Item 2.02. Results of Operations and Financial Condition.
On January 18, 2022, PlayAGS, Inc. (the "Company") issued a press release
providing preliminary estimated financial and operating data for the fourth
quarter and fiscal year ended December 31, 2021. In the press release, the
Company also announced that it is exploring a refinancing of its revolving
credit facility and term loan credit facilities, which may include increasing
the size of the Company's revolving credit facility, extending its debt
maturities and using a material amount of cash on the Company's balance sheet
that could exceed $50 million in connection with such refinancing. Additionally,
the Company announced in the press release that it is targeting to reach a net
leverage ratio of less than 4.0x by December 31, 2022. The Company's net
leverage ratio target does not contemplate, nor is it dependent upon, a
refinancing of its outstanding indebtedness.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
On January 18, 2022, the Company also made available a presentation, which
includes preliminary estimated financial and operating data for the fourth
quarter and fiscal year ended December 31, 2021 (the "Presentation"). Certain
slides of the Presentation are available on the Company's website.
The information in this Item 2.02, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in this Item 2.02 shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure
The information furnished under Item 2.02 above is incorporated into this Item
7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in this Item 7.01 shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
****
The information for the fourth quarter and fiscal year ended December 31, 2021
included in this Current Report on Form 8-K, including Exhibit 99.1 hereto
referenced below (collectively, the "Current Report"), is preliminary, has been
prepared by the Company's management, has not been reviewed or audited by the
Company's auditors and represents the best estimates of management based on the
information available to them as of the date of this Current Report. The Company
is in the process of completing its audit for the fiscal year ended December 31,
2021 and currently anticipates releasing its 2021 fourth quarter and full year
results on March 10, 2022, after the market close. As a result, the information
for the fourth quarter and fiscal year ended December 31, 2021 included in this
Current Report is subject to adjustments, and it is possible that the Company's
actual reported financial results may differ from the estimates included in this
Current Report due to the completion of audit procedures and final adjustments
that may arise between now and the time the Company's financial results for the
fourth quarter and fiscal year ended December 31, 2021 are finalized, audited
and reported. The Company cannot provide any assurances to you that when the
estimated financial information for the fourth quarter and fiscal year ended
December 31, 2021 presented in this Current Report is finalized, audited and
reported, that such financial information will not be materially different from
the information presented herein.
The information in this Current Report contains forward-looking statements based
on management's current expectations and projections, which are intended to
qualify for the safe harbor of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include statements regarding the public offering and
other statements identified by words such as "believe," "will," "may," "might,"
"likely," "expect," "anticipates," "intends," "plans," "seeks," "estimates,"
"believes," "continues," "projects," "targets' and similar references to future
periods, or by the inclusion of forecasts or projections. All forward-looking
statements are based on current expectations and projections of future events.
These forward-looking statements reflect the current views, models, and
assumptions of the Company, and are subject to various risks and uncertainties
that cannot be predicted or qualified and could cause actual results in the
Company's performance to differ materially from those expressed or implied by
such forward looking statements. These risks and uncertainties include, but are
not limited to, the ability of the Company to maintain strategic alliances, unit
placements or installations, grow revenue, garner new market share, secure new
licenses in new jurisdictions, successfully develop or place proprietary
product, comply with regulations, have its games approved by relevant
jurisdictions, the effects of COVID-19 on the Company's business and results of
operations, and other factors set forth under "Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 4, 2021. All forward-looking statements made herein are
expressly qualified in their entirety by these cautionary statements and there
can be no assurance that the actual results, events or developments referenced
herein will occur or be realized. Readers are cautioned that all forward-looking
statements speak only to the facts and circumstances present as of the date of
this Current Report. The Company expressly disclaims any obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Document
99.1 Press Release dated January 18, 2022, issued by the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses