Galaxy Gaming Inc., the world’s largest independent developer and distributor of casino table games and technology announced, at a special meeting of its stockholders held on November 12, 2024 (the Special Meeting), Galaxy Gaming stockholders voted to approve the Company’s acquisition by Evolution Malta Holding Limited (Evolution), Evolution AB (publ)’s wholly owned subsidiary.

Galaxy Gaming will file a Form 8-K with the U.S. Securities and Exchange Commission reporting the final voting results of the Special Meeting.

The transaction is expected to close mid-2025 and is subject to customary closing conditions, including the receipt of regulatory approvals. Upon completion of the transaction, Galaxy Gaming will become a privately held company and shares of Galaxy Gaming common stock will no longer be listed on any public market.

Galaxy Gaming has appointed Steve Kopjo as the company’s new Chief Financial Officer. Amid an impressive career in the gaming industry, Kopjo joins Galaxy Gaming on May 28, bringing extensive experience from senior finance and accounting positions held at various publicly traded gaming companies. With a proven track record of success, Kopjo is set to assume a pivotal role on the Executive leadership team, steering Galaxy Gaming through its next phase of growth and evolution.

With over 15 years of experience in the gaming industry, Kopjo began his career at Ernst & Young as an auditor for casino operators, acquiring his CPA license. Kopjo developed an eclectic skillset in Technical Accounting, Investor Relations, Corporate Finance, and Mergers & Acquisitions through a series of roles with both operators and suppliers, including SHLF entertainment, Wynn Resorts, Play AGS, and most recently as Vice President of Finance at Everi Holdings. Kopjo was a key member of the Play AGS team that led the company’s successful IPO in 2018. At Everi Holdings since 2021, he managed debt restructuring, investor relations, FP&A, and board of director communications, and played a pivotal role in several successful mergers and acquisitions.

The appointment of Kopjo represents a significant move for Galaxy Gaming, as the Company looks to maintain its recent momentum while transitioning long-serving CFO, Harry Hagerty, to a Strategic Advisor role, from which he will continue to serve the company as a resource and contributor on strategic initiatives. Galaxy has been fortunate to have had Hagerty in the CFO role for the past seven years, during which he helped the company grow while negotiating the redemption of the founder and helping to weather the COVID-19 pandemic.

“We are thrilled to welcome Steve as the latest casino gaming expert to join our talented and ambitious Galaxy Gaming team. His experience, leadership, work ethic, and contagious energy will without a doubt contribute to our continued growth and success. While it is never easy to replace someone like Harry Hagerty, we are proud of how we have supported his transition from a full-time C-suite role and continue to leverage his valuable experience as a strategic advisor,” Matt Reback, President and CEO at Galaxy Gaming, said.

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“I’ve known Steve for years as a versatile finance professional with a history of navigating complex financial landscapes, executing successful merger and acquisition transactions, optimizing resource allocation through financial, planning and analysis, cultivating strong investor relationships, and ensuring precision in technical accounting. His skills and personality are a strong fit for Galaxy Gaming,” Reback added.

“I was honored to be considered and ultimately selected for this role by Galaxy Gaming. I am excited to join a company with such a respected board of directors, talented leadership team, and robust business foundation. I have watched Galaxy Gaming from afar and always believed it was poised for continued growth, further solidifying its leading position in the gaming industry. I can’t wait to join the team and support the commitment to strategic product innovation. I look forward to bringing my experience to bear as we explore ways to maximize shareholder value, ensuring Galaxy Gaming remains at the forefront of industry excellence,” Steve Kopjo said.

Galaxy Gaming, Inc., a developer and distributor of casino table games and enhanced systems for land-based casinos and iGaming content, announced its financial results for the quarter ended March 31, 2024.

Financial Highlights

Q1 2024 vs. Q1 2023

• Revenue (net) increased 8% to $8,001K, a record
  • Revenue (gross) increased 18% to $9,660K, a record
• Net income increased 89% to $209K
• EBITDA increased 7% to $3,009K
  • Adjusted EBITDA increased 3% to $3,171K

Balance Sheet Changes (vs. December 31, 2023)

• Cash increased 5% to $17,487K
• Total long-term debt¹ (gross) decreased to $58,187K from $58,431K
• Stockholders’ deficit decreased to $(17,899)K from $(18,243)K

Executive Comments

“The first quarter of 2024 showed continued growth at the top and bottom lines,” said Matt Reback, President and CEO. “Both gross and net revenue were records, and by significant margins.   And our Adjusted EBITDA was just shy of the record achieved in Q2 23, when we had $1.6 million in perpetual license sales as compared to $805 thousand in Q1 24. While sales of perpetual licenses were higher than we had planned in Q1 24, they were lower than last year and we remain principally reliant on recurring license revenue, which was 92% of gross revenue in Q1 24 as compared to 85% in Q1 23.

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“In the Core sector of our business, Gross Revenue for the quarter was up $1.0 million (20%) and Net Revenue grew by $225 thousand (+4%). Our distribution of EZ Baccarat^®, which commenced in September 2023, accounted for the bulk of the increase in recurring license revenue in our Core sector. Also, our GOS product continues to gain momentum with over 100 installations, and development of GOS 2.0 continues on schedule for release later this year. In our iGaming sector, revenues were up 14% on a gross basis and 16% after netting out royalties.

“We have been hard at work on product development under the leadership of Michael Ratner, and I expect that we will have some interesting product innovation news to announce in the coming months.” concluded Reback. “This has been a principal area of focus for me since I joined Galaxy late last year and I am proud of the momentum our entire product team is gaining.”

“We were cash flow positive in the quarter and ended with $17.5 million in cash,” added CFO Harry Hagerty. “Our loan from Fortress Credit Corp. requires our net leverage not to exceed 5.0x at any of the quarter-ends in 2024, and at the end of Q1 we were at 3.8x, comfortably in compliance. It remains our intention to reduce our net leverage by focusing on both EBITDA growth and debt reduction and to pursue sensible refinancing opportunities.

“Our Q1 2024 results strongly support the guidance that was given when we released our Q4 2023 earnings. However, we will wait until we have Q2 results in hand and better visibility into the second half of the year before considering whether any changes to guidance would be appropriate. As stated previously, our guidance assumes no impact to our business from the wars in Ukraine and the Middle East, no economic recession or pandemic, and is a Forward-Looking Statement subject to our safe harbor language below. Finally, the forecast is based on currency exchange rates that we experienced in the fourth quarter of last year.”