S-1/A 1 d252726ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Amendment No. 1 to Form S-1
Table of Contents

As filed with the Securities and Exchange Commission on February 14, 2012.

Registration No. 333-178721

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Cantor Entertainment Technology, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7990   45-4121758

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

2575 S. Highland Drive

Las Vegas, NV 89109

(702) 677-3800

(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)

 

 

Stephen M. Merkel

Executive Vice President, Chief Legal Officer,

General Counsel and Secretary

Cantor Entertainment Technology, Inc.

499 Park Avenue

New York, New York 10022

(212) 610-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Christopher T. Jensen

George G. Yearsich

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178-0002

(212) 309-6000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion.

Preliminary Prospectus dated February 14, 2012.

PROSPECTUS

Cantor Entertainment Technology, Inc.

Shares

Class A Common Stock

 

 

This is the initial public offering of Class A common stock of Cantor Entertainment Technology, Inc., which we refer to as “Cantor Entertainment Technology.” We are selling                  shares of our Class A common stock. Except as required by law, shares of our Class A common stock do not have voting rights.

We expect the initial public offering price to be between $         and $         per share. Currently, no public market exists for our Class A common stock. We intend to apply to list our Class A common stock on the Nasdaq Global Market under the symbol “CETI.”

 

 

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 17.

 

     Per
Share
     Total  

Initial public offering price

   $                    $                

Underwriting discount

   $         $     

Proceeds, before expenses, to us

   $         $     

The underwriters may also purchase up to an additional                 shares of Class A common stock from Cantor Entertainment Technology at the initial public offering price less the underwriting discount.

Neither the U.S. Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the Nevada Gaming Commission, the Nevada State Gaming Control Board, nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus or the investment merits of the securities offered hereby. Any representation to the contrary is unlawful.

The shares of our Class A common stock will be ready for delivery on or about                    , 2012.

 

 

Cantor Fitzgerald & Co.

The date of this prospectus is                     , 2012.


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TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1   

Risk Factors

     17   

Cautionary Note Regarding Forward-Looking Statements

     43   

Use of Proceeds

     44   

Dividend Policy

     45   

Capitalization

     46   

Dilution

     47   

Unaudited Pro Forma Consolidated Financial Information

     48   

Selected Consolidated Financial Data

     55   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     57   

Our Organizational Structure

     78   

Business

     81   

Management

     107   

Principal Stockholders

     119   

Certain Relationships and Related Transactions

     121   

Description of Capital Stock

     142   

Shares Eligible for Future Sale

     146   

Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock

     148   

Underwriting

     151   

Legal Matters

     156   

Experts

     156   

Where You Can Find More Information

     156   

Index to Financial Statements

     F-1   

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide information different from or in addition to that contained in this prospectus. If anyone provides you with different or additional information, you should not rely on it. We and the underwriters are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, unless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock.

Logos and other trademarks, tradenames and service marks of Cantor Fitzgerald, L.P. and its subsidiaries mentioned in this prospectus are currently the property of, and are used with the permission of, Cantor Fitzgerald, L.P. and its subsidiaries. The logos, trademarks, tradenames and service marks discussed in this paragraph may have registrations pending or in effect in one or more of the countries or jurisdictions in which Cantor Fitzgerald, L.P. or any of its subsidiaries does business.

 

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DEFINED TERMS

Unless we otherwise indicate or unless the context requires otherwise, any reference in this prospectus to:

“APSUs” means certain working partner units of Cantor Entertainment Technology Holdings to be issued to certain persons in connection with acquisition of assets or businesses from such persons.

“AREUs” means certain working partner units of Cantor Entertainment Technology Holdings to be issued to certain persons in connection with acquisition of assets or businesses from such persons.

“Bonus Plan” means the Cantor Entertainment Technology Incentive Bonus Compensation Plan.

“Cantor” means Cantor Fitzgerald, L.P. and its subsidiaries other than Cantor Entertainment Technology.

“Cantor Entertainment Technology” means Cantor Entertainment Technology, Inc. and its consolidated subsidiaries.

“Cantor Entertainment Technology Global” means Cantor Entertainment Technology Global, L.P., which will hold the non-U.S. businesses of Cantor Entertainment Technology.

“Cantor Entertainment Technology Holdings” means Cantor Entertainment Technology Holdings, L.P.

“Cantor G&W (Nevada)” means Cantor G&W (Nevada), L.P., our only operating subsidiary as of September 30, 2011.

“Cantor Entertainment Technology U.S.” means Cantor Entertainment Technology U.S., L.P., which will hold the U.S. businesses of Cantor Entertainment Technology.

“Cantor Note” means that certain promissory note dated as of December 8, 2004, as amended, by and between Cantor Entertainment Technology and Cantor.

“Cantor units” refers to exchangeable limited partnership units of Cantor Entertainment Technology Holdings to be held by Cantor.

“CFGM” means CF Group Management, Inc., the managing general partner of Cantor.

“Class A common stock” means Cantor Entertainment Technology Class A non-voting common stock, par value $0.01 per share.

“Class B common stock” means Cantor Entertainment Technology Class B common stock, par value $0.01 per share.

“common stock” means Class A common stock and Class B common stock, collectively.

“contribution” means that certain transaction by which Cantor will contribute, convey, transfer, assign and deliver and/or license to Cantor Entertainment Technology all of the right, title and interest of Cantor in, or license for, gaming, wagering or lottery use, certain intellectual property and other assets, including patents and pending patents, software and other technology assets, copyrights and copyright registrations.

“Deferral Plan” means Cantor Entertainment Technology’s 401(k) defined contribution plan.

“founding partner units” means limited partnership units of Cantor Entertainment Technology Holdings to be held by founding partners.

“founding partners” means Lee Amaitis, Stephen M. Merkel and the Trust controlled by our Chairman of the Board, Howard W. Lutnick.

 

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“founding/working partners” means founding partners and/or working partners of Cantor Entertainment Technology Holdings.

“founding/working partner units” means limited partnership units of Cantor Entertainment Technology Holdings to be held by founding/working partners.

“GAAP” means accounting principles generally accepted in the United States of America.

“limited partners” means holders of limited partnership units.

“limited partnership units” means Cantor units, founding partner units and working partner units, collectively.

“Long-Term Incentive Plan” means the Cantor Entertainment Technology Long-Term Incentive Plan.

“mobile gaming” means wagering on casino-style games on mobile devices.

“mobile gaming wagering” or “mobile wagering” means placing sports bets on mobile devices.

“Participation Plan” means the Cantor Entertainment Technology Holdings, L.P. Participation Plan.

“PSUs” means certain working partner units of Cantor Entertainment Technology Holdings to be held by certain employees of Cantor Entertainment Technology and other persons who provide services to Cantor Entertainment Technology.

“REUs” means certain working partner units of Cantor Entertainment Technology Holdings to be held by certain employees of Cantor Entertainment Technology and other persons.

“Trust” means The Howard W. Lutnick Family Trust.

“working partners” means holders of working partner units.

“working partner units” means limited partnership units of Cantor Entertainment Technology Holdings, other than founding partner units and Cantor units, to be held by working partners.

MARKET AND INDUSTRY DATA

Market and industry data used in this prospectus have been obtained through our research, surveys and studies conducted by third parties and industry and general publications. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

 

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PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” beginning on page 17.

This prospectus describes the licenses and other assets that Cantor Fitzgerald, L.P., a Delaware limited partnership, expects to contribute to Cantor Entertainment Technology, Inc., a Delaware corporation, and its subsidiaries in connection with this offering as if such contribution were complete and the licenses and other assets contributed were included in our business for all purposes for all periods described. A list of terms specific to our organization and the contribution is set forth above in the section entitled “Defined Terms.”

Unless the context otherwise requires, the terms “we, “us,” “our,” “our company,” and “Cantor Entertainment Technology” refer to Cantor Entertainment Technology, Inc. and its consolidated subsidiaries. Prior to our formation, all of our operations were performed by Cantor G&W (Nevada), L.P., which is currently an indirect subsidiary of ours, and its respective subsidiaries.

Our Business

We are a leading technology company that provides, through our subsidiary Cantor G&W (Nevada), software, services, data and content to the gaming industry and additional entertainment channels worldwide. We are a market leader in comprehensive account-based and over-the-counter race and sports book solutions and mobile gaming technology for casino-style gaming and race and sports wagering for the global gaming market. Our technology infrastructure platform allows us to provide scalable services at minimal incremental operating costs. Due to the significant historical capital investment in our technology platform and our leadership position within the industry, we believe substantial barriers to entry and brand equity have been created.

We believe that we provide innovative wagering solutions, creative content, and superior products and services. We also believe that we are a premier operator of mobile gaming and mobile wagering systems that provide patrons the ability to play a full suite of casino games and place race and sports wagers, including In-Running™ (our in-game wagering product), from mobile devices in many areas of the casino resort. We currently operate race and sports books and mobile gaming in six locations in the State of Nevada and have announced the addition of a seventh race and sports book that we will begin operating in early 2012. We also operate a sports line making service, as well as a slot route in Nevada which places and operates slot machines in approved locations, such as bars and taverns which are typically restricted to 15 machines per location and an unlimited amount for licensed non-restricted locations. We have marketed our product offerings to other gaming jurisdictions where mobile gaming is permitted, such as Native American casinos and other gaming venues throughout the world. In June 2011, mobile gaming wagering in casino hotel rooms was legalized in Nevada, and regulations implementing such wagering have been adopted by the Nevada Gaming Commission. As a result, we intend to expand the service area of our mobile gaming system to include hotel rooms, which will require approval from the Nevada Gaming Control Board. While the time frame for such approval is uncertain, we anticipate that the time required to make in-room gaming operational will be short and would not require material infrastructure installation and expense. We do not believe that additional financing will be needed to complete the implementation of our mobile gaming system. In addition, until recently, Nevada gaming regulations required that any wagers placed through our mobile gaming system be done using our proprietary mobile hardware. However, on October 26, 2011 as a result of recent regulatory changes, we launched a sports wagering application on Android® devices, including through an application downloadable on a patron’s personal device

 

 

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enabling the patron to place sports wagers through his or her wagering account anywhere within Nevada. We also have iOS and Windows-based sports applications in process. Our mobile wagering technology also enables casino properties to leverage our products for marketing and promotional efforts. Our cloud-based software automates and executes mobility for entertainment options that previously were inefficient to manage or distribute and could not be consumed wherever and whenever the customer wanted them.

We were the first to be licensed by the Nevada Gaming Commission to manufacture, distribute and operate a mobile gaming system in the State of Nevada. Our mobile gaming system was licensed in 2006 and approved by the Nevada Gaming Commission on November 20, 2008. We believe that our mobile gaming system is the only one currently in operation in Nevada. We provide our casino partners with a complete mobile gaming solution, including a proprietary wireless gaming system, full back-office infrastructure and a portfolio of casino games. We design, finance, install and operate our mobile platform and share a portion of our mobile gaming revenues with our casino partners. Our software can be integrated into our casino partners’ software platforms for the purpose of expanded concierge type services, food and beverage orders, restaurant or show reservations and tailored marketing materials based upon a player’s location and profile. Our licenses as an operator, manufacturer and distributor of mobile gaming systems in Nevada allow us the opportunity and ability to expand into additional properties.

We are a leading race and sports book operator in the State of Nevada. A race and sports book is a gambling establishment that sets odds and point spreads and accepts wagers on the outcome of horse races and sporting events, such as football, basketball, baseball, and hockey games. An innovative aspect of the race and sports books that we operate is our ability to process In-Running™ wagers after a race or sporting event has begun. In-Running™ is wagering on an event where the odds change dynamically based upon changes that occur within the sporting event and where the player can wager multiple times on events during the course of the event. We pay fixed rent and/or a share in wagering handle or profits from race and sports wagering with our casino partners. Importantly, we believe that our technology increases the traditional gaming offerings and opens up new revenue generating opportunities for our casino partners.

We are the exclusive mobile gaming and race and sports book operator at the following six Las Vegas resorts: the M Resort, which we refer to as the “M Resort,” The Cosmopolitan of Las Vegas, which we refer to as the “Cosmopolitan of Las Vegas,” The Tropicana Las Vegas, which we refer to as the “Tropicana Las Vegas,” the Hard Rock Hotel & Casino Las Vegas, which we refer to as the “Hard Rock Hotel & Casino,” The Venetian Resort Hotel Casino, which we refer to as “The Venetian,” and The Palazzo Resort Hotel Casino, which we refer to as the “The Palazzo.” The Palazzo and The Venetian are a single licensee for Nevada Gaming Control Board purposes. In addition, in January 2012, we obtained a license to operate mobile gaming and a race and sports book at the Palms Casino Resort, which we refer to as the “Palms Casino Resort,” which we expect to begin operating on an exclusive basis in early 2012. Accordingly, we have six licenses to operate mobile gaming and race and sports books in seven properties.

Our international operations include a financial fixed odds betting product, which we refer to as “FFO.” FFO is a proprietary betting product that allows a customer to bet online or otherwise remotely on short-term movements in the financial markets, including stock indices, commodities (such as gold and oil), and foreign exchange. We currently offer FFO as a white label product to licensed bookmakers, as opposed to offering FFO directly to end customers under our own brand. Our white label bookmakers include Ladbrokes in the United Kingdom and 32 Red, PartyGaming and Victor Chandler in Gibraltar. Ladbrokes is the United Kingdom’s largest land-based bookmaking operator, and our FFO product is featured on the Ladbrokes website. We plan to market the FFO product to other licensed bookmakers in jurisdictions where this form of wagering is permitted.

In addition to the businesses described above, we also provide other services and products to businesses in the gaming industry, such as licensing our proprietary intellectual property, providing market information (odds and sports lines) to licensed sports books and lotteries for license fees, providing sports news and data within casinos and operating numerous slot machine locations.

 

 

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We are an affiliate of Cantor Fitzgerald, L.P., which we refer to as “Cantor,” a leading provider of financial brokerage, technology and execution services to institutions operating in the global financial markets. We believe that Cantor has been at the forefront of financial and technological innovation in the financial services industry for more than 65 years, developing new markets and providing superior service to its more than 5,000 institutional customers around the world. Cantor is a leader in technological innovation, including developing the world’s first electronic marketplace for U.S. Government Securities, the world’s first full-time electronic exchange for trading U.S. Treasury futures, and one of the first wireless bond trading platforms. Cantor provides us with expertise in electronic data processing and the experience of our officers and senior employees with such systems. We have already created advanced mobile gaming technologies by leveraging such expertise and expect to develop additional technological innovations in the future by adapting to the gaming industry technology that Cantor has successfully implemented, including technology to electronically process in real-time massive numbers of transactions and provide real-time electronic dissemination of data. Throughout its long history of serving financial marketplaces, Cantor has continually enhanced the ability of its electronic trading systems to lower costs for users, as well as increase volumes and velocity of transactions overall. We foresee over time similar benefits accruing to the gaming industry through the use of our technology.

We generate revenue in five principal ways:

 

   

Race and sports book;

 

   

Mobile gaming;

 

   

Sports and odds subscriptions;

 

   

Fixed financial odds; and

 

   

Slot route.

Since our inception, we have incurred substantial costs to develop our technology and infrastructure and have sustained losses. For the fiscal year ended December 31, 2010, we generated net revenue of approximately $5.8 million and sustained a consolidated net loss of approximately $27.4 million. For the nine months ended September 30, 2011, we generated net revenue of approximately $7.7 million and sustained a consolidated net loss of approximately $22.2 million. Our cumulative net loss incurred since inception is approximately $96.6 million. We may continue to incur losses and generate negative cash flow from operations in the future as we continue to develop our business and products and services and expand our brand recognition and customer base through increased marketing efforts. In addition, the majority of our total revenues to date were derived from our race and sports book business.

Our Competitive Strengths

We believe that our competitive strengths include the following:

First Mover Status

We were the first company licensed as a manufacturer, distributor and operator of a mobile gaming system by the State of Nevada, and we were the first company to have a mobile gaming system approved by the Nevada Gaming Commission. We believe that we are the sole active operator of mobile gaming in Nevada. Our “first mover” status in mobile gaming in Nevada has provided us with valuable feedback about our product and services that has enabled us to develop enhancements that increase the marketability and success of our entertainment solutions and mobile gaming system.

 

 

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Appeal and Advantages of Mobile Gaming

We believe that we have a competitive advantage over traditional fixed-based game providers, as we can rapidly roll out new games on our mobile gaming system with lower capital and operating expenditures. We believe this will be a significant advantage in an environment when casino operators are increasingly pressed to reduce their capital expenditures. In addition to cost advantages, mobile gaming has the natural advantage of providing the player freedom to gamble in all approved areas of the resort property rather than just the casino, while at the same time offering the casino owner the opportunity to generate gaming revenues off the casino floor.

We are Technological and Gaming Innovators

We currently own patents for a number of innovative technologies that we have developed, including our technology for In-RunningTM betting. In 2009, we became the only company to launch such In-Running™ betting in the State of Nevada. We also have a broad array of gaming technology intellectual property, gaming content, and a database of statistics, odds and lines from which we continue to develop new proprietary products and services.

Our affiliate, Cantor, is a leading innovator in the financial market place and is known globally for its superior financial technology and real-time, secure execution of financial transactions. We currently license more than 250 U.S. and foreign patents and patent applications for such technologies from Cantor. On or prior to the closing of this offering, Cantor will contribute most of these patents to us and license others to us. We expect to leverage Cantor’s expertise in electronic data processing by adapting technology for processing in real-time massive numbers of transactions and dissemination of data for use in the gaming industry. For example, using our proprietary technology and account-based wagering systems, our race and sports book patrons can place numerous bets on different outcomes throughout a sporting event. In the same way that prices in the financial markets are constantly updated, our lines and spreads change continuously as the action in a game evolves.

Throughout its long history of serving financial marketplaces, Cantor has continually enhanced the ability of its electronic trading systems to lower costs for users, as well as increase volumes and velocity of transactions overall. We foresee over time similar benefits accruing to the gaming industry through the use of our technology.

We are passionate about the way in which technology can enhance and transform gaming, and are continuously updating our products and technology to enable casinos to offer their customers an enhanced experience.

Proven and Scalable Technology

We designed our mobile gaming system to be intuitive and user friendly. In addition, our mobile gaming system has proven its scalability to easily handle new operator partners. We believe that our technological capabilities allow us to more rapidly implement and integrate our suite of gaming products and services. Our mobile wagering technology also enables casino properties to leverage our products for marketing and promotional efforts.

We have an Experienced Senior Management Team

Members of our senior management team are currently or have been in the past senior executives of Cantor and its affiliates, and have significant collective experience gained from decades of developing secure financial transactions based on superior technology, and working in the highly regulated financial services industry. Our senior management team has applied this same rigor and experience to the development of our businesses. We believe that bringing our senior management’s proven capabilities from the financial services industry to the

 

 

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gaming industry to deliver real-time data and information, in a transaction-intensive environment, and to provide rapid and secure settlement of such transactions are key differentiating factors, and ones which will have growing importance to casinos in making their business decisions. We intend to use our senior management’s extensive knowledge of building electronic marketplaces and developing value-added financial products and services, which dramatically increased transaction volumes and revenues in the financial industry, in the development and expansion of our products and services. We have complemented the expertise of our senior management team by hiring seasoned gaming executives. The gaming experience they possess includes significant operational experience, relationships, as well as strategic guidance. We believe that our experienced senior management team gives us a competitive advantage in executing our business strategy.

Award-Winning Race and Sports Book and Premier Industry Recognition

We believe the quality of our race and sports books is demonstrated by such factors as size, design, ambiance, the breadth and superior nature of amenities offered, and the innovative technology at the heart of the sports trading experience offered to our customers. For example, in 2010 and 2011, ESPN Insider named the M Resort race and sports book the “Best Sports Book For Watching March Madness.” We were awarded first place in the “Best Productivity-Enhancement Technology” category at the tenth annual Gaming & Technology Awards at the 2011 Global Gaming Expo (G2E), and “Best Table Game Product or Innovation” by Global Gaming Business magazine in 2009. We are committed to maintaining and expanding market leading, state-of-the-art properties through capital spending programs designed to continually expand and enhance our gaming options and facilities in order to offer our patrons a superior overall gaming experience.

Our President and CEO, Lee M. Amaitis, frequently is an invited speaker at industry events, including G2E, International Masters of Gaming Law, US Online Gaming Law Conference, and International Association of Gaming Advisors.

Our technology and trading account-based wagering system environments have been profiled by leading national print, broadcast and online media, including The Wall Street Journal, The New York Times, Fortune, Associated Press, Wired magazine, Bloomberg BusinessWeek, Wall Street & Technology, CNN, CNBC, Fox Business Network, CBS, ABC, ESPN, and Bloomberg TV. Las Vegas market coverage of our operations as a top destination for sports enthusiasts has included the Las Vegas Review Journal, Las Vegas Sun, Las Vegas Business Press, Vegas Magazine, Vegas News, University of Nevada-Las Vegas Podcast, Vegas Seven, Fox 5, Channel 8, and XTRA 910 radio, as well as press in other major markets, including the Los Angeles Times, Philadelphia Inquirer, and Pittsburgh Tribune. The quality of our product and service offerings has been recognized with significant industry press coverage, including Yahoo.sports, Global Gaming Business, Gaming Today, Casino Enterprise Management, iGaming Business, and covers.com.

Our Business Strategy

Our goal is to be the global leader in mobile gaming systems with real-time wagering capabilities and to provide exciting traditional casino games, innovative casino-style games and dynamic race and sports book offerings. We intend to achieve this goal by employing the following strategies:

Continue to Develop and Introduce Innovative New Products

We have a history of developing and introducing innovative gaming products and services. We plan to use our expertise in financial markets, gaming and technology to continue to develop and introduce innovative new products and content primarily through mobile devices. After the contribution from Cantor discussed under “—Our Organizational Structure—The Contribution and Related Transactions,” we will own more than 500 U.S. and foreign patents and patent applications relating to mobile gaming and race and sports wagering. In addition

 

 

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to the launch of our Android®-compatible mobile sports wagering application on October 26, 2011, which enables customers to place sports wagers on all Android® devices, including mobile phones and tablets, throughout Nevada, we are also seeking approval to offer an Android®-compatible mobile gaming application, which will enable customers to similarly place mobile gaming wagers on all Android® devices while at the casino property. We are also developing mobile gaming and sports wagering applications for iOS and a mobile gaming application for iOS. We also plan to launch other products for commercially available personal mobile devices and even through the internet, differentiating in each market the technological model permitted by applicable laws and regulations.

We have popularized or introduced newer modes of race and sports betting, such as In Running™ and Inside Wagers, which offer reduced commission spot markets for wagering on sporting events. We believe, based on the growth of the overall market, that there is a significant market for In-Running™ betting on sports in the State of Nevada as well as internationally.

On the mobile gaming side, we intend to continue to introduce new proprietary games, including games known as Slottery™, Red/Black™ , Kill the Number™ and Five-Wheel™, and features that enable additional bets during traditional casino games, which we refer to as “extra odds,” which yield an increased volume turnover.

Generate Increased Mobile Gaming Revenues

We plan to expand our mobile gaming system to other casinos. In June 2011, mobile gaming wagering in casino hotel rooms was legalized in the State of Nevada, and regulations implementing such wagering have been adopted by the Nevada Gaming Commission. With our current footprint, we expect to add approximately 15,000 hotel rooms to our mobile gaming revenue opportunities as a result of these regulatory developments.

Continue to Apply Leading-Edge Technology to Improve the Gaming Experience

We seek to be the leader in developing state-of-the-art technology enhancements to improve the overall gaming experience for players. For example, our touch-based gaming system capitalizes on the general population’s familiarity with mobile phones, tablets and personal media products and provides a seamless transition to our account-based mobile gaming and sports wagering applications.

Promote the Advantages of our Products and Services

We continue to demonstrate the value of our gaming products and services to casinos which may be experiencing slowing revenue growth due to current economic conditions or otherwise, and which may have capital expenditure and operating cost limitations. For example, we believe that our system can increase overall wagering volume by: (1) dramatically expanding the playable area of a resort and a player’s potential wagering time, and (2) employing innovative games and services, such as In-Running™, that can significantly increase the number of wagers by a player. We also aim to be the leading developer and supplier of gaming content delivered through innovative mediums.

We believe that we offer a compelling value proposition to the casino by providing comprehensive gaming solutions that either the casino can operate or we can operate for them. Furthermore, we intend to use our capabilities gained from operating race and sports books and an odds-making service to develop advanced wagering methodologies, which are made possible with electronic gaming, enhancing both wagering revenues and the leadership of our technology, platform and delivery systems. We believe this integrated approach will foster more rapid adoption of our gaming products as it delivers value to both the casino and the player.

 

 

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Expand in Attractive Markets

We have initially focused our marketing efforts on casinos located in Nevada; however, we believe that we are well-positioned to enter into and successfully compete in new markets where mobile gaming or race and sports wagering may sometime be permitted, such as non-Nevada casinos in the United States, including those located on Native American reservations, and outside the United States. For example, on February 6, 2012, a New Jersey Senate committee unanimously approved a proposal which would permit mobile gaming in New Jersey casino resorts. In addition, on January 17, 2012, New Jersey enacted a law permitting sports wagering in Atlantic City casinos and at race tracks on professional and collegiate sporting events, as long as such wagering is not barred under the Professional and Amateur Sports Protection Act of 1993. Our goal is to become the comprehensive mobile gaming and wagering services solution provider to traditional as well as non-traditional gaming operations on a global basis.

Acquisitions and Strategic Alliances

We have been active in acquiring companies that possess attractive intellectual property, products and services, including Las Vegas Consultants, which we refer to as “LVSC,” Nevada’s largest odds-making company, and Game Masters, a provider of novel games and art. We intend to continue to explore acquisition opportunities that will enhance our overall position in the gaming industry.

Our Organizational Structure

We expect to enter into a contribution agreement and related transactions, which will result in the organizational structure described below.

The Contribution and Related Transactions

In connection with this offering, we expect to enter into a contribution agreement with Cantor, pursuant to which Cantor will contribute certain licenses and other assets to us and our subsidiaries in exchange for                  shares of our Class A common stock and                  Cantor Entertainment Technology Holdings exchangeable limited partnership units, which will be exchangeable with us for shares of our Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments) immediately upon the closing of this offering. See “Certain Relationships and Related Transactions—Contribution Agreement” for a description of the licenses and assets to be contributed to us. In addition, in connection with this offering, we and Cantor Entertainment Technology Holdings expect to issue the following equity interests: 95 shares and 5 shares of Class B common stock to The Howard W. Lutnick Family Trust, which we refer to as the “Trust,” and our Chairman of the Board, Howard W. Lutnick, respectively, and             ,                  and                  Cantor Entertainment Technology Holdings founding partner units to the Trust and our President, Chief Executive Officer and Director, Lee M. Amaitis, and our Executive Vice President, Chief Legal Officer, General Counsel, Secretary and Director, Stephen M. Merkel, respectively. The Trust and Messrs. Lutnick, Amaitis and Merkel will exchange their current ownership interests in our company for the foregoing shares of Class B common stock or Cantor Entertainment Technology Holdings founding partner units.

Our Organizational Structure Post-Offering

Upon the closing of this offering, we expect to be structured as a holding company and our business will be operated through two operating partnerships, Cantor Entertainment Technology U.S., which will hold our U.S. businesses, and Cantor Entertainment Technology Global, which will hold our non-U.S. businesses.

The limited partnership interests of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global will be held by us and Cantor Entertainment Technology Holdings and the limited partnership units of Cantor Entertainment Technology Holdings will be held by Cantor, the founding partners

 

 

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and the working partners. We will hold the Cantor Entertainment Technology Holdings general partnership interest and the Cantor Entertainment Technology Holdings special voting limited partnership interest, which will entitle us to remove and appoint the general partner of Cantor Entertainment Technology Holdings, and serve as the general partner of Cantor Entertainment Technology Holdings, which will entitle us to control Cantor Entertainment Technology Holdings. Cantor Entertainment Technology Holdings, in turn, will hold the Cantor Entertainment Technology U.S. general partnership interest and the Cantor Entertainment Technology U.S. special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology U.S., and the Cantor Entertainment Technology Global general partnership interest and the Cantor Entertainment Technology Global special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology Global, and serve as the general partner of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, all of which will entitle Cantor Entertainment Technology Holdings (and thereby us) to control each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. Cantor Entertainment Technology Holdings will hold its Cantor Entertainment Technology Global general partnership interest through a company incorporated in the Cayman Islands, Cantor Entertainment Technology Global Holdings GP Limited.

Upon the closing of this offering, there will be several types of economic interests in us, Cantor Entertainment Technology Holdings, Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global and they are as follows:

Cantor Entertainment Technology, Inc.

 

   

Cantor Entertainment Technology, Inc. Class A non-voting common stock (                 shares of which will be issued and outstanding upon the closing of this offering, including                 shares held by Cantor, an entity controlled by our Chairman of the Board, Howard W. Lutnick).

 

   

Cantor Entertainment Technology, Inc. Class B voting common stock (100 shares of which will be issued and outstanding upon the closing of this offering), which will be held exclusively by the Trust (95 shares) and Mr. Lutnick (5 shares). Each share of our Class A common stock is equivalent to a share of our Class B common stock for purposes of economic rights; however, shares of Class B common stock will be our only voting securities.

 

   

RSUs (of which              will be issued and outstanding upon the completion of this offering).

Cantor Entertainment Technology Holdings:

 

   

Cantor Entertainment Technology Holdings exchangeable limited partnership interests, which we refer to as “Cantor units,” (            of which will be issued and outstanding upon the closing of this offering), which will be held by Cantor, and which will be immediately exchangeable with us for our Class A common stock generally on a one-for-one basis (subject to customary anti-dilution adjustments) upon the closing of this offering.

 

   

Cantor Entertainment Technology Holdings founding partner units (            of which will be issued and outstanding upon the closing of this offering), which will be limited partnership units held by founding partners, and of which             % held by each founding partner will be immediately exchangeable with us for our Class A common stock generally on a one-for-one basis (subject to customary anti-dilution adjustments) upon the closing of this offering, and the remaining             % held by each founding partner will not be exchangeable with us unless Cantor determines that such units can be exchanged by such founding partners with us for our Class A common stock, generally on a one-for-one basis (subject to customary anti-dilution adjustments), on terms and conditions to be determined by Cantor, provided that the terms and conditions of such exchange cannot in any way diminish or adversely

 

 

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affect our rights or the rights of our subsidiaries (it being understood that our obligation to deliver shares of our Class A common stock upon exchange will not be deemed to diminish or adversely affect our rights or the rights of our subsidiaries). Cantor will be the only holder of the Cantor units as of the closing of this offering. To the extent there are any additional holders of Cantor units in the future, any such consent of Cantor will be determined by the holders of a majority in interest of the Cantor units. Cantor expects to permit such exchanges from time to time. Once a Cantor Entertainment Technology Holdings founding partner unit becomes exchangeable, such founding partner unit is automatically exchanged for our Class A common stock upon termination or bankruptcy of the holder of such interest or upon redemption by Cantor Entertainment Technology Holdings, generally on a one-for-one basis (subject to customary anti-dilution adjustments).

 

   

Cantor Entertainment Technology Holdings working partner units (            of which will be issued and outstanding upon the closing of this offering), and will not be exchangeable with us unless otherwise determined by us with the written consent of Cantor in accordance with the terms of the Cantor Entertainment Technology Holdings limited partnership agreement. Once a Cantor Entertainment Technology working partner unit becomes exchangeable, such unit is automatically exchanged for Class A common stock upon termination or bankruptcy of the holder of such unit or upon redemption by Cantor Entertainment Technology Holdings, generally on a one-for-one basis (subject to customary anti-dilution provisions). Additional Cantor Entertainment Technology Holdings working partner units will be issued in the future from time to time to certain of our employees and other persons.

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global:

 

   

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests, which will be issued and outstanding upon the closing of this offering (            and             , respectively, of which will be held by us and                  and             , respectively, of which will be held by Cantor Entertainment Technology Holdings). There will be a one-for-one exchange ratio between Cantor Entertainment Technology Holdings limited partnership units and our Class A common stock, which reflects that one Cantor Entertainment Technology Holdings limited partnership unit and one share of our Class A common stock are expected to represent an equivalent indirect economic interest in the income stream of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. As a result of Cantor Entertainment Technology Holdings’ ownership of Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests, Cantor, the founding partners and the working partners indirectly will have interests in Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests.

As a result of our expected ownership of the general partnership interest in Cantor Entertainment Technology Holdings and Cantor Entertainment Technology Holdings’ general partnership interest in each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, we expect to consolidate Cantor Entertainment Technology U.S.’s and Cantor Entertainment Technology Global’s results for financial reporting purposes.

Upon each exchange of a Cantor Entertainment Technology Holdings limited partnership unit, we will deliver shares of our Class A common stock in exchange for the underlying unit (on a one-for-one basis). Cantor Entertainment Technology Holdings will then redeem the Cantor Entertainment Technology Holdings units so acquired and deliver to us a like number of Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests underlying such Cantor Entertainment Technology Holdings units. As a result, with each exchange of a Cantor Entertainment Technology Holdings limited partnership unit, our direct interest in Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests will proportionately increase. The

 

 

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profit and loss of Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global and Cantor Entertainment Technology Holdings, as the case may be, will be allocated based on the total number of Cantor Entertainment Technology U.S. interests, Cantor Entertainment Technology Global interests and Cantor Entertainment Technology Holdings units.

 

 

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The following diagram illustrates our expected ownership structure immediately after the completion of this offering. The following diagram does not reflect our various subsidiaries or those of Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global, Cantor Entertainment Technology Holdings or Cantor, or the results of any exchange of Cantor Entertainment Technology Holdings limited partnership units:

 

LOGO

 

 

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Risks That We Face

You should carefully consider the risks described under “Risk Factors” and elsewhere in this prospectus. These risks could materially and adversely impact our business, results of operations and financial condition, which could cause the trading price of our Class A common stock to decline and result in a partial or total loss of your investment.

Executive Offices

Our principal executive offices are located at 2575 S. Highland Drive, Las Vegas, NV 89109. Our telephone number is (702) 677-3800. Our corporate website address is www.cantorgaming.com and our email address is info@cantorgaming.com. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.

 

 

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This Offering

 

Class A common stock offered by Cantor Entertainment Technology

                    shares

Class A common stock to be outstanding after this offering

                    shares(1)

Class B common stock to be outstanding after this offering

   100 shares

Total common stock to be outstanding after this offering

                    shares

Use of Proceeds

   We estimate that we will receive net proceeds from this offering of approximately $             million ($             million if the underwriters exercise in full their option to purchase additional shares) after deducting the estimated underwriting discounts and commissions and estimated offering expenses, assuming the shares of our Class A common stock are offered at $             per share, which represents the mid-point of the range set forth on the cover page of this prospectus.
   We intend to use a portion of the net proceeds to us from this offering to repay $50.0 million of the aggregate principal amount of and accrued interest on the Cantor Note. The remaining $             outstanding under the Cantor Note will be converted to a term note due January 15, 2016 and bearing interest at a rate of 8.5% per annum.
   We intend to contribute all of the remaining net proceeds to us from this offering to Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global in exchange for Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests.
   Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global intend to use the net proceeds they receive from us for various purposes, including general partnership purposes, as well as potential strategic alliances, acquisitions, joint ventures or capital investments. In addition, from time to time, we have evaluated and we expect to continue to evaluate and potentially pursue possible strategic alliances, acquisitions, joint ventures or capital investments.

Voting Rights

   Except as required by the Delaware General Corporation Law, shares of our Class A common stock do not have voting rights. Shares of our Class B common stock have voting rights, thereby entitling holders of our Class B common stock to 100% of our voting power in the aggregate immediately after this offering. Our Class B common stock is exclusively held by our Chairman of the Board, Howard W. Lutnick, and the Trust controlled by Mr. Lutnick. See “Description of Capital Stock.”

 

 

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Economic Rights

   Pursuant to our Amended and Restated Certificate of Incorporation, shares of our Class A common stock and Class B common stock are entitled to equal economic rights.

Dividend Policy

   We have not paid any dividends on our common stock to date. The payment of dividends in the future will be contingent upon the terms of our indebtedness, and our revenues and earnings, if any, capital requirements and general financial condition. It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board of Directors does not anticipate paying any dividends in the foreseeable future. See “Dividend Policy.”

Risk Factors

   You should carefully read and consider the information set forth under “Risk Factors” beginning on page 17 and all other information set forth in this prospectus before investing in our Class A common stock.

Listing

   We intend to apply to list our Class A common stock on the Nasdaq Global Market under the symbol “CETI.”

 

(1) Includes                  shares of our Class A common stock to be sold pursuant to this offering, but excludes (i) 100 shares of our Class A common stock issuable upon conversion of shares of outstanding Class B common stock, (ii)                  shares of our Class A common stock issuable upon exchange of Cantor Entertainment Technology Holdings exchangeable limited partnership units and (iii)                  shares of our Class A common stock reserved for issuance in connection with our Long-Term Incentive Plan,              of which will have been granted or be subject to awards immediately following this offering.

Unless we specifically state otherwise, all information in this prospectus assumes that our Class A common stock will be sold at $             per share, which is the mid-point of the range set forth on the cover of this prospectus.

Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ option to purchase up to                      additional shares is not exercised.

 

 

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SUMMARY CONSOLIDATED FINANCIAL DATA

Set forth below are summary historical consolidated financial data and unaudited pro forma consolidated financial data as of and for the periods presented for our operating company, Cantor G&W (Nevada), L.P.

The summary historical consolidated financial data have been prepared in accordance with accounting principles generally accepted in the United States, which we refer to as “U.S. GAAP”. The consolidated statement of operations data for fiscal years ended December 31, 2010, 2009 and 2008 and historical balance sheet data as of December 31, 2010 and 2009, have been derived from, and should be read in conjunction with, the audited consolidated financial statements appearing elsewhere in this prospectus. The unaudited historical financial data for the nine months ended September 30, 2011 and 2010 have been derived from the unaudited condensed consolidated financial statements appearing elsewhere in this prospectus, which have been prepared on a basis consistent with the annual audited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments necessary for a fair presentation of the results for such periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The unaudited pro forma consolidated statements of operations data for the year ended December 31, 2010 and the nine months ended September 30, 2011 were derived by applying pro forma adjustments to our operating company’s consolidated statements of operations data for the year ended December 31, 2010 and the nine months ended September 30, 2011. The unaudited pro forma consolidated statement of operations data for the year ended December 31, 2010 and the nine months ended September 30, 2011 present our operating company’s results of operations and financial position assuming that the contribution of the licenses and other assets by Cantor had been completed as of January 1, 2010 with respect to the unaudited pro forma consolidated statement of operations data and at September 30, 2011 and December 31, 2010 with respect to the unaudited pro forma consolidated balance sheet data.

The following information is only a summary and should be read in conjunction with the audited and unaudited consolidated financial statements and the related notes appearing elsewhere in this prospectus, the financial information included in this prospectus in the sections entitled “Selected Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section entitled “Risk Factors.”

 

 

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The summary pro forma financial data are included for informational purposes only and should not be considered indicative of actual results that would have been achieved had these events actually been consummated on the dates indicated and do not purport to indicate results of operations as of any future date or for any future period. Please refer to “Unaudited Pro Forma Consolidated Financial Information” included in this prospectus for more information regarding the pro forma adjustments.

 

    (Unaudited)
Nine  Months

Ended September 30,
    (Audited)
For the Years
Ended December 31,
    (Unaudited)
(Amounts in thousands, except per share data)   2011     2010     2010     2009     2008     Pro Forma

STATEMENT OF OPERATIONS DATA

           

Operating revenues:

           

Race and sports book

  $ 7,275      $ 3,541      $ 4,359      $ 612      $ —       

Mobile gaming

    1,348        55        5        161        —       

Sports and odds subscriptions

    414        526        697        839        215     

Financial fixed odds

    387        409        460        —          —       

Slot route

    396        375        493        455        —       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Total revenues

    9,820        4,906        6,014        2,067        215     

Less: Promotional allowances

    (2,072     (224     (225     (554     —       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Net revenues

    7,748        4,682        5,789        1,513        215     

Operating costs and expenses:

           

Costs of revenues

    13,652        8,585        13,871        7,242        —       

Selling, general and administrative

    7,155        6,234        7,956        7,537        9,930     

Depreciation and amortization

    3,562        3,113        4,384        2,918        543     

Loss on disposal of assets

    —          —          1,809        1,726        135     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Total operating costs and expenses

    24,369        17,932        28,020        19,423        10,608     

Operating loss

    (16,621     (13,250     (22,231     (17,910     (10,393  

Other expenses:

           

Interest expense

    5,612        3,740        5,213        3,608        1,483     
           

Loss from operations before income taxes

           

Provision (benefit) for income taxes

           
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Consolidated net loss

    (22,233     (16,990     (27,444     (21,518     (11,876  

Less: Net loss attributable to non-controlling interest in subsidiaries

    (29     (123     (147     (150     —       

Net loss attributable to Cantor G&W (Nevada), L.P. / available to common stockholders

  $ (22,204   $ (16,867   $ (27,297   $ (21,368   $ (11,876  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

BALANCE SHEET DATA (for period ended)

           

Cash and cash equivalents

    19,302        15,656        16,012        11,177        43     

Fixed assets and leasehold improvements, net

    34,579        22,075        26,602        20,056        13,215     

Other assets

    12,512        4,526        4,290        3,685        2,997     

Total assets

    66,393        42,257        46,904        34,918        16,255     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Total liabilities

    162,962        106,137        121,240        81,810        41,628     

Partners’/stockholders’ equity (deficit)

           

Stockholders’ equity

           

Class A common stock, par value $0.01 per share;              shares authorized;              shares issued and outstanding at September 30, 2011

           

Class B common stock, par value $0.01 per share;              shares authorized;              shares issued and outstanding at September 30, 2011

           

Additional paid-in capital

           

Accumulated other comprehensive income (loss)

           

Non-controlling interest

    (326          

Retained deficit

    (96,243          
 

 

 

           

Total partners’/stockholders’ equity (deficit)

    (96,569          

Total liabilities and partners/stockholders’ equity (deficit)

  $ 66,393      $ 42,257      $ 46,904      $ 34,918      $ 16,255     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

Per share data

           

Basic loss per share

           

Fully diluted loss per share

           

Basic weighted average shares of common stock outstanding

           

Fully diluted weighted average shares of common stock outstanding

           

 

 

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this prospectus, before deciding whether to invest in our Class A common stock. If any of the events highlighted in the following risks actually occurs, our business, results of operations and financial condition would likely suffer. In such an event, the trading price of our Class A common stock would likely decline, and you could lose part or all of your investment in our Class A common stock.

Risks Related to Our Business

Our Class A common stock has no voting rights. Upon the closing of this offering, our Chairman of the Board will control 100% of our voting stock and all actions requiring the vote or consent of our stockholders, which may have an adverse effect on the trading price of our Class A common stock and may discourage a takeover.

Upon the closing of this offering, our Chairman of the Board, Howard W. Lutnick, directly or through the Trust controlled by him, will own all of our only class of voting securities, our Class B common stock. Accordingly, Mr. Lutnick will control the election of all members of our Board of Directors and all other actions requiring a vote of our stockholders. Except as required by the Delaware General Corporation Law, which we refer to as the “DGCL,” holders of shares of Class A common stock will not have the right to vote for the election of directors or for any other action requiring a vote of stockholders. No assurances can be given that Mr. Lutnick and the Trust controlled by him will exercise their control of us in the same manner that a majority of holders of shares of Class A common stock would if they were entitled to vote on actions currently reserved exclusively for holders of shares of Class B common stock. In addition, the control of a majority of our voting stock by Mr. Lutnick and the Trust controlled by him will make it impossible for a third party to acquire voting control of us without Mr. Lutnick’s consent. This differential in voting rights between the Class A common stock and Class B common stock could adversely affect the market price for our Class A common stock.

We have a limited operating history on which to evaluate our business.

We have only a limited operating history, particularly outside the United States, upon which you can evaluate our prospects and future performance. Our business model is unproven, and the lack of meaningful historical financial data makes it difficult to evaluate our prospects. To the extent that we are able to implement our business strategy, our business could be subject to all of the problems that typically affect a business with a limited operating history, such as unanticipated expenses, capital shortfalls, delays in product development, possible cost overruns and regulatory and competitive uncertainties. Additional risks include our failure or inability to:

 

   

provide products and services to our customers that are reliable and cost-effective;

 

   

increase awareness of our brand;

 

   

respond to technological developments or product and service offerings by competitors; and

 

   

respond to opportunities presented by changes in law and regulation.

We may not be able to implement our business strategy successfully, or at all.

We have a history of cumulative net losses and we may continue to incur cumulative net losses and generate negative cash flow from operations in the future.

Since our inception, we have incurred substantial costs to develop our technology and infrastructure. As a result, from our inception through September 30, 2011, we have sustained a cumulative net loss of approximately $96.6 million on a consolidated basis. We may continue to incur losses and generate negative cash flow from operations in the future as we continue to develop our business and products and services and expand our brand recognition and customer base through increased marketing efforts.

 

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Our failure to retain and extend our existing contracts with our casino partners and to win new casino partners could have a material adverse effect upon our business, results of operations and financial condition.

We have entered into contracts to operate mobile gaming and race and sports books with our casino partners, including with the operating companies of the resorts known as The Venetian, The Palazzo, the M Resort, the Cosmopolitan of Las Vegas, the Tropicana Las Vegas, the Hard Rock Hotel & Casino and the Palms Casino Resort. While our contracts provide that we are the exclusive operator of mobile gaming and race and sports book wagering, they do not preclude the resorts from offering other forms of traditional or electronic gaming. Upon the expiration of its contracts with us, a gaming establishment may award a new mobile gaming or race and sports book contract through a competitive procurement process in which we may be unsuccessful in winning a new contract or be forced to pay higher rent or greater handle or profit participations to the gaming establishment in order to renew our contract, or may choose to operate such services itself. In addition, some of our contracts permit gaming establishments to terminate certain contracts at any time for our failure to perform and for other specified reasons, which termination, under certain circumstances, may result in our obligation to pay liquidated damages approximating the amount of our investment. The termination or failure to renew or extend one or more contracts, or the renewal or extension of one or more of our contracts on materially altered terms, could have a material adverse effect upon our business, results of operations and financial condition.

If we do not expand the use of our mobile gaming system, or if casino patrons do not use our mobile gaming system, our revenues will be adversely affected.

Mobile gaming is relatively new. The success of our business strategy depends, in part, on our ability to maintain and expand the number of our casino partners and casino patrons that use our mobile gaming system. We cannot assure you that we will be able to maintain and expand the number of our casino partners and casino patrons that use our mobile gaming system.

Our lack of revenue diversification may adversely affect our operating results and place us at a competitive disadvantage.

We have derived a majority of our total revenues to date from our race and sports book business. If we fail to diversify our product and service offerings, our operating results and future profitability will continue to depend primarily on our race and sports book business. Any event that reduces the amount of revenues that we receive from this business, including the loss of one or more of our significant casino partners, could cause our revenues to decline significantly and our business, results of operations and financial condition would suffer.

In addition, our dependence on revenues derived from our race and sports book business may place us at a competitive disadvantage. Some of our competitors in the gaming industry benefit from a more diversified product and service offering. As a result, lower gaming volume may impact our operating results and future profitability more significantly than our competitors.

Due to our current concentration of race and sports wagering among a small group of players, a loss of one or more of our significant players could harm our business, results of operations and financial condition.

A significant portion of our race and sports wagers is attributable to the play of a limited number of players. The loss or a reduction in the play of some or all of these customers could harm our business, results of operations and financial condition. In addition, unlike many race and sports books that place a cap on the amount of a wager (anywhere from $1,000 to $10,000) on a given event, we generally permit players to place large wagers. We believe that permitting our players to place large wagers on sporting events will increase volume; however, it also exposes us to potential losses, particularly if we are unable to effectively balance such wagers. Such losses may have a negative impact on cash flow and earnings in a particular quarter.

 

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Our success in the race and sports book business depends on our ability to continue to attract patrons, manage our risk and volatility and make capital investments in expansion of our operations and development of new technologies.

Our success in the race and sports book business depends on our ability to continue to attract patrons, including frequent bettors and bettors who make large wagers, drive volume through marketing, diversify the methods by which patrons may place wagers, offer competitive and diversified wagering products, and manage risk and volatility. Our race and sports book revenues are based on hold percentage, meaning the ratio of the amount we win from patrons and the amount wagered. If we do not successfully manage our risk, including balancing wagers received on a specific event, which we are not always able to do, we could experience large losses, resulting in a low hold percentage. Without a sufficiently high volume of wagers, we will not earn sufficient revenues, even if we achieve an optimum hold percentage.

Moreover, we have traditionally made large capital investments to design and construct new or improved race and sports books at our casino partners. In some cases, we have the potential to recover some or all of that investment from mobile gaming revenues, but not from race and sports operations. If mobile gaming is unsuccessful, we are unlikely to recover that investment. The expansion of our race and sports product to other casino partners is likely also to require capital investment.

Our success in mobile gaming depends on our ability to develop technologies and products that appeal to players.

Our success in mobile gaming depends on continually developing and successfully marketing new technologies and games with strong and sustained player appeal. Our ability to do so depends on the preferences of gaming establishment players who play casino-style games and slots. The success in mobile gaming of our business strategy will depend to a large extent on broad market acceptance of our mobile gaming system among casinos and their players. Although we believe that a significant market exists for mobile gaming, the acceptance of our mobile gaming system by casinos and their players will depend on our ability to demonstrate the economic and other benefits of our products to casinos and their players becoming comfortable with using our mobile gaming system and account-based gaming and sports wagering systems, the attractiveness of the casino-style games that players can play using our mobile gaming system, the ease of use, the reliability of the hardware and software within our mobile gaming system, and the continued approval of our technology by gaming regulators.

A new game or updated mobile gaming system will be accepted by casino operators only if we can show that it is likely to produce more revenues and net wins to the casino operator than our competitors’ products. Some of our agreements include certain performance criteria such that, if not met, they may be terminated before the end of their stated term by our casino partners. If our current or future products do not achieve significant market acceptance, we may not recover our development, regulatory approval, installation or promotion costs at casino sites.

To increase awareness of our gaming products and services and brand, we may need to incur significant marketing expenses.

To successfully execute our business strategy, we must build awareness and understanding of our gaming products and services and brand. In order to build this awareness, our marketing efforts must succeed and we must provide high-quality products and services. These efforts may require us to incur significant expenses. We cannot assure you that our marketing efforts will be successful or that the allocation of funds to these marketing efforts will be the most effective use of those funds.

We expect to spend substantial amounts on research and development, but these efforts may fail or lead to operational problems that could negatively impact our operations.

In order to compete effectively in an era of technological changes, we must continually enhance our existing products and services and develop, introduce and market new products and services. As a result, we expect, as

 

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needed, to continue to make a significant investment in the development of products and services, including, for example, new games, diversified wagering types and enhanced player experience and payment procedures. Our development of products and services is dependent on factors such as assessing market trends and demands and obtaining requisite governmental approvals. Although we are pursuing and will continue to pursue development opportunities, we may fail to develop any new products or services or enhancements to existing products or services. Our ability to develop enhancements and improvements or new products or services may be limited by the intellectual property rights of our competitors or others. Even if new products or services are developed, these products or services may not prove to be commercially viable, or we may not be able to obtain the various gaming licenses and approvals necessary to distribute these products or provide these services to our customers. We may experience operational problems with such products after commercial introduction that could delay or defeat the ability of such products to generate revenues. Future operational problems could increase our costs, delay our plans or adversely affect our reputation or our sales of other products, which, in turn, could materially adversely affect our prospects. We cannot predict which of the many possible future products will meet evolving industry standards and casino or player demands.

Our failure to properly manage our growth effectively could have a material adverse effect upon our business, results of operations and financial condition.

In order to execute our business strategy, we must grow significantly. This growth could place significant strain on our existing management team and other personnel, management systems and resources. For example, the deployment and installation of cabling, network and server infrastructure and other technology related to our mobile gaming and race and sports book operations, as well as the redesign or reconstruction of new race and sports book facilities, require significant design, production planning and quality assurance efforts. In particular, we will be required to seamlessly integrate our wireless infrastructure throughout various areas of large-scale casinos and resorts in order to create a secure and reliable mobile network with no perceived disruption to casino or resort function. These plans may strain our technology development and project management capabilities and resources. Significant growth will also require us to improve our financial, accounting and operational systems and controls. Expansion into new geographic areas would further strain our limited operational and marketing resources. We cannot assure you that we will properly manage our growth effectively, and failure to do so may have a material adverse effect upon our business, results of operations and financial condition.

Changes in technology may make our technology and products less profitable or obsolete and cause significant losses.

Future technological advances in the gaming market may result in the availability of new products or increase the efficiency of existing products. We may not be able to adapt to such technological changes. If a technology becomes available that is more cost-effective or creates a superior product, we may be unable to access such technology or its use may involve substantial capital expenditures that we may be unable to finance. Existing, proposed or as yet undeveloped technologies may render our technologies and products less viable, less profitable or obsolete. We may not have available the financial and other resources to compete effectively against companies possessing such technologies. If we were to fail to develop our product and service offerings to take advantage of technological developments, we may fall behind our competitors, and our business, results of operations and financial condition could suffer.

Our expansion opportunities to other states and jurisdictions are limited by law and regulation.

Mobile gaming and sports wagering, and to a lesser extent wagering on horse racing, are not currently permitted by law or regulation in many jurisdictions outside of Nevada. Such limitations could adversely affect our ability to expand our business model into other states or jurisdictions.

Moreover, each of our server-based systems and respective games must be approved in each jurisdiction in which it is placed, and we cannot assure you that the system software, a particular game, or associated hardware or software will be approved in any jurisdiction. To expand into new jurisdictions, we may need to be licensed,

 

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obtain approvals of our products and/or seek licensure of our officers, directors, major stockholders, key personnel or business partners. If we fail to seek, do not receive or receive a revocation of a license in a particular jurisdiction for our systems and games, hardware or software, we cannot offer, operate, sell or lease our products in that jurisdiction.

Our ability to retain our key employees and the ability of certain key employees to devote adequate time to us are critical to the success of our business, and failure to do so may adversely affect our revenues and as a result could have a material adverse effect on our business, results of operations and financial condition.

Our future success depends to a significant degree on the skills, experience and efforts of our key personnel. We depend heavily on the ability and experience of a small number of senior executives who have experience with our operations and the electronic gaming device industry, including, in particular, our Chairman of the Board, Howard W. Lutnick, our President, Chief Executive Officer and Director, Lee M. Amaitis, our Executive Vice President, Chief Legal Officer, General Counsel, Secretary and Director, Stephen M. Merkel, our Chief Financial Officer, Douglas R. Barnard, our Chief Accounting Officer, Coreen Sawdon, and our Vice President, Compliance Officer, Deputy General Counsel and Assistant Secretary, Whitney Thier. Mr. Lutnick also serves as the Chairman and Chief Executive Officer of Cantor and Chairman and Chief Executive Officer of BGC Partners. Mr. Merkel also serves as Executive Managing Director, General Counsel and Secretary of Cantor and Executive Vice President, General Counsel and Secretary of BGC Partners. Mr. Barnard also serves as Executive Managing Director and the Chief Financial Officer of Cantor. In addition, Messrs. Lutnick, Merkel and Barnard also hold offices at various other affiliates of Cantor. Currently, Mr. Amaitis, Ms. Sawdon and Ms. Thier spend substantially all of their time on our matters; however, Messrs. Lutnick, Merkel and Barnard dedicate only a portion of their professional efforts to our business and operations, and there is no contractual obligation for them to spend a specific amount of their time with us, Cantor and/or BGC Partners. These key employees may not be able to dedicate adequate time to our business and operations, and we could experience an adverse effect on our operations due to the demands placed on our management team by their other professional obligations. These key employees’ other responsibilities also could cause conflicts of interest with us. In addition, we rely on our Director of Race and Sports Risk Management to set lines and odds and balance our risk in our race and sports operations.

The loss of any of our key employees or the failure of any of our senior executives to obtain or maintain the requisite regulatory licenses, permits or determination of suitability could have a material adverse effect on our business, results of operations and financial condition.

Changes in licensed positions must be reported to the Nevada gaming authorities. Persons fulfilling those roles must be found suitable and the authorities may deny an application for a finding of suitability. The Nevada gaming authorities may disapprove a change in a corporate position, such as a change in job title or substantive job responsibilities. Any such disapproval would prevent us from re-deploying our key employee talent in new functional roles even if management desires to do so. A loss of one of our senior executives due to a denial of a finding of suitability from the Nevada gaming authorities could have a material adverse effect upon our business, results of operations and financial condition.

Our future success also depends upon our ability to attract, train and retain product and technology development and key marketing personnel and key managers as we further develop our products and technology and as we plan to enter new markets and/or expand in existing markets. Due to licensing requirements of these personnel that may be imposed by gaming authorities, our pool of potential employees may be more limited than in other industries. Competition for individuals with the skills required is intense, and we may not be successful in recruiting such personnel. In addition, we may not be able to retain such individuals as they may leave our company and go to work for our competitors. Moreover, the fees and costs of licensure by the gaming authorities are high, further burdening us in the event of employee turnover. If we are unable to attract or retain key personnel, our business, results of operations and financial condition could be materially adversely affected.

 

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We are dependent on our intellectual property and trade secrets, and we may be unable to protect our intellectual property and trade secrets from infringement, misappropriation, or claims of infringement or invalidity.

The gaming industry is characterized by the use of various forms of intellectual property. We are dependent upon patented technologies, trademarked brands and proprietary information for our business. We endeavor to protect our intellectual property rights and our products through a combination of patent, trademark, trade dress, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.

We have the right to use numerous pending and granted patents and trademarks, and we utilize patent protection relating to certain existing and proposed processes and products. We cannot assure you that all of our existing patents are valid or enforceable or will continue to be valid or enforceable, or that any pending patent applications will be approved. The patents could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Competitors may infringe our patents, and we may not have adequate resources or there may be other reasons we do not enforce our patents.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we generally require employees, consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements are fully enforceable or will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. Our inability to maintain the proprietary nature of our technologies would have a material adverse effect upon our business, results of operations and financial condition.

We also rely on trademarks, trade names, trade dress, copyrights and brand names to distinguish our products from the products of our competitors. We or our affiliates have registered or applied to register many of these trademarks. We cannot assure you that these trademark applications will be approved or that all of such intellectual property is or will remain valid or enforceable. We cannot assure you that we will be able to build and maintain goodwill in these trademarks or other intellectual property or that any trademark, copyright, issued patent or other types of intellectual property will provide competitive advantages for us. Third parties may oppose these trademark applications or challenge our use of the trademarks. In the event that these trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and require us to devote resources towards advertising and marketing new brands. Further, our competitors may infringe these trademarks or other intellectual property, and we may not have adequate resources to or otherwise not enforce these trademarks or other intellectual property.

We also face the risk that we may have infringed or could in the future infringe third parties’ intellectual property rights and could be sued for the same. We have many competitors in both the United States and foreign countries, some of which have substantially greater resources and have made substantial investments in competing technologies. Some competitors have applied for and obtained, and may in the future apply for and obtain, patents that may prevent, limit or otherwise interfere with our ability to make and sell our products. Any royalty, licensing or settlement agreements, if required, may not be available to us on acceptable terms or at all.

We may in the future be subject to claims of infringement of intellectual property rights of third parties or invalidity or unenforceability of our intellectual property rights made against us by third parties or made by third parties against our licensees or manufacturers in connection with their use of our technology. A successful challenge to or invalidation of one of our patents or trademarks, a successful claim of infringement by a third party against us, our products, or one of our licensees in connection with the use of our technology, or an unsuccessful claim of infringement made by us against a third party or its products could adversely affect our business or cause us financial harm. Litigation over intellectual property can be lengthy, expensive and disruptive to our business, even if we win.

 

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In addition, we may not be able to deter current and former employees, consultants, and other parties from breaching confidentiality agreements with us and misappropriating proprietary information from us. If we are unable to adequately protect our intellectual property, it could have a material adverse effect on the value of our intellectual property or our business, results of operations and financial condition.

Our cost structure is comprised of certain significant fixed costs. If our revenues decline and we are unable to timely reduce our costs, our profitability will be adversely affected.

Our cost structure is comprised of certain significant fixed costs. We may be unable to immediately react to a decline in our revenue streams. Accordingly, our inability to timely reduce our fixed costs may result in losses or reduce any profits we may generate in the future. We base our expectations of our cost structure on historical and expected levels of demand for our products and services, as well as our fixed operating infrastructure, such as rent, computer hardware and software, hosting facilities and security and staffing levels. If demand for our products and services declines, we may not be able to adjust our cost structure on a timely basis, and our revenues and any future profitability will be adversely affected.

Because our business is developing, we cannot predict our future capital needs or our ability to secure additional financing.

We anticipate, based on management’s experience and current industry trends, that our existing cash resources, combined with the net proceeds we will receive from this offering, will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months. However, we may need to raise additional funds to:

 

   

support more rapid growth in our business;

 

   

develop new or enhanced products and services;

 

   

respond to competitive pressures;

 

   

acquire complementary businesses and/or technologies;

 

   

give us the financial wherewithal to absorb gaming risk in our race and sports book operations; and

 

   

respond to unanticipated requirements.

We cannot assure you that we will be able to obtain additional financing when needed on terms that are acceptable, if at all.

We are leveraged, which could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations under our indebtedness.

As of September 30, 2011, we owed Cantor approximately $144.4 million pursuant to a demand promissory note line of credit and related accrued interest that we initially entered into with Cantor on December 8, 2004, as amended, which we refer to as the “Cantor Note.” If a default were to occur and we were unable to meet our obligations, we would be forced to restructure or refinance our indebtedness or sell additional equity or assets, which we may not be able to do on favorable terms or at all.

Our indebtedness could have important consequences for investors, including:

 

   

it may limit our ability to borrow money, dispose of assets or sell equity to meet our working capital needs, fund capital expenditures and dividend payments, service our debt, or pursue strategic initiatives;

 

   

it may limit our flexibility in planning for, or reacting to, changes in our operations or business;

 

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we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

 

   

it may make us more vulnerable to downturns in our business or the economy; and

 

   

there would be a material adverse effect on our business, results of operations and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.

In connection with the closing, we expect that $             million of the Cantor Note will be converted into a term note due January 15, 2016 and bearing interest at a rate of 8.5% per annum.

Seasonal variations in tourism in Las Vegas and the seasonal nature of major sports leagues and sporting events can be expected to cause seasonal fluctuation in our revenues.

We have derived almost all of our total revenues to date from our race and sports book business. As a result, our revenues are dependent upon the number of players and volume of gaming activity at our casino partners, as well as player interest in betting on sporting events. Our revenues vary throughout the year depending upon tourism in Las Vegas, which varies seasonally and may be affected by the timing of conventions and special events, as well as the level of play during major holidays, particularly New Year’s Eve, and factors out of our control, such as limited or cancelled sports seasons. Revenues of our race and sports book business also vary seasonally depending upon the level of player interest in current sporting events, and tend to be higher during certain sporting seasons, including the National Football League, NCAA football and basketball, and around certain events such as the Super Bowl and “March Madness.” Our revenues during these periods constitute a large percentage of our annual revenues and may not be indicative of our results for a full-year period. Furthermore, due to the increase of gaming activity in certain seasons, we may incur a disproportionate amount of our annual losses during these periods.

We may require additional capital to meet our financial obligations and support business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new mobile games and features or enhance our existing mobile games, develop new wagering products and services, make capital improvements in our existing race and sports books or new operations, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

We may pursue strategic alliances, acquisitions or joint ventures that could present unforeseen integration obstacles or costs and could dilute the common stock owned by our stockholders. We may also face competition in our acquisition strategy, which may limit our number of acquisitions and growth opportunities.

We have explored a wide range of strategic alliances, acquisitions or joint ventures with other companies that have interests in businesses in which there are strategic opportunities. For example, in November 2008 we acquired LVSC. From time to time, we have evaluated and we expect to continue to evaluate and potentially pursue possible strategic alliances, acquisitions, or joint ventures. These acquisitions may be necessary in order for us to enter into or develop new products and geographic areas.

 

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Strategic alliances, acquisitions and joint ventures involve a number of risks and present financial, managerial, regulatory and operational challenges, including:

 

   

potential disruption of our ongoing business and product development and distraction of management;

 

   

difficulty retaining and integrating personnel and integrating financial and other systems;

 

   

the necessity of hiring additional management and other critical personnel and integrating them into current operations;

 

   

increasing the scope, geographic diversity and complexity of our operations;

 

   

potential dependence upon, and exposure to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control;

 

   

potential unfavorable reaction to our strategic alliance, acquisition or joint venture strategy by our casino partners and customers;

 

   

the requirement that any counterparty be a suitable business partner from the perspective of our gaming regulators;

 

   

to the extent that we pursue business opportunities outside the United States, exposure to political, economic, legal, regulatory, operational and other risks that are inherent in operating in a foreign country, including risks of possible nationalization, expropriation, price controls, capital controls, exchange controls and other restrictive governmental actions, as well as the outbreak of hostilities;

 

   

conflicts or disagreements between any strategic alliance or joint venture partners and us; and

 

   

exposure to additional liabilities of any acquired business, strategic alliance or joint venture.

In addition, we expect to face competition for acquisition candidates, which may limit the number of acquisitions and growth opportunities and may lead to higher acquisition prices. There can be no assurance that we will be able to identify, acquire or manage profitably additional businesses or to integrate successfully any acquired businesses without substantial costs, delays or other operational or financial difficulties.

As a result of these risks and challenges, we may not realize any anticipated benefits from strategic alliances, acquisitions or joint ventures, and such strategic alliances, acquisitions or joint ventures may in fact materially adversely affect our business, results of operations and financial condition. In addition, future strategic alliances, acquisitions or joint ventures or the hiring of new personnel may involve the issuance of additional shares of our common stock, which may dilute your ownership of us or may involve litigation.

If we were deemed an “investment company” under the Investment Company Act of 1940, as amended, as a result of our ownership of Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global or Cantor Entertainment Technology Holdings, applicable restrictions could make it impractical for us to continue our business as contemplated and could materially adversely affect our business, results of operations and financial condition.

If we were to cease participation in the management of Cantor Entertainment Technology Holdings (or if Cantor Entertainment Technology Holdings, in turn, were to cease participation in the management of Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global) or not be deemed to have a majority of the voting power of Cantor Entertainment Technology Holdings (or if Cantor Entertainment Technology Holdings, in turn, were deemed not to have a majority of the voting power of Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global), our interest in Cantor Entertainment Technology Holdings or Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global could be deemed an “investment security” for purposes of the Investment Company Act as amended, which we refer to as the “Investment Company Act.” If Cantor Entertainment Technology Holdings ceased to participate in the management of Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global or be

 

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deemed not to have a majority of the voting power of Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global, its interest in Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global could be deemed an “investment security” for purposes of the Investment Company Act. Generally, an entity is an “investment company” if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items), absent an applicable exemption. We are a holding company and hold Cantor Entertainment Technology U.S. limited partnership interests, Cantor Entertainment Technology Global limited partnership interests, the Cantor Entertainment Technology Holdings general partnership interest and the Cantor Entertainment Technology Holdings special voting limited partnership interest, which entitles the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology Holdings. A determination that we hold more than 40% of our assets in investment securities could result in us being an investment company under the Investment Company Act and becoming subject to registration and other requirements of the Investment Company Act.

The Investment Company Act and the rules thereunder contain detailed prescriptions for the organization and operations of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, limit the issuance of debt and equity securities, prohibit the issuance of stock options and impose certain governance requirements. If anything were to happen that would cause us or Cantor Entertainment Technology Holdings to be deemed to be an investment company under the Investment Company Act, the Investment Company Act would limit our or its capital structure, ability to transact business with affiliates (including Cantor, Cantor Entertainment Technology Holdings or us, as the case may be) and ability to compensate key employees. Therefore, if Cantor Entertainment Technology Holdings or we became subject to the Investment Company Act, it could make it impractical to continue our business, impair agreements and arrangements, and the transactions contemplated by those agreements and arrangements, between and among us, Cantor Entertainment Technology Holdings, Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global and Cantor or any combination thereof and materially adversely affect our business, results of operation and financial condition.

Risk Factors Specifically Associated with our International Operations

Because we expect to continue to expand our operations outside the United States, we may face special economic and regulatory challenges that we may not be able to meet.

In addition to our current business in the United Kingdom, we plan to further expand our operations throughout Europe, Asia and elsewhere in the future. There are certain risks inherent in doing business in international markets, particularly in the regulated gaming industry. These risks include:

 

   

unexpected changes in regulatory requirements, tariffs and other trade barriers;

 

   

difficulties in staffing and managing foreign operations;

 

   

fluctuations in currency exchange rates and currency restrictions;

 

   

reduced protection for intellectual property rights; and

 

   

potentially adverse tax consequences.

We are required to comply with the laws and regulations of foreign governmental and regulatory authorities of each country in which we conduct business. These may include laws, rules and regulations relating to any aspect of the gaming business, including the wagering product, monetary transactions, capital structure, record-keeping, technical standards, compliance and reporting obligations, employee registration requirements and the conduct of directors, officers and employees. Any failure to develop effective compliance and reporting systems could result in regulatory penalties or loss of licensure or other permission to conduct the underlying business in the applicable jurisdiction and other sanctions.

 

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Certain Nevada gaming laws apply to our gaming activities and associations outside of Nevada.

Certain gaming laws of the State of Nevada also apply to gaming activities and associations in jurisdictions outside of Nevada. With respect to our United Kingdom or other foreign operations, we and our subsidiaries that must be licensed to conduct gaming operations in Nevada are required to comply with certain reporting requirements concerning gaming activities and associations in all non-Nevada jurisdictions. We also will be subject to disciplinary action by the Nevada Gaming Control Board or Nevada Gaming Commission if we:

 

   

fail to conduct operations in accordance with the standards of honesty and integrity required of Nevada gaming operations;

 

   

knowingly violate any relevant laws relating to our non-Nevada gaming operations, including by violating the United States Foreign Corrupt Practices Act, which we refer to as the “FCPA,” which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business or the United Kingdom Bribery Act of 2010 whose provisions extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties;

 

   

engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;

 

   

engage in any activity or enter into any association that interferes with the ability of Nevada to collect gaming taxes and fees; or

 

   

employ, contract with or associate with any person in our foreign gaming operations who has been denied a license or a finding of suitability in Nevada on the ground of unsuitability, or who has been found guilty of cheating at gambling.

Such disciplinary action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals held by us, and the imposition of substantial fines.

Moreover, we would be subject to the risk that Nevada regulators could determine that the non-Nevada gaming regulatory frameworks have not developed in a way that would permit us to conduct operations in such jurisdictions in a manner consistent with the way in which we intend, or the Nevada gaming authorities require us, to conduct our operations in Nevada.

In addition, if the Nevada State Gaming Control Board determines that any actual or intended activities or associations of our operations in the United Kingdom or other jurisdiction may be prohibited pursuant to one or more of the standards described above, the Nevada State Gaming Control Board can require us to file an application with the Nevada Gaming Commission for a finding of suitability of the activity or association. If the Nevada Gaming Commission finds that the activity or association in a foreign jurisdiction is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Gaming Commission find that our gaming activities or associations in a foreign jurisdiction are unsuitable, we may be prohibited from undertaking gaming activities or associations in such jurisdictions, or be required to divest investment in our gaming operations in such jurisdictions, possibly on unfavorable terms.

We are required to be licensed under and comply with gaming laws in the United Kingdom. Our failure to maintain our licenses in the United Kingdom or to comply with such gaming laws could have an adverse effect on our business, results of operations and financial condition.

We are required to maintain certain licenses from the United Kingdom Gambling Commission, which we refer to as the “UK Gambling Commission,” in order to conduct our operations in the United Kingdom. In order

 

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to maintain such licenses, we are required to comply with the United Kingdom Gambling Act of 2005, which we refer to as the “Gambling Act of 2005,” and certain regulations thereunder.

The Gambling Act of 2005 and therefore the authority of the UK Gambling Commission extends to all betting and gambling that is conducted in the United Kingdom. Therefore, all gambling and betting establishments within the United Kingdom and in addition, all online operations which have equipment for the provision of remote gambling located in the United Kingdom, must obtain an operating license from the UK Gambling Commission. Key individuals within gambling licensees need to obtain a personal license from the UK Gambling Commission. Only the holders of UK Gambling Licences (and those licensed by other European jurisdictions and certain other jurisdictions approved by the UK Government) are permitted to advertise and offer their services into the United Kingdom.

Cantor Gaming & Wagering Limited, a subsidiary of ours, holds both a Remote Gambling Operator’s License and a Gambling Software License from the Gambling Commission. This means that we can offer FFO online in the United Kingdom as bookmaker and that we can also white label FFO to other bookmakers in the United Kingdom to offer to their customers. Our white label arrangements in Gibraltar with 32 Red, PartyGaming and Victor Chandler do not require us to be licensed in the United Kingdom.

The UK Gambling Commission also has the authority to take certain measures to ensure compliance with the UK Gambling Act of 2005 and regulations thereunder, including reviewing financial information about us and imposing additional license conditions. As part of its review of the activities of licensees, the UK Gambling Commission periodically assesses the suitability of licensees to hold, or continue to hold, a license, the provision of gambling and related activities by licensees and the gambling products offered by licensees. If the UK Gambling Commission determines that we are not compliant with the Gambling Act of 2005 or regulations thereunder, it may impose sanctions on us, including warnings, fines or imposition of additional conditions on, or suspension or revocation of, our license. Any additional conditions imposed on our license may increase our costs of conducting business in the United Kingdom. Such costs, as well as any fines or any loss of revenue during any period of suspension or revocation of our license to conduct our operations in the United Kingdom, may have an adverse effect on our business, results of operations and financial condition.

Risks Related to Our Industry

We are subject to extensive governmental regulation, the enforcement of which could adversely impact our business, results of operation and financial condition.

The manufacture, distribution and operation of server-based mobile gaming is subject to extensive federal, state, local and foreign regulations and taxes. The jurisdictions in which we operate or intend to operate require licenses, permits, documentation of qualification, including evidence of financial stability, and other forms of approval of our company and our officers, directors, major stockholders and key employees, along with our products. Licenses, approvals or findings of suitability may be revoked, suspended, limited or conditioned. We cannot assure you that we will be able to obtain or maintain all necessary registrations, licenses, permits or approvals, that the licensing process will not result in delays or adversely affect our operations and our ability to maintain key personnel, or that complying with these regulations will not significantly increase our costs.

The Nevada gaming laws and regulations require us to obtain approval from the gaming regulators of our mobile gaming system and games, sports book account-based wagering systems, and various technology utilized in our slot route operations, race and sports book operations and mobile gaming operations. The regulations also require that we and our officers, directors, major stockholders and key employees obtain and maintain additional licenses, permits or other forms of approvals. If we are unable to obtain or maintain approval of our technology and operations as required by the regulations, or if we or the individuals with whom we are associated are unable to obtain or maintain approvals, licenses or permits required by the regulations, we will be unable to continue some or all of our operations.

 

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In addition, we are subject to anti-money laundering rules arising under federal law and related Nevada law and regulations concerning transactions with players, including requirements to record and submit detailed reports to the federal government of currency transactions involving greater than $10,000 at our operations, as well as certain suspicious financial activity that may occur in our race and sports books and mobile gaming operations.

Compliance with regulatory investigations and approval requirements may impose substantial costs on our business and disrupt our operations.

The gaming authorities in some jurisdictions may investigate companies or individuals who have a material relationship with us or our equity holders to determine whether the selected individual or stockholder is acceptable to the gaming authorities. While any such investigated company, individual or stockholder is obligated to pay the costs of the investigation, such an investigation will be time consuming and may be disruptive to our operations. Failure of companies, individuals or stockholders to cooperate with any such investigation could negatively impact our ability to obtain or maintain our licenses.

Some jurisdictions require gaming licensees to obtain government approval before engaging in certain transactions, such as business combinations, reorganizations, borrowings, stock offerings and share repurchases. Obtaining such pre-approvals can also be time consuming and costly.

We are under continuous scrutiny by the applicable regulatory authorities. Our failure to obtain or maintain regulatory approval in any jurisdiction may prevent us from obtaining or maintaining regulatory approval in other jurisdictions. The failure to maintain a license in a single jurisdiction or a denial of a license by any new jurisdiction may cause a negative “domino effect” in which the loss of a license in one jurisdiction could lead to regulatory investigation and possible loss of a license or other disciplinary action in other jurisdictions. Any failure of our mobile gaming system or sports book account-based wagering systems, games and associated hardware and software to meet the requirements for approval or to obtain the approval in any jurisdiction will cause us to not be able to offer, operate or distribute our gaming products in the jurisdiction, which would have a material adverse effect upon our business, results of operations and financial condition.

Our failure to obtain or maintain licenses or approvals under the regulations promulgated under the Nevada Gaming Control Act would have a material adverse effect upon our business, results of operations and financial condition.

We are licensed as a mobile gaming operator, race and sports book operator and gaming and equipment manufacturer and distributor, slot route operator and information provider. If we are unable to obtain or maintain such licenses or approvals, it would have a material adverse effect upon our business, results of operations and financial condition. Moreover, we are required to obtain specific approvals of our mobile gaming systems, race and sports systems and games.

If other gaming jurisdictions do not adopt mobile gaming legislation similar to the mobile gaming law in Nevada or otherwise permit mobile gaming on any terms at all, we will be unable to expand our mobile gaming business outside of Nevada.

Our ability to expand our mobile gaming business in jurisdictions other than Nevada depends upon other gaming jurisdictions adopting mobile gaming legislation or otherwise permitting the play of casino-style games via mobile devices. Currently, Nevada is the first and the only state to enact legislation specifically authorizing mobile gaming for casino-style games within the United States. Such gaming is currently authorized in the United Kingdom. We are aware of tribal gaming authorities that have specifically permitted mobile gaming involving traditional casino games, and other tribal gaming authorities may allow Nevada-style mobile gaming in practice as they allow mobile bingo gaming, but there is no guarantee that we would be able to operate mobile gaming in any tribal jurisdiction. The adoption of gaming legislation and regulation can be affected by a variety

 

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of political, social and public policy forces, and gaming jurisdictions other than Nevada may not adopt mobile gaming legislation or regulation involving traditional casino games in the foreseeable future. To the extent that other jurisdictions do adopt mobile gaming legislation or regulation involving traditional casino games or race and sports books, we may not be able to comply fully with the legislation or regulation without incurring substantial additional development costs, or at all. If we are required to modify our mobile gaming system to comply with such potential legislation or regulation, we may suffer the increased costs of maintaining multiple variants of our mobile gaming system to comply with the differing legislation or regulation of different jurisdictions. If other gaming jurisdictions fail to adopt mobile gaming legislation or regulation involving traditional casino games or we are unable to comply with such legislation or regulation without substantial additional costs, we may be unable to unable to expand our mobile gaming business outside of Nevada.

Legislative and regulatory changes could negatively affect our business and the business of our customers.

Future delays in, amendments to, or repeals of legislation approving gaming or the expansion of gaming in jurisdictions in which we operate or plan to commence operations may adversely affect our operations. Delays in approvals of our casino partners’ operations or expansions of their operations could have a material adverse effect upon our business, results of operations and financial condition.

Legislative and regulatory changes may affect demand for or place limitations on the placement of our products. Such changes could affect us in a variety of ways. Legislation or regulation may introduce limitations on our products or opportunities for the use of our products. Our business will also suffer if our technology or products become obsolete due to changes in laws or the regulatory framework.

Legislative or regulatory changes negatively impacting the gaming industry as a whole or our customers in particular could also decrease the demand for our products. Opposition to gaming could result in restrictions or even prohibitions of gaming operations in any jurisdiction or could result in increased taxes on gaming revenues. Conversely, changes in legislation expanding legalized gaming in various U.S. and foreign jurisdictions, or on the internet, may result in new competitors entering the gaming industry or expansion of the types of gaming products offered by our existing competitors or locations in which they operate, which may reduce demand for our products. Tax matters, including changes in state, federal or other tax legislation or assessments by tax authorities, could have a negative impact on our business. A reduction in growth of the gaming industry or in the number of gaming jurisdictions or delays in the opening of new or expanded casinos could reduce demand for our products. Changes in current or future laws or regulations or future judicial intervention in any particular jurisdiction may have a material adverse effect on our existing and proposed foreign and domestic operations. Any such adverse change in the legislative or regulatory environment could have a material adverse effect upon our business, results of operations and financial condition.

Our business results of operations or financial condition may be adversely affected by federal legislation and tax laws affecting the gaming industry.

In 2006, the United States Unlawful Internet Gambling Enforcement Act, which we refer to as the “UIGEA” was enacted. The UIGEA prohibits any person engaged in the business of betting or wagering from knowingly accepting payments related to unlawful bets or wagers transmitted over the internet. The UIGEA prohibits financial institutions and other payment processors from processing online gaming-related financial transactions and expressly requires internet bets and wagers to comply with the law of the jurisdiction where the wagers are initiated and received. In addition, the U.S. Congress has proposed several bills that would prohibit any person from accepting wagers on amateur sporting events including high school, college and Olympic events.

Pursuant to the Professional and Amateur Sports Protection Act of 1993, which we refer to as the “Sports Protection Act,” the proliferation of legalized sports books and wagering was significantly curtailed. The Sports Protection Act effectively outlawed sports betting nationwide, excluding Nevada and sports lotteries in Oregon, Montana, and Delaware. Thus, sports books and wagering are permitted to continue to operate in Nevada,

 

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provided the wager originates in Nevada and is received by a licensed sports book in Nevada. Moreover, the Interstate Wire Act also prohibits those in the business of betting and wagering from using a wire communication facility for the transmission in interstate or foreign commerce of any bets, wagers or information assisting in the placing of such bets and wagers on any sporting event or contest unless such betting or wagering activity is specifically authorized in each jurisdiction involved.

Unless the federal prohibitions on sports wagering are repealed or limited and sports wagering is legalized in states or tribal jurisdictions located in the United States, we will be unable to expand our sports book business outside of Nevada within the United States. While New Jersey has passed a referendum to permit sports wagering, we are not aware of any pending federal legislation that would permit the expansion of sports wagering.

There is no guarantee that future legislation will not adversely affect our operations. Additionally, federal and state tax legislation matters, including changes to current law, or new assessments by taxing authorities could also negatively impact our business, results of operations and financial condition.

An adverse change affecting the gaming industry, such as a change in gaming regulations or a decrease in the rate of growth and popularity of casino gaming, particularly those casinos with race and sports wagering, could have a material adverse effect upon our business, results of operations and financial condition.

If we are unable to comply fully with evolving gaming regulations, we may incur substantial additional development costs and delays or be unable to compete successfully in the mobile gaming and race and sports book market.

Nevada gaming laws and regulations require that our mobile gaming and race and sports book wagering systems be approved by the Nevada Gaming Commission before we may distribute these systems to Nevada casinos. The Nevada Gaming Commission continues to apply stringent requirements regarding the overall security and integrity of mobile gaming and race and sports book wagering systems. To the extent that our mobile gaming and race and sports book wagering systems do not comply with the latest such requirements, we would need to undertake additional research and development activities that may be costly, time consuming or require the procurement of components that are costly and scarce in supply. Despite undertaking additional research and development activities, we may not be able to design or develop a mobile gaming or race and sports book wagering system that fully complies with the Nevada Gaming Commission’s evolving requirements, in which case we would be unable to manufacture, distribute or operate mobile gaming or race and sports book wagering systems, which would have a material adverse effect upon our business, results of operations and financial condition.

Any defects in, or fraudulent manipulation of, our mobile gaming and race and sports book systems, whether as a result of a security breach or employee misconduct, could reduce our revenues, increase our costs, burden our engineering and marketing resources, involve us in litigation and adversely affect our gaming licenses.

The real or perceived integrity and security of mobile gaming and race and sports book systems is critical to their ability to attract players. We strive to set exacting standards of personal integrity for our employees and system security for the systems that we provide to gaming establishments, and our reputation in this regard is an important factor in our business dealings with our customers and regulators, such as the Nevada Gaming Commission and other governmental agencies. For this reason, any allegation or a finding of improper conduct on our part, or on the part of one or more of our employees, could have a material adverse effect upon our business, results of operations and financial condition.

Our success depends in part on our ability to avoid, detect and correct software and hardware defects and prevent fraudulent manipulation of our gaming and wagering systems. We incorporate security features into the

 

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design of our gaming and wagering products in order to prevent us or our customers from being defrauded. Although our mobile gaming and race and sports book systems are subject to rigorous internal testing and will be subject to additional testing by regulators, we may not be able to develop and maintain products that are free from defects or manipulations and that satisfy these tests.

Although we do not believe it is likely, it is possible that an individual could breach our system. The occurrence of such fraudulent manipulation or of defects or malfunctions could result in financial losses for our customers and, in turn, termination of our contracts. Any of these occurrences could also result in the loss of or delay in the market acceptance of our gaming and wagering systems and loss of licenses and revenues.

In addition, the occurrence of defects in, or fraudulent manipulation of, our mobile gaming or race and sports book systems may give rise to claims for lost revenue and related disputes by players and may subject us to disciplinary action by regulatory authorities that could include suspension or revocation of our regulatory approvals and licenses. Some of our products are complex and may contain undetected defects. The occurrence of defects or malfunctions in one or more of our products could result in financial losses for our customers and termination of contracts and could additionally result in lost revenues, civil damages and regulatory penalties, as well as possible rescission of product approvals. Any of these occurrences could also result in the loss of or delay in market acceptance of our products and loss of placements. Further, in the event of such issues with our gaming products or software, substantial engineering and marketing resources may be diverted from other areas to rectify the problem.

Disrupted operation of our mobile gaming system and race and sports book systems caused by the network infrastructure of the casinos in which they are installed could cause dissatisfaction among customers and gaming establishments and may harm our operating results.

Our systems may utilize the wireless network installed at the host casino. Failures or disruptions of our casino partner’s wireless network that result in the stoppage of play or in reduced performance of our gaming and wagering systems could disrupt players’ gaming experience, adversely affect our casino partner’s satisfaction with our products, delaying market acceptance of our mobile gaming system and race and sports book system, or otherwise have a material adverse effect upon our business, results of operations and financial condition.

A decline in the popularity or affordability of gaming could reduce the demand for our products, which would adversely affect our business.

Our business depends on consumer demand for the products and services that we provide. Gaming is a discretionary leisure activity, and participation in discretionary leisure activities has in the past, and may in the future, decline during economic downturns because consumers have less disposable income. Gaming activity may also decline based on changes in consumer confidence related to general economic conditions or outlook, fears of war, future acts of terrorism, or other factors. A reduction in tourism could also result in a decline in gaming activity. Finally, a legislature or regulatory authority may prohibit all or some gaming activities in its jurisdiction. A decline in gaming activity as a result of these or any other factors could have a material adverse effect upon our business, results of operations and financial condition.

Changes in consumer preferences could also harm our business. Gaming competes with other leisure activities as a form of consumer entertainment, and may lose popularity as new leisure activities arise or as other leisure activities become more popular. In addition, gaming in traditional gaming establishments may compete with internet-based gaming products, when and if legalized, and we may not be in a position to provide competitive internet gaming products. To the extent that the popularity of gaming in traditional gaming establishments declines as a result of these factors, the demand for our gaming system may decline and our business may be adversely affected.

 

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Continued weakness in the United States and global economy may adversely affect consumer spending and tourism trends.

Discretionary consumer spending has been adversely affected by continued economic weakness in the United States and worldwide. Consumers are traveling less and spending less when they do travel. Likewise, corporate spending on conventions and business development is being significantly curtailed as businesses cut their budgets. Since our business model relies on significant expenditure on discretionary items, continuation or deepening of the weak economic conditions will further adversely affect our operations. Adverse conditions in the local, regional, national and global markets would have a material adverse effect upon our business, results of operations and financial condition.

We could face substantial competition, which could reduce our market share and negatively impact our business, results of operations and financial condition.

There is intense competition in the gaming technology industry, and it is characterized by dynamic customer demand and rapid technological advances. We must continually adapt our approach and our products to meet this demand and match these technological advances, and if we cannot do so, our business, results of operations and financial condition may be adversely impacted. Due to the downturn in the economy in general and particularly in the gaming industry, we may not be able to adapt to the market adequately. Any inability of ours to remain dynamic in the face of changes in the market would have a material adverse effect upon our business, results of operations and financial condition.

We believe that we are the only fully licensed active operator of mobile gaming in Nevada. International Game Technology, Fortunet, Inc. and Shuffle Master, Inc. currently hold mobile gaming licenses; however, none of these companies is actively offering a mobile gaming product. In the future, these companies may seek to enter the casino mobile gaming market. We anticipate that over time additional competitors could include other manufacturers of gaming products and systems that have already established relationships with casinos, and that have received some, if not all, of the regulatory approvals that would be required to market or operate mobile gaming.

We face significant competition in our race and sports book business from operations throughout Nevada. Many traditional casino operators already own and manage race and sport book businesses and may offer more amenities or benefits to players than we may be able to reasonably offer at the race and sports books we operate. In addition, independent companies that operate race and sports books at casinos, such as American Wagering, Inc. via its Leroy’s subsidiary, have many decades of operating experience, casino relationships and customer loyalty that they employ to compete against our race and sports book products. American Wagering has introduced a mobile telephone wagering application, allowing their patrons to wager via mobile phones throughout Nevada. The United Kingdom-based bookmaker William Hill is in the process of acquiring American Wagering and two of our other competitors in the market, pending regulatory approval. Those companies may expand their volume of sports wagering. It is also possible that one or more of our competitors may decide to develop their own mobile sports wagering and in-game betting platforms that would compete with us.

Our business may be adversely impacted by the expansion of legalized gaming in various U.S. and foreign jurisdictions, or on the internet, in which gaming regulations permitting increased gaming are adopted in the future or in which existing types of gaming are expanded by our competitors. These locales may lure customers who are interested in traditional gaming away from Nevada.

Expansion of the gaming industry faces opposition that could limit our access to some markets and impair our growth.

We expect a substantial portion of our future growth to result from the general expansion of the gaming industry and/or the expansion of allowable forms of gaming. The expansion of gaming activities in new markets can be very controversial and may depend heavily on the support of national, local and tribal governments.

 

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Changes in government leadership, failure to obtain requisite voter support in referenda, failure of legislators to enact enabling legislation and limitations on the volume of gaming activity that is permitted in particular jurisdictions may prevent us from expanding our operations into new markets. A failure by the gaming industry to expand could have a material adverse effect upon our business, results of operations and financial condition.

Gaming opponents continue to persist in efforts to curtail the expansion of legalized gaming. Unfavorable public referendums, anti-gaming legislation or unfavorable legislation affecting or directed at manufacturers or operators of gaming products may materially and adversely impair our business and growth prospects. Gaming opponents, including traditional gaming machine manufacturers, may succeed in prohibiting or limiting the expansion of mobile gaming where it is currently permitted, in either case to the detriment of our business.

Acts of terrorism and war, natural disasters and severe weather may negatively impact our future profits.

Terrorist attacks and other acts of war or hostility have created many economic and political uncertainties. We cannot predict the extent to which terrorism, security alerts or war, popular uprisings or hostilities throughout the world will directly or indirectly impact our business, results of operations and financial condition. As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available.

In addition, natural and man-made disasters such as major fires, floods, hurricanes, earthquakes and oil spills could also adversely impact our business. As our business depend in part on our players’ ability to travel, severe or inclement weather would have a material adverse effect upon our business, results of operations and financial condition.

Risks Related to the Contribution

The contribution might be challenged by creditors as a fraudulent transfer or conveyance, and equity holders and creditors of the entity held liable could be adversely affected should a court agree with such a challenge.

Although we do not believe that the contribution will result in a fraudulent conveyance or transfer, if a court in a suit by an unpaid creditor or representative of creditors of Cantor or another entity transferring consideration to us, such as a trustee in bankruptcy, or Cantor or such other entity itself, as debtor-in-possession in a reorganization case under Title 11 of the U.S. Code, were to find that:

 

   

the contribution (or any component transaction thereof), was undertaken for the purpose of hindering, delaying or defrauding creditors of Cantor or another entity by transferring consideration to us as part of the contribution; or

 

   

Cantor or another entity transferring consideration to us as part of the contribution received less than reasonably equivalent value or fair consideration in connection with the contribution and (1) any of Cantor or such other entity (as applicable) were insolvent immediately before, or were rendered insolvent by, the contribution, (2) Cantor or such other entity (as applicable) immediately prior to, or as of the effective time of, the completion of the contribution, and after giving effect thereto, intended or believed that it would be unable to pay its debts as they became due or (3) the capital of any of Cantor or such other entity (as applicable) immediately before, or at the effective time of, the completion of the contribution, and after giving effect thereto, was inadequate to conduct its business;

then that court could determine that the contribution (or any component transaction thereof), violated applicable provisions of the U.S. Bankruptcy Code or applicable non-bankruptcy fraudulent transfer or conveyance laws. This determination would permit unpaid creditors, the bankruptcy trustee or debtor-in-possession to rescind the contribution (or component transaction thereof), to recover the consideration transferred or an amount equal to the value thereof from us, or to subordinate or render unenforceable the debt incurred in furtherance thereof, or to

 

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require us or the holder of such debt to fund liabilities for the benefit of creditors. Our equity holders and creditors held liable as a result of such a determination would be adversely affected to the extent each is required to surrender value to satisfy its liability.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied. Generally, however, an entity would be considered insolvent if:

 

   

the sum of its liabilities, including contingent liabilities, is greater than its assets, at a fair valuation;

 

   

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured; or

 

   

it is generally not paying its debts as they become due.

Similar provisions would also apply in any other jurisdiction in which the contribution took effect.

The pro forma financial information in this prospectus may not permit you to predict our costs of operations; the estimates and assumptions used in preparing our pro forma financial information may be materially different from our actual experience as a separate, independent company; and our actual results of operations could materially differ from the pro forma financial information in this prospectus.

In preparing the pro forma financial information in this prospectus, we have made adjustments to our historical financial information based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the contribution and related transactions. These adjustments include, among other items, a deduction and charge to earnings for estimated income taxes based on an estimated tax rate, and estimated salaries, payroll taxes and benefits for our working partners. These and other estimates and assumptions used in the calculation of the pro forma financial information in this prospectus may be materially different from our actual experience as a separate, independent company. The pro forma financial information in this prospectus does not purport to represent what our or Cantor Entertainment Technology U.S.’s or Cantor Entertainment Technology Global’s results of operations would actually have been had we, Cantor Entertainment Technology U.S. or Cantor Entertainment Technology Global operated as a separate, independent company during the periods presented, nor does the pro forma information give effect to any events other than those discussed in the unaudited pro forma financial information and related notes. The pro forma financial information also does not purport to be indicative of our results of operations as of any future date or future period. Our actual results of operations could materially differ from the pro forma financial information in this prospectus.

Risks Related to our Relationship with Howard Lutnick, Cantor and Affiliates

We are controlled by our Chairman of the Board, Mr. Lutnick, who in turn controls Cantor. Such control has the potential for conflicts of interest, and Mr. Lutnick may exercise control in a way that favors his and Cantor’s interests to our detriment.

Mr. Lutnick is able to exercise control over our management and affairs and all matters requiring stockholder approval, including the election of our directors and determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and borrowings and issuances of Class A common stock and Class B common stock or other securities. Mr. Lutnick’s voting power may also have the effect of delaying or preventing a change of control of us. Conflicts of interest may arise between us on the one hand and Mr. Lutnick and Cantor on the other hand in a number of areas relating to our past and ongoing relationships, including:

 

   

potential acquisitions and dispositions of businesses;

 

   

the issuance or disposition of securities by us;

 

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the election of new or additional directors to our Board of Directors;

 

   

the payment of dividends by us (if any), distribution of profits by Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global and/or Cantor Entertainment Technology Holdings and repurchases of shares of our common stock or purchases of Cantor Entertainment Technology Holdings limited partnership units or other equity interests in our subsidiaries, including from Cantor or our executive officers;

 

   

business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities;

 

   

labor, tax, employee benefits, indemnification and other matters arising from the contribution;

 

   

intellectual property matters;

 

   

business combinations involving us; and

 

   

the nature, quality and pricing of administrative services to be provided by Cantor.

The service of officers or partners of Cantor as our executive officers and directors, and those persons’ ownership interests in and payments from Cantor and its affiliates, could create conflicts of interest when we and those directors or officers are faced with decisions that could have different implications for us and Cantor.

Agreements between us and Cantor are between related parties, and the terms of these agreements may be less favorable to us than those that we could have negotiated with third parties.

Our relationship with Cantor results in agreements with Cantor that are between related parties. As a result, the prices charged to us or by us for services provided under agreements with Cantor may be higher or lower than prices that may be charged by third parties and the terms of these agreements may be less favorable to us than those that we could have negotiated with third parties.

Because we will depend on services and access to operating assets provided by third parties to Cantor, we may not have recourse against those third parties.

Many of the assets and services that will be provided by Cantor under the terms of the Administrative Services Agreement that will be entered into between us and Cantor will be leased or provided to Cantor by third party vendors. As a result, in the event of a dispute between Cantor and a third party vendor, we could lose access to, or the right to use, as applicable, office space, personnel, corporate services and operating assets. In such a case, we would have no recourse with respect to the third party vendor. Our inability to use these services and operating assets for any reason, including any termination of the Administrative Services Agreement between us and Cantor or the agreements between Cantor and third party vendors, could result in serious interruptions of our operations.

We may be required to pay Cantor for a significant portion of the tax benefit relating to any additional tax depreciation or amortization deductions we claim as a result of any step-up in the tax basis in the assets of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global resulting from the exchange of limited partnership units in Cantor Entertainment Technology Holdings for our Class A common stock.

Certain limited partnership units in Cantor Entertainment Technology Holdings may, in effect, be exchanged in the future for shares of our Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments). The exchanges may result in increases to our share of the tax basis of the tangible and intangible assets of each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global that otherwise would not have been available, although the Internal Revenue Service may challenge all or part of that tax basis increase, and a court could sustain such a challenge by the Internal Revenue Service. These increases in tax basis, if sustained, may reduce the amount of tax that we would otherwise be required to pay in the future.

 

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In connection with the contribution and related transactions, we expect to enter into a tax receivable agreement with Cantor that provides for the payment by us to Cantor of     % of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of these increases in tax basis and of certain other tax benefits related to its entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. It is expected that we will benefit from the remaining     % of cash savings, if any, in income tax that we realize.

Pursuant to the tax receivable agreement, we will determine, after consultation with Cantor, the extent to which we are permitted to claim any such tax benefits, and such tax benefits will be taken into account in computing any cash savings so long as our accountants agree that it is at least more likely than not that such tax benefit is available.

Pursuant to the tax receivable agreement,     % of each payment that would otherwise be made by us will be deposited into an escrow account until the expiration of the statute of limitations for the tax year to which the payment relates. If the Internal Revenue Service successfully challenges the availability of any tax benefit and determines that a tax benefit is not available, we will be entitled to receive reimbursements from Cantor for amounts we previously paid under the tax receivable agreement and Cantor will indemnify us and hold us harmless with respect to any interest or penalties and any other losses in respect of the disallowance of any deductions which gave rise to the payment under the tax receivable agreement (together with reasonable attorneys’ and accountants’ fees incurred in connection with any related tax contest, but the indemnity for such reasonable attorneys’ and accountants’ fees shall only apply to the extent Cantor is permitted to control such contest). Any such reimbursement or indemnification payment will be satisfied first from the escrow account (to the extent funded in respect of such payments under the tax receivable agreement). See “Certain Relationships and Related Transactions—Tax Receivable Agreement.”

For purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay had there been no depreciation or amortization deductions available to us that were attributable to an increase in tax basis (or any imputed interest) as a result of an exchange and had we not entered into the tax receivable agreement. The tax receivable agreement will remain in effect until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement, provided that if Cantor and we cannot agree upon a value, the agreement will remain in full force and effect. While the actual amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the timing of exchanges, the extent to which such exchanges are taxable and the amount and timing of the income that we achieve, it is expected that as a result of the anticipated magnitude of the increases in the tax basis of the tangible and intangible assets of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global attributable to our interest in Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, during the term of the tax receivable agreement, the payments that we may make to Cantor could be substantial. Our ability to achieve benefits from any remaining cash savings in income tax that we realize will depend upon a number of factors, including the timing and amount of our future income.

Risks Related to This Offering and Our Structure

There is no established trading market for our Class A common stock, and any market for our Class A common stock that develops may be highly volatile and result in your inability to sell your shares at or above the initial public offering price.

Prior to this offering, there has been no established trading market for our Class A common stock. We intend to apply to list our Class A common stock on the Nasdaq Global Market. However, an active public market for our Class A common stock may not develop or be sustained after this offering. If you purchase shares of our Class A common stock in this offering, you will pay a price that was determined through negotiation

 

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between us and the representatives of the underwriters, and may not be indicative of the market price for our Class A common stock after this offering. You may not be able to sell your shares of our Class A common stock at or above the initial public offering price, or at all.

The price at which our Class A common stock will trade after this offering may be volatile due to a number of factors, including:

 

   

investors’ perceptions of our prospects;

 

   

investors’ perceptions of the prospects of the mobile gaming and race and sports book businesses and more broadly, the gaming industry;

 

   

differences between our actual financial and operating results and those expected by investors and analysts;

 

   

changes in analysts’ recommendations or projections;

 

   

fluctuations in quarterly operating results;

 

   

announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures, or new product developments;

 

   

changes or trends in our industry, including price volatility, trading volumes, competitive or regulatory changes or changes in the gaming business;

 

   

adverse resolution of new or pending litigation against us;

 

   

additions or departures of key personnel;

 

   

changes in general economic conditions;

 

   

broad market fluctuations; and

 

   

the absence of voting rights for shares of our Class A common stock.

In particular, announcements of potentially adverse developments, such as proposed regulatory changes, new government investigations or the commencement or threat of litigation against us, as well as announced changes in our business plans or those of our competitors, could adversely affect the trading price of our Class A common stock, regardless of the likely outcome of those developments. Broad market and industry factors may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. As a result, our Class A common stock may trade at prices significantly below the initial public offering price. Declines in the price of our Class A common stock may also adversely affect our ability to recruit and retain key employees, including our working partners and other key professional employees.

If you purchase shares of Class A common stock sold in this offering, you will experience immediate and substantial dilution.

The initial public offering price of our Class A common stock will be substantially higher than the net tangible book value per share of our Class A common stock immediately after this offering. Therefore, if you purchase shares of our Class A common stock in this offering, you will experience immediate and substantial dilution of $              per share (assuming the Class A common stock is offered at $              per share, the midpoint of the estimated price range set forth on the cover page of this prospectus) because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the shares you acquire based on the pro forma net tangible book value per share of our Class A common stock as of             , 2011. See “Dilution.”

Future sales of shares of Class A common stock could adversely affect the market price of our Class A common stock. Our stockholders could be diluted by such future sales and be further diluted upon exchange of Cantor Entertainment Technology Holdings limited partnership units into our Class A common stock, and

 

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upon issuance of additional Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests to Cantor Entertainment Technology Holdings as a result of future issuances of Cantor Entertainment Technology Holdings limited partnership units.

Future sales of our shares could adversely affect the market price of our Class A common stock. If our existing stockholders sell a large number of shares of our Class A common stock, or if we issue a large number of shares of our Class A common stock in connection with future acquisitions, strategic alliances, third-party investments, private placements or otherwise, such as this offering, the market price of our Class A common stock could decline significantly. Moreover, the perception in the public market that these stockholders might sell shares could depress the market price of our Class A common stock.

We intend to register under the U.S. Securities Act of 1933, as amended, which we refer to as the “Securities Act,” shares of our Class A common stock, which are reserved for issuance upon exchange of exchangeable compensatory Cantor Entertainment Technology Holdings limited partnership units, exercise of options, vesting of restricted stock units and in connection with other incentive awards granted under our Long-Term Incentive Plan. These shares can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates. We may in the future register additional shares of our Class A common stock under the Securities Act that become reserved for issuance under our Long-Term Incentive Plan or other employee benefit plans, for issuance in connection with acquisitions, controlled equity offerings or otherwise.

Cantor may exchange all of its Cantor units for shares of our Class A common stock upon the closing of this offering, generally on a one-for-one basis (subject to customary anti-dilution adjustments). Each of the founding partners may exchange     % of his founding partner units upon the closing of this offering on the same basis, with the remaining     % held by each founding partner to be exchangeable upon Cantor’s determination that such units can be exchanged.

Any Cantor Entertainment Technology Holdings working partner units that are issued will not be exchangeable with us unless otherwise determined by us with the written consent of Cantor. The shares ultimately issuable pursuant to exchanges of Cantor Entertainment Technology Holdings exchangeable limited partnership units and any of our RSUs that are issued in connection with the closing of this offering would be shares of Class A common stock issued pursuant to our Long-Term Incentive Plan or similar plan.

In connection with the contribution and related transactions, shares of Class A common stock will be reserved for issuance upon the exchange of the Cantor units, which shares, including any shares distributed by Cantor to partners, will be entitled to demand and piggyback registration rights under the terms of a registration rights agreement that we will enter into with Cantor as a part of the contribution and related transactions. In light of the number of shares of Class A common stock issuable in connection with the full exchange of the Cantor units, the price of our Class A common stock may decrease and our ability to raise capital through the issuance of equity securities may be adversely impacted as these exchanges occur and transfer restrictions, if any.

We are a holding company, and accordingly we are dependent upon distributions from Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global to pay dividends, taxes and other expenses and to make repurchases.

We are a holding company with no independent means of generating revenues. Any dividends declared by us and all applicable taxes payable in respect of our net taxable income, if any, will be paid from distributions to us from Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. To the extent that we need funds to pay dividends or to pay taxes on our share of Cantor Entertainment Technology U.S.’s and Cantor Entertainment Technology Global’s net taxable income, or to repurchase shares of our Class A common stock or Cantor Entertainment Technology Holdings limited partnership units or if we need funds to pay dividends, make repurchases or for any other purpose, and either Cantor Entertainment Technology U.S. or

 

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Cantor Entertainment Technology Global is restricted from making such distributions under applicable law or regulation, including taxation of repatriation of foreign earnings, or is otherwise unable to provide such funds, it could materially adversely affect our business, results of operations and financial condition and our ability to declare dividends. In addition, any unanticipated accounting or other charges against net income could adversely affect our ability to pay dividends, taxes and other expenses and to make repurchases.

We do not expect to pay any cash dividends for the foreseeable future. Accordingly, investors in this offering may never obtain a return on their investment.

You should not rely on an investment in our Class A common stock to provide dividend income. We do not anticipate that we will pay any cash dividends to holders of our Class A common stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations. In addition, our ability to pay cash dividends may be prohibited or limited to the amount of dividends that may be declared or paid on our common stock. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Class A common stock.

Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

Some provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. These provisions could make the following more difficult:

 

   

acquisition of us by means of a tender offer;

 

   

acquisition of us by means of a proxy contest or otherwise; or

 

   

removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.

Our Amended and Restated Bylaws provide that special meetings of stockholders may be called only by the Chairman of our Board of Directors, or in the event the Chairman of our Board of Directors is unavailable, by the Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is held by Mr. Lutnick and the Trust controlled by him. In addition, our Amended and Restated Certificate of Incorporation permits us to issue “blank check” preferred stock.

Our Amended and Restated Bylaws require advance written notice prior to a meeting of stockholders of a proposal or director nomination which a stockholder desires to present at such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statement for the preceding year’s annual meeting. Our Amended and Restated Bylaws provide that all amendments to our Amended and Restated Bylaws must be approved by either the holders of a majority of the voting power of all outstanding capital stock entitled to vote or by a majority of our Board of Directors. Only holders of shares of our Class B common stock are entitled to submit any stockholder proposals or to vote on any such amendments.

In addition, our businesses are heavily regulated, and some of our regulators require that they approve transactions that could result in a change of control, as defined by the then-applicable rules of our regulators. For

 

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example, since we will be a registered company under Nevada’s gaming laws, we will be required to obtain the approval of the Nevada Gaming Commission with respect to a change in control. In addition, persons seeking to acquire control of us will be required to meet the requirements of the Nevada gaming authorities before assuming control. The requirement that this approval be obtained may prevent or delay transactions that would result in a change of control.

Further, our Long-Term Incentive Plan will contain provisions pursuant to which grants that are unexercisable or unvested may automatically become exercisable or vested as of the date immediately prior to certain change of control events.

The foregoing factors, as well as the lack of voting rights of shares of Class A common stock and control of us by Mr. Lutnick, could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for our Class A common stock, which, under certain circumstances, could reduce the market value of our Class A common stock. See “Description of Capital Stock—Anti-Takeover Effects of Nevada Law and our Amended and Restated Certificate of Incorporation and Bylaws.”

Delaware law may protect decisions of our Board of Directors that have a different effect on holders of Class A common stock and Class B common stock.

Stockholders may not be able to challenge decisions that have an adverse effect upon holders of Class A common stock if our Board of Directors acts in a disinterested, informed manner with respect to these decisions, in good faith and in the belief that it is acting in the best interests of our stockholders. Delaware law generally provides that a Board of Directors owes an equal duty to all stockholders, regardless of class or series, and does not have separate or additional duties to either group of stockholders, subject to applicable provisions set forth in a company’s charter.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a return.

The net proceeds from the sale of shares by us in the offering may be used to pay down a portion of the Cantor Note and for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies or other assets. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds to us from this offering may be invested with a view towards long-term benefits for our stockholders, and this may not increase our operating results or the market value of our Class A common stock. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” the Sarbanes-Oxley Act of 2002, which we refer to as “Sarbanes-Oxley,” the Dodd-Frank Wall Street Reform and Consumer Protection Act, which we refer to as the “Dodd-Frank Act,” the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

We also expect that being a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs

 

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to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

If we are unable to implement and maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.

If we are unable to maintain adequate internal controls for financial reporting in the future, or if our auditors are unable to express an opinion as to the effectiveness of our internal controls as will be required pursuant to the Sarbanes-Oxley Act, investor confidence in the accuracy of our financial reports may be impacted or the market price of our Class A common stock could be negatively impacted.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this prospectus that are forward-looking statements. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to:

 

   

our relationship with Cantor and its affiliates and any related conflicts of interest, competition for managers and key employees;

 

   

the market’s acceptance of our gaming technology products;

 

   

increased competition in our markets, including as a result of the legalization of gaming in states adjacent to our operations or expansion of the type of gaming permitted in the states in which we operate;

 

   

economic, competitive, demographic, business, regulatory, political and other conditions in our local and regional markets;

 

   

the effects of competition, including locations of competitors and operating and market competition;

 

   

changes in, or failure to comply with, laws, regulations or decisions of courts, regulators and governmental bodies;

 

   

the loss of any license or permit, including the failure to obtain an unconditional renewal of a required gaming license on a timely basis;

 

   

increases in existing taxes or the imposition of new taxes on gaming revenues or mobile gaming;

 

   

actions taken or omitted to be taken by third parties, including customers, suppliers, competitors, members and shareholders, as well as legislative, regulatory, judicial and other governmental authorities;

 

   

our ability to attract and retain experienced management;

 

   

our ability to manage fluctuations of currencies in which we receive revenue or incur expenses;

 

   

failures or disruptions of our networks or the networks of our casino partners;

 

   

economic conditions and the disposable income of players for travel and entertainment activities;

 

   

consumer preferences for leisure and entertainment activities; and

 

   

our ability to successfully develop new gaming technology products.

We believe that all forward-looking statements are based upon reasonable assumptions when made. However, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that accordingly you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made, and we undertake no obligation to update these statements in light of subsequent events or developments.

 

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $            million ($            million if the underwriters exercise their option to purchase additional shares in full), after deducting the estimated underwriting discounts and commissions and estimated offering expenses, assuming the shares of our Class A common stock are offered at $              per share, which represents the mid-point of the range set forth on the cover page of this prospectus.

We intend to use a portion of the net proceeds to us from this offering to repay $50.0 million of the aggregate principal amount of and accrued interest on the Cantor Note. The Cantor Note currently bears interest at a rate of 3-month LIBOR plus 600 basis points and is payable upon demand. The remaining $              outstanding under the Cantor Note will be converted to a term note due January 15, 2016 and bearing interest at a rate of 8.5% per annum.

We intend to contribute all of the remaining net proceeds to us from this offering to Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global in exchange for Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests.

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global intend to use the net proceeds they receive from us for various purposes, including general partnership purposes, as well as potential strategic alliances, acquisitions, joint ventures or capital investments. In addition, from time to time, we have evaluated and we expect to continue to evaluate and potentially pursue possible strategic alliances, acquisitions, joint ventures or capital investments.

Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, a $1.00 increase (decrease) in the assumed public offering price of $              per share would increase (decrease) the amount of proceeds of this offering by $             million.

 

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DIVIDEND POLICY

We have not paid any dividends on our common stock to date. The payment of dividends in the future will be contingent upon the terms of our indebtedness, and our revenues and earnings, if any, capital requirements and general financial condition. It is the present intention of our Board of Directors to retain all earnings, if any, for use in our business operations and, accordingly, our Board of Directors does not anticipate paying any dividends in the foreseeable future.

 

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of September 30, 2011 on:

 

   

an actual basis;

 

   

a pro forma basis to give effect to the contribution and related transactions; and

 

   

a pro forma as adjusted basis to give further effect to the sale by us of              shares of our Class A common stock in this offering at an offering price of $              per share, which is the mid-point of the expected range of $              to $              per share, assuming that the underwriters have not exercised their over-allotment option.

This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes and our unaudited pro forma consolidated financial information and related notes, in each case included elsewhere in this prospectus.

 

     As of September 30, 2011
     Actual     Pro Forma    Pro Forma
As Adjusted

Cash

   $ 19,302        
  

 

 

      

Interest payable to affiliate

     17,407        

Promissory note payable to affiliate

     126,959        

Partners’/stockholders’ equity (deficit)

       

Stockholders’ equity

       

Class A common stock, par value $0.01 per share;                shares authorized;                shares issued and outstanding at
September 30, 2011

       

Class B common stock, par value $0.01 per share;                shares authorized;                shares issued and outstanding at
September 30, 2011

       

Additional paid-in-capital

       

Accumulated other comprehensive income (loss)

       

Non-controlling interest

     (326     

Retained deficit

     (96,243     
  

 

 

   

 

  

 

Total partners’/stockholders’ equity (deficit)

     (96,569     
  

 

 

   

 

  

 

Total capitalization

   $ 47,797        
  

 

 

   

 

  

 

 

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DILUTION

As of September 30, 2011, our pro forma net tangible book value was approximately $              million, or approximately $(            ) per share of our Class A common stock outstanding. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities. After giving effect to our issuance of shares of our Class A common stock in this offering and Class B common stock in connection with the contribution, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us as well as other distributions by us in connection with the contribution, our pro forma as adjusted net tangible book value as of September 30, 2011 would have been approximately $(            ) million, or $(            ) per share of our common stock on an as converted basis (assuming all Cantor Entertainment Technology Holdings exchangeable limited partnership units were exchanged for shares of our Class A common stock). This represents an immediate dilution to new investors in our Class A common stock of approximately $            per share.

The following table illustrates this per share dilution (assuming that the underwriters do not exercise their over-allotment option, in whole or in part):

 

Assumed initial public offering price per share

      $                    

Pro forma net tangible book value per share as of September 30, 2011

   $        

Increase per share attributable to this offering

   $                       
  

 

 

    

Pro forma as adjusted net tangible book value per share after this offering

      $     
     

 

 

 

Dilution per share to new investors in this offering, assuming full exchange of all Cantor Entertainment Technology Holdings exchangeable limited partnership units into shares of our common stock

      $     
     

 

 

 

If the underwriters’ over-allotment option is exercised in full, the pro forma as adjusted net tangible book value per share of our Class A common stock after giving effect to the separation would be approximately $              per share and the dilution per share of our common stock to new investors in this offering would be $              per share.

Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (and after giving effect to our issuance of shares of our Class A common stock in this offering and Class A and Class B common stock in connection with the contribution, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us as well as other distributions by us in connection with the contribution), a $1.00 increase (decrease) in the assumed public offering price of $              per share would increase (decrease), our pro forma net tangible book value as of September 30, 2011 by $              million, or $              per share of our common stock and represent an increase (decrease) in the immediate dilution to new investors in our common stock of approximately $ per share.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011 and the unaudited pro forma consolidated balance sheet as of September 30, 2011 present the results of Cantor Entertainment Technology, Inc. assuming the key transaction agreements entered into in connection with the closing of the contribution and this offering have been properly completed and we can consolidate Cantor Entertainment Technology, and as if the initial public offering of our Class A common stock and the contribution described below had each been completed as of January 1, 2010 with respect to the unaudited pro forma statement of operations and at September 30, 2011 with respect to the unaudited pro forma consolidated balance sheet.

Our Organizational Structure Post-Offering

Upon the closing of this offering, we expect to be structured as a holding company and our business will be operated through two operating partnerships, Cantor Entertainment Technology U.S., which will hold our U.S. businesses, and Cantor Entertainment Technology Global, which will hold our non-U.S. businesses.

The limited partnership interests of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global will be held by us and Cantor Entertainment Technology Holdings and the limited partnership units of Cantor Entertainment Technology Holdings will be held by Cantor, the founding partners and the working partners. We will hold the Cantor Entertainment Technology Holdings general partnership interest and the Cantor Entertainment Technology Holdings special voting limited partnership interest, which will entitle us to remove and appoint the general partner of Cantor Entertainment Technology Holdings, and serve as the general partner of Cantor Entertainment Technology Holdings, which will entitle us to control Cantor Entertainment Technology Holdings. Cantor Entertainment Technology Holdings, in turn, will hold the Cantor Entertainment Technology U.S. general partnership interest and the Cantor Entertainment Technology U.S. special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology U.S., and the Cantor Entertainment Technology Global general partnership interest and the Cantor Entertainment Technology Global special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology Global, and serve as the general partner of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, all of which will entitle Cantor Entertainment Technology Holdings (and thereby us) to control each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. Cantor Entertainment Technology Holdings will hold its Cantor Entertainment Technology Global general partnership interest through a company incorporated in the Cayman Islands, Cantor Entertainment Technology Global Holdings GP Limited.

Upon the closing of this offering, there will be several types of economic interests in us, Cantor Entertainment Technology Holdings, Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global and they are as follows:

Cantor Entertainment Technology, Inc.

 

   

Cantor Entertainment Technology, Inc. Class A non-voting common stock (                 shares of which will be issued and outstanding upon the closing of this offering, including                 shares held by Cantor, an entity controlled by our Chairman of the Board, Howard W. Lutnick).

 

   

Cantor Entertainment Technology, Inc. Class B voting common stock (100 shares of which will be issued and outstanding upon the closing of this offering), which will be held exclusively by the Trust (95 shares) and Mr. Lutnick (5 shares). Each share of our Class A common stock is equivalent to a share of our Class B common stock for purposes of economic rights; however, shares of Class B common stock will be our only voting securities.

 

   

RSUs (of which              will be issued and outstanding upon the completion of this offering).

 

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Cantor Entertainment Technology Holdings:

 

   

Cantor Entertainment Technology Holdings exchangeable limited partnership interests, which we refer to as “Cantor units,” (            of which will be issued and outstanding upon the closing of this offering), which will be held by Cantor, and which will be immediately exchangeable with us for our Class A common stock generally on a one-for-one basis (subject to customary anti-dilution adjustments) upon the closing of this offering.

 

   

Cantor Entertainment Technology Holdings founding partner units (            of which will be issued and outstanding upon the closing of this offering), which will be limited partnership units held by the Trust (             units), Mr. Amaitis (                 units), and Mr. Merkel (                 units) , and of which             % held by each founding partner will be immediately exchangeable with us for our Class A common stock generally on a one-for-one basis (subject to customary anti-dilution adjustments) upon the closing of this offering, and the remaining             % held by each founding partner will not be exchangeable with us unless Cantor determines that such units can be exchanged by such founding partners with us for our Class A common stock, generally on a one-for-one basis (subject to customary anti-dilution adjustments), on terms and conditions to be determined by Cantor, provided that the terms and conditions of such exchange cannot in any way diminish or adversely affect our rights or the rights of our subsidiaries (it being understood that our obligation to deliver shares of our Class A common stock upon exchange will not be deemed to diminish or adversely affect our rights or the rights of our subsidiaries). Cantor will be the only holder of the Cantor units as of the closing of this offering. To the extent there are any additional holders of Cantor units in the future, any such consent of Cantor will be determined by the holders of a majority in interest of the Cantor units. Cantor expects to permit such exchanges from time to time. Once a Cantor Entertainment Technology Holdings founding partner unit becomes exchangeable, such founding partner unit is automatically exchanged for our Class A common stock upon termination or bankruptcy of the holder of such interest or upon redemption by Cantor Entertainment Technology Holdings, generally on a one-for-one basis (subject to customary anti-dilution adjustments).

 

   

Cantor Entertainment Technology Holdings working partner units (            of which will be issued and outstanding upon the closing of this offering), and will not be exchangeable with us unless otherwise determined by us with the written consent of Cantor in accordance with the terms of the Cantor Entertainment Technology Holdings limited partnership agreement. Once a Cantor Entertainment Technology working partner unit becomes exchangeable, such unit is automatically exchanged for Class A common stock upon termination or bankruptcy of the holder of such unit or upon redemption by Cantor Entertainment Technology Holdings, generally on a one-for-one basis (subject to customary anti-dilution provisions). Additional Cantor Entertainment Technology Holdings working partner units will be issued in the future from time to time to certain of our employees and other persons.

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global:

 

   

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests, which will be issued and outstanding upon the closing of this offering (            and             , respectively, of which will be held by us and              and             , respectively, of which will be held by Cantor Entertainment Technology Holdings). There will be a one-for-one exchange ratio between Cantor Entertainment Technology Holdings limited partnership units and our Class A common stock, which reflects that one Cantor Entertainment Technology Holdings limited partnership unit and one share of our Class A common stock are expected to represent an equivalent indirect economic interest in the income stream of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. As a result of Cantor Entertainment Technology Holdings’ ownership of Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests, Cantor, the founding partners and the working partners indirectly will have interests in Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests.

 

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As a result of our expected ownership of the general partnership interest in Cantor Entertainment Technology Holdings and Cantor Entertainment Technology Holdings’ general partnership interest in each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, we expect to consolidate Cantor Entertainment Technology U.S.’s and Cantor Entertainment Technology Global’s results for financial reporting purposes.

The Contribution and Related Transactions

In connection with this offering, we expect to enter into a contribution agreement with Cantor, pursuant to which Cantor will contribute certain licenses and other assets to us and our subsidiaries in exchange for              shares of our Class A common stock and Cantor Entertainment Technology Holdings exchangeable limited partnership units, which will be exchangeable with us for shares of our Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments) immediately upon the closing of this offering. See “Certain Relationships and Related Transactions—Contribution Agreement” for a description of the licenses and assets to be contributed to us. In addition, in connection with this offering, we and Cantor Entertainment Technology Holdings expect to issue shares of Class B common stock to the Trust and Mr. Lutnick and Cantor Entertainment Technology Holdings founding partner units to the Trust, Mr. Amaitis and Mr. Merkel. The Trust and Messrs. Lutnick, Amaitis and Merkel will exchange their current ownership interests in our company for the foregoing shares of Class B common stock or Cantor Entertainment Technology Holdings founding partner units.

The adjustments have been made based on the information available and upon assumptions that management believes are reasonable to reflect on a pro forma basis the matters set forth below.

Adjustments: This pro forma combined financial information reflects certain adjustments to the audited consolidated financial statements of our operating company, Cantor G&W (Nevada), L.P., for our organizational structure post-closing and the contribution and related transactions, including for non-controlling interest and corporate taxes. Effective upon completion of this offering, indirectly through Cantor Entertainment Technology, Cantor will own approximately     % of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. This ownership interest is reflected as an adjustment to non-controlling interest in these pro forma combined financial statements. This pro forma combined financial information also contains an adjustment for corporate taxes at a 35% effective rate.

Executive Officer Compensation: This pro forma combined financial information reflects the effect of our current proposed compensation arrangements with our executive officers whereby our executive officers would receive .

This Offering: The following unaudited pro forma consolidated financial statements assume that we will receive approximately $100.0 million in cash proceeds less underwriting discounts and commissions and expenses from this offering in exchange for shares of Class A common stock sold to the public at an assumed initial public offering price of $            per share, which represents the mid-point of the range set forth on the cover page of this prospectus. As of the closing of this offering, our Chairman of the Board, Howard W. Lutnick, and the Trust controlled by him will collectively own 100 shares of Class B common stock, which collectively will represent all of our voting power. We estimate that we will receive net proceeds from this offering of approximately $            million after deducting the estimated underwriting discounts and commissions and expenses, assuming the shares of our Class A common stock are offered at $            per share. Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering, a $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) the amount of proceeds of this offering by $              million.

We intend to use a portion of the net proceeds to us from this offering to repay $50.0 million of the aggregate principal amount of and accrued interest on the Cantor Note.

 

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We intend to contribute all of the remaining net proceeds to us from this offering (including the net proceeds from any shares sold by us pursuant to the underwriters’ option to purchase additional shares) to Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global in exchange for Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global limited partnership interests.

Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global intend to use the net proceeds they receive from us for various purposes, including general partnership purposes, as well as potential strategic alliances, acquisitions, joint ventures or capital investments.

The unaudited pro forma combined financial information and accompanying notes should be read together with the consolidated financial statements and related notes appearing elsewhere in this prospectus. We derived the unaudited pro forma combined financial information by adjusting the consolidated financial statements of our operating company. These adjustments are based on currently available information and certain estimates and assumptions and, therefore, the actual effects of this offering and related transactions may differ from the effects reflected in the unaudited pro forma combined financial information. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of this offering and related transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.

You should read the following information in conjunction with “Our Organizational Structure,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 

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Cantor Entertainment Technology, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2010

(in thousands)

Pro Forma

 

    Historical     Adjustments   Subtotal   Executive
Officer
Compensation
  Initial
Public
Offering
  Contribution
and Related
Transactions
  As
Adjusted

Operating Revenues:

             

Race and sports book

  $ 4,359               

Mobile gaming

    5               

Sports and odds subscriptions

    697               

Financial fixed odds

    460               

Slot route

    493               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Total revenues

    6,014               

Less: Promotional allowances

    (225            
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Net revenues

    5,789               

Operating costs and expenses:

             

Costs of revenues

    13,871               

Selling, general and administrative

    7,956               

Depreciation and amortization

    4,384               

Loss on disposal of assets

    1,809               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

    28,020               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Operating loss

    (22,231            

Other expense:

             

Interest expense

    5,213               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before income taxes

    —                 

Provision (benefit) for income taxes

    —                 
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Consolidated net loss

    (27,444            

Less: Net loss attributable to non-controlling interest in subsidiaries

    (147            

Net loss attributable to Cantor G&W (Nevada), L.P. / available to common stockholders

  $ (27,297            
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Per share data

             

Basic loss per share

             

Fully diluted loss per share

             

Basic weighted average shares of common stock outstanding

             

Fully diluted weighted average shares of common stock outstanding

             

 

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Cantor Entertainment Technology, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Nine Months Ended September 30, 2011

(in thousands)

Pro Forma

 

    Historical     Adjustments   Subtotal   Executive
Officer
Compensation
  Initial
Public
Offering
  Contribution
and Related
Transactions
  As
Adjusted

Operating Revenues:

             

Race and sports book

  $ 7,275               

Mobile gaming

    1,348               

Sports and odds subscriptions

    414               

Financial fixed odds

    387               

Slot route

    396               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Total revenues

    9,820               

Less: Promotional allowances

    (2,072            
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Net revenues

    7,748               

Operating costs and expenses:

             

Costs of revenues

    13,652               

Selling, general and administrative

    7,155               

Depreciation and amortization

    3,562               

Loss on disposal of assets

    —                 
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Total operating costs and expenses

    24,369               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Operating loss

    (16,621            

Other expenses:

             

Interest expense

    5,612               
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Loss from operations before income taxes

    —                 

Provision (benefit) for income taxes

    —                 
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Consolidated net loss

    (22,233            

Less: Net loss attributable to non-controlling interest

    (29            

Net loss attributable to Cantor G&W (Nevada), L.P. / available to common stockholders

  $ (22,204            
 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Per share data

             

Basic loss per share

             

Fully diluted loss per share

             

Basic weighted average shares of common stock outstanding

             

Fully diluted weighted average shares of common stock outstanding

             

 

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Cantor Entertainment Technology, Inc.

Unaudited Pro Forma Combined Statement of Financial Condition

As of September 30, 2011

(in thousands)

 

    Historical     Adjustments     Subtotal     Executive
Officer
Compensation
    Initial
Public
Offering
    Contribution
and Related
Transactions
    As
Adjusted
 

Current assets:

             

Cash

  $ 19,302      $                   $               $                       $               $                   $            

Receivables from customers, net

    352               

Other assets

    1,924               
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    21,578               

Fixed assets and leasehold improvements, net

    34,579               

Goodwill

    2,671               

Intangibles, net

    65               

Other long-term assets

    7,500               
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 66,393               
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and partners’/stockholders’ (deficit) equity

             

Current liabilities:

             

Interest payable to affiliate

  $ 17,407      $        $        $        $        $        $     

Promissory note payable to affiliate

    126,959               

Other payable to affiliates

    —                 

Accounts payable and accrued liabilities

    9,546               

Customer deposits

    9,004               

Deferred revenue

    46               
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    162,962               

Partners’/stockholders’ (deficit) equity

             

Stockholders’ equity

             

Class A common stock, par value $0.01 per share;              shares authorized;              shares issued and outstanding at September 30, 2011

             

Class B common stock, par value $0.01 per share;              shares authorized;             shares issued and outstanding at September 30, 2011

             

Additional paid-in capital

             

Accumulated other comprehensive income (loss)

             

Non-controlling interest

    (326            

Retained deficit

    (96,243            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total partners’/stockholders’ (deficit) equity

    (96,569            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and partners’/stockholders’ (deficit) equity

  $ 66,393               
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Notes to Unaudited Pro Forma Combined Financial Information

 

(a) To record adjustment for pro forma compensation expense representing additional compensation amounts had our executive officers received compensation from us at their anticipated fiscal year 2011 levels.

 

(b) To record repayment of $50.0 million outstanding under the Cantor Note.

 

(c) To record pro forma adjustment for the impact of the non-controlling interest ownership in Cantor Entertainment Technology Holdings by Cantor as of the date of this offering.

 

(d) To record pro forma adjustments to reflect a corporate tax rate of 35% which we expect to be subject to as of the date of this offering; however, no tax benefit has been booked due to our full valuation allowances.

 

(e) To record pro forma adjustments to capital accounts pursuant to this offering. We expect to complete the issuance of shares of our Class A common stock with a par value of $0.01 to the public at $              per share.

 

(f) To record anticipated net cash proceeds of $              million less underwriting discounts and commissions and expenses of $              million from this offering.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

Set forth below are selected historical consolidated financial data as of and for the periods presented for our operating company, Cantor G&W (Nevada), L.P.

The selected historical consolidated financial data have been prepared in accordance with accounting principles generally accepted in the United States, which we refer to as “U.S. GAAP”. The consolidated statement of operations data for fiscal years ended December 31, 2010, 2009 and 2008 and historical balance sheet data as of December 31, 2010 and 2009, have been derived from, and should be read in conjunction with, the audited consolidated financial statements appearing elsewhere in this prospectus. The unaudited historical financial data for the nine months ended September 30, 2011 and 2010 have been derived from the unaudited condensed consolidated financial statements appearing elsewhere in this prospectus, which have been prepared on a basis consistent with the annual audited consolidated financial statements. In the opinion of management, such unaudited financial data reflect all adjustments necessary for a fair presentation of the results for such periods. The results of operations data for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

 

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The following information is only a summary and should be read in conjunction with the audited and unaudited consolidated financial statements and the related notes appearing elsewhere in this prospectus, the financial information included in this prospectus in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section entitled “Risk Factors.”

 

    (Unaudited) Nine
Months Ended
September 30,
    (Audited)
For the Years Ended
December 31,
 
(Amounts in thousands, except per share
data)
  2011     2010     2010     2009     2008     2007     2006  

STATEMENT OF OPERATIONS DATA

             

Operating revenues:

             

Race and sports book

  $ 7,275      $ 3,541      $ 4,359      $ 612      $ —        $ —        $ —     

Mobile gaming

    1,348        55        5        161        —          —          —     

Sports and odds subscriptions

    414        526        697        839        215        —          —     

Financial fixed odds

    387        409        460        —          —          —          —     

Slot route

    396        375        493        455        —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    9,820        4,906        6,014        2,067        215        —          —     

Promotional allowances

    (2,072     (224     (225     (554     —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

    7,748        4,682        5,789        1,513        215        —          —     

Operating costs and expenses:

             

Costs of revenues

    13,652        8,585        13,871        7,242        —          —          —     

Selling, general and administrative

    7,155        6,234        7,956        7,537        9,930        6,918        2,440   

Depreciation and amortization

    3,562        3,113        4,384        2,918        543        270        177   

Loss on disposal of assets

    —          —          1,809        1,726        135        647        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

    24,369        17,932        28,020        19,423        10,608        7,835        2,617   

Operating loss

    (16,621     (13,250     (22,231     (17,910     (10,393     (7,835     (2,617

Other expenses:

             

Interest expense, net of interest income

    5,612        3,740        5,213        3,608        1,483        566        296   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net loss

    (22,233     (16,990     (27,444     (21,518     (11,876     (8,401     (2,913

Less: Net loss attributable to non-controlling interest in subsidiaries

    (29     (123     (147     (150     —          —          —     

Net loss attributable to Cantor G&W (Nevada), L.P.

  $ (22,204   $ (16,867   $ (27,297   $ (21,368   $ (11,876   $ (8,401   $ (2,913
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE SHEET DATA (for period ended)

             

Cash and cash equivalents

    19,302        15,656        16,012        11,177        43        —          4   

Fixed assets and leasehold improvements, net

    34,579        22,075        26,602        20,056        13,215        3,950        1,948   

Other assets

    12,512        4,526        4,290        3,685        2,997        25        2,446   

Total assets

    66,393        42,257        46,904        34,918        16,255        3,975        4,398   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    162,962        106,137        121,240        81,810        41,628        17,472        9,494   

Total liabilities and partners’ deficit

  $ 66,393      $ 42,257      $ 46,904      $ 34,918      $ 16,255      $ 3,975      $ 4,398   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of the results of operations, financial condition, and liquidity and capital resources for the nine months ended September 30, 2011 and 2010 and the fiscal years ended December 31, 2010, 2009 and 2008 of our operating company, Cantor G&W (Nevada), L.P., including its consolidated subsidiaries. Prior to our formation, all of our operations were performed by Cantor G&W (Nevada), L.P., which is currently an indirect subsidiary of ours, and its respective subsidiaries. The following discussion should be read together with our audited and unaudited consolidated financial statements and related notes and our pro forma consolidated financial information included elsewhere in this document. Some of the information contained in this discussion includes forward-looking statements that involve risks and uncertainties. You should review “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, such forward-looking statements.

Unless the context otherwise indicates, when used in this section, the terms “Cantor Entertainment Technology”, “we”, “us”, “our”, refer to Cantor G&W (Nevada), L.P., including its consolidated subsidiaries. Unless the context otherwise indicates, all dollar amounts presented in this section are expressed in thousands.

INTRODUCTION

Overview

We are a leading technology company that provides software, services, data and content to the gaming industry and additional entertainment channels worldwide. We are a market leader in comprehensive account-based and over-the-counter race and sports book solutions and mobile gaming technology for casino-style gaming and race and sports wagering for the global gaming market. Our technology infrastructure platform allows us to provide scalable services at minimal incremental operating costs. Due to the significant historical capital investment in our technology platform and our leadership position within the industry, we believe substantial barriers to entry and brand equity have been created.

We believe that we provide innovative wagering solutions, creative content, and superior products and services. We also believe that we are a premier operator of mobile gaming and mobile wagering systems that provide patrons the ability to play a full suite of casino games and place race and sports wagers, including In-Running (our in-game wagering product), from mobile devices in many areas of the casino resort. We currently operate race and sports books and mobile gaming in six locations in the State of Nevada and have announced the addition of a seventh race and sports book that we will begin operating in early 2012. We also operate a sports line making service as well as a slot route in Nevada which places and operates slot machines in approved locations, such as bars and taverns which are typically restricted to 15 machines per location and an unlimited amount for unlicensed non-restricted locations. We have marketed our product offerings to other gaming jurisdictions where mobile gaming is permitted, such as Native American casinos and other gaming venues throughout the world. In June 2011, mobile gaming wagering in casino hotel rooms was legalized in Nevada, and regulations implementing such wagering have been adopted by the Nevada Gaming Commission. As a result, we intend to expand the service area of our mobile gaming system to include hotel rooms, which will require approval from the Nevada Gaming Control Board. While the time frame for such approval is uncertain, we anticipate that the time required to make in-room gaming operational will be short and would not require material infrastructure installation and expense. We do not believe that additional financing will be needed to complete the implementation of our mobile gaming system. In addition, until recently, Nevada gaming regulations required that any wagers placed through our mobile gaming system be done using our proprietary mobile hardware. However, on October 26, 2011 as a result of recent regulatory changes, we launched a sports wagering application on Android® devices, including through an application downloadable on a patron’s personal device enabling the patron to place sports wagers through his or her wagering account anywhere within

 

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Nevada. We also have iOS and Windows-based sports applications in process. Our mobile wagering technology also enables casino properties to leverage our products for marketing and promotional efforts. Our cloud-based software automates and executes mobility for entertainment options that previously were inefficient to manage or distribute and could not be consumed wherever and whenever the customer wanted them.

We were the first to be licensed by the Nevada Gaming Commission to manufacture, distribute and operate a mobile gaming system in the State of Nevada in 2006. Our mobile gaming system was licensed in 2006 and approved by the Nevada Gaming Commission on November 20, 2008. We believe that our mobile gaming system is the only one currently in operation in Nevada. We provide our casino partners with a complete mobile gaming solution, including a proprietary wireless gaming system, full back-office infrastructure and a portfolio of casino games. We design, finance, install and operate our mobile platform and share a portion of our mobile gaming revenues with our casino partners. Our software can be integrated into our casino partners’ software platforms for the purpose of expanded concierge type services, food and beverage orders, restaurant or show reservations and tailored marketing materials based upon a player’s location and profile. Our licenses as an operator, manufacturer and distributor of mobile gaming systems in Nevada allow us the opportunity and ability to expand into additional properties.

We have entered into lease arrangements with our casino partners that provide for Cantor Entertainment Technology to be the exclusive provider of race, sports and mobile operations for the term of the contract. The terms generally provide for minimum fixed rents and revenue sharing agreements for race, sports and mobile gaming. Our contracts provide for us to incur all expenses for the build-out of the race and sports books as well as mobile gaming infrastructure. Our agreements provide that some or all of these costs are recouped as priority returns on our mobile gaming participation arrangements.

Gaming Industry

According to estimates available through the American Gaming Association, which we refer to as “AGA,” gross gaming revenues in the United States were $34.6 billion in 2010 of which Nevada’s portion was $10.4 billion or 30.1%. Through July 2011, Nevada’s Pari-Mutuel Race and Sports book wagering (handle) was $1.6 billion, of which Cantor G&W (Nevada) constituted 14% of the entire state’s handle. However, overall, Nevada’s legal sports wagering represents less than 1% of all monies spent on sports betting nationwide. The National Gambling Impact Study Commission (NGISC) estimated that illegal wagers are as much as $380 billion annually. According to Juniper Research, the mobile entertainment industry, of which mobile gaming is a subset, was worth $33 billion in 2010 and is expected to be worth $54 billion in 2015. The mobile gaming industry is expected to make $8 billion in 2011 according to an article on Fool.com and will be earning $11.4 billion in 2014 according to Gartner, Inc. The biggest reason for the growth in these markets is the “rapid proliferation and quick adoption” of mobile devices such as smartphones and tablets. Casino Enterprise Management, in an article published February 1, 2011, indicated “….mobile gaming will change the gaming industry by adding convenience and a whole new spectrum to the industry. Mobile gaming is here today and is going to proliferate inside of casinos.” The expansion of mobile gaming in the traditional casino settings is testament to the growth opportunities available within approved areas of the casino as well as within the boundaries of the State of Nevada. We believe that when our mobile gaming systems and services are installed, they will add incremental revenue to our casino partners as well as increase property loyalty.

Adoption of mobile gaming is expected to be driven by the following trend:

Rising use of mobile devices. Tablet computers and smartphones provide a convenient, simple platform for users to play games. Goldman Sachs Equity Research estimates that tablet sales increased from $17.8 billion in 2010 to $51.2 billion in 2011 and are expected to increase further to $71.4 billion in 2012. Mobile gaming continues to grow driven by the rapid proliferation of smartphones and smartphones and tablets. According to BMO Equity Research, Apple has sold more than 250 million iOS devices and its online multiplayer social GameCenter platform has 67 million registered players while Google has activated more than 190 million Android devices globally. Games are the largest category of apps on tablets and smartphones

 

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and mobile gaming allows publishers to reach a wide global audience. Additionally, casino-style games rank in the top 5 top grossing iPhone games and top 20 for iPad games in the U.S., Canada, United Kingdom, and Germany.

History and Recent Developments

On November 6, 2008, we acquired LVSC, Nevada’s largest odds-making company. LVSC provides opening odds and point spreads to a number of Nevada sports books and other legal sports wagering jurisdictions. LVSC’s products and services complement our menu of gaming products, allowing both us and LVSC to provide additional new and dynamic service products, including international sporting events. Additionally, by utilizing our state of the art technology, LVSC’s subscription revenues are expected to grow as we are able to distribute a broader range of services on a real-time dynamic basis. On July 22, 2008, we acquired the assets of Game Masters. We now own Game Masters’ comprehensive catalog of casino games, which when used, require payment of royalties to the former owner of Game Masters, intellectual property, gaming expertise, full library of art, designs and technology, slot route and an office building which has been renovated and holds our corporate headquarters. The acquisition provides us with a rich portfolio of gaming content, developed over 50 years.

On March 1, 2009, we commenced race and sports operations at The M Resort. We obtained a license to operate the Hard Rock Hotel & Casino race and sports book in late October 2010. We began operations at the Hard Rock’s existing location at that time while building a completely new race and sports book at a different location within the property, which was completed in February 2011. We had a similar arrangement at the Tropicana Las Vegas whereby we received a license to operate race and sports in November 2010. We operated a temporary betting window beginning in November 2010, while building our permanent race and sports book which opened in February 2011. The Cosmopolitan of Las Vegas opened to the public on December 20, 2010 at which time we were licensed to operate a race and sports book which we did initially through one window in the main casino. While we operated this window in the main casino, we were constructing a complete race and sports book in another location within the property which opened in March 2011.

On April 30, 2010, we acquired, through entities under common control, Cantor Gaming and Wagering Limited (UK), which we refer to as “G&W UK,” when it was contributed by Cantor to us from Cantor Index, Limited. The entity provides wagering opportunities on financial markets. We refer to the revenue streams from these opportunities as “Financial Fixed Odds.” G&W UK has joined with a number of licensed European bookmakers to offer their customers the opportunity to bet on a wide variety of financial markets, ranging from stock indices to commodity prices to foreign exchange markets.

We received a license to operate at the Las Vegas Sands on September 1, 2011. The Las Vegas Sands has two race and sports book locations, one at The Palazzo and a second at The Venetian. We took over operations at The Palazzo and The Venetian on September 1, 2011. We have completed a build-out of a new race and sports book in The Venetian which opened on November 1, 2011. Previous to that time, and from December 4, 2009, The Venetian and The Palazzo offered mobile gaming and In-Running Wagering at those casinos through an arrangement with us.

On October 26, 2011, we launched a sports wagering application on Android® devices, through an application downloadable on a patron’s personal device enabling the patron to place sports wagers through his or her wagering account throughout the State of Nevada. We also have iOS and Windows-based sports applications in process. This mobile sports wagering application is embedded with sophisticated data-encrypted technology that provides the highest levels of security and offers Nevada-based sports betting fans a secure, convenient, fast loading, and easy to use application. Compliant with Nevada Gaming Control Board regulations and technical standards, the application will function only within Nevada and will not function outside Nevada.

On November 4, 2011, we entered into an agreement to operate a new race and sports book and mobile gaming facility at the Palms Casino Resort. We expect to commence race and sports book operations at the existing book in the Palms Casino Resort in February 2012, pending regulatory approval, and we will substantially renovate the race and sports book during the summer of 2012.

 

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Effective on December 31, 2011, we entered into an amendment to the Cantor Note, increasing the aggregate amount that we may borrow thereunder to $160,000.

FINANCIAL OVERVIEW

Sources of Revenue

Our current operating results are highly dependent upon the volume of customers and amount of wagers. Key indicators for our operations are as follows:

Handle—the amount of wagers made on a sporting event or on a mobile device

Win/Loss—the net result of a wager based upon an outcome

Write—the amount of wagers made on a race event

Hold Percentage—the ratio between Win and the Handle or Write on any specific game/race.

We derive our revenues from the following main sources;

 

   

Race and sports book;

 

   

Mobile gaming;

 

   

Sports and odds subscriptions;

 

   

Fixed financial odds; and

 

   

Slot route

Race and Sports Book—we accept wagers on sports as follows: straight-wagers, money line wagers, parlay wagers, parlay cards, prop wagers, In-Running wagers, Inside Wagers and derivative wagers. We retain either a win or loss on any given event based upon the final outcome of the event and the odds or point spreads that our risk management team offer to the wagering public. As reported by the Nevada State Gaming Control Board Gaming Revenue Report, all non-restricted licensees in the State of Nevada, for the twelve months ended October 31, 2011, held 4.49% of the sports handle. Our ambition has always been to increase the handle dramatically, thus offering a more commission-like business with an annual hold percentage targeted at 2.5% to 3%. We believe that the business cannot be assessed based upon the results of one weekend or one game, but rather a sporting season, such as NFL football, NCAA football, NBA basketball and NCAA basketball. The strength of the revenue associated with the sports wagering business lies in the fact that there are so many events in the annual calendar. For example, assume that a patron wagers $11 to win $10. At this ratio, a patron must win 53% of his wagers to break-even. This provides sports books with a mathematical advantage of 3%. For example, there are approximately 256 games in a professional and amateur football season; assuming a player bet an equal amount on every game, a player would have to win in excess of 135 of these games for us to be exposed to this patron during the football season. The number of NBA games as well as NHL matches is even greater. Revenues made on fixed terminals or on mobile devices (available on and off property within Nevada) related to sports wagers are included in sports revenue in our financial statements.

We employ a risk management team that creates a statistical data base that is comprised of historical data and mathematical algorithms overlaid by injury reports, weather conditions, and other anomalies, to assess the most likely outcome of a sporting event. These algorithmic models are used for risk management, as well as to manage our In-Running sports wagering offering. These are used in the posting of odds/lines which patrons may wager on. We believe that our risk management team, aided with our superior technology, provides odds/lines with a high degree of credibility. This permits us to accept larger wagers than our competitors, as our technology provides us immediate visibility to our risk. The risk management team uses our proprietary software to manage the risk associated with the wagers, using mathematical parameters to provide a balanced book. As discussed above, the mathematical odds favor our book operations.

 

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We also offer In-Running Wagers, which enable casino patrons to bet on a variety of outcomes in live sporting events, throughout the event. We offer In-Running wagers on the money line, total points and point spread, as well as proposition bets such as: for football, first down or no first down, outcome of a drive or make or miss a field goal; in baseball, these would include betting propositions when a player is at bat and whether each team will score in the next inning; basketball offerings include free-throw make or miss wagers.

Inside Wagering is a non-traditional form of sports wagers, specifically developed to reduce the cost of the wager to the player, which we refer to as the “vig”. Inside Wagers are opened for only a short, set period of time during which the line does not move. Patrons can request an array of possible wagers during these betting windows at prices with no vig initially taken. The risk management team reviews all “offered” wagers and then accepts or denies wagers based upon certain risk parameters. Monies are not accepted for wagers that are not taken. Patrons whose wagers are accepted then pay an execution fee for the wager. Our execution fee ranges between 2.0% — 2.5% for all wagers accepted, which is significantly less than the traditional vig charged at other sports books. Inside Wagering leverages the concept of a specialist in the field of financial services, which we have applied to the field of wagering to develop the cheapest entry and exit prices. This has developed a more liquid betting pool.

We offer both Pari-Mutuel Wagers as well as In-House Quinella wagers. The model for Pari-Mutuel wagers is consistent across all operators in Nevada and offers a gross win to us of approximately 20%; after association fees, and we retain approximately 14-16%. We offer our players inducements to wager on certain posted races by offering In-House Quinellas. These wagers are offered on certain races that are set by our risk management team. These generally result in a loss for us of approximately 8%. However, these In-House Quinellas are offered to our players at a ratio of 3 Pari-Mutuel wagers to 2 Quinella wagers. Accordingly, our blended race hold is approximately 10-12%.

Mobile Gaming—We offer a complete mobile gaming solution, including a proprietary wireless gaming system, full back-office infrastructure and a portfolio of casino games. Players have the ability, with our mobile gaming technology, to play in all authorized areas of a property, including our race and sports books, and private areas such as pools, restaurants and lounges. Mobile gaming in hotel rooms has been permitted by law and gaming regulations have been adopted. Our technology is currently awaiting regulatory approval before we may implement it in the approximately 15,000 rooms of our casino partners. Casino patrons can play our proprietary, intellectual property-protected casino style and third-party games. A customer must establish an account and fund it to be able to utilize the flexibility offered through our mobile gaming technology.

Currently, all of our revenue is cash-based, as we do not extend any form of credit to patrons. Patrons have the option of either making their cash race and sports wagers at the betting counter or, preferably, setting up a wagering account through our proprietary software. Once a patron establishes an individual password-protected account and deposits monies into that account, the patron can then access those funds for all forms of wagering discussed above, but on an individually funded basis (sports account for sports wagering and mobile account for mobile wagering).

We have agreements to be the exclusive operator of race, sports and mobile gaming at the following locations in Nevada:

The M Resort

The Tropicana Las Vegas

The Hard Rock Hotel & Casino

The Cosmopolitan of Las Vegas

The Venetian

The Palazzo

The Palms Casino Resort (operations are expected to begin in the first quarter of 2012)

 

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For each location where we operate a race and sports book, there may be a significant length of time between entering into an agreement to operate race, sports and mobile gaming, and when we finish construction and open our newly built race and sports book and mobile gaming facility. We may operate our sports and mobile gaming sign-ups at temporary windows during this time.

Sports and Odds Subscriptions – G&W (Nevada) acquired LVSC in 2008. This entity provides opening odds and point spreads that are used by both our own risk management team as well as independent third-parties. Customers are typically invoiced a fixed monthly subscription fee for access to LVSC’s data feeds. The contract terms vary by customer and may vary based upon the seasonality of certain sports.

Financial Fixed Odds—Through our subsidiary, Cantor Gaming & Wagering Limited (UK), we operate a financial fixed odds betting product, which we refer to as “FFO.” FFO is a proprietary betting product that allows a customer to bet online or otherwise remotely on short-term movements in the financial markets. We currently offer FFO as a white label product to licensed bookmakers, as opposed to offering FFO directly to end customers under our own brand. Our current white label bookmakers include Ladbrokes in the United Kingdom and 32 Red, PartyGaming and Victor Chandler in Gibraltar.

Slot Route—As part of the Game Master acquisition, we obtained a manufacturer and slot route operator license. Our slot route operator license permits us to place and operate up to 15 slot machines at restricted gaming locations such as bars and taverns and an unlimited amount for licensed non-restricted locations. We have agreements to place slot machines at approximately 20 locations, for a total of approximately 100 machines. We pay either a fixed rent, entitled a “space lease” if we are the listed licensee, or a participation rent, which requires the facility to be a licensee.

Expenses

Our direct expenses, or cost of revenues, primarily include sports book rent, occupancy charges, sports book employee compensation, state and federal taxes, race track fees, surety bond costs and complimentaries provided to our customers. We pay rent to our casino partners for the use of the space where our race and sports book is located. The terms of these rent agreements are generally for 10 years, with two 5-year renewal options. Generally, the rent has both a fixed component as well as a variable component. The variable component is a participation arrangement which is generally based upon a percentage of handle that is captured at the specific location. State gaming taxes are generally 6.75% of win, federal gaming taxes are 0.25% of sports handle, and race track fees approximate 3.5% of race write. Complimentaries offered to VIP guests average 2-3% of race write and 0-0.25% of sports handle.

We incur costs for obtaining a surety bond, which is required by the Nevada Gaming Control Board in the amount of all unpaid sports wagers and all monies included in patrons’ sports wagering accounts. This bond increases over all periods presented as a result of increased handle for sports, as well as increases in the monies deposited with us via individual customer wagering accounts. As our operations increase, so does the cost of our surety bond.

Our expenses, classified as selling, general and administrative, include compensation and benefits for executive and support personnel, occupancy charges, communications costs, hardware and software costs, advertising and marketing costs and professional fees. Professional fees consist primarily of legal fees, lobbying and consulting fees incurred during the licensing and regulatory approval process. We also incur sales and promotion expenses, communication expenses and support service expenses. Sales and promotion expenses include travel, conventions, and marketing. Communications charges include voice and data communication. We pay fees to related parties (Cantor and its affiliates) for performing certain administrative and other support, utilization of fixed assets and accounting/finance personnel, operations, human resources, legal services and technology infrastructure support. We believe these allocations to be a reasonable reflection of the utilization of services rendered. However, the expenses allocated for these services are not necessarily indicative of the

 

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expenses that would have been incurred if we had been a separate independent entity. In addition, these allocations may not reflect the costs of services we may receive from Cantor and its affiliates in the future. We also incur various other normal operating expenses during the course of running our business.

We capitalize compensation for information technology personnel when their activities meet the capitalization criteria as defined in the relevant accounting standards. Depreciation and amortization costs relate to the following: depreciation of leasehold improvements related to the build-out of our sports book and mobile gaming functionality, hardware related to our race/sports, mobile and fixed betting terminals, slot machines utilized in our slot route, corporate assets such as building, leasehold improvements and computer equipment as well as amortization of the software used in our sports/race/mobile businesses.

Interest expense is charged to us on our credit facility with Cantor at a rate of 600 basis points above the 3-month LIBOR.

Results of Operations

Nine Months Ended September 30, 2011 and 2010

The following table sets forth the components of our net loss for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010:

 

     Nine Months Ended
September 30,
 
     2011     2010  

Operating revenues:

    

Race and sports book

   $ 7,275      $ 3,541   

Mobile gaming

     1,348        55   

Sports and odds subscriptions

     414        526   

Financial fixed odds

     387        409   

Slot route

     396        375   
  

 

 

   

 

 

 

Total revenues

     9,820        4,906   

Less: Promotional allowances

     (2,072     (224
  

 

 

   

 

 

 

Net revenues

     7,748        4,682   

Operating costs and expenses:

    

Cost of revenues

     13,652        8,585   

Selling, general and administrative

     7,155        6,234   

Depreciation and amortization

     3,562        3,113   
  

 

 

   

 

 

 

Total operating costs and expenses

     24,369        17,932   

Operating loss

     (16,621     (13,250

Other expense:

    

Interest expense

     5,612        3,740   
  

 

 

   

 

 

 

Consolidated net loss

     (22,233     (16,990

Less: Net loss attributable to non-controlling interest in subsidiaries

     (29     (123
  

 

 

   

 

 

 

Net loss attributable to Cantor G&W (Nevada), L.P.  

   $ (22,204   $ (16,867
  

 

 

   

 

 

 

Our total gross revenues were $9,820 for the nine months ended September 30, 2011 as compared to $4,906 for the prior year comparable period, a $4,914 increase, or 100%. The revenue growth period over period was predominately in the race and sports book. Race and sports book income increased to $7,275 from $3,541, or 105%. The increase was due to the number of race and sports books in operation year over year. During the full nine month period ended September 30, 2010, we operated only one race and sports book at the M Resort. We added four additional operations as follows: the addition of a temporary betting window at the Tropicana Las Vegas in December 2010 and the complete book in February 2011, the Hard Rock Hotel Las Vegas temporary betting window which opened in October 2010 with the completed book also opening in February 2011, the

 

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Cosmopolitan Las Vegas in December 2010 at our betting window at the Book and Stage and in March 2011, when we opened our completed book, and Lagasse Stadium at The Palazzo and a temporary betting window at The Venetian beginning September 1, 2011. The completed book at The Venetian opened November 1, 2011.

The additional operations provided for an increase in sports handle from $210,249 to $331,001, or 57%. This increased handle has contributed to an increase in year-to-date hold from 1.26% to 1.50%. Race write, including both Pari-Mutuel write and In-House Quinella’s write, increased from $14,855 to $31,403, or 111%. Additionally, our total race win percentage increased from 6.16% to 8.15%. As our footprint continues to increase, we can more effectively manage our risk which results in an increased hold percentage.

Combined race and sports Handle/Write increased from $225,104 to $362,403, and our win percentage increased from 1.59% to 2.07%.

Revenue from our mobile gaming increased from $55 to $1,348, or 2,351%. The increase in win was generally associated with a trial mobile gaming promotion which has held from mid-June to mid-July when it was terminated.

Our promotional allowances increased from $224 to $2,072, or 825%, as a result of the trial promotion on our mobile gaming. These promotional wagers were given as an inducement to play. The increase in promotional play has a direct correlation to the increase in the gross mobile revenue.

Cost of revenues increased from $8,585 to $13,652, or 59%. The increase in gross expenses is directly related to the increase in our footprint due to the addition of the four new operations discussed above. The increased expenses include the following:

 

   

Rent expense related to the footprint of our expanded operations which increased from $1,851 to $3,448, or 86%. This rent is paid to our casino partners for the use of the race and sports book square footage.

 

   

Occupancy charges which, as discussed above, have a direct correlation to our expanded footprint and include utilities, hardware maintenance, software maintenance and equipment rentals, increased from $495 to $1,251, or 153%.

 

   

Gaming taxes (both state and federal) increased from $905 to $1,462, or 62%, due to an increase in sports handle and race write as well as sports hold and race win.

 

   

Race track fees increased $67, from $733 to $800, or 9%. The increase was a direct result of the increase in Race Write.

 

   

Compensation related to all of our business lines increased from $1,486 to $2,552, or 72%, due to an increase in the number of personnel who operate our race and sports books.

 

   

Communications charges, which represent the feeds used to display the race and sporting events, increased from $229 to $750, or 227%. The increase was a direct result of the increase in our operations.

Other expense, which is predominately comprised of our surety bond as well as office expenses, increased from $942 to $1,483, or 58%. Office expenses are comprised of ticket paper, parlay cards and race booklets and the increase was a direct result of our expanded footprint.

These increases were slightly offset by the following decrease:

 

   

A decrease in marketing from $1,072 to $855, or 20%, due to a decrease in print media period over period.

 

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Selling, general and administrative costs include compensation for executives, support staff, IT personnel for both research and development and infrastructure and costs associated with our corporate office. The increase in selling, general and administrative costs from $6,234 to $7,155 was largely due to the following items:

 

   

Personnel costs increased from $2,236 to $2,908, an increase of $672, or 30%. The increases were due to the addition of support personnel at our corporate office to meet the regulatory requirements of our expanded operations, as well as our continued investment in technology personnel to continue to expand our product offerings as well as development of our proprietary software platforms.

 

   

Professional fees, including allocations for shared services from Cantor, increased from $2,322 to $2,626, an increase of $304, or 13%. The increase related predominately to fees paid to the Nevada Gaming Control Board—Technology Division, as well as lobbying and consulting fees. Our internally developed, proprietary account-based sports wagering platform and application was required to be submitted and approved by the Nevada Gaming Control Board before it could be utilized in production. Approximately $310 of the professional fees in the 2011 period is related to the approval process. Key employee investigation fees paid to the Nevada Gaming Control Board were $163 in the nine month period ended September 30, 2011 as compared to zero in the prior year period. The lobbying and consulting fees were incurred to promote changes in legislation to improve the regulatory framework which will, and in some cases already has, favorably impacted our mobile gaming revenue model. Finally, the increase was also attributable to patent application and related IP defense charges. As our portfolio of proprietary content increases, so will the cost of applying for patents as well as defending these patents. Shared Services costs from Cantor include the cost of providing network, data center, server administration support, other technology services as well as general and administrative services to us.

These increases were offset by a reduction in the following expense:

 

   

Occupancy costs, which include hardware and software maintenance, were reduced from $583 to $328, or a decrease of 44%, predominately related to full-utilization of our Las Vegas based data center.

Depreciation and amortization includes depreciation on capital improvements made at our corporate office as well as leasehold improvements made to our race and sports books. Depreciation is computed on a straight-line basis over the estimated economic useful life ranging from 3-10 years, or, for leasehold improvements, the life of the lease, if shorter. Amortization also relates to our internally developed and purchased software.

Interest expense relates to the credit line payable to Cantor. Interest is accrued at 600 basis points over the three-month current LIBOR.

 

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Fiscal Year Comparisons

 

     Year Ended December 31,  
     2010     2009     2008  

Operating revenues:

      

Race and sports book

   $ 4,359      $ 612      $ —     

Mobile gaming

     5        161        —     

Sports and odds subscriptions

     697        839        215   

Financial fixed odds

     460        —          —     

Slot route

     493        455        —     
  

 

 

   

 

 

   

 

 

 

Total revenues

     6,014        2,067        215   

Less: Promotional allowances

     (225     (554     —     
  

 

 

   

 

 

   

 

 

 

Net revenues

     5,789        1,513        215   

Operating costs and expenses:

      

Cost of revenues

     13,871        7,242        —     

Selling, general and administrative

     7,956        7,537        9,930   

Depreciation and amortization

     4,384        2,918        543   

Loss on disposal of assets

     1,809        1,726        135   
  

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     28,020        19,423        10,608   

Operating loss

     (22,231     (17,910     (10,393

Other expense:

      

Interest expense

     5,213        3,608        1,483   
  

 

 

   

 

 

   

 

 

 

Consolidated net loss

     (27,444     (21,518     (11,876

Less: Net loss attributable to non-controlling interest in subsidiaries

     (147     (150     —     
  

 

 

   

 

 

   

 

 

 

Net loss attributable to Cantor G&W (Nevada), L.P

   $ (27,297   $ (21,368   $ (11,876
  

 

 

   

 

 

   

 

 

 

Fiscal Year 2010 compared to Fiscal Year 2009

We were a development stage company from inception (November 12, 2004) until we commenced gaming operations on March 1, 2009.

Our gross revenues increased from $2,067 in FY 2009 to $6,014 in FY 2010, a $3,947 increase, or 191%. We began race and sports operations at the M Resort on March 1, 2009, accordingly the 2009 financial results only include 10 months of operations. The M race and sports book was operational for the full 12 months in FY 2010. Additionally, we operated in temporary locations at the Hard Rock Hotel & Casino beginning in late October 2010 as well as a temporary location at the Tropicana Las Vegas beginning in December 2010. The permanent race and sports books at these locations did not open until FY 2011. The decline in our sports and odds subscription revenues was due to the loss of certain customers as well as taking over the operations of the new books which had previously been paying the subscription fee to us as independent third-parties.

Along with the operation of race and sports book at the M Resort, we offered mobile gaming, which revenues relate specifically to casino style slots and table games (mobile gaming wagers made on sports are included in the race and sports revenue line). We were the first to offer mobile gaming, which resulted in an increased initial interest in the product offering. The initial interest in mobile gaming slowed in anticipation of new devices, titles and expanded authorized gaming areas. Additionally we decreased the amount of free play offered as a promotional allowance. These factors resulted in a decline in our mobile gaming revenue from 2009 to 2010.

 

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Cantor Gaming and Wagering Limited (UK), the entity that provides Financial Fixed Odds, was acquired by us on February 1, 2010 when it was contributed by Cantor to us. Financial Fixed Odds, which we refer to a “FFO,” relates to the revenue from wagering on financial markets. As discussed earlier, we have partnered with a number of licensed European bookmakers to offer their customers the opportunity to bet on a wide variety of financial markets, ranging from stock indices to commodity process to foreign exchange markets.

Promotional allowances represent sales incentives which are reported as a reduction of revenues. The decrease in promotional allowances year over year relate to the change in focus of our mobile gaming technology year over year. As the product was very new in 2009, we offered incentives to entice casino patrons to try the new functionality. These promotions resulted in costs in excess of the revenue they derived. Accordingly, management re-assessed the business strategy of mobile gaming pending further regulatory approvals (devices, content, etc.) that we had requested.

Cost of revenues increased from $7,242 in 2009 to $13,871, or 92%, in 2010 due to the following:

 

   

Rent expense related to the footprint of our expanded operations increased from $2,040 to $2,970, or 46%. This increase was a direct result of our expanded footprint year-over-year as well as 12 months of rent expense in 2010 vs. 10 months in 2009 at the M Resort. This rent is paid to our casino partners for the use of the race and sports book square footage.

 

   

Occupancy charges, which as discussed above, have a direct correlation to our expanded footprint and include expenses such as utilities, hardware maintenance, software maintenance and equipment rentals, increased from $322 to $1,011, or 214%. This increase was at a greater rate than the rent charges due to the increased square footage of the new locations that were opened in 2010.

 

   

Compensation related to all of our business lines increased from $1,653 to $2,133, or 29% due to an increase in the number of personnel who operate our race and sports books.

 

   

Gaming taxes (both state and federal) increased from $523 to $1,407, or 169%, due to a corresponding increase in sports handle and race write as well as sports hold and race win.

 

   

Race track fees increased from $167 to $1,238, or 641%. This increase was a direct result of the increase in race write.

 

   

Complimentaries offered to our customers increased from $407 to $861, or 112%, due primarily to an increase in race write, and to a lesser extent an increase in our sports handle.

 

   

Communications charges, which represent the feeds used to display the race and sporting events, increased from $264 to $656, or 148%. This increase was a direct result of the increase in our venues.

 

   

Marketing costs increased from $785 to $1,409, or 79%, due to a full year of operations at the M Resort and marketing of mobile gaming at The Venetian and The Palazzo.

 

   

Other expense, which is predominately comprised of the cost of our surety bond and office expenses, increased from $647 to $1,283, or 98%. Office expenses are comprised of expenses, such as ticket paper, parlay cards and race booklets and are a direct result of our expanded footprint.

 

   

Our cost of revenues included an allocation for services performed by an affiliate of Cantor Fitzgerald to our FFO entity in the UK of $516 which did not exist in the prior year period. The allocations include costs for the use of a data center, desktop support, treasury services, legal services and finance services to FFO.

These increased expenses were partially offset by a decline in professional fees from $214 to $140, a reduction of $74, or 35%. This decrease was a result of the maturity of our race and sports operations such that we use our professional service providers on a less frequent basis.

 

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Selling, general and administrative costs increased slightly from $7,537 in 2009 to $7,956 in 2010, or 6%. The net increase comprised the following:

 

   

Compensation and employee benefits increased from $2,500 to $3,102, or 24%. This increase was attributable to additional support staff to meet the regulatory requirements due to our operational expansion, and a continued investment in technology infrastructure to support our growing business model. Increases in personnel at the local level resulted in a decline in the allocation paid to Cantor for similar staff functions. See discussion below.

 

   

Professional fees, including allocations for shared services from Cantor, decreased from $2,914 to $2,648, or 9%. This decrease primarily related to a reduction in the allocations from Cantor as we hired many of our own support personnel and reduced our reliance on the Cantor infrastructure and other outsourced providers. The decrease also reflected a reduction in consulting payments for the slot route paid to Game Masters after the purchase was completed.

Depreciation and amortization includes depreciation on capital improvements made at our corporate office as well as leasehold improvements made to our race and sports books. Depreciation is computed on a straight-line basis over the estimated economic useful life ranging from 3-10 years, or the life of the lease, if shorter. Amortization relates to our internally developed and purchased software. The increase in depreciation and amortization has a direct correlation to the new assets placed in service due to the full year of operations in 2010 at the M Resort and the opening of the race and sports books at the Tropicana Las Vegas and the Hard Rock Hotel & Casino.

Loss on disposal of assets related to the write-off of hardware no longer required for mobile gaming in anticipation of approval of personal devices.

Fiscal Year 2009 compared to Fiscal Year 2008

Revenues in 2008 were limited to those generated from LVSC, which was acquired in November 2008.

In May 2008, we acquired the assets associated with a slot route. In addition to the existing slot route customers, we acquired a building, slot machines and a catalog of casino games. Although we acquired the slot route operations during 2008, we did not receive any revenues for this business line until 2009 when we obtained the required gaming licenses.

We began operations at the M Resort on March 1, 2009; accordingly, our results for the year ended December 31, 2009 include 10 months of operations for race and sports as well as mobile gaming.

Selling, general and administrative fees declined from $9,930 in 2008 to $7,537 in 2009, or 24%. The decline was attributable to the following items:

 

   

Compensation and employee benefits decreased from $4,618 to $2,500, or 46%. The expenses in 2008 included the costs of significant IT development personnel that were working on software development, which software had not yet met the technological feasibility criteria for capitalization. Accordingly, all wages and benefits for these individuals were expensed as incurred. IT development salaries were capitalized at a rate of approximately 70% in FY 2009.

 

   

Professional fees, including allocations for shared services from Cantor, decreased from $3,636 in 2008 to $2,914 in 2009, or 20%. Professional fees in 2008 included significant costs related to lawyers, lobbying for regulatory changes, gaming investigation fees and other costs to assist us in becoming a gaming operator, which we achieved effective March 1, 2009. Most of these fees are non-recurring in nature.

 

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Liquidity and Capital Resources

We have primarily financed our business through a credit facility with Cantor, which we refer to as the “Cantor Note.” The credit facility currently bears interest at a rate of 3-month LIBOR plus 600 basis points and is payable upon demand and was approved for up to $150,000 as of September 30, 2011, which aggregate amount that we may borrow thereunder was increased to $160,000 as of December 31, 2011. As of September 30, 2011, we had outstanding borrowings and accrued but unpaid interest against the credit facility of $144,366. Our operating cash flows will be used to satisfy a portion of the outstanding line of credit, for working capital purposes as well as future investment in leasehold improvements for expansion into additional facilities.

We intend to use a portion of the net proceeds from this offering to repay $50,000 of the Cantor Note and use the remaining net proceeds for various purposes, including general partnership purposes, as described in “Use of Proceeds.” The Cantor Note will then be converted into a term note due January 15, 2016 with a fixed interest rate of 8.5% for the remaining amount outstanding thereunder. Interest payments on the term loan will be payable quarterly and principal will be due at maturity. We believe that the remainder of the net proceeds of this offering, together with the future positive cash flows from operations that we anticipate generating, will sustain our cash needs for the next 12 months inclusive of planned expenditures for capital projects.

We have made significant investment in the infrastructure of our race and sports books as well as the infrastructure for mobile gaming. Our historical revenue streams have predominately been attributable to the race and sports revenue streams. Mobile gaming regulations have recently been approved within the State of Nevada and certain of our technology is awaiting regulatory approval before it can be utilized. The ability to expand our race and sports and mobile gaming footprint to third-party mobile devices is expected to have a significant favorable impact on our revenue streams at little incremental infrastructure cost. Additionally, as we have grown our operating footprint from two properties in 2009 to six properties currently, soon to be seven with the opening of the Palms Casino Resort in early 2012, we have access to a broader customer base permitting us to drive incremental revenues at a lower incremental cost.

We cannot assure you that our operations will generate adequate cash flows to fund our liquidity needs or that we will be able to obtain suitable financing should those liquidity needs not be met by our operations. If we are unable to fund our liquidity needs, that may require us to reduce or delay capital projects, reduce expenses, sell assets or seek to restructure existing debt obligations. Any of these courses of action may negatively affect our ability to generate revenue.

 

     Nine Months
Ended
September 30,
    Year Ended December 31,  
      2011     2010     2010     2009     2008  

Cash used in operating activities

   $ (20,578   $ (5,537   $ (13,376   $ (3,333   $ (9,338

Cash used in investing activities

     (11,200     (4,804     (10,602     (10,884     (12,735

Cash provided by financing activities

     35,068        14,820        28,813        25,351        22,116   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Increase in cash and cash equivalents

   $ 3,290      $ 4,479      $ 4,835      $ 11,134      $ 43   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Activities

During the nine months ended September 30, 2011, our operating activities used $20,578 of cash. We had a net loss for the nine months ended September 30, 2011 of $22,233. Our net loss included a non-cash charge for depreciation and amortization expense related to tangible and intangible assets of $3,562. Reconciling items from net income to operating cash flow included an increase in other long-term assets of $7,500, as well as an increase in interest payable of $5,612.

During the nine months ended September 30, 2010, our operating activities used $5,537 of cash. We had a net loss for the nine months ended September 30, 2010 of $16,990. Our net loss included a non-cash charge for

 

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depreciation and amortization expense related to tangible and intangible assets of $3,113. Reconciling items from net income to operating cash flow included increases in accounts payable and accrued liabilities of $2,980, increase in customer deposits of $2,495 and an increase in interest payable to affiliates of $3,739.

During the year ended December 31, 2010, our operating activities used $13,376 of cash. We had a net loss for the year ended December 31, 2010 of $27,444. Our net loss included the following non-cash charges: depreciation and amortization expense related to tangible and intangible assets of $4,384 and a loss on disposal of assets of $1,809. The asset write-offs related to our proprietary 1.1 and 2.0 Mobile Devices, which are not expected to be used in the field, but replaced with commercially available devices. The regulatory framework in the State of Nevada now permits the use of “off-the-shelf” devices for our mobile gaming; accordingly, we are no longer in the business of building hardware, but merely software that is compatible with off-the-shelf-devices as more specifically approved for use by the Nevada Gaming Control Board. Reconciling items from net income to operating cash flows included an increase in accounts payable and accrued liabilities of $1,458, an increase in customer deposits of $2,245 and an increase in interest payable of $5,212.

During the year ended December 31, 2009, our operating activities used $3,333 of cash. We had a net loss for the year ended December 31, 2009 of $21,518. Our net loss included the following non-cash charges: depreciation and amortization expense related to tangible and intangible assets of $2,918 and loss on disposal of fixed assets and intangibles of $1,726. Reconciling items from net income to operating cash flows included an increase in accounts payable and accrued liabilities of $4,906, an increase in customer deposits of $5,344 and an increase in interest payable of $3,608.

During the year ended December 31, 2008, our operating activities used $9,338 of cash. We had a net loss for the year ended December 31, 2008 of $11,876. Our net loss included the following non-cash charges: depreciation and amortization expense related to tangible and intangible assets of $544 and loss on disposal of fixed assets of $135. Reconciling items from net income to operating cash flows included an increase in accounts payable and accrued liabilities by $554 and an increase in interest payable of $1,483.

Investing Activities

During the nine months ended September 30, 2011, our investing activities used $11,200 of cash. The expenditures were related to the build-out of our new race and sports book at the Hard Rock Hotel & Casino, the Cosmopolitan of Las Vegas, the Tropicana Las Vegas permanent race and sports books, as well as construction in progress related to our permanent race and sports book at The Venetian. Additionally, we capitalized internally developed software costs of $802.

During the nine months ended September 30, 2010, our investing activities used $4,804 of cash. The expenditures were related to the build-out of our new race and sports book at the Hard Rock Hotel & Casino. Additionally, we capitalized internally developed software of $1,150.

During the year ended December 31, 2010, our investing activities used $10,602 of cash. The use of cash predominately related to work in progress of $8,527 related to the build-out of the Hard Rock Hotel & Casino, the Tropicana Las Vegas and the Cosmopolitan of Las Vegas race and sports books. During 2010, we capitalized internally developed software costs of $2,075.

During the year ended December 31, 2009, our investing activities used $10,884 of cash. Of this use of cash, $8,351 related to the build-out of our books at the M Resort as well as preliminary costs including design fees and architectural renderings related to the Hard Rock Hotel & Casino. We capitalized internally developed software costs of $2,533.

During the year ended December 31, 2008, our investing activities used $12,735 of cash. This use of cash was for the following items: purchase of the Game Master’s assets for $2,743 (net of cash acquired), which included a building valued at $2,400, slot equipment valued at $300 and a catalog of casino games and other

 

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intellectual property and technology valued at $300. Additionally, we capitalized internally developed software costs of $2,400 and invested $7,542 in capital expenditures, predominately related to mobile gaming at The Venetian and The Palazzo.

Financing Activities

For all periods presented, we have negative operating cash flow. We have a credit facility with Cantor that we have used to fund all of our operating and investing activities and represents all of our financing activity for the periods presented.

We anticipate, based on management’s experience and current industry trends and the net proceeds from this offering, that our existing cash resources will be sufficient to meet our anticipated working capital needs as well as our normal operations for at least the next 12 months. However, we believe that there are a significant number of capital intensive opportunities for us to maximize our growth and strategic position, including, among other things, acquisitions, strategic alliances and joint ventures potentially involving all types and combinations of equity, debt and acquisition alternatives. As a result, we may need to raise additional funds to:

 

   

increase the regulatory net capital necessary to support our operations,

 

   

support continued growth in our business, including capital investments related to any future contracts,

 

   

effect acquisitions,

 

   

develop new or enhanced services and markets,

 

   

respond to competitive pressures, and

 

   

respond to unanticipated requirements.

We cannot assure you that we will be able to obtain additional financing when needed on terms that are acceptable, if at all.

Long-Term Liabilities and Contractual Obligations

The following table summarizes, as of September 30, 2011, our long-term liabilities, material obligations and commitments to make future payments under certain contracts, including long-term obligations, purchase commitments and operating leases:

Long-Term Liabilities and Contractual Obligations

 

     Total      Less than
1 Year
     1-3
Years
     3-5
Years
     More than
5 Years
 

Promissory note payable to affiliate

   $ 126,959       $ 126,959            

Interest payable to affiliate

   $ 17,407       $ 17,407            

Fixed term lease arrangements

   $ 62,029       $ 6,897       $ 20,691       $ 20,691       $ 13,750   

Other operating leases

   $ 296       $ 75       $ 204       $ 16       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 206,691       $ 151,338       $ 20,895       $ 20,707       $ 13,750   

Promissory Note Payable to Affiliate. Cantor G&W (Nevada) entered into a promissory note line of credit with Cantor on December 8, 2004, as subsequently amended, which we refer to as the “Cantor Note,” for an amount of $150,000 as of September 30, 2011, which aggregate amount that we may borrow thereunder was increased to $160,000 as of December 31, 2011. Cantor G&W (Nevada) accrues for and is charged interest at a rate of 3-month LIBOR plus 600 basis points. Cantor G&W (Nevada) was charged $5,612 and $3,740 for the

 

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nine months ended September 30, 2011 and 2010, respectively, which is included in interest expense in the accompanying unaudited condensed consolidated statements of operations. There is no termination date on the Cantor Note; however, Cantor at any time can demand payment of the principal of and accrued interest on the Cantor Note upon three days’ notice. As of September 30, 2011 and December 31, 2010, Cantor G&W (Nevada) had $126,959 and $91,849, respectively, of principal outstanding on the Cantor Note. Cantor G&W (Nevada) has accrued for $17,407 and $11,795 of interest payable to affiliate as of September 30, 2011 and December 31, 2010, respectively. We intend to use a portion of the net proceeds to us from this offering to repay $50.0 million of the aggregate principal amount of and accrued interest on the Cantor Note. The remaining $         outstanding under the Cantor Note will be converted to a term note due January 15, 2016 and bearing interest at a rate of 8.5% per annum.

Fixed Lease Arrangements. We have entered into various fixed lease term arrangements with our casino partners. Certain of these arrangements have renewal or expansion options and adjustments for market provisions, such as escalating base monthly rental payments. We recognize rent expense under such arrangements on the straight-line basis over the initial term of the lease. The difference between the straight-line expense and the cash paid for rent has been recorded as deferred rent. Additionally, certain of these agreements have contingent rental obligations based on the amount wagered at the respective race & sports book. Contingent rental obligations are not included in the minimum rental payments in the table above as the payments are contingent upon future wagers or net win.

Operating Leases. Amounts payable under operating leases relate predominately to copiers and other equipment within our race and sports books.

Regulatory Requirements

The gaming industry and the gaming equipment manufacturing and distribution industry exist within a stringent regulatory environment and are subject to federal, state, local and foreign regulation. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers and other persons with a financial interest in the gaming operations. Depending on the nature of the noncompliance, our failure to comply with some or all of these regulatory frameworks may result in the suspension or revocation of any license or registration subject to such regulations, as well as the imposition of civil fines and criminal penalties. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Companies participating in the gaming industry and the gaming equipment manufacturing and distribution industry are required to obtain and hold gaming licenses, permits or other approvals, and pay gaming taxes and fees in jurisdictions where they conduct business. Many jurisdictions require the licensing or a finding of suitability of officers, directors, major stockholders and key employees, the termination or disassociation with such officer, director, major stockholder or key employee who fails to file an application or to obtain a license or finding of suitability, the submission of detailed financial and operating reports, the submission of reports of material loans, leases and financings and the regulatory approval of some commercial transactions, such as the transfer or pledge of equity interests in us. These regulatory burdens may be imposed upon gaming-related operators, suppliers or vendors on an ongoing basis. The regulatory agencies that oversee these jurisdictions not only require maintaining licenses, but may also require approval of individual product types sold by equipment manufacturers and used by operators. The standards for product approval vary from jurisdiction to jurisdiction, although the Nevada standards are generally the most stringent.

We are also subject to various federal, state and local laws and regulations, in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning environmental matters, labor and employment, currency transactions, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

 

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Changes in the regulation of gaming are unpredictable. Accordingly, we can provide no assurance that our planned entrance into any additional gaming jurisdiction will be successful.

Off-balance Sheet Arrangements

We do not have any material off-balance sheet arrangements with unconsolidated entities or other persons.

Critical Accounting Policies

Cantor G&W (Nevada)’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require Cantor G&W (Nevada) to make estimates and assumptions (see Note 2–“Summary of Significant Accounting Policies” to the consolidated financial statements of Cantor G&W (Nevada)). Cantor G&W (Nevada) believes that of its significant accounting policies, the following involve a higher degree of judgment and complexity.

Principles of Consolidation. The consolidated financial statements include the accounts of Cantor G&W (Nevada) and all subsidiaries in which Cantor G&W (Nevada) has a controlling interest, PlayWizard Co., Ltd., which we refer to as “PlayWizard,” which was formed during January 2007, Las Vegas Sports Consulting, Inc., which we refer to as “LVSC,” and Las Vegas Sports Mobile, LLC, which we refer to as “LVSM,” which were acquired during November 2008, and Cantor Gaming and Wagering Limited (U.K.), which we refer to as “G&W UK,” which was contributed by Cantor to us from Cantor Index, Limited on February 1, 2010. G&W UK is currently a wholly-owned subsidiary of Cantor Entertainment Technology Holdings. Cantor G&W (Nevada)’s policy is to consolidate all entities of which it owns more than 50% of the voting interests unless it does not have control over the entity. In accordance with FASB guidance on Consolidation of Variable Interest Entities, and the revised interpretation, Cantor G&W (Nevada) would also consolidate any variable interest entities of which it is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition. Cantor G&W (Nevada) recognizes revenues when all of the following have been satisfied:

 

   

Persuasive evidence of an arrangement exists,

 

   

The service is provided,

 

   

Prices are fixed or determinable; and

 

   

Collection is reasonably assured.

In accordance with industry practice, race and sports book, gaming device, and slot route revenues are measured by the aggregate net win from gaming activities, which is the difference between amounts wagered and amounts paid to patrons. For agreements that include revenue sharing arrangements, we have assessed if the revenues should be reported as gross or net in accordance with the criteria highlighted in ASC 605-45. Based upon our analysis, we record our revenues on a gross basis and show the participation as an expense in Cost of Revenues. We recognize the revenue on a daily basis. Additionally, we recognize liabilities for funds deposited by customers before gaming play occurs, for chips in the customers’ possession as well as base jackpot amounts for mobile gaming progressive jackpots.

Subscriptions and additional market data are provided on a monthly basis, and revenue is recognized throughout the subscription period. We recognize this revenue on a monthly basis at the conclusion of the month, or subscription period, if shorter.

Financial fixed odds revenue relates to the revenue from wagering on financial markets. Cantor G&W (Nevada)’s wholly-owned subsidiary, Cantor Gaming & Wagering Limited (UK), has joined with a number of licensed European bookmakers to offer their customers the opportunity to bet on a wide variety of financial markets, ranging from stock indices to commodity prices to foreign exchange markets.

 

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Revenues are recognized net of certain sales incentives which are required to be recorded as a reduction of revenue in accordance with ASC 605-50, “Revenue Recognition—Customer Payments and Incentives;”; consequently, Cantor G&W (Nevada)’s race and sports, mobile gaming and slot route revenues are reduced by these promotional allowances.

Use of estimates and assumptions. The preparation of our condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis. Actual results could differ from those estimates.

Cash. Cash includes cash on hand and cash in banks. Cantor G&W (Nevada) maintains certain cash balances in various federally insured banking institutions. Cantor G&W (Nevada) has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

Accounts Receivable. Accounts receivable relate principally to amounts due from sports odds subscription revenues. We establish allowances for receivables deemed to be uncollectible based on historical experience, the financial condition of the customers, or other factors. Trade receivables are charged off when considered uncollectible. The allowance for doubtful accounts balance was $149 and $80 at September 30, 2011 and December 31, 2010, respectively. While Cantor G&W (Nevada) believes its allowance for doubtful accounts is appropriate, the use of different methodologies or assumptions could result in a different estimate. Significant judgment is required in making these estimates and its final results may ultimately be materially different.

Fair Value of Financial Instruments. We measure the fair value of financial instruments pursuant to accounting standards for fair value measurements. These standards establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exist, therefore requiring an entity to develop its own assumptions. All of Cantor G&W (Nevada)’s financial instruments are classified within Level 1 of the fair value hierarchy. The carrying value of Cantor G&W (Nevada)’s cash, receivables and accounts payable approximates fair value primarily because of the short maturities of these instruments.

Fixed Assets and Leasehold Improvements. Fixed assets are recorded at historical cost and depreciated over their estimated economic useful lives, generally 3 to 10 years, using the straight-line method. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Leasehold improvements are amortized over their estimated economic useful lives or the remaining lease term, whichever is shorter. Fixed assets and leasehold improvements primarily include a building, computer and communication equipment, leasehold improvements and other fixed assets, software and software development costs and construction in progress. Cantor G&W (Nevada) had net fixed assets and leasehold improvements of $34,579 and $26,602 at September 30, 2011 and December 31, 2010, respectively.

Cantor G&W (Nevada) makes estimates and assumptions when accounting for capital expenditures. Whether the expenditure is considered a maintenance expense or a capital asset is a matter of judgment. Cantor G&W (Nevada)’s depreciation expense is highly dependent on the assumptions made about assets’ estimated useful lives. Whenever events or circumstances occur which change the estimated useful life of an asset, Cantor G&W (Nevada) accounts for the change prospectively.

 

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For assets to be held and used, Cantor G&W (Nevada) reviews fixed assets for impairment whenever indicators of impairment exist. Cantor G&W (Nevada) considers the following impairment indicators, among others, in assessing whether an impairment exists:

 

   

A significant decrease in the market price of a long-lived asset;

 

   

A significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition;

 

   

A significant adverse change in legal factors or in the business climate, including an adverse action or assessment by a regulator;

 

   

An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;

 

   

A current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses; and

 

   

A current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

When impairment indicators are present, Cantor G&W (Nevada) compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recognized. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. For the periods presented, Cantor G&W (Nevada) concluded that there were impairment indicators, such as adverse changes in the extent in which long-lived assets were being used and a history of operating losses. Additionally, in 2009, Cantor G&W (Nevada) engaged a new vendor for wireless communication service that resulted in the write-off of wireless communication equipment supported by the previous vendor that could not be used with the new vendor. Accordingly, Cantor G&W (Nevada) recorded impairment charges of $1,809, $1,726, and $135 for fiscal years ended December 31, 2010, 2009 and 2008.

Gaming Taxes. Cantor G&W (Nevada) is subject to taxes based on gross gaming revenue or gross gaming activity (handle) in the jurisdiction in which it operates, subject to applicable jurisdictional adjustments and/or revenue basis standards. These gaming taxes are assessed on Cantor G&W (Nevada)’s gaming revenue and/or gross gaming activity (handle) and are recorded as an expense within cost of revenues in the accompanying consolidated statement of operations.

Goodwill. Goodwill is the excess of purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as a purchase. As prescribed in the authoritative guidance on goodwill and other intangible assets, goodwill is not amortized, but instead is periodically tested for impairment. Cantor G&W (Nevada) reviews goodwill at least annually for impairment. An impairment loss is triggered if the estimated fair value of a reporting unit is less than its estimated net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. Cantor G&W (Nevada) applies significant judgment when estimating the fair value of its reporting units. Estimates of fair value are dependent upon estimates of the future earnings potential of Cantor G&W (Nevada)’s reporting units as well as the cost of capital. The fair value of Cantor G&W (Nevada)’s reporting units exceeded their carrying amounts and did not indicate any goodwill impairment based on current valuations. Cantor G&W (Nevada) had a goodwill balance of $2,671 at September 30, 2011 and December 31, 2010, related to the purchase of LVSC and LVSM during 2008. Cantor G&W (Nevada) performed an annual impairment evaluation at October 1, 2010 and 2009, and concluded that there was no impairment of its goodwill.

 

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Income Taxes. For U.S. tax purposes, Cantor G&W (Nevada) is taxed as a partnership. Under applicable federal and state laws, the taxable income or loss of a partnership is allocated to each partner based upon their ownership interest. Each partner’s tax status, in turn, determines the appropriate income tax for its allocated share of taxable income or loss which is the obligation of the individual partner and as such is not reflected in Cantor G&W (Nevada)’s consolidated financial statements.

On January 1, 2009, we adopted accounting standards related to accounting for uncertain income tax positions and did not record any cumulative effect adjustment to retained earnings as a result of this adoption. Under the accounting standards, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The accounting standards also provide guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions.

Intangible Assets. Intangible assets consist primarily of acquired intangibles, which include a customer list and a purchased patent. The costs of the acquired intangibles are amortized over a period not to exceed 17 years or the remaining useful life.

Equity-Based Compensation. Cantor G&W (Nevada) is an affiliate of Cantor, and certain employees of Cantor G&W (Nevada) are provided with awards in the form of grant units in Cantor, which we refer to as “grant units.” Grant units entitle the employees to participate in quarterly distributions of Cantor’s income and to receive certain post-termination payments.

Grant units are accounted for as liability awards under the fair value recognition provision of the authoritative accounting guidance on Share Based Payments. The guidance requires Cantor G&W (Nevada) to record an expense for liability awards at fair value each reporting period and that the change in fair value of the liability is reflected as cost of revenues in Cantor G&W (Nevada)’s consolidated statements of operations.

Recently Adopted Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board, which we refer to as the “FASB,” issued new authoritative guidance regarding disclosures about fair value measurements. An entity is now required to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements, and describe the reasons for the transfers and additional disclosure is required regarding purchases, sales, issuances and settlements of Level 3 measurements. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for the additional disclosure of Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance did not have, and is not expected to have, a material effect on our consolidated financial statements.

In May 2011, the FASB issued an ASU on fair value measurement on how to measure fair value and on what disclosures to provide about fair value measurements. The ASU expands disclosure requirements particularly for Level 3 inputs to include following:

For fair value categorized in Level 3 of the fair value hierarchy:

 

  1. a quantitative disclosure of the unobservable inputs and assumptions used in the measurement,

 

  2. a description of the valuation processes in place (e.g., how the entity decides its valuation policies and procedures, as well as changes in its analyses of fair value measurements, from period to period), and

 

  3. a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs.

 

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The level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed.

This ASU will be effective for our second quarter of fiscal 2012 and is not expected to have a material impact on our financial statements.

In June 2011, FASB issued an ASU on presentation of comprehensive income to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. This update changes the requirements for the presentation of other comprehensive income, eliminating the option to present components of other comprehensive income as part of the statement of stockholders’ equity, among other items. The guidance requires that all non-owner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements.

This ASU will be effective for our first quarter of fiscal 2013 and is not expected to have a material impact on our financial statements. A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our consolidated financial statements.

Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are not subject to foreign currency exchange rate risk or commodity price risk.

Interest Rate Risk

Our primary exposure to market risk is interest rate risk associated with the Cantor Note, which bears interest based on a floating rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Liabilities and Contractual Obligations.” We do not attempt to manage interest rate risk with the use of derivatives or active debt management at this time.

At September 30, 2011, our promissory note payable, including accrued and unpaid interest, to affiliate was $144,366. The Cantor Note is due on demand and bears interest at three-month LIBOR plus 600 basis points; however, we cannot predict the LIBOR rates that will be in effect in the future. At September 30, 2011, LIBOR was .25%, and our total interest rate was 6.25%.

Based on our borrowings as of September 30, 2011, an assumed 1% change in variable rates would cause our annual interest cost to change by $1,444.

 

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OUR ORGANIZATIONAL STRUCTURE

We expect to enter into a contribution agreement, which will result in the organizational structure described below.

The Contribution and Related Transactions

In connection with this offering, we expect to enter into a contribution agreement with Cantor, pursuant to which Cantor will contribute certain licenses and other assets to us in exchange for                 shares of our Class A common stock and                 Cantor Entertainment Technology Holdings exchangeable limited partnership units, which will be exchangeable with us for shares of our Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments) immediately upon the closing of this offering. See “Certain Relationships and Related Transactions—Contribution Agreement” for a description of the licenses and assets contributed to us. In addition, in connection with this offering, we and Cantor Entertainment Technology Holdings expect to issue the following equity interests: 95 and 5 shares of Class B common stock to the Trust and Mr. Lutnick, respectively, and                     ,                      and                     Cantor Entertainment Technology Holdings founding partner units to the Trust and Messrs. Amaitis and Merkel, respectively. The Trust and Messrs. Lutnick, Amaitis and Merkel will exchange their current ownership interests in our company for the foregoing shares of Class B common stock or Cantor Entertainment Technology Holdings founding partner units.

Structure of Cantor Entertainment Technology

Upon the closing of this offering, we expect to be structured as a holding company and our business will be operated through two operating partnerships, Cantor Entertainment Technology U.S., which will hold our U.S. businesses, and Cantor Entertainment Technology Global, which will hold our non-U.S. businesses.

The limited partnership interests of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global will be held by us and Cantor Entertainment Technology Holdings and the limited partnership units of Cantor Entertainment Technology Holdings will be held by Cantor, the founding partners and the working partners. We will hold the Cantor Entertainment Technology Holdings general partnership interest and the Cantor Entertainment Technology Holdings special voting limited partnership interest, which will entitle us to remove and appoint the general partner of Cantor Entertainment Technology Holdings, and serve as the general partner of Cantor Entertainment Technology Holdings, which will entitle us to control Cantor Entertainment Technology Holdings. Cantor Entertainment Technology Holdings, in turn, will hold the Cantor Entertainment Technology U.S. general partnership interest and the Cantor Entertainment Technology U.S. special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology U.S., and the Cantor Entertainment Technology Global general partnership interest and the Cantor Entertainment Technology Global special voting limited partnership interest, which will entitle the holder thereof to remove and appoint the general partner of Cantor Entertainment Technology Global, and serve as the general partner of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, all of which will entitle Cantor Entertainment Technology Holdings (and thereby us) to control each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. Cantor Entertainment Technology Holdings will hold its Cantor Entertainment Technology U.S. general partnership interest through a Delaware limited liability company, and will hold its Cantor Entertainment Technology Global general partnership interest through a company incorporated in the Cayman Islands.

In addition, as of the close of this offering, we will directly hold approximately    % and    % of the outstanding Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests, respectively. We will be a holding company that holds these interests, serves as the general partner of Cantor Entertainment Technology Holdings, and, through Cantor Entertainment Technology Holdings, acts as the general partner of each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. As a result of our ownership of the general partnership

 

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interest in Cantor Entertainment Technology Holdings and Cantor Entertainment Technology Holdings’ general partnership interest in each of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global, we expect that we will consolidate Cantor Entertainment Technology U.S.’s and Cantor Entertainment Technology Global’s results for financial reporting purposes.

As discussed above, in connection with the contribution, it is expected that Cantor will receive                 shares of our Class A common stock and                     Cantor Entertainment Technology Holdings exchangeable limited partnership units, which we refer to as “Cantor units.” The remaining Cantor Entertainment Technology Holdings limited partnership units will consist of founding partner units and working partner units, of which                     and                     , respectively, will be outstanding as of the closing of this offering.

The Cantor units will be exchangeable pursuant to their terms by Cantor with us at any time, at Cantor’s sole discretion, for our Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments) upon the closing of this offering. In addition,    % of the Cantor Entertainment Technology Holdings founding partner units held by each founding partner will become, upon the closing of this offering, exchangeable with us for Class A common stock on a one-for-one basis (subject to customary anti-dilution adjustments), in accordance with the terms of the Cantor Entertainment Technology Holdings limited partnership agreement. The remaining     % of Cantor Entertainment Technology Holdings founding partner units held by each founding partner will not be exchangeable with us unless Cantor determines, in its sole discretion, that such units can be exchanged by such founding partners with us for our Class A common stock, generally on a one-for-one basis (subject to customary anti-dilution adjustments), on terms and conditions to be determined by Cantor, provided that the terms and conditions of such exchange cannot in any way diminish or adversely affect our rights or the rights of our subsidiaries (it being understood that our obligation to deliver shares of our Class A common stock upon exchange will not be deemed to diminish or adversely affect our rights or the rights of our subsidiaries). Cantor expects to permit such exchanges from time to time. The Cantor Entertainment Technology Holdings working partner units held by working partners will not be exchangeable with us unless otherwise determined by us with the written consent of Cantor. Exchangeability of all Cantor Entertainment Technology Holdings units will be governed by the terms of the Cantor Entertainment Technology Holdings limited partnership agreement. See “Certain Relationships and Related Transactions—Limited Partnership Agreement of Cantor Entertainment Technology Holdings—Exchanges.”

The one-for-one exchange ratio between Cantor Entertainment Technology Holdings limited partnership units and our Class A common stock reflects that one Cantor Entertainment Technology Holdings limited partnership unit and one share of our Class A common stock are expected to represent an equivalent indirect economic interest in the income stream of Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global. In addition, such a one-for-one ratio enhances the ease of comparing and understanding our per share amounts and Cantor Entertainment Technology U.S. and Cantor Entertainment Technology Global per interest amounts.

Upon each exchange of a Cantor Entertainment Technology Holdings limited partnership unit, we will deliver shares of our Class A common stock in exchange for the underlying unit (on a one-for-one basis). Cantor Entertainment Technology Holdings will then redeem the Cantor Entertainment Technology Holdings units so acquired and deliver to us a like number of Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests underlying such Cantor Entertainment Technology Holdings unit. As a result, with each exchange of a Cantor Entertainment Technology Holdings limited partnership unit, our direct interest in Cantor Entertainment Technology U.S. limited partnership interests and Cantor Entertainment Technology Global limited partnership interests will proportionately increase.

The profit and loss of Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global and Cantor Entertainment Technology Holdings, as the case may be, will be allocated based on the total number of Cantor Entertainment Technology U.S. interests, Cantor Entertainment Technology Global interests and Cantor Entertainment Technology Holdings units.

 

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The following diagram illustrates our expected ownership structure immediately after the completion of this offering. The following diagram does not reflect our various subsidiaries or those of Cantor Entertainment Technology U.S., Cantor Entertainment Technology Global, Cantor Entertainment Technology Holdings or Cantor, or the results of any potential exchange of Cantor Entertainment Technology Holdings exchangeable limited partnership units:

 

LOGO

 

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BUSINESS

Overview

We are a leading technology company that provides, through our subsidiary Cantor G&W (Nevada), software, services, data and content to the gaming industry and additional entertainment channels worldwide. We are a market leader in comprehensive account-based and over-the-counter race and sports book solutions and mobile gaming technology for casino-style gaming and race and sports wagering for the global gaming market. Our technology infrastructure platform allows us to provide scalable services at minimal incremental operating costs. Due to the significant historical capital investment in our technology platform and our leadership position within the industry, we believe substantial barriers to entry and brand equity have been created.

We believe that we provide innovative wagering solutions, creative content, and superior products and services. We also believe that we are a premier operator of mobile gaming and mobile wagering systems that provide casino patrons the ability to play a full suite of casino games and place race and sports wagers, including In-RunningTM (our in-game wagering product), from mobile devices in many areas of the casino resort. We currently operate race and sports books and mobile gaming in six locations in the State of Nevada and have announced the addition of a seventh race and sports book that we will begin operating in early 2012. We also operate a sports line making service as well as a slot route in Nevada which places and operates slot machines in approved locations, such as bars and taverns, which are typically restricted to 15 machines per location and an unlimited amount for licensed non-restricted locations. We have marketed our product offerings to other gaming jurisdictions where mobile gaming is permitted, such as Native American casinos and other gaming venues throughout the world. In June 2011, mobile gaming wagering in casino hotel rooms was legalized in Nevada, and regulations implementing such wagering have been adopted by the Nevada Gaming Commission. As a result, we intend to expand the service area of our mobile gaming system to include hotel rooms, which will require approval from the Nevada Gaming Control Board. While the time frame for such approval is uncertain, we anticipate that the time required to make in-room gaming operational will be short and would not require material infrastructure installation and expense. We do not believe that additional financing will be needed to complete the implementation of our mobile gaming system. In addition, until recently Nevada gaming regulations required that any wagers placed through our mobile gaming system be done using our proprietary mobile hardware. However, on October 26, 2011 as a result of recent regulatory changes, we launched a sports wagering application on Android® devices, including through an application downloadable on a patron’s personal device enabling the patron to place sports wagers through his wagering account anywhere within Nevada. We also have iOS and Windows-based sports applications in process. Our mobile wagering technology also enables casino properties to leverage our products for marketing and promotional efforts. Our cloud-based software automates and executes mobility for entertainment options that previously were inefficient to manage or distribute and could not be consumed wherever and whenever the customer wanted them.

We were the first to be licensed by the Nevada Gaming Commission to manufacture, distribute and operate a mobile gaming system in the State of Nevada. Our mobile gaming system was licensed in 2006 and approved by the Nevada Gaming Commission on November 20, 2008. We believe that our mobile gaming system is the only one currently in operation in Nevada. We provide our casino partners with a complete mobile gaming solution, including a proprietary wireless gaming system, full back-office infrastructure and a portfolio of casino games. We design, finance, install and operate our mobile platform and share a portion of our mobile gaming revenues with our casino partners. Our software can be integrated into our casino partners’ software platforms for the purpose of expanded concierge type services, food and beverage orders, restaurant or show reservations and tailored marketing materials based upon a player’s location and profile. Our licenses as an operator, manufacturer and distributor of mobile gaming systems in Nevada allow us the opportunity and ability to expand into additional properties.

 

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We are a leading race and sports book operator in the State of Nevada. A race and sports book is a gambling establishment that sets odds and point spreads and accepts wagers on the outcome of horse races and sporting events, such as football, basketball, baseball, and hockey games. An innovative aspect of the race and sports books that we operate is our ability to process In-Running™ wagers after a race or sporting event has begun. In-Running™ is wagering on an event where the odds change dynamically based upon changes that occur within the sporting event and where the player can wager multiple times on events during the course of the event. We pay fixed rent and/or a share in wagering handle or profits from race and sports wagering with our casino partners. Importantly, we believe that our technology increases the traditional gaming offerings and opens up new revenue generating opportunities for our casino partners.

We are the exclusive mobile gaming and race and sports book operator at the following six Las Vegas resorts: the M Resort, which we refer to as the “M Resort,” The Cosmopolitan of Las Vegas, which we refer to as the “Cosmopolitan of Las Vegas,” The Tropicana of Las Vegas, which we refer to as the “Tropicana Las Vegas,” the Hard Rock Hotel & Casino Las Vegas, which we refer to as the “Hard Rock Hotel & Casino,” The Venetian Resort Hotel Casino, which we refer to as the “The Venetian,” and The Palazzo Resort Hotel Casino, which we refer to as the “The Palazzo.” The Palazzo and The Venetian are owned by Las Vegas Sands Corporation which is a single licensee for Nevada Gaming Control Board purposes. In addition, in January 2012, we obtained a license to operate mobile gaming and a race and sports book at the Palms Casino Resort, which we refer to as the “Palms Casino Resort,” which we expect to begin operating on an exclusive basis in early 2012. Accordingly, we have six licenses to operate mobile gaming and race and sports books in seven properties.

Our international operations include a financial fixed odds betting product, which we refer to as “FFO.” FFO is a proprietary betting product that allows a customer to bet online or otherwise remotely on short-term movements in the financial markets, including stock indices, commodities (such as gold and oil), and foreign exchange. We currently offer FFO as a white label product to licensed bookmakers, as opposed to offering FFO directly to end customers under our own brand. Our white label bookmakers include Ladbrokes in the United Kingdom and 32 Red, PartyGaming and Victor Chandler in Gibraltar. Ladbrokes is the United Kingdom’s largest land-based bookmaking operator, and our FFO product is featured on the Ladbrokes website. We plan to market the FFO product to other licensed bookmakers in jurisdictions where this form of wagering is permitted.

In addition to the businesses described above, we also provide other services and products to businesses in the gaming industry, such as licensing our proprietary intellectual property, providing market information (odds and sports lines) to licensed sports books and lotteries for license fees, providing sports news and data within casinos and operating numerous slot machine locations.

We are an affiliate of Cantor Fitzgerald, L.P., which we refer to as “Cantor,” a leading provider of financial brokerage, technology and execution services to institutions operating in the global financial markets. We believe that Cantor has been at the forefront of financial and technological innovation in the financial services industry for more than 65 years, developing new markets and providing superior service to its more than 5,000 institutional customers around the world. Cantor is a leader in technological innovation, including developing the world’s first electronic marketplace for U.S. Government Securities, the world’s first full-time electronic exchange for trading U.S. Treasury futures, and one of the first wireless bond trading platforms. Cantor provides us with expertise in electronic data processing and the experience of our officers and senior employees with such systems. We have already created advanced mobile gaming technologies by leveraging such expertise and expect to develop additional technological innovations in the future, by adapting to the gaming industry technology that Cantor has successfully implemented in its trading businesses, including technology to electronically process in real-time massive numbers of transactions and provide real-time electronic dissemination of data. Throughout its long history of serving financial marketplaces, Cantor has continually enhanced the ability of its electronic trading systems to lower costs for users, as well as increase volumes and velocity of transactions overall. We foresee over time similar benefits accruing to the gaming industry through the use of our technology.

 

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We generate revenue in five principal ways:

 

   

Race and sports book;

 

   

Mobile gaming;

 

   

Sports and odds subscriptions;

 

   

Fixed financial odds; and

 

   

Slot route.

Since our inception, we have incurred substantial costs to develop our technology and infrastructure and have sustained losses. For the fiscal year ended December 31, 2010, we generated net revenue of approximately $5.8 million and sustained a consolidated net loss of approximately $27.4 million. For the nine months ended September 30, 2011, we generated net revenue of approximately $7.7 million and sustained a consolidated net loss of approximately $22.2 million. Our cumulative net loss incurred since inception is approximately $96.6 million. We may continue to incur losses and generate negative cash flow from operations in the future as we continue to develop our business and products and services and expand our brand recognition and customer base through increased marketing efforts. In addition, a majority of our total revenues to date were derived from our race and sports book business.

Our History

Cantor Entertainment Technology, Inc. was incorporated in Delaware on November 10, 2011. Prior to its incorporation, we operated our business primarily through our subsidiary, Cantor G&W (Nevada), L.P., which we refer to as “Cantor G&W (Nevada).” Cantor G&W (Nevada) was a development stage company from its inception (November 12, 2004) through December 31, 2008.

In June 2005, the Nevada Gaming Control Act was amended to allow mobile gaming, which we refer to as the “Nevada Mobile Gaming Law.” Instrumental in the adoption of this law, Cantor G&W (Nevada) became the first company licensed by the Nevada Gaming Commission as a manufacturer, distributor, and operator of a mobile gaming system in the State of Nevada. The Nevada Mobile Gaming Law permitted wireless gaming on hand-held, mobile devices in public areas of a resort casino, such as restaurants, nightclubs and pool side. In March 2006, mobile gaming regulations were adopted by the Nevada Gaming Commission and the following significant events for our company occurred:

 

   

On May 18, 2006, Cantor G&W (Nevada) and several key executives were granted the first ever licenses as a manufacturer, distributor and operator of mobile gaming systems by the Nevada Gaming Commission, solidifying our position as the leader in the mobile gaming market.

 

   

April 2008 through November 2008—In April 2008, Cantor G&W (Nevada) began mobile gaming field trials at The Venetian and The Palazzo and received approval by the Nevada Gaming Commission in November 2008.

 

   

March 2009—Cantor G&W (Nevada) became the exclusive race and sports book operator of the M Resort and launched mobile gaming and In-Running™ wagering on sport events.

 

   

March 2010 and 2011—In March 2010 and 2011, ESPN Insider voted the M Resort race and sports book the “Best Sports Book For Watching March Madness.”

 

   

October 2010 through September 2011Cantor G&W (Nevada) became the exclusive mobile gaming and race and sports book operator at the Hard Rock Hotel & Casino, the Tropicana Las Vegas, the Cosmopolitan of Las Vegas, The Venetian and The Palazzo, and announced that beginning in 2012 it expects to become the exclusive mobile gaming and race and sports book operator at the Palms Casino Resort.

 

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June 2011—The Nevada Mobile Gaming Law was amended in June 2011 to permit mobile gaming in all areas of a licensed gaming establishment, including hotel rooms, subject to approval of the relevant technology and coverage area by the Gaming Control Board, and implementing regulations were adopted in September 2011.

 

   

October 2011—Cantor G&W (Nevada) launched a sports wagering application on Android® devices, including through an application downloadable on a patron’s personal device enabling the patron to place sports wagers through his or her wagering account throughout the State of Nevada.

Our Products and Services

Our principal products and services consist of: mobile gaming, race and sports book operations, a slot route currently limited to the State of Nevada, our financial fixed odds offering currently limited to the United Kingdom and certain European countries, as well as licensing of certain of our technology and intellectual property. We expect to expand these offerings to other jurisdictions as well as provide additional functionality which can be further monetized. Below is a summary of these principal products and services.

Mobile Gaming

Overview

We were the first company licensed by the Nevada Gaming Commission to manufacture, distribute and operate a mobile gaming system in Nevada. We provide casinos with a complete mobile gaming solution, including a proprietary wireless gaming system, full back-office infrastructure and a portfolio of casino games. Our mobile gaming system provides interactive casino gaming via mobile devices. Our mobile functionality is supported by an array of back-end servers, reporting facilities, and monitoring systems, a player location system, and a comprehensive administration application called Interactive Casino Administration Center, which we refer to as “ICAC.” Our mobile gaming system has the capability to deliver gaming services via a number of different channels, including traditional gaming platforms, as well as wireless networks and personal handheld devices and, if permitted by law and regulation, the internet. Our handheld mobile devices currently function in real-time and allow players to wager on casino-style games.

Through our mobile gaming system, players currently have access to our proprietary games that provide a choice of traditional casino games as well as those using our proprietary content. Our mobile gaming application permits the casino patrons the freedom to explore the premises of the entire casino resort, including hotel rooms, and create a highly personalized gaming experience. The mobile gaming application permits wagering on casino-style games on a mobile device. Games and entertainment come directly to our players at their convenience, and more importantly at their desired location and time.

Our products are offered to casino operators who see the potential revenue and player enhancements that mobile gaming can provide. As the portfolio of games offered on a mobile device can be tailored to each property’s specifications, the mobile games can be limited to our proprietary content which is only available via a mobile device to produce new, incremental revenue for our casino partners. Our mobile gaming platform has the potential over time to enable a player more casino game volume and variety versus a traditional casino floor approach, resulting in the potential for a greater spend per player for the casino, and a convenient approach for the player.

We are the exclusive mobile gaming system provider at the following six Las Vegas resorts pursuant to long-term agreements: the M Resort, the Cosmopolitan of Las Vegas, the Tropicana Las Vegas, the Hard Rock Hotel & Casino, The Venetian and The Palazzo. In addition, beginning in 2012, we expect to become the exclusive mobile gaming operator at the Palms Casino Resort. These resorts represent approximately 15,000 hotel rooms, which we believe represent significant potential for increased mobile gaming play.

 

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We intend to expand to other casinos throughout Nevada and eventually expand geographically in the United States and globally, subject to applicable law and regulation. Our technology allows us to expand our pool of gaming customers without incurring substantial increased operating costs or capital costs and subjecting our business to substantial increased risks as a result of our flexible infrastructure and risk management procedures.

Our core technology for our mobile gaming system is currently available via our proprietary devices and via fixed terminals located in our race and sports books. We are seeking approval to offer mobile gaming via commercially available personal devices, including those owned by the patron, purchased by the patron from a third-party provider partnering with us, or loaned or rented to the patron. Our mobile application has “player identification” measures, similar to internet banking, to ensure that the player is permitted to wager within the approved areas in the resort. Players may then wager at any public and private space on the resort premises for which the coverage area has been approved, including hotel rooms, the pool, the lobby, bars, shopping malls, restaurants and convention centers. We believe that as our mobile gaming system is installed, it will help generate incremental revenue for a casino, given our system’s ability to expand the playable casino area and provide mobility and multiple game choices for those patrons not wishing to be confined to a table, race and sports book or slot machine.

Use of the Mobile Gaming Handheld Device

Prior to engaging in mobile gaming, a patron is required to establish a mobile gaming account. The account is established by the patron completing required paperwork and depositing funds into the patron’s wagering account at the mobile and/or race and sports windows.

Each mobile gaming log-in is assigned exclusively to a single player. To ensure that the player’s account is not used by an “unwanted user” of the device, the player will be prompted for the player’s individual login information. The player must enter a permitted area and then enter his or her login/password combination on the device to commence game-play. Depending upon the configuration of the system, these prompts for authentication may be required on the following occasions:

 

   

re-entering the permitted areas for play once a player has left the active areas of the property;

 

   

resuming a game after an inactivity-based timeout;

 

   

resuming a game after a location-based timeout; or

 

   

periodic confirmation of the player’s identity.

The system allows us the ability to disable the player’s account, if required. The player’s gaming history can then be retrieved through ICAC, and any discrepancies resolved in accordance with the our dispute resolution procedures.

Returning the Mobile Gaming Handheld Device

We have launched a sports wagering application that may be downloaded on a patron’s personal Android® device and are seeking regulatory approval for an application that will permit mobile gaming on a patron’s personal Android® device. We also currently provide mobile devices that may be borrowed by patrons of our casino partners. If a player uses a mobile device loaned by us, we may require a deposit by cash or wagering account debit or hold. The mobile device must be returned to our personnel after use, who will then refund any deposit on the device or credit any wagering account debit or hold. No player details are retained on the device, so there is no privacy concern associated with the re-use of these mobile gaming devices.

 

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Servers

All significant transactions, such as game logic, player account management and reporting, are undertaken on our gaming servers. These servers operate on a secure network of host machines and utilize distributed server architecture. This architecture promotes performance, scalability and security by devolving tasks to specialized servers and isolating communications by encryption and firewalls.

Wireless Infrastructure

The mobile device used for wagering communicates remotely with the mobile gaming servers, which are located in our off-site secured data center and at our casino partners. The connection between the servers and the mobile gaming device is established using encrypted WiFi technology. WiFi communication is maintained through wireless access points located throughout the casino. Our installations can utilize the casino’s existing wireless infrastructure, but in the cases in which it is either not present, or the architecture does not permit consistent deployment, we will provide cabling throughout parts of the casino premises. We also use WiFi triangulation to provide boundaries and location-based services for mobile gaming.

Games

Our mobile games take the form of realistic representations of traditional casino games, with familiar rules and game-play. Our state-of-the-art technology allows patrons to play traditional slot games, video poker and table games as well as proprietary games developed or licensed by us, including XtraOdds Blackjack™ and XtraOdds Baccarat™. The odds for the proposition, or extra odds bets, are calculated dynamically in real time, allowing players the ability to wager on the outcome of their bets. Our proprietary games give more betting options to the player. We are currently seeking regulatory approval of new proprietary games, including games known as Red/Black™, Kill the Number™ and Five-Wheel™.

System Security

We place high priority on security for our onsite mobile gaming system to meet the exacting standards of our regulators. The security measures incorporated include:

 

   

a physically secure network;

 

   

encrypted communications between the back-end servers, game clients and casino administrators;

 

   

no player information is stored locally on the mobile devices;

 

   

detailed system event logging and full data replication, allowing for the restoration of all player and system data even in the event of a catastrophic system malfunction; and

 

   

casino administrators are controlled by means of a fine-grained function level hierarchy of permissions, which are also grouped to define administrator ranks.

Race and Sports Book

Wagering on horse racing is legal in numerous jurisdictions and wagering on sporting events is currently legal principally in the State of Nevada as well as in numerous foreign countries. Wagering on sporting events has increased significantly with cable and satellite television, and technological improvements. When sporting events are televised, there is increased exposure and interest, which, we believe, leads to increased sports betting. A race and sports wagering facility, or “race and sports book,” is a gambling establishment that sets odds and point spreads and accepts wagers on the outcome of horse races and sporting events such as football, basketball, baseball, and hockey games, with the goal of having roughly equivalent wagers on each side of the sporting event in order to minimize risk.

 

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We accept wagers on sports as follows: straight-wagers, money line wagers, parlay wagers, parlay cards, prop wagers, In-Running wagers, Inside Wagers and derivative wagers. We retain either a win or loss on any given event based upon the final outcome of the event and the odds or point spreads that our risk management team offer to the wagering public. As reported by the Nevada State Gaming Control Board Gaming Revenue Report, all non-restricted licensees in the State of Nevada, for the twelve months ended October 31, 2011, held 4.49% of the sports handle. Our ambition has always been to increase the handle dramatically, thus offering a more commission-like business with an annual hold percentage targeted at 2.5% to 3%. We believe that the business cannot be assessed based upon the results of one weekend or one game, but rather a sporting season, such as NFL football, NCAA football, NBA basketball and NCAA basketball. The strength of the revenue associated with the sports wagering business lies in the fact that there are so many events in the annual calendar. For example, assume that a patron wagers $11 to win $10. At this ratio, a patron must win 53% of his wagers to break-even. This provides sports books with a mathematical advantage of 3%. For example, there are approximately 256 games in a professional and amateur football season; assuming a player bet an equal amount on every game, a player would have to win in excess of 135 of these games for us to be exposed to this patron during the football season. The number of NBA games as well as NHL matches is even greater. Revenues made on fixed terminals or on mobile devices (available on and off property within Nevada) related to sports wagers are included in sports revenue in our financial statements.

We are utilizing our technological expertise to expand the product offering at the sports books that we operate by providing In-Running™ wagering. Powered by complex algorithms developed by us, our In-Running™ wagering technology enables patrons to bet on a wide range of outcomes to live sporting events. With In-Running™, the patron has the ability to place a bet during a particular game, and is not restricted to only placing one wager at the beginning of the race or game. Such In-Running™ wagers can be utilized to augment, change, or “hedge” an original wager, enter into the action after the start with an original wager; or wager on individual plays or segments of the race or game. The short time frame in which to make an In-Running™ wager requires that the system used to collect and process wagers be electronic and have real-time capability. In a number of cases, the rapidity of the action will not allow us to balance the bets taken, and therefore we intend to adjust the relative odds of such In-Running™ wagers accordingly to reduce the aggregate risk; however, there can be no assurances that our adjustments will mitigate against losses, some of which could be material. On the other hand, we believe that operating an active In-Running™ wagering business for the sports book industry in Nevada will stimulate more sports wagering. We believe that In-Running™ wagering also results in a more exciting experience for players as well as provides a dynamic tool for active players to revise their wagers and place additional side-wagers. In 2009, we became the first company to launch account-based in-game wagering in the State of Nevada on a significant scale. In-Running™ is available only via account wagering.

Using our mobile gaming technology, players can place pre-game and In-Running™ wagers as well as watch the action on their mobile device if they choose to leave the applicable race and sports book lounge. At our sports book account-based wagering systems, through a wireless distributor partner, we sell personal tablets and phones loaded with our mobile sports application. We believe that our mobile wagering technology provides valuable mobility to the player and casino alike, allowing the player to monitor the race or sporting event, while also allowing the player to take advantage of the casino’s other facilities during the typical sporting event’s one-to-three hour duration.

While we accept traditional over-the-counter wagers, our patrons wager predominantly via electronic wagering accounts that they have opened and funded at our race and sports books. In addition, on October 26, 2011, we launched a race and sports wagering application on Android® devices, including through an application downloadable on a patron’s personal device to enable the patron to place wagers and In-Running™ wagers through his or her wagering account through a cellular network throughout the State of Nevada. We also have iOS and Windows-based sports applications in process. This mobile sports wagering application is embedded with sophisticated data-encrypted technology that provides the highest levels of security and offers Nevada-based sports betting fans a secure, convenient, fast loading, and easy-to-use application that complements the sleek design of Android® devices. Compliant with Nevada Gaming Control Board regulations, the application will work only within Nevada and will not function once patrons travel outside Nevada.

 

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We offer both Pari-Mutuel Wagers as well as In-House Quinella wagers. The model for Pari-Mutuel wagers is consistent across all operators in Nevada and offers a gross win to us of approximately 20%; after association fees, we retain approximately 14-16%. We offer our players inducements to wager on certain posted races by offering In-House Quinellas. These wagers are offered on certain races that are set by our risk management team. These generally result in a loss for us of approximately 8%. However, these In-House Quinellas are offered to our players at a ratio of 3 Pari-Mutuel wagers to 2 Quinella wagers. Accordingly, our blended race hold is approximately 10-12%.

We believe the quality of our race and sports books is demonstrated by such factors as size, design, ambiance, the breadth and superior nature of amenities offered, and the innovative technology at the heart of the sports wagering experience offered to our customers. We are committed to maintaining and expanding market leading, state-of-the-art properties through capital spending programs designed to continually expand and enhance our gaming options and facilities in order to offer our patrons a superior overall gaming experience.

Professional and NCAA football games are currently the most popular sports wagered on, followed by professional and NCAA basketball games, and finally professional baseball games; collectively constituting the majority of the total amount wagered at all of our race and sports book locations. To date, our race and sports book business has been seasonal in nature, with significantly more than half of the handle occurring between the months of September and February. Due to the significant amount of wagers we accept, our earnings can also be volatile as a result of any one game or over any one weekend. Accordingly, results are best analyzed over a period of time, which could include a “season” such as a football or basketball season.

However, overall, legal sports wagering in the State of Nevada represents less than 1% of all sports betting nationwide. The National Gambling Impact Study Commission (NGISC) estimated that illegal wagers are as much as $380 billion annually. Our goal is to increase the amount of money wagered legally in Nevada through our race and sports books by attracting bettors with our products and services.

International

Financial Fixed Odds

Through our subsidiary, Cantor Gaming & Wagering Limited (UK), we operate a financial fixed odds betting product, which we refer to as “FFO.” FFO is a proprietary betting product that allows a customer to bet online or otherwise remotely on short-term movements in the financial markets. The concept of FFO betting is no different than betting on an event. FFO is an exciting way to participate in predicting the fluctuations of the financial markets while limiting risk to only the stake a customer is prepared to bet. We offer 2-Minute, 5-Minute, 20-Minute, Hourly and Daily markets within FFO, and bets may be closed early if desired. There are two different FFO bet types available: first, with moving odds/static level betting, the market levels are static but the odds are constantly changing; and second, with static odds/moving level betting, the odds are fixed but the market levels are constantly changing.

We currently offer FFO as a white label product to licensed bookmakers, as opposed to offering FFO directly to end customers under our own brand. Our current white label bookmakers include Ladbrokes in the United Kingdom and 32 Red, PartyGaming and Victor Chandler in Gibraltar.

Other Businesses

In addition to the businesses described above, we derive revenue from licensing our proprietary intellectual property to other related businesses in the gaming industry, providing odds and sports lines on a subscription basis, and operating a slot route.

 

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Licensing Intellectual Property

We believe we have developed an extensive portfolio of intellectual property through our research and development efforts and through strategic acquisitions, resulting in a portfolio of innovative products. We have also licensed certain of our intellectual property to a games manufacturer.

Sports Odds and Lines

Through the November 2008 acquisition of LVSC, which was founded in 1982, we acquired Nevada’s largest odds-making company. LVSC blends online technology with personal service to provide odds and point-spreads to certain Las Vegas and international sports books.

Slot Route

We hold various licenses as a slot route operator, and earn revenues from play on our units placed in certain restricted locations. We pay either a fixed “space” lease for these units, or have revenue sharing arrangements with those locations that hold a gaming license. Our slot route operator license permits us to place and operate up to 15 slot machines at restricted gaming locations such as bars and taverns and an unlimited amount for licensed non-restricted locations. We have agreements to place slot machines at approximately 20 locations, for a total of approximately 100 machines.

Industry Overview

Gaming Industry—Market Size

The global casinos and gaming sector, which includes all forms of online and traditional betting, grew by 7.5% in 2010 to reach a market size of $381.8 billion, according to MarketResearch.com. In 2015, MarketResearch.com forecasts that the global casinos and gaming sector will reach a market size of $512.9 billion, an increase of 34.3% since 2010. Estimates provided by the American Gaming Association, which we refer to as the “AGA,” indicate total commercial casino gross revenues (the amount wagered minus the winnings returned to players, which we refer to as “wins”) in the U.S. were $34.6 billion in 2010, a nearly 1% increase compared to 2009. Nevada’s total wins accounted for $10.4 billion, or 30% of total U.S. wins, with the Las Vegas Strip bringing in $5.78 billion, or 17% of total US wins and more than half of the total win in Nevada. The AGA also reports that, according to 2011 public opinion polling, 31% of Americans visited casinos during the past 12 months, and 25% gambled while they were there. We believe the continued growth in the gaming industry will help drive an increase in demand for gaming products, especially those that are electronic, as use of cell phones and/or personal digital devices becomes ubiquitous worldwide.

The gaming industry is experiencing a rising social acceptability as a leisure time activity. According to an AGA survey, 82% of respondents indicated gaming is an acceptable activity for themselves or others. We believe that a growing population of pro-gaming technologically savvy consumers who expect cutting-edge graphics and real-time game response, coupled with the desire of casinos to minimize capital expenditures while maximizing their offerings, will be the catalyst for the large-scale adoption of mobile gaming. We believe that by adding mobile gaming capabilities, a casino will be able to increase gaming revenues by expanding the playable casino areas. We also intend to continue to develop innovative products such as In-Running™ that will allow players to place wagers throughout an event, giving casinos increased opportunities to generate additional revenues.

The U.S. gaming industry has recently experienced a slow-down in visitation and wagering due to domestic and international recessionary conditions. Lower revenues, high debt levels, and construction project commitments are pressuring many casinos to reduce their capital expenditures and staffing levels. We believe these financial constraints create an ideal environment for casinos to adopt mobile gaming. Our mobile gaming system does not require capital expenditures by the casino and requires minimal incremental employee resources to operate. Furthermore, mobile gaming content may be changed and upgraded more rapidly and cost-effectively than fixed-base systems.

 

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Mobile Gaming

Online gambling was the initial step in bringing gaming outside of the casino, and now it has become a well-established sector of the global gaming market. The first online gaming offering was launched in 1995, and there are now several thousand gaming sites worldwide. While online gaming has had issues with legality and regulation, particularly in the U.S., its server-based technology has been widely tested for many years and is considered robust, reliable and scalable. In attempts to capture the success of online entertainment, companies have moved into different facets of mobile entertainment, giving rise to mobile gaming via cell phones.

According to Juniper Research, the increasing number of mobile casino, lottery and betting services, along with the liberalization of remote gambling legislation will drive the mobile gambling sector to a market size of $48 billion by 2015. In a recent white paper entitled “Ongoing Gambling Five Years After UIGEA,” the AGA estimates that U.S. online gambling revenues totaled over $4 billion in 2010 (approximately 15% of the global online gaming market of $30 billion). As we are the first company to provide onsite casino mobile gaming, there is limited data on our specific market.

We believe, based on the rapid adoption of online gaming, the growth of mobile gaming via cell phones or other personal devices such as tablets and our mobile gaming operating history to date, that there will be significant demand for our mobile gaming services. In addition, we believe that the adoption of mobile gaming will increase gaming revenues in two important ways: i) by expanding the playable casino area beyond the casino floor, the player now has more incremental time to gamble while shopping, dining, clubbing or lounging poolside and ii) our innovative content will provide casinos with increased opportunities to generate incremental revenue with the same customer.

Adoption of mobile gaming is expected to be driven by the following trend:

Rising use of mobile devices. Tablet computers and smartphones provide a convenient, simple platform for users to play games. Goldman Sachs Equity Research estimates that tablet sales increased from $17.8 billion in 2010 to $51.2 billion in 2011 and are expected to increase further to $71.4 billion in 2012. Mobile gaming continues to grow driven by the rapid proliferation of smartphones and tablets. According to BMO Equity Research, Apple has sold more than 250 million iOS devices and its online multiplayer social GameCenter platform has 67 million registered players while Google has activated more than 190 million Android devices globally. Games are the largest category of apps on tablets and smartphones and mobile gaming allows publishers to reach a wide global audience. Additionally, casino-style games rank in the top 5 top grossing iPhone games and top 20 for iPad games in the U.S., Canada, United Kingdom, and Germany.

Race and Sports Book

According to the Nevada Gaming Control Board, race book gaming in Nevada increased from approximately $400 million in 2009 to $405 million in 2010. Additionally, sports betting in Nevada increased from approximately $2.6 billion in 2009 to $2.8 billion in 2010. With the advent of cable and satellite television, access to commercial and private viewing of sporting events has increased significantly. We believe that the overall market for horse racing and sports wagering will be expanded as a result of our innovative technology, such as In-Running™ wagering.

 

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Growth of the U.S. Gaming Industry

U.S. casino operators in the gaming industry are undergoing a period of consolidation. The result of this trend is that a smaller number of companies control a larger percentage of our current and potential customer base. We believe consumer demand in the gaming industry has been, and continues to be, driven by several trends, including:

 

   

Rising social acceptability and popularity of gaming as a leisure activity. The gaming industry has grown with the rising popularity and social acceptability of gaming as a leisure activity. This trend is also evident in international jurisdictions, most notably Macau, China, Singapore, Western and Central Europe and Latin America.

 

   

Improvement in the breadth and quality of gaming offerings. Technological advancements have played a critical role in expanding the breadth and improving the quality of gaming offerings. Advanced audio and video capabilities along with more powerful processors have made slot games more appealing by enabling innovative game content and multi-line, multi-denomination game play, while secondary events, such as progressive jackpots and other bonus features, have increased the overall entertainment value by providing players the chance to win additional prizes. Patron convenience has also improved with the development of cashless technology and the use of ticketing with bill validators.

 

   

Legalization of gaming in several U.S. states. Since the beginning of 2004, the legislatures or gaming authorities of several U.S. states, including those in Delaware, Florida, Kansas, Maine, Maryland, Massachusetts, Oklahoma, Ohio and Pennsylvania, have legalized or permitted expansion of gaming activities within their respective states. Other state legislatures are considering gaming legislation to generate additional tax revenue and stimulate economic development.

 

   

Proliferation of Native American casino gaming. Tribal gaming is an important component of reservation, local and regional economies. Tribal gaming can be seen as part of the expansion of gaming activities in many states.

Our Competitive Strengths

We believe that our competitive strengths include the following:

First Mover Status

We were the first company licensed as a manufacturer, distributor and operator of a mobile gaming system by the State of Nevada, and we were the first company to have a mobile gaming system approved by the Nevada Gaming Commission. We believe that we are the sole active operator of mobile gaming in Nevada. Our “first mover” status in mobile gaming in Nevada has provided us with valuable feedback about our product and services that has enabled us to develop enhancements that increase the marketability and success of our entertainment solutions and mobile gaming system.

Appeal and Advantages of Mobile Gaming

We believe that we have a competitive advantage over traditional fixed-based game providers, as we can rapidly roll out new games on our mobile gaming system with lower capital and operating expenditures. We believe this will be a significant advantage in an environment when casino operators are increasingly pressed to reduce their capital expenditures. In addition to cost advantages, mobile gaming has the natural advantage of providing the player freedom to gamble in all approved areas of the resort property rather than just casinos, while at the same time offering the casino owner the opportunity to generate wagering revenues off the casino floor.

 

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We are Technological and Gaming Innovators

We currently own patents for a number of innovative technologies that we have developed, including our technology for In-RunningTM betting. In 2009, we became the only company to launch such In-Running™ betting in the State of Nevada. We also have a broad array of gaming technology intellectual property, gaming content, and a database of statistics, odds and lines from which we continue to develop new proprietary products and services.

Our affiliate, Cantor, is a leading innovator in the financial market place and is known globally for its superior financial technology and real-time, secure execution of financial transactions. We currently license more than 250 U.S. and foreign patents and patent applications for such technologies from Cantor. On or prior to the closing of this offering, Cantor will contribute most of these patents to us and license others to us. We expect to leverage Cantor’s expertise in electronic data processing by adapting technology for processing in real-time massive numbers of transactions and dissemination of data for use in the gaming industry. For example, using our proprietary technology and account-based wagering systems, our race and sports book patrons can place numerous bets on different outcomes throughout a sporting event. In the same way that prices in the financial markets are constantly updated, our lines and spreads change continuously as the action in a game evolves.

Throughout its long history of serving financial marketplaces, Cantor has continually enhanced the ability of its electronic trading systems to lower costs for users, as well as increase volumes and velocity of transactions overall. We foresee over time similar benefits accruing to the gaming industry through the use of our technology.

We are passionate about the way in which technology can enhance and transform gaming, and are continuously updating our products and technology to enable casinos to offer their customers an enhanced experience.

Proven and Scalable Technology

We designed our mobile gaming system to be intuitive and user friendly. In addition, our mobile gaming system has proven its scalability to easily handle new operator partners. We believe that our technological capabilities allow us to more rapidly implement and integrate our suite of gaming products and services. Our mobile wagering technology also enables casino properties to leverage our products for marketing and promotional efforts.

We have an Experienced Senior Management Team

Members of our senior management team are currently or have been in the past senior executives of Cantor and its affiliates, and have significant collective experience gained from decades of developing secure financial transactions based on superior technology, and working in the highly regulated financial services industry. Our senior management team has applied this same rigor and experience to the development of our businesses. We believe that bringing our senior management’s proven capabilities from the financial services industry to the gaming industry to deliver real-time data and information, in a transaction-intensive environment, and to provide rapid and secure settlement of such transactions are key differentiating factors, and ones which will have growing importance to casinos in making their business decisions. We intend to use our senior management’s extensive knowledge of building electronic marketplaces and developing value-added financial products and services, which dramatically increased transaction volumes and revenues in the financial industry, in the development and expansion of our products and services. We have complemented the expertise of our senior management team by hiring seasoned gaming executives. The gaming experience they possess includes significant operational experience, relationships, as well as strategic guidance. We believe that our experienced senior management team gives us a competitive advantage in executing our business strategy.

 

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Award-Winning Race and Sports Book and Premier Industry Recognition

We believe the quality of our race and sports books is demonstrated by such factors as size, design, ambiance, the breadth and superior nature of amenities offered, and the innovative technology at the heart of the sports trading experience offered to our customers. For example, in 2010 and 2011, ESPN Insider named the M Resort race and sports book the “Best Sports Book For Watching March Madness.” We were awarded first place in the “Best Productivity-Enhancement Technology” category at the tenth annual Gaming & Technology Awards at the 2011 Global Gaming Expo (G2E), and “Best Table Game Product or Innovation” by Global Gaming Business magazine in 2009. We are committed to maintaining and expanding market leading, state-of-the-art properties through capital spending programs designed to continually expand and enhance our gaming options and facilities in order to offer our patrons a superior overall gaming experience.

Our President and CEO, Lee M. Amaitis, frequently is an invited speaker at industry events, including G2E, International Masters of Gaming Law, US Online Gaming Law Conference, and International Association of Gaming Advisors.

Our technology and trading sports book environments have been profiled by leading national print, broadcast and online media, including The Wall Street Journal, The New York Times, Fortune, Associated Press, Wired magazine, Bloomberg BusinessWeek, Wall Street & Technology, CNN, CNBC, Fox Business Network, CBS, ABC, ESPN, and Bloomberg TV. Las Vegas market coverage of our operations as a top destination for sports enthusiasts has included the Las Vegas Review Journal, Las Vegas Sun, Las Vegas Business Press, Vegas Magazine, Vegas News, University of Nevada-Las Vegas Podcast, Vegas Seven, Fox 5, Channel 8, and XTRA 910 radio, as well as press in other major markets, including the Los Angeles Times, Philadelphia Inquirer, and Pittsburgh Tribune. The quality of our product and service offerings has been recognized with significant industry press coverage, including Yahoo.sports, Global Gaming Business, Gaming Today, Casino Enterprise Management, iGaming Business, and covers.com.

Our Business Strategy

Our goal is to be the global leader in mobile gaming systems with real-time wagering capabilities and to provide exciting traditional casino games, innovative casino-style games and dynamic race and sports book offerings. We intend to achieve this goal by employing the following strategies:

Continue to Develop and Introduce Innovative New Products

We have a history of developing and introducing innovative gaming products and services. We plan to use our expertise in financial markets, gaming and technology to continue to develop and introduce innovative new products and content primarily through mobile devices. After the contribution from Cantor discussed under “Summary—Our Organizational Structure—The Contribution and Related Transactions,” we will own more than 500 U.S. and foreign patents and patent applications relating to mobile gaming and race and sports wagering. In addition to the launch of our Android®-compatible mobile sports wagering application on October 26, 2011, which enables customers to place sports wagers on all Android® devices, including mobile phones and tablets, throughout Nevada, we are also seeking approval to offer an Android®-compatible mobile gaming application, which will enable customers to similarly place mobile gaming wagers on all Android® devices while at the casino property. We are also developing mobile sports wagering applications for iOS and Windows and a mobile gaming application for iOS. We also plan to launch other products for commercially available personal mobile devices and even through the internet, differentiating in each market the technological model permitted by applicable laws and regulations.

We have popularized or introduced newer modes of race and sports betting, such as In Running™ and Inside Wagers, which offer reduced commission spot markets for wagering on sporting events. We believe, based on the growth of the overall market, that there is a significant market for In-Running™ betting on sports in the State of Nevada as well as internationally.

 

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On the mobile gaming side, we intend to continue to introduce new proprietary games, including games known as Slottery™, Red/Black™ , Kill the Number™ and Five-Wheel™, and features that enable additional bets during traditional casino games, which we refer to as “extra odds,” which yield an increased volume turnover.

Generate Increased Mobile Gaming Revenues

We plan to expand our mobile gaming system to other casinos. In June 2011, mobile gaming wagering in casino hotel rooms was legalized in the State of Nevada, and regulations implementing such wagering have been adopted by the Nevada Gaming Commission. With our current footprint, we expect to add approximately 15,000 hotel rooms to our mobile gaming revenue opportunities as a result of these regulatory developments.

Continue to Apply Leading-Edge Technology to Improve the Gaming Experience

We seek to be the leader in developing state-of-the-art technology enhancements to improve the overall gaming experience for players. For example, our touch-based gaming system capitalizes on the general population’s familiarity with mobile phones, tablets and personal media products and provides a seamless transition to our account-based mobile gaming and sports wagering applications.

Promote the Advantages of our Products and Services

We continue to demonstrate the value of our gaming products and services to casinos which may be experiencing slowing revenue growth due to current economic conditions or otherwise, and which may have capital expenditure and operating cost limitations. For example, we believe that our system can increase overall wagering volume by: (1) dramatically expanding the playable area of a resort and a player’s potential wagering time, and (2) employing innovative games and services, such as In-Running™, that can significantly increase the number of wagers by a player. We also aim to be the leading developer and supplier of gaming content delivered through innovative mediums.

We believe that we offer a compelling value proposition to the casino by providing comprehensive gaming solutions that either the casino can operate or we can operate for them. Furthermore, we intend to use our capabilities gained from operating race and sports books and an odds-making service to develop advanced wagering methodologies, which are made possible with electronic gaming, enhancing both wagering revenues and the leadership of our technology, platform and delivery systems. We believe this integrated approach will foster more rapid adoption of our gaming products as it delivers value to both the casino and the player.

Expand in Attractive Markets

We have initially focused our marketing efforts on casinos located in the State of Nevada; however, we believe that we are well-positioned to enter into and successfully compete in new markets where mobile gaming or race and sports wagering may sometime be permitted, such as non-Nevada casinos in the United States, including those located on Native American reservations, and casinos located outside the United States. For example, on February 6, 2012, a New Jersey Senate committee unanimously approved a proposal which would permit mobile gaming in New Jersey casino resorts. In addition, on January 17, 2012, New Jersey enacted a law permitting sports wagering in Atlantic City casinos and at race tracks on professional and collegiate sporting events, as long as such wagering is not barred under the Professional and Amateur Sports Protection Act of 1993. Our goal is to become the comprehensive mobile gaming and wagering services solution provider to traditional as well as non-traditional gaming operations on a global basis.

Acquisitions and Strategic Alliances

We have been active in acquiring companies that possess attractive intellectual property, products and services, including LVSC, Nevada’s largest odds-making company and Game Masters, a provider of novel games and art. We intend to continue to explore acquisition opportunities that will enhance our overall position in the gaming industry.

 

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Competitors

We are the only fully licensed active operator of mobile gaming in Nevada. International Game Technology, Fortunet and Shuffle Master currently hold mobile gaming licenses; however, none of these companies has a licensed mobile gaming system approved by the Nevada Gaming Commission. In the future, these companies may seek to enter the casino mobile gaming market. We may therefore in the future experience competition from one or more established suppliers of gaming equipment to the casino market. Many of our competitors have longer operating histories, long-standing relationships with gaming establishments and suppliers, greater name recognition and greater financial, technical and marketing resources than we do. As a result, our competitors may have substantial competitive advantages over us in the long-term should they develop and obtain licenses for a mobile gaming system.

We face significant competition in our race and sports book business from operations throughout Nevada. Many traditional casino operators already own and manage race and sport book businesses and may offer more amenities or benefits to players than we may be able to reasonably offer at the race and sports books we operate. In addition, independent companies that operate race and sports books at casinos, such as American Wagering, Inc. via its Leroy’s subsidiary, have many decades of operating experience, casino relationships and customer loyalty that they employ to compete against our race and sports book products. American Wagering has introduced a cellular telephone wagering application, allowing their patrons to wager via mobile phones throughout Nevada. The United Kingdom-based bookmaker William Hill is in the process of acquiring American Wagering and two of our other competitors in the market, pending regulatory approval. Those companies may expand their volume of sports wagering. It is also possible that one or more of our competitors may decide to develop their own mobile and in-game betting platforms that would compete with us.

We face significant competition in the offering of our gaming services software or sports odds businesses. There are a multitude of software developers and odds-makers worldwide which currently provide similar products and services similar to ours. A number of companies have greater resources than we do, more diversity in their products and services, and may operate in more flexible jurisdictions worldwide.

Licensing

We own and/or license server-based software that can be used in a wired and a wireless environment using thin client technology. This enables us and our regulators to determine whether the player is within the approved gaming area. We license certain games from third parties, some exclusively. We currently hold Nevada and local gaming licenses to be a gaming equipment manufacturer, gaming equipment distributor, mobile gaming system operator, slot route operator, race and sports book operator, and information service provider.

Technology Development

Since our inception in 2004, we have focused on developing onsite mobile gaming systems and race and sports wagering capabilities that leverage the many decades of experience of Cantor of providing real time financial information and transaction capability to customers worldwide. Since 2006, we have internally developed all critical aspects of our gaming system. We have also created our own proprietary race and sports book software entitled Cantor Sports Book, which we refer to as “CSB.” CSB is the only system to effectively manage both players’ wagering activity and their account balances by providing an automated solution to settle upon event conclusions. We design all of our proprietary platform software, including all of our source code and all of our GUI interfaces and graphic art for our player devices. On October 26, 2011, we launched a sports wagering application which allows patrons to place sports wagers over a cellular network from anywhere within the State of Nevada through the patron’s sports wagering account opened at one of our race and sports books. This sports wagering application currently on field trial is available for Android®-based mobile devices, and patrons may download and use the application on their personal mobile devices. This mobile sports wagering application is embedded with sophisticated data-encrypted technology that provides the highest levels of security and offers Nevada-based sports betting fans a secure, convenient, fast loading, and easy-to-use application that

 

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complements the sleek design of Android® devices. Compliant with Nevada Gaming Control Board regulations, the application will function only within Nevada and will not function once patrons travel out-of-state. We have also developed a mobile gaming application that allows patrons to play casino-style games on their personal mobile devices while located within permitted areas of any of our host properties. We expect to continue to emphasize the research and development aspect of our business.

Sales and Marketing

To date our sales have been primarily through our senior executives and the relationships they have developed with many of the participating casino managers throughout their years in the industry.

All of our customers must be in jurisdictions that legally allow the use of our products. We do not sell any product in its entirety but instead finance and manage the design, building and implementation of the platform at each casino under an agreement that allows us to recoup certain of our capital expenditures and share perpetually in the revenues generated by the platform, providing a continuing revenue stream.

We currently focus on markets in the State of Nevada, which consist of the top casino operations in the United States that have expressed genuine interest in all or a majority of the products we are offering. We anticipate the growth of our sales to extend into the Tribal Native American casinos and other legal gaming venues throughout the U.S. as well as internationally.

Intellectual Property

Patents

Our patents, trademarks, copyrights and other intellectual property rights are a significant asset. We rely on the strength of our intellectual property portfolio in the development and commercialization of our products. We aggressively seek to protect our investment in research and development and the distinctive features of our products by perfecting and maintaining our intellectual property rights. We opportunistically acquire intellectual property from third parties in appropriate circumstances.

We market most of our products under trademarks that provide product recognition and promote widespread acceptance.

We currently own several patents and patent applications in the United States and internationally, which we refer to as “Owned Patents,” and license more than 250 U.S. and foreign patents and patent applications, which we refer to as “Cantor Patents,” from Cantor and/or related affiliates. Our patent license is worldwide, perpetual, non-exclusive and for all uses within the field of gaming and wagering. Cantor will contribute most of the Cantor Patents to us in connection with the contribution and license others to us. Cantor currently maintains the Cantor Patents in its sole and absolute discretion, including prosecuting the patents before U.S. and foreign patent offices and appealing decisions of U.S. and foreign patent offices and will continue to do so with respect to the Cantor Patents which will be licensed to us.

Others may infringe upon or develop products in violation of the noted intellectual property rights, and we cannot guarantee that pending patent applications will be granted. We are subject to general litigation risk related to our ability to enforce and maintain patents, copyrights, trademarks, and other intellectual property rights. We are also subject to general litigation risk related to potential infringement of the intellectual property rights of third parties.

Our Portfolio

We believe that our portfolio of Owned Patents and Cantor Patents covers a broad range of technologies and games. We have devoted considerable effort and resources to establish what we believe to be a strong intellectual property position relevant to mobile gaming technology and games that are well-tailored to mobile gaming.

 

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In this regard, the Owned Patents and the Cantor Patents are generally directed to a wide variety of novel wagering methodologies, wireless hardware systems, mobile gaming platforms, online gaming systems, group gaming environments, sports wagers, horse racing wagering, financial market wagers, card game wagers, casino style wagers, markets and exchanges for wagering products, security systems for gaming environments, interfaces between gaming and retail commerce, advertising, motion-controller gaming, and other games.

Mobile Gaming Technology

We own or license technology designed to comply with various regulations applicable to mobile gaming. For example, we have technology designed to verify the identity of players of mobile gaming devices. We also have technology designed to maintain the privacy of mobile gaming device data, and to verify the authenticity of a mobile gaming device. Accordingly, we believe such technology is valuable for use in those jurisdictions that apply regulations and operating restrictions to mobile gaming activities.

Games

Our mobile games take the form of realistic representations of traditional casino games, with familiar rules and game-play. Our server software has been utilized in casino gaming applications since March 2009 and is readily scalable to mobile gaming applications. Our system uses cutting edge programming languages and is therefore rapidly configurable to client needs. We own and operate a back office operation that is set up for various reporting purposes. The system stores transaction data on the report servers.

We have a number of proprietary games, some of which we currently offer and the remainder of which we intend to offer upon regulatory approval, including:

 

   

XO BlackJack TM

 

   

XO Baccarat TM

 

   

Five Wheel TM

 

   

Slottery TM

 

   

Red/Black TM

 

   

Kill The Number TM

We also offer some traditional casino-style and third-party games for play, such as blackjack.

Aggregation Games

We have technology directed to various games that aggregate the results of sets of other games. For example, we have games that allow players to wager on the aggregate outcomes on a series of games, such as whether there will be more blacks than reds on all roulette wheels in the casino, or whether dealers will win more hands than players will in all hands of blackjack in a casino. We have technology that generates aggregate play data for different games in casinos, and allows the data to be used in games across a group of casinos. We believe that aggregation games are applicable to many environments, but are particularly appealing in a mobile gaming environment. We believe that this technology has the potential to become the foundation of a broad new class of games created by us and by third parties.

Back Betting Games

We have technology directed to various games that allow players of mobile gaming devices to place back bets on games being played by others. For example, we have games not yet approved for play that allow players to wager on the performance of players at table games being played in the casino. Also, we have technology that

 

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manages the network of players on which others can place back bets. Furthermore, we have technology that allows the selective sharing of player performance for purposes of placing back bets. We believe that back betting games are applicable to many environments, but are particularly appealing in a mobile gaming environment. Mobile gaming permits players to place back bets for or against other players and dealers with complete anonymity.

Game Masters’ Assets

Cantor acquired the rights to games and other technology of a longstanding Las Vegas gaming company, Game Masters, and its affiliated companies, Games of Nevada and Westronics, Inc., which we refer to, collectively, as “Game Masters.” Through this acquisition, Cantor now controls a large library of novel games and art, which was accumulated over a 50-year span, and has previously been used profitably. Cantor also controls a large selection of classic games which we may re-release in various ways. Cantor will contribute the Game Masters’ technology, patents and patent applications, which when used for our casino games, require payment of royalties to Game Masters, to us. We believe that this portfolio of broad and exclusive rights to gaming and other technology patents and patent applications required for the development and commercialization of our product gives us an advantage.

Trademarks

We license various pending and registered trademarks, including many containing the “Cantor” name. Those U.S. and foreign trademark applications and registrations are owned by Cantor or an affiliate and are referred to herein as the “licensed marks.” The licensed marks are licensed to us in perpetuity and exclusively for gaming and wagering and lottery use. We anticipate that Cantor will contribute some of the trademarks to us in connection with the closing of this offering. We also own various pending and registered trademarks.

Cantor will maintain the licensed marks in its sole and absolute discretion, including prosecuting the marks before U.S. and foreign trademark offices, paying required fees, handling objections and oppositions to the licensed marks filed by third parties and appealing decisions of U.S. and foreign trademark offices.

Cantor will periodically consult with us in an effort to maximize the value of the licensed marks and apprise us of the status of the licensed marks.

Government Regulation

The gaming industry and the gaming equipment manufacturing and distribution industry exist within a stringent regulatory environment and are subject to federal, state, local and foreign regulation. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers and other persons with a financial interest in the gaming operations. Depending on the nature of the noncompliance, our failure to comply with some or all of these regulatory frameworks may result in the suspension or revocation of any license or registration subject to such regulations, as well as the imposition of civil fines and criminal penalties. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Companies participating in the gaming industry and the gaming equipment manufacturing and distribution industry are required to obtain and hold gaming licenses, permits or other approvals, and pay gaming taxes and fees in jurisdictions where they conduct business. Many jurisdictions require the licensing or a finding of suitability of officers, directors, major stockholders and key employees, the termination or disassociation with such officer, director, major stockholder or key employee who fails to file an application or to obtain a license or finding of suitability, the submission of detailed financial and operating reports, the submission of reports of material loans, leases and financings and the regulatory approval of some commercial transactions, such as the transfer or pledge of equity interests in us. These regulatory burdens may be imposed upon gaming-related suppliers or vendors on an ongoing basis. The regulatory agencies that oversee these jurisdictions not only

 

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require maintaining licenses, but may also require approval of individual product types sold by equipment manufacturers and used by operators. The standards for product approval vary from jurisdiction to jurisdiction, although the Nevada standards are generally the most stringent.

We are also subject to various federal, state and local laws and regulations, in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning environmental matters, labor and employment, currency transactions, taxation, zoning and building codes and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

Changes in the regulation of gaming are unpredictable. Accordingly, we can provide no assurance that our planned entrance into any additional gaming jurisdiction will be successful.

Nevada

Nevada Gaming Regulation

Our gaming, manufacturing, and distribution operations are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder, which we refer to as the “Nevada Act,” and various local ordinances and regulations. We are subject to the licensing and regulatory control of the Nevada State Gaming Control Board, which we refer to as the “Nevada Board,” the Nevada Gaming Commission, the Clark County Liquor and Gaming Licensing Board, and various other county and city regulatory agencies, all of which are collectively referred to as the “Nevada Gaming Authorities.”

The laws, regulations and supervisory practices of most gaming authorities are based upon declarations of public policy. In the case of Nevada, these public policy concerns include, among other things:

 

   

preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming or the manufacture or distribution of mobile gaming at any time or in any capacity;

 

   

establishing and maintaining responsible accounting practices and procedures;

 

   

maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs, and safeguarding of assets and revenues;

 

   

providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

 

   

preventing cheating and fraudulent practices; and

 

   

providing a source of state and local revenue based on taxation and licensing fees.

Changes in these laws, regulations and procedures could have significant negative effects on our operations, financial condition and results of operations.

Registration and Licensing

We have elected to be registered by the Nevada Gaming Commission as a publicly-traded corporation by registering with the Securities and Exchange Commission, and as such, we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. Currently, our gaming subsidiaries have licenses to operate as a gaming equipment manufacturer, distributor, mobile gaming system operator, race book and sports pool operator and slot route operator in Nevada, and a non-gaming subsidiary has been granted a license to operate as an information service provider.

 

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Only manufacturers and distributors that have been licensed by the Nevada Gaming Authorities may manufacture or distribute mobile gaming, mobile gaming systems, race and sports book systems, and cashless wagering systems for use or play in Nevada or for distribution outside of Nevada. All mobile gaming and systems manufactured for use or play in Nevada must be approved by the Nevada Gaming Commission before they are distributed or exposed for play. The approval process for mobile gaming and cashless wagering systems includes rigorous testing by the Nevada Board, a field trial, and a determination as to whether the mobile gaming or cashless wagering systems meet strict technical standards set forth in the regulations of the Nevada Gaming Commission. Associated equipment (as defined in the Nevada Act) must be administratively approved by the chairman of the Nevada Board before it is distributed in Nevada.

No person may become a stockholder, partner or member of, or receive any percentage of profits from any licensed entity without first obtaining licenses and approvals from the Nevada Gaming Authorities. Additionally, local authorities have taken the position that they have the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee. To date, we have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, us in order to determine whether the individual is suitable for and/or should be licensed as a business associate of a gaming licensee. Certain of our officers, directors, stockholders and key employees are required to be licensed by the Nevada Gaming Authorities. Officers, directors, and key employees who are actively and directly involved in the gaming activities of our gaming subsidiaries may also be required to be licensed or found suitable by the Nevada Gaming Authorities. Additionally, any person becoming an officer of our company or of our gaming subsidiaries may be required to file necessary disclosures with Nevada Gaming Authorities within thirty (30) days of becoming an officer. Our current licensees include, our Chairman of the Board, Chief Executive Officer, Executive Managing Director, General Counsel, Chief Financial Officer, Deputy General Counsel, Executive Director of LVSC and the Director of Race and Sports Risk Management.

Licensing is not a prerequisite to becoming an independent director, but the Nevada Gaming Authorities may require that some or all of our independent directors be licensed or found suitable as a result of serving as a director on our Board of Directors.

The Nevada Gaming Authorities may deny any application for licensing or a finding of suitability for any cause they deem reasonable. Granting of an individual license requires a determination of suitability of the applicant. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information, followed by a thorough investigation. We typically pay the costs and fees for the individual applying for licensing or a finding of suitability, which are expensive and range in cost depending on the complexity of the application. Changes in positions of licensed individuals with their employers or other entities for whom they serve must also be reported to the Nevada Gaming Authorities. In addition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities may disapprove a change in a corporate position, including a change in job title or substantive job responsibilities.

If the Nevada Gaming Authorities were to find any officer, director, or key employee unsuitable for licensing or to continue to have a relationship with us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications or refuses to pay the required investigative fees. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

Requirements for Beneficial Securities Holders

The Nevada Act requires a person who acquires 5% or more of any class of the voting securities of a registered publicly-traded company to report the acquisition to the Nevada Gaming Commission. The Nevada Act requires beneficial owners of 10% or more of a registered company’s voting securities to apply to the

 

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Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails the written notice requiring the filing. Additionally, as a publicly-traded corporation registered with the Nevada Gaming Commission, any beneficial holder of our voting or non-voting securities, regardless of the number of shares held, may be required to file an application, be investigated, and have that person’s suitability as a beneficial holder of voting or non-voting securities determined if the Nevada Gaming Commission has reason to believe that the ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the beneficial owner of our voting or non-voting securities who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information, including a list of its beneficial owners. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any investigation.

Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires 10% or more, but not more than 25%, of any class of our voting securities may apply to the Nevada Gaming Commission for a waiver of the finding of suitability if the institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, own up to 29% of the voting securities of a registered company for a limited period of time and maintain the waiver. An application to be considered as an institutional investor is a separate application and the applicant is required to pay the applicable investigative fees.

An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of its business as an institutional investor and were not acquired and are not held for the purpose of causing, directly or indirectly, the election of a majority of the members of the Board of Directors of the registered company, a change in the corporate charter, Amended and Restated Bylaws, management, policies or operations of the registered company or any of its gaming affiliates or any other action that the Nevada Gaming Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes only include:

 

   

voting on all matters voted on by stockholders or interest holders;

 

   

making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

 

   

other activities the Nevada Gaming Commission may determine to be consistent with the investment intent.

If a gaming authority in any jurisdiction fails to find any of our officers, directors or major stockholders suitable, we may be prohibited from leasing, licensing or selling our products or conducting gaming operations in that jurisdiction, assuming such person remains employed by or associated with us. We are unaware of any facts or circumstances that would categorically prevent a gaming authority from finding any of our officers, directors or major stockholders suitable.

Consequences of Being Found Unsuitable

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or the Chairman of the Nevada Board, or who refuses to pay the investigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The same restrictions apply to an owner of record if the owner of record, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of any equity security or debt security of a registered company beyond the period of times prescribed by the Nevada Gaming Commission may be guilty of a criminal offense.

 

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If the Nevada Gaming Commission determines that a person is unsuitable to own any of our securities, voting or otherwise, then under the Nevada Act, we may also be sanctioned, including the loss of licenses or other approvals, if without the prior approval of the Nevada Gaming Commission, we:

 

   

pay to the unsuitable person any dividend, interest, or other distribution;

 

   

allow that person to exercise, directly or indirectly, any voting right held by that person in connection with the securities;

 

   

pay the unsuitable person remuneration in any form for services rendered or otherwise; or

 

   

fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary, the immediate purchase of the voting securities for cash at fair market value.

We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record owner may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the disclosure may be grounds for finding the record owner unsuitable. We will be required to render maximum assistance in determining the identity of the beneficial owners of our voting securities.

We may not make a public offering of any securities without the prior approval of the Nevada Gaming Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire, or finance gaming operations or facilities in the State of Nevada, or to retire or extend obligations incurred for those purposes or for similar purposes. Such approval, if given, does not constitute a finding, recommendation or approval by the Nevada Gaming Commission or the Nevada Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.

Reporting Requirements

We and our direct and indirect subsidiaries that manufacture or distribute mobile gaming or conduct gaming operations are required to submit detailed financial and operating reports to the Nevada Gaming Commission. Substantially all material loans, leases, sales of securities, and similar financing transactions must be reported to and in some cases approved by the Nevada Gaming Commission.

Approval of Changes in Control

As a registered company, we must obtain prior approval of the Nevada Gaming Commission with respect to a change in control through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by which anyone obtains control of us.

Entities seeking to acquire control of a registered company must satisfy the Nevada Board and the Nevada Gaming Commission with respect to a variety of stringent standards before assuming control of a registered company. The Nevada Gaming Commission also may require controlling stockholders, officers, directors and other persons who have a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

Approval of Defensive Tactics

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees, and registered companies that are affiliated with those operations, may be harmful to stable and productive corporate gaming. The Nevada Gaming Commission has established a regulatory scheme to reduce the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

 

   

assure the financial stability of corporate gaming licensees and their affiliates;

 

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preserve the beneficial aspects of conducting business in the corporate form; and

 

   

promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Nevada Gaming Commission before we can make exceptional repurchases of voting securities at prices above their current market price and before a corporate acquisition opposed by management may be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by our Board of Directors in response to a tender offer made directly to its stockholders for the purpose of acquiring control.

Compliance Committee

We have formally adopted a compliance plan and appointed a compliance committee in accordance with Nevada Gaming Commission requirements. Our compliance committee meets quarterly and is responsible for implementing and monitoring our compliance with regulatory matters. This committee also reviews information and reports regarding the suitability of potential key employees or other parties who may be involved in material transactions or relationships with us.

Consequences of Violating Gaming Laws

If the Nevada Gaming Commission determines we violated the Nevada Act or any of its regulations, it could limit, condition, suspend or revoke our registrations and gaming licenses, subject to compliance with certain statutory and regulatory procedures. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act, or the regulations of the Nevada Gaming Commission, at the discretion of the Nevada Gaming Commission. Further, a supervisor could be appointed by the Nevada Gaming Commission to seize operation of gaming activities and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of any gaming establishment) could be forfeited