8-K/A
Galaxy Gaming, Inc. (GLXZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2020
GALAXY GAMING, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-30653 | 20-8143439 |
|---|---|
| (Commission File Number) | (I.R.S. Employer Identification No.) |
6767 Spencer Street
Las Vegas, Nevada 89119
(Address of principal executive offices)
(702) 939-3254
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered |
|---|---|---|
| Common stock | GLXZ | OTCQB marketplace |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ☐ | |
| --- | --- | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |
| --- | --- |
Item 2.02Results of Operations and Financial Condition.
On March 20, 2020, Galaxy Gaming, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the press release announcing its financial results for the year ended December 31, 2019.
The Company is filing this Amendment No. 1 on Form 8-K/A to the Initial Form 8-K solely for the purpose of amending the Initial Form 8-K to clarify that the financial results released were preliminary financial results for the year ended December 31, 2019.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
d) Exhibits
| Exhibit<br><br><br>Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated March 20, 2020, announcing preliminary financial results for the year ended December 31, 2019 (furnished herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 23, 2020
| GALAXY GAMING, INC. | |
|---|---|
| By: | /s/ Harry C. Hagerty |
| Harry C. Hagerty | |
| Chief Financial Officer |
glxz-ex991_6.htm
Galaxy Gaming Provides Preliminary FY 2019 Financial Results
LAS VEGAS, March 20, 2019 (GLOBE NEWSWIRE) -- Galaxy Gaming, Inc. (OTCQB: GLXZ), a developer and distributor of casino table games and enhanced systems, is announcing today preliminary financial results for the fiscal year ended December 31, 2019.
FY 2019 Preliminary Financial Results
The Company expects to file actual results for the year ended December 31, 2019 on Form 10-K on March 27, 2020. On a preliminary estimated basis, the Company expects to report revenue for FY 2019 of approximately $21.3 million and adjusted EBITDA* of approximately $8.8 million. These figures compare to $18.6 million in revenue and $6.6 million in adjusted EBITDA* for the comparable period in 2018. Further, the Company expects to report that, at December 31, 2019, cash was $9.7 million and long-term debt (gross) was $48.0 million, including $39.1 million of subordinated debt issued in connection with the redemption transaction in May 2019. The FY 2019 anticipated results presented in this release are based on preliminary financial data and are subject to change until the year-end financial reporting process is complete.
COVID-19 Related Comments
On March 16, 2020, the Company announced that it would suspend billing its customers whose casinos are closed for the duration of such closure. The Company also stated that it had sufficient cash on hand to continue to pay its employees through the duration of the casino closures. In addition to the cash on hand, the Company drew down $1 million on its revolving credit facility. The Company currently estimates that it has sufficient liquidity to maintain its current operations for a period of time that extends well beyond the expected duration of casino closings.
Forward-Looking Statements
Certain statements in this release, including all statements regarding plans, prospects and expectations concerning our business and financial results may constitute forward-looking statements, which involve a number of risks and uncertainties. Galaxy cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that Galaxy files with the Securities and Exchange Commission. Forward-looking statements are based on currently available information, and Galaxy disclaims any obligation to update or revise any forward-looking statements made in this release,
except as required by law.
* Non-GAAP Financial Information
Adjusted EBITDA includes adjustments to net income to exclude interest, taxes, depreciation, amortization, share based compensation, loss on extinguishment of debt, foreign currency exchange gains (losses), change in estimated fair value of warrant liability, change in estimated fair value of interest rate swap liability and other non-recurring expenses and non-cash charges. Adjusted EBITDA is not a measure of performance defined in accordance with U.S. GAAP, however, adjusted EBITDA is used by management to evaluate our operating performance. It may not be comparable to similarly titled measures used by other companies, and it excludes financial information that some may consider important in evaluating our performance. Galaxy’s reconciliations of adjusted EBITDA to U.S. GAAP net income in our historical financial statements are indicative of the reconciliation that will be prepared upon completion of our FY 2019 financial results and included in our annual report for FY 2019 on Form 10-K.
About Galaxy Gaming
Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops, assembles and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, cruise ships and online casinos worldwide. Through its iGaming partner Games Marketing Ltd., Galaxy Gaming licenses its proprietary table games to the online gaming industry. Galaxy’s games can be played online at FeelTheRush.com. Connect with Galaxy on Facebook, YouTube and Twitter.
Contact:
Media: John Strickland (702) 938-1753
Investors:Harry Hagerty (702) 938-1740