<PAGE>
U.S. 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: June 30, 2000
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OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from: to
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Commission file number: 000-25855
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VendingData Corporation
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(Exact name of small business issuer as
specified in its charter)
Nevada 91-1696010
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6830 Spencer Street, Las Vegas, Nevada 89119
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(Address of principal executive offices)
(702) 733-7195
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(Issuer's telephone number)
CVI Technology, Inc.
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
YES NO
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
10,854,802 shares of common stock, $.001 par value, as of August 3, 2000
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Transitional Small Business Disclosure Format (check one);
YES NO X
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FORM 10-QSB
TABLE OF CONTENTS
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 18
EXHIBIT INDEX 19
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VENDINGDATA CORPORATION
BALANCE SHEET
(UNAUDITED)
June 30, 2000 December 31, 1999
----------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 425,488 $ 1,169,924
Accounts receivable, trade 2,082,164 150,074
Other receivables 83,931 192,794
Inventories 1,956,710 1,642,195
Prepaid expenses 83,963 290,921
----------------- -----------------
Total current assets 4,632,256 3,445,908
Property and equipment, including
revenue producing equipment, at cost, net
of accumulated depreciation of $918,164
and $532,797 2,672,160 2,851,637
Intangible assets, at cost, net of
accumulated amortization of $67,384
and $75,065 234,894 212,438
Deferred interest 682,020 611,119
Deposits 579,317 507,823
----------------- -----------------
$ 8,800,647 $ 7,628,925
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of leases payable $ 1,623,658 $ 1,266,631
Accounts payable 1,424,875 853,062
Accrued expenses 583,902 354,865
Accrued interest 133,654 95,209
Current portion of stockholder loans 110,224 105,130
Customer deposits 235,520 171,068
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Total current liabilities 4,111,833 2,845,964
Leases payable 3,172,291 2,480,394
Convertible debt 2,950,000 1,500,000
Stockholder loans 133,455 190,277
----------------- -----------------
Total liabilities 10,367,579 7,016,635
Stockholders' equity:
Common stock, $.001 par value,
40,000,000 shares authorized, 10,854,802
shares and 10,746,144 shares issued and
outstanding, respectively 10,854 10,746
Additional paid-in capital 17,238,757 16,956,363
Deficit accumulated during development
stage (18,816,543) (16,354,821)
----------------- -----------------
Total stockholders' equity (1,566,932) 612,289
----------------- -----------------
$ 8,800,647 $ 7,628,925
================= =================
See accompanying notes to unaudited financial statements.
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<TABLE>
VENDINGDATA CORPORATION
STATEMENT OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Sales $ 1,093,012 $ 80,945 $ 2,460,973 $ 98,650
Rental income 282,452 103,845 600,871 150,365
Other income 33,161 - 56,615 -
----------------- ----------------- ----------------- -----------------
1,408,625 184,790 3,118,459 249,015
Cost of sales 1,225,562 359,422 2,490,984 437,912
----------------- ----------------- ----------------- -----------------
Gross margin 183,063 (174,632) 627,475 (188,897)
General and administrative 955,167 1,218,138 1,890,813 2,143,036
Research and development 323,568 185,457 704,538 344,313
----------------- ----------------- ----------------- -----------------
(Loss) from operations (1,095,675) (1,578,227) (1,967,876) (2,676,246)
Interest expense, net 229,608 115,574 401,469 212,992
Interest expense - related parties 49,254 28,929 91,869 50,372
----------------- ----------------- ----------------- -----------------
278,862 144,503 493,338 263,364
----------------- ----------------- ----------------- -----------------
(Loss) before income taxes (1,374,537) (1,722,730) (2,461,214) (2,939,610)
Provision for income taxes 508 - 508 -
----------------- ----------------- ----------------- -----------------
Net income (loss) $ (1,375,045) $ (1,722,730) $ (2,461,722) $ (2,939,610)
================= ================= ================= =================
Basic earnings (loss) per share $ (0.13) $ (0.21) $ (0.23) $ (0.38)
================= ================= ================= =================
Weighted average shares outstanding 10,834,504 8,400,418 10,790,325 7,661,566
================= ================= ================= =================
See accompanying notes to unaudited financial statements.
</TABLE>
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<TABLE>
VENDINGDATA CORPORATION
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
Six Months Ended
-------------------------------------
June 30, 2000 June 30, 1999
----------------- -----------------
<S> <C> <C>
Net (loss) $ (2,461,722) $ (2,939,610)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 400,165 116,366
Amortization of deferred interest 150,554 78,433
Changes in assets and liabilities:
(Increase) decrease in trade accounts receivable (1,932,090) (145,267)
(Increase) decrease in other receivables 108,863 (55,305)
(Increase) decrease in inventory (314,515) (593,637)
(Increase) decrease in prepaid expenses 206,957 6,801
(Increase) decrease in other assets - -
Increase (decrease) in accounts payable 571,813 (135,564)
Increase (decrease) in accrued expenses 267,484 46,435
Increase (decrease) in customer deposits 64,452 59,584
----------------- -----------------
Total adjustments (476,317) (622,154)
----------------- -----------------
Net cash (used in) operating activities (2,938,039) (3,561,764)
----------------- -----------------
Cash flows from investing activities:
Acquisition of plant and equipment (220,689) (381,922)
Equipment produced and held for rental - (554,400)
Increase in patents and trademarks (22,455) (6,698)
Deposits (71,494) -
----------------- -----------------
Net cash (used in) investing activities (314,638) (943,020)
----------------- -----------------
Cash flows from financing activities:
Common stock sold for cash 282,502 4,028,923
Payment for rescinded stock subscription agreement - (450,000)
Repayment of long-term debt - (16,408)
Repayment of shareholder loans (51,728) (150,000)
Proceeds from leases payable 1,481,899 1,226,513
Repayment of leases payable (654,431) (264,247)
Proceeds from convertible debentures 1,450,000 1,900,000
Repayment of notes payable - (197,383)
----------------- -----------------
Net cash provided by financing activities 2,508,242 6,077,398
----------------- -----------------
Increase (decrease) in cash (744,435) 1,572,614
Cash and cash equivalents, beginning of period 1,169,924 200,749
Cash and cash equivalents,
end of period $ 425,489 $ 1,773,363
================= =================
See accompanying notes to unaudited financial statements.
</TABLE>
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VendingData Corporation
Notes to Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION.
The accompanying unaudited financial statements of VendingData Corporation (the
"Company") and its wholly-owned subsidiaries (collectively with the Company, the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
incorporated in Regulation 10-SB of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments and accruals) considered necessary for a fair presentation have been
included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's audited
financial statements for the year ended December 31, 1999, as included in the
Company's Annual Report on Form 10-KSB as filed with the Securities and Exchange
Commission on March 30, 2000.
Certain reclassifications have been made to amounts presented in prior periods
for comparability to the current period presentation.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
NOTE 2 - STATEMENT REGARDING COMPUTATION OF LOSS PER SHARE.
Fully diluted loss per share excludes any dilutive effects of options, warrants
and convertible securities. Fully diluted loss per share is not presented
because the effect would be anti-dilutive.
NOTE 3 - CONVERTIBLE DEBT.
On May 31, 2000, the Company cancelled the March 22, 2000, $200,000 10%
Convertible Note and corresponding Subscription Agreement with VIP's Industries,
an entity controlled by the Chairman of the Board of the Company, and entered
into a Subscription Agreement pursuant to which the Company issued a 9.5%
Convertible Note in the amount of $200,000. The debt accrues interest at 9.5%
per annum until its maturity on May 31, 2001 and is convertible into restricted
shares of the Company's common stock ("Common Stock") after May 31, 2001 at a
rate of $2.75 per share. The Company received proceeds of $1,000,000 from the
placement of a convertible note (the "Crabbe Note") in the second quarter of
2000. The Crabbe Note is with The James E. Crabbe Revocable Trust, a major
stockholder of the Company, the Trustee of which is a director of the Company.
The debt accrues interest at 9.5% per annum until its maturity on May 30, 2001
and is convertible into restricted shares of Common Stock after May 31, 2001 at
a rate of $2.60 per share. The Company received proceeds of $150,000 from the
placement of a convertible note (the "Huson Trust Note") in the second quarter
of 2000. The Huson Trust Note is with The Richard S. Huson Revocable Trust, a
major stockholder of the Company. The debt accrues interest at 9.5% per annum
until its maturity on June 9, 2001 and is convertible into restricted shares of
Common Stock after May 31, 2001 at a rate of $2.60 per share. The Company
received proceeds of $100,000 from the placement of a convertible note (the
"Eric Huson Note") in the second quarter of 2000. The Eric Huson Note is with
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Mr. Eric Huson, a director of the Company. The debt accrues interest at 9.5% per
annum until its maturity on June 1, 2001 and is convertible into restricted
shares of Common Stock after June 1, 2001 at a rate of $2.60 per share. For all
of the above convertible debt placements, the holder may elect to extend the
maturity date for up to four one-year periods. For each $50,000 of convertible
debt purchased by the respective holder, the holder also received 12,500
warrants to purchase Common Stock for $2.60 a share. The proceeds from the
convertible debt were used for general working capital purposes. The exemptions
from registration relied upon by the Company for this private placement were
Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
NOTE 4 - PRIVATE PLACEMENT OF COMMON STOCK.
On April 14, 2000, the Company entered into subscription agreements with four
individuals whereby these individuals agreed to purchase in the aggregate
108,655 shares of Common Stock for $2.60 per share for an aggregate subscription
amount of $282,503. The Company received the funds on April 18, 2000, and used
the proceeds from this private placement for general working capital purposes.
The exemptions from registration relied upon by the Company for this private
placement were Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D.
NOTE 5 - EQUIPMENT FINANCING.
For the three months ending June 30, 2000, the Company received proceeds of
$617,467 from a third-party leasing company through which the Company has
financed most of its furniture, equipment, and tooling.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
STATEMENT ON FORWARD-LOOKING INFORMATION
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, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such as
statements relating to plans for future expansion, capital spending, future
operations, sources of liquidity and financing sources. Such statements refer to
events that could occur in the future and may be identified by the use of words
such as "intend," "plan," "believe," correlative words, and other expressions
indicating that future events are contemplated. Such forward-looking information
involves important risks and uncertainties that could significantly affect
anticipated results in the future, and accordingly, such results may differ from
those expressed in any forward-looking statements made herein. These risks and
uncertainties include, but are not limited to, those relating to liquidity
requirements for the Company, the continued growth of the gaming industry, the
success of the Company's product-development, marketing and sales activities,
vigorous competition in the gaming industry, dependence on existing management,
gaming regulations (including actions affecting licensing and product
approvals), leverage and debt service (including sensitivity to fluctuations in
interest rates), domestic or global economic conditions, and changes in federal
or state tax laws or the administration of such laws. For a description of
additional risk factors and information related to forward looking statements,
see "Risk Factors and Forward-Looking Information" below.
OVERVIEW
The Company's primary business is the development, manufacturing and
marketing of various gaming concepts and products that increase the security,
productivity and profitability for the global gaming industry.
The Company has undergone two recent name changes and was previously
known as Casinovations Incorporated and CVI Technology, Inc.
From inception, the Company has been a "Development Stage Company"
performing research and development, product prototyping, and field testing of
products, developing of manufacturing capabilities, acquiring inventory,
developing distribution channels, staffing and obtaining a building with
sufficient capacity to house future growth. In the first quarter of 2000, the
Company had sufficient sales development and revenue growth such that the
Company is considered an operating company.
As of June 30, 2000, the Company had placed 384 Random Ejection
Shufflers(TM) (the "Shufflers") under rental contracts. The Company has the
majority of the parts required to build an additional 600 Shufflers.
Additionally, the Company has shipped 13,665 units of its SecureDrop(TM)
products in the first six months of 2000. On July 25, 2000, the Nevada Gaming
Control Board approved the Company's Continuous Random Ejection Shuffler(TM).
The Company believes that customer interest in both the Shuffler and
SecureDrop(TM) products continues to be very strong.
The following discussion summarizes the Company's results of operations
for the three months ended June 30, 2000 and 1999, the six months ended June 30,
2000 and 1999 and the Company's liquidity and capital resources.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
REVENUES. For the three months ended June 30, 2000, the Company
generated total revenues of $1,408,625 compared to $184,790 for the three months
ended June 30, 1999. The revenues for the three months ended June 30, 2000,
consisted of Shuffler rentals of $282,452, Shuffler sales of $371,275,
SecureDrop(TM) sales of $721,737, and other sales of $33,161. The Company
believes revenue will continue to increase through additional SecureDrop(TM)
sales, increases in the number of Shuffler sales through international
distributors and continued rental of Shufflers.
COST OF SALES. For the three months ended June 30, 2000, the cost of
sales was $1,225,562, compared to $359,422 for the three months ended June 30,
1999. The cost of sales for the three months ended June 30, 2000, consisted of
approximately $487,692 for SecureDrop(TM), $98,560 for depreciation expense
associated with the Shufflers held for rental, $168,018 for costs related to
servicing the Shufflers held for rental, $120,586 for costs related to sales of
the Shuffler, and $350,706 for labor and other manufacturing costs in excess of
the Company's estimated total manufacturing costs. The increase in cost of sales
was due to the increase in Shuffler sales and rentals and SecureDrop(TM) sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the three months
ended June 30, 2000, selling, general and administrative expenses decreased
approximately $262,971, or approximately 22%, to $955,167, compared to
$1,218,138 for the three months ended June 30, 1999. For the three months ended
June 30, 2000, selling, general and administrative expenses included: salaries
and related costs of $400,874; advertising and marketing services of $10,367;
gaming industry show costs of $849; travel and entertainment costs of $112,945;
printing and office expenses of $15,292; depreciation and amortization of
$73,921; office rent and utilities of $67,375; professional fees of $48,538; bad
debt accrual $192,529 and $32,477 in other miscellaneous expenses.
RESEARCH & DEVELOPMENT. For the three months ended June 30, 2000,
research and development expenses increased $138,111, or approximately 74%, to
$323,568, compared to $185,457 for the three months ended June 30, 1999. The
increase is due to increased efforts on the development of the Continuous Random
Ejection Shuffler(TM), finalizing the SecureDrop(TM) 3000 series and Mobile
Cart System. The Company believes research & development will continue to
increase through additional expenditures related to VendingData, a vending
machine notification service, and the continued development of the single deck
shuffler and the 3000 and 5000 series of SecureDrop(TM).
INTEREST EXPENSE. For the three months ended June 30, 2000, the Company
incurred interest expenses, net of interest income, of $278,862 compared to
$144,503 for the three months ended June 30, 1999. This increase was primarily
attributable to the increased borrowings by the Company.
NET INCOME (LOSS). For the three months ended June 30, 2000, the
Company had a net loss of $1,375,045, compared to a net loss of $1,722,730 for
the three months ended June 30, 1999. The decrease in net loss was primarily due
to continued development of the Company's customer base and the introduction of
and sales generated by the SecureDrop(TM) product line. Basic loss per share was
$0.13, based on 10,834,504 weighted average shares outstanding, for the three
months ended June 30, 2000, compared to $0.21, based on 8,400,418 weighted
shares outstanding, for the three months ended June 30, 1999.
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SIX MONTHS ENDED JUNE 30, 2000 AND 1999
REVENUES. For the six months ended June 30, 2000, the Company generated
total revenues of $3,118,459 compared to $249,015 for the six months ended June
30, 1999. The revenues for the six months ended June 30, 2000, consisted of
Shuffler rentals of $543,829, Shuffler sales of $651,910, SecureDrop(TM) sales
of $1,809,063, casino game rentals of $57,042 and other sales of $56,615. The
Company believes revenue will continue to increase through additional
SecureDrop(TM) sales, increases in the number of Shuffler sales through
international distributors and continued placement of Shufflers for rent. The
Company substantially reduced its casino game rental business in early 2000.
COST OF SALES. For the six months ended June 30, 2000, the cost of
sales was $2,490,984, compared to $437,912 for the six months ended June 30,
1999. The cost of sales for the six months ended June 30, 2000, consisted of
approximately $1,163,835 for SecureDrop(TM), $197,120 for depreciation expense
associated with the Shufflers held for rental, $449,356 for costs related to
servicing the Shufflers held for rental, $216,891 for costs related to sales of
the Shuffler, and $463,782 for labor and other manufacturing costs in excess of
the Company's estimated total manufacturing costs. The increase in cost of sales
was due to the increase in Shuffler sales and rentals and SecureDrop(TM) sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the six months ended
June 30, 2000, selling, general and administrative expenses decreased
approximately $252,223, or approximately 12%, to $1,890,813, compared to
$2,143,036 for the six months ended June 30, 1999. For the six months ended June
30, 2000, selling, general and administrative expenses included: salaries and
related costs of $791,296; advertising and marketing services of $37,034; gaming
industry show costs of $186,809; travel and entertainment costs of $184,981;
printing and office expenses of $79,169; depreciation and amortization of
$121,827; office rent and utilities of $151,791; professional fees of $85,466;
bad debt accrual of $192,529 and $59,911 in other miscellaneous expenses.
RESEARCH & DEVELOPMENT. For the six months ended June 30, 2000,
research & development expenses increased $360,225, or approximately 105%, to
$704,538 compared to $344,313 for the six months ended June 30, 1999. The
increase is due to increased efforts on the development of the Continuous Random
Ejection Shuffler(TM), on the completion of the SecureDrop(TM) 3000 series and
Mobile Cart System. The Company believes research & development will continue to
increase through additional expenditures related to VendingData, a vending
machine notification service, and the continued development of the single deck
shuffler and the 3000 & 5000 series of SecureDrop(TM).
INTEREST EXPENSE. For the six months ended June 30, 2000, the Company
incurred interest expenses, net of interest income, of $493,338 compared to
$263,364 for the six months ended June 30, 1999. This increase was primarily
attributable to the increased borrowings by the Company.
NET INCOME (LOSS). For the six months ended June 30, 2000, the Company
had a net loss of $2,461,722 compared to a net loss of $2,939,610 for the six
months ended June 30, 1999. The decrease in net loss was primarily due to
continued development of the Company's customer base and the introduction of and
sales generated by the SecureDrop(TM) product line. Basic loss per share was
$0.23, based on 10,790,325 weighted average shares outstanding, for the six
months ended June 30, 2000, compared to $0.38, based on 6,231,638 weighted
shares outstanding, for the six months ended June 30, 1999.
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LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW. As a result of the Company's efforts to transition from a
development stage company to an operating company, it has generated cash flow
deficits from operations, including cash used in operating activities of
$2,938,039 and $3,561,764 in the six months ended June 30, 2000 and 1999,
respectively. In addition, to fund its development activities, the Company used
cash in investing activities of $314,638 and $943,020 in the six months ended
June 30, 2000 and 1999, respectively. Consequently, the Company has been
substantially dependent on cash from financing activities to fund development
and operating activities, receiving cash from financing activities of $2,508,242
and $6,077,398 in the six months ended June 30, 2000 and 1999, respectively. The
Company will continue to require cash from financing activities for both its
current operating needs and to fund its anticipated expansion into non-gaming
areas until operations begin to generate sufficient cash flow to provide for
such cash requirements.
CASH AND WORKING CAPITAL. At June 30, 2000, the Company had cash, cash
equivalents and investments of $425,488, compared to $1,169,924 at December 31,
1999. At June 30, 2000, the Company's working capital was $520,423, compared to
$599,944 at December 31, 1999. At June 30, 2000, the Company's current ratio,
i.e. the ratio of current assets to current liabilities, was 1.13 compared to
1.21 at December 31, 1999. Until the Company's normalized cash flows from
operations are achieved, the Company will be relying upon existing cash
balances, accounts receivable, placements of debt or equity and institutional
sources of debt and equity capital for working capital purposes.
CASH FLOW. For the six months ended June 30, 2000, net cash used in
operating activities was $2,938,039, compared to $3,561,764 for the six months
ended June 30, 1999. Cash used in operating activities during the six months
ended June 30, 2000, is net of depreciation and amortization of $400,165,
compared to $116,366 for the six months ended June 30, 1999 and amortization of
deferred interest of $150,554 for the six months ended June 30, 2000 compared to
$78,433 for the six months ended June 30, 1999 and reflects increases in
accounts receivable of $1,932,090, compared to $145,267 for the six months ended
June 30, 1999; increases in inventory of $314,515, compared to $593,637 for the
six months ended June 30, 1999; a decrease in prepaid expenses of $206,957,
compared to a decrease of $6,801 for the six months ended June 30, 1999;
decreases in other receivables of $108,863, compared to an increase of $55,305
for the six months ended June 30, 1999; increases in accounts payable of
$571,813, compared to a decrease of $135,564 for the six months ended June 30,
1999; increases in accrued expenses of $267,484, compared to $46,435 for the six
months ended June 30, 1999; and an increase in customer deposits of $64,452,
compared to $59,584 for the six months ended June 30, 1999.
For the six months ended June 30, 2000, the Company used net cash in
investing activities of $314,638 compared to $943,020 for the six months ended
June 30, 1999. Cash used in investing activities for the six months ended June
30, 2000 consisted primarily of the acquisition of equipment and tooling in the
amount of $220,689, the acquisition of patents & trademarks in the amount of
$22,455 and $71,494 for deposits.
For the six months ended June 30, 2000, net cash provided by financing
activities was $2,508,242, compared to $6,077,398 for the six months ended June
30, 1999. The decrease is attributable to the Company beginning to generate cash
from sales of SecureDrop(TM) and Shufflers and its decreased reliance on cash
from financing. Cash from financing activities consisted of $282,502 from the
private placement of common stock, $1,450,000 from the placement of convertible
notes and proceeds of $1,481,899 from leases payable, reduced by the repayment
of leases payable of $654,431 and the repayment of shareholder loans of $51,728.
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CONVERTIBLE DEBT. On May 31, 2000, the Company cancelled the March 22,
2000, $200,000 10% Convertible Note and corresponding Subscription Agreement
with VIP's Industries, an entity controlled by the Chairman of the Board of the
Company, and entered into a Subscription Agreement pursuant to which the Company
issued a 9.5% Convertible Note in the amount of $200,000. The debt accrues
interest at 9.5% per annum until its maturity on May 31, 2001 and is convertible
into restricted shares of the Company's common stock ("Common Stock") after May
31, 2001 at a rate of $2.75 per share. The Company received proceeds of
$1,000,000 from the placement of a convertible note (the "Crabbe Note") in the
second quarter of 2000. The Crabbe Note is with The James E. Crabbe Revocable
Trust, a major stockholder of the Company, the Trustee of which is a director of
the Company. The debt accrues interest at 9.5% per annum until its maturity on
May 30, 2001 and is convertible into restricted shares of Common Stock after May
31, 2001 at a rate of $2.60 per share. The Company received proceeds of $150,000
from the placement of a convertible note (the "Huson Trust Note") in the second
quarter of 2000. The Huson Trust Note is with The Richard S. Huson Revocable
Trust, a major stockholder of the Company. The debt accrues interest at 9.5% per
annum until its maturity on June 9, 2001 and is convertible into restricted
shares of Common Stock after May 31, 2001 at a rate of $2.60 per share. The
Company received proceeds of $100,000 from the placement of a convertible note
(the "Eric Huson Note") in the second quarter of 2000. The Eric Huson Note is
with Mr. Eric Huson, a director of the Company. The debt accrues interest at
9.5% per annum until its maturity on June 1, 2001 and is convertible into
restricted shares of Common Stock after June 1, 2001 at a rate of $2.60 per
share. For all of the above convertible debt placements, the holder may elect to
extend the maturity date for up to four one-year periods. For each $50,000 of
convertible debt purchased by the respective holder, the holder also received
12,500 warrants to purchase Common Stock for $2.60 a share. The proceeds from
the convertible debt were used for general working capital purposes. The
exemptions from registration relied upon by the Company for this private
placement were Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D.
PRIVATE PLACEMENT OF COMMON STOCK. On April 14, 2000 the Company
entered into subscription agreements with four individuals whereby these
individuals agreed to purchase in the aggregate 108,655 shares of Common Stock
for $2.60 per share for an aggregate subscription amount of $282,503. The
Company received the funds on April 18, 2000, and used the proceeds from this
private placement for general working capital purposes. The exemptions from
registration relied upon by the Company for this private placement were Section
4(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
EQUIPMENT FINANCING. For the six months ended June 30, 2000, the
Company received proceeds of $1,597,467 from a third-party leasing company
through which the Company has financed most of its furniture, equipment, and
tooling.
OUTLOOK
Based on presently known commitments and plans, the Company believes
that it will be able to fund its operations and required expenditures for the
remainder of 2000 through cash on hand, cash flow from operations, cash from
private placements of debt or equity or from lease financing sources. In the
event that such sources are insufficient or unavailable, the Company will need
to seek cash from private and/or public placements of debt or equity,
institutional or other lending sources, sell certain assets or change operating
plans to accommodate such liquidity issues. No assurances can be given that the
Company will successfully obtain necessary liquidity sources.
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RISK FACTORS AND FORWARD-LOOKING INFORMATION
THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE
ACT. SUCH STATEMENTS REFER TO EVENTS THAT COULD OCCUR IN THE FUTURE AND MAY BE
IDENTIFIED BY THE USE OF WORDS SUCH AS "INTEND," "PLAN," "BELIEVE," CORRELATIVE
WORDS, AND OTHER EXPRESSIONS INDICATING THAT FUTURE EVENTS ARE CONTEMPLATED.
SUCH STATEMENTS ARE SUBJECT TO INHERENT RISKS AND UNCERTAINTIES, AND ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN OF THE RISK FACTORS SET FORTH BELOW AND
ELSEWHERE IN THIS REPORT. IN ADDITION TO THE OTHER INFORMATION CONTAINED HEREIN
AND THE RISK FACTORS DISCLOSED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE YEAR ENDED DECEMBER 31, 1999, INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS.
LIMITED OPERATING RESULTS; NO INDEPENDENT MARKET RESEARCH OF POTENTIAL
DEMAND FOR CURRENT OPERATIONS. Until January 2000, the Company was in the
development stage and has begun to achieve limited sales of its products. The
Company's activities have been limited to analyzing the gaming industry,
consulting with persons in the gaming industry, negotiating interim financing
arrangements, developing products, establishing a distribution network for its
products, marketing its products to the gaming industry, manufacturing its
products, applying for gaming approvals and commencing product sales. Although
the Company anticipates significant sales development and revenue growth through
the end of 2000, there is no guarantee that the Company will generate sufficient
revenue to sustain its operations. No independent organization has conducted
market research providing management with independent assurance from which to
estimate potential demand for the Company's business operations.
ADDITIONAL FINANCING WILL BE REQUIRED. Based on presently known
commitments and plans, the Company believes that it will be able to fund its
operations and required expenditures for the remainder of 2000 through cash on
hand, cash flow from operations, cash from private placement of debt or equity
or from lease financing sources. In the event that such sources are insufficient
or unavailable, the Company will need to seek cash from private and/or public
placements of debt or equity, institutional or other lending sources, sell
certain assets or change operating plans to accommodate such liquidity issues.
No assurances can be given that the Company will successfully obtain necessary
liquidity sources.
FOCUS ON NON-GAMING MARKETS. To date, the Company has developed,
manufactured, marketed and sold its products solely to the gaming industry. The
Company has recently begun to explore the expansion of its focus to the
non-gaming application of certain of its products and technology. The expanded
focus to non-gaming markets will have significant risks for the Company,
including, but not limited to, management's lack of experience in non-gaming
markets, the need to hire sales and technical persons with expertise in
non-gaming markets, additional research, development, distribution and marketing
expenses necessary to proceed into non-gaming application of the Company's
products and technology, significant competitive factors and forces applicable
to non-gaming markets and a variety of other factors. There is no assurance that
the Company will be able to successfully execute the strategy to expand a
significant portion of its marketing and product technology strategies to
non-gaming markets.
REGULATION. The gaming industry is a highly regulated industry and is
subject to numerous statutes, rules and regulations administered by the gaming
regulatory authorities of each jurisdiction. Generally, the Company and other
entities which seek to introduce gaming products or concepts into such
jurisdictions may be required to submit applications relating to their
activities or products (including detailed background information concerning
controlling persons within their organization) which are then reviewed for
approval. The Company may incur significant expenses in seeking to obtain
licenses for its gaming products and concepts, and no assurance can be given
that its products will be approved in any particular jurisdiction. The failure
to obtain such approval in any jurisdiction in which the Company may seek to
introduce its products or concepts could have a material adverse effect on the
Company's business.
INFLUENCE ON ELECTION OF DIRECTORS AND ALL OTHER MATTERS BY A
CONTROLLING STOCKHOLDER. A certain stockholder of the Company has voting power
over approximately 68% of the outstanding shares of common stock. As a result,
this stockholder will be able to influence the election of directors and all
other matters submitted to a vote of the Company's stockholders.
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UNCERTAINTY OF MARKET FOR COMPANY'S PRODUCTS. The Company has only
recently completed development and begun distribution of SecureDrop(TM).
Although the market appears to be receptive to the Company's products, there is
no guarantee that the market will remain receptive and that the Company's future
products will be received by the market in the same manner.
BENEFIT TO MANAGEMENT. The Company may, in the future, compensate the
Company's management with substantial salaries and other benefits. The payment
of future larger salaries, commissions and the costs of these benefits may be a
burden on the Company and may be a factor in limiting or preventing the Company
from achieving profitable operations in the future. However, the Company would
not continue to compensate management with such substantial salaries and other
benefits under circumstances where to do so would have a material negative
effect on the Company's financial condition.
STOCKHOLDERS MAY BEAR RISK OF LOSS. The capital stock of the Company is
at risk of complete loss if the Company's operations are unsuccessful.
COMPETITION. There is significant competition in the gaming industry.
The Company competes with established companies and other entities (many of
which possess substantially greater resources than the Company). Almost all of
the companies with which the Company competes are substantially larger, have
more substantial histories, backgrounds, experience and records of successful
operations, greater financial, technical, marketing and other resources, more
employees and more extensive facilities than the Company now has, or will have
in the foreseeable future. It is also likely that other competitors will emerge
in the near future. There is no assurance that the Company will continue to
compete successfully with other established gaming product manufacturers. The
Company shall compete on the basis of quality and price. Inability to compete
successfully might result in increased costs, reduced yields and additional
risks to the Company's stockholders.
RISKS OF PROPRIETARY PRODUCTS. The Company places its proprietary
products, except SecureDrop(TM), in casinos under short-term lease arrangements,
making these games susceptible to replacement due to pressure from competitors,
changes in economic conditions, obsolescence, and declining popularity. The
Company intends to maintain and expand the number of installed proprietary
products through enhancement of existing products, introduction of new products,
and customer service, but there can be no assurance that these efforts will be
successful. Introduction of new proprietary products involves significant risks,
including whether the Company will be able to place its products with casinos
and in non-gaming industries, the economic terms on which these industries will
accept the products, and the popularity of the products. The Company has filed
trademark and patent applications to protect its intellectual property rights in
certain of its trademarks and innovations on certain of its proprietary
products, respectively. At this time, however, the United States Patent and
Trademark Office has not acted upon all of these applications. There can be no
assurance that the pending patent or trademark applications will actually issue
as patents or trademark registrations or that any of these rights will not be
infringed by others. Certain of the Company's products do or may have
independent protection of the products and games themselves, and it is possible
that competitors could produce a similar product without violating any legal
rights of the Company. The Company intends to aggressively promote its
trademarks to build goodwill and customer loyalty. There can be no assurance,
however, that the Company will be successful in these efforts, that innovations
will be subject to legal protection, or that the innovations will give a
competitive advantage to the Company.
LACK OF DIVIDENDS. There can be no assurance that the operations of the
Company will become profitable. At the present time, the Company intends to use
any earnings which may be generated to finance the growth of the Company's
business.
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DEPENDENCE ON KEY INDIVIDUALS. The future success of the Company is
highly dependent upon the management skills of its key employees and the
Company's ability to attract and retain qualified key employees. The inability
to obtain and employ these individuals would have a serious effect upon the
business of the Company. The Company has entered into an employment agreement
with Steven J. Blad, its President and Chief Executive Officer. There can be no
assurance that the Company will be successful in retaining its key employees or
that it can attract or retain the additional skilled personnel required.
VULNERABILITY TO FLUCTUATIONS IN THE ECONOMY. Demand for the Company's
products is dependent on, among other things, general economic conditions and
international currency fluctuations which are cyclical in nature. Prolonged
recessionary periods may be damaging to the Company.
"PENNY" STOCK REGULATION OF BROKER-DEALER SALES OF COMPANY SECURITIES.
The Company does not presently meet the requirements for a NASDAQ Small Cap
Market listing. The OTC Bulletin Board has no quantitative written standards and
is not connected with the NASD. Until the Company obtains a listing on the
NASDAQ Small Cap Market, if ever, the Company's securities may be covered by
Rule 15g-9 under the Exchange Act which imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or
her spouse). For transactions covered by the rule, the broker-dealer must
furnish, to all investors in penny stocks, a risk disclosure document required
by Rule 15g-9 of the Exchange Act, make a special suitability determination of
the purchaser and have received the purchaser's written agreement to the
transaction prior to the sale. In order to approve a person's account for
transactions in penny stock, the broker or dealer must (i) obtain information
concerning the person's financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on the information
required by paragraph (i), that transactions in penny stock are suitable for the
person and that the person has sufficient knowledge and experience in financial
matters so that the person may reasonably be expected to be capable of
evaluating the risks of transactions in penny stock; and (iii) deliver to the
person a written statement setting forth the basis on which the broker or dealer
made the determination required by paragraph (ii) of this section, stating in a
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a designated security subject to the provisions of paragraph (ii)
of this section unless the broker or dealer has received, prior to the
transaction, a written agreement for the transaction from the person, which
states in a highlighted format immediately preceding the customer signature line
that the broker or dealer is required to provide the person with the written
statement and the person should not sign and return the written statement to the
broker or dealer if it does not accurately reflect the person's financial
situation, investment experience and investment objectives and obtain from the
person a manually signed and dated copy of the written statement. A penny stock
means any equity security other than a security (i) registered, or approved for
registration upon notice of issuance on a national securities exchange that
makes transaction reports available pursuant to 17 CFR 11Aa3-1; (ii) authorized
or approved for authorization upon notice of issuance, for quotation in the
NASDAQ system; (iii) that has a price of five dollars or more; or (iv) whose
issuer has net tangible assets in excess of $2,000,000 demonstrated by financial
statements dated less than fifteen months previously that the broker or dealer
has reviewed and has a reasonable basis to believe are true and complete in
relation to the date of the transaction with the person. Consequently, the rule
may affect the ability of broker-dealers to sell the Company's securities.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On August 8, 1998, Pinnacle Performance, Inc. ("Pinnacle") filed a
complaint (Case No. CV OC 9705098D) in the District Court of the Fourth Judicial
District of the State of Idaho, Ada County, Idaho, against the Company and a
former employee of Pinnacle (who is now an employee of the Company). The
complaint alleged claims for breach of contract and tortious interference with
contract. The Court granted summary judgment in favor of the Company and vacated
the trial. Plaintiff has appealed the granting of summary judgment in favor of
the Company, and oral argument before the Idaho Court of Appeals has been
scheduled for August 16, 2000.
On November 22, 1999, Moll Industries, Inc. ("Moll") filed a complaint
(Case No. 817296) against the Company in the Superior Court of the State of
California for the County of Orange, California. The second amended complaint
alleges claims for breach of contract, quantum meruit, an accounting, and
declaratory relief, and arises from a dispute between the parties regarding the
manufacture of parts for the Shuffler. The Company has answered Moll's Second
Amended Complaint and has filed a cross-complaint for breach of contract and
breach of implied covenant of good faith and fair dealing.
On May 18, 2000, Heath Electronics Manufacturing Corporation ("Heath")
filed a complaint (Case No. CV OC 00-02422D) against the Company in the District
Court of the Fourth Judicial District of the State of Idaho, Ada County, Idaho.
The Company has answered the Complaint, which requests payment for goods in the
amount of $89,569 plus interest and costs, and has filed a counterclaim alleging
claims for breach of contract, breach of express warranty, breach of the implied
warranty of merchantability, and breach of the implied warranty of fitness for a
particular purpose.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On April 14, 2000 the Company entered into subscription agreements with four
individuals whereby these individuals agreed to purchase in the aggregate
108,655 shares of Common Stock for $2.60 per share for an aggregate subscription
amount of $282,503. The Company received the funds on April 18, 2000, and used
the proceeds from this private placement for general working capital purposes.
The exemptions from registration relied upon by the Company for this private
placement were Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D.
The proceeds from the placement of convertible debt described in Note 3
to the financial statements contained in the Quarterly Report on 10-QSB were
used for working capital purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 19, 2000, through a written consent of stockholders,
stockholders holding approximately 67.72% of the outstanding shares of the
Company's common stock voted to approve, among other things, the amendment and
restatement of the Company's Articles of Incorporation providing for a change in
the Company's name from "CVI Technology, Inc." to "VendingData Corporation" and
the amendment and restatement of the Company's Bylaws to reflect the same.
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ITEM 5. OTHER INFORMATION.
On August 3, 2000, the Company learned that information contained in
its previous filings with the SEC and which pertains to Company Director, Ronald
O. Keil, is incorrect. Previous reports indicated that from August 1987 to May
1997, Mr. Keil was Chairman of the Board of Drypers Corporation. Mr. Keil,
instead, served, from August 1987 to August 30, 1991, as Chairman of the Board
of Verigon Corporation, which was sold, and the corporation's name changed to
Drypers Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
---------
Exhibit Number Description
-------------- -----------------------
27.01 Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
During the three month period ended June 30, 2000, the Company filed with the
Securities and Exchange Commission Current Reports on Form 8-K, dated as of: (i)
May 8, 2000, reporting the approval by the Company's Board of Directors of the
change in the name of the Company from "Casinovations Incorporated" to "CVI
Technology, Inc." and the creation of two wholly-owned subsidiaries; (ii) May
23, 2000, announcing the completion of the installation of its SecureDrop(TM)
System at eight casinos worldwide, the beginning of installations at four
additional casino properties in the United States, and the execution of
agreements for installation of its SecureDrop(TM) System at ten casino
properties worldwide; (iii) May 24, 2000 announcing the corporate name change of
Casinovations Operating Corporation to Casinovations Inc., a wholly-owned
subsidiary of CVI Technology, Inc.; (iv) June 2, 2000, announcing the
appointment of James E. Crabbe and Eric S. Huson on May 25, 2000 to serve as
members of the Company's Board of Directors, and the resignation of Jill Bayless
from the Board of Directors; (v) June 9, 2000, announcing the completion of
development of a new shuffler model, the Continuous Random Ejection
Shuffler(TM); (vi) June 21, 2000, announcing approval by the Company's Board of
Directors, and subject to stockholder approval, a change in the Company's name
from CVI Technology Inc. to VendingData Corporation to reflect the expansion of
the Company's business to industries outside the gaming industry; and (vii) June
28, 2000, announcing the delivery of fifty of its Random Ejection Shufflers(TM)
to the Soaring Eagle Casino and Resort in Mount Pleasant, Michigan, an
enterprise of the Saginaw Chippewa Indian Tribe of Michigan which represents the
single largest shuffler placement in the history of the Company's operations.
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
VendingData Corporation
---------------------------------------
(Registrant)
Date: August 14, 2000 By: /s/ Michael C. McDonald
---------------------------------------
Michael C. McDonald
Its: Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description Page Number
-------------- ----------------------- -----------
27.01 Financial Data Schedule 20
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EXHIBIT 27.01
FINANCIAL DATA SCHEDULE
