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Gaming Partners International 10-Q 2010 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-Q
For
the transition period
from to
Commission
file number: 0-23588
GAMING
PARTNERS INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
(702)
384-2425
(Registrant’s
telephone number, including area code)
None
(Former
name, former address, and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
the Corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
proceeding 12 months (or for such shorter period that registrant was required to
submit and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ¨ No x
The
number of shares outstanding of each of the registrant’s classes of common stock
as of August 6, 2010 was 8,199,016 shares of Common Stock.
GAMING
PARTNERS INTERNATIONAL CORPORATION
QUARTERLY
REPORT ON FORM 10-Q
FOR
THE QUARTER ENDED JUNE 30, 2010
GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
(in
thousands, except share amounts)
See notes
to unaudited condensed consolidated financial statements. 1
GAMING
PARTNERS INTERNATIONAL CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF
OPERATIONS
(unaudited)
(in
thousands, except per share amounts)
See notes
to unaudited condensed consolidated financial statements. 2
GAMING
PARTNERS INTERNATIONAL CORPORATION
OTHER
COMPREHENSIVE INCOME
(unaudited)
(in
thousands, except share amounts)
See notes
to unaudited condensed consolidated financial statements. 3
GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
(in
thousands)
See notes
to unaudited condensed consolidated financial statements. 4
GAMING
PARTNERS INTERNATIONAL CORPORATION
(unaudited)
Note
1. Nature of Business and Significant Accounting Policies
Organization
and Nature of Business
The
Company is headquartered in Las Vegas, Nevada and has manufacturing facilities
in Las Vegas, Nevada; San Luis Rio Colorado, Mexico; and Beaune, France. GPI USA
has sales offices in Las Vegas, Nevada; Atlantic City, New Jersey; and Gulfport,
Mississippi and sells our casino products to licensed casinos primarily in the
United States and Canada. GPI SAS has a sales office in Beaune, France and sells
our casino products internationally to licensed casinos. Most of our products
are sold directly to end-users, however, in some regions of the world we sell
through distributors.
Our
business activities include the manufacture and supply of gaming chips, table
layouts, playing cards, gaming furniture, table accessories, and dice, all of
which are used in conjunction with casino table games such as blackjack, poker,
baccarat, craps and roulette.
Significant
Accounting Polices
Basis of
Consolidation and Presentation. > The condensed consolidated
financial statements include the accounts of GPIC and its wholly-owned
subsidiaries GPI SAS, GPI USA, and GPI Mexicana. All material intercompany
balances and transactions have been eliminated in consolidation. The condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. These statements should be read in conjunction with our
annual audited consolidated financial statements and related notes included in
our Form 10-K for the year ended December 31, 2009.
These
unaudited condensed consolidated financial statements, in the opinion of
management, reflect only normal and recurring adjustments necessary for a fair
presentation of results for such periods. The results of operations for an
interim period are not necessarily indicative of the results for the full
year.
Reclassification.
>Certain prior period amounts in the condensed consolidated financial
statements have been reclassified to conform to the June 30, 2010 presentation.
These reclassifications had no effect on our net income. These reclassifications
relate to including product development expenses in general and administrative
expenses, instead of presenting these expenses separately.
In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605) —
Multiple-Deliverable Revenue Arrangements. ASU No. 2009-13
addresses the accounting for multiple-deliverable arrangements to enable
companies to account for products or services (deliverables) separately
rather than as a combined unit since companies often provide multiple products
or services to their customers. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable. ASU
No. 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June 15,
2010 and early adoption is permitted. Management is currently evaluating the
requirements of ASU No. 2009-13 and has not yet determined the impact, if
any, on our consolidated financial statements. 5
Note
2. Marketable Securities
Available
for sale marketable securities consist of investments in securities such as
bonds, mutual funds, and certificates of deposit offered by French and US banks
(in thousands):
We
present our marketable securities at their estimated fair value. Fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. The Company has determined that all of its marketable
securities fall into the Level 1 category, with asset values recorded at quoted
prices in active markets for identical assets.
Note
3. Inventories
Inventories
consist of the following (in thousands):
As of June 30, 2010 and December 31,
2009, a portion of our inventories are classified as non-current because we do
not expect this portion to be used in our normal inventory cycle. The
classification of our inventories on our balance sheets is as follows (in
thousands):
6
Note
4. Property and Equipment
Property
and equipment consist of the following (in thousands):
Depreciation
expense for the three months ended June 30, 2010 and 2009 was $478,000 and
$565,000, respectively. Depreciation expense for the six months ended June
30, 2010 and 2009 was $963,000 and $1,053,000, respectively.
Note
5. Intangible Assets
Intangible
assets consist of the following (in thousands):
In
January 2010, a fully amortized patent expired, resulting in a reduction to the
gross carrying value and accumulated amortization of $540,000. In June
2010, a partially amortized patent was impaired and removed, resulting in a
reduction to the gross carrying value of $12,500, accumulated amortization of
$4,800, and impairment loss of $7,700.
Amortization
expense for intangible assets for the three months ended June 30, 2010 and 2009
was $16,000 and $5,000, respectively. Amortization expense for intangible
assets for the six months ended June 30, 2010 and 2009 was $31,000 and $10,000,
respectively.
Note
6. Commitments and Contingencies
Legal
Proceedings and Contingencies
Liabilities
for material claims against the Company are accrued when a loss is considered
probable and can be reasonably estimated. Legal costs associated with claims are
expensed as incurred.
On June
27, 2007, a putative class action complaint alleging violations of federal
securities laws based on alleged misstatements and omissions by the Company,
entitled Robert J. Kaplan v. Gerard P. Charlier, Paul S. Dennis, Eric P. Endy,
Alain Thieffry, Elisabeth Carrette, Robert J. Kelly, Charles R. Henry, Laura
McAllister Cox and Gaming Partners International Corporation was filed in the
United States District Court for the District of Nevada, under Case No.
2:07-cv-00849-LDG-GWF. Plaintiff Kaplan has been designated by the court as
“Lead Plaintiff.” On February 12, 2008, Plaintiff filed an amended complaint,
deleting several of the above named defendants, and adding three others. The
action is now captioned Robert J. Kaplan v. Gerard P. Charlier, Melody J.
Sullivan a/k/a Melody Sullivan Yowell, David Grimes, Charles T. McCullough, Eric
P. Endy, Elisabeth Carrette and Gaming Partners International Corporation.
The Company engaged counsel and intends to vigorously defend against the claims
presented. Defendants filed a Motion to Dismiss the Complaint on April 16, 2008.
Defendants’ Motion to Dismiss was thereafter granted and an Order was entered
dismissing the Amended Complaint without prejudice on November 18, 2008.
Plaintiff filed a Second Amended Complaint on January 9, 2009. Defendants’
Motion to Dismiss the Second Amended Complaint was filed on February 27, 2009.
On September 28, 2009, Defendants’ motion was granted and judgment dismissing
the Second Amended Complaint with prejudice was entered on September 29, 2009.
On October 29, 2009, Plaintiff filed his Notice of Appeal of the Court’s
judgment to the 9th Circuit Court of Appeals. All briefings have been concluded
and the matter awaits further action by the Court. 7
On
January 22, 2009, a complaint was filed in a matter entitled Sibel Products,
Inc. vs. Gaming Partners International Corporation in the Circuit Court of the
Second Judicial District of Jefferson County, Illinois, Case No. 09-L-4.
The complaint sought a preliminary injunction in connection with an exclusive
purchase agreement, for particular raw materials used to manufacture finished
goods, between plaintiff and GPI USA. On January 30, 2009, the Company filed a
notice of removal of the action to the United States District Court for the
Southern District of Illinois and Case Number 3:09-cv-87 was assigned. As
previously reported in our first quarter Form 10-Q, after commencement
of trial on the matter on March 22, 2010, the matter was concluded as
follows: plaintiff’s claims against the current manufacturing supplier were
dismissed with prejudice; plaintiff’s claims against Gaming Partners
International Corporation were dismissed with prejudice; and judgment was
entered in favor of Gaming Partners International USA, Inc. and against
plaintiff on the counterclaim. Subsequently, plaintiff and GPI USA entered into
a settlement agreement to fully resolve the remaining claims in this matter for
less than the judgement amount. The Court’s Order and Final Judgment were
entered by the Court on June 14, 2010. All conditions of the settlement
agreement have been met and the matter is concluded.
We are
engaged in disputes and claims in the normal course of business. We believe the
ultimate outcome of these proceedings will not have a material adverse impact on
the consolidated financial position or results of operations.
Commitments
The
Company has an exclusive patent license agreement with International Game
Technology which grants the Company the exclusive rights to manufacture and
distribute gaming chips and readers in the United States under patents for a
gaming chip tracking system and method that utilize gaming chips with embedded
electronic circuits scanned by antennas in gaming chip placement areas (gaming
tables and casino cage), or Radio Frequency Identification Devices (RFID)
technology. The duration of the exclusive agreement is for the life of the
patents, the last of which expires in 2015. Minimum annual royalty payments of
$125,000 are required to be made by GPIC over the remaining life of the
exclusive patent license agreement.
Note
7. Accumulated Other Comprehensive Income
Accumulated
other comprehensive income consists of the following (in
thousands):
Note
8. Geographic and Product Line Information
We
manufacture and sell casino table game equipment and have determined that we
operate in one operating segment - casino game equipment products.
Although the Company derives its revenues from a number of different product
lines, the Company does not allocate resources based on the operating results
from the individual product lines nor does it manage each individual product
line as a separate business unit.
The
following tables present certain data by geographic area (in
thousands):
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries. 8
(1) Primarily
Macau and Singapore.
(2) Includes
Canada, Africa, Australia, South America, and other countries.
The
following tables present our net sales by product (in thousands):
9
The
following table represents our property and equipment by geographic area (in
thousands):
All
intangible assets with a cost basis are owned by GPI USA.
Note
9. Other Income and Expense
Other
income and expense consists of the following:
Note
10. Earnings per Share (EPS)
Basic EPS
is calculated by dividing net income by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the effect of potential
common stock, which consists of assumed stock options. Potentially dilutive
securities are not taken into account when their effect would be
antidilutive.
The
weighted-average number of common shares outstanding used in the computation of
basic and diluted earnings per share is as follows (in thousands):
For the
six months ended June 30, 2009, the Company was in a loss position and,
accordingly, the basic and diluted weighted average shares outstanding were
equal because any increase to the basic shares would have been antidilutive.
Therefore, we did not calculate the dilutive effect of the 561,000 options then
outstanding. 10
The
following discussion is intended to assist in the understanding of our results
of operations and our present financial condition. The condensed consolidated
financial statements and the accompanying notes contain additional detailed
information that should be referred to when reviewing this material. Statements
in this discussion may be forward-looking. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
significantly from those expressed. See Item 1A, Risk Factors of the
Company’s Form 10-K for the period ended December 31,
2009.
For a
Company Overview and information on our products as well as general information,
see Part I—Item 1. Business of the
Company’s Form 10-K for the period ended December 31,
2009.
Overview
of our Business
GPIC
manufactures and supplies casino chips, under the brand names of Paulson®,
Bourgogne et Grasset®, and Bud Jones®, (including low and high frequency RFID
casino chips), low and high frequency RFID readers, table layouts, playing
cards, dice, gaming furniture, roulette wheels, table accessories, and other
products that are used with casino table games such as blackjack, poker,
baccarat, craps and roulette. GPIC is headquartered in Las Vegas, Nevada, with
offices in Beaune, France; San Luis Rio Colorado, Mexico; Atlantic City, New
Jersey; and Gulfport, Mississippi. GPIC sells its products to licensed casinos
worldwide. We operate in one segment and have two operating subsidiaries:
GPI USA and GPI SAS, a French subsidiary. Our subsidiaries have the
following distribution and product focus:
Historically,
we have experienced significant fluctuations in our quarterly operating results
and expect such fluctuations to continue. Our operating results fluctuate due to
a number of factors, but primarily reflect the opening of new casinos, the
expansion of existing casinos, and large replacement orders for casino chips -
our primary product line, which typically represents over 60% of the Company’s
revenues. The nature of these events is difficult to forecast and largely beyond
our ability to influence, which creates variability in revenue and
earnings. While most large projects are pursued years in advance, both
large and small sales opportunities arise with little prior notice. An
indicator of future sales is found in our backlog report, which reflects signed
orders that we expect to ship in the remainder of 2010.
Overview
of our Industry
In the
United States, the general slow down in the gaming industry has negatively
affected our casino customers and therefore our sales. Casinos have been working
to reduce their operating costs and capital expenditures. We have seen a slowing
down of the typical replacement cycle for consumable products, such as our
cards, layouts and dice, as well as a reduction in casino openings, expansions,
and replacement orders, on which our casino chip and furniture sales are largely
dependent. To the extent these economic conditions continue, we anticipate
that our revenues in future quarters could be adversely affected.
Apart
from the above general industry trends, the states of Pennsylvania
and Delaware recently legalized table games and licensed GPI USA as an equipment
vendor. In the second quarter, we shipped products from each of our product
lines to all of the Pennsylvania casinos that were opened in early July
2010. We expect some modest sales to these casinos during the second half
of 2010, but most of our sales were shipped in the second quarter.
Additionally, we supplied products to three Delaware casinos and two West
Virginia casinos that also commenced table game operations during the second
quarter. 11
Internationally,
Macau continues to be the largest gaming market and has recently posted record
gaming revenues. Other parts of Asia are also becoming significant gaming
destinations. In Singapore, the Sentosa casino and the Marina Bay Sands casino
opened in February and April 2010, respectively.
Financial
and Operational Highlights
For the
second quarter of 2010, our revenues were $19.9 million, an increase of $8.6
million, or 76%, compared to revenues of $11.3 million for the same period of
2009. Our net income for the second quarter of 2010 was $2.7 million,
compared to a net income of $0.2 million for the same period in 2009. The
improvement in our operating results was primarily due to sales totaling $6.6
million in the second quarter to casinos in Pennsylvania, Delaware, and West
Virginia, as well as sales totaling $5.0 million to the Marina Bay Sands Casino
in Singapore.
The
Company completed most of its expected shipments to Pennsylvania casinos in the
second quarter of 2010, with sales for openings completed in Delaware and West
Virginia as well.
Other
Matters
GPI SAS
uses the euro as its functional currency. As of June 30, 2010 and December
31, 2009 the US dollar to euro exchange rates were $1.2271 to one euro and
$1.4406 to one euro, respectively, which represents a 14.8% stronger dollar
compared to the euro. The average exchange rates for the six months ended June
30, 2010 and June 30, 2009 were 1.3301 and 1.3322, which represents a 0.2%
stronger dollar compared to the euro.
This
significant strengthening of the dollar compared to the euro during the first
half of 2010 resulted in a large reduction in foreign currency translation in
other comprehensive income in the balance sheet to $152,000 at June 30, 2010
from $3,273,000 at December 31, 2009.
GPI
Mexicana uses the US Dollar as its functional currency. The average exchange
rates for the quarters ended June 30, 2010 and 2009 were 12.55 pesos to the US
dollar and 13.36 pesos to the US dollar, respectively, which represents a 6.1%
weaker dollar compared to the Mexican peso. The weaker dollar compared with the
Mexican peso had an unfavorable impact of $0.1 million for the first quarter as
our manufacturing costs were increased.
CRITICAL
ACCOUNTING ESTIMATES
Financial
statement preparation requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue, and expenses and
disclosure of contingent assets and liabilities. The accompanying condensed
consolidated financial statements are prepared using the same critical
accounting estimates discussed in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009.
RESULTS
OF OPERATIONS
The
following tables summarize selected items from the Company’s Consolidated
Statements of Operations as a percentage of revenues:
12
The
following tables present certain data by geographic area (in
thousands):
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