UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
------------------
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 0-27226
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SPINTEK GAMING TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 33-0134823
- ---------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1857 Helm Drive, Las Vegas, Nevada 89119
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 263-3660 (Registrant's
- --------------------------------------------------------------------------------
telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the issuer (1) filed all reports to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
145,845,428 shares of Common Stock, $0.002 par value as of November 1, 1999
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SPINTEK GAMING TECHNOLOGIES, INC.
FORM 10-QSB
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TABLE OF CONTENTS
Page No.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1999 and June 30, 1999 3
Consolidated Statements of Operations for the Three Months Ended
September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the Three Months Ended
September 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Year 2000 Considerations 8
Material Changes in Results of Operations 8
Background Information 8
Three Months Ended September 30, 1999 and 1998 9
Liquidity and Capital Resources 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE PAGE 12
EXHIBIT INDEX 13
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2
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SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
September 30, June 30,
1999 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash ........................................................ $ 201 $ 981
Accounts receivable, net .................................... 635 598
Prepaid and other current assets ............................ 122 389
Inventories, net ............................................ 2,170 1,996
-------- --------
Total current assets ...................................... 3,128 3,964
Furniture, fixtures and equipment, net ........................ 377 353
Licenses and patents .......................................... 944 959
Other assets .................................................. 116 120
-------- --------
Total assets .................................................. $ 4,565 $ 5,396
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................ $ 1,466 $ 1,590
Accounts payable to stockholder ............................. 570 490
Current portion of capitalized leases and notes payable ..... 112 593
Accrued liabilities ......................................... 644 693
Accrued interest ............................................ 38 14
Customer deposits ........................................... 212 580
-------- --------
Total current liabilities ................................. 3,042 3,960
-------- --------
Long-term debt, net of current portion ........................ 1,385 408
-------- --------
Stockholders' equity:
Convertible preferred stock, no par value, 100,000 shares
authorized, no shares issued and outstanding .............. -- --
Common stock, $.002 par value, 500,000,000 shares authorized,
144,226,860 and 143,560,448 shares issued and outstanding . 288 287
Additional paid-in capital .................................. 23,776 23,758
Accumulated deficit ......................................... (23,897) (22,988)
Treasury stock, 1,317,329 shares, at cost ................... (29) (29)
-------- --------
Total stockholders' equity ................................ 138 1,028
-------- --------
Total liabilities and stockholders' equity .................... $ 4,565 $ 5,396
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
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SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
September 30,
-----------------------
1999 1998
---- ----
<S> <C> <C>
Sales ................................................ $ 1,501 $ 1,002
Cost of sales ........................................ 810 543
--------- ---------
Gross profit ....................................... 691 459
Selling, general and administrative expenses ......... 1,420 980
Research and development expense ..................... 123 85
Stock option compensation expense .................... 116 --
--------- ---------
Operating loss ...................................... (968) (606)
Other income (expense):
Interest and other income .......................... 11 11
Depreciation and amortization ...................... (41) (11)
Interest expense ................................... (28) (63)
--------- ---------
Net loss ............................................. (1,026) (669)
--------- ---------
Conversion preference of convertible preferred stock . -- (83)
--------- ---------
Net loss applicable to common shares ................. $ (1,026) $ (752)
========= =========
Loss per common share information:
Weighted average common shares:
Basic ............................................ 142,910 18,673
========= =========
Diluted .......................................... 142,910 18,673
========= =========
Net loss per common share:
Basic ............................................ $ (0.01) $ (0.04)
========= =========
Diluted .......................................... $ (0.01) $ (0.04)
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
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SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
September 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................... $(1,026) $ (669)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization ........................ 41 11
Non-cash interest expense ............................ 24 62
Change in allowance for inventory obsolescence, net .. (99) 5
Non-cash operating expenses for common stock ......... -- --
options vesting during period ....................... 116
(Increase) decrease in assets:
Accounts receivable .................................. (37) (53)
Inventory ............................................ (75) (234)
Prepaid expenses and other ........................... 273 (407)
Increase (decrease) in liabilities:
Accounts payable ..................................... (124) (253)
Accrued liabilities .................................. 30 (49)
Accrued interest ..................................... 1 (7)
Customer deposits .................................... (368) 53
------- -------
Net cash used in operating activities .................... (1,244) (1,541)
------- -------
Net cash used in investing activities:
Purchase of furniture, fixtures and equipment .......... (51) (29)
------- -------
Cash flows from financing activities:
Proceeds from issuance of convertible debentures ....... -- 2,100
Proceeds from draws under credit agreement ............. 550
Payments on term debt .................................. (54) --
Repayments of notes payable to affiliates and
stockholders ......................................... -- (170)
Proceeds from issuance of common stock ................. 19 --
------- -------
Net cash provided by financing activities ................ 515 1,930
------- -------
Net increase (decrease) in cash and cash equivalents ..... (780) 360
Cash and cash equivalents, beginning of period ........... 981 500
------- -------
Cash and cash equivalents, end of period ................. $ 201 $ 860
======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
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SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
September 30,
--------------
1999 1998
---- ----
<S> <C> <C>
Supplemental schedule of non-cash investing and
financing activities:
Conversion preference of preferred stock .............. $-- $(83)
==== ====
Supplemental disclosure of cash flow information:
Cash paid for interest ................................ $ 4 $ 7
==== ====
</TABLE>
See accompanying Notes to Consolidated Financial Statements
6
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SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Spintek Gaming
Technologies, Inc. ("SGT") and its wholly owned subsidiary Spintek Gaming, Inc.
("Gaming"), and Gaming's wholly owned subsidiary, Spinteknology, Inc.
("Spinteknology") (SGT, Gaming and Spinteknology collectively referred to as the
"Company"). All significant intercompany transactions have been eliminated.
The consolidated balance sheet as of September 30, 1999 and the related
consolidated statements of operations for the three months ended September 30,
1999 and 1998 and consolidated statements of cash flows for the three months
ended September 30, 1999 and 1998 are unaudited but, in the opinion of
management, reflect all adjustments necessary for a fair presentation of results
for those periods. The results of operations for an interim period are not
necessarily indicative of the results for the full year. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's annual report
on Form 10-KSB for the year ended June 30, 1999.
The accompanying financial statements for the prior period reflect certain
reclassifications, which have no effect on net losses or cash flows in that
period, to conform to classifications in the current period.
NOTE 2 - TERM DEBT
On August 31, 1999, Malcolm C. Davenport V, a director of the Company and
beneficial holder of 46.5% of the Company's Common Stock, provided a letter
agreement to the Company whereby Mr. Davenport agreed to loan the Company up to
$2.00 million during the next twelve months. During the quarter ended September
30, 1999, the Company borrowed $550,000 under this letter agreement. The payment
terms of the 10% Secured Demand Notes payable to Mr. Davenport, the principal
amount of which was $822,000 at September 30, 1999, and the $67,000 liability to
the Malcolm C. Davenport V Family Trust, a co-trustee of which is Mr. Davenport,
have been amended. These liabilities, which were to be paid in a monthly
installment of $50,000, including interest, are now payable in a monthly
principal payment of $10,000 plus interest commencing January 1, 2000, with any
unpaid principal and interest due on August 31, 2001.
NOTE 3 - SUBSEQUENT EVENT
On October 20, 1999, the Company's Board of Directors approved the conversion of
a $493,582 account payable to Malcolm C. Davenport V into 2,820,470 shares of
the Company's Common Stock based on the closing price of $0.175 per share,
without discount, on October 19, 1999. Mr. Davenport abstained from the vote.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain information included herein contains statements that may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as
terms expressing future expectations, enthusiasm about future potential, and
anticipated growth in sales, revenues and earnings. All forward-looking
statements, although made in good faith, are subject to important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, results may differ from those expressed in any forward-looking
statements made herein. Such statements are necessarily speculative and factors
including, but not limited to, unusual production or supply problems, unusual
risks attending foreign transactions, year 2000 problems, competitive pressures,
unanticipated problems in obtaining approvals and/or licenses from governmental
authorities as to products
7
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or the ability to sell products in any jurisdiction, a general deterioration in
domestic or global economic conditions, and changes in federal or state tax laws
or laws permitting legalized gaming in any jurisdiction within which gaming is
currently conducted or the administration of such laws, could cause results to
differ materially from those projected.
Year 2000 Considerations
The approach of the year 2000 ("Y2K") has become a potential problem for
businesses utilizing computers in their operations since many computer programs
are date sensitive and will only recognize the last two digits of the year
(i.e., recognizing the year "2000" as the year "1900" if at all). The Company's
primary customers are hotel/casinos who utilize slot machines and/or slot
machine accounting systems into which the Company's product is either installed
or interfaced. The Company's hopper weighing technology is date sensitive and
has been programmed to be Y2K compliant. However, certain of the Company's
customers utilize third party report writing technologies that, when sold as a
component of the Company's system, were not Y2K compliant. The Company has
installed Y2K compliant programs provided by these third parties at each of the
affected customer's casinos. Moreover, the Y2K compliance of the Company's
hopper weighing technology may depend in part upon the Y2K compliance of the
technology of the primary slot machine manufacturers or the gaming system
manufacturers. Although the Company has not received assurances from the primary
slot machine manufacturers or the gaming system manufacturers as to Y2K
capability, the Company expects that at least a majority of these manufacturers
will be Y2K compliant.
The Company has contacted its primary suppliers to receive assurances they are
Y2K compliant. In addition the Company has located secondary suppliers of the
key components of its hopper weighing system to assure continuity in product
deliveries.
The supplier of the software system utilized by the Company for operational and
financial reporting purposes has supplied the Company with written assurance
that such systems are Y2K compliant. Although the Company is confident that the
system will not be negatively impacted by the Y2K issue, the Company is prepared
to initiate alternative procedures.
Management has estimated that total costs to achieve Y2K compliance will not
exceed $100,000. Total costs to date, including all costs and expenses
associated with updating the third party report writing systems sold to
customers, is less than $20,000. Maintenance or modification costs associated
with the Y2K compliance issue will be expensed as incurred, while the costs of
any new software will be capitalized and amortized over the software's useful
life.
Material Changes in Results of Operations
Background Information
The Company's business plan has been to develop and market proprietary gaming
and non-gaming technology, patent such technology nationally and
internationally, and obtain all necessary governmental approvals and/or licenses
to sell products developed with this exclusive technology internationally. The
Company has focused its efforts on the AccuSystem(TM) and AccuHopper(TM), a slot
machine hopper weighing system, and certain ancillary products specifically for
the gaming industry. The Company began to actively market and sell its products
in the second half of the Company's fiscal 1998. As a result of this marketing
activity and approximately $444,000 in sales in the latter stages of fiscal
1998, management determined that the Company would no longer report as a
development stage enterprise commencing with the Form 10-KSB for the year ended
June 30, 1998. During the thirty-nine month development period from inception
through the year ended June 30, 1998, the Company incurred net losses of
approximately $13.3 million and negative cash flows from operating activities of
approximately $11.1 million.
8
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Although the AccuSystem is capable of operating on a stand-alone real-time
basis, either by means of hard wire or radio frequency transmission of data,
many casinos have indicated that they would prefer to have it interface with
their existing slot accounting systems, thereby having only one system for
monitoring their slot machine activities. The Company has been diligently
working with various developers and vendors of slot machine accounting systems
on interfaces of AccuSystem with their products. At the World Gaming Congress
and Exposition trade show in Las Vegas in September 1999, three of the primary
vendors of slot machine accounting systems presented AccuSystem interfaces in
their show booths. These interfaces, which must be reviewed and approved by the
gaming authorities in most jurisdictions, are undergoing field trials in various
casinos or are being tested in laboratories operated by or acceptable to the
respective gaming authorities.
In addition to the added controls, which can reduce the amount of employee
theft, it is management's belief that use of AccuHopper, whether as a
stand-alone system or interfaced with a slot accounting system, can also result
in payroll savings as well as increased revenues to the operator. Payroll
savings can result from two areas: (a) being able to have the AccuSystem
function as the second verifying signature on slot machine fills, with such
procedure being approved by the gaming authorities in Nevada subject to certain
internal control modifications that must be approved on a casino by casino
basis; and (b) casinos no longer having to count the contents of slot machine
hoppers on a routine or other basis. Increased revenue can result by the casino
operator performing preemptory slot machine fills, thereby reducing the number
of slot machines that shut down due to an empty hopper condition.
The accompanying financial statements for prior periods reflect certain
reclassifications, which have no effect on net losses or cash flow in those
periods, to conform with classifications in the current period.
Three Months Ended September 30, 1999 and 1998
During the quarter ended September 30, 1999, the Company reported sales of
approximately $1.50 million, net of sales returns and allowances of $164,000,
compared to sales of $1.00 million in the quarter ended September 30, 1998.
Sales in the current year's first quarter were less than anticipated by
management, with the primary reason being delays in the execution of certain
sales contracts, as well as delays associated with customers obtaining certain
regulatory approvals. The gross margin for the three months ended September 30,
1999 was approximately 46.0% compared to a gross margin of approximately 45.8%
in the first quarter of the prior year.
Selling, general and administrative expenses increased $440,000, or
approximately 45%, to $1.4 million for the quarter ended September 30, 1999 from
$980,000 in the same period in the prior year. Payroll and payroll related
expenses were approximately $753,000 during the quarter ended September 30,
1999, reflecting an increase of approximately $189,000 over the prior year. This
increase in payroll and payroll related expenses was primarily due to increased
staffing in all customer service areas in anticipation of increased sales
activity and an increase in administrative payroll.
Other selling, general and administrative expenses increased approximately
$251,000 during the quarter ended September 30, 1999, to $667,000, from $416,000
in the quarter ending September 30, 1998. This was primarily due to increases of
approximately $40,000 in the reserve for inventory obsolescence, $33,000 in
marketing expenses, $23,000 in facilities rent, and $64,000 in sales and
administrative travel expenses. During the quarter ended September 30, 1999, the
reserve for obsolescence decreased $99,000, to $341,000, as a result of the
$40,000 additional reserve in the quarter being offset by the write off of
$144,000 in previously reserved for inventory items that were scrapped.
Marketing expenses increased primarily due to printing costs associated with a
new product brochure, and facilities rent increased due to the additional costs
associated with the larger facility the Company moved into in November 1998.
Increased sales, marketing and administrative activities resulted in the
increased travel expenses as the Company endeavors to expand its market. Other
general and administrative expenses in the current year period are generally
higher than the prior year period due to increased staffing and sales
activities.
9
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Research and development expenses increased by $38,000, or 45%, to $123,000 in
the current year's first quarter compared to $85,000 in the prior year period.
Management anticipates that research and development expenses will be higher in
the current fiscal year than in the year ended June 30, 1999 as the Company
endeavors to adapt its proprietary coin weighing technology into non-gaming
markets.
In the fourth quarter of the fiscal year ended June 30, 1999, the Company
reported that the holders of its Convertible Preferred Stock and 6% Secured
Convertible Notes elected to convert such securities into the Company's Common
Stock. As a result, an anti-dilution provision contained in the Company's 1996
Stock Option Plan (the "Plan") was activated whereby the equity position held by
option holders could not be diluted or enhanced by the issuance of or reduction
in the number of shares of common stock issued other than through the Plan
subject to certain approvals by the Board of Directors. In addition, the
anti-dilution provision required the total amount to be paid by a holder of a
stock option previously granted not be increased or decreased by a change in the
number of shares outstanding. As a result of these provisions, the Company is
required to report as a non-monetary operating expense the difference between
the option price and the market value of options to acquire the Company's Common
Stock at the time such options vest. During the quarter ended September 30,
1999, options vested to acquire 758,139 shares of the Company's Common Stock
resulting in a non-monetary operating expense of $116,000 for the quarter.
Interest expense decreased to $28,000 for the quarter ended September 30, 1999
from $63,000 in the same quarter in the prior year as a result of the conversion
of the 6% Notes. Depreciation and amortization increased to $41,000 in the
current year's quarter from $11,000 for the three month period ended September
30, 1998, primarily due to amortization of patent costs and depreciation on
furniture, fixtures and equipment purchases.
Liquidity and Capital Resources
The Company's current assets at September 30, 1999 totaled $3.13 million,
including $201,000 in cash and cash equivalents, $635,000 in accounts
receivable, $66,000 in deposits on pending inventory purchases, and $2.17
million in inventory. The Company's current liabilities were $3.04 million,
including $1.47 million in accounts payable, $38,000 in accrued interest due
stockholder, $570,000 in accounts payable to stockholder, $112,000 in the
current portion of long-term debt, $90,000 of which was in loans from
stockholder, and $212,000 in deposits from customers. Net cash used in operating
activities was approximately $1.24 million. References to stockholder herein
refers to Malcolm C. Davenport V, a director of the Company and beneficial
holder of 46.5% of the Company's Common Stock.
As previously noted, the Company's initial sales and marketing activities
commenced in the latter stages of the fiscal year ended June 30,1998. Absent
significant revenues from operations, the Company has funded itself primarily
through equity and debt financing, including through the issuance of the
Preferred Stock and 6% Secured Convertible Notes.
On August 31, 1999, Mr. Davenport provided a letter agreement to the Company
whereby Mr. Davenport agreed to loan the Company up to $2.00 million during the
next twelve months. During the quarter ended September 30, 1999, the Company
borrowed $550,000 under this letter agreement. The Company has received $3.80
million in new contracts since September 30, 1999. Based on recent and projected
sales activities, and the remaining $1.45 million available under the loan
commitment from Mr. Davenport, management believes that it will have sufficient
capital to fund future operations.
10
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
None
11
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SPINTEK GAMING TECHNOLOGIES, INC.
Date: November 12, 1999 By: /s/ GARY L. COULTER
--------------------------------
Gary L. Coulter
Chairman of the Board,
Chief Executive Officer
Date: November 12, 1999 By:/s/ GEORGE P. MILLER
------------------------------
George P. Miller
Chief Financial Officer
(Principal Financial
and Accounting Officer)
12
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EXHIBIT INDEX
Exhibit Index Description Page
- ------------- ----------- ----
Number
- -------
27.1 Financial Data Schedule E - 10
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SPINTEX GAMING TECHNOLOGIES, INC. FINANCIAL STATEMENTS FOR THE YEAR
ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 201
<SECURITIES> 0
<RECEIVABLES> 635
<ALLOWANCES> 0
<INVENTORY> 2,170
<CURRENT-ASSETS> 3,128
<PP&E> 526
<DEPRECIATION> 149
<TOTAL-ASSETS> 4,565
<CURRENT-LIABILITIES> 3,665
<BONDS> 762
0
0
<COMMON> 288
<OTHER-SE> (150)
<TOTAL-LIABILITY-AND-EQUITY> 4,565
<SALES> 1,501
<TOTAL-REVENUES> 1,501
<CGS> 810
<TOTAL-COSTS> 810
<OTHER-EXPENSES> 1,689
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28
<INCOME-PRETAX> (1,026)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,026)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,026)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
