire gaming routes;
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•
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failures in our systems or information technology, which could disrupt our business and adversely impact our results;
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•
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slow growth in the development of new gaming jurisdictions or the number of new casinos, declines in the rate of replacement of existing gaming machines, and ownership changes and consolidation in the casino industry;
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•
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legislation in states and other jurisdictions which may amend or repeal existing gaming legislation;
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•
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intellectual property rights of others, which may prevent us from developing new products and services, entering new markets, or may expose use to liability or costly litigation;
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•
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our ability to complete future acquisitions and integrate those businesses successfully;
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•
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our dependence on the security and integrity of our systems and products;
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•
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the effect of natural events in the locations in which we or our customers, suppliers or regulators operate;
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•
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failure of our suppliers and contract manufacturers to meet our performance and quality standards or requirements could result in additional costs or loss of customers;
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•
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risks related to operations in foreign countries and outside of traditional U.S. jurisdictions;
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•
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foreign currency exchange rate fluctuations;
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•
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quarterly fluctuation of our business;
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•
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risks associated with, or arising out of, environmental, health and safety laws and regulations;
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•
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product defects which could damage our reputation and our results of operations;
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•
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changes to the Class II regulatory scheme;
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•
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state compacts with our existing Native American tribal customers, which may reduce demand for our Class II game and make it difficult to compete against larger companies in the tribal Class III market;
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•
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decreases in our revenue share percentage in our participation agreements with Native American tribal customers;
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•
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adverse local economic, regulatory or licensing changes in Oklahoma or Alabama, the states in which
the
majority of our revenue has been derived, or material decreases in our revenue with our two longest customers, which states and customers comprised approximately 24% and 11%, respectively of total revenue for the year ended December 31,
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•
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dependence on the protection of our intellectual property and proprietary information and our ability to license intellectual property from third parties;
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•
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failure to attract, retain and motivate key employees;
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•
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certain restrictive open source licenses requiring us to make the source code of some of our products available to third parties and potentially granting third parties certain rights to the software;
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•
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reliance on hardware, software and games licensed from third parties, and on technology provided by third-party vendors;
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•
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dependence on our relationships with service providers;
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•
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improving internal controls over financial reporting;
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•
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our ability to maintain current customers on favorable terms;
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•
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our ability to enter new markets and potential new markets;
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•
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our ability to capitalize on the expansion of internet or other forms of interactive gaming or other trends and changes in the gaming industries;
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•
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our social gaming business is largely dependent upon our relationships with key channels;
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•
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changes in tax regulation and results of tax audits, which could affect results of operations;
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•
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our ability to generate sufficient cash to serve all of our indebtedness in the future; and
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•
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the other factors discussed under Item 1A. “Risk Factors.”
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Percentage of Total Revenue
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|||||||
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2017
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2016
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2015
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|||
Electronic Gaming Machines
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94.3
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%
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93.8
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%
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97.0
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%
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Table Products
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1.9
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%
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1.6
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%
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1.4
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%
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Interactive
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3.8
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%
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4.6
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%
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1.6
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%
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100.0
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%
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100.0
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%
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100.0
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%
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▪
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pay that person any dividend or interest upon our voting securities;
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▪
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allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;
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▪
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pay remuneration in any form to that person for services rendered or otherwise; or
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▪
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fail to pursue all lawful efforts to terminate our relationship with that person including, if necessary, the immediate purchase of said voting securities for cash at fair market value.
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•
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Class I, Class II and Class III.
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•
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licenses and/or permits;
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•
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documentation of qualifications, including evidence of financial stability;
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•
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other required approvals for companies who design, assemble, supply or distribute gaming equipment and services; and
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•
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individual suitability of officers, directors, major equity holders, lenders, key employees and business partners.
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•
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be expensive and time consuming to defend or require us to pay significant amounts in damages;
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•
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invalidate our proprietary rights;
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•
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cause us to cease making, licensing or using products or services that incorporate the challenged intellectual property;
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•
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require us to redesign, reengineer or rebrand our products or services or limit our ability to bring new products and services to the market in the future;
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•
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require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to use a product, process or component;
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•
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impact the commercial viability of the products and services that are the subject of the claim during the pendency of such claim; or
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•
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require us by way of injunction to remove products or services on lease or stop selling or leasing new products or services.
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•
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cause us to incur greater costs and expenses in the protection of our intellectual property;
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•
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potentially negatively impact our intellectual property rights;
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•
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cause one or more of our patents, trademarks, copyrights or other intellectual property interests to be ruled or rendered unenforceable or invalid; or
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•
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divert management’s attention and our resources.
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•
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social, political or economic instability;
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•
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additional costs of compliance with international laws or unexpected changes in regulatory requirements;
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•
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tariffs and other trade barriers;
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•
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fluctuations in foreign exchange rates outside the United States;
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•
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adverse changes in the creditworthiness of parties with whom we have significant receivables or forward currency exchange contracts;
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•
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expropriation, nationalization and restrictions on repatriation of funds or assets;
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•
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difficulty protecting our intellectual property;
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•
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recessions in foreign economies;
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•
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difficulties in maintaining foreign operations;
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•
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changes in consumer tastes and trends;
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•
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risks associated with compliance with anti-corruption laws;
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•
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acts of war or terrorism; and
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•
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U.S. government requirements for export.
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•
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limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;
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•
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make it more difficult for us to satisfy our obligations, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;
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•
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require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our operations or business and the industry in which we operate;
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•
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place us at a competitive disadvantage compared to our competitors that are less leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploring;
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•
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impact our rent expense on leased space, which could be significant;
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•
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increase our vulnerability to general adverse economic industry and competitive conditions;
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•
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restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies, or exploiting business opportunities;
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•
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cause us to make non-strategic divestitures;
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•
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limit, along with the financial and other restrictive covenants in the agreements governing our indebtedness, among other things, our ability to borrow additional funds or dispose of assets;
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•
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limit our ability to repurchase shares and pay cash dividends; and
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•
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expose us to the risk of increased interest rates, as certain of our borrowings are at variable rates of interest.
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•
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our operating and financial performance;
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•
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quarterly variations in the rate of growth (if any) of our financial indicators, such as net income per
|
•
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share, net income and revenues;
|
•
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the public reaction to our press releases, our other public announcements and our filings with the SEC;
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•
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strategic actions by our competitors;
|
•
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changes in operating performance and the stock market valuations of other companies;
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•
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announcements related to litigation;
|
•
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our failure to meet revenue or earnings estimates made by research analysts or other investors;
|
•
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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research
|
•
|
coverage, by equity research analysts;
|
•
|
speculation in the press or investment community;
|
•
|
sales of our common stock by us or our stockholders, or the perception that such sales may occur;
|
•
|
changes in accounting principles, policies, guidance, interpretations or standards;
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•
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additions or departures of key management personnel;
|
•
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actions by our stockholders;
|
•
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general market conditions;
|
•
|
domestic and international economic, legal and regulatory factors unrelated to our performance; and
|
•
|
the realization of any risks described under this “Risk Factors” section, or other risks that may materialize in the future.
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•
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a majority of the board of directors consist of independent directors;
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•
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the nominating and corporate governance committee be composed entirely of independent directors
|
•
|
with a written charter addressing the committee’s purpose and responsibilities;
|
•
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the compensation committee be composed entirely of independent directors with a written charter
|
•
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addressing the committee’s purpose and responsibilities; and
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•
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there be an annual performance evaluation of the nominating and corporate governance and compensation committees.
|
•
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having a classified board of directors;
|
•
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prohibiting cumulative voting in the election of directors;
|
•
|
empowering only the board to fill any vacancy on our board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise, and requiring that, until the first time the Apollo Group ceases to beneficially own at least 5% of our common stock, any vacancy resulting from the death, removal or resignation of a director nominated by Holdings pursuant to the Stockholders Agreement (see “Item 10. Directors, Executive Officers and Corporate Governance—Apollo Group Approval of Certain Matters and Rights to Nominate Certain Directors”) be filled by a nominee of Holdings;
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•
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authorizing “blank check” preferred stock, the terms and issuance of which can be determined by our board of directors without any need for action by stockholders;
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•
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authorizing stockholders to act by written consent or to call special meetings only until the first time the Apollo Group ceases to beneficially own at least 50% of the voting power of our outstanding stock;
|
•
|
requiring the approval of Holdings to approve certain business combinations and certain other significant matters until the first time the Apollo Group ceases to beneficially own at least 33 1/3% of our common stock; and
|
•
|
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
Location
|
Purpose
|
Square footage
|
Segment
|
308 Anthony Ave., Oklahoma City, OK. 73128
|
Administrative offices, manufacturing and warehousing
|
66,661
|
EGM, Table Products
|
5475 S. Decatur Blvd. #100, Las Vegas, NV. 89118
|
Corporate headquarters, manufacturing and warehousing
|
42,964
|
EGM, Table Products
|
Lago Tana No. 43, Warehouse 8 and 10, Colonia Huichapan, Mexico City, Mexico
|
Warehousing
|
21,528
|
EGM
|
Jaime Balmes No. 8, office no. 204, Colonia Los Morales Polanco, Mexico City, Mexico
|
Administrative offices
|
8,154
|
EGM
|
11201 Century Oaks Terrace, Austin, TX. 78758
|
Administrative offices
|
2,951
|
EGM
|
433 Airport Blvd. #323, Burlingame, CA. 94010
|
Administrative offices
|
1,960
|
Interactive
|
Kiryat Atidim Building 7 Tel Aviv, Israel
|
Research and development
|
1,884
|
Interactive
|
165 Ottley Drive, Atlanta, GA 30324
|
Research and development
|
17,604
|
EGM
|
2400 Commerce Ave, Duluth, GA 30096
|
Research and development
|
40,192
|
EGM
|
39 Delhi Road, Suite 1, Level 5, Triniti II,Sydney, Australia
|
Research and development
|
3,305
|
EGM
|
•
|
On February 8, 2017, we issued 75,769 options for our non-voting common stock to an employee pursuant to our 2014 Long-Term Incentive Plan.
|
•
|
On April 3, 2017, we issued 273,558 options for our non-voting common stock to certain employees pursuant to our 2014 Long-Term Incentive Plan.
|
•
|
On February 8, 2017, we issued 2,370 shares of our non-voting common stock to an employee for an aggregate purchase price of $25,000.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014
|
|
Period December 21, 2013 through
December 31, 2013
|
|
|
Period January 1, 2013 through December 20, 2013
|
||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
211,955
|
|
|
$
|
166,806
|
|
|
$
|
123,292
|
|
|
$
|
72,140
|
|
|
$
|
1,953
|
|
|
|
$
|
56,461
|
|
Income / (loss) from operations
|
14,502
|
|
|
(17,064
|
)
|
|
(29,439
|
)
|
|
(8,421
|
)
|
|
(7,623
|
)
|
|
|
(11,804
|
)
|
||||||
Net loss
|
(45,106
|
)
|
|
(81,374
|
)
|
|
(38,545
|
)
|
|
(28,376
|
)
|
|
(8,156
|
)
|
|
|
(42,176
|
)
|
||||||
Total comprehensive loss
|
(44,363
|
)
|
|
(84,109
|
)
|
|
(40,644
|
)
|
|
(28,087
|
)
|
|
(8,157
|
)
|
|
|
(42,144
|
)
|
||||||
Basic and diluted loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
(1.94
|
)
|
|
$
|
(3.51
|
)
|
|
$
|
(1.92
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.52
|
)
|
|
|
—
|
|
|
Diluted
|
$
|
(1.94
|
)
|
|
$
|
(3.51
|
)
|
|
$
|
(1.92
|
)
|
|
$
|
(1.83
|
)
|
|
$
|
(0.52
|
)
|
|
|
—
|
|
|
As of December 31,
|
|
|
|
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
697,242
|
|
|
$
|
634,092
|
|
|
$
|
711,147
|
|
|
$
|
256,152
|
|
|
$
|
253,828
|
|
Total liabilities
|
725,177
|
|
|
617,664
|
|
|
610,610
|
|
|
192,396
|
|
|
161,985
|
|
|||||
Total long-term obligations
(1)
|
681,457
|
|
|
584,635
|
|
|
580,661
|
|
|
166,057
|
|
|
153,444
|
|
|||||
Total stockholders’ equity/member’s deficit
|
(27,935
|
)
|
|
16,428
|
|
|
100,537
|
|
|
63,756
|
|
|
91,843
|
|
•
|
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 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.
|
•
|
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; and
|
•
|
fluctuations in the level of maintenance expense required on gaming equipment.
|
|
Year ended December 31,
|
|
$
|
|
%
|
||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||||
Gaming operations
|
$
|
170,252
|
|
|
$
|
154,857
|
|
|
15,395
|
|
|
9.9
|
%
|
Equipment sales
|
41,703
|
|
|
11,949
|
|
|
29,754
|
|
|
249.0
|
%
|
||
Total revenues
|
211,955
|
|
|
166,806
|
|
|
45,149
|
|
|
27.1
|
%
|
||
Operating expenses
|
|
|
|
|
|
|
|
||||||
Cost of gaming operations
|
31,742
|
|
|
26,736
|
|
|
5,006
|
|
|
18.7
|
%
|
||
Cost of equipment sales
|
19,847
|
|
|
6,237
|
|
|
13,610
|
|
|
218.2
|
%
|
||
Selling, general and administrative
|
44,015
|
|
|
46,108
|
|
|
(2,093
|
)
|
|
(4.5
|
)%
|
||
Research and development
|
25,715
|
|
|
21,346
|
|
|
4,369
|
|
|
20.5
|
%
|
||
Write downs and other charges
|
4,485
|
|
|
3,262
|
|
|
1,223
|
|
|
37.5
|
%
|
||
Depreciation and amortization
|
71,649
|
|
|
80,181
|
|
|
(8,532
|
)
|
|
(10.6
|
)%
|
||
Total operating expenses
|
197,453
|
|
|
183,870
|
|
|
13,583
|
|
|
7.4
|
%
|
||
Income / (loss) from operations
|
14,502
|
|
|
(17,064
|
)
|
|
31,566
|
|
|
185.0
|
%
|
||
Other expense (income)
|
|
|
|
|
|
|
|
||||||
Interest expense
|
55,511
|
|
|
59,963
|
|
|
(4,452
|
)
|
|
(7.4
|
)%
|
||
Interest income
|
(108
|
)
|
|
(57
|
)
|
|
(51
|
)
|
|
(89.5
|
)%
|
||
Loss on extinguishment and modification of debt
|
9,032
|
|
|
—
|
|
|
9,032
|
|
|
—
|
%
|
||
Other expense (income)
|
(2,938
|
)
|
|
7,404
|
|
|
(10,342
|
)
|
|
(139.7
|
)%
|
||
Loss before income taxes
|
(46,995
|
)
|
|
(84,374
|
)
|
|
37,379
|
|
|
44.3
|
%
|
||
Income tax benefit
|
1,889
|
|
|
3,000
|
|
|
(1,111
|
)
|
|
(37.0
|
)%
|
||
Net loss
|
$
|
(45,106
|
)
|
|
$
|
(81,374
|
)
|
|
36,268
|
|
|
44.6
|
%
|
|
Year ended December 31,
|
|
$
|
|
%
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
|
|
||||||
Gaming operations
|
$
|
154,857
|
|
|
$
|
117,013
|
|
|
37,844
|
|
|
32.3
|
%
|
Equipment sales
|
11,949
|
|
|
6,279
|
|
|
5,670
|
|
|
90.3
|
%
|
||
Total revenues
|
166,806
|
|
|
123,292
|
|
|
43,514
|
|
|
35.3
|
%
|
||
Operating expenses
|
|
|
|
|
|
|
|
||||||
Cost of gaming operations
|
26,736
|
|
|
23,291
|
|
|
3,445
|
|
|
14.8
|
%
|
||
Cost of equipment sales
|
6,237
|
|
|
1,548
|
|
|
4,689
|
|
|
302.9
|
%
|
||
Selling, general and administrative
|
46,108
|
|
|
40,088
|
|
|
6,020
|
|
|
15.0
|
%
|
||
Research and development
|
21,346
|
|
|
14,376
|
|
|
6,970
|
|
|
48.5
|
%
|
||
Write downs and other charges
|
3,262
|
|
|
11,766
|
|
|
(8,504
|
)
|
|
(72.3
|
)%
|
||
Depreciation and amortization
|
80,181
|
|
|
61,662
|
|
|
18,519
|
|
|
30.0
|
%
|
||
Total operating expenses
|
183,870
|
|
|
152,731
|
|
|
31,139
|
|
|
20.4
|
%
|
||
Loss from operations
|
(17,064
|
)
|
|
(29,439
|
)
|
|
12,375
|
|
|
42.0
|
%
|
||
Other expense (income)
|
|
|
|
|
|
|
|
||||||
Interest expense
|
59,963
|
|
|
41,642
|
|
|
18,321
|
|
|
44.0
|
%
|
||
Interest income
|
(57
|
)
|
|
(82
|
)
|
|
25
|
|
|
30.5
|
%
|
||
Other expense
|
7,404
|
|
|
3,635
|
|
|
3,769
|
|
|
103.7
|
%
|
||
Loss before income taxes
|
(84,374
|
)
|
|
(74,634
|
)
|
|
(9,740
|
)
|
|
(13.1
|
)%
|
||
Income tax benefit
|
3,000
|
|
|
36,089
|
|
|
(33,089
|
)
|
|
(91.7
|
)%
|
||
Net loss
|
$
|
(81,374
|
)
|
|
$
|
(38,545
|
)
|
|
(42,829
|
)
|
|
(111.1
|
)%
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
EGM
|
|
Table Products
|
|
Interactive
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Gaming operations
|
$
|
158,335
|
|
|
$
|
3,958
|
|
|
$
|
7,959
|
|
|
$
|
170,252
|
|
Equipment sales
|
41,596
|
|
|
107
|
|
|
—
|
|
|
41,703
|
|
||||
Total revenues
|
199,931
|
|
|
4,065
|
|
|
7,959
|
|
|
211,955
|
|
||||
Cost of gaming operations
(1)
|
28,103
|
|
|
1,283
|
|
|
2,356
|
|
|
31,742
|
|
||||
Cost of equipment sales
(1)
|
19,839
|
|
|
8
|
|
|
—
|
|
|
19,847
|
|
||||
Selling, general and administrative
|
38,224
|
|
|
1,434
|
|
|
4,357
|
|
|
44,015
|
|
||||
Research and development
|
22,446
|
|
|
1,787
|
|
|
1,482
|
|
|
25,715
|
|
||||
Write downs and other charges
|
4,485
|
|
|
—
|
|
|
—
|
|
|
4,485
|
|
||||
Depreciation and amortization
|
69,151
|
|
|
1,663
|
|
|
835
|
|
|
71,649
|
|
||||
Total operating expenses
|
182,248
|
|
|
6,175
|
|
|
9,030
|
|
|
197,453
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Write downs and other
|
|
|
|
|
|
|
|
||||||||
Loss on disposal of long lived assets
|
3,901
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Impairment of long lived assets
|
1,214
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Fair value adjustments to contingent consideration and other items
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Depreciation and amortization
|
69,151
|
|
|
1,663
|
|
|
835
|
|
|
|
|||||
Accretion of placement fees
(2)
|
4,680
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Acquisitions & integration related costs including restructuring & severance
(3)
|
2,989
|
|
|
164
|
|
|
(217
|
)
|
|
|
|||||
Legal & litigation expenses including settlement payments
(4)
|
949
|
|
|
(426
|
)
|
|
—
|
|
|
|
|||||
New jurisdictions and regulatory licensing costs
(5)
|
2,050
|
|
|
12
|
|
|
—
|
|
|
|
|||||
Non-cash charge on capitalized installation and delivery
(6)
|
1,912
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Non-cash charges and loss on disposition of assets
(7)
|
1,202
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Other adjustments
(8)
|
2,684
|
|
|
169
|
|
|
37
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
107,785
|
|
|
$
|
(528
|
)
|
|
$
|
(416
|
)
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
EGM
|
|
Table Products
|
|
Interactive
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Gaming operations
|
$
|
144,510
|
|
|
$
|
2,622
|
|
|
$
|
7,725
|
|
|
$
|
154,857
|
|
Equipment sales
|
11,897
|
|
|
52
|
|
|
—
|
|
|
11,949
|
|
||||
Total revenues
|
156,407
|
|
|
2,674
|
|
|
7,725
|
|
|
166,806
|
|
||||
Cost of gaming operations
(1)
|
23,195
|
|
|
1,277
|
|
|
2,264
|
|
|
26,736
|
|
||||
Cost of equipment sales
(1)
|
6,237
|
|
|
—
|
|
|
—
|
|
|
6,237
|
|
||||
Selling, general and administrative
|
34,901
|
|
|
2,942
|
|
|
8,265
|
|
|
46,108
|
|
||||
Research and development
|
17,951
|
|
|
1,722
|
|
|
1,673
|
|
|
21,346
|
|
||||
Write downs and other charges
|
3,271
|
|
|
—
|
|
|
(9
|
)
|
|
3,262
|
|
||||
Depreciation and amortization
|
77,232
|
|
|
1,657
|
|
|
1,292
|
|
|
80,181
|
|
||||
Total operating expenses
|
162,787
|
|
|
7,598
|
|
|
13,485
|
|
|
183,870
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Write downs and other
|
|
|
|
|
|
|
|
||||||||
Loss on disposal of long lived assets
|
978
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Impairment of long lived assets
|
5,295
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Fair value adjustments to contingent consideration and other items
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||
Acquisition costs
|
(2
|
)
|
|
—
|
|
|
(9
|
)
|
|
|
|||||
Depreciation and amortization
|
77,232
|
|
|
1,657
|
|
|
1,292
|
|
|
|
|||||
Accretion of placement fees
|
4,702
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Acquisitions & integration related costs including restructuring & severance
(2)
|
5,107
|
|
|
554
|
|
|
(250
|
)
|
|
|
|||||
Legal & litigation expenses including settlement payments
(3)
|
545
|
|
|
1,020
|
|
|
—
|
|
|
|
|||||
New jurisdictions and regulatory licensing costs
(4)
|
1,285
|
|
|
30
|
|
|
—
|
|
|
|
|||||
Non-cash charge on capitalized installation and delivery
(5)
|
1,680
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Non-cash charges and loss on disposition of assets
(6)
|
2,478
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Other adjustments
(7)
|
1,809
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
91,729
|
|
|
$
|
(1,663
|
)
|
|
$
|
(4,727
|
)
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
EGM
|
|
Table Products
|
|
Interactive
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Gaming operations
|
$
|
113,496
|
|
|
$
|
1,514
|
|
|
$
|
2,003
|
|
|
$
|
117,013
|
|
Equipment sales
|
6,121
|
|
|
158
|
|
|
—
|
|
|
6,279
|
|
||||
Total revenues
|
119,617
|
|
|
1,672
|
|
|
2,003
|
|
|
123,292
|
|
||||
Cost of gaming operations
(1)
|
21,872
|
|
|
803
|
|
|
616
|
|
|
23,291
|
|
||||
Cost of equipment sales
(1)
|
1,548
|
|
|
—
|
|
|
—
|
|
|
1,548
|
|
||||
Selling, general and administrative
|
33,885
|
|
|
3,182
|
|
|
3,021
|
|
|
40,088
|
|
||||
Research and development
|
13,040
|
|
|
524
|
|
|
812
|
|
|
14,376
|
|
||||
Write downs and other charges
|
14,882
|
|
|
—
|
|
|
(3,116
|
)
|
|
11,766
|
|
||||
Depreciation and amortization
|
59,899
|
|
|
770
|
|
|
993
|
|
|
61,662
|
|
||||
Total operating expenses
|
145,126
|
|
|
5,279
|
|
|
2,326
|
|
|
152,731
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Write downs and other
|
|
|
|
|
|
|
|
||||||||
Loss on disposal of long lived assets
|
1,275
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Impairment of long lived assets
|
4,993
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Fair value adjustments to contingent consideration and other items
|
2,814
|
|
|
—
|
|
|
(5,481
|
)
|
|
|
|||||
Acquisition costs
|
5,800
|
|
|
—
|
|
|
2,365
|
|
|
|
|||||
Depreciation and amortization
|
59,899
|
|
|
770
|
|
|
993
|
|
|
|
|||||
Accretion of placement fees
(2)
|
496
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Non-cash stock compensation expense
(3)
|
4,911
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Acquisitions & integration related costs including restructuring & severance
(4)
|
7,818
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Legal & litigation expenses including settlement payments
(5)
|
481
|
|
|
1,435
|
|
|
—
|
|
|
|
|||||
Reorganization of property tax matters
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
New jurisdictions and regulatory licensing costs
(6)
|
256
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Non-cash charge on capitalized installation and delivery
(7)
|
1,441
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Non-cash charges and loss on disposition of assets
(8)
|
234
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Contract cancellation fee
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Other adjustments
(9)
|
1,358
|
|
|
—
|
|
|
(72
|
)
|
|
|
|||||
Adjusted EBITDA
|
$
|
66,267
|
|
|
$
|
(1,402
|
)
|
|
$
|
(2,518
|
)
|
|
|
|
Year ended December 31,
|
|
$
|
|
%
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||||
EGM Segment Revenue:
|
|
|
|
|
|
|
|
||||||||
Gaming operations
|
$
|
158,335
|
|
|
$
|
144,510
|
|
|
$
|
13,825
|
|
|
9.6
|
%
|
|
Equipment sales
|
41,596
|
|
|
11,897
|
|
|
29,699
|
|
1
|
|
249.6
|
%
|
|||
Total EGM revenues
|
$
|
199,931
|
|
|
$
|
156,407
|
|
|
$
|
43,524
|
|
2
|
|
27.8
|
%
|
|
|
|
|
|
|
|
|
||||||||
EGM adjusted EBITDA
|
$
|
107,785
|
|
|
$
|
91,729
|
|
|
$
|
16,056
|
|
|
17.5
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
EGM unit information:
|
|
|
|
|
|
|
|
||||||||
Domestic installed base, end of period
|
16,078
|
|
|
13,953
|
|
|
2,125
|
|
|
15.2
|
%
|
||||
International installed base, end of period
|
7,727
|
|
|
6,898
|
|
|
829
|
|
|
12.0
|
%
|
||||
Total installed base, end of period
|
23,805
|
|
|
20,851
|
|
|
2,954
|
|
|
14.2
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Domestic revenue per day
|
$
|
25.77
|
|
|
$
|
24.74
|
|
|
$
|
1.03
|
|
|
4.2
|
%
|
|
International revenue per day
|
$
|
8.31
|
|
|
$
|
9.23
|
|
|
$
|
(0.92
|
)
|
|
(10.0
|
)%
|
|
Total revenue per day
|
$
|
19.88
|
|
|
$
|
19.78
|
|
|
$
|
0.10
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
EGM units sold
(1)
|
2,565
|
|
|
465
|
|
|
2,100
|
|
|
451.6
|
%
|
||||
Average sales price
(1)
|
$
|
16,329
|
|
|
$
|
14,897
|
|
|
$
|
1,432
|
|
|
9.6
|
%
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
EGM Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Gaming operations
|
$
|
144,510
|
|
|
$
|
113,496
|
|
|
$
|
31,014
|
|
|
27.3
|
%
|
Equipment sales
|
11,897
|
|
|
6,121
|
|
|
5,776
|
|
|
94.4
|
%
|
|||
Total EGM revenues
|
$
|
156,407
|
|
|
$
|
119,617
|
|
|
$
|
36,790
|
|
|
30.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
EGM adjusted EBITDA
|
$
|
91,729
|
|
|
$
|
66,267
|
|
|
$
|
25,462
|
|
|
38.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
EGM unit information:
|
|
|
|
|
|
|
|
|||||||
Domestic installed base, end of period
|
13,953
|
|
|
13,139
|
|
|
814
|
|
|
6.2
|
%
|
|||
International installed base, end of period
|
6,898
|
|
|
6,112
|
|
|
786
|
|
|
12.9
|
%
|
|||
Total installed base, end of period
|
20,851
|
|
|
19,251
|
|
|
1,600
|
|
|
8.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Domestic revenue per day
|
$
|
24.74
|
|
|
$
|
24.33
|
|
|
$
|
0.41
|
|
|
1.7
|
%
|
International revenue per day
|
$
|
9.23
|
|
|
$
|
9.83
|
|
|
$
|
(0.60
|
)
|
|
(6.1
|
)%
|
Total revenue per day
|
$
|
19.78
|
|
|
$
|
20.93
|
|
|
$
|
(1.15
|
)
|
|
(5.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
EGM units sold
(1)
|
465
|
|
|
203
|
|
|
262
|
|
|
129.1
|
%
|
|||
Average sales price
(1)
|
$
|
14,897
|
|
|
$
|
16,498
|
|
|
$
|
(1,601
|
)
|
|
(9.7
|
)%
|
|
Year ended December 31,
|
|
$
|
|
%
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
||||||||
Table Products Segment Revenue:
|
|
|
|
|
|
|
|
||||||||
Gaming operations
|
$
|
3,958
|
|
|
$
|
2,622
|
|
|
$
|
1,336
|
|
|
51.0
|
%
|
|
Equipment sales
|
107
|
|
|
52
|
|
|
55
|
|
1
|
|
105.8
|
%
|
|||
Total Table Products revenues
|
$
|
4,065
|
|
|
$
|
2,674
|
|
|
$
|
1,391
|
|
2
|
|
52.0
|
%
|
|
|
|
|
|
|
|
|
||||||||
Table Products adjusted EBITDA
|
$
|
(528
|
)
|
|
$
|
(1,663
|
)
|
|
$
|
1,135
|
|
|
68.3
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Table Products unit information:
|
|
|
|
|
|
|
|
||||||||
Table products installed base, end of period
|
2,400
|
|
|
1,500
|
|
|
900
|
|
|
60.0
|
%
|
||||
Average monthly lease price
|
$
|
171
|
|
|
$
|
194
|
|
|
$
|
(23
|
)
|
|
(11.9
|
)%
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
Table Products Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Gaming operations
|
$
|
2,622
|
|
|
$
|
1,514
|
|
|
$
|
1,108
|
|
|
73.2
|
%
|
Equipment sales
|
52
|
|
|
158
|
|
|
(106
|
)
|
|
(67.1
|
)%
|
|||
Total Table Products revenues
|
$
|
2,674
|
|
|
$
|
1,672
|
|
|
$
|
1,002
|
|
|
59.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
Table Products adjusted EBITDA
|
$
|
(1,663
|
)
|
|
$
|
(1,402
|
)
|
|
$
|
(261
|
)
|
|
(18.6
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Table Products unit information:
|
|
|
|
|
|
|
|
|||||||
Table products installed base, end of period
|
1,500
|
|
|
815
|
|
|
685
|
|
|
84.0
|
%
|
|||
Average monthly lease price
|
$
|
194
|
|
|
$
|
171
|
|
|
$
|
23
|
|
|
13.5
|
%
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Interactive Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Gaming operations
|
$
|
7,959
|
|
|
$
|
7,725
|
|
|
$
|
234
|
|
|
3.0
|
%
|
Total Interactive revenues
|
$
|
7,959
|
|
|
$
|
7,725
|
|
|
$
|
234
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
Interactive adjusted EBITDA
|
$
|
(416
|
)
|
|
$
|
(4,727
|
)
|
|
$
|
4,311
|
|
|
91.2
|
%
|
|
|
|
|
|
|
|
|
|||||||
Interactive unit information:
|
|
|
|
|
|
|
|
|||||||
Average MAU
(1)
|
192,835
|
|
|
209,840
|
|
|
(17,005
|
)
|
|
(8.1
|
)%
|
|||
Average DAU
(2)
|
37,542
|
|
|
41,478
|
|
|
(3,936
|
)
|
|
(9.5
|
)%
|
|||
ARPDAU
(3)
|
$
|
0.57
|
|
|
$
|
0.48
|
|
|
$
|
0.09
|
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
Interactive Segment Revenue:
|
|
|
|
|
|
|
|
|||||||
Gaming operations
|
$
|
7,725
|
|
|
$
|
2,003
|
|
|
$
|
5,722
|
|
|
285.7
|
%
|
Total Interactive revenues
|
$
|
7,725
|
|
|
$
|
2,003
|
|
|
$
|
5,722
|
|
|
285.7
|
%
|
|
|
|
|
|
|
|
|
|||||||
Interactive adjusted EBITDA
|
$
|
(4,727
|
)
|
|
$
|
(2,518
|
)
|
|
$
|
(2,209
|
)
|
|
(87.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Interactive unit information:
|
|
|
|
|
|
|
|
|||||||
Average MAU
(1)
|
209,840
|
|
|
158,376
|
|
|
51,464
|
|
|
32.5
|
%
|
|||
Average DAU
(2)
|
41,478
|
|
|
29,768
|
|
|
11,710
|
|
|
39.3
|
%
|
|||
ARPDAU
(3)
|
$
|
0.48
|
|
|
$
|
0.35
|
|
|
$
|
0.13
|
|
|
37.1
|
%
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Net Income
|
$
|
(45,106
|
)
|
|
$
|
(81,374
|
)
|
|
$
|
36,268
|
|
|
(44.6
|
)%
|
Income tax (benefit)
|
(1,889
|
)
|
|
(3,000
|
)
|
|
1,111
|
|
|
(37.0
|
)%
|
|||
Depreciation and amortization
|
71,649
|
|
|
80,181
|
|
|
(8,532
|
)
|
|
(10.6
|
)%
|
|||
Other (income) expense
|
(2,938
|
)
|
|
7,404
|
|
|
(10,342
|
)
|
|
(139.7
|
)%
|
|||
Interest income
|
(108
|
)
|
|
(57
|
)
|
|
(51
|
)
|
|
89.5
|
%
|
|||
Interest expense
|
55,511
|
|
|
59,963
|
|
|
(4,452
|
)
|
|
(7.4
|
)%
|
|||
Write downs and other
|
4,485
|
|
|
3,262
|
|
|
1,223
|
|
|
37.5
|
%
|
|||
Loss on extinguishment and modification of debt
|
9,032
|
|
|
—
|
|
|
9,032
|
|
|
100.0
|
%
|
|||
Other adjustments
|
2,890
|
|
|
1,809
|
|
|
1,081
|
|
|
59.8
|
%
|
|||
Other non-cash charges
|
7,794
|
|
|
8,860
|
|
|
(1,066
|
)
|
|
(12.0
|
)%
|
|||
New jurisdiction and reg licensing costs
|
2,062
|
|
|
1,315
|
|
|
747
|
|
|
56.8
|
%
|
|||
Legal & litigation expenses incl sett pay
|
523
|
|
|
1,565
|
|
|
(1,042
|
)
|
|
(66.6
|
)%
|
|||
Acquisition & integration related costs
|
2,936
|
|
|
5,411
|
|
|
(2,475
|
)
|
|
(45.7
|
)%
|
|||
Adjusted EBITDA
|
$
|
106,841
|
|
|
$
|
85,339
|
|
|
$
|
21,502
|
|
|
25.2
|
%
|
|
Year ended December 31,
|
|
$
|
|
%
|
|||||||||
|
2016
|
|
2015
|
|
Change
|
|
Change
|
|||||||
Net Income
|
$
|
(81,374
|
)
|
|
$
|
(38,545
|
)
|
|
$
|
(42,829
|
)
|
|
111.1
|
%
|
Income tax (benefit)
|
(3,000
|
)
|
|
(36,089
|
)
|
|
$
|
33,089
|
|
|
(91.7
|
)%
|
||
Depreciation and amortization
|
80,181
|
|
|
61,662
|
|
|
$
|
18,519
|
|
|
30.0
|
%
|
||
Other (income) expense
|
7,404
|
|
|
3,635
|
|
|
$
|
3,769
|
|
|
103.7
|
%
|
||
Interest income
|
(57
|
)
|
|
(82
|
)
|
|
$
|
25
|
|
|
(30.5
|
)%
|
||
Interest expense
|
59,963
|
|
|
41,642
|
|
|
$
|
18,321
|
|
|
44.0
|
%
|
||
Write downs and other
|
3,262
|
|
|
11,766
|
|
|
$
|
(8,504
|
)
|
|
(72.3
|
)%
|
||
Other adjustments
|
1,809
|
|
|
1,286
|
|
|
$
|
523
|
|
|
40.7
|
%
|
||
Other non-cash charges
|
8,860
|
|
|
7,082
|
|
|
$
|
1,778
|
|
|
25.1
|
%
|
||
New jurisdiction and reg licensing costs
|
1,315
|
|
|
256
|
|
|
$
|
1,059
|
|
|
413.7
|
%
|
||
Legal & litigation expenses incl sett pay
|
1,565
|
|
|
1,916
|
|
|
$
|
(351
|
)
|
|
(18.3
|
)%
|
||
Acquisition & integration related costs
|
5,411
|
|
|
7,818
|
|
|
$
|
(2,407
|
)
|
|
(30.8
|
)%
|
||
Adjusted EBITDA
|
$
|
85,339
|
|
|
$
|
62,347
|
|
|
$
|
22,992
|
|
|
36.9
|
%
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flow Information:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
44,008
|
|
|
$
|
34,493
|
|
|
$
|
9,403
|
|
Net cash used in investing activities
|
(120,811
|
)
|
|
(40,629
|
)
|
|
(401,850
|
)
|
|||
Net cash (used in) provided by financing activities
|
78,054
|
|
|
(11,603
|
)
|
|
417,547
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
14
|
|
|
(6
|
)
|
|
(58
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
1,265
|
|
|
$
|
(17,745
|
)
|
|
$
|
25,042
|
|
•
|
It requires assumptions to be made that were uncertain at the time the estimate was made, and
|
•
|
Changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operation or financial condition.
|
•
|
Trade and brand names
- intangible assets related to business and corporate trade names that were purchased in business acquisitions as well as the brand names of product franchise titles. This category includes both definite- and indefinite-lived intangible assets.
|
•
|
Customer relationships
– intangible assets that represent primarily the value that has been assigned to customer relationships as a result of business acquisitions.
|
•
|
Contract rights under development and placement fees
- intangible assets that relate to our purchase of the right to secure floor space from our customers under lease agreements for our gaming machines and to a lesser extent we record intangible assets from the discounts on development notes receivable loans that have been extended to customers at interest rates that are deemed below market in exchange for a fixed number of gaming terminal placements in the customer’s facility.
|
•
|
Gaming software and technology platforms
– these intangible assets represent software development costs that are capitalized once technological feasibility has been established and are amortized when the software is placed into service. 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. This category also includes the game content libraries and technology platforms that were purchased as part of business acquisitions.
|
•
|
Intellectual property
– these intangible assets represent the platform and titles acquired through business acquisitions and standalone purchases of patents and related technology.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less
than
1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than
5 years
|
||||||||||
Long term debt
|
$
|
667,968
|
|
|
$
|
7,359
|
|
|
$
|
10,853
|
|
|
$
|
10,303
|
|
|
$
|
639,453
|
|
Interest payments
|
426,284
|
|
|
36,175
|
|
|
70,128
|
|
|
68,227
|
|
|
251,754
|
|
|||||
Operating leases
|
14,172
|
|
|
1,828
|
|
|
4,090
|
|
|
2,805
|
|
|
5,449
|
|
|||||
Other
(1)
|
12,545
|
|
|
4,906
|
|
|
3,403
|
|
|
1,698
|
|
|
2,538
|
|
|||||
Total
|
$
|
1,120,969
|
|
|
$
|
50,268
|
|
|
$
|
88,474
|
|
|
$
|
83,033
|
|
|
$
|
899,194
|
|
Name
|
|
Age
|
|
Position
|
David Lopez
|
44
|
|
Chief Executive Officer
|
|
Kimo Akiona
|
44
|
|
Chief Financial Officer
|
|
Victor Gallo
|
51
|
|
General Counsel, Secretary and Compliance Officer
|
|
Sigmund Lee
|
46
|
|
Chief Technology Officer
|
Name
|
Age
|
|
Position
|
David Lopez
|
44
|
|
Chief Executive Officer, President and Director
|
Kimo Akiona
|
44
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer
|
Victor Gallo
|
51
|
|
General Counsel, Secretary and Compliance Officer
|
Sigmund Lee
|
46
|
|
Chief Technology Officer
|
David Sambur
|
37
|
|
Director and Chairman
|
Daniel Cohen
|
30
|
|
Director
|
Eric Press
|
51
|
|
Director
|
Yvette E. Landau
|
60
|
|
Director
|
Adam Chibib
|
51
|
|
Director
|
•
|
Daniel Cohen and Yvette Landau are Class I directors, whose initial terms expire at the fiscal 2018 annual meeting of stockholders;
|
•
|
Eric Press and Adam Chibib are Class II directors, whose initial terms expire at the fiscal 2019 annual meeting of stockholders; and
|
•
|
David Sambur and David Lopez are Class III directors, whose initial terms expire at the fiscal 2020 annual meeting of stockholders.
|
•
|
Under our amended and restated articles of incorporation:
|
◦
|
To the fullest extent permitted by law, prior to the time when the Apollo Group no longer beneficially owns at least 25% of the total voting power of our outstanding shares entitled to vote generally in the election of directors, the approval by both a majority of the directors then in office and a majority of the directors nominated by Holdings pursuant to the Stockholders Agreement will be required for any amendment, modification or repeal of any provision of our amended and restated articles of incorporation;
|
◦
|
To the fullest extent permitted by the NRS, prior to the time when the Apollo Group first ceases to beneficially own at least 25% of the voting power of our outstanding shares entitled to vote generally in the election of directors, the approval of both a majority of the directors then in office and a majority of the directors nominated by Apollo pursuant to the Stockholders Agreement will be required for any amendment, modification or repeal of any provision of our amended and restated bylaws adopted by our board of directors;
|
◦
|
Prior to the first date on which the Apollo Group ceases to beneficially own at least 50% of the voting power of our issued and outstanding shares of stock, any amendment, modification or repeal of any provision of our amended and restated bylaws may be adopted by the affirmative vote of holders of a majority of the voting power of our outstanding shares of stock entitled to vote on the matter. Once the Apollo Group no longer beneficially owns at least 50% of the voting power of our issued and outstanding shares of stock, the affirmative vote of holders of at least two-thirds of the voting power of our outstanding shares of stock entitled to vote on the matter will be necessary for stockholders to adopt any amendment, modification or repeal of any provision of our amended and restated bylaws;
|
•
|
Under the Stockholders Agreement, the prior approval of Holdings is necessary for us to take any of the following actions:
|
◦
|
a change in size of the board of directors.
|
◦
|
the incurrence of indebtedness, in a single transaction or a series of related transactions, by us or any of our subsidiaries aggregating more than $10 million, except for (i) debt that has previously been approved or is in existence on the date of closing the initial public offering or any refinancing thereof up to the same maximum principal amount of such debt outstanding as of the date hereof, (ii) capital leases contemplated by an annual budget approved by the board of directors;
|
◦
|
the issuance of additional shares of any class of our capital stock (other than any award under any stockholder approved equity compensation plan);
|
◦
|
a redemption, repurchase or other acquisition by us of our capital stock (other than any redemption, repurchase or acquisition under any stockholder approved equity compensation plan);
|
◦
|
consummation of any material acquisition of the stock or assets of any other entity (other than any of our subsidiaries), in a single transaction or a series of related transactions;
|
◦
|
a material disposition, in a single transaction or a series of related transactions, of any of our or our subsidiaries’ assets, other than the sale of inventory or products in the ordinary course of business;
|
◦
|
fundamental changes to the nature of our business, including our entry into new and unrelated lines of business or cessation of a material portion of our business;
|
◦
|
the adoption, approval or issuance of any poison pill or stockholder rights plan;
|
◦
|
payment or declaration of any dividend or distribution on any of our capital stock other than dividends or distributions required to be made pursuant to the terms of any of our outstanding preferred stock;
|
◦
|
a termination of the chief executive officer or designation of a new chief executive officer;
|
◦
|
a consolidation or merger of us with or into any other entity, or transfer (by lease, assignment, sale or otherwise) of all or substantially all of our and our subsidiaries’ assets, taken as a whole, to another entity, or a “Change of Control” as defined in our Stockholders Agreement; and
|
◦
|
any entry by us or our subsidiaries into voluntary liquidation or bankruptcy.
|
•
|
to prepare the annual Audit Committee report to be included in our annual proxy statement;
|
•
|
to oversee and monitor our financial reporting process;
|
•
|
to oversee and monitor the integrity of our financial statements and internal control system;
|
•
|
to oversee and monitor the independence, retention, performance and compensation of our independent auditor;
|
•
|
to oversee and monitor the performance, appointment and retention of our senior internal audit staff person;
|
•
|
to discuss, oversee and monitor policies with respect to risk assessment and risk management;
|
•
|
to oversee and monitor our compliance with legal and regulatory matters; and
|
•
|
to provide regular reports to the board.
|
•
|
to review, evaluate and make recommendations to the full board of directors regarding our compensation policies and programs;
|
•
|
to review and approve the compensation of our chief executive officer, other officers and key employees, including all material benefits, option or stock award grants and perquisites and all material employment agreements, confidentiality and non-competition agreements;
|
•
|
to review and recommend to the board of directors a succession plan for the chief executive officer and development plans for other key corporate positions as shall be deemed necessary from time to time;
|
•
|
to review and make recommendations to the board of directors with respect to our incentive compensation plans and equity-based compensation plans;
|
•
|
to administer incentive compensation and equity-related plans;
|
•
|
to review and make recommendations to the board of directors with respect to the financial and other performance targets that must be met;
|
•
|
to set and review the compensation of members of the board of directors; and
|
•
|
to prepare an annual Compensation Committee report and take such other actions as are necessary and consistent with the governing law and our organizational documents.
|
•
|
to identify candidates qualified to become directors of the Company, consistent with criteria approved by our board of directors;
|
•
|
to recommend to our board of directors nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the other committees of the board;
|
•
|
to recommend to our board of directors candidates to fill vacancies and newly created directorships on the board of directors;
|
•
|
to identify best practices and recommend corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance;
|
•
|
to develop and recommend to our board of directors guidelines setting forth corporate governance principles applicable to the Company; and
|
•
|
to oversee the evaluation of our board of directors and senior management.
|
Name and Principal
Position |
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Option
Awards ($) (2) |
|
Non-Equity
Incentive Plan Compensation ($) (4) |
|
All Other
Compensation ($) (5) |
|
Total ($)
|
|||||||
David Lopez,
President, Chief Executive Officer and Secretary |
2017
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
656,086
|
|
|
11,245
|
|
|
$
|
1,167,331
|
|
2016
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
530,000
|
|
|
26
|
|
|
$
|
1,030,026
|
|
|
Sigmund Lee,
Chief Technology Officer |
2017
|
|
500,000
|
|
|
250,000
|
|
(1)
|
—
|
|
|
335,000
|
|
|
22,908
|
|
|
$
|
1,107,908
|
|
2016
|
|
493,077
|
|
|
750,000
|
|
(1)
|
453,000
|
|
(3)
|
265,000
|
|
|
17,684
|
|
|
$
|
1,978,761
|
|
|
Kimo Akiona,
Chief Financial Officer and Treasurer |
2017
|
|
280,290
|
|
|
—
|
|
|
—
|
|
|
186,637
|
|
|
4,329
|
|
|
$
|
471,256
|
|
2016
|
|
275,000
|
|
|
—
|
|
|
—
|
|
|
145,750
|
|
|
26
|
|
|
$
|
420,776
|
|
(1)
|
Represents a one-time cash bonuses of $500,000 in 2016, as well as annual bonuses of $250,000 in each of
|
(2)
|
Amounts represent the aggregate grant date fair value of the awards computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, see Item 15 “Exhibits and Financial Statement Schedules” Note 11 for further explanation.
|
(3)
|
Represents 77,716 options granted on January 18, 2016 to purchase common shares granted pursuant to the Company’s form option award agreement; provided, that these options are time-based only, and are eligible to vest in equal installments of 25% on each of the first four anniversaries of the date of the grant (i.e., January 18, 2017, January 18, 2018, January 18, 2019, and January 18, 2020), subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or as a result of death or disability, any time based options which would have vested on the next applicable vesting date shall become vested, and the remaining unvested time based options shall be forfeited. In addition, upon a Change in Control (as defined in the Company’s 2014 Long-Term Incentive Plan), subject to continued employment through the date of the Change in Control, all outstanding unvested time based options shall immediately vest.
|
(4)
|
Amounts represent annual incentive cash bonuses paid to employees. Employees are eligible to earn annual cash bonuses based on attainment of applicable adjusted EBITDA performance targets. Each bonus plan participant is assigned a bonus payment range expressed as a percentage of base salary. The amount of the cash bonus is then increased or decreased within the applicable range based on over- or under-performance with respect to the performance targets, subject to a minimum achievement level of 80% (85% for 2016) necessary to earn any bonus, a maximum achievement level of 120%, and a target achievement level of 100% (with interpolation of bonus payments between such levels).
|
(5)
|
Amounts represent the Company’s matching contributions under our 401(k) Plan and various fringe benefits.
|
|
Options
|
|
Stock Awards
|
|
|||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise or Base Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|
|||||||
David Lopez
(1)(2)
|
69,945
|
|
|
46,630
|
|
|
233,146
|
|
|
$
|
6.43
|
|
|
4/28/2024
|
|
31,086
|
|
(6)
|
528,462
|
|
(7)
|
46,629
|
|
|
—
|
|
|
—
|
|
|
$
|
6.43
|
|
|
4/28/2024
|
|
—
|
|
|
—
|
|
|
|
Sigmund Lee
(3)(4)
|
58,286
|
|
|
58,286
|
|
|
—
|
|
|
$
|
10.10
|
|
|
7/17/2025
|
|
—
|
|
|
—
|
|
|
19,429
|
|
|
58,287
|
|
|
—
|
|
|
$
|
10.92
|
|
|
1/182026
|
|
—
|
|
|
—
|
|
|
|
Kimo Akiona
(5)
|
10,102
|
|
|
15,153
|
|
|
50,514
|
|
|
$
|
9.42
|
|
|
3/11/2025
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents options granted on April 28, 2014 to purchase common shares granted pursuant to the Company’s form option award agreement. One third of the options are eligible to vest in equal installments of 20% on each of the first five anniversaries of the date of the grant, subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or as a result of death or disability, any such time based options which would have vested on the next applicable vesting date shall become vested, and the remaining unvested time based options shall be forfeited. In addition, upon a Change in Control (as defined in the Company’s 2014 Long-Term Incentive Plan), subject to continued employment through the date of the Change in Control, all outstanding unvested time based options shall immediately vest. The remaining two-thirds of the options are eligible to vest 50% based on achievement of an Investor IRR equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (as such terms are defined in the Company’s 2014 Long-Term Incentive Plan) and 50% based on achievement of an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment. In connection with the initial public offering, we have amended the terms of these options such that 50% are eligible to vest on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $19.11 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our initial public offering), and 50% are eligible to vest based on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $22.93 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our initial public offering). In the event of a termination of employment without cause or as a result of death or disability, any such performance based options which are outstanding and unvested will remain eligible to vest subject to achievement of such performance targets (without regard to the continued service requirement) until the first anniversary of the date of such termination
|
(2)
|
Represents options granted on April 28, 2014 to purchase common shares granted pursuant to the Company’s form option award agreement; provided, that this grant of options vested in full upon the date of grant.
|
(3)
|
Represents options granted on July 17, 2015 to purchase common shares granted pursuant to the Company’s form option award agreement; provided, that this grant of options is time-based only, and is eligible to vest in equal installments of 25% on each of the first four anniversaries of the date of the grant, subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or as a result of death or disability, any time based options which would have vested on the next applicable vesting date shall become vested, and the remaining unvested time based options shall be forfeited. In addition, upon a Change in Control (as defined in the Company’s 2014 Long-Term Incentive Plan), subject to continued employment through the date of the Change in Control, all outstanding unvested time based options shall immediately vest.
|
(4)
|
Represents options granted on January 18, 2016 to purchase common shares granted pursuant to the Company’s form option award agreement; provided, that this grant of options is time-based only, and is eligible to vest in equal installments of 25% on each of the first four anniversaries of the date of the grant, subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or as a result of death or disability, any time based options which would have vested on the next applicable vesting date shall become vested, and the remaining unvested time based options shall be forfeited. In addition, upon a Change in Control (as defined in the Company’s 2014 Long-Term Incentive Plan), subject to continued employment through the date of the Change in Control, all outstanding unvested time based options shall immediately vest.
|
(5)
|
Represents options granted on March 11, 2015 to purchase common shares granted pursuant to the Company’s form option award agreement. One third of the options are eligible to vest in equal installments of 20% on each of the first five anniversaries of the date of the grant, subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or as a result of death or disability, any such time based options which would have vested on the next applicable vesting date shall become vested, and the remaining unvested time based options shall be forfeited. In addition, upon a Change in Control (as defined in the Company’s 2014 Long-Term Incentive Plan), subject to continued employment through the date of the Change in Control, all outstanding unvested time based options shall immediately vest. The remaining two-thirds of the options are eligible to vest 50% based on achievement of an Investor IRR equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor Investment (as such terms are defined in the Company’s 2014 Long-Term Incentive Plan) and 50% based on achievement of an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor Investment. In connection with the initial public offering, we have amended the terms of these options such that 50% are eligible to vest on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $19.11 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our initial public offering), and 50% are eligible to vest based on the first day that the volume-weighted average price per share of our common stock for the prior 60 consecutive trading days exceeds $22.93 (provided that such 60-day period shall not commence earlier than the 181st day after the completion of our initial public offering). In the event of a termination of employment without cause or as a result of death or disability, any such performance based options which are outstanding and unvested will remain eligible to vest subject to achievement of such performance targets (without regard to the continued service requirement) until the first anniversary of the date of such termination.
|
(6)
|
Represents restricted common shares granted on April 28, 2014, which are eligible to vest in equal installments of 20% on each of the first five anniversaries of the date of the grant, subject to continued employment with the Company or its subsidiaries. In the event of a termination of employment without cause or for good reason, any shares which would have vested on the next applicable vesting date shall become vested, and the remaining unvested shares shall be forfeited.
|
(7)
|
For purposes of this table, the shares of common stock of the Company were valued using an estimated fair value on December 31, 2017 of $17.00
|
|
As of December 31, 2017
|
|
Total shares available pursuant to LTIP
|
2,253,735
|
|
Total issued shares
|
1,892,644
|
|
Total remaining shares to be issued.
|
361,091
|
|
|
|
|
|
Amounts Payable
|
|
||||
Name
|
|
Benefit
|
|
Termination Without Cause (or, for Mr. Lopez, With Good Reason); No Change in Control ($)
|
|
Termination Without Cause (or, for Mr. Lopez, With Good Reason); Upon Change in Control ($)
|
|
||
David Lopez,
President, Chief Executive Officer and Secretary
|
|
Cash Severance
(1)
|
|
1,000,000
|
|
|
1,000,000
|
|
|
|
Continued Benefits
(2)
|
|
18,156
|
|
|
18,156
|
|
|
|
|
Equity Acceleration
|
|
510,578
|
|
(5)
|
1,021,155
|
|
(8)
|
|
Sigmund Lee,
Chief Technology Officer
|
|
Cash Severance
(3)
|
|
500,000
|
|
|
500,000
|
|
|
|
Equity Acceleration
|
|
319,097
|
|
(6)
|
756,233
|
|
(9)
|
|
Kimo Akiona,
Chief Financial Officer, Chief Accounting Officer and Treasurer
|
|
Cash Severance
(4)
|
|
210,218
|
|
|
210,218
|
|
|
|
Equity Acceleration
|
|
38,295
|
|
(7)
|
114,885
|
|
(10)
|
(1)
|
Represents base salary continuation for 24 months.
|
(2)
|
Represents continued health benefits (at no greater cost than would apply if Mr. Lopez were an active employee) for 18 months post termination, or if earlier, until he commences employment with a subsequent employer. Calculated using projected 2018 health benefits cost.
|
(3)
|
Represents base salary continuation for 12 months.
|
(4)
|
Represents base salary continuation for 9 months.
|
(5)
|
Represents the value of Mr. Lopez’ time based stock options and restricted shares which would have vested on the next applicable vesting date.
|
(6)
|
Represents the value of Mr. Lee’s time based stock options, each of which would have vested on its next applicable vesting date.
|
(7)
|
Represents the value of Mr. Akiona’s time based stock options, each of which would have vested on its next applicable vesting date.
|
(8)
|
Represents the value of all of Mr. Lopez’ unvested time based stock options and restricted shares. No performance based stock options would accelerate.
|
(9)
|
Represents the value of all of Mr. Lee’s unvested time based stock options. No performance based stock options would accelerate.
|
(10)
|
Represents the value of all of Mr. Akiona’s unvested time based stock options. No performance based stock options would accelerate.
|
•
|
each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
|
Shares Beneficially Owned
|
|||
|
Number
|
Percent
|
||
5% Stockholders
|
|
|
||
Apollo Gaming Holdings, L.P
(1)
|
23,208,076
|
|
65%
|
|
AP Gaming VoteCo, LLC
(1)(2)
|
23,208,076
|
|
65%
|
|
Named Executive Officers and Directors
|
|
|
||
David Lopez
(3)
|
233,147
|
|
1%
|
|
Kimo Akiona
(4)
|
31,896
|
|
*
|
|
David Sambur
(1)(2)
|
—
|
|
—
|
|
Victor Gallo
(5)
|
41,869
|
|
*
|
|
Sigmund Lee
(6)
|
97,144
|
|
*
|
|
Daniel Cohen
(2)
|
—
|
|
—
|
|
Eric Press
(2)
|
—
|
|
—
|
|
Adam Chibib
|
—
|
|
—
|
|
Yvette Landau
|
10,000
|
|
*
|
|
All current directors and executive officers as a group (9 persons)
|
414,056
|
|
1%
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
•
|
a change in size of the board of directors.
|
•
|
the incurrence of indebtedness, in a single transaction or a series of related transactions, by us or any of our subsidiaries aggregating more than $10 million, except for (i) debt that has previously been approved or is in existence on the date of closing this offering or any refinancing thereof up to the same maximum principal amount of such debt outstanding as of the date hereof, (ii) capital leases contemplated by an annual budget approved by the board of directors;
|
•
|
the issuance of additional shares of any class of our capital stock (other than any award under any stockholder approved equity compensation plan);
|
•
|
a redemption, repurchase or other acquisition by us of our capital stock (other than any redemption, repurchase or acquisition under any stockholder approved equity compensation plan);
|
•
|
consummation of any material acquisition of the stock or assets of any other entity (other than any of our subsidiaries), in a single transaction or a series of related transactions;
|
•
|
a material disposition, in a single transaction or a series of related transactions, of any of our or our subsidiaries’ assets, other than the sale of inventory or products in the ordinary course of business;
|
•
|
fundamental changes to the nature of our business, including our entry into new and unrelated lines of business or cessation of a material portion of our business;
|
•
|
the adoption, approval or issuance of any poison pill or stockholder rights plan;
|
•
|
payment or declaration of any dividend or distribution on any of our capital stock other than dividends or distributions required to be made pursuant to the terms of any of our outstanding preferred stock;
|
•
|
a termination of the chief executive officer or designation of a new chief executive officer;
|
•
|
a consolidation or merger of us with or into any other entity, or transfer (by lease, assignment, sale or otherwise) of all or substantially all of our and our subsidiaries’ assets, taken as a whole, to another entity, or a “Change of Control” as defined in our or our Stockholders Agreement; and
|
•
|
entry by us or our subsidiaries into voluntary liquidation or bankruptcy.
|
Category
|
2017
|
|
2016
|
||||
Audit fees
|
$
|
665,644
|
|
|
$
|
426,493
|
|
Audit related
|
535,652
|
|
|
—
|
|
||
Tax fees
|
604,784
|
|
|
334,659
|
|
||
All other fees
|
265,900
|
|
|
—
|
|
||
Total
|
$
|
2,071,980
|
|
|
$
|
761,152
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
16.1
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32
|
|
|
|
|
|
101.IN
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
PLAYAGS, INC.
|
||
|
|
|
|
|
|
Date:
|
March 14, 2018
|
|
By:
|
|
/s/ KIMO AKIONA
|
|
|
|
Name:
|
|
Kimo Akiona
|
|
|
|
Title:
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer,
(Principal Financial and Accounting Officer) |
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID LOPEZ
|
|
Chief Executive Officer, President and Director
(Principal Executive Officer) |
|
March 14, 2018
|
David Lopez
|
|
|
||
|
|
|
|
|
/s/ KIMO AKIONA
|
|
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial and Accounting Officer)
|
|
March 14, 2018
|
Kimo Akiona
|
|
|
||
|
|
|
|
|
/s/ DAVID SAMBUR
|
|
Director
|
|
March 14, 2018
|
David Sambur
|
|
|
||
|
|
|
|
|
/s/ DANIEL COHEN
|
|
Director
|
|
March 14, 2018
|
Daniel Cohen
|
|
|
||
|
|
|
|
|
/s/ ERIC PRESS
|
|
Director
|
|
March 14, 2018
|
Eric Press
|
|
|
||
|
|
|
|
|
/s/ YVETTE E. LANDAU
|
|
Director
|
|
March 14, 2018
|
Yvette E. Landau
|
|
|
||
|
|
|
|
|
/s/ ADAM CHIBIB
|
|
Director
|
|
March 14, 2018
|
Adam Chibib
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
19,242
|
|
|
$
|
17,977
|
|
Restricted cash
|
100
|
|
|
100
|
|
||
Accounts receivable, net of allowance of $1,462 and $1,972 respectively
|
32,776
|
|
|
24,035
|
|
||
Inventories
|
24,455
|
|
|
10,729
|
|
||
Prepaid expenses
|
2,675
|
|
|
2,609
|
|
||
Deposits and other
|
3,460
|
|
|
3,052
|
|
||
Total current assets
|
82,708
|
|
|
58,502
|
|
||
Property and equipment, net
|
77,982
|
|
|
67,926
|
|
||
Goodwill
|
278,337
|
|
|
251,024
|
|
||
Intangible assets
|
232,287
|
|
|
232,877
|
|
||
Deferred tax asset
|
1,115
|
|
|
9
|
|
||
Other assets
|
24,813
|
|
|
23,754
|
|
||
Total assets
|
$
|
697,242
|
|
|
$
|
634,092
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|||||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
11,407
|
|
|
$
|
8,790
|
|
Accrued liabilities
|
24,954
|
|
|
17,702
|
|
||
Current maturities of long-term debt
|
7,359
|
|
|
6,537
|
|
||
Total current liabilities
|
43,720
|
|
|
33,029
|
|
||
Long-term debt
|
644,158
|
|
|
547,238
|
|
||
Deferred tax liability - noncurrent
|
1,016
|
|
|
6,957
|
|
||
Other long-term liabilities
|
36,283
|
|
|
30,440
|
|
||
Total liabilities
|
725,177
|
|
|
617,664
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Preferred stock at $0.01 par value; 100,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock at $0.01 par value; 46,629,155 shares authorized; 23,208,076 Shares issued and outstanding at December 31, 2017 and 2016.
|
149
|
|
|
149
|
|
||
Additional paid-in capital
|
177,276
|
|
|
177,276
|
|
||
Accumulated deficit
|
(201,557
|
)
|
|
(156,451
|
)
|
||
Accumulated other comprehensive (loss) income
|
(3,803
|
)
|
|
(4,546
|
)
|
||
Total stockholders’ equity
|
(27,935
|
)
|
|
16,428
|
|
||
Total liabilities and stockholders’ equity
|
$
|
697,242
|
|
|
$
|
634,092
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Gaming operations
|
$
|
170,252
|
|
|
$
|
154,857
|
|
|
$
|
117,013
|
|
Equipment sales
|
41,703
|
|
|
11,949
|
|
|
6,279
|
|
|||
Total revenues
|
211,955
|
|
|
166,806
|
|
|
123,292
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Cost of gaming operations
(1)
|
31,742
|
|
|
26,736
|
|
|
23,291
|
|
|||
Cost of equipment sales
(1)
|
19,847
|
|
|
6,237
|
|
|
1,548
|
|
|||
Selling, general and administrative
|
44,015
|
|
|
46,108
|
|
|
40,088
|
|
|||
Research and development
|
25,715
|
|
|
21,346
|
|
|
14,376
|
|
|||
Write downs and other charges
|
4,485
|
|
|
3,262
|
|
|
11,766
|
|
|||
Depreciation and amortization
|
71,649
|
|
|
80,181
|
|
|
61,662
|
|
|||
Total operating expenses
|
197,453
|
|
|
183,870
|
|
|
152,731
|
|
|||
Income (loss) from operations
|
14,502
|
|
|
(17,064
|
)
|
|
(29,439
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
55,511
|
|
|
59,963
|
|
|
41,642
|
|
|||
Interest income
|
(108
|
)
|
|
(57
|
)
|
|
(82
|
)
|
|||
Loss on extinguishment and modification of debt
|
9,032
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income)
|
(2,938
|
)
|
|
7,404
|
|
|
3,635
|
|
|||
Loss before income taxes
|
(46,995
|
)
|
|
(84,374
|
)
|
|
(74,634
|
)
|
|||
Income tax benefit (expense)
|
1,889
|
|
|
3,000
|
|
|
36,089
|
|
|||
Net loss
|
(45,106
|
)
|
|
(81,374
|
)
|
|
(38,545
|
)
|
|||
Foreign currency translation adjustment
|
743
|
|
|
(2,735
|
)
|
|
(2,099
|
)
|
|||
Total comprehensive loss
|
$
|
(44,363
|
)
|
|
$
|
(84,109
|
)
|
|
$
|
(40,644
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted loss per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.94
|
)
|
|
$
|
(3.51
|
)
|
|
$
|
(1.92
|
)
|
Diluted
|
$
|
(1.94
|
)
|
|
$
|
(3.51
|
)
|
|
$
|
(1.92
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
23,208
|
|
|
23,208
|
|
|
20,079
|
|
|||
Diluted
|
23,208
|
|
|
23,208
|
|
|
20,079
|
|
|
PlayAGS, Inc.
|
|||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
|
Total Stockholders’ Equity
|
|||||||||
Balance at January 1, 2015
|
100
|
|
|
$
|
99,900
|
|
|
$
|
(36,532
|
)
|
|
$
|
288
|
|
|
$
|
63,756
|
|
Net loss
|
—
|
|
|
—
|
|
|
(38,545
|
)
|
|
—
|
|
|
(38,545
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,099
|
)
|
|
(2,099
|
)
|
||||
Issuance of common stock
|
49
|
|
|
77,376
|
|
|
—
|
|
|
—
|
|
|
77,425
|
|
||||
Balance at December 31, 2015
|
149
|
|
|
177,276
|
|
|
(75,077
|
)
|
|
(1,811
|
)
|
|
100,537
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
(81,374
|
)
|
|
—
|
|
|
(81,374
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
|
(2,735
|
)
|
||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
149
|
|
|
177,276
|
|
|
(156,451
|
)
|
|
(4,546
|
)
|
|
16,428
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
(45,106
|
)
|
|
—
|
|
|
(45,106
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
743
|
|
|
743
|
|
||||
Balance at December 31, 2017
|
149
|
|
|
$
|
177,276
|
|
|
$
|
(201,557
|
)
|
|
$
|
(3,803
|
)
|
|
$
|
(27,935
|
)
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(45,106
|
)
|
|
$
|
(81,374
|
)
|
|
$
|
(38,545
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
71,649
|
|
|
80,181
|
|
|
61,662
|
|
|||
Accretion of contract rights under development agreements and placement fees
|
4,680
|
|
|
4,702
|
|
|
496
|
|
|||
Amortization of deferred loan costs and discount
|
2,976
|
|
|
3,542
|
|
|
2,446
|
|
|||
Payment-in-kind interest capitalized
|
15,935
|
|
|
15,396
|
|
|
8,507
|
|
|||
Payment-in-kind interest payments
|
(2,698
|
)
|
|
—
|
|
|
—
|
|
|||
Write off of deferred loan cost and discount
|
3,294
|
|
|
—
|
|
|
—
|
|
|||
Provision (benefit) for bad debts
|
651
|
|
|
2,290
|
|
|
106
|
|
|||
Imputed interest income
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Loss on disposition of assets
|
3,901
|
|
|
1,149
|
|
|
1,439
|
|
|||
Impairment of assets
|
584
|
|
|
4,749
|
|
|
4,989
|
|
|||
Benefit of deferred income tax
|
(7,062
|
)
|
|
(7,998
|
)
|
|
(38,645
|
)
|
|||
Changes in assets and liabilities that relate to operations:
|
|
|
|
|
|
||||||
Accounts receivable
|
(8,348
|
)
|
|
(3,191
|
)
|
|
(342
|
)
|
|||
Inventories
|
(1,636
|
)
|
|
307
|
|
|
1,144
|
|
|||
Prepaid expenses
|
(599
|
)
|
|
2,021
|
|
|
(1,466
|
)
|
|||
Deposits and other
|
(374
|
)
|
|
(315
|
)
|
|
11,531
|
|
|||
Other assets, non-current
|
(2,290
|
)
|
|
467
|
|
|
869
|
|
|||
Accounts payable and accrued liabilities
|
8,451
|
|
|
12,567
|
|
|
(4,770
|
)
|
|||
Net cash provided by (used in) operating activities
|
44,008
|
|
|
34,493
|
|
|
9,403
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Business acquisitions, net of cash acquired
|
(63,850
|
)
|
|
—
|
|
|
(374,347
|
)
|
|||
Collection of notes receivable
|
—
|
|
|
—
|
|
|
323
|
|
|||
Purchase of intangible assets
|
(1,226
|
)
|
|
(1,311
|
)
|
|
(6,102
|
)
|
|||
Software development and other expenditures
|
(7,664
|
)
|
|
(6,526
|
)
|
|
(6,476
|
)
|
|||
Proceeds from disposition of assets
|
514
|
|
|
87
|
|
|
29
|
|
|||
Purchases of property and equipment
|
(48,585
|
)
|
|
(32,879
|
)
|
|
(15,277
|
)
|
|||
Net cash used in investing activities
|
(120,811
|
)
|
|
(40,629
|
)
|
|
(401,850
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Borrowings under the revolving facility
|
—
|
|
|
—
|
|
|
11,500
|
|
|||
Repayments under the revolving facility
|
—
|
|
|
—
|
|
|
(21,500
|
)
|
|||
Proceeds from issuance of first lien credit facilities
|
448,725
|
|
|
—
|
|
|
369,400
|
|
|||
Proceeds from incremental term loans
|
65,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of senior secured credit facilities
|
(410,655
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on first lien credit facilities
|
(2,413
|
)
|
|
(6,987
|
)
|
|
(4,743
|
)
|
|||
Deferred offering costs paid
|
(653
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of previous acquisition obligation
|
—
|
|
|
(1,125
|
)
|
|
(10,000
|
)
|
|||
Payment of license obligation
|
(128
|
)
|
|
|
|
|
|||||
Payment of financed placement fee obligations
|
(3,807
|
)
|
|
(3,516
|
)
|
|
—
|
|
|||
Repayment of seller notes
|
(12,401
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on equipment long term note payable and capital leases
|
(2,372
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of shares issued to management
|
—
|
|
|
(50
|
)
|
|
(1,277
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
77,425
|
|
|||
Proceeds from employees in advance of common stock issuance
|
25
|
|
|
75
|
|
|
579
|
|
|||
Payment of deferred loan costs
|
(3,267
|
)
|
|
—
|
|
|
(3,837
|
)
|
|||
Net cash provided by financing activities
|
78,054
|
|
|
(11,603
|
)
|
|
417,547
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
14
|
|
|
(6
|
)
|
|
(58
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
1,265
|
|
|
(17,745
|
)
|
|
25,042
|
|
|||
Cash and cash equivalents, beginning of period
|
17,977
|
|
|
35,722
|
|
|
10,680
|
|
|||
Cash and cash equivalents, end of period
|
$
|
19,242
|
|
|
$
|
17,977
|
|
|
$
|
35,722
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
35,890
|
|
|
$
|
40,060
|
|
|
$
|
30,203
|
|
Cash paid during the period for taxes
|
$
|
1,157
|
|
|
$
|
1,247
|
|
|
$
|
840
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Non-cash consideration given in business acquisitions
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
17,233
|
|
Financed placement fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,391
|
|
Financed purchase property and equipment
|
$
|
368
|
|
|
$
|
2,662
|
|
|
$
|
5,800
|
|
Financed purchase of intangible asset
|
$
|
4,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Pervasive evidence of an arrangement exists;
|
•
|
The sales price is fixed and determinable;
|
•
|
Delivery has occurred and services have been rendered; and
|
•
|
Collectability is reasonably assured.
|
|
Allowance for Accounts Receivables
Year ended December 31, 2017
|
||||||||||||||
|
Beginning
Balance
|
|
Charge-offs
|
|
Provision
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts
|
$
|
1,972
|
|
|
$
|
(1,161
|
)
|
|
$
|
651
|
|
|
$
|
1,462
|
|
|
Allowance for Accounts Receivables
Year ended December 31, 2016
|
||||||||||||||
|
Beginning
Balance
|
|
Charge-offs
|
|
Provision
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts
|
$
|
113
|
|
|
$
|
(431
|
)
|
|
$
|
2,290
|
|
|
$
|
1,972
|
|
|
Allowance for Accounts Receivables
Year ended December 31, 2015
|
||||||||||||||
|
Beginning
Balance
|
|
Charge-offs
|
|
Provision
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts
|
$
|
29
|
|
|
$
|
(22
|
)
|
|
$
|
106
|
|
|
$
|
113
|
|
Gaming equipment
|
3 to 6 years
|
Other property and equipment
|
3 to 6 years
|
•
|
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.
|
Inventories
|
$
|
354
|
|
Property and equipment
|
3,307
|
|
|
Goodwill
|
23,217
|
|
|
Intangible assets
|
30,290
|
|
|
Total Assets
|
57,168
|
|
|
Other long-term liabilities
|
318
|
|
|
Total purchase price
|
$
|
56,850
|
|
|
|
From December 6, 2017 through December 31, 2017
|
||
Revenue
|
|
$
|
1,139
|
|
Net income
|
|
$
|
203
|
|
Contractual cash purchase price adjusted for working capital
|
|
$
|
369,760
|
|
Seller note
|
|
12,000
|
|
|
Contingent receivable
|
|
(1,300
|
)
|
|
Total consideration
|
|
$
|
380,460
|
|
|
|
At May 29, 2015
|
||
Currents assets
(1)
|
|
$
|
34,871
|
|
Property and equipment
|
|
29,634
|
|
|
Goodwill
|
|
171,497
|
|
|
Intangible assets
|
|
199,752
|
|
|
Other long-term assets
|
|
23,828
|
|
|
Total assets
|
|
459,582
|
|
|
Current liabilities
|
|
8,636
|
|
|
Deferred tax liability non-current
|
|
51,486
|
|
|
Other long-term liabilities
|
|
19,000
|
|
|
Total equity purchase price
|
|
$
|
380,460
|
|
|
|
Fair values at May 29, 2015
|
|
Average remaining useful life (in years)
|
||
Gaming equipment
|
|
$
|
23,065
|
|
|
1 - 5
|
Other property and equipment
|
|
6,569
|
|
|
2 - 3
|
|
Total property and equipment
|
|
$
|
29,634
|
|
|
|
|
|
Fair values at May 29, 2015
|
|
Average remaining useful life (in years)
|
||
Trade names
|
|
$
|
3,000
|
|
|
5
|
Brand names
|
|
10,600
|
|
|
3 - 5
|
|
Customer relationships
|
|
107,000
|
|
|
5 - 12
|
|
Gaming software and technology platforms
|
|
79,152
|
|
|
2 - 7
|
|
Total intangible assets
|
|
$
|
199,752
|
|
|
|
|
|
From May 29, 2015 through December 31, 2015
|
||
Revenue
|
|
$
|
46,075
|
|
Net loss
|
|
$
|
17,133
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Gaming equipment
|
$
|
125,064
|
|
|
$
|
108,635
|
|
Other property and equipment
|
17,229
|
|
|
13,900
|
|
||
Less: Accumulated depreciation
|
(64,311
|
)
|
|
(54,609
|
)
|
||
Total property and equipment, net
|
$
|
77,982
|
|
|
$
|
67,926
|
|
|
Gross Carrying Amount
|
||||||||||||||
|
EGM
|
|
Table Products
|
|
Interactive
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
246,423
|
|
|
$
|
2,600
|
|
|
$
|
4,828
|
|
|
$
|
253,851
|
|
Foreign currency adjustments
|
(3,627
|
)
|
|
—
|
|
|
—
|
|
|
(3,627
|
)
|
||||
Purchase accounting adjustment
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
||||
Balance at December 31, 2016
|
242,796
|
|
|
3,400
|
|
|
4,828
|
|
|
251,024
|
|
||||
Foreign currency adjustments
|
855
|
|
|
—
|
|
|
—
|
|
|
855
|
|
||||
Acquisition
|
23,217
|
|
|
3,241
|
|
|
—
|
|
|
26,458
|
|
||||
Balance at December 31, 2017
|
$
|
266,868
|
|
|
$
|
6,641
|
|
|
$
|
4,828
|
|
|
$
|
278,337
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Useful Life (years)
|
|
Gross
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
|
Gross
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
||||||||||||
Indefinite lived trade names
|
Indefinite
|
|
$
|
12,126
|
|
|
$
|
—
|
|
|
$
|
12,126
|
|
|
$
|
12,126
|
|
|
$
|
—
|
|
|
$
|
12,126
|
|
Trade and brand names
|
7
|
|
14,730
|
|
|
(7,642
|
)
|
|
7,088
|
|
|
13,600
|
|
|
(4,671
|
)
|
|
8,929
|
|
||||||
Customer relationships
|
7
|
|
188,419
|
|
|
(69,564
|
)
|
|
118,855
|
|
|
164,258
|
|
|
(48,708
|
)
|
|
115,550
|
|
||||||
Contract rights under development and placement fees
|
1 - 7
|
|
16,834
|
|
|
(9,860
|
)
|
|
6,974
|
|
|
16,488
|
|
|
(5,235
|
)
|
|
11,253
|
|
||||||
Gaming software and technology platforms
|
1 - 7
|
|
141,231
|
|
|
(67,189
|
)
|
|
74,042
|
|
|
123,596
|
|
|
(49,014
|
)
|
|
74,582
|
|
||||||
Intellectual property
|
10 - 12
|
|
17,180
|
|
|
(3,978
|
)
|
|
13,202
|
|
|
12,780
|
|
|
(2,343
|
)
|
|
10,437
|
|
||||||
|
|
|
$
|
390,520
|
|
|
$
|
(158,233
|
)
|
|
$
|
232,287
|
|
|
$
|
342,848
|
|
|
$
|
(109,971
|
)
|
|
$
|
232,877
|
|
|
Amortization Expense
|
Placement Fee Accretion
|
||||
For the year ended December 31,
|
|
|
||||
2018
|
$
|
45,867
|
|
$
|
3,900
|
|
2019
|
40,193
|
|
2,617
|
|
||
2020
|
31,792
|
|
25
|
|
||
2021
|
21,022
|
|
7
|
|
||
2022
|
20,584
|
|
—
|
|
||
Thereafter
|
53,729
|
|
425
|
|
||
Total
|
$
|
213,187
|
|
$
|
6,974
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Salary and payroll tax accrual
|
$
|
9,449
|
|
|
$
|
6,594
|
|
Taxes payable
|
2,655
|
|
|
2,128
|
|
||
Accrued interest
|
—
|
|
|
2
|
|
||
License fee obligation
|
1,000
|
|
|
—
|
|
||
Placement fees payable
|
4,000
|
|
|
4,000
|
|
||
Accrued other
|
7,850
|
|
|
4,978
|
|
||
Total accrued liabilities
|
$
|
24,954
|
|
|
$
|
17,702
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
First Lien Credit Facilities:
|
|
|
|
||||
Term loans, interest at LIBOR or base rate plus 5.50% (6.85% at December 31, 2017), net of unamortized discount of $13.4 million at December 31, 2017.
|
$
|
499,173
|
|
|
$
|
—
|
|
Senior secured PIK notes, net of unamortized discount and deferred loan costs of $3.0 million and $3.5 million at December 31, 2017 and December 31, 2016, respectively.
|
149,588
|
|
|
133,286
|
|
||
Equipment long-term note payable and capital leases
|
2,756
|
|
|
4,792
|
|
||
Senior secured credit facilities:
|
|
|
|
||||
Term loans, interest at LIBOR or base rate plus 8.25%, net of unamortized discount and deferred loan costs of $15.1 million at December 31, 2016.
|
—
|
|
|
395,581
|
|
||
Seller notes
|
—
|
|
|
20,116
|
|
||
Total debt
|
651,517
|
|
|
553,775
|
|
||
Less: Current portion
|
(7,359
|
)
|
|
(6,537
|
)
|
||
Long-term debt
|
$
|
644,158
|
|
|
$
|
547,238
|
|
For the year ending December 31,
|
|
||
2018
|
$
|
7,359
|
|
2019
|
5,618
|
|
|
2020
|
5,235
|
|
|
2021
|
5,152
|
|
|
2022
|
5,151
|
|
|
Thereafter
[1]
|
639,453
|
|
|
Total scheduled maturities
|
667,968
|
|
|
Unamortized debt discount and debt issuance costs
|
(16,451
|
)
|
|
Total debt
|
$
|
651,517
|
|
|
Year Ended December 31,
|
||||
|
2017
|
|
2016
|
|
2015
|
Option valuation assumptions:
|
|
|
|
|
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
66%
|
|
56%
|
|
55%
|
Risk-free interest rate
|
1.80%
|
|
1.64%
|
|
1.69%
|
Expected term (in years)
|
6.2
|
|
6.3
|
|
6.4
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average grant date fair value
|
$
|
5.31
|
|
|
$
|
5.77
|
|
|
$
|
4.79
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
(42,185
|
)
|
|
$
|
(69,020
|
)
|
|
$
|
(66,728
|
)
|
Foreign
|
(4,810
|
)
|
|
(15,354
|
)
|
|
(7,906
|
)
|
|||
Loss before provision for income taxes
|
$
|
(46,995
|
)
|
|
$
|
(84,374
|
)
|
|
$
|
(74,634
|
)
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(250
|
)
|
|
$
|
(958
|
)
|
|
$
|
932
|
|
State
|
47
|
|
|
113
|
|
|
(10
|
)
|
|||
Foreign
|
5,365
|
|
|
5,865
|
|
|
1,424
|
|
|||
Total current income tax expense
|
5,162
|
|
|
5,020
|
|
|
2,346
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5,497
|
)
|
|
(7,550
|
)
|
|
(34,589
|
)
|
|||
State
|
(372
|
)
|
|
(31
|
)
|
|
(2,506
|
)
|
|||
Foreign
|
(1,182
|
)
|
|
(439
|
)
|
|
(1,340
|
)
|
|||
Total deferred income (benefit) expense
|
(7,051
|
)
|
|
(8,020
|
)
|
|
(38,435
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
$
|
(1,889
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
(36,089
|
)
|
|
Year ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
Foreign rate differential
|
1.5
|
%
|
|
2.1
|
%
|
|
0.7
|
%
|
Losses of foreign subsidiaries disregarded for US income tax
|
(2.5
|
)%
|
|
(3.2
|
)%
|
|
—
|
%
|
State income taxes, net of federal benefit
|
(3.0
|
)%
|
|
—
|
%
|
|
(2.5
|
)%
|
Nondeductible loan costs
|
1.4
|
%
|
|
1.9
|
%
|
|
1.5
|
%
|
Nondeductible transaction costs
|
—
|
%
|
|
—
|
%
|
|
1.6
|
%
|
Other differences
|
(4.0
|
)%
|
|
4.2
|
%
|
|
0.4
|
%
|
Rate change - impact of the U.S. Tax Cuts and Jobs Act
|
19.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Repatriation tax - impact of the U.S. Tax Cuts and Jobs Act
|
4.1
|
%
|
|
—
|
%
|
|
—
|
%
|
Tax credits - impacts of the U.S. Tax Cuts and Jobs Act
|
(6.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Valuation allowance - impacts of the U.S. Tax Cuts and Jobs Act
|
(35.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Withholding tax
|
2.5
|
%
|
|
1.5
|
%
|
|
1.1
|
%
|
Tax credits
|
(2.1
|
)%
|
|
(0.7
|
)%
|
|
(1.3
|
)%
|
Uncertain tax positions
|
7.3
|
%
|
|
1.9
|
%
|
|
0.3
|
%
|
Valuation allowance
|
47.2
|
%
|
|
23.7
|
%
|
|
(15.2
|
)%
|
Effective tax rate
|
(4.0
|
)%
|
|
(3.6
|
)%
|
|
(48.4
|
)%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
624
|
|
|
$
|
662
|
|
Allowance for bad debt
|
443
|
|
|
1,175
|
|
||
Payroll accruals
|
1,732
|
|
|
1,818
|
|
||
Foreign tax credits
|
11,454
|
|
|
9,541
|
|
||
Net operating loss carryforwards
|
42,205
|
|
|
47,019
|
|
||
Property and equipment, net
|
—
|
|
|
1,830
|
|
||
Research and development credits
|
3,320
|
|
|
1,420
|
|
||
Loan costs and interest
|
2,551
|
|
|
3,441
|
|
||
Other
|
1,119
|
|
|
1,654
|
|
||
Total deferred tax assets
|
63,448
|
|
|
68,560
|
|
||
Valuation allowance
|
(33,774
|
)
|
|
(28,211
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
29,674
|
|
|
$
|
40,349
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Prepaid expenses and other
|
$
|
(359
|
)
|
|
$
|
(512
|
)
|
Intangible assets
|
(25,493
|
)
|
|
(46,785
|
)
|
||
Property and equipment, net
|
(3,723
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(29,575
|
)
|
|
(47,297
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
99
|
|
|
$
|
(6,948
|
)
|
|
|
|
||||
|
December 31, 2017
|
December 31, 2016
|
||||
Balance-beginning of year
|
$
|
30,164
|
|
$
|
29,523
|
|
Acquisitions
|
—
|
|
—
|
|
||
Increases based on tax positions of the current year
|
2,065
|
|
1,005
|
|
||
Decreases due to lapse of statute
|
(392
|
)
|
(236
|
)
|
||
Increases based on tax positions of the prior years
|
1,217
|
|
1,963
|
|
||
Decreases based on tax positions of the prior years
|
(4,908
|
)
|
(664
|
)
|
||
Currency translation adjustments
|
527
|
|
(1,427
|
)
|
||
Balance-end of year
|
$
|
28,673
|
|
$
|
30,164
|
|
For the year ended December 31,
|
|
||
2018
|
1,828
|
|
|
2019
|
2,015
|
|
|
2020
|
2,075
|
|
|
2021
|
1,656
|
|
|
2022
|
1,149
|
|
|
Thereafter
|
5,449
|
|
|
Total
|
$
|
14,172
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues by segment
|
|
|
|
|
|
||||||
EGM
|
$
|
199,931
|
|
|
$
|
156,407
|
|
|
$
|
119,617
|
|
Table Products
|
4,065
|
|
|
2,674
|
|
|
1,672
|
|
|||
Interactive
|
7,959
|
|
|
7,725
|
|
|
2,003
|
|
|||
Total Revenues
|
211,955
|
|
|
166,806
|
|
|
123,292
|
|
|||
Adjusted EBITDA by segment
|
|
|
|
|
|
||||||
EGM
|
107,785
|
|
|
91,729
|
|
|
66,267
|
|
|||
Table Products
|
(528
|
)
|
|
(1,663
|
)
|
|
(1,402
|
)
|
|||
Interactive
|
(416
|
)
|
|
(4,727
|
)
|
|
(2,518
|
)
|
|||
Subtotal
|
106,841
|
|
|
85,339
|
|
|
62,347
|
|
|||
Write downs and other:
|
|
|
|
|
|
||||||
Loss on disposal of long lived assets
|
3,901
|
|
|
978
|
|
|
1,275
|
|
|||
Impairment of long lived assets
|
1,214
|
|
|
5,295
|
|
|
4,993
|
|
|||
Fair value adjustments to contingent consideration and other items
|
(630
|
)
|
|
(3,000
|
)
|
|
(2,667
|
)
|
|||
Acquisition costs
|
—
|
|
|
(11
|
)
|
|
8,165
|
|
|||
Depreciation and amortization
|
71,649
|
|
|
80,181
|
|
|
61,662
|
|
|||
Accretion of placement fees
(1)
|
4,680
|
|
|
4,702
|
|
|
496
|
|
|||
Non-cash stock compensation
|
—
|
|
|
—
|
|
|
4,911
|
|
|||
Acquisitions & integration related costs including restructuring & severance
|
2,936
|
|
|
5,411
|
|
|
7,818
|
|
|||
Legal & litigation expenses including settlement payments
|
523
|
|
|
1,565
|
|
|
1,916
|
|
|||
New jurisdictions and regulatory licensing costs
|
2,062
|
|
|
1,315
|
|
|
256
|
|
|||
Non-cash charge on capitalized installation and delivery
|
1,912
|
|
|
1,680
|
|
|
1,441
|
|
|||
Non-cash charges and loss on disposition of assets
|
1,202
|
|
|
2,478
|
|
|
234
|
|
|||
Other adjustments
|
2,890
|
|
|
1,809
|
|
|
1,286
|
|
|||
Interest expense
|
55,511
|
|
|
59,963
|
|
|
41,642
|
|
|||
Interest income
|
(108
|
)
|
|
(57
|
)
|
|
(82
|
)
|
|||
Loss on extinguishment and modification of debt
|
9,032
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income)
|
(2,938
|
)
|
|
7,404
|
|
|
3,635
|
|
|||
Loss before income taxes
|
$
|
(46,995
|
)
|
|
$
|
(84,374
|
)
|
|
$
|
(74,634
|
)
|
|
Year ended December 31,
|
||||||||||
Revenue:
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
181,743
|
|
|
$
|
138,510
|
|
|
$
|
110,392
|
|
Other
|
30,212
|
|
|
28,296
|
|
|
12,900
|
|
|||
|
$
|
211,955
|
|
|
$
|
166,806
|
|
|
$
|
123,292
|
|
|
|
|
|
|
|
||||||
|
Year ended December 31,
|
||||||||||
Long-lived assets, end of year:
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
79,301
|
|
|
$
|
70,208
|
|
|
$
|
63,858
|
|
Other
|
8,608
|
|
|
5,169
|
|
|
6,909
|
|
|||
|
$
|
87,909
|
|
|
$
|
75,377
|
|
|
$
|
70,767
|
|
|
Quarter ended March 31, 2017
|
|
Quarter ended June 30, 2017
|
|
Quarter ended September 30, 2017
|
|
Quarter ended December 31, 2017
|
||||||||
Consolidated Income Statement Data:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
47,774
|
|
|
$
|
50,080
|
|
|
$
|
56,440
|
|
|
$
|
57,661
|
|
Gross profit
[1]
|
36,451
|
|
|
38,957
|
|
|
42,766
|
|
|
42,192
|
|
||||
Income from operations
|
2,183
|
|
|
2,322
|
|
|
9,136
|
|
|
861
|
|
||||
Net (loss) income
|
(12,386
|
)
|
|
(20,110
|
)
|
|
(4,090
|
)
|
|
(8,520
|
)
|
||||
Basic loss per share
|
(0.53
|
)
|
|
(0.87
|
)
|
|
(0.18
|
)
|
|
(0.37
|
)
|
||||
Diluted loss per share
|
(0.53
|
)
|
|
(0.87
|
)
|
|
(0.18
|
)
|
|
(0.37
|
)
|
|
Quarter ended March 31, 2016
|
|
Quarter ended June 30, 2016
|
|
Quarter ended September 30, 2016
|
|
Quarter ended December 31, 2016
|
||||||||
Consolidated Income Statement Data:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
40,235
|
|
|
$
|
42,618
|
|
|
$
|
41,208
|
|
|
$
|
42,745
|
|
Gross profit
[1]
|
33,792
|
|
|
32,599
|
|
|
33,799
|
|
|
33,643
|
|
||||
Loss from operations
|
(4,206
|
)
|
|
(4,338
|
)
|
|
(7,117
|
)
|
|
(1,403
|
)
|
||||
Net (loss) income
|
(21,066
|
)
|
|
(18,839
|
)
|
|
(21,235
|
)
|
|
(20,234
|
)
|
||||
Basic income (loss) per share
|
(0.91
|
)
|
|
(0.81
|
)
|
|
(0.91
|
)
|
|
(0.87
|
)
|
||||
Diluted income (loss) per share
|
(0.91
|
)
|
|
(0.81
|
)
|
|
(0.91
|
)
|
|
(0.87
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,201
|
|
|
$
|
10,171
|
|
Prepaid expenses
|
54
|
|
|
40
|
|
||
Total current assets
|
2,255
|
|
|
10,211
|
|
||
Deferred tax asset
|
—
|
|
|
—
|
|
||
Investment in subsidiaries
|
121,118
|
|
|
153,926
|
|
||
Total assets
|
$
|
123,373
|
|
|
$
|
164,137
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|||||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
36
|
|
Intercompany payables
|
399
|
|
|
93
|
|
||
Total current liabilities
|
399
|
|
|
129
|
|
||
Long-term debt
|
149,588
|
|
|
146,284
|
|
||
Other long-term liabilities
|
1,321
|
|
|
1,296
|
|
||
Total liabilities
|
151,308
|
|
|
147,709
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
149
|
|
|
149
|
|
||
Additional paid-in capital
|
177,276
|
|
|
177,276
|
|
||
Retained earnings
|
(201,557
|
)
|
|
(156,451
|
)
|
||
Accumulated other comprehensive loss
|
(3,803
|
)
|
|
(4,546
|
)
|
||
Total stockholders’ equity
|
(27,935
|
)
|
|
16,428
|
|
||
Total liabilities and stockholders’ equity
|
$
|
123,373
|
|
|
$
|
164,137
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
286
|
|
|
$
|
231
|
|
|
$
|
546
|
|
Total operating expenses
|
286
|
|
|
231
|
|
|
546
|
|
|||
Loss from operations
|
(286
|
)
|
|
(231
|
)
|
|
(546
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Equity in net loss of subsidiaries
|
28,302
|
|
|
62,450
|
|
|
33,405
|
|
|||
Interest expense
|
16,518
|
|
|
15,165
|
|
|
8,123
|
|
|||
Interest income
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Loss before income taxes
|
(45,106
|
)
|
|
(77,846
|
)
|
|
(42,073
|
)
|
|||
Income tax benefit (expense)
|
—
|
|
|
(3,528
|
)
|
|
3,528
|
|
|||
Net loss
|
(45,106
|
)
|
|
(81,374
|
)
|
|
(38,545
|
)
|
|||
Foreign currency translation adjustment
|
743
|
|
|
(2,735
|
)
|
|
(2,099
|
)
|
|||
Total comprehensive loss
|
$
|
(44,363
|
)
|
|
$
|
(84,109
|
)
|
|
$
|
(40,644
|
)
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(45,106
|
)
|
|
$
|
(81,374
|
)
|
|
$
|
(38,545
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred loan costs and discount
|
479
|
|
|
340
|
|
|
143
|
|
|||
Payment-in-kind interest payments
|
(1,108
|
)
|
|
—
|
|
|
—
|
|
|||
Payment-in-kind interest capitalized
|
15,933
|
|
|
14,819
|
|
|
7,980
|
|
|||
Equity in net loss of subsidiaries
|
28,302
|
|
|
62,450
|
|
|
33,405
|
|
|||
(Benefit) provision of deferred income tax
|
—
|
|
|
3,528
|
|
|
(3,528
|
)
|
|||
Changes in assets and liabilities that relate to operations:
|
|
|
|
|
|
||||||
Prepaid expenses
|
(14
|
)
|
|
23
|
|
|
6
|
|
|||
Intercompany payable/receivable
|
306
|
|
|
148
|
|
|
455
|
|
|||
Accounts payable and accrued liabilities
|
(36
|
)
|
|
35
|
|
|
(24
|
)
|
|||
Net cash (used in) provided by operating activities
|
(1,244
|
)
|
|
(31
|
)
|
|
(108
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
(7,965
|
)
|
|
(15,720
|
)
|
|
(172,484
|
)
|
|||
Distributions received from subsidiaries
|
8,084
|
|
|
—
|
|
|
1,322
|
|
|||
Net cash used in investing activities
|
119
|
|
|
(15,720
|
)
|
|
(171,162
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
111,550
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
77,425
|
|
|||
Repayment of seller notes
|
(6,870
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from employees in advance of common stock issuance
|
25
|
|
|
—
|
|
|
579
|
|
|||
Repurchase of shares issued to management
|
—
|
|
|
(50
|
)
|
|
(277
|
)
|
|||
Payment of deferred loan costs
|
—
|
|
|
—
|
|
|
(548
|
)
|
|||
Net cash provided by financing activities
|
(6,845
|
)
|
|
(50
|
)
|
|
188,729
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(7,970
|
)
|
|
(15,801
|
)
|
|
17,459
|
|
|||
Cash and cash equivalents, beginning of period
|
10,171
|
|
|
25,972
|
|
|
8,513
|
|
|||
Cash and cash equivalents, end of period
|
$
|
2,201
|
|
|
$
|
10,171
|
|
|
$
|
25,972
|
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Subsidiary payment for share repurchase on Company’s behalf
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Intercompany payable settled as distribution
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
890
|
|
Reduction of Amaya Seller Note
|
$
|
5,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Incurrence of Amaya Seller Note
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,000
|
|
Tax-related valuation allowance
|
Balance at the beginning of period
|
|
Charged to tax expense/(benefit)
|
|
Purchase accounting adjustments
|
|
Impact of foreign currency exchange rate
|
|
Balance at the end of period
|
||||||||||
Year ended December 31, 2017
|
$
|
28,211
|
|
|
$
|
5,557
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
33,774
|
|
Year ended December 31, 2016
|
$
|
8,274
|
|
|
$
|
19,962
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
28,211
|
|
Year ended December 31, 2015
|
$
|
14,260
|
|
|
$
|
(11,787
|
)
|
|
$
|
5,727
|
|
|
$
|
74
|
|
|
$
|
8,274
|
|
Name
|
|
Jurisdiction of Incorporation
|
AP Gaming, Inc.
|
|
Delaware
|
|
|
|
AP Gaming Holdings, LLC
|
|
Delaware
|
|
|
|
AP Gaming I, LLC
|
|
Delaware
|
|
|
|
AP Gaming II, Inc.
|
|
Delaware
|
|
|
|
APGam Canada ULC
|
|
British Columbia
|
|
|
|
AP Gaming Acquisition, LLC
|
|
Delaware
|
|
|
|
AGS Capital, LLC
|
|
Delaware
|
|
|
|
AGS LLC
|
|
Delaware
|
|
|
|
AGS Partners, LLC
|
|
Delaware
|
|
|
|
AGS Illinois, LLLP
|
|
Illinois
|
|
|
|
AGS CJ Corporation
|
|
Delaware
|
|
|
|
AGS CJ Holdings Corporation
|
|
Delaware
|
|
|
|
Cadillac Jack, Inc.
|
|
Georgia
|
|
|
|
Equipos y Soluciones Tecnologicas Cadillac Jack de Mexico, S. De R.L. De C.V.
|
|
Mexico
|
|
|
|
Operadora de Juegos Cadillac Jack de Mexico, S. De R.L. De C.V.
|
|
Mexico
|
|
|
|
Servicios Administrativos Cadillac Jack de Mexico, S. De R.L. De C.V.
|
|
Mexico
|
|
|
|
Comercializadora de Juegos Cadillac Jack de Mexico S. De R.L. De C.V.
|
|
Mexico
|
|
|
|
PLAYAGS UK Limited
|
|
England and Wales
|
|
|
|
Gamingo Limited
|
|
England and Wales
|
|
|
|
GAMINGO (ISRAEL), LTD.
|
|
Israel
|
|
|
|
AGS Interactive US, INC.
|
|
California
|
|
|
|
PLAYAGS BRASIL LTDA
|
|
Brazil
|
|
|
|
PLAYAGS AUSTRALIA PTY
|
|
Australia
|
/s/ DAVID LOPEZ
|
David Lopez
Chief Executive Officer, President and Director (Principal Executive Officer) |
/s/ KIMO AKIONA
|
Kimo Akiona
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial and Accounting Officer)
|
/s/ DAVID LOPEZ
|
David Lopez
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
/s/ KIMO AKIONA
|
Kimo Akiona
Chief Financial Officer, Chief Accounting Officer and Treasurer
(Principal Financial and Accounting Officer)
|