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Galaxy Gaming Announces Completion of Settlement with Triangulum

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LAS VEGAS, Nov. 15, 2021 (GLOBE NEWSWIRE) — Galaxy Gaming, Inc. (OTCQB: GLXZ), a developer and distributor of casino table games and enhanced systems for land-based casinos and iGaming (the “Company”), announced that it entered into a Term Loan Credit Agreement with Fortress Credit Corp., the proceeds of which were used, among other things, to pay the settlement amount in full to Triangulum Partners, LLC and Robert Saucier (collectively “Triangulum”). As a result of such payment (and the fulfillment of other conditions), the Settlement Agreement with Triangulum and the other parties thereto (the “Settlement Agreement”) is in full force and effect.

Fortress Credit Agreement

On November 15, 2021, the Company entered into a Term Loan Credit Agreement (the “Fortress Credit Agreement”) with Fortress Credit Corp. as administrative agent, collateral agent and lender (and other related agreements). Pursuant to the Fortress Credit Agreement, the Company borrowed $60.0 million of senior secured term loans, the gross loan proceeds being used as follows: approximately $39.5 million was paid to Triangulum as full payment of the settlement amount pursuant to the Settlement Agreement, approximately $11.1 million was used to repay in full the Company’s Main Street and Nevada State Bank loans, and approximately $4.1 million was used to pay fees and expenses. The remaining approximately $5.3 million was added to the Company’s cash on hand.

The loans under the Fortress Credit Agreement bear interest at a rate equal to, at the Company’s option, either (a) LIBOR (or a successor rate, determined in accordance with the Fortress Credit Agreement) plus 7.75%, subject to a reduction to 7.50% upon the achievement of a net leverage target or (b) a base rate determined by reference to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as determined by reference to The Wall Street Journal’s “Prime Rate” and (iii) the one-month adjusted LIBOR rate plus 1.00%, plus 6.75%, subject to a reduction to 6.50% upon the achievement of a net leverage target. The loan has a final maturity of November 15, 2026. The obligations under the Fortress Credit Agreement are guaranteed by the Company’s subsidiaries and are secured by substantially all of the assets of the Company and its subsidiaries. The Fortress Credit Agreement requires, among other things, amortization payments of $150,000 per quarter and includes an annual sweep of 50% of excess cash flow.

In connection with entering into the Fortress Credit Agreement, the Company also issued warrants to purchase a total of up to 778,320 shares of the Company’s common stock to certain affiliates of Fortress at a price per share of $0.01. The warrants are exercisable at any time, subject to certain restrictions.

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The foregoing is qualified in its entirety by reference to the Fortress Credit Agreement and the warrants, copies of which will be filed as exhibits to the 8-K filed in connection with this press release.

Macquarie Capital acted as financial advisor to Galaxy in connection with the financing.

Executive Comments

“The Fortress transaction and the resulting satisfaction of the Settlement Agreement are a major achievement for Galaxy,” stated Todd Cravens, Galaxy’s President and CEO. “The expense and uncertainty of the Triangulum litigation are behind us, allowing us to focus all of our efforts on customers, products and business development. We appreciate the confidence in us that Fortress has shown, and we look forward to a mutually rewarding relationship. Finally, we are very grateful for the support that Nevada State Bank gave us during the three-plus years of our lending relationship with them, and we look forward to continuing our relationship on the treasury side.”

“Galaxy has demonstrated resilience and discipline through the challenges of COVID, and we believe the company is well-positioned to capitalize on opportunities for growth and value creation in the gaming space,” said Josh Pack, Fortress Managing Partner and co-CIO of its Credit business. “We are very pleased to provide Galaxy with a capital solution that will resolve litigation and related uncertainty, positioning the company for meaningful upside as the recovery from COVID closures continues.”

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Forward-Looking Statements

Certain statements in this release 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.

About Galaxy Gaming

Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, and cruise ship and casinos worldwide. In addition, through its wholly owned subsidiary, Progressive Games Partners LLC, Galaxy licenses proprietary table games content to the online gaming industry. Connect with Galaxy on Facebook, YouTube and Twitter.

Contact:

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Media:         Phylicia Middleton (702) 936-5216
Investors:    Harry Hagerty (702) 938-1740

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Galaxy Gaming® Highlights Galaxy Operating System™ and EZ Baccarat® at IGA 2024

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LAS VEGAS, April 02, 2024 (GLOBE NEWSWIRE) — Galaxy Gaming, Inc. (OTC: GLXZ), the world’s leading independent developer and distributor of casino table games and technology, will showcase their innovative new table game operating system and player-favorite table games at this year’s Indian Gaming Association (“IGA”) Trade Show & Convention from April 10 – 11 in booth 770 at Anaheim Convention Center.

President and CEO of Galaxy Gaming, Matt Reback shared his excitement, stating, “We look forward to showcasing our premier table games and innovative solutions with our tribal partners at IGA 2024. We’re proud to offer the largest library of category-leading brands that players love enhanced by technology to elevate their gaming experience. This powerful combination can transform the gaming floor for operators.”

Galaxy Operating System™ – The Smartest Table Management System

Upgrade your casino floor with Galaxy Operating System (GOS), the cutting-edge game management system of the future. Boasting innovative progressive jackpot options, eye-catching Nebula LED sensors, and groundbreaking digital tracking capabilities, GOS is a pioneer and the best way for operators to offer enhanced table games on their floors.

GOS’ flexible electronic bonusing platform powers the world’s first Dynamic Progressive. Unlike any other progressive, Dynamic Progressive blends our most popular games with an exhilarating experience for those players looking for a thrill by adding volatility to the game without changing the play experience on the player-favorite base game. Visit the Galaxy Gaming booth to see the latest version of Dynamic Progressive complete with new themes, animations, and celebrations.

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The Smart Bet – Galaxy Gaming’s Ultimate Table Games Library

Boasting the most robust table games library in the industry, Galaxy Gaming fuses established classics with exciting novelties. Level up your casino floor with player favorites like 21+3®, Perfect Pairs®, and Heads Up Hold’em® now amplified with Dynamic Progressive™, powered by GOS™. Don’t miss the #1 commission-free baccarat brand in North America, EZ Baccarat® now featuring the exciting new Panda 8 and Dragon 7 Progressive – the newest baccarat progressive on the market offering an individual jackpot.

Also featured in-booth is Roulette Up™, an inventive game with an optional side bet and progressive wager where players can wager that the outcome will provide an increasing sequence from each spin. Tracking is now seamless, with GOS powering digital tracking for the Roulette Up progressive wager.

Operators are invited to explore the possibilities at booth 770 and discover how Galaxy can elevate their gaming operations.

About Galaxy Gaming 
Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative games, bonusing systems, and technology solutions to physical and online casinos worldwide. Galaxy Gaming offers games proven to perform developed by gaming experts and backed by the highest level of customer support. Galaxy Gaming Digital is the world’s leading licensor of proprietary table games to the online gaming industry. Connect with Galaxy Gaming on Facebook, YouTube, Instagram, and Twitter. 

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This press release contains, and oral statements made from time to time by our representatives may contain, 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 identified by words such as “believe,” “will,” “may,” “might,” “likely,” “expect,” “anticipates,” “intends,” “plans,” “seeks,” “estimates,” “believes,” “continues,” “projects” 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 Galaxy Gaming, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in Galaxy Gaming’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 Galaxy Gaming to enter and maintain strategic alliances, product placements or installations in land based casinos or grow its iGaming business, garner new market share, secure licenses in new jurisdictions or maintain existing licenses, successfully develop or acquire and sell proprietary products, comply with regulations, including changes in gaming related and non-gaming related statutes and regulations that affect the revenues of our customers in land-based casino and, online casino markets, have its games approved by relevant jurisdictions, and adapt to changes resulting from the COVID-19 or other pandemics including without limitation, government imposed shut downs, travel restrictions and supply chain interruptions, unfavorable economic conditions in the US and worldwide, our level of indebtedness, restrictions and covenants in our loan agreement, dependence on major customers, protection of intellectual property and our ability to license the intellectual property rights of third parties, failure to maintain the integrity of our information technology systems, including without limitation, cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business, and other factors. 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 report. Galaxy Gaming expressly disclaims any obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise.

Actual results could differ materially from those expressed or implied in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent known and unknown risks and uncertainties. You should not assume at any point in the future that the forward-looking statements in this report are still valid. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances.

Contact: 

Media: 
Phylicia Middleton (702) 938-1753 
Investors:         
Harry Hagerty (702) 938-1740 

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Other OTC:GLXZ

Galaxy Gaming Announces its Annual Meeting of Stockholders For 2024-

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LAS VEGAS, March 27, 2024 (GLOBE NEWSWIRE) — Galaxy Gaming, Inc. (OTCQB: GLXZ) (“Galaxy” or the “Company”), a developer and distributor of online and land-based casino table games and enhanced systems, announced today that its annual meeting of stockholders will be held virtually on May 29, 2024, for stockholders of record as of April 2, 2024. The Notice of Stockholders Meeting will be provided to stockholders of record as of April 2, 2024, in accordance with applicable statutes and regulations.

Forward-Looking Statements

Certain statements in this release 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.

About Galaxy Gaming

Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, and cruise ship casinos worldwide. In addition, directly and through its wholly owned subsidiary, Progressive Games Partners LLC, Galaxy licenses proprietary table games content to the online gaming industry. Connect with Galaxy on Facebook, YouTube and Twitter.

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Contact:

Media:   Phylicia Middleton (702) 936-5216
Investors:   Harry Hagerty (702) 938-1740

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Galaxy Gaming Provides Update to Earnings Release

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LAS VEGAS, March 26, 2024 (GLOBE NEWSWIRE) — Galaxy Gaming, Inc. (OTCQB: GLXZ), a developer and distributor of casino table games and enhanced systems for land-based casinos and iGaming content, announced corrections to certain financial information provided in the earnings release issued on March 25, 2024.

In the table that provided guidance for fiscal 2024, the growth rate for Net Revenue was miscalculated. The calculated growth rate at the midpoint of the guidance range is 6.1%, not the 2.4% that was in the original release. A corrected table is presented below.

(mm) 2023 Actual   2024 Range   Midpoint Change
Recurring License Revenue $ 28.0     $34.0 – $35.0   23.2 %
Sale of Perpetual Licenses   3.7     1.0 – 1.5   (66.2 )%
Gross Revenue $ 31.7     $35.0 – $36.5   12.8 %
Royalties Netted against Gross Revenue   (3.9 )   (6.0 – 6.5)   60.3 %
Net Revenue $ 27.8     $29.0 – $30.0   6.1 %
           
Adjusted EBITDA4 $ 10.6     $12.0 – $13.0   17.9 %
 

In the Disaggregation of Revenue table in Exhibit 1, Recurring License Revenue in GG Digital for Q4 2022 was incorrect. That error flowed through to the consolidated revenue figures for that period. A corrected Exhibit 1 is attached hereto.

Forward-Looking Statements
This press release contains, and oral statements made from time to time by our representatives may contain, 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 identified by words such as “believe,” “will,” “may,” “might,” “likely,” “expect,” “anticipates,” “intends,” “plans,” “seeks,” “estimates,” “believes,” “continues,” “projects” 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 Galaxy Gaming, and are subject to various risks and uncertainties that cannot be predicted or qualified and could cause actual results in Galaxy Gaming’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 Galaxy Gaming to enter and maintain strategic alliances, product placements or installations in land based casinos or grow its iGaming business, garner new market share, secure licenses in new jurisdictions or maintain existing licenses, successfully develop or acquire and sell proprietary products, comply with regulations, including changes in gaming related and non-gaming related statutes and regulations that affect the revenues of our customers in land-based casino and, online casino markets, have its games approved by relevant jurisdictions, and adapt to changes resulting from the COVID-19 or other pandemics including without limitation, government imposed shut downs, travel restrictions and supply chain interruptions, unfavorable economic conditions in the US and worldwide, our level of indebtedness, restrictions and covenants in our loan agreement, dependence on major customers, protection of intellectual property and our ability to license the intellectual property rights of third parties, failure to maintain the integrity of our information technology systems, including without limitation, cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business, and other factors. 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 report. Galaxy Gaming expressly disclaims any obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise.

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Actual results could differ materially from those expressed or implied in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent known and unknown risks and uncertainties. You should not assume at any point in the future that the forward-looking statements in this report are still valid. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances.

About Galaxy Gaming
Headquartered in Las Vegas, Nevada, Galaxy Gaming (galaxygaming.com) develops and distributes innovative proprietary table games, state-of-the-art electronic wagering platforms and enhanced bonusing systems to land-based, riverboat, and cruise ship and casinos worldwide. In addition, through its wholly owned subsidiary, Progressive Games Partners LLC, Galaxy licenses proprietary table games content to the online gaming industry. Connect with Galaxy on Facebook, YouTube and Twitter.

Non-GAAP Financial Information
Adjusted EBITDA includes adjustments to net loss/income to exclude interest, taxes, depreciation, amortization, share based compensation, gain/loss on extinguishment of debt, foreign currency exchange gains/losses, change in estimated fair value of interest rate swap liability and severance and other expenses related to litigation. Adjusted EBITDA is not a measure of performance defined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). However, Adjusted EBITDA is used by management to evaluate our operating performance. Management believes that disclosure of Adjusted EBITDA allows investors, regulators, and other stakeholders to view our operations in the way management does. Adjusted EBITDA should not be considered as an alternative to net income or to net cash provided by operating activities as a measure of operating results or of liquidity. Finally, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies.

Contact:

Media: Phylicia Middleton (702) 936-5216
Investors: Harry Hagerty (702) 938-1740
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Exhibit 1
 
Disaggregation of Revenue
 
(mm) Q4 23 Q4 22 FY 23 FY 22
Consolidated        
Recurring License Revenue $ 8.0   $ 6.5   $ 28.0   $ 25.6  
Sale of Perpetual Licenses   0.4     0.2     3.7     0.3  
Gross Revenue $ 8.4   $ 6.7   $ 31.7   $ 25.9  
Royalties Netted against Gross Revenue   (1.7 )   (0.8 )   (3.9 )   (2.5 )
Net Revenue $ 6.7   $ 5.9   $ 27.8   $ 23.4  
         
GG Core        
Recurring License Revenue $ 5.0   $ 3.7   $ 16.6   $ 15.1  
Sale of Perpetual Licenses   0.4     0.2     3.7     0.3  
Gross Revenue $ 5.4   $ 3.9   $ 20.3   $ 15.4  
Royalties Netted against Gross Revenue   (0.8 )       (0.9 )    
Net Revenue $ 4.6   $ 3.9   $ 19.4   $ 15.4  
         
GG Digital        
Recurring License Revenue $ 3.0   $ 2.8   $ 11.4   $ 10.5  
Royalties Netted against Gross Revenue   (0.9 )   (0.8 )   (3.0 )   (2.5 )
Net Revenue $ 2.1   $ 2.0   $ 8.4   $ 8.0  
 

4 It is not possible to provide a reconciliation of Adjusted EBITDA to Net Income without undue burden, as certain factors such as interest rates and tax rates are not knowable.

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