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 March 31,June 30, 2022 and the condensed statements of operations cash flows and stockholders’ equity for the three and sixmonths ended March 31,June 30, 2022 and 2021 and condensed statements of cash flow for the six months ended June 30, 2022 and 2021 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, 2021.

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, the nature and timing of satisfaction of performance obligations, and determining the standalone selling price (“SSP”) of performance obligations, determining collectability, and other obligations, realizability of accounts receivable, the valuation of investments, the valuation of deferred tax assets and liabilities, and inventory valuation. 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, 2021.

There were no changes in critical accounting estimates or assumptions for the threesix months ended March 31, 2022.June 30, 2022.

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, 2021.

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.  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, and 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 March 31,June 30, 2022 and 2021, respectively:

The following table summarizes disaggregated revenues by major product line for the six months ended June 30, 2022 and 2021, 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 consist 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 March 31,June 30, 2022, we recorded a contract asset of approximately $65,000$69,000 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, publiclyand available information about the financial condition of the customer, the impact of COVID-19 on the customer, among other factors.  As of March 31,June 30, 2022 and December 31, 2021, $280,268approximately $3,086,000 and $1,438,136$1,438,000 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.

During the threesix months ended March 31, June 30, 2022, based on management's ongoing collectability assessment, one contract, installed in 2020, which previously did not meet the collectability criterion was subsequently deemed collectible and approximately  $1,078,685$1,079,000 of revenue was recognized.  Additionally, two completed installations did not meet the collectability criterion and therefore revenue for these contracts was recognized on the cash basis.

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 6% 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 Doubtful Accounts

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. An allowance for doubtful accounts is recorded when the Company believes the amounts may not be collected. Management believes that receivables, net of the allowance for doubtful accounts, are fully collectible.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.  

In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPPPaycheck Protection Program (PPP) loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Company determined that we have complied with all of the conditions required to receive the credit.  Approximately $122,000 had been included in accounts receivable at December 31, 2021.  This amount was received during the three months ended March 31, 2022.

Major Customers

The following table summarizes the Company's major customers' information for the threesix months ended March 31,June 30, 2022 and 2021:

The following table summarizes the Company's major customers' information for the three months ended June 30, 2022 and 2021:

For the three month periods ending March 31,June 30, 2022 and 2021, sales to customers in the United States represent 96.8%represent 93.4% and 84.7%87.5%, of totaltotal revenues, respectively.  For the three month periods ending March 31,June 30, 2022and 2021, sales to a customer in Australia represent 1.3%2.3% and 13.1%10.2%, 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 $999 and $36,353 of obsolescence reserve at March 31,June 30, 2022 and December 31, 2021, respectively.  The total inventory value was $1,308,430was $1,567,954 and $1,582,358, as of March 31,June 30, 2022 and December 31, 2021, respectively, which included work-in-process of $81,310$294,196 and $699,024 as of March 31,June 30, 2022 and December 31, 2021, respectively, and the remaining amount is comprised of finished goods. At March 31,June 30, 2022 and December 31, 2021the Company had $745,255$181,093 and $511,550 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.

Research and Development

The Company expenses all costs related to research and development as incurred.  Research and development expense were $0 and $8,839 for the threesix months ended March 31,June 30, 2022 and 2021, respectively. Research and development expenses are included in selling, general and administrative expenses on the condensed statements of operations.

Accounts receivable consisted of the following at:

The allowance for accounts receivable represents management’s best estimate of probable losses in our receivables as of the date of the financial statements. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in receivables, but that have not been specifically identified.

A roll-forward of the Company’s allowance for doubtful accounts for the periods presented is 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 $9,622 andrecognized $19,390 and $71,261 in profit from sales type leases in its condensed statements of operations for the threesix months ended March 31, June 30,2022and 2021, respectively, as a result of the transaction. For the three months ended March 31,June 30, 2022 and 2021 the Company recognized $2,603 and $6,057,recognized $4,677 and $5,757, respectively, 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 total net investments in a sales type lease, as of March 31,June 30, 2022 and December 31, 2021 was $167,084$157,316 and $176,706, respectively. The current portion of $39,962$40,564 and $39,369 is included in Current Assets on the condensed balance sheet as of March 31,June 30, 2022 and December 31, 2021, respectively, and the long term portion of $127,122$116,752 and $137,337 is included in Long-Term Assets on the condensed balance sheet as of March 31, June 30, 2022and December 31, 2021, 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 two 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.

Our leases do not provide an implicit rate; we use our incremental borrowing rate of 5% which is based on the information available at the date of adoption in determining the present value of the lease payments.

The cost components of our operating leases were $15,430$15,570 and $14,504$32,575 for the three and sixmonths ended March 31, 2022.June 30, 2022, respectively.

Maturities of our lease liabilities for all operating leases are as follows as of March 31,June 30, 2022:

The weighted average remaining lease termsterm equals 3.233.04 years as of March 31,June 30, 2022.

Revolving Credit Line

The Company has a revolving credit line of up to $500,000 that expires on February 1, 2023. 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 three and sixmonths ended March 31,June 30, 2022. Interest on outstanding borrowings is payable monthly and charged at the Prime Rate, which was 4.0%4.75%, subject to a floor of 3.75% during the three months ended March 31,June 30, 2022.

Payroll Protection Program Loan

On February 2, 2021, the Company entered into a Promissory Note with Alerus Financial, N.A. (the “Promissory Note”), which provided an unsecured loan of $473,400 pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”).  Notice of PPP forgiveness payment was received on October 22, 2021.

Stock Compensation

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

On March 25, 2022, the Board of Directors of Table Trac, Inc. awarded Randy Gilbert and Robert Siqveland a combined 100,000 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.

The unvested stock compensation expense is expected to be recognized over a weighted average period of approximately four years. As of March 31,June 30, 2022, the remaining unrecognized stock compensation expense related to restricted shares is approximated $366,000.approximate $343,000.  

For the three months and six months ended June 30, 2022 and 2021, the Company recorded compensation expense related to the restrictive stock options granted of $23,112 and $13,006 and $28,774 and $26,012, respectively as a component of selling, general and administrative expenses.  

The CompanyCompany had 115,200 and 25,200 unvestedunvested restricted sharesshares outstanding at March 31,June 30, 2022 and December 31, 2021, respectively.

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 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.

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 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 0 significant unrecognized tax positions. The Company’s evaluation was performed for the tax years ended December 31, 2017 through 2020, which are the tax years that remain subject to examination by major tax jurisdictions as of March 31,June 30, 2022. 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 sixmonths ended March 31,June 30, 2022 and 2021:

For the three and sixmonth period ended MarchJune 30, 2022 31,2022there were common stock equivalents that had a dilutive effect of approximately 74,049 shares.0 and 26,500 shares, respectively.  

For the three months ended June 30, 2022, potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding were options to purchase 85,000 shares of common stock, and 115,200 shares of restricted common stock, because their effect would be anti-dilutive. Therefore the weighted-average shares outstanding used to calculate both basic and diluted loss per share are the same.

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 28,202128,2022 relating to our year ended December 31, 2021.

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, 2021 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.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has and will continue to impact the economy and has and will likely continue tomay adversely affect our business. As of the date of this filing, uncertainty exists concerning the magnitude of the impact and duration of the pandemic.  The pandemic may shift industry demand for installing and replacing existing casino management systems, impact sales and gross margins in the future, limit our ability to secure products we sell due to supplier and manufacturer shortages, limit the ability of our employees to perform their work due to illness caused by the pandemic and local, state, or federal orders requiring employees to remain at home, limit the ability of carriers to deliver our products to customers, limit the ability of our customers to conduct their business and purchase our products and services, and limit the ability of our customers to pay us on a timely basis.

With respect to liquidity, we are evaluating and taking actions to reduce costs and spending across our organization. This includes reducing hiring activities, adjusting pay programs, and limiting discretionary spending.

While we are unable to predict the nature, scope or duration of the impact of the COVID-19 pandemic on our business, results of operations, liquidity or capital resources, we will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders.

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 September of 2020, the Company was granted a Patent (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 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 firstsecond quarter of 2022, the Company delivered three cassix casino managementino management systems. expanded one existing customer 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 270 casinos worldwide.

Results of Operations – Three Months Ended March 31,June 30, 2022 Compared to Three months ended March 31,June 30, 2021

During the three months ended March 31,June 30, 2022, incomeloss from operations was $1,603,816was$(276,297) compared to income from operations of $780,528,$165,063, for the three months ended March 31,June 30, 2021. 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 $3,351,834$ 2,459,014 for the three months ended March 31,June 30, 2022 compared to $2,176,973,$ 1,447,046, for the three months ended March 31,June 30, 2021.  

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

During the three months ended March 31,June 30, 2022, the Company delivered threesix new systems, expanded one existing customer and our exclusive supplier installed our system in multiple locations in Australia. During the same period in 2021, the Company delivered two systems and expanded one existing customer. customer and our exclusive supplier installed our system in multiple locations in Australia.

During the three months ended March 31,June 30, 2022, the Company reassessed collectablitydetermined that two systems installed, totaling $2,829,200, did not meet the revenue recognition collectability criterion.   Management considered the following facts and circumstances in its determination, including the following: these installations are subject to different regulators than our current customer base; Payments have not been received for items invoiced; one customer has a large debtor in a senior position to Table Trac.  Both contracts will be recognized on a customer which increased revenue.cash basis subject to ongoing collectability assessment. A change in the collectability assessment in a future period may allow the Company to recognize revenue prior to collecting cash.

Cost of Sales and Gross Profit

Cost of sales increased to $661,622$1,601,900 for the three months ended March 31,June 30, 2022 from $460,460,$333,402, for the three months ended March 31,June 30, 2021 due to an increase in systems sales in 2022.  The following table summarizes our cost of sales for the three months ended March 31,June 30, 2022 and 2021, respectively:

The Company’s gross profit was 80.3%34.9% and 78.8%77.1%, for the three months ended March 31,June 30, 2022 and 2021, respectively.  This decrease is a result of the Company recognizing all incurred costs for the two installed systems for which revenue recognition collectability criterion was not met.

Selling, General and Administrative Expenses

For the three months ended June 30, 2022, respectively.selling, general and administrative expenses were $1,133,411 compared to $948,581 for the same period in 2021.  This increase is a result of increased payroll and sales commission related cost and an increase in sales and travel expenses.

Interest Income

For the three months ended June 30, 2022, interest income was $15,473 compared to $12,072 for the same period in 2021. 

Tax Provision

The income tax benefit for the three months ended June 30, 2022 was $18,500 as compared to income tax expenses for and $23,500, respectively. 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

Loss before taxes for the three months ended June 30, 2022 was $(260,824) compared to income before taxes for the three months ended June 30, 2021 of $177,135.  Net loss for the three months ended June 30, 2022 was $ (242,324) compared to net income of $ 153,635 for the three months ended June 30, 2021. The basic and diluted loss per share was $ (0.05), compared to income per share of $0.03, for the three months ended June 30, 2022 and 2021, respectively.

Results of Operations – Six Months Ended June 30, 2022 Compared to Six months ended June 30, 2021

During the six months ended June 30, 2022, income from operations was $1,327,519 compared to income from operations of $945,589, for the six months ended June 30, 2021. 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 $ 5,810,838 for the six months ended June 30, 2022 compared to $ 3,624,019, for the six months ended June 30, 2021.  

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

During the six months ended June 30, 2022, the Company delivered nine new systems, expanded one existing customer and our exclusive supplier installed our system in multiple locations in Australia. During the same period in 2021, the Company delivered four systems and expanded one existing customer. During the six months ended June 30, 2022 the Company performed initial assessments and reassessed collectability on new and existing customers.  This resulted in the company recognizing income from one contract which previously did not meet the remainingcollectability criterion and two system installation contracts that did not meet the revenue recognition collectability criterion.

During the six months ended June 30, 2022, the Company determined that two systems installed, totaling $2,829,200, did not meet the revenue recognition collectability criterion.   .   Management considered the following facts and circumstances in its determination, including the following: these installations are subject to different regulators than our current customer base; Payments have not been received for items invoiced; one customer has a large debtor in a senior position to Table Trac.  Both contracts will be recognized on a cash basis subject to ongoing collectability assessment. A change in the collectability assessment in a future period may allow the Company to recognize revenue prior to collecting cash.

Cost of Sales and Gross Profit

Cost of sales increased to $2,263,513 for the six months ended June 30, 2022 from $793,861, for the six months ended June 30, 2021 due to an increase in systems sales in 2022.  The following table summarizes our cost of sales for the six months ended June 30, 2022 periodand 2021, respectively:

Selling, General and Administrative Expenses

For the threesix months ended March 31,June 30, 2022, selling, general and administrative expenses were $1,086,396$2,219,806 compared to $935,985$1,884,569 for the same period in 2021.  This increase is a result of increasedan increase in the company's sales and travel activity and payroll related cost.

Interest Income

For the threesix months ended March 31,June 30, 2022, interest income was $40,913$56,386 compared to $47,979$60,052 for the same period in 2021. 

Tax Provision

The income tax expense for the threesix months ended March 31,June 30, 2022 and 2021 was $393,500 and $212,500,$375,000 and $236,000, respectively. 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 threesix months ended March 31,June 30, 2022 and 2021 was $1,655,340$1,394,516 and $828,507,$1,005,641, respectively.  Net income for the threesix months ended March 31,June 30, 2022 and 2021 was $1,261,840$ 1,019,516 and $616,007, respectively. The$ 769,641, respectively. The basic and diluted income per share was $0.28$ 0.23 and $0.27,$ 0.22, respectively, compared to income per share of $0.14,$0.17, for the threesix months ended March 31,June 30, 2022 and 2021, 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 ninefive projects in its backlog at March 31,June 30, 2022. The Company had nine projects in its backlog as of March 31,June 30, 2021.

The Company is currently serving gaming establishments in fourteen U.S.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.  In February 2020, theThe Company obtainedhas a $500,000 line of credit available with a lender.credit.  As of March 31,June 30, 2022, there were no borrowings outstanding under the line of credit.  The Company’s primary sources of liquidity are cash and cash equivalents, receivables and potentially other current assets. 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.

Cash and cash equivalents provided byused in operations for the threesix months ended March 31,June 30, 2022 was $713,868 $583,314 compared to cash provided by operations of $798,172$1,419,880 for the threesix month period ending March 31,June 30, 2021. This decrease was a result of a number of factors including a significant increase in accounts receivable and prepaid expenses and a substantial decrease in customer deposits. These decreases were offset by a decrease in inventory and net investment in sales type leases. 

The Company invested $57,000 for an approximately 29% of the membership interest in a start-up technology company which comprised the cash used for investing activitiesactivities for the threesix months ended March 31,June 30, 2021.  There were no investing activities for the threesix months ended March 31,June 30, 2022.

There was no cash provided by financing activities for the threesix months ended March 31,June 30, 2022.  Cash provided by financing activities was $473,400 as a result of the second Paycheck Protection Program loan for the threesix months ended March 31,June 30, 2021.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of March 31,June 30, 2022.

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 March 31,June 30, 2022, 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 effective as of March 31,June 30, 2022. There were no changes in our internal controls over financial reporting during our most recently completed reporting period that have 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 28, 2022 relating to our year ended December 31, 2021 before making an investment decision.  The risk factors summarized in our Annual Report on Form 10-K 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.

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.