Poydras Gaming Finance Corp. (formerly Great Northern Gold Exploration Corporation)

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1 Condensed Interim Consolidated Financial Statements For the Three and Nine Months Ended September 30, (Expressed in US Dollars Unless Otherwise Stated) 1

2 Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) ASSETS September 30, December 31, 2014 Current Cash 428,163 3,559,273 Accounts receivable (Note 5) 2,177, ,992 Inventory (Note 6) 384,433 - Prepaid expenses (Note 7) 172,060 75,283 Loans receivable (Note 11b) 90,525 21,181 Finance lease receivable (Note 12) 1,264,844-4,517,391 4,336,729 Prepaid Expenses (Note 7) 16,922 24,428 Placement Fees (Note 8) 8,900,230 2,380,164 Property and Equipment (Note 9) 8,074,139 2,935,152 Investment in A&W JV (Note 10) 4,251,766 - Loans Receivable (Note 11a) 140, ,632 Finance Lease Receivable (Note 12) 6,393,823 - Intangible Assets (Note 13) 6,486,099 1,697,620 Goodwill (Note 4b) 5,374,782-44,155,996 11,783,725 LIABILITIES Current Accounts payable and accrued liabilities (Note 21) 3,832, ,272 Earn-out payable (Note 4b) 4,358,254 - Loans payable (Note 14) 7,285, ,469 Deferred revenue (Note 15) 177,888 - Promissory note payable (Note 16) 567, ,612 16,221,976 1,398,353 Deferred Revenue (Note 15) 895,238 - Loans Payable (Note 14) 4,527,060 - Promissory Note Payable (Note 16) 429, ,648 Convertible Debentures Payable (Note 17) 6,755,874 6,744,252 Deferred Income Taxes (Note 28) 1,516,611-30,345,834 8,967,253 EQUITY Share Capital (Note 18) 27,978,706 16,495,957 Reserves (Note 18) (76,935) (524,055) Accumulated Other Comprehensive Income 1,590, ,450 Deficit (15,681,974) (13,750,880) Total Equity 13,810,162 2,816,472 Nature of Operations and Going Concern (Note 1) 44,155,996 11,783,725 Approved on behalf of the Board of Directors: Peter Macy Daniel Davila, Director, Director - The accompanying notes are an integral part of these financial statements - 2

3 Condensed Interim Consolidated Statements of Comprehensive Loss (Expressed in US Dollars) For the Three Months Ended September 30, For the Three Months Ended September 30, 2014 For the Nine Months Ended September 30, For the Nine Months Ended September 30, 2014 Revenue Leasing revenue (Note 19) 2,540, ,495 4,107,101 1,085,916 Bingo sales 527, ,068-3,067, ,495 4,634,169 1,085,916 Income from equity-accounted investees (Note 10) 275, ,977 - Bingo supplies (344,307) - (344,307) - Operating expenses (Note 27) (1,350,625) (341,265) (2,420,934) (816,817) General and administrative expenses (Note 27) (1,606,610) (690,862) (3,344,533) (1,886,024) Amortization of intangible assets (Notes 10 and 13) (227,384) (73,533) (374,450) (116,230) Impairment of loan receivable (Note 11) - - (250,000) - Loss from operations (185,333) (562,165) (1,824,078) (1,733,155) Financing costs (Note 27) (771,334) (370,253) (1,602,319) (690,998) Foreign exchange loss (504,594) (376,287) (1,080,704) (211,109) Interest income 1,232 6,550 12,567 16,920 Gain on settlement of loan (Note 14) 261, ,407 - Loss on valuation of convertible debenture (Note 17b) (3,572,926) Reverse takeover public listing (4,511,255) Loss before tax (1,198,622) (1,302,155) (4,233,127) (10,702,523) Deferred income tax recovery (Note 28) 2,302,033-2,302,033 - Net income (loss) for the period 1,103,411 (1,302,155) (1,931,094) (10,702,523) Attributable to: Non-controlling interest ,840 Net income (loss) for the period attributable to owners of the Company 1,103,411 (1,302,155) (1,931,094) (10,664,683) Other comprehensive income: Items that may be reclassified to net income or loss Cumulative translation differences attributable to owners of the Company 499, , , ,783 Comprehensive Income (Loss) for the Period 1,603,193 (981,343) (936,179) (10,419,900) Income (loss) per share - basic and diluted 0.00 (0.01) (0.01) (0.11) Weighted average number of common shares outstanding - basic (Note 20) 313,212, ,935, ,372,226 95,882,677 Weighted average number of common shares outstanding - diluted (Note 20) 317,125, ,935, ,690,907 95,882,677 The accompanying notes are an integral part of these financial statements 3

4 Condensed Interim Consolidated Statement of Cash Flows For the Nine Months Ended September 30, and 2014 (Expressed in US Dollars) September 30, September 30, 2014 Operations: Loss for the period before non-controlling interest (1,931,094) (10,702,523) Items not affecting cash: Accretion expense for convertible debentures, promissory notes payable and earn-out payable 1,245, ,537 Accrued interest income (10,942) (12,118) Amortization of placement fees 598, ,681 Amortization of intangible assets 374, ,230 Bad debts expense 10,739 - Deferred income taxes (2,302,033) - Deferred revenue (36,963) - Depreciation of equipment 1,080, ,004 Foreign exchange 1,080, ,195 Impairment of loan receivable 250,000 - Income from equity-accounted investee (275,977) - Interest paid included in accretion (637,890) (333,800) Loss on valuation of debentures - 3,572,926 Gain on settlement of loan payable (261,407) - Payment of accrued interest payable - (81,880) RTO listing costs - 4,511,255 Stock-based compensation on options 358, ,077 Stock-based compensation on RSUs 21,036 - (435,880) (1,071,416) Change in non-cash working capital: Accounts receivable (21,070) (71,361) Prepaid expenses (19,527) (78,239) Inventory (15,076) - Accounts payable and accrued liabilities 122,835 (1,208,281) (368,718) (2,429,297) Investing: Placement fees (5,214,228) - Purchase of gaming equipment (3,288) (454,971) Loans receivable (39,614) (20,000) Finance lease receivable (501,244) - Investment in A&W JV 211,282 - Cash paid for acquisition of Integrity Companies, net (3,590,580) - Cash from RTO acquisition of PGFC - 203,278 Cash paid for acquisition of Windy Hill, net - (871,351) Cash paid for acquisition of PSF II, net - (1,094,253) Acquisition of Poydras Gaming non-controlling interest from PCP - (200,000) (9,137,672) (2,437,297) Financing: Promissory notes payable (487,749) (211,072) Convertible debentures (154,640) 6,931,252 Loans payable (1,943,153) (536,493) Issuance of shares, net 9,046,611 2,698,854 Exercise of warrants Non-Cash Investing and Financing Transactions (Note 22) 6,461,069 8,883,459 Net decrease in cash (3,045,321) 4,016,865 Exchange impact on cash held in foreign currency (85,789) - Cash - beginning of period 3,559, ,390 Cash - end of period 428,163 4,444,255 - The accompanying notes are an integral part of these financial statements 4

5 Condensed Interim Consolidated Statements of Changes in Equity (Expressed in US Dollars) Attributable to Owners of the Company Accumulated Share Capital (Note 18) Other Reserves Comprehensive Amount (Note 18) Income Shares Deficit Total Noncontrolling Interest Total Equity Balance - January 1, ,755, ,172 (206,781) 98,447 (1,692,194) (1,629,356) 1,255,465 (373,891) Total comprehensive loss Net loss for the period (10,664,683) (10,664,683) (37,840) (10,702,523) Foreign currency translation , , , ,783 (10,664,683) (10,419,900) (37,840) (10,457,740) Transactions with owners of the Company: Conversion of convertible debenture 30,000,000 6,880, ,880,734-6,880,734 Reverse takeover recapitalization) (86,755,000) PGFC shares on RTO date 17,780,434 4,078, ,078,082-4,078,082 RTO acquisition of PGFC 86,755, Acquisition of Windy Hill 6,705,409 1,537, ,537,938-1,537,938 RTO finder s fee shares 500, , , ,679 Equity financing 13,380,000 3,068, ,068,807-3,068,807 Equity financing issuance costs - (690,672) 66, (624,300) - (624,300) RTO assumption of PGFC warrants , , ,761 RTO assumption of PGFC options , ,061-65,061 Convertible debentures agents warrants , , ,419 Exercise of agent warrants 10,000 2,337 (1,419) Stock based compensation , , ,077 68,375,843 14,991, , ,912,176-15,912,176 Acquisition of non-controlling interest: Acquisition of PSF II 4,023, ,763 (1,044,839) - - (122,076) (979,993) (1,102,069) Acquisition of PCP s interest in Poydras Gaming 1,788, ,117 (372,485) ,632 (237,632) (200,000) 5,811,354 1,332,880 (1,417,324) - - (84,444) (1,217,625) (1,302,069) Balance September 30, ,942,197 16,495,957 (703,834) 343,230 (12,356,877) 3,778,476-3,778,476 - The accompanying notes are an integral part of these financial statements 5

6 Condensed Interim Consolidated Statement of Changes in Equity (Expressed in US Dollars) Share Capital (Note 18) Accumulated Other Shares Amount Reserves (Note 18) Comprehensive Income Deficit Total Equity Balance - January 1, 130,942,197 16,495,957 (524,055) 595,450 (13,750,880) 2,816,472 Total comprehensive loss Net loss for the period (1,931,094) (1,931,094) Foreign currency translation , , ,915 (1,931,094) (936,179) Transactions with owners of the Company: Equity financings (Note 18) 175,619,284 9,769, ,769,098 Equity financings issuance costs (Note 18) - (832,214) 67, (764,224) Acquisition of Integrity Companies (Note 4b) 38,927,779 2,545, ,545,865 Stock based compensation on options (Note 18) , ,094 Stock based compensation on RSUs (Note 18) , , ,547,063 11,482, , ,929,869 Balance September 30, 345,489,260 27,978,706 (76,935) 1,590,365 (15,681,974) 13,810,162 - The accompanying notes are an integral part of these financial statements 6

7 1. Nature of Operations and Going Concern Poydras Gaming Finance Corp. (the Company or Poydras ) is in the business of providing capital and gaming equipment to casino operators and vendors in the USA. The Company s head office address is at Suite West Pender Street, Vancouver, British Columbia, V6C 1H2. The registered and records office address is at Suite West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7. The Company is listed on the TSX Venture Exchange ( TSX.V ) under the symbol PYD. Poydras Gaming Finance Corp. (as a stand-alone entity PGFC ) was incorporated under the Business Corporations Act (B.C.) on July 27, 2009 under the name Doca Capital Corp, changed its name to Great Northern Gold Exploration Corporation on October 10, 2012 and to Poydras Gaming Finance Corp. on May 2, On May 9, 2014, PGFC completed a reverse takeover ( RTO ) acquisition of Poydras Specialty Finance Corp. ( PSFC ) with its wholly-owned U.S. subsidiary, Platform 9 Corporation ( Platform 9 ) which as of May 9, 2014 owned an overall 61.57% economic interest in its licensed operating subsidiary, Poydras Gaming LLC ( Poydras Gaming ). On May 9, 2014, the Company also acquired (i) a 100% interest in Windy Hill Capital LLC. ( Windy Hill ), and (ii) the remaining 38.43% non-controlling interest in Poydras Gaming by acquiring a 100% interest in Poydras Street Finance II LLC ( PSF II ) (PSF II is a limited partner in Poydras Gaming) and purchasing from Poydras Capital Partners LLC ( PCP ) general partnership interest in Poydras Gaming. Upon completion of the acquisitions, the Company owns a 100% interest in Windy Hill and Poydras Gaming, two licensed operating companies providing capital and gaming equipment to casino operators and vendors in the USA. On July 20,, the Company completed the acquisition of the Integrity Companies, which are engaged in leasing slot machines to Native American-owned casinos in Oklahoma and Texas and selling bingo supplies in Oklahoma, Arkansas and Kansas. The Integrity Companies are Aurora Gaming Inc. ( Aurora Gaming ), Integrity Gaming Inc. ( Integrity Gaming ) and Integrity Gaming of Kansas Inc. ( Kansas ), (together the Integrity Companies ). These condensed interim consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company experienced significant losses since inception, has a working capital deficiency, negative cash flow from operations and was late with monthly loan repayments of certain loans. These circumstances have resulted in uncertainty about whether the Company will be able to obtain alternative financing required for repayment of the bank borrowings and meet its other obligations as they become due. This material uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. The Company s ability to continue as a going concern is dependent upon its ability to generate profits, positive cash flows from operations, and to obtain additional funding from loans and other financing arrangements which the Company is in the process of arranging. Subsequent to September 30,, the Company signed a financing proposal for 3,500,000 (Note 29). However, there can be no assurance that these activities will be successful. The financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these financial statements, then adjustments would be necessary to the carrying values of assets and liabilities. 7

8 2. Basis of Presentation a) Acquisition of Poydras Gaming Finance Corp. Recapitalization (Reverse Takeover) On May 9, 2014, the Company acquired a 100% ownership in PSFC. For accounting purposes, this acquisition was accounted for as a reverse takeover transaction and recapitalization because the acquisition resulted in the former shareholders of PSFC having control of the combined entity. This was accounted for as an acquisition of assets of PGFC and was not a business combination. Details of the accounting for the acquisition as a reverse takeover are disclosed in Note 2a of the audited consolidated financial statements of the Company for the year ended December 31, b) Statement of Compliance These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ( IAS 34 ), using accounting policies consistent with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied in PSFC s most recent annual consolidated financial statements as at and for the year ended December 31, Significant accounting policies as a result of acquisition of Integrity Companies are disclosed in Note 3 of these condensed interim consolidated financial statements. These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and therefore should be read in conjunction with most recent annual consolidated financial statements as at and for the year ended December 31, These financial statements were approved for issue by the board of directors effective November 25,. c) Basis of Consolidation These condensed interim consolidated financial statements have been prepared on the historical cost basis, as explained in the accounting policies set out in Note 3 of the audited consolidated financial statements of the Company for the year ended December 31, 2014, except for the following items which are measured at fair value through profit and loss: - May 9, 2014 convertible debentures conversion feature; and - September 2013 convertible debentures and the convertible debentures conversion feature. All figures presented in these condensed interim consolidated financial statements are in US dollars unless otherwise indicated. These condensed interim consolidated financial statements include the accounts of the Company and the following wholly-owned subsidiaries: (i) Canadian subsidiary PSFC from its date of incorporation on January 25, 2013, (ii) U.S. subsidiary Platform 9 from the date of its incorporation on February 27, 2013, (iii) U.S. subsidiary Poydras Gaming from the date of its formation on February 11, 2013, (iv) U.S. subsidiary PSF II from the date of acquisition on May 9, 2014, (v) U.S. subsidiary Windy Hill from the date of acquisition on May 9, 2014, (vi) U.S. subsidiary Aurora Gaming from the date of acquisition on July 20,, (vii) U.S. subsidiary Integrity Gaming from the date of acquisition on July 20,, and (viii) U.S. subsidiary Kansas from the date of acquisition on July 20,. 8

9 9

10 2. Basis of Presentation - Continued c) Basis of Consolidation - Continued On July 14, 2014, the Company obtained a 49% ownership interest in Poydras Gaming Devices LLC and a 90% ownership interest in Poydras Gaming Finance (LA) LLC. Both companies are limited liability companies formed in Louisiana and both are currently inactive with no assets and no liabilities. d) Functional and Presentation Currency The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. These condensed interim consolidated financial statements are presented in US dollars. The functional currency of the Canadian legal parent company PGFC and its legal Canadian subsidiary PSFC is the Canadian dollar. The functional currency of all U.S. subsidiaries is the US dollar. Canadian companies financial statement amounts are translated into US dollars as follows: assets and liabilities at the closing rate as at the balance sheet date, and income and expenses at the average rate of the period. All resulting changes are recognized in other comprehensive loss as cumulative translation differences. Transactions in foreign currencies are translated into the functional currency at exchange rates at the dates of the transactions. Foreign currency differences arising on translation are recognized in profit or loss. 3. Significant Accounting Policies The accounting policies followed in these interim consolidated financial statements are consistent with those of the Company for the year ended December 31, 2014, except as described below. These financial statements should be read together with the audited consolidated financial statements of the Company for the year ended December 31, 2014, which in Note 3 detail all significant accounting policies adopted by the Company. a) Inventory Inventory is measured at the lower of cost and net realizable value. The cost of inventory is based on the first-in, first out principle. b) Property and Equipment Property and equipment is stated at cost less accumulated amortization and accumulated impairment losses. The cost of equipment consists of the purchase price, any costs directly attributable to bringing the equipment to the location and condition necessary for its intended use. Cost less estimated residual values are amortized on a straight-line method over the estimated useful lives of the equipment. The estimated useful lives of the equipment are as follows: 10

11 3. Significant Accounting Policies - Continued b) Property and Equipment - Continued Gaming equipment Vehicles Computer and electronic equipment Leasehold improvements Software Furniture and fixtures Other assets 5 years 5 years 3 to 5 years terms of the lease 3 years 5 years 2 to 5 years Equipment is derecognized upon disposal, or when no future economic benefits are expected to arise from the continued use of the equipment. Any gain or loss arising on disposal of the equipment, determined as the difference between the net disposal proceeds and the carrying amount of the equipment, is recognized in the condensed interim consolidated statement of comprehensive income. The Company conducts an annual assessment of the residual balances, useful lives and amortization methods being used for property and equipment and any changes arising from the assessment are applied by the Company prospectively. c) Interests in Equity-Accounted Investees Interests in equity-accounted investees comprise interests in joint ventures. A joint venture is an arrangement in which the Company has joint control, whereby the Company has the right to the net assets of the joint venture arrangement, rather than rights to its assets and obligations for its liabilities. Interests in the joint ventures are accounted for using the equity method. They are initially recognized at cost. Subsequent to initial recognition, the Company records its share of profit or loss and other comprehensive income of equity-accounted investees, until the date on which significant influence or joint control ceases. d) Revenue Recognition The Company s leasing revenue is derived from leasing of gaming equipment to gaming casinos. Leasing revenue is earned at the end of each business day, and is determined as a fixed percentage of the actual net win (wagers less prizes) earned from operations of the gaming machines owned and leased by the Company. The percentage of net win varies between contracts. Bingo revenue is derived from sale of bingo supplies and equipment. Bingo revenue is recognized when the risks and rewards have been transferred to the customer, the amount can be reliably measured, when it is probable that future economic benefits will flow to the Company. This usually occurs when the supplies and equipment are delivered to the customers under a sale. Revenue is measured at the fair value of the consideration received or receivable. e) Recent Accounting Pronouncements The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards. There were no new accounting pronouncements relevant to the Company s operations issued subsequent to December 31,

12 4. Acquisitions a) Acquisitions on May 9, 2014 On May 9, 2014, PGFC completed the following acquisitions: (i) (ii) (iii) (iv) 100% ownership in PSFC by issuing 86,755,000 common shares to the shareholders of PSFC (Note 1 and 2). 100% ownership in Windy Hill in consideration for the issuance of: (i) 6,705,409 common shares valued at 1,537,938, (ii) unsecured promissory notes in the aggregate principal amount of 1,500,000 (Note 16), and (iii) 1,000,000 in cash. 100% ownership in PSF II in consideration for (i) 922,763 in common shares of the Company, and (ii) 1,100,000 in cash. PSF II owned a 30.93% interest in Poydras Gaming through the ownership of limited partnership units of Poydras Gaming. PCP s general partnership interest (7.5%) in Poydras Gaming in consideration for (i) 410,117 in common shares of the Company, and (ii) 200,000 in cash. Effective May 9, 2014, the Company owned 100% interest in Poydras Gaming. For further details please refer to Note 4 of the annual consolidated financial statements of the Company for the year ended December 31, b) Acquisition of Integrity Companies On July 20,, the Company completed the acquisition of a 100% equity interest in the Integrity Companies. The aggregate purchase price (the Purchase Price ) for the Integrity Companies is 10,084,116 and consists of the following: (i) 38,927,779 common shares of the Company with a deemed value of 5,500,000 at C0.18 per share, and a fair value on the date of issuance of 2,545,865; (ii) an earn-out payable of 5,000,000 (present value of 4,203,743) payable in 2016 based on certain performance metrics to be achieved by the Integrity Companies; (iii) cash consideration of 3,753,890 paid by the Company on July 20, ; and (iv) a reduction of purchase price by 419,382 post-closing adjustment due to changes in working capital and assumed liabilities, The identifiable assets acquired and liabilities of the Integrity Companies assumed by the Company are measured at their fair values at the acquisition date. Excess of the aggregate of the consideration transferred over the fair value of the identifiable tangible and intangible net assets acquired and liabilities assumed, is attributable to goodwill. 12

13 4. Acquisitions - Continued b) Acquisition of Integrity Companies - Continued The following are the fair values of the Integrity Companies assets acquired and liabilities assumed and consideration paid by the Company: Net assets acquired Cash and cash equivalents 163,310 Accounts receivable *** 1,066,661 Inventory 369,357 Prepaid expenses 69,744 Placement fees 1,618,960 Property and equipment 5,425,898 Investment in A&W JV 4,240,000 Intangible assets 5,110,000 Goodwill * 5,374,782 Accounts payable and accrued liabilities (2,327,296) Loans payable (6,125,334) Deferred revenue (1,110,089) Deferred income tax liability (3,818,644) 10,084,116 Consideration paid 38,927,779 common shares 2,545,865 Cash 3,753,890 Earn-out payable ** 4,203,743 Post-closing purchase price adjustment (Note 5) (419,382) 10,084,116 * Goodwill consists of Integrity Companies industry skills and knowledge to enter into new contracts with casinos, expected synergies from combining operations with Poydras and intangible assets that do not qualify for separate recognition. ** As part of the purchase price, the Company agreed to pay to the sellers a maximum earn-out of 5,000,000. The earn-out will be earned at the rate of 5 dollars for each dollar of the Earn-out EBITDA, as defined, that exceeds 6,000,000. No earn-out will be paid if the earn-out EBITDA is less than 6,000,000, and the maximum earn-out of 5,000,000 is earned when the Earn-out EBITDA will be greater than 7,000,000. The earn-out period covers 12 months ending March 31, The earn-out payable is expected to be settled by the Company on or before June 30, The present value of the earn-out on the date of acquisition was estimated at 4,203,743 using a 20.08% discount rate. Current period accretion expense on the earn-out payable was 154,511 (September 30, Nil). As of September 30,, the carrying value of the earnout payable was 4,358,254 (December 31, Nil). *** The gross contractual amounts of acquired receivables was 1,753,486; however the Company has recorded an allowance of 686,825 as part of the acquisition accounting to reflect contractual cash flows that are not expected to be collected. 13

14 4. Acquisitions - Continued b) Acquisition of Integrity Companies - Continued The Company acquired Integrity Companies to expand its market share of leasing slot machines to Native American-owned casinos in Oklahoma and Texas, to benefit from its long standing relationships with tribal casinos and its technical expertise. In, the Company incurred approximately 287,000, and 261,000 in 2014 of acquisition related costs such as legal, audit and consulting which has been expensed and included within general and administrative expenses. Due to the complexity and timing of certain acquisitions made, the Company is in the process of determining and finalizing the estimated fair value of the net assets acquired as part of the acquisition closed during. The amounts determined on a provisional basis generally relate to net asset assessments and measurement of the assumed liabilities, including intangible assets and resulting goodwill. The following is a summary of Integrity Companies revenue and net income for the period from January 1, to the date of acquisition on July 20,, for the period from the date of acquisition to the end of the current reporting period, and from January 1, to the end of the current reporting period: January 1 to July 19, July 20 to September 30, January 1 to September 30, Revenue 4,396,031 1,398,310 5,794,341 Net income 406, , ,924 Integrity Companies revenue and net income for the period from the date of acquisition on July 20, to September 30, included in the Company s condensed interim consolidated statement of comprehensive loss is 1,398,310 and 257,744, respectively. Integrity Companies revenue and net income for the period from January 1, to the date of acquisition on July 20, is 4,396,031 and 406,180, respectively. This revenue and net income is excluded from the Company s results of operations. If the acquisition of Integrity Companies took place on January 1, instead of July 20,, the Company s consolidated revenue and net loss for the nine months ended September 30, would be 9,030,200 and 1,524,914, respectively. 5. Accounts Receivable September 30, December 31, 2014 Taxes receivable from federal governments 109,407 90,211 Trade receivable 1,646, ,781 Other receivables * 421,633-2,177, ,992 * Other receivables include 419,382 cash holdback resulting from post-closing adjustments related to the acquisition of Integrity Companies. This receivable is expected to be collected within the next 12 months and is adjusted, as necessary, for such items as working capital and assumed liabilities on the date of acquisition, as defined in the Integrity Companies purchase and sale agreement, and claims under the respective representations and warranties of the sellers. 14

15 5. Accounts Receivable - Continued Aging of trade receivables is as follows: 0-30 days days Over 91 days Total September 30, 1,177, ,766 90,214 1,646,326 December 31, , , , ,781 As of September 30,, accounts receivables include allowance for doubtful accounts of 27,011 (December 31, Nil). 6. Inventory September 30, December 31, 2014 Bingo supplies 384, Prepaid Expenses The summary of the Company s prepaid expenses is as follows: September 30, December 31, 2014 Equipment service fees 26,930 46,975 Insurance, investor relations, license fees and other 162,052 52,736 Total prepaid expenses 188,982 99,711 Less current portion (172,060) (75,283) Non-current portion 16,922 24, Placement Fees The summary of the Company s prepaid placement fees is as follows: September 30, December 31, 2014 Beginning balance 2,380,164 1,987,097 Additions * 5,500,000 - Acquisition of Integrity Companies 1,618,960 - Acquisition of Windy Hill - 601,715 Amortization expense (598,894) (208,648) Ending balance 8,900,230 2,380,164 15

16 8. Placement Fees - Continued September 30, December 31, 2014 Cost 9,770,675 2,651,715 Accumulated amortization (870,445) (271,551) Net book value 8,900,230 2,380,164 * On February 25,, the Company entered into a long-term gaming machine placement agreement with the Tonkawa Tribe of Indians of Oklahoma. Under the terms of the agreement, the Company will provide 600 Class III gaming machines under a 6-year and 11-month contract, and up to 5.5 million in funding for the renovation of the Native Lights Casino and additional development at the Tonkawa West Casino ( Tonkawa Placement Fees ). As of September 30,, the Company recorded 5,500,000 (December 31, Nil) in Tonkawa Placement Fees, which are amortized over the contract term. 9. Property and Equipment The summary of the Company s property and equipment is as follows: Gaming Equipment Vehicles Computer Equipment and Other Assets Total Cost Balance December 31, ,811, ,811,231 Acquisition of Integrity Companies 5,084, ,206 5,091 5,425,898 Purchases 228, ,126 Equipment under finance leases 565, ,644 Balance September 30, 9,689, ,206 5,091 10,030,899 Accumulated Amortization Balance December 31, 2014 (876,079) - - (876,079) Amortization (1,055,261) (23,793) (1,627) (1,080,681) Balance September 30, (1,931,340) (23,793) (1,627) (1,956,760) Carrying Value At December 31, ,935, ,935,152 At September 30, 7,758, ,413 3,464 8,074,139 Legal ownership title to the equipment financed under capital lease agreements will transfer to the Company upon full repayment of the equipment loans payable (Note 14). 16

17 10. Investment in A&W JV Upon the completion of acquisition of the Integrity Companies on July 20,, the Company s investment consists of an interest in a joint venture. The equity-accounted investee is Aurora A&W Enterprises, LLC ( A&W JV ), a limited liability company organized in the state of Oklahoma, in which the Company owns a 50% interest. A&W JV is in the business of leasing slot machines to Native American-owned casinos in Oklahoma. The Company accounts for its investment in A&W JV using the equity basis of accounting as the Company has joint control over operations of this joint venture. The following is a summary of financial information for the joint venture (at 100%), based on the financial information prepared in accordance with IFRS, for the period from acquisition of Integrity Companies on July 20, to September 30,. July 20 to September 30, Revenue 1,016,913 Net income and comprehensive income 551,955 Included in net income are: - Depreciation of equipment 360,633 - Amortization of placement fees 16,834 - Interest expense 32,583 Current assets 521,358 Non-current assets 5,889,192 Current liabilities (446,547) Non-current liabilities (3,125,515) Net assets 2,838,488 The Company s Investment in the Investee: Balance beginning of period - Acquisition of 50% interest in A&W JV on July 20, * 4,240,000 50% share of net income and comprehensive income 275,977 Cash distributions received (211,282) Amortization of intangible assets* (52,929) Balance end of period 4,251,766 * Included in the fair value of Investment in A&W JV on the date of acquisition by the Company is 2,680,000 of intangible assets representing the fair value of customer relationships and revenue contracts with various casinos. These intangible assets are amortized on straight-line basis over the estimated useful life of the relationships and contracts of 10 years from the date of acquisition. As of September 30,, the cumulative amortization of intangible assets is 52,

18 11. Loans Receivable a) Loan Receivable #1 On October 2, 2013, the Company entered into a financing loan agreement with a company involved in assembling gaming equipment and leasing it to gaming casinos in the USA. The Company agreed to provide an initial loan of 500,000 for the assembly and deployment of 50 gaming machines in casinos. The loan provides for the Company to receive a fixed dollar amount revenue share from the machines for as long as they are in operation at their initial location or a subsequent placement location based on a sliding schedule for the number of days in which a given machine is in operation. For the purposes of calculating a return of principal, the note bears an annual interest rate of 4% and is without recourse to the borrower. The loan and accrued interest will be repaid by the borrower by paying a fixed amount of money per gaming machine for every day the financed gaming machines are in operation at a casino. As a security for the loan, the Company will have a perfected first priority security interest in the borrower s right, title and interest in the gaming equipment and certain revenue share agreements that the borrower is expected to enter into with casinos. In 2014, the borrower had built 30 gaming machines to be installed under the existing operating lease revenue contracts of the Company. During the nine months ended September 30,, 12 of these machines were placed with one casino and 10 with another casino. During the nine months ended September 30,, the Company received 26,065 (September 30, Nil) of loan repayments from revenue generated by the machines placed at casinos. During the period ended June 30,, the Company concluded that the loan was impaired and recorded a 250,000 provision for impairment. As of September 30,, the estimated recoverable amount of this loan receivable was 140,844 (December 31, ,632), consisting of loan principal of 139,850 (December 31, ,850) and accrued interest of 994 (December 31, ,782). b) Loan Receivable #2 On June 1, 2014, the Company entered into a financing loan agreement with two companies involved in assembling gaming equipment and leasing it to gaming casinos in the USA. The Company agreed to provide a loan of up to 60,000. The loan matured on June 1,, is secured by all business property of the borrowers, and bears an annual interest rate of 12% until June 1, and 16% thereafter. During the nine months ended September 30,, the Company made additional loan advances of 65,679 under this loan arrangement. As of September 30,, the loan principal and accrued interest was 90,525 (December 31, ,181). As of September 30,, this loan receivable is not considered to be impaired due to loan security and collateral available to the Company. 18

19 12. Finance Lease Receivable On February 25,, the Company entered into a long-term gaming machine placement agreement with the Tonkawa Tribe of Indians of Oklahoma to place 600 Class III gaming machines. This lease contract expires 83 months from February 25,, being January 25, As of September 30,, the Company was generating revenue from 514 machines. September 30, December 31, 2014 Current finance lease receivable 1,264,844 - Non-current finance lease receivable 6,393,823-7,658,667 - The Company entered into finance lease arrangement with certain casinos for its gaming equipment. The term of the finance lease entered into is 83 months, with the minimum guaranteed lease payments for the period of between 48 and 42 months. Minimum Lease Payments September 30, December 31, 2014 Present Value of Minimum Lease Payments September 30, December 31, 2014 Not later than 1 year 4,388,580-1,264,844 - Between 1 and 5 years 10,605,735-6,393,823 - Later than 5 years Total 14,994,315-7,658,667 - Less unearned finance revenue (7,335,648) - n/a - Present value of minimum lease payments receivable 7,658,667-7,658,667 - Unguaranteed residual values of equipment leased under finance leases as at September 30, are estimated at 3,986,790 (December 31, Nil). The interest rate inherent in the lease is fixed at the contract date for the entire lease term. The finance lease receivable as of September 30, is neither past due nor impaired. Finance lease revenue recognized during the current period was 1,151,763 (September 30, Nil). These amounts were recorded as leasing revenue in the condensed interim consolidated statements of comprehensive loss The Company considers a finance lease receivable to be impaired when it is probable that it will be unable to collect all amounts due (principal and interest) according to the original terms of the contract. 19

20 13. Intangible Assets The summary of the Company s intangible assets is as follows: September 30, December 31, 2014 Beginning balance 1,697,620 - Acquisition of Integrity Companies 5,110,000 - Acquisition of Windy Hill - 1,887,383 Amortization expense (321,521) (189,763) Ending balance 6,486,099 1,697,620 September 30, December 31, 2014 Cost 6,997,383 1,887,383 Accumulated amortization (511,284) (189,763) Net book value 6,486,099 1,697,620 Intangible assets with a cost of 1,887,383 were acquired by the Company on May 9, 2014 and include Windy Hill s contracts to lease gaming machines to casinos. Intangible assets are amortized over the remaining life of Windy Hill s lease revenue contracts, being 77 months from the date of acquisition of Windy Hill until August 12, (date of modification of the contracts), and over the period of 49 months thereafter. On July 20,, as part of the acquisition of Integrity Companies, the Company acquired intangible assets with the fair value estimated at 5,110,000 which consists of Aurora Gaming s revenue contracts and customer relationships. These intangible assets are amortized on straightline basis over the estimated useful life of the relationships and contracts of 10 years from the date of acquisition. 14. Loans Payable The Company is financing acquisition of a number of the gaming machines by obtaining capital lease financing directly from the vendors or other parties. The realized financing obligation is recorded and presented as Loans Payable. The summary of these loans is as follows: Carrying Amount Year of Interest Rate Maturity Balance December 31, ,469 New borrowings 5.0% - 8.5% ,393,516 Acquisition of Integrity Companies 2.9% - 8.5% ,125,333 Repayments (1,943,153) Balance September 30, 11,812,165 Less current portion (7,285,105) Non-current portion 4,527,060 20

21 14. Loans Payable - Continued On July 20,, as part of the acquisition of Integrity Companies, the Company acquired a loan with a fair value of 2,968,912, which was later refinanced by the Company for a lower amount resulting in the 261,407 gain on settlement of the loan. As of September 30,, the weighted average remaining life of the loans was 1.73 years and the weighted average interest rate was 6.92%. As of September 30,, the carrying value of the loans payable was 11,812,165 (December 31, ,469). During the nine months ended September 30,, the Company recorded 309,549 (September 30, ,461) of interest expense on these loans. As of September 30,, the Company was late with monthly loan repayments of certain loans, which in accordance with the loan agreements would allow the lenders to call the loans for an immediate repayment. These loans had a carrying value of 1,502,797 as at September 30,, and were classified as current liability; however, to date, none of the lenders requested a repayment of their loans. 15. Deferred Revenue The Company acquired 1,110,089 of deferred revenue upon the completion of acquisition of the Integrity Companies on July 20,. Deferred revenue relates to a revenue sharing agreement dated September 30, 2013 (the CNO Agreement ), between Integrity Companies and a third party ( CNO ). Pursuant to the CNO Agreement, CNO advanced to the Integrity Companies 1,500,000 of cash for placement fees and Integrity Companies contributed slot machines and a lease revenue contract with a federally-recognized Tribe in Northwestern Oklahoma which allows the Integrity Companies to place gaming machines in its casinos. Upon closing of the CNO Agreement, the Integrity Companies recognized deferred revenue of 1,500,000 representing the fair value of the revenue stream given up to CNO in exchange for CNO s cash contribution of 1,500,000 for placement fees. Deferred revenue is amortized to leasing revenue over the casino lease term. The summary of deferred revenue is as follows: September 30, Balance December 31, Acquisition of Integrity Companies 1,110,089 Amortization (36,963) Carrying value 1,073,126 Less current portion (177,888) Non-current portion 895,238 21

22 16. Promissory Note Payable As part of consideration paid by the Company for the acquisition of Windy Hill (Note 4a(ii)), the Company issued to the former partners of Windy Hill unsecured promissory notes with a total face value of 1,500,000. The promissory notes bear a 10% annual interest rate and are repayable in 11 equal quarterly payments of 162,583 commencing on November 30, 2014 and ending on the maturity date of May 9, The fair value of the promissory notes on the date of acquisition was determined to be of 1,381,450 using the Company s effective interest rate estimated to be 15%. The loan discount and interest of 407,006 (December 31, ,006) are accreted over the term of the Promissory Notes. Current period accretion expense on the promissory notes was 132,525 (September 30, ,751). As of September 30,, the principal and accrued interest on the promissory notes was 997,036. September 30, December 31, 2014 Face value of the promissory notes 1,500,000 1,500,000 Discount to fair value (118,550) (118,550) Fair value on May 9, ,381,450 1,381,450 Cumulative loan repayments (650,332) (162,583) Cumulative accretion expense 265, ,393 Carrying value 997,036 1,352,260 Less current portion (567,961) (527,612) Non-current portion 429, , Convertible Debentures Payable a) May 9, 2014 Convertible Debentures On May 9, 2014, the Company issued 7,732 convertible debentures at a price of 1,000 per convertible debenture for an aggregate of 7,732,000 principal amount of secured convertible debentures (the Convertible Debentures ). The Convertible Debentures bear interest at an annual rate of 11% payable quarterly on March 31, June 30, September 30 and December 31 in each year commencing on September 30, The maturity date of the Convertible Debentures is March 31, 2017 ( Maturity Date ). Each Convertible Debenture is convertible into common shares of the Company at the option of the holder at a conversion price of C0.33 (the Conversion Price ). During the nine months ended September 30,, accretion expense on the convertible debentures was 958,792 (September 30, ,786). During the nine months ended September 30,, the Company paid 637,890 (September 30, ,800) in interest. Interest is paid on quarterly basis. 22

23 17. Convertible Debentures Payable - Continued a) May 9, 2014 Convertible Debentures - Continued Details of the carrying value of the convertible debentures and the conversion feature are as follows: Face value of the convertible debentures 7,732,000 Financing costs (1,210,948) Carrying value - May 9, ,521,052 Accretion expense 769,630 Interest paid (546,430) Carrying value December 31, ,744,252 Accretion expense 958,792 Interest paid (637,890) Financing costs (i) (309,280) Carrying value September 30, 6,755,874 (i) Effective April 25,, the Company and the debenture holders revised certain terms of the debenture indenture, including clarification of certain definitions and deferral of certain debenture covenants. As consideration for the amendments, the Company agreed to pay a 309,280 consent fee. b) PSFC September 30, 2013 Convertible Debentures On September 30, 2013, the Company arranged a financing of C3,000,000 through the issuance of convertible debentures. Immediately before closing of the RTO on May 9, 2014, PSFC converted C3,000,000 of the debentures principal into 30,000,000 common shares of PSFC at the rate of C0.10 per common share. On May 9, 2014, the fair value of the convertible debentures was 6,880,734. The change in the fair value of the debentures during the quarter ended March 31, 2014 was 493,112 and up to the date of conversion on May 9, 2014 was 3,572,926, which were recorded as loss on valuation of debentures in the condensed interim consolidated statement of comprehensive loss. 18. Shareholders Equity a) Authorized and Issued Share Capital The Company s authorized share capital consists of an unlimited number of common shares without par value. All shares are issued and fully paid. In order to meet one of the conditions necessary for the Company to qualify as a mutual fund corporation under the Canadian Income Tax Act, shareholders will be entitled to require the Company to redeem the shares at fair value. These instruments have been analyzed under the appropriate accounting standards and are presented as equity. 23

24 18. Shareholders Equity Continued b) Share Capital Transactions (i) On April 29,, the Company completed a private placement ( Private Placement ) of 66,073,284 common shares at C0.07 for gross proceeds of 3,869,106 (C4,625,130). In connection with this Private Placement, the Company incurred 113,913 of share issuance costs. (ii) On July 20,, the Company completed an equity financing of 109,546,000 common shares at C0.07 per share for gross proceeds of 5,899,992 (C7,668,220) by way of a shortform prospectus offering (the Prospectus Offering ). In connection with the Prospectus Offering, the Company paid a cash commission equal to 6% of cash proceeds raised (354,000) and issued 3,286,380 agents warrants equal to 3% of common shares issued in the Prospectus Offering. The agents warrants are exercisable at C0.07 per share until July 20, The fair value of the warrants was estimated to be 67,990 using the Black-Scholes option pricing model. The Company also incurred 296,310 in legal, accounting and filing fees. Funds from the financings were used to fund the Company s machine placement with the Tonkawa Tribe of Indians of Oklahoma, the acquisition of the Integrity Companies, as well as for general working capital purposes. (iii) On July 20,, the Company issued 38,927,779 common shares at C0.085 per share valued at 2,545,865 for the acquisition of Integrity Companies (Note 4b). c) Stock Options Prior to May 19,, the Company had a rolling stock option plan, pursuant to which a maximum of 10% of the issued and outstanding common shares of the Company was reserved for issuance as options and which would be granted at the discretion of the Company s Board of Directors. On May 19,, the Company has adopted a fixed stock option plan (the Plan ), pursuant to which the Company can have a maximum of 33,000,000 of the issued and outstanding common shares of the Company reserved for issuance as options and will be granted at the discretion of the Company s Board of Directors to eligible optionees under the Plan. Stock options granted vest over the period determined by the Board of Directors. In May, the Company granted 2,200,000 stock options to its directors and employees. exercisable at C0.10 per share for a period of 5 years from the date of grant. On July 20,, the Company granted 3,250,000 stock options to its directors, officers and employees. These options are exercisable at C0.085 per share and expire between 5 and 10 years from the date of grant. Total fair value of the stock options issued in May and July on the date of grant was estimated to be 159,741 using the Black-Scholes option pricing model with the following assumptions: Stock price volatility 51.51% % Risk-free interest rate 0.39% %% Expected life 3.51 years Expected dividend yield 0.00% 24

25 18. Shareholders Equity - Continued c) Stock Options - Continued The following is a summary of stock options activity: December 31, 2014 Granted Exercised Forfeited September 30, Weighted Average Exercise Price Expiry Date 175, (175,000) - C0.20 Jul 12, 420, ,000 C0.30 Oct 10, ,550, (600,000) 9,950,000 C0.25 May 9, ,350, ,350,000 C0.10 May 4, , ,000 C0.10 May 27, ,000, ,000,000 C0.085 July 20, ,250, ,250,000 C0.085 July 20, ,145,000 5,450,000 - (775,000) 15,820,000 C0.20 During the period ended September 30,, the Company recorded share-based compensation expense of 358,094 (September 30, ,077). As of September 30,, 6,440,000 (December 31, ,232,500) stock options were fully vested with a weighted average exercise price of C0.20 (December 31, 2014 C0.25). d) Share Purchase Warrants The following is a summary of activity in share purchase warrants: December 31, 2014 Granted Exercised Forfeited September 30, Weighted Average Exercise Price Expiry Date 500, ,000 C0.50 Oct 10, 750, ,800 C0.10 Oct 31, 3,101, ,101,560 C0.25 May 9, ,286, ,286,380 C0.07 July 20, ,352,360 3,286, ,638,740 C0.17 On July 20,, the Company completed the Prospectus Offering. As part of compensation for the agents, the Company issued 3,286,380 agents warrants exercisable at C0.07 per share until July 20, The fair value of the agent s warrants was estimated to be 67,990 using the Black-Scholes option pricing model with the following assumptions: Stock price volatility 40.06% Risk-free interest rate 0.42% Expected life 2 years Expected dividend yield 0.00% 25

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