TABLE TRAC INC - Quarter Report: 2023 September (Form 10-Q)

FORM 10-Q

TABLE TRAC, INC.

CONDENSED BALANCE SHEETS

See notes to condensed unaudited financial statements.

TABLE TRAC, INC.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

See notes to condensed unaudited financial statements.

TABLE TRAC, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) 

See notes to condensed unaudited financial statements.

TABLE TRAC, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

See notes to condensed unaudited financial statements.

TABLE TRAC, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Basis of Presentation

The accompanying unaudited condensed financial statements of Table Trac, Inc. (the “Company,” or “Table Trac”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. The condensed balance sheet as of September 30, 2023 and the condensed statements of operations, stockholders’ equity and cash flows for the three and nine months ended September 30, 2023 and 2022 are unaudited but include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial position at such date and the operating results and cash flows for those periods. Certain information normally included in financial statements and related footnotes prepared in accordance with generally accepted accounting principles has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

The accompanying financial statements should be read in conjunction with the financial statements and notes included in the Table Trac, Inc. Annual Report on Form 10-K for the year ended December 31, 2022.

Nature of Business

Table Trac was formed under the laws of the State of Nevada in June 1995. The Company has offices in Minnetonka, Minnesota and Oklahoma City, Oklahoma. The Company has developed and sells an information and management system that automates and monitors various aspects of the operations of casinos.

Table Trac provides system sales and technical support to casinos. System sales include installation, custom casino system configurations, and training. In addition, license and technical support are provided under separate license and service contracts.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s use of estimates and assumptions include: for revenue recognition, determining collectibility, the nature and timing of satisfaction of performance obligations, and determining the standalone selling price (“SSP”) of performance obligations, realizability of accounts receivable, and the valuation of allowance for credit losses, deferred tax assets and liabilities, and inventory. Actual results could differ from those estimates, and the difference could be significant.  For further information about our critical accounting estimates, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

There were no changes in critical accounting estimates or assumptions for the nine months ended September 30, 2023.

The Company’s significant accounting policies are described in Note 1 of the financial statement included in its Annual Report on Form 10-K for the year ended December 31, 2022.

Concentrations of Risk

The Company maintains its cash balances at two financial institutions. Accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At times throughout the year, the Company’s cash balances exceeded amounts insured by the FDIC. The Company doesn’t believe it is exposed to any significant credit risk on its cash balances.  Cash equivalents represent money market funds or short-term investments with original maturities of three months or less from the date of purchase.

Stock-Based Compensation

The Company's stock-based compensation consists of stock options and restricted stock issued to certain company employees, directors and non-employees.  The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors and non-employees. The compensation expense for the Company’s stock-based payments is based on estimated fair values at the time of the grant.

The Company estimates the fair value of restricted stock awards on the date of grant using the closing traded price on that date. The Company’s restricted stock awards are subject to vesting requirements and the corresponding compensation is recorded ratably over the service period.

For stock options, the Company recognizes compensation expense based on an estimated grant date fair value using the Black-Scholes option-pricing model. The Company has elected to account for forfeitures as they occur and to use the simplified method to determine the expected life of stock options.

Revenue

The Company derives revenues from the sale or leasing of systems, license and maintenance fees, services, and rental agreements.

System Sales

Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected, when applicable from customers, which are subsequently remitted to governmental authorities.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is a unit of account in ASC 606. A majority of the Company’s systems sales have multiple performance obligations including an obligation to deliver a casino management system and another to provide maintenance services. For system sales with multiple performance obligations, the Company allocates revenue to each performance obligation based on its SSP. See discussion within the significant judgement paragraph regarding our determination of SSP.  At contract inception, management assesses whether it is probable that the company will collect substantially all of the consideration to determine whether the contract meets the criterion for collectability.  The revenue allocated to the casino management system is recognized upon installation.  The Company occasionally enters into contracts that include multiple sites; management has determined that each site installation is a separate performance obligation. In these instances, the Company recognizes revenue upon completion of each performance obligation. In addition, the Company has a contract with a reseller who purchases and resells the Company’s products; monthly the reseller notifies the Company of their successful installations and submits an invoice to the Company for those installations.  The Company also analyzes its standard business practice of using long-term contracts and the history of collecting on extended payment term contracts which include a significant financing component which is usually a market interest rate. The associated interest income is reflected accordingly on the statement of operations. 

Management’s assessment of collectability at both contract inception and on an ongoing basis resulted in the determination that some of our contracts did not meet the criterion for collectability.  The balance of these contracts are not included as part of accounts receivable on the balance sheet.  Accordingly, for these contracts whereby the collectability criterion has not been met, revenue will be recognized as payments are received.

Maintenance Revenue

Maintenance revenue is recognized ratably over the contract period. The SSP for maintenance is based upon the renewal rate for contracted services.

Lease Revenue

The Company derives a portion of its revenue from a sales type leasing arrangement in accordance with ASC 842. The Company leases hardware to a customer, and receives monthly payments.

Service Revenue and Other Revenue

Service revenue is recognized upon completion of the services and is billed in arrears. The SSP for service revenue is established based upon actual selling prices for the services or prior similar arrangements. 

Other revenue includes DataTrac, kiosks and related promotional programs and miscellaneous sales of equipment.  Revenue is recognized upon completion of services or delivery of equipment and is billed in arrears.

The Company offers qualified customers a licensing agreement. Licensing revenue is recognized after the intellectual property (CMS system), the performance obligation, is delivered and in its operational and functional state. The SSP for licensing revenue is established based upon actual selling prices for the license. 

The following table summarizes disaggregated revenues by major product line for the three months ended September 30, 2023 and 2022, respectively:

The following table summarizes disaggregated revenues by major product line for the nine months ended September 30, 2023 and 2022, respectively:

See Major Customers for disaggregated revenue information about primary geographical markets.

Significant Judgments

Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

Judgment is required to determine the SSP for each distinct performance obligation, including lease and non-lease components. We use a single amount to estimate SSP when we sell a product or service separately. 

In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we perform a gross margin analysis using information such as the size of the customer and geographic region in determining the SSP.  

We recognize a contract asset when our performance under a contract precedes our receipt of consideration from a customer, or before payment is due, and our receipt of consideration is conditional upon factors other than the passage of time. A contract asset is recognized when we have an unconditional right to payment for our performance. Our contract asset consists of our in-process installations, for which we have an enforceable right to collect consideration (including a reasonable profit) in the event the services are cancelled by customers.  As of September 30, 2023 and  December 31, 2022, we recorded a contract asset of approximately $0 and $34,800, respectively, as a component of accounts receivable.  

The collectability assessment requires the company to use judgement and consider all relevant facts and circumstances. Management exercises judgment in its assessment of collectability of customer funds by considering payment history, current credit status, and available information about the financial condition of the customer, among other factors.  As of  September 30, 2023 and December 31, 2022, approximately $2,475,525 and $2,781,800 for systems installed under contract have not been recorded as revenue or included in accounts receivable based on the collectability assessment performed by the Company.  In accordance with this assessment, the contracts will be assessed in subsequent quarters at which time they may be deemed collectable and the outstanding remaining system revenue will be recognized accordingly.

The collectability assessment requires the company to use judgement and consider all relevant facts and circumstances. 

We evaluate the interest rates in customer contracts with extended payment terms, representing a significant financing component. These rates range from approximately 1% to 8% and we believe those to be appropriate market interest rates for the financing component.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Fair value estimates are at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and matters of significant judgment and therefore cannot be determined with precision. The Company considers the carrying values of its financial instruments to approximate fair value due to their short-term nature.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable / Allowance for credit losses

Accounts receivable are initially recorded at the invoiced amount and carried on the balance sheet at net realizable value as of each balance sheet date.  For receivables related to contracts that contain an interest rate, interest income is recorded upon receipt on the statements of operations.  We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable, and changes in such are classified as general and administrative expense in the Condensed Statements of Operations. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions.  Management believes that receivables, net of the allowance for credit losses, are fully collectable. Accounts receivable are written off when management determines collection is no longer likely. While the ultimate result may differ, management believes that any write-off not allowed for will not have a material impact on the Company’s financial position.  

Major Customers

The following table summarizes the Company's major customers' information for the three months ended September 30, 2023 and 2022:

The following table summarizes the Company's major customers' information for the nine months ended September 30, 2023 and 2022:

For the three month periods ending  September 30, 2023 and 2022, sales to customers in the United States represent 89.4% and 93.1%, of total revenues, respectively.  

A major customer is defined as any customer that represents at least 10% of revenue for a given period or 10% of outstanding account receivable at the end of a period.

Inventory

Inventory, consisting of finished goods, is stated at the lower of cost or net realizable value. The average cost method (which approximates the first in, first out method) is used to value inventory. Inventory is reviewed quarterly for the lower of cost or net realizable value and obsolescence. Any material cost found to be above net realizable value or considered obsolete is written down accordingly. Based on that evaluation, the Company had an obsolescence reserve of $8,799 and $2,273 at September 30, 2023 and  December 31, 2022, respectively.  The total inventory value was $2,768,908 and $1,560,175, as of  September 30, 2023 and  December 31, 2022, respectively, which included work -in-process of $370,527 and $396,880 as of  September 30, 2023 and  December 31, 2022, respectively, and the remaining amount is comprised of finished goods. At  September 30, 2023 and  December 31, 2022, the Company had $121,276 and $54,520 of prepaid inventory as a component of prepaid expenses, respectively.

Net Investment in Sales Type Lease

Net investment in leases are recognized when the Company's leases qualify as sales-type leases. The net investment in leases is initially measured at the present value of the fixed lease payments, discounted at the rate implicit in the lease. 

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets which range from two to five years. Repair and maintenance costs are expensed as incurred; major renewals and improvements are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income.

Long-lived Assets

The Company periodically assesses the recoverability of long-lived assets and certain identifiable intangible assets by reviewing for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset  may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Leases

The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.  Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company has elected to use the incremental borrowing rate in determining the present value of lease payments for all asset classes. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For lease agreements that contain both lease and non-lease components, the Company has elected to account for the lease and non-lease components as a single lease component. The Company has elected to not apply the requirements of ASC 842 for short-term leases. Short-term leases are defined as leases that, at the commencement date, have lease terms of twelve months or less.

Rent expense, including the effects of lease incentives, is recognized on a straight-line basis over the term of the lease.

Research and Development

Expenditures for research and development costs are expensed as incurred.  Research and development expense were $38,550 and $0 for the nine months ended September 30, 2023 and 2022, respectively, and are included in selling, general and administrative expenses on the condensed statements of operations.

Software Development Costs

We expense software development costs, including cost to develop software products to be sold, licensed or marketed to external users, before technological feasibility is reached.  Technological feasibility is typically reached shortly before the release of such products.  As a result, development costs that meet the criteria for capitalization were not material for nine months ended September 30, 2023 and 2022.

Basic and Diluted Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and restricted stock shares subject to vesting. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from the exercise were used to acquire shares of common stock at the average market price during the reporting period. Restricted stock shares are included in basic shares as of the beginning of the period in which the vesting conditions are satisfied. (See Note 8).

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires measurement and recognition of expected versus incurred credit losses for financial assets held. The measurement of expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The guidance is effective for annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods. The Company adopted ASU 2016-13 in 2023, using the modified retrospective approach with an immaterial impact to the Company's financial statements as of January 1, 2023.

Accounts receivable consisted of the following at:

A roll-forward of the Company’s allowance for credit losses for the nine month period ended September 30, 2023 presented are as follows:

In January 2021, the Company entered into a five year lease with a customer for hardware which had an implied interest rate of 6%.

At inception, the Company recorded $210,782 in "Net investment in sales type leases" and derecognized $139,521 from “Inventory" on its condensed balance sheet. The Company recognized $27,586 and $29,304 in profit from sales type leases in its condensed statements of operations for the nine months ended September 30, 2023 and 2022, respectively, as a result of the transaction. For the nine months ended September 30, 2023 and 2022 the Company recognized $5,014 and $7,370, respectively, of interest income in the Company's condensed statements of operations.

In  December 2022, the Company entered into a five year lease with a customer for hardware which had an implied interest rate of 6%.

At inception, the Company recorded a total $98,279 in "Net investment in sales type leases" and derecognized $46,533 from “Inventory" on its balance sheet. The Company recognized $11,468 in profit from sales type leases in its condensed statements of operations for the nine months ended September 30, 2023, as a result of the transaction. For the nine months ended September 30, 2023 the Company recognized $3,732 of interest income in the Company's condensed statements of operations.

The future minimum lease payments receivable for sales type leases are as follows:

The current portion of $61,026 and $59,173 are included in Current Assets on the condensed balance sheet as of September 30, 2023 and December 31, 2022, respectively, and the long term portion of $133,436 and $176,444 are included in Long-Term Assets on the condensed balance sheet as of September 30, 2023 and December 31, 2022, respectively.  The lease contains a purchase option at the conclusion of the lease, which the Company has determined does not meet the probability criterion.  The Company has not recorded an unguaranteed residual asset.

We lease space under non-cancelable operating leases for our three office locations. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions.

Our leases include one or more options to renew. The exercise of lease renewal options are included in our right of use assets and lease liabilities if they are reasonably certain of exercise.

On May 18, 2021, we extended our lease for the Minnesota location.  The term of the extension is 48 months expiring  July 31, 2025. On September 20, 2022, we extended our lease for the Oklahoma location.  The term of the extension is 36 months expiring August 31, 2025.  On August 24, 2023, we entered into a lease for the Nevada location.  The terms of the lease is 36 months expiring August 31, 2026.

Our leases do not provide an implicit rate; we use our incremental borrowing rate of 8.25% which is based on the information available at the date of adoption in determining the present value of the lease payments.

For the three months and nine months ended September 30, 2023 and 2022, the cost components of our operating leases were $14,727 and $15,662 and $ 43,852 and $ 48,237, respectively

Maturities of our lease liabilities for all operating leases are as follows as of September 30, 2023:

The weighted average remaining lease term equals 2.5 years as of September 30, 2023.

Revolving Credit Line

The Company has a revolving credit line of up to $500,000 that expires on February 1, 2024. The line of credit is collateralized by all receivables, inventory, equipment, and general intangibles of the Company. The Company had no borrowings under the credit line during the nine months ended September 30, 2023. Interest on outstanding borrowings is payable monthly and charged at the Prime Rate, which was 8.25%, subject to a floor of 3.75% during the nine months ended  September 30, 2023.

Cash Dividend

On November 3, 2023, Table Trac Inc. announced that its Board of Directors declared a cash dividend of $0.01 per share on the company’s common stock. The dividend will be payable on December 22, 2023, to shareholders of record at the close of business on December 1, 2023.

Stock Compensation

On March 8, 2021, the Company awarded 15,200 Restricted Stock shares to employees out of treasury stock. These shares were subject to a two year vesting period.  Grant date fair value of $45,300 was recognized over the vesting period as stock compensation expense as a component of selling, general and administrative expense.

On  May 14, 2021, the Board of Directors of Table Trac, Inc. approved the 2021 Stock Incentive Plan (the "Plan").  The Plan provides for the issuance of incentive and other equity-based awards to its employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the OTCQX Exchange at closing on the trading day of the date of award. The Company had 500,000 shares initially available for grant.

On  May 14, 2021, the Board of Directors of Table Trac, Inc. awarded 70,000 stock options as follows:  20,000 to Chad Hoehne; 20,000 to Robert Siqveland and 30,000 to Randy Gilbert. These shares are subject to a vesting schedule as follows: 25% immediately and 25% in each subsequent year. Grant date fair value of $128,726 will be recognized over the vesting period as stock compensation expense as a component of selling, general and administration expense.

On  December 17, 2021, management of Table Trac, Inc. awarded 15,000 options to be distributed to most of its current employees.  These options vested immediately. Grant date fair value of $22,919 was recognized during 2021 as stock compensation expense as a component of selling, general and administration expense.

On  March 25, 2022, the Board of Directors of Table Trac, Inc. awarded Randy Gilbert 87,500 Restricted Stock shares and Robert Siqveland 12,500 Restricted Stock shares. These shares are subject to a five-year vesting schedule as follows: 20,000 shares vest annually beginning on  March 25, 2023.  Grant date fair value of $349,000 will be recognized ratably over the vesting period as stock compensation expense as a component of selling, general and administration expense.

On  December 15, 2022, Robert Siqveland agreed to and accepted a separation agreement from the Company. Included in this agreement were terms which immediately vested the remaining unvested 12,500 Restricted Stock shares from the  March 25, 2022 grant and the unvested stock options to purchase 20,000 shares that were awarded to him on  May 14, 2021.  In addition, this agreement modified the exercise period of the stock options which now expire on  March 31, 2024.  This was determined to be a modification under ASC 718 and the incremental compensation costs of $39,000 and $37,000, respectively, for the restricted stock and options were recognized immediately in 2022 as a component of selling, general and administrative expenses.  Lastly, Mr. Siqveland will receive twelve months of severance in two payments.  $100,500 on  April 15, 2023 and $33,500 on  January 15, 2024.  An accrual for these payments including the employer's payroll taxes totaling $34,750 and $141,500 was recorded as of September 30, 2023 and December 31, 2022, respectively.

On  December 16, 2022, management of Table Trac, Inc. awarded 16,500 stock options to be distributed to most of its current employees.  These options vested immediately. Grant date fair value of $37,969 was recognized during 2022 as stock compensation expense as a component of selling, general and administration expense.

On March 12, 2023, the Company awarded 10,000 Restricted Stock shares to an employee out of treasury stock. These shares are subject to a three year vesting period.  Grant date fair value of $50,500 will be recognized over the vesting period as stock compensation expense as a component of selling, general and administrative expense. 

On September 30 2023, the Company awarded 1,877 Restricted Stock shares to a non-employee out of treasury stock. These shares are subject not subject to a vesting period.  Grant date fair value of $7,620 will be recognized as legal expense as a component of selling, general and administrative expense.

The Company has 80,000 shares of restricted stock outstanding as of September 30, 2023. There were 115,200 shares of restricted stock outstanding at September 30, 2022.  

For the three months and nine months ending  September 30, 2023 and 2022, the Company recorded compensation expense related to restricted stock granted of $19,478 and $23,122 and $58,432 and $13,006, respectively as a component of selling, general and administrative expenses.  

For the three months and nine months ending  September 30, 2023 and 2022, the Company recorded compensation expense related to stock options granted of $5,746 and $8,045 and $17,240 and $8,045, respectively as a component of selling, general and administrative expenses.  

The fair value of the Company’s stock options issued was estimated using a Black-Scholes option pricing model with the following weighted-average assumptions:

The unvested stock compensation expense is expected to be recognized over a weighted average period of approximately three years. As of  September 30, 2023 and 2022, the remaining unrecognized stock compensation expense for stock options and restricted stock was approximately $268,880 and $376,080, respectively.

The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2023:

The following table summarizes the activity of all stock options outstanding for the nine months ending  September 30, 2023 and 2022.

The Company accounts for income taxes by following the asset and liability approach to accounting for income taxes. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of the tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. Management believes that any write-off not allowed for will not have a material impact on the Company’s financial position.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Based on its evaluation, the Company believes that it has no significant unrecognized tax positions. The Company’s evaluation was performed for the tax years ended December 31, 2018 through 2021, which are the tax years that remain subject to examination by major tax jurisdictions as of September 30, 2023. The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to its financial results. In accordance with current guidance, the Company classifies interest and penalties as income tax expense as incurred.

The Company computes earnings per share under two different methods, basic and diluted, and presents per-share data for all periods in which statements of operations are presented. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding.

The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022:

For the three and nine month period ended September 30, 2023 and 2022, there were common stock equivalents that had a dilutive effect of approximately 53,500 and 44,700 and 58,300 and 38,600 shares, respectively.  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth below should be read in conjunction with our unaudited financial statements, and notes thereto, contained in this Quarterly Report on Form 10-Q, as well as our audited financial statements, and notes thereto, contained in our Form 10-K filed with the SEC on March 27,2023 relating to our year ended December 31, 2022.

Forward-Looking Statements

Some of the statements made in this section of our report are forward-looking statements. These forward-looking statements generally relate to and are based upon our current plans, expectations, assumptions and projections about future events. The words “anticipate,” “intend,” “plan,” “believe,” “could,” “project,” “estimate,” “expect,” “strategy,” “likely,” “may,” “should,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  Our management currently believes that the various plans, expectations, and assumptions reflected in or suggested by these forward-looking statements are reasonable.  Nevertheless, all forward-looking statements involve risks and uncertainties and our actual actions or future results may be materially different from our plans, objectives or expectations, or our assumptions and projections underlying our present plans, objectives and expectations, as a result of many factors, including, but not limited to, those set forth under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in our other filings with the Securities and Exchange Commission.

In light of the foregoing, prospective investors are cautioned that the forward-looking statements included in this filing may ultimately prove to be inaccurate - even materially inaccurate.  Because of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation or warranty by Table Trac or any other person that our objectives, plans, expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever.

General Overview

Table Trac, Inc. is a Nevada corporation, formed on June 27, 1995, with its principal office in Minnetonka, Minnesota.

The Company has developed and patented (U.S. patent # 5,957,776) a proprietary information and management system (called our “Table Trac” system) that automates and monitors the operations of casino table game operations. In addition to its table games management system, Table Trac has been adding functionality to related casino system modules for guest rewards and loyalty club, marketing analysis, guest service, promotions, administration / management, vault / cage management and audit / accounting tasks. Aggregated together, all of these modules have become the “Casino Trac” product, a full-featured Casino Management System (CMS) offering what we believe to be a powerful combination of value, efficiency and reliability for casinos seeking to add or upgrade their casino systems.

In August of 2022 and September of 2020, the Company was granted Patents (U.S. patent #11,417,169) on its April 2017 application 16/984755 “SYSTEMS AND METHODS OF FACILITATING INTERACTIONS BETWEEN AN ELECTRONIC GAMING MACHINE, GAME PLAYER, AND A CONTROL SYSTEM” and (U.S. patent #10,769,885 B2) on its April 2017 application 15/946,227 “SYSTEMS AND METHODS OF FACILITATING INTERACTIONS BETWEEN AN ELECTRONIC GAMING MACHINE, GAME PLAYER, AND A CONTROL SYSTEM”. 

In June of 2021 the Company was granted a Patent (U.S. patent #11,024,116) on its May 2020 application 16/884731 “DYNAMIC AUTOMATED SOCIAL DISTANCING ON ELECTRONIC GAMING MACHINES”.  In addition, the Company renewed its Trademark claim for “Table Trac” which was granted July 31, 2018 Reg. No. 5,529,779 and made a new Trademark claim on its “CasinoTrac” brand which is pending.

The Company sells systems and technical support to casinos. The open architecture of the Table Trac system is designed to provide operators with a scalable and flexible system that can interconnect and operate with most third-party software or hardware. Key products and services include modules designed to drive player tracking programs and kiosk promotions, as well as vault and cage controls. The Company’s systems are designed to meet strict auditing, accounting and regulatory requirements applicable to the gaming industry. The Company has developed a patented, real-time system that automates and monitors the operations of casino gaming tables. The Company continues to increase its market share by expanding its product offerings to include new system features, and ancillary products.

During the third quarter of 2023, the Company delivered four systems and our exclusive supplier installed our system in multiple locations in Australia.  At the end of the quarter, the Company had casino management systems, table games management systems and ancillary products installed with on-going support and maintenance contracts with over 100 casino operators in over 275 casinos worldwide.  Sales to customers in the United States represented 89.4% of the Company’s total revenues for the three month period ending September 30, 2023.

Results of Operations – Three Months Ended September 30, 2023 Compared to Three months ended September 30, 2022

During the three months ended September 30, 2023, income from operations was $115,141 compared to $342,115, for the three months ended September 30, 2022. The major components of revenues, cost of sales and selling, general and administrative expenses, and the reasons for changes in each, are discussed below.

Revenues

Revenues totaled $ 1,836,204 for the three months ended September 30, 2023 compared to $ 2,301,329, for the three months ended September 30, 2022.  

Refer to Note 1 – Revenue, including disaggregated revenues by major product line table, and Major Customers

During the three months ended September 30, 2023, the Company delivered four new system and our exclusive supplier installed our system in multiple locations in Australia. During the same period in 2022, the Company delivered three systems and expanded one existing customer and our exclusive supplier installed our system in multiple locations in Australia.

Cost of Sales and Gross Profit

Cost of sales decreased to $428,800 for the three months ended September 30, 2023 from $865,684, for the three months ended September 30, 2022 due to the Company installing smaller systems during the three months ended September 30, 2023.  The following table summarizes our cost of sales for the three months ended September 30, 2023 and 2022, respectively:

The Company’s gross profit was 76.6% and 62.4% for the three months ended September 30, 2023 and 2022, respectively.  This increase, as noted above, is a result of the Company receiving timely systems payments from customers who are on the cash basis.  All cost associated with the cash customers were recognized in 2022. 

Selling, General and Administrative Expenses

For the three months ended September 30, 2023, selling, general and administrative expenses were $1,292,263 compared to $1,093,530 for the same period in 2022.  This increase is a result of increased payroll related cost.

Interest Income

For the three months ended September 30, 2023, interest income was $78,857 compared to $26,511 for the same period in 2022. This increase was primarily due to the increase in interest earned in our cash and cash equivalent bank accounts.

Tax Provision

The income tax expense for the three months ended September 30, 2023 was $22,000 as compared to a benefit of $78,500, for the three months ended September 30, 2022. The effective rate fluctuates significantly due to fluctuations in periodic net income, changes in state apportionment rates and availability of research and development and foreign tax credits.

Net Income

Income before taxes for the three months ended September 30, 2023 was $193,998 compared to income before taxes for the three months ended September 30, 2023 of $368,626.  Net income for the three months ended September 30, 2023 was $ 171,998 compared to net income of $ 290,126 for the three months ended September 30, 2022. The basic and diluted income per share was $ 0.04, compared to basic and diluted income per share of $ 0.06 for the three months ended September 30, 2023 and 2022, respectively.

Results of Operations – Nine Months Ended September 30, 2023 Compared to Nine months ended September 30, 2022

During the nine months ended September 30, 2023, income from operations was $1,120,477 compared to income from operations of $1,669,634, for the nine months ended September 30, 2022. The major components of revenues, cost of sales and selling, general and administrative expenses, and the reasons for changes in each, are discussed below.

Revenues

Revenues totaled $ 6,575,206 for the nine months ended September 30, 2023 compared to $ 8,112,167, for the nine months ended September 30, 2022.  

Refer to Note 1 – Revenue, including disaggregated revenues by major product line table, and Major Customers

During the nine months ended September 30, 2023, the Company delivered nine new system, expanded two existing customer and our exclusive supplier installed our system in multiple locations in Australia. During the same period in 2022, the Company delivered twelve systems and expanded one existing customer and our exclusive supplier installed our system in multiple locations in Australia.

Cost of Sales and Gross Profit

Cost of sales decreased to $ 1,417,148 for the nine months ended September 30, 2023 from $3,129,197, for the nine months ended September 30, 2022 due to is a result of the Company recognizing all incurred costs for the two installed systems, during the three months ended June 30, 2022, for which revenue recognition collectability criterion was not met.   The following table summarizes our cost of sales for the nine months ended September 30, 2023 and 2022, respectively:

The Company’s gross profit was 78.4% and 61.5%, for the nine months ended September 30, 2023 and 2022, respectively.  This increase, as noted above, is a result of the Company receiving systems payments from customers who are on the cash basis have been timely with their payments.  All cost associated with the cash customers were recognized in 2022.

Selling, General and Administrative Expenses

For the nine months ended September 30, 2023, selling, general and administrative expenses were $4,037,581 compared to $3,313,336 for the same period in 2022.  This increase is a result of increased payroll related cost and an increase in sales and travel expenses.

Interest Income

For the nine months ended September 30, 2023, interest income was $251,479 compared to $82,897 for the same period in 2022. This increase was primarily due to the increase in interest earned in our cash and cash equivalent bank accounts.

Tax Provision

The income tax expense for the nine months ended September 30, 2023 was $297,000 as compared to $453,500, for the nine months ended September 30, 2022. The effective rate fluctuates significantly due to fluctuations in periodic net income, changes in state apportionment rates and availability of research and development and foreign tax credits.

Net Income

Income before taxes for the nine months ended September 30, 2023 was $1,376,239 compared to income before taxes for the nine months ended September 30, 2022 of $1,763,142.  Net income for the nine months ended September 30, 2023 was $ 1,079,239 compared to net income of $ 1,309,642 for the nine months ended September 30, 2022. The basic and diluted income per share was $ 0.24 and $0.23, respectively, compared to basic and diluted income per share of $ 0.29 for the nine months ended September 30, 2023 and 2022, respectively.

Backlog

The Company’s backlog generally consists of incomplete system installations and expansion of offerings for currently installed and supported systems.

The Company had five projects in its backlog at September 30, 2023. The Company had eleven projects in its backlog as of September 30, 2022.  As of the filing date of this report, the Company has signed two additional new contracts.

The Company is currently serving gaming establishments in sixteen U.S. states, as well as countries in Central and South America, the Caribbean and Australia. The Company aims to pursue further opportunities and strategic partnerships.

Liquidity and Capital Resources

Management believes that the Company has adequate cash to meet its obligations and continue operations for both existing customer contracts and ongoing product development for at least the next 12 months from the date of this filing.  The Company has a $500,000 line of credit.  As of September 30, 2023, there were no borrowings outstanding under the line of credit.  The Company’s primary sources of liquidity are cash and cash equivalents, receivables and future cash generated from operations.  As of September 30, 2023, the Company had total cash and cash equivalents of $4,412,980.  Management is not aware of any trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way.

Net cash equivalents used by operations for the nine months ended September 30, 2023 was $(259,189) compared to $(271,955) for the nine month period ending September 30, 2022. This decrease was a result of a number of factors including a decrease in accounts receivable and customer deposits, offset partially by an increase in inventory and prepaid expenses. 

For the nine months ended September 30, 2023 net cash used in investing activities was $25,109, a result of capital expenditures in connection with outfitting the new Nevada office. 

For the nine months ended September 30, 2023 net cash used in financing activities was $89,645, which was the primarily the payment of cash dividends. 

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

As of September 30, 2023, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were not effective because of the identification of a material weakness in its design of controls over accounting and reporting of significant, non-recurring events, and complex transactions for the year ended December 31, 2022. Remediation efforts have already been implemented which primarily consists of engaging an accounting expert to assist with the accounting for significant, non-recurring events and complex transactions. We will consider this material weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively, which management expects to be completed by December 31, 2023.

Changes in Internal Control over Financial Reporting

Except for the matters described above, there were no other changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully review the risks discussed in our Annual Report on Form 10-K filed with the SEC on March 27, 2023 relating to our year ended December 31, 2022 before making an investment decision.  The risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2022 do not include all of the risks that we face, and there may be additional risks or uncertainties that are currently unknown or not believed to be material that occur or become material. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 6. Exhibits

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, thereunto duly authorized.