U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB\A
AMENDMENT NO. 1
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Fiscal Year Ended: December 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number 000-21991
ADVANCED GAMING TECHNOLOGY, INC.
(Name of small business issuer in its charter)
Wyoming 98-0152226
State or other jurisdiction of (I.R.S.
Employer
incorporation or organization Identification No.)
2482 - 650 West Georgia Street, P.O. Box 11610, Vancouver,
British Columbia V6B 4N9
(Address of principal executive offices) (Zip code)
Issuer's telephone number (604) 689-8841
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Common Stock Par Value $.005
(Title of Class)
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
required for the past 90 days. Yes No X
Total pages: 33
Exhibit Index Page: 31
Check if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year.
$ 1,155,035
As of March 31, 1997, there were
48,867,287 shares of the Registrant's common
stock, par value $0.005, issued and outstanding. The aggregate
market value of the Registrant's voting stock held by non-
affiliates of the Registrant was approximately
$32,600,000 computed at the average bid and asked price as of
March 31, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB
(e.g., Part I, Part II, etc.) Into which the document is
incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"):
Part III - The Registrant's definitive Proxy Statement for its
Annual Meeting of shareholders presently scheduled to be held
in May 1997.
Transitional Small Business Disclosure Format (check one):
Yes ; NO X
TABLE OF CONTENTS
Item Number and Caption
Page
PART I
Item 1.Description of Business........................................ 4
Item 2. Description of Property................................ 19
Item 3.Legal Proceedings................................................21
Item 4.Submission of Matters to a Vote of Security Holders......... 22
PART II
Item 5.Market for Common Equity and Related Stockholder Matters...... 22
Item 6.Management's Discussion and Analysis or Plan of Operations....... 27
Item 7.Financial Statements..............................................30
Item 8.Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.................................................30
PART III
Item 9.Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act....................30
Item 10.Executive Compensation...........................................30
Item 11.Security Ownership of Certain Beneficial Owners and Management...30
Item 12.Certain Relationships and Related Transactions...................30
Item 13.Exhibits and Reports on form 8-K............................ 31
PART I
ITEM I DESCRIPTION OF BUSINESS
General
Advanced Gaming Technology, Inc., a Wyoming corporation (the
"Company"), is engaged
in the design, assembly, supply, marketing and servicing of gaming
products, the core of which is its MAX Electronic Bingo Systems.
The Company is also engaged in developing and establishing gaming
and entertainment facilities in China and the Philippines, as well
as designing and developing a wireless, hand-held bingo unit for
use in the United Kingdom. In addition, the Company owns, through
one of its wholly-owned subsidiaries, 178 acres of undeveloped
property in Stone County, Missouri. The Company's common stock is
traded on the National Association of Securities Dealers, Inc.'s
(the "NASD's") OTC Bulletin Board Under the symbol "AGTI."
The Company was incorporated pursuant to the laws of the state
of Wyoming on November 20, 1963, under the name "MacTay Investment
Co." On June 19, 1987, the Company changed its name to "Auto N
Corporation." On April 22, 1991, the Company changed its name
again to "Advanced Gaming Technology, Inc." when it acquired all
of the assets and certain liabilities of Selectro Vision Ltd., a
California corporation, in exchange for 1,359,000 shares of the
Company's common stock, $.005 par value per share (the "Common
Stock").
The Company has seven wholly owned subsidiaries: Executive
Video Systems, Inc., a Maryland Corporation ("Executive Video"),
Palace Entertainment Limited, a Company organized under the laws of
the British Virgin Islands ("Palace Entertainment"), Branson
Signature Resorts, Inc., a Nevada Corporation ("Branson"), River
Oaks Holdings, Inc., a Missouri Corporation ("River Oaks"), Prisms,
Inc., a North Carolina Corporation ("Prisms"), Pleasure World Ltd,
a Company organized under the laws of the Bahamas ("Pleasure
World"), and A.G.T. Acceptance Corp., a Nevada Corporation ("A.G.T.
Acceptance Corp.").
Executive Video owns certain proprietary software and
technology relating to the MAX Bingo Systems, and prior to the
merger with the Company, operated five bingo locations (three
locations are currently operated by the Company). See "Description
of Business - Recent Acquisitions."
Palace Entertainment was organized in August 1996 to be a
joint venture partner with various entities in China for the
operation of entertainment centers in China. None of the
entertainment centers are presently in operation. See "Description
of Business - Proposed Operations in China."
Branson and its wholly-owned subsidiaries are a resort and
land developer located in Branson, Missouri which owned two
separate real estate properties: (i) a resort property with limited
existing development on site and (ii) 178 acres of undeveloped
property in Stone County, Missouri. On November 17, 1995, the
Company disposed of the resort property. The Company transferred
the 178 acres of undeveloped property to River Oaks and is
currently attempting to sell such property. See "Description of
Business - Real Estate Holdings."
Prisms, Inc. transferred certain patents to Prisms Bahamas
Ltd., a company organized under the laws of the Bahamas and a
wholly-owned subsidiary of Pleasure World ("Risms Bahamas") for the
development of bingo and other entertainment games which management
of the Company believes favorably complement the Company's MAX
Electronic Bingo Systems. Prisms has invented seven games under
the patents and Prisms Bahamas has trademarks in place for such
games. See "Description of Business - Recent Acquisitions."
The principal executive offices of the Company are located at
2482-650 West Georgia Street, P.O. Box 11610, Vancouver, British
Columbia, Canada, V6B 4N9. The Company also has a distribution
center in Phoenix, Arizona, a marketing office in Cleveland, Ohio,
and an office in Branson, Missouri, where its real estate holdings
are located.
OPERATING LOSSES. The Company has incurred net losses of
$5,629,961 and $8,983,277 for the fiscal years ended December 31,
1996 and December 31, 1995, respectively. Such operating losses
reflect developmental and other start-up activities. The Company
expects to incur significant losses in the near future. The
Company's operations are subject to numerous risks associated with
establishing any new business, including unforeseen expenses,
delays and complications. There can be no assurance that the
Company will achieve or sustain profitable operations or that it
will be able to remain in business.
FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING.
The Company has generated minimal revenues from product
distribution. Revenues are not yet sufficient to support the
Company's operating expenses and are not expected to reach such
levels during the next year. Since the Company's formation, it has
funded its operations and capital expenditures primarily through
private placements of debt and equity securities. See "Recent
Sales of Unregistered Securities." The Company expects that it
will be required to seek additional financing in the future. There
can be no assurance that such financing will be available at all or
available on terms acceptable to the Company.
GOVERNMENT REGULATION. The Company's operations are subject
to state and local gaming laws as well as various federal laws and
regulations governing business activities with Native American
Tribes. The state and local laws in the United States which govern
the lease and use of gaming products are widely disparate and
continually changing due to legislative and administrative actions
and judicial interpretations. If any changes occur in gaming laws
through statutory enactment or amendment, judicial decision or
administrative action restricting the manufacture, distribution or
use of some or all of the Company's products, the Company's present
and proposed business could be adversely affected. The operation
of gaming on Native American reservations is subject to the Indian
Gaming Regulatory Act ("IGR"). Under IGR certain types of gaming
activities are classified as Class I, Class II or Class III. The
Company's business will be impacted based upon how its products are
ultimately classified. See "Business - - Government Regulation" and
"Business - - Native American Bingo Operations."
RISK OF LOW-PRICED STOCKS. Rules 15g-1 through 15g-9
promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") impose sales practice and disclosure requirements
on certain brokers and dealers who engage in certain transactions
involving "a penny stock."
Currently, the Company's Common Stock is considered penny
stock for purposes of the Exchange Act. The additional sales
practice and disclosure requirements imposed on certain brokers and
dealers could impede the sale of the Company's Common Stock in the
secondary market. In addition, the market liquidity for the
Company's securities may be severely adversely affected, with
concomitant adverse effects on the price of the Company's
securities.
Under the penny stock regulations, a broker or dealer selling
penny stock to anyone other than an established customer or
"accredited investor"' (generally, an individual with net worth in
excess of $1,000,000 or annual incomes exceeding $200,000, or
$300,000 together with his or her spouse) must make a special
suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to sale,
unless the broker or dealer or the transaction is otherwise exempt.
In addition, the penny stock regulations require the broker or
dealer to deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the Securities and
Exchange Commission (the "SEC") relating to the penny stock market,
unless the broker or dealer or the transaction is otherwise exempt.
A broker or dealer is also required to disclose commissions payable
to the broker or dealer and the registered representative and
current quotations for the Securities. In addition, a broker or
dealer is required to send monthly statements disclosing recent
price information with respect to the penny stock held in a
customer's account and information with respect to the limited
market in penny stocks.
LACK OF TRADEMARK AND PATENT PROTECTION. The Company relies
on a combination of patent, trade secret, copyright and trademark
law, nondisclosure agreements and technical security measures to
protect its products. Notwithstanding these safeguards, it is
possible for competitors of the company to obtain its trade secrets
and to imitate it products. Furthermore, others may independently
develop products similar or superior to those developed or planned
by the Company. While the Company may obtain patents with respect
to certain of its products, the Company may not have sufficient
resources to defend such patents, such patents may not afford all
necessary protection and competitors may develop equivalent or
superior products which may not infringe such patents. See
"Business - - Patents and Trademarks."
PRODUCTS. The Company's MAX Electronic Bingo Systems
products currently include three different products:
MAX (PLUS). The MAX (PLUS) Bingo System is the first
proprietary electronic bingo system developed by the
Company. Approximately 170 MAX(PLUS)units are currently
in use in the United States.
MAX (PLUS) is designed to increase bingo revenue at
bingo halls, reduce administration costs and increase the
excitement of play and the opportunity for bingo players
to win. MAX (PLUS) gives players the opportunity to play
electronically up to 300 bingo cards simultaneously. The
maximum physical number of cards that an average bingo
player can manually daub (cover) is approximately 18.
The electronically operated MAX (PLUS) system keeps track
of each card and gives the player the option to display
on the screen those most likely to reach bingo first (6
to 300 cards at any given time). As the bingo numbers
are called they can be entered manually or automatically.
The manual setting keeps the players focused and feeling
part of the game as if they were playing a paper-based
system. The automatic setting lets the players relax and
concentrate on their paper daubing, if they are playing
paper as well, or eating, drinking or engaging in
conversation if they are not.
For the bingo hall operator, electronic bingo systems,
such as the MAX (PLUS) Bingo System, may increase the
revenue generated on a daily basis by allowing players to
play many more cards at a time. Concession stand sales
may also increase because players can consume greater
amounts within the same bingo session. By generating
greater gross revenues, the hall operator may be able to
increase the size of the prizes awarded and thereby
attract larger crowds. In addition, the MAX (PLUS) Bingo
System lets the operator track necessary financial and
analysis information by providing a fully integrated
accounting package.
MAX (LITE). The MAX (LITE) Bingo system is the newest
addition to the Company's electronic bingo product line.
It is a portable, hand-held electronic bingo unit which
stores up to 50 different games and allows users to play
up to 300 bingo cards per game. The unit measures 12" x
9" and offers many of the advantages of the MAX (PLUS)
system in a lightweight wireless package, which allows
players freedom of movement in the bingo hall, thus
increasing the players' enjoyment and the hall operators'
revenue. Approximately 300 MAX (LITE) units are
currently in use in the United States.
MAX (SPEED) is a pari-mutual system which has five
progressive jackpots with five different patterns for
each game. A percentage of player purchases can be
selected and allocated toward a jackpot, which allows a
jackpot to be offered on every game. MAX (SPEED) is a
high speed bingo game which can be played every 45/60
seconds. Approximately 30 MAX (SPEED) units are
currently in use in the United States.
SONIC BINGO. In addition to the products described above, the
Company entered into a Letter of Intent with Sega Gaming
Technology, Inc. ("Sega"), dated May 13, 1996 (the "Sega Letter of
Intent"), to manufacture and test Sonic Bingo, a new fast-action
electronic speed bingo game, which uses the Company's MAX (SPEED)
software. The Sega Letter of Intent provides for the creation of
a new corporation, to be owned sixty percent (60%) by Sega and
forty percent (40% ) by the Company.
Sonic Bingo is a high-stakes electronic speed bingo unit
capable of playing multiple cards simultaneously in sixty (60)
second intervals. The Sonic Bingo units will be available in
various styles capable of a accommodating from 4 to 250 stations.
The system is capable of being networked throughout gaming halls,
cruise ships, as well as an entire city or even a country
(depending upon regulatory approvals), which facilitates games
involving major progressive jackpots.
The Sonic Bingo prototype was introduced to the market at the
World Gaming Show in Las Vegas held from October 1 to October 4,
1996, and is being developed for introduction in 1997.
SALES AND MARKETING
The MAX Electronic Bingo Systems are leased to bingo halls by
a network of sales representatives and distributors, some of which
are employees of the Company and some of which are independent
contractors. The cost to the hall operator is based on a daily
lease rate per unit, which reduces the initial capital outlay of
the operator. The Company's MAX Electronic Bingo Systems
complement paper-based bingo halls. The Systems are modular and,
consequently, as their popularity builds, additional units can be
added to the systems. The Company is actively working to expand
its distribution network across North America and intends to
accelerate its expansion schedule as its network of distributors
increases.
TARGET MARKETS. Native American, charity, military, casino
and cruise line bingo operations are considered by the Company to
be prospective markets for the Company's electronic bingo systems.
Currently, the Company is focusing its marketing efforts on the
Native American and charity markets.
Initially, the Company has targeted the United States and
Canadian markets due to their size, proximity and familiarity.
Other world markets with significant bingo operations are the
United Kingdom, Australia, New Zealand and Europe. A large
potential for electronic bingo also exists in Asia and Central and
South America. The Company may pursue these and other
international markets in the future.
MARKET SEGMENTS. The key segments of the bingo market are as
follows:
HIGH STAKES NATIVE AMERICAN BINGO. There are presently
over 200 bingo operations located on Native American
reservations in the United States and Canada. The
largest bingo games in the United States are believed to
be run on Native American reservations. The bingo halls
located on these reservations typically seat between 300
and 2,000 players. Bingo games are conducted three to
seven days per week, playing up to 28 bingo sessions per
week. The Company currently has approximately 130 MAX
(PLUS) units and approximately 100 MAX (LITE) units in
use on Native American reservations.
CHARITY BINGO. Charity bingo sessions are conducted on
a regular basis by parochial, private and public schools,
churches, fraternal orders, sororities, little leagues,
symphony orchestras, cultural and civic organizations,
auxiliaries, various clubs, synagogues, day care centers,
retirement associations and most of other not-for-profit
organizations across the United States and Canada. Some
of these bingo operations, because of their small size or
infrequency of operation, are not candidates for
permanent electronic installations, although portable
electronic systems may be provided to certain operations
on a predetermined date and removed after completion of
the session.
In many states, it is legal for a number of charities to
associate with each other for the purpose of operating
bingo halls. In North America, it is estimated that the
majority of charity bingo is conducted in this manner.
Under this concept, the association leases a suitable
hall, plays bingo seven days per week, with a specific
charity accepting responsibility for operations each day
of the week. In the United States, this type of
operation is known as a "bingo barn." The result is a
bingo operation that is much more efficient than isolated
charity games. All of these charity bingo operations are
strong candidates for the electronic systems.
The Company currently has approximately 275
MAX (PLUS) units and approximately 150
MAX (LITE) units in use by charitable organizations.
REAL ESTATE HOLDINGS
On June 22, 1995, pursuant to an Agreement and Plan of
Reorganization by and among the Company, Branson Signature Resorts,
Inc. ("Branson") and certain shareholders of Branson, dated June 1,
1995 (the "Exchange Agreement"), the Company acquired all the
capital stock of Branson and its wholly-owned subsidiaries in
exchange for 5,999,820 shares of the Company's Common Stock.
Branson and its subsidiaries is a resort and land developer
located in Branson, Missouri, which owned two separate real estate
properties: (i) a resort property with limited existing development
on site and (ii) 178 acres of undeveloped property in Stone County,
Missouri. On November 17, 1995, the Company disposed of the resort
property by forfeiture to the mortgage holder. The Company is
currently attempting to capitalize on the 178 acres of undeveloped
property and has no present plans for the improvement or
development of such property.
The undeveloped property has been pledged to secure the
repayment of (i) promissory notes in an aggregate principal amount
of $1,339,792 bearing interest at nine percent (9%) per annum and
due in July 2002, (ii) a promissory note in the principal amount of
$60,812 bearing interest at ten percent (10%) per annum and due on
demand (iii) a promissory note in the principal amount of $464,286
bearing interest at 3% above the Chase Manhattan prime lending rate
and due in 2002 and (iv) convertible debentures in the aggregate
principal amount of $946,825 bearing interest at two percent (2%)
per month, compounded monthly, which are convertible into Common
Stock at $.40 per share of Common Stock until December 21, 1997.
RECENT ACQUISITIONS
PRISMS, INC. The Company entered into a Share Purchase
Agreement, dated September 26, 1996 (the "Prisms Agreement"), among
(i) the Company, (ii) Prisms, and (iii) the shareholders of
Prisms, to acquire all the issued and outstanding
shares of Prisms. The purchase price for the acquisition
was $600,000, payable in 300,000 shares of the
Company's Common Stock, with such shares having a deemed value of
$2.00 per share (the "Acquisition shares"). Prism's primary assets
are certain patents for the development of bingo and other
entertainment games which management of the Company believes
favorably complement the Company's MAX Electronic Bingo Systems.
Prisms has invented seven (7) games under the patents (the
"Patented Products") and has trademarks in place for the Patented
Products.
Pursuant to the Prisms Agreement, in the event the Acquisition
Shares do not trade at a minimum average closing price of $2.00 per
share as reported by the NASD for the ten (10) day trading period
preceding October 1, 1997, the Company is required to issue
additional shares of Common Stock so that the total value of the
Acquisition shares issued is equal to $600,000. In addition, upon
the receipt by the Company of $10,000 of net sales for a Patented
Product, the Company is required to issue an additional 28,572
shares of Common Stock, at a deemed value of $2.00 per share, for
each such Patented Product (the "Product Shares"). In the event the
issued Product Shares do not trade at a minimum average closing
price off $2.00 per share as reported by the NASD for a ten (10)
day trading period commencing 12 months after the issuance of the
Product Shares, the Company is required to issue additional shares
of Common Stock so that the total value of the Product Shares is
$57,144. The Company has not issued any Product Shares.
The former Prisms shareholders are also entitled to a royalty,
payable on a quarterly basis, equal to two percent (2%) of the net
sale price of the products after deduction of packaging and
shipping costs, allowances made for defective products, excise
duties, value-added taxes or other similar taxes charged or
included in the price to the customer.
EXECUTIVE VIDEO SYSTEMS, INC. On February 9, 1995, pursuant
to an Agreement of Sale between the Company and the shareholders of
Executive Video Systems, which owns certain proprietary software and
technology relating to the MAX Bingo Systems, the Company acquired
all of the capital stock of Executive Video. The aggregate
purchase price of $715,650 consisted of cash and a Promissory Note
in the principal amount of $515,650 (the "Promissory Note"), plus
a three percent (3%) royalty on the gross revenues from the sale or
lease of MAX (PLUS) until February 9, 1998. All of the capital
stock of Executive Video, as well as 250,000 shares of Common Stock
of the Company, are held in escrow as security for the Promissory
Note. During 1996, a total of $22,914 was paid in royalties, and
the outstanding amount on the Promissory Note was $94,200 at
December 31, 1996.
NATIVE AMERICAN BINGO OPERATIONS
The company currently has approximately 165 MAX
(PLUS) units and approximately 250 MAX (LITE)
units in use on Native American reservations in California,
Maryland, Iowa, New Mexico, Oklahoma and Washington.
THE INDIAN GAMING REGULATORY ACT. IGR Classifies games that
may be played on Native American land into three categories. Class
I gaming includes traditional Native American social and ceremonial
games and is regulated only by the tribes. Class II gaming
includes bingo, pull-tabs, lotto, punch boards, instant bingo,
certain card games played under limited circumstances and other
games similar to bingo if those games are played at the same
location where bingo is played. Class III gaming consists of all
forms of gaming that are not Class I or Class II, such as video
casino games, slot machines, most table games such as black jack,
craps and keno. Generally, Class II gaming may be conducted on
Native American lands if the state in which the Native American
reservation is located permits such gaming for any purpose by any
person. Class III gaming, on the other hand, may only be conducted
pursuant to a compact reached between the Native American tribe and
the state in which the tribe is located. See "Business - -
Government Regulation."
CHARITY OPERATIONS
The Company currently has approximately 275
MAX (PLUS) units and approximately 150 MAX
(LITE) units in use by charitable organizations in California.
PROPOSED OPERATIONS IN CHINA
GAOMING CITY, GUANGDONG, CHINA. In February 1995, the
Province of Guangdong, China granted a business license and
certificate of approval for the formation of a joint venture
between the Company and Gaoming City Santian Economic Development
Company, a company affiliated with the City of Gaoming, Guangdong,
China ("Santian") to manufacture and sell in China a variety of
electronic gaming machines, including the Company's electronic
bingo products. The Company will own eighty percent (80%) of the
joint venture and Santian will own twenty percent (20%). Pursuant
to the joint venture agreement, the Company will contribute the
technology and, in conjunction with a major gaming manufacturer,
will design and build the manufacturing facilities and provide
$5,000,000 in start-up capital. The Company is currently searching
for a major gaming manufacturers to pursue this project and to
provide the financing. Santian will contribute a twenty (20) acre
parcel of land for the manufacturing plant, offices in Gaoming City
and provide skilled labor, sales coordination and will acquire the
necessary development permits, zoning approvals and other required
permits and approvals. A finder's fee of 500,000 shares of the
Company's Common Stock was paid to a party in Hong Kong to
facilitate securing of the license and joint venture.
ENTERTAINMENT CENTERS. In August 1996, Palace Entertainment
entered into a joint venture agreement (the
"'Hainan Bosun Joint Venture Agreement") with Hainan Bosun Tourism
& Amusement Co. Ltd., a company organized under the laws of China
("Hainan Bosun") in Connection with the operation of a 23 seat Royal
Ascot Horse Racing Machine (the "Royal Ascot Unit") in Haikou,
Hainan Island, China. Under the Hainan Bosun Joint Venture
Agreement, Palace Entertainment is to provide the Royal Ascot unit
and is responsible for the operation, maintenance and repair of the
machine as well as the hiring of personnel to operate the machine.
Hainan Bosun is responsible for providing certain licenses and
permits required for the operation and certain other costs and
expenses. Palace Entertainment will receive sixty percent (60%)
and Hainan Bosun will receive forty percent (40%) of the revenues
(or losses) derived from the Royal Ascot Unit, after deduction of
certain expense. The Hainan Bosun Joint Venture Agreement
terminates in August 1999.
The Company purchased the Royal Ascot Unit from Sega pursuant
to a Purchase, Finance and Security Agreement, dated February 21,
1996 (the "Sega Purchase Agreement")..
In January 1996, the Company entered into a joint venture
agreement (the "Hainan Xin Joint Venture Agreement") with Hainan Xin
Dao Trading Limited ("Hainan Xin") in connection with the operation
of 150 slot/entertainment machines (the "Slot Machines") in Haikou,
Hainan Island, China. Under the Hainan Xin Joint Venture
Agreement, the Company is responsible for providing the Slot
Machines and working capital as well as managing the Slot Machines.
Hainan Xin is responsible for providing certain licenses and
permits required for the operation. The Company will receive
thirty two percent (32%) and Hainan Xin will receive sixty-eight
percent (68%) of the net profits.
Currently, neither of these centers is operational due to the
periodic nationwide clean up of various black market activities,
prostitution and gambling. This clean up campaign ended at or
about the end of July 1996, and entertainment centers, such as the
centers described above, which are not considered gambling and
therefore are legal, are gradually beginning to re-open and new
licenses are currently being issued. The Company is cautiously
optimistic that both of the entertainment centers described above
will be operational in the near future.
Y.K.L. CORPORATION. Due to delays caused aby the nationwide
clean up in China, the Company entered into a Letter of Agreement,
dated December 17, 1996 (the "Letter Agreement"), with Y.K.L.
Corporation, a company organized under the laws of the Philippines
("Y.K.L."), pursuant to which Y.K.L. has agreed to lease, for a
period of 120 days commencing on the date of installation, 25 of
the Company's Slot Machines, which were originally to be used in
the Hainan Xin Joint Venture, for use on Y.K.L.'s luxury ocean
liners. Under the Letter Agreement, the Company will receive
seventy percent (70%) of the gross revenues, after payment of
winnings, generated by the slot machines.
PROPOSED OPERATION IN THE PHILIPPINES
PASAY. The Company is pursuing approvals to import and
operate slot machines in the City of Pasay. The City of Pasay has
drafted an ordinance designating the Company as a licensed gaming
operation and a request from the Mayor of Pasay has gone to the
President of the Philippine's office seeking permission to enact
this ordinance under the Charter of the City of Pasay. The Company
is cautiously optimistic that the President will approve the
ordinance. The initial license fee is $400,000.
POLITICAL, LEGAL, ECONOMIC AND OTHER UNCERTAINTIES IN DEVELOPING
COUNTRIES
GENERAL.
The Company's proposed operations in China are subject to
political instability and government regulations relating to the
gaming industry and foreign investors. Any changes in regulations
or shifts in political conditions are beyond the control of the
Company and may materially adversely affect its business.
Corporations are affected in varying degrees by government
regulations with respect to restrictions on production of sales,
price controls, import/export controls, income tax, expropriation
of property and environmental legislation. Operations may also be
materially affected by political and economic instability, economic
or other sanctions imposed by other countries, terrorism, civil
wars, guerrilla activities, military repression, crime, extreme
fluctuations in currency exchange rates and inflation. The
stability of China and the Philippines may make it more difficult
for the Company to attain any required project financing from
lending institutions or private funding sources because such
lending institutions or private funding sources may be unwilling to
finance projects in these countries due to the investment risk.
DOING BUSINESS IN CHINA
JOINT VENTURES IN CHINA. Joint ventures between Chinese and
foreign parties in China take two basic forms: equity joint
ventures ("Equity JV's") and cooperative joint ventures
("Cooperative JV's"). Such entities are governed by the Law of the
People's Republic of China on Joint Ventures Using Chinese and
Foreign Investment and the Law of the People's Republic of China on
Chinese and Foreign Cooperative Joint Venture Enterprises,
respectively, and implementing regulations related thereto.
An Equity JV is a distinct legal entity established and
registered as a limited liability corporation. The parties to an
Equity JV have rights in the returns of the joint venture in
proportion to their respective joint venture interests. The
operations of Equity JV's are subject to a number of laws and
regulations governing such matters as registered capital, capital
distributions, accounting, taxation, foreign exchange, labor and
liquidation. Transfer of an interest in an Equity JV requires both
government approval and agreement among the parties. In addition,
the parties in an Equity JV cannot recover their investment of
registered capital until the expiration of the term of the joint
venture.
A Cooperative JV may be structured as a legal entity similar
to a partnership or as a limited liability company. Cooperative
JV's allow more flexibility in arrangements among the parties. For
example, the rights of a party to a Cooperative JV in it profits
need not correspond to its relative capital investment in the
venture. Cooperative JV's are subject to many of the same laws and
regulations as Equity JV's governing such matters as registered
capital, accounting, taxation, foreign exchange, labor and
liquidation. Transfer of an interest in a Cooperative JV also
requires both government approval and agreement among the parties.
RESTRICTIONS ON FOREIGN CURRENCY EXCHANGE. In order to meet
foreign currency obligations and remit dividends to foreign owners,
a joint venture operating in China must convert a portion of its
funds from the Chinese currency, the Renminbi (the "RMB"), to other
currencies. Because China controls its foreign currency reserves,
RMB earnings within China cannot be freely converted into foreign
currencies except with government permission and at institutions,
such as the People's Bank of China. In the event of shortages of
foreign currencies, joint ventures may be unable to convert
sufficient RMB into foreign currencies to enable them to comply
with their foreign currency payment obligations or to make
distributions to equity holders located outside of China.
The laws and regulations of China provide that only accounting
profits after payment of taxes, provision for losses for prior
years and contributions to special funds (for enterprise expansion,
employee welfare and bonuses and a general reserve), are available
for dividend distribution to the partners of a joint venture.
VOLATILITY OF EXCHANGE RATES. There has been significant
volatility in the exchange rates of RMB to U.S. Dollars in the
recent past and future exchange rates may also experience
significant volatility.
ENVIRONMENTAL REGULATION. The Company's proposed operations
in China will be subject to central, provincial and local
environmental protection laws and regulations, which currently
impose a uniform fee on industrial wastewater discharges and a
graduated schedule of pollution fees for the discharge of waste
substances in excess of applicable standards, require the payment
of fines for violations of laws, regulations or decrees and provide
for the possible closure by the central, provincial or local
government of any facility which fails to comply with orders
requiring it to cease or cure certain activities causing
environmental damage.
PROPOSED OPERATIONS IN THE UNITED KINGDOM
The Company entered into a Leasing and Service Agency
Agreement, dated September 15, 1996 (the "Service Agency Agreement")
with the Edward Thompson Group, a privately held corporation
established in 1867 and organized under the laws of the United
Kingdom ("Edward Thompson"). Edward Thompson has been producing
bingo tickets since 1957 and, the Company believes, is the leading
manufacturer and supplier of bingo paper and related products in
the United Kingdom.
The Service Agency Agreement requires the Company to use its
best efforts to engineer, manufacture, design and develop a
wireless electronic hand-held bingo unit named PartiMAX ("PartiMAX")
for the United Kingdom bingo market. Under the Service Agency
Agreement, Edward Thompson is responsible for, among other things,
the marketing, leasing, installation, training, customer service,
repair service, warranty and maintenance service of PartiMAX, and
for all administration and collection costs. Edward Thompson is
also responsible for obtaining all necessary United Kingdom
government approvals required for the sale of PartiMAX in the
United Kingdom.
Under the Service Agency Agreement, until the aggregate
revenue received by the parties equals the lesser of 500,000 pounds
sterling or the Company's documented cost of the design,
engineering and development of PartiMAX, Edward Thompson will
receive (40%) and the Company will receive (60%) of the gross
revenues generated from the leasing, installation and maintenance
of PartiMAX in the United Kingdom, and thereafter, both parties
will receive fifty percent (50%) of the gross revenues. The
Company has not received any revenues to date in connection with
the Service Agency Agreement.
The Company unveiled a prototype of the PartiMAX unit at the
International Casino Exhibition Show which was held in London,
England in late January 1997.
PARTICIPATION AGREEMENT WITH FORTUNE ENTERTAINMENT CORPORATION
The Company entered into an Agreement, dated July 17, 1996
(the "Participation Agreement"), with Fortune Entertainment
Corporation, a company organized under the laws of the Bahamas
("Fortune Entertainment"), under which Fortune Entertainment has the
right to receive a participating interest in the Company's various
international businesses (China, Philippines and United Kingdom) as
well as having the option to provide funding for the Company's
MAX(LITE) handset on a lease basis.
Under the Participation Agreement, Fortune Entertainment
acquired or has the right to acquire the following interests:
Upon receipt by the Company of $2,000,000 with respect to
the Company's gaming projects in China, a fifty percent
(50%) interest in the Company's interest in the Company's
gaming projects in China for $250,000 to be paid to the
Company. Fortune Entertainment is also entitled to
acquire a fifty percent (50%) interest in each additional
slot parlor project in China by payment of $250,000 with
respect to each such project. Fortune Entertainment will
be required to pay its pro rata share of the expenses and
liabilities of the project. Fortune Entertainment is
also entitled to appoint one representative to the board
of directors of each joint venture for every two
directors appointed by the Company. See "Business - -
Proposed Operations in China."
The right to acquire twenty five (25%) of the Company's
interest in each slot machine in the City of Pasay,
Philippines, for $250. Fortune Entertainment will also
receive a minimum of twenty percent (20%) in the complete
City of Pasay project upon the receipt of the Company of
an aggregate of $1,000,000 with respect to the slot
machines. See "Business - - Proposed Operations in the
Philippines."
The right to participate in the revenues received from
the leasing of the first 3,000 MAX(LITE) handsets.
Fortune Entertainment paid $1,000,000 in two separate
payments, in exchange for the right to receive $1.25 per
day per MAX(LITE) handset during the first year, $.75 per
day per MAX(LITE) handset during the second year and $.25
per day per MAX(LITE) handset during the third and fourth
years, based upon a 6-day week and 52 week year. See
"Business - - Products."
The right to acquire up to a fifteen percent (15%)
carried interest in the Company's bingo projects
currently being developed in the United Kingdom for
$600,000 to be paid to the Company. Fortune
Entertainment must pay its pro rata share of the costs
and liabilities of the United Kingdom bingo projects. On
October 31, 1996, Fortune Entertainment exercised its
right and paid the Company $600,000.
The right to acquire an 18.75% interest in the Company's
interest in the development of the Sega Sonic Bingo game
in exchange for $7,50,000 to be paid on or before
September 30, 1996, of which $390,000 was paid to the
Company on September 30, 1996. The Company and Fortune
Entertainment are currently negotiating the terms with
respect to an extension of the exercise date and payment
terms.
The right to acquire a fifty percent (50%) interest in
the Company's interest in the Sega Royal Ascot Horse
Racing Machine for approximately $375,000 for every unit
installed. See "Business - - Proposed Operations in
China - - Entertainment Centers."
If Fortune Entertainment exercises all of its rights under the
Participation Agreement, the Company will receive approximately
$5,725,000 for participating in the various ventures of the
Company. As at December 31, 1996, Fortune Entertainment had
provided the Company with $990,000.
GOVERNMENT REGULATION
In the United States, bingo is a legal gambling enterprise in
the District of Columbia and all states, except Utah and Hawaii.
In 46 of those states, it must be operated either by, or in
association with, a not-for-profit organization. The two states
where it may be played under private ownership for profit are
Nevada and certain parts of Maryland. In any of the 48 states
where bingo and other forms of gaming are legal, bingo may be
played on tribal lands under tribal ordinance and with licensing
approval by the tribes without state regulation.
In each of the states where bingo is legal, the opening and
operation of a game requires a license. In other states licensing
is controlled at the state level. In some states it is controlled
and issued at the local level. Some states have formed and
maintain formal gaming commissions. In several states, the gaming
commissions require that distributors, manufacturers and suppliers
of bingo products and equipment as well as their sales
representative obtain licenses. State regulations may limit the
amount of revenues which the Company can generate by limiting the
number of sessions, revenues per session, number of locations which
may be operated, or other matters. The application for
administrative approval by the Nevada Gaming Control Board to
market and operate the Company's electronic bingo systems was filed
to obtain access to the Nevada market. The Company has also
submitted applications for licenses in several states where it
expects to conduct business.
The state and local laws in the United States which govern the
lease and use of gaming products are widely disparate and
continually changing due to legislative and administrative actions
and judicial interpretations. If any changes occur in gaming laws
through statutory enactment or amendment, judicial decision or
administrative action restricting the manufacture, distribution or
use of some or all of the Company's products, the Company's present
and proposed business could be adversely affected.
Currently, the Company is leasing the majority of its products
to casinos and bingo halls operated by Native Americans. Under IGR
certain types of gaming activities are classified as Class I, Class
II or Class III. Class I gaming includes traditional Native
American Social and ceremonial games and is regulated only by the
tribes. Class II gaming includes bingo, pull-tabs, lotto, punch
boards, instant bingo, certain card games played under limited
circumstances and other games similar to bingo if those games are
played at the same location where bingo is played. Class III
gaming consists of all forms of gaming that are not Class I or
Class II, such as video casino games, slot machines, most table
games such as black jack, craps and keno. Generally, Class II
gaming may be conducted on Native American lands if the state in
which the Native American reservation is located permits such
gaming for any purpose by any person. Class III gaming, on the
other hand, may only be conducted pursuant to a compact reached
between the Native American tribe and the state in which the tribe
is located. The Company's business will be impacted based upon how
its products are ultimately classified.
No assurances can be given that any of the Company's contracts
will be renewed upon the expiration of their term or that, if
renewed, the terms and conditions thereof will be favorable to the
Company, nor can any assurances be given that a tribe or tribes
will not cancel any of such agreements prior to expiration of their
stated term. A failure to renew such contracts upon terms
favorable to the Company or the cancellation of a significant
number of such contracts would have a material adverse effect upon
the Company's business and results of operations.
COMPETITION
The fixed-base electronic bingo system market is presently an
established niche market in the bingo industry, but the portable
electronic bingo market has yet to be penetrated to any significant
degree. The Company believes it is well positioned to be one of
the most advanced video style, fixed-base bingo product and state-
of-the-art portable electronic bingo systems.
The Company believes it has approximately five main
competitors, most of which have substantially greater financial,
marketing and technological resources than the Company. In
addition, since electronic bingo comprises only a very small
segment of the industry, it is conceivable that there will be new
products and new companies entering this area of business.
Notwithstanding this, the Company's management is of the opinion
that with its constant upgrading of its product and introduction of
new products, the Company will be able to attain a meaningful share
of this relatively untapped market.
PATENTS AND TRADEMARKS
The Company relies on a combination of patent, trade secret,
copyright and trademark law, nondisclosure agreements and technical
security measures to protect its products. Notwithstanding these
safeguards, it is possible for competitors of the Company to obtain
its trade secrets and to imitate its products. Furthermore, others
may independently develop products similar or superior to those
developed or planned by the Company. While the Company may obtain
patents with respect to certain of its products, the Company may
not have sufficient resources to defend such patents, such patents
may not afford all necessary protection and competitors may develop
equivalent or superior products which may not infringe such
patents.
RESEARCH AND DEVELOPMENT
During the fiscal years ended December 31, 1996 and 1995,
research and development expenses of the Company totaled
approximately $1,691,546 and $2,180,865 respectively. During 1996
and 1995 the majority of research and development expenses were
relating to the development of MAX (LITE), the refinement of MAX
(PLUS), and development of Parti MAX.
EMPLOYEES
As of March 5, 1997, the Company had 30 full-time employees,
none of whom is represented by an labor union.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's principal executive offices are located in
Vancouver, British Columbia, Canada. In addition, the Company has
a distribution center in Phoenix, Arizona, a marketing office in
Cleveland, Ohio and an office in Branson, Missouri, where its real
estate holdings are located. The Company believes that such
facilities are adequate to the Company's needs for the foreseeable
future.
Pursuant to lease dated March 13, 1995 and amended February
22, 1996 (the "Vancouver Lease"), the Company leases approximately
4,252 square feet in Vancouver, British Columbia for its principal
executive office. The annual base rent under the Vancouver Lease
is CDN $34,788. The Vancouver Lease expires on March 31, 2000.
Pursuant to a lease dated July 1, 1996 (the "Phoenix Lease"),
the Company occupies 4,160 square feet as its showroom and
distribution center in approximately $28,595. The Phoenix Lease
expires June 30, 1999.
Pursuant to a lease, dated May 31, 1996 (the "Westlake Lease"),
the Company leases approximately 781 square feet in Westlake, Ohio.
The annual base rent under the Westlake Lease is $10,934. The
Westlake Lease expires May 31, 1997.
The Company's wholly-owned subsidiary, River Oaks Holding,
Inc. ("River Oaks"), leases approximately 900 square feet in
Branson, Missouri pursuant to an Office Space Lease dated November
1, 1996 (the "Branson Lease"). River Oaks pays $300 per month rent
under the Branson Lease. The Branson Lease expires April 30, 1997.
On June 22, 1995, pursuant to the Exchange Agreement, the
Company acquired all the capital stock of Branson and its wholly-
owned subsidiaries in exchange for 5,999,820 shares of the
Company's Common Stock. Branson is a resort and land developer
located in Branson, Missouri, which owned two separate real estate
properties: (i) a resort property with limited existing development
on site and (ii) 178 acres of undeveloped property in Stone County,
Missouri. On November 17, 1995, the Company disposed of the resort
property by forfeiture to the mortgage holder. The Company is
currently attempting to capitalize on the 178 acres of undeveloped
property and has no present plans for the improvement or
development of such property. However, the Company is negotiating
with an entity interested in the development of a portion of it's
Branson, Missouri property.
The undeveloped property has been pledged to secure the
repayment of (i) promissory notes in an aggregate principal amount
of $1,339,792 bearing interest at nine percent (9%) per annum and
due in July 2002, (ii) a promissory note in the principal amount of
$60,812 bearing interest at ten percent (10%) per annum and due on
demand, (iii) a promissory note in the principal amount of $464,286
bearing interest at three percent (3%) above the Chase Manhattan
prime lending rate and due in 2002 and (iv) convertible debentures
in the aggregate principal amount of $946,825 bearing interest at
two percent (2%) per month, compounded monthly, which are
convertible at $.40 per share of Common Stock until December 21,
1997.
ITEM 3. LEGAL PROCEEDINGS
In addition to ordinary routine litigation incidental to its
business operation, which the Company does not believe, in the
aggregate, will have a material adverse effect on the Company, or
its operations, the Company is engaged in the following lawsuits:
Braintech, Inc. ("Braintech") filed a statement of claim in the
Supreme Court of British Columbia on November 24, 1995 and amended
on March 26, 1996 claiming default by the Company on three
promissory notes. Braintech is claiming damages in the amount of
$200,000, plus interest of ten percent (10%) per annum, and costs.
The Company has filed a statement of defense denying the material allegations
of the statement of claim and has opposed a motion fur summary
judgement.
In January 1996, Tierra Corporation ("Tierra") commenced an
action in the Circuit Court of Stone County, Missouri, claiming
that River Oaks Resort and Country Club, Inc.
a Texas corporation and a subsidiary of Branson ("River Oaks
Resort") defaulted on a promissory note. Judgments sought in
the principal amount of $74,105, plus interest since October 18,
1995, at 10% per annum. An answer has been filed on behalf of
River Oaks Resort averring that Tierra has not performed
conditions precedent to assessing any deficiency and that no
accounting regarding the disposition of security for such note has
been provided and, in addition, a counter claim asserting Tierra
disposed of stock collateral in a commercially unreasonable manner.
Preliminary discovery has occurred but no depositions have been
taken.
In February 1996, P.D.I., LLC, a Missouri limited liability
company ("PDI") commenced an action in the Circuit Court of Stone
County Missouri, claiming breach of a real estate purchase agreement which
in part, provided for the construction of a sewage treatment
facility for which damages are claimed, including the awarding
to PDI of all escrow funds, costs and expenses incurred by PDI over
and above the amount of escrow funds and cost and expenses,
including attorney fees in connection with the commencement of the
action. In response, the Company and River Oaks Resort have
counterclaimed for damages, in an amount to be determined at trial,
incurred when plaintiff PDI withdrew funds from the escrow fund
created for construction of the sewage treatment facility and the
permit application for construction approval by the Missouri
Department of Natural Resources. Moreover, a claim has also been
made by River Oaks Resort and the Company that subsequent
development attempted by PDI has encroached upon property
development belonging to River Oaks Resort and the Company
without right to do so, including damages for disruption resulting
therefrom.
In April 1996, Larry Newman ("Newman") commenced a mechanics'
lien in the Circuit Court of Stone County, Missouri, seeking
$177,282, plus interest, for excavation work performed during the
period between July 19, 1995 to September 25, 1995 on a road across
the River Oaks development in Stone County. Thereafter, on or
about June 24, 1996, Jack L. Holt ("Holt") filed a similar petition
in the Circuit Court of Stone County, Missouri, claiming a
mechanics' lien for engineering and land surveying during the
period May 16, 1995 to July 4, 1995 for a road across the River
Oaks development property in the amount of $9,610, plus interest.
The Holt case has now been consolidated in the case originally
filed by Newman. The Company has filed a counterclaim alleging
Newman and Holt extended the road beyond the boundaries of the
River Oaks development property onto land owned by Sunset Cove,
Ltd., a Missouri corporation. The court has since ordered Sunset
Cove, Ltd. joined as a party needed for just adjudication.
Discovery has not yet commenced.
On November 15, 1996, Fortunet, Inc., a Nevada corporation
("Fortunet"), filed a patent infringement claim in the United
States District court Southern District of California against
the company and certain other companies which manufacture and
distribute electronics bingo systems, claiming that the defendants,
including the Company, infringed Fortunet's United States Patent
No. 4,624,462 (the "Patent"). Fortunet seeks to enjoin the
defendants from any further alleged infringement of the Patent and
is seeking actual and enhanced damages as well as attorneys fees
and other costs.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
quarter ended December 31, 1996.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION. The Company's Common Stock is traded on
the NASD's OTC Bulletin Board under the symbol "AGTI." The
following table presents the high and low bid quotations for the
Common Stock as reported by the NASD for each quarter during the
last two years. Such prices reflect inter-dealer quotations
without adjustments for retail markup, markdown or commission, and
do not necessarily represent actual transactions.
Year Period Low High
1995 Second Quarter $ .69 $ 1.69
Third Quarter .28 1.13
Fourth Quarter .16 .44
1996 First Quarter .25 .99
Second Quarter .64 2.19
Third Quarter .99 1.61
Fourth Quarter .49 1.26
1997 First Quarter .45 1.04
DIVIDENDS. The Company has never declared or paid any cash
dividends. It is the present policy of the Company to retain
earnings to finance the growth and development of the business and,
therefore, the Company does not anticipate paying dividends on its
Common Stock in the foreseeable future.
The number of shareholders of record of the Company's Common
Stock as of February 28, 1997 was 290.
RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth certain information regarding sales
of, and other transactions with respect to, securities of the
Company issued within the past three years, which sales and other
transactions were not registered pursuant to the Securities Act of
1933, as amended (the "Securities Act"). Unless otherwise
indicated, no underwriters were used in such transactions.
On August 23, 1994, the Company issued 500,000 shares of
Common Stock to a non-U.S. resident in an offshore transaction as
a finder's fee in connection with the securing of the license and
joint venture in the City of Gaoming, Guangdong, China. The shares
were issued pursuant to the exemption afforded by Regulation S
under the Securities Act. See "Business - - Proposed Operations in
China."
On June 22, 1995, pursuant to the Branson Exchange Agreement,
the Company acquired all the capital stock of Branson and its
wholly-owned subsidiaries in exchange for the issuance of 5,999,820
shares of the Company's Common Stock to the shareholders of
Branson, of which 3,423,720 were issued pursuant to the exemption
afforded by Regulations S under the Securities Act and 2,576,100
were issued pursuant to the exemption afforded by Section 4(2) of
the Securities Act.
In December 1995, the Company issued 6,666,666 shares of
Common Stock to Paragon Holdings Ltd, a corporation registered in
the Bahamas, at a price of $.15 per share for net proceeds to the
Company of $1,000,000. The shares were issued in reliance upon the
exemption afforded by Rule 504 of Regulation D of the Securities
Act.
In December 1995, the Company issued a convertible promissory
note (the "December 1995 Note") in the principal amount of $70,000
to a non-U.S. resident in an offshore transaction for net proceeds
to the Company of $70,000. The December 1995 Note was converted
into 100,000 shares of Common Stock. The December 1995 Note and
the shares issued upon conversion were issued pursuant to the
exemption afforded by Regulations S under the Securities Act.
Pursuant to a Subscription Agreement, dated December 20, 1995,
the Company sold to S.D.A. List Brokers, Inc., a company organized
under the laws of Bermuda (the "Purchaser"), 600 Convertible
Debenture Units, with 450 issued on December 20, 1995 and 150
issued on January 19, 1996 for an aggregate purchase price of
$600,000. Each Convertible Debenture Unit is comprised of a
convertible debenture (the "Convertible Debenture") in the principal
amount of $1,000 and 3333.33 transferable and detachable warrants
to purchase shares of the Company's Common Stock (the "Warrants").
The Purchaser is also entitled to a bonus payment of $150,000 per
year payable each December 20th of 1996, 1997, 1998 and 1999. The
bonus payment for 1996 was not paid by the Company and was added to
the principal amount owed to the Purchaser. The Convertible
Debentures bear interest at the rate of two percent (2%) per month,
compounded monthly, and are convertible at a conversion price of
$.40 per share of Common Stock until December 20, 1997. The
Warrants are exercisable until December 21, 1997 at an exercise
price of $.40 per share of Common Stock. The Purchaser has the
option to acquire an additional 1,000 Convertible Debenture Units.
The Convertible Debenture Units, including the Convertible
Debentures and Warrants were issued pursuant to the exemption
afforded by Regulations S under the Securities Act.
On June 22, 1995, pursuant to the Branson Exchange Agreement,
the Company acquired all the capital stock of Branson and its
wholly-owned subsidiaries in exchange for the issuance of 5,999,820
shares of the Company's Common Stock to the shareholders of
Branson, of which 3,423,720 shares were issued pursuant to the
exemption afforded by Regulations S under the Securities Act and
2,576,100 shares were issued pursuant to the exemption afforded by
Section 4 (2) of the Securities Act.
In May, 1996, the company issued 200,000 shares of Common
Stock to Firoz Lakhani and 250,000 shares of Common Stock to Robert
C. Silzer, Sr. as signing bonues in connection with the execution
of such officer's employment agreements. The shares were issued
pursuant to the exemption afforded by section 4 (2) of the
Securities Act. See "Remuneration of Directors and Offices -
Employment Agreements."
On September 26, 1996, the Company entered into an Agreement
with Prisms, Inc., a corporation organized under the laws of the
State of North Carolina, to acquire all the issued and outstanding
shares by the Company issuing 300,000 shares of Common Stock of the
Company. The Company relied upon the exemption afforded by Section
4(2) of the Securities Act. See "Business - - Recent Acquisitions
- - - Prisms, Inc."
The Company and River Oaks Resort borrowed $1,125,000 from Transworld
Capital Ltd., a limited liability company organized under the laws
of the Cayman Islands ("Transworld") pursuant to a promissory note
dated December 10, 1994 in the principal amount of $1,125,000 (the
"Transworld Note"). In June 1995, River Oaks Resort, the
Company and Transworld agreed to amend the promissory note pursuant
to which Transworld was issued 608,000 shares of the Company's
Common Stock and a promissory note in the amount of $500,000 by
River Oaks Resort and the Company to Transworld in
exchange for cancellation of the Transworld Note. The Company
relied upon the exemption afforded by Section 4(2) of the
Securities Act.
In January 1996, the Company issued an aggregate of $500,000
in convertible promissory notes (the "January 1996 Notes") and
warrants (the "January 1996 Warrants") to non-U.S. residents in an
offshore transaction for net proceeds to the Company of $500,000.
The January 1996 Notes are interest bearing, at the United States
Base Rate and are all due in July 1997. At January 9, 1997, the
United States Base Rate was 8.5%. The January 1996 Notes are
convertible at the option of the holder into shares of Common Stock
of the Company at a conversion price of $.25 per share. The
January 1996 Warrants have an exercise price of $.50 per share and
are exercisable until July 1997. The Company relied upon the
exemption from registration afforded by Regulation S. Robert Hand
received a finder's fee of $50,000 for placing certain of the
January 1996 Notes in the form of a convertible promissory note
(the "Hand Note") bearing interest, unless converted, at the United
States Bank Prime Rate. The Hand Note is convertible until July
1997 at the option of the holder into shares of Common Stock of the
Company at a conversion price of $.25 per share. The Company
relied upon the exemption afforded by Regulation S of the
Securities Act for the issuance of the Hand Note.
The Company also issued in January 1996 a convertible
promissory note in the principal amount of $250,000 (the "8.5%
January 1996 Note") to a non-U.S. resident in an offshore
transaction for net proceeds to the Company of $250,000. The 8.5%
January 1996 Note bears interest at 8.5% per annum and is due on
January 20, 1997. The Company is currently negotiating an
extension of the 8.5% January 1996 Note. The 8.5% January 1996
Note is convertible into 781,250 shares of the Company's Common
Stock at a conversion price of $.32 per share. The Company relied
upon the exemption from registration afforded by Regulation S under
the Securities Act.
The Company also issued in February 1996 a convertible note in
the principal amount of $200,000 (the "February 1996 Note") and
warrants (the "February 1996 Warrant") to a non-U.S. residents in
an offshore transaction for net proceeds to the Company of
$200,000. The February 1996 Note, unless converted, bears interest
at the rate of the United States Base Rate and is due in February
1997. The February 1996 Note is convertible at the option of the
holder into shares of Common Stock of the Company at a conversion
price of $.50 per share. The February 1996 Warrant has an exercise
price of $.80 per share and is exercisable until February 1997.
The Company relied upon the exemption from registration afforded by
Regulation S.
In April 1996, the Company issued an aggregate of $780,700 in
convertible notes (the "April 1996 Notes") and warrants (the "April
1996 Warrants") to non-U.S. residents in an offshore transaction
for net proceeds to the Company of $745,000. The April 1996 Notes,
unless converted, bear interest at U.S. bank prime rate and are all
due in April 1997. The April 1996 Notes are convertible at the
option of the holder into shares of Common Stock of the Company at
a conversion price of $.50 per share. The April 1996 Warrants have
an exercise price of $.70 per share and are exercisable until April
1997. The Company relied upon the exemption from registration
afforded by Regulations S with respect to the issuance of the April
1996 Notes. Kimbell Holdings Limited, a Wyoming Corporation,
received a finder's fee of $35,700 for placing certain of the April
1996 Notes in the form of a convertible promissory note (the
"Kimbell Note") bearing interest, unless converted, at the United
States Bank Prime Rate. The Kimbell Note is convertible until May
15, 1997 at the option of the holder into shares of Common Stock of
the Company at a conversion price of $.50 per share. The Company
relied upon the exemption afforded by Section 4 (2) of the
Securities Act for the issuance of the Kimbell Note.
The Company also issued an aggregate of $50,000 in convertible
notes (the "12% April 1996 Notes") and warrants (the "12% April 1996
Warrants") to non-U.S. residents in an offshore transaction for net
proceeds to the Company of $50,000. The 12% April 1996 Notes,
unless converted, bear interest at the rate of 12% per annum and
are due in April 1997. The 12% April 1996 Notes are convertible at
the option of the holder into shares of Common Stock of the Company
at a conversion price of $.50 per share. The 12% April 1996
Warrants have an exercise price of $.80 per share and are
exercisable until April 1997. The Company relied upon the
exemption from registration afforded by Regulation S.
In May 1996, the Company issued an aggregate of $450,000 in
convertible notes (the "May 1996 Notes") and warrants (the "May 1996
Warrants") to non-U.S. residents in an offshore transaction for net
proceeds to the Company of $450,000. The May 1996 Notes, unless
converted, bear interest at the United States Bank Prime Rate and
are all due in May 1997. The May 1996 Notes are convertible at the
option of the holder into shares of Common Stock of the Company at
a conversion price of $1.00 per share. The May 1995 Warrants have
an exercise price of $1.30 per share and are exercisable until May
1997. The Company relied upon the exemption from registration
afforded by Regulation S. Robert Taylor received a finder's fee of
$45,000 for placing certain of the May 1996 Notes in the form of a
convertible promissory note (the "Taylor Note") bearing interest,
unless converted, at the United States Bank Prime Rate. The Taylor
Note is convertible until May 13, 1997 at the option of the holder
into shares of Common Stock of the Company at a conversion price of
$1.00 per share. The Company relied upon the exemption afforded
by Regulation S of the Securities Act for the issuance of the
Taylor Note.
The Company also issued in May 1996 four convertible notes
to investors it believed to be sophisticated for an aggregate
of $755,000 in (the "May 1996 U.S. Notes") and net proceeds to the
Company of $755,000. The May 1996 U.S. Notes, unless converted,
bear interest at the United States Bank Prime Rate and are all due
in May 1997. Three of the four May 1996 U.S. Notes are convertible
at the option of the holder into shares of Common Stock of the
Company at a conversion price of $1.20 per share and one is
convertible at the conversion price of $1.50 per share. The
Company relied upon the exemption afforded by Section 4 (2) of the
Securities Act.
The Company issued in August 1996 two convertible promissory
notes to investors it believed to be sophisticated in the
aggregate principal amount of $125,000 (the "August 1996 Notes") for
net proceeds to the Company of $125,000. The August 1996 Notes
bear interest at the United States Bank Base Rate and are due in
August 1997. The August 1996 Notes are convertible into shares of
the Company's Common Stock on the basis of one share for every $.75
of the August 1996 Notes. The Company relied upon the exemption
afforded by Section 4 (2) of the Securities Act.
The Company issued in September 1996 two convertible
promissory notes in the aggregate principal amount of $254,545.45
(the "September 1996 Notes") to non-U.S. residents in an offshore
transaction for net proceeds to the Company of $254,545.45.
The September 1996 Notes bear interest at the United States Bank
Base Rate and are due in September 1997. The September 1996 Notes
are convertible into shares of the Company's Common Stock on the
basis of one and one-third (1 1/3) shares for every $1.00 of the
September 1996 Notes. The Company relied upon the exemption
afforded by Regulation S of the Securities Act.
The claims of the Section 4 (2) exemptions for the shares of
Common Stock of the Company are based upon the fact that (a) such
sales were made to a limited number of knowledgeable and informed
investors who are believed to of had, or to have had access to,
such information about the Company as was necessary to make an
informed investment judgment, (b) the shares were acquired for
investment and with no view to distribution to the public and (c)
the certificates representing the shares bear legends which call
attention to restrictions on the distribution of the shares.
The claims of the Regulation S exemption for the shares of
Common Stock of the Company are based upon the fact that (a) the
purchasers were not U.S. persons (as defined by Regulation S) and
were outside the United States at the time the buy was originated,
(b) neither the Company nor any of the Company's affiliates, nor
any person acting on behalf of them, made any directed selling
efforts in the United States and (c) the certificates representing
the shares bear legends which call attention to restrictions on the
distribution of the shares.
ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS
GENERAL
The following discusses the financial position and results of
operations of the Company and its consolidated subsidiaries,
Executive Video Systems, Inc.; Branson Signature Resorts, Inc.;
River Oaks Resort & Country Club, Inc.; Branson Bluffs Resorts,
Inc.; Allied Resorts, Inc.; and Prisms, Inc. The Company acquired
Executive Video Systems, Inc. on February 9, 1995 and Branson
Signature Resorts, Inc. and its wholly-owned subsidiaries on June
22, 1995, Prisms, Inc. was acquired on September 26, 1996. These
acquisitions are accounted for under the purchase method of
accounting. Refer to Note 14 in the Notes to Consolidated
Financial Statements and Part I Description of Business for a
further explanation of the acquisitions.
The Company has incurred net losses of $5,629,961 and
$8,983,277 for the fiscal years ended December 31, 1996 and 1995,
respectively. Such operating losses reflect developmental and
other start-up activities. The Company expects to incur
significant losses in the near future. The Company's operations
are subject to numerous risks associated with establishing any new
business, including unforseen expenses, delays and complications.
There can be no assurance that the Company will achieve or sustain
profitable operations or that it will be able to remain in
business.
RESULTS OF OPERATIONS
1996 Compared to 1995
On November 17, 1995, the Company disposed of the Branson
resort property by forfeiture to the mortgage holder. See
"Business - - Real Estate Holdings" and "Description of Property."
The Company is currently attempting to capitalize on the 178 acres
of undeveloped property owned by Branson Signature Resorts, Inc.
and has no present plans for the improvement or development of such
property. Effective November 17, 1995, the Company discontinued
the resort property management and restaurant operations segment
and closed down Buckhorn Restaurant & Lodge; Branson Bluffs
Resorts, Inc.; and River Oaks Resorts & Country Club, Inc. For the
approximate eight month period that the resort property management
and restaurant segment were in operations, the subsidiaries
generated $88,900 in revenues, with a cost of goods sold of
$32,200, resulting in a gross margin of $56,700. The resort and
restaurant segment had selling, general, and administrative costs
of $176,200, interest expense of $21,200 and net loss on disposal
of assets of $3,011,910.
The gaming segment provided the net loss from continuing
operations of $5,629,961 in 1996 compared to a loss of $5,887,773
in 1995. Revenues from continuing operations for 1996 were
$1,155,035, an increase of 302% from 1995. The increase is
primarily the result of a $290,000 non refundable deposit received
on one of the joint venture projects and a 226% increase in product
sales of $865,000 compared to $382,000 in 1995. In late 1996 and
early 1997 the Company completed the development of several new
products that were introduced to the market in early 1997.
Cost of sales increased $215,700 in 1996 and represented 24.4%
of revenues versus 17.4% in 1995. This increase in cost as a
percent of sales was primarily due to the change in mix of revenues
and as the products are introduced to the market a larger
percent of customer support and maintenance is charged to cost of
sales rather than as research and development.
Selling, general, and administrative expenses increased by
$432,000. However, as a percent of sales this represents a
decrease in 1996 compared to 1995.
Research and development expenses decreased $489,000 over the
prior year as a result of completing the development of several of
the new products.
As more fully described under the heading "proposed operations
in China" the Company had obtained various licenses and transported
equipment to China in anticipation of opening entertainment centers
in China. Due to the nationwide clean up described earlier, the
Company will need to obtain new licenses or renew old licenses.
This has resulted in the Company deducting as an unusual expense
under the caption "Other income (expense) $976,129.
INFLATION AND REGULATION
The Company's operations have not been, and in the near term
are not expected to be, materially affected by inflation or
changing prices due in part to the highly capital intensive nature
of the majority of the business of the Company thereby reducing the
chances of competition providing for sales price reductions while
inflation in the costs are more likely to be passed through to the
customer.
The Company's operations are subject to state and local gaming
laws as well as various federal laws and regulations governing
business activities with Native American Tribes. The State and
local laws in the United States which govern the lease and use of
gaming products are widely disparate and continually changing due
to legislative and administrative actions and judicial
interpretations. If any changes occur in gaming laws through
statutory enactment or amendment, judicial decision or
administrative action restricting the manufacture, distribution or
use of some or all of the Company's products, the Company's present
and proposed business could be adversely affected. The operation
of gaming on Native American reservations is subject to the Indian
Gaming Regulatory Act ("IGR"). Under IGR certain types of gaming
activities are classified as Class I, Class II or Class III. The
Company's business will be impacted based upon how its products are
ultimately classified. However, the Company does not believe that
any recently enacted or presently pending proposed legislation will
have a material adverse effect on its results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has generated minimal revenues from product sales.
Revenues are not yet sufficient to support the Company's operating
expenses, however, the Company is cautiously optimistic that
operating revenues will be adequate to meet operating expenses
during the next year. Since the Company's formation, it has funded
its operations and capital expenditures primarily through private
placements of debt and equity securities. The Company will be
required to seek additional financing in the future. There can be
no assurance that such financing will be available at all or
available on terms acceptable to the Company.
There are no formal commitments from banks or other lending
sources for lines of credit or similar short-term borrowing.
The increase in capital resources for 1996 is attributable to
the private placement of Common Stock and the conversion of debt to
equity.
For the development of some of its new products, i.e. PartiMax
and Sonic Bingo, the Company has been successful in arranging some
off Balance Sheet financing to advance the development of these
projects. In addition, the Company is presently at an advanced
stage of negotiations with a party to provide substantial funding
to complete the development of it's PartiMax hand-held, wireless
electronic bingo unit for the United Kingdom market. Also the
Company is negotiating with an entity interested in the development
of a portion of it's Branson, Missouri property.
Whilst there is no guarantee that either of these negotiations
will conclude successfully, a success in either one of these
discussions will reflect positively for the Company.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company and supplementary data
are included immediately following the signature page to this
report. See Item 13 for a list of the financial statements and
financial statement schedules included.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company retained the services of Grant Thornton LLP
("Grant Thornton") to perform an audit for the Company's 1995 fiscal
year. Subsequent to the retention, the Company and Grant Thornton
learned that the Securities and Exchange Commission (the "SEC")
commenced a private investigation of the Company and others
involving possible violations of the registration and antifraud
provisions of the federal securities laws of the United States. At
such time as Grant Thornton learned of the investigation, it
elected to cease all audit activities. The SEC terminated its
inquiry of the Company and indicated that no enforcement action had
been recommended. The Company was informed of this decision in a
letter dated December 31, 1996.
PART III
The information called for by Item 9, Directors and Executive
Officers of the Registrant, Item 10, Executive Compensation, Item
11, Security Ownership of Certain Beneficial Owners and Management
and Item 12, Certain Relationships and Related Transactions, is
hereby incorporated by reference to the Registrant's definitive
Proxy Statement for its Annual Meeting of Shareholders presently
scheduled to be held in May 1997, which shall be filed with the
Securities and Exchange Commission within 120 days of the end of
the Registrant's latest fiscal year.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements Page
Report of Robison, Hill & Co., Independent Certified Public
Accountants F-1
Page
Consolidated Balance Sheets as of December 31, 1996, and 1995 F-2
Consolidated Statements of Operations for the years ended
December 31, 1996, and 1995 F-4
Consolidated Statement of Stockholders' Deficit for the year ended
December 31, 1995 F-5
Consolidated Statement of Stockholders' Deficit for the year ended
December 31, 1996 F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, and 1995 F-7
Notes to Financial Statements F-9
2. Financial Statement Schedules
The following financial statement schedules required by
Regulation S-X are included herein.
All Schedules are omitted because they are not applicable or
the required information is shown in the financial statements or
notes thereto.
3. Exhibits
The following exhibits are included as part of this report:
Exhibit
Number Exhibit
2.1 Articles of Amendment to Articles of Incorporation of the
Company dated July 16, 1996. (1)
2.2 Articles of Amendment to Articles of Incorporation of the
Company dated June 17, 1996.(1)
2.3 Articles of Amendment of Auto N Corporation.(1)
2.4 Articles of Amendment of MacTay Investment Co.(1)
2.5 Articles of Incorporation of MacTay Investment Co.(1)
2.6 Bylaws of the Company (1)
6.1 Leasing and Service Agency Agreement dated September 15,
1996 with the Edward Thompson Group.(1)
6.2 Letter of Intent with Sega Gaming Technology, Inc. dated
May 13, 1996.(1)
6.3 Agreement, dated July 17, 1996, with Fortune
Entertainment Corporation.(1)
6.4 Share Purchase Agreement, dated September 26, 1994 among
the Company, Prisms and the Shareholders of Prisms.(1)
6.5 Agreement of Sale dated February 9, 1995 between the
Company and the Shareholders of Executive Video Systems,
Inc.(1)
6.6 Agreement and Plan of Reorganization by and among the
Company, Branson Signature Resorts, Inc. and certain
shareholders of Branson, dated June 1, 1995.(1)
6.7 Letter of Agreement, dated December 17, 1996, by and
between the Company and Y.K.L. Corp.(1)
6.8 Joint Venture Agreement, dated August 1996, between
Palace entertainment Limited and Hainan Bosun
Tourism & Amusement Co. Ltd.
6.9 Joint Venture Agreement dated January 1996, between the
Company and Hainan Xin Dao Trading Limited.
6.10 Employment Agreement with Robert Silzer (1)
6.11 Employment Agreement with Firoz Lakhani (1)
6.12 Employment Agreement with robert C. Silzer, Jr.
6.13 $250,000 Promissory note of Firoz Lakhani dated January
30, 1996.(1)
6.14 $90,000 Promissory Note of Firoz Lakhani dated January
18, 1996.(1)
6.15 $104,000 Promissory Note of Firoz Lakhanidated
January 3, 1996.(1)
6.16 $150,000 Promissory Note of Robert Silzer dated January
18, 1996.(1)
6.17 $375,000 Promissory Note of Robert Silzer dated January
30, 1996.(1)
6.18 $72,800 Promissory Note of Robert Silzer dated January 2,
1996.(1)
8.1 Consent of Accountants.
(1) Incorporated by reference to the Registrant's
registration statement on Form 10-SB filed on January 16,
1997.
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed.
(c) The exhibits listed in Item 14(a)(3) are incorporated by
reference.
(d) No financial statement schedules required by this
paragraph are required to be filed as a part of this
form.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVANCED GAMING TECHNOLOGY, INC.
Dated: May 6, 1997 By /S/
Firoz Lakhani, President, Chief
Operating Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities
indicated on this 6th day of May, 1997.
Signatures Title
/S/ Robert Silzer
Robert Silzer Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
/S/ Donald Robert Mackay
Donald Robert MacKay Chief Financial Officer
(Principal Financial and Accounting
Officer)
/S/ Firoz Lakhani
Firoz Lakhani President, Chief Operating
Officer and Director
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Advanced Gaming Technology, Inc.
We have audited the accompanying consolidated balance sheets of
Advanced Gaming Technology, Inc. and subsidiaries as at December
31, 1996 and 1995, and the consolidated statements of operation,
stockholders' deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Advanced Gaming Technology, Inc. and subsidiaries as of December
31, 1996 and 1995 and the results of their operations, and their
cash flows for the years then ended in conformity with generally
accepted accounting principles.
Respectfully submitted,
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt lake City, Utah
January 27, 1997
Advanced Gaming Technology, Inc.
CONSOLIDATED BALANCE SHEETS
As at December 31
1996 1995
ASSETS
Current Assets
Cash and cash equivalents $ 76,615 $ 17,739
Accounts receivable, net of allowance of
$85,500 ($63,079 in 1995) 56,492 34,827
Inventory (note 2 (b)) 43,000 18,000
Prepaid expenses 129,969 71,705
Notes receivable (note 3) 129,426 -
Total current assets 435,502 142,271
Notes Receivable (note 3) 1,099,300 -
Property and Equipment (note 2(c))
Office equipment 103,985 43,408
Leasehold improvements 30,132 -
Display equipment 20,763 17,521
Product molds 330,718 -
Revenue generating equipment
- uninstalled 930,564 226,667
Revenue generating equipment
- installed 1,137,131 510,436
2,553,293 798,032
Less - accumulated depreciation 583,412 248,798
Net property and equipment 1,969,881 549,234
Other Assets
Security deposit 50,930 50,930
Deferred development costs 131,313 -
Gaming equipment 765,138 175,359
Intangible assets
(notes 2 (d) and 4) 856,069 1,061,782
Investment - Land 4,137,432 4,126,307
Total other assets 5,940,882 5,414,378
Total assets $9,445,565 $6,105,883
The accompanying notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
CONSOLIDATED BALANCE SHEETS
(Continued)
As at December 31
1996 1995
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank loan (note 5) $ 354,100 $ 175,897
Accounts payable 1,494,617 1,186,461
Accrued liabilities
Salaries, wages and
other compensation 696,849 194,800
Other 984,644 1,192,975
Stockholders' loans (note 6) 28,387 931,462
Notes payable (note 7) 619,356 603,680
Convertible notes (note 8) 3,292,715 -
Deferred revenue (note 2(i)) 765,380 7,073
Current maturities of
long-term debt (note 9) 2,459,528 1,433,508
Total current liabilities 10,695,576 5,725,856
Long-Term Debt (note 9) 1,911,864 2,376,941
Total liabilities 12,607,440 8,102,797
Commitments and Contingencies (notes 15 and 16)
Stockholders' Deficit
Preferred stock-10% cumulative $.10
par value; authorized 4,000,000
shares; issued - nil - -
Common stock - $.005 par value;
authorized 150,000,000 shares;
issued and outstanding
42,248,368 in 1996 and
27,138,517 in 1995 211,242 135,693
Additional paid-in capital 20,000,471 15,611,020
Accumulated deficit (23,373,588) (17,743,627)
Net stockholders' deficit (3,161,875) (1,996,914)
Total liabilities and
stockholders' deficit $ 9,445,565 $ 6,105,883
The accompanying notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended
December 31,
1996 1995
Revenues $ 1,155,035 $ 381,928
Cost of sales 282,509 66,782
Gross margin 872,526 315,146
Expenses
Research and development 1,691,546 2,180,865
General and administration 2,510,106 2,077,779
4,201,652 4,258,644
Operating loss (3,329,126) (3,943,498)
Other income (expense)
Foreign exchange adjustments
(note 2 (e)) (6,616) 3,209
Financing costs and interest (1,223,210) (1,923,756)
China development costs and
equipment write-downs (976,129) -
Equipment write-down (94,880) -
Loss on sales of assets - (23,728)
Loss from continuing operations (5,629,961) (5,887,773)
Discontinued operations (note 10) - (3,095,504)
Net Loss $(5,629,961) $(8,983,277)
Net loss per common share
Loss from continuing operations $ (0.16) $ (0.34)
Loss from discontinued operations - (0.18)
Net loss $ (0.16) $ (0.52)
Weighted average common shares outstanding
(note 2 (g)) 35,794,434 17,273,196
The accompanying notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
for the year ended December 31, 1995
Price range Additional
per share Common Stock Paid-in Accumulated
$ shares amount capital deficit Total
Balance at
January 1, 1995 10,106,516 $ 50,532 $ 6,196,851 $ (8,760,350)$(2,512,967)
Issuance of common shares
for cash, less finders fees of
$75,000 0.15-0.63 2,666,667 13,333 794,167 - 807,500
for security
0.26-1.60 1,535,000 7,675 - - 7,675
for financing costs and interest,
less finders fees of $54,219
0.26-1.75 880,206 4,401 676,894 - 681,295
to settle stockholders'
loans 0.40-0.92 3,452,940 17,265 1,638,984 - 1,656,249
to acquire subsidiary
0.63 5,999,820 30,000 3,807,158 - 3,837,158
for signing bonuses
0.41-1.50 160,000 800 151,612 - 152,412
for consulting services
0.39-1.82 1,279,368 6,397 915,644 - 922,041
for share and warrant options
1.50 450,000 2,250 672,750 - 675,000
to settle long-term debt
1.25 608,000 3,040 756,960 - 760,000
Net loss for the year - - - (8,983,277) (8,983,277)
Balance at
December 31, 1995 27,138,517 $ 135,693 $15,611,020$(17,743,627)$(1,996,914)
The accompanying notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
for the year ended December 31, 1996
Price range Additional
per share Common Stock Paid-in
Accumulated
$ shares amount capital
deficit Total
Balance at
January 1, 1996 27,138,517 $ 135,693 $15,611,020$(17,743,627)$(1,996,914)
for cash, less finders fees of
$30,000 0.15-0.50 7,266,666 36,333 1,233,667 - 1,270,000
for security
0.45-0.61 1,099,794 5,499 - - 5,499
to settle stockholders'
loans 0.25-0.50 1,346,452 6,732 465,962 - 472,694
to acquire subsidiary
1.25 300,000 1,500 373,500 - 375,000
for signing bonuses
0.06 450,000 2,250 23,850 - 26,100
for consulting services
0.30-0.79 105,000 525 43,650 - 44,175
for share and warrant options
0.22-0.50 3,380,273 16,902 1,314,880 - 1,331,782
to settle convertible notes
0.50-1.20 666,666 3,333 621,667 - 625,000
for finders fees`
0.20-1.20 395,000 1,975 290,775 - 292,750
to terminate employment contract
0.22 100,000 500 21,500 - 22,000
Net loss for the year - - - (5,629,961) (5,629,961)
Balance at
December 31, 1996 42,248,368 $ 211,242 $20,000,471$(23,373,588)$(3,161,875)
The accompanying notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended
December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (5,629,961) $ (8,983,277)
Adjustments to reconcile net loss to net cash
Used in operating activities:
Depreciation and amortization 1,178,357 448,986
Loss on sale of assets - 23,728
Bad debt expense - 35,401
Issuance of common stock for
expenses 471,955 1,828,369
Deferred revenue 758,307 7,073
Change in operating assets and liabilities:
Accounts receivable (21,665) (34,827)
Notes receivable - 108,595
Minimum lease payments receivable - 68,705
Inventory (25,000) 13,350
Prepaid expenses (58,264) (71,705)
Bank overdraft and revolving loan 178,203 175,897
Accounts payable 308,156 869,224
Accrued liabilities 293,718 1,025,733
Net cash used in operating activities(2,546,194) (4,484,748)
Cash flows from investing activities:
Intangible assets (414,432) -
Notes and advances 15,676 603,680
Purchase of property and
equipment (2,568,638) (915,064)
Security deposit - (50,930)
Acquisition of subsidiary - (200,000)
Acquisition of land (11,125) -
Deferred development costs (131,313) -
Net cash used in investing activities(3,109,832) (562,314)
Advanced Gaming Technology, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
For the years ended
December 31,
1996 1995
Cash flows from financing activities:
Stockholders' loans 28,387 60,680
Proceeds from issuance of
common stock 1,986,483 1,482,500
Proceeds from
convertible notes 3,169,089 -
Finders' fees (30,000) -
Principal payments on
notes payable (926,345) (853,462)
Proceeds from notes payable 1,487,288 4,189,898
Net cash provided by
financing activities 5,714,902 4,879,916
Net increase (decrease) in cash
and cash equivalents 58,876 (167,146)
Cash and cash equivalents at
beginning of year 17,739 184,885
Cash and cash equivalents at
end of year $ 76,615 $ 17,739
Supplemental disclosure of cash flow information:
Cash paid during the year
for interest $ 403,602 $ 52,138
Non cash investing and financing activities:
Issuance of common stock
for finders' fees $ 292,750 $ 129,219
Issuance of common stock as
settlement of stockholders'
loans $ 472,694 $ 1,656,249
Issuance of common stock for
acquisition of subsidiary $ 375,000 $ 3,837,158
Issuance of common stock for
debt reduction $ - $ 760,000
The accompany notes are an integral part of these financial
statements.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
NOTE 1 - HISTORY AND ORGANIZATION
The Company was incorporated under the laws of the State of
Wyoming in 1963 under the name of Mactay Investment Co. At a
special shareholders' meeting held in 1987, the Corporation's name
was changed to Auto N Corporation. The Company changed its name
to Advanced Gaming Technology, Inc. in 1991.
The Company's executive offices are in Vancouver, B.C. Canada.
The Company is principally engaged in the development and marketing
of electronic bingo equipment in the United States and the United
Kingdom, and in the development of gaming opportunities in Asia.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in
the preparation of the accompanying financial statements follows.
(a)Principles of Consolidation
The consolidated financial statements include the accounts of
Advanced Gaming Technology, Inc. and its wholly-owned subsidiaries,
Executive Video Systems, Inc. Palace Entertainment Limited, Branson
Signature Resorts, Inc., Branson Bluffs Resorts, Inc., River Oaks
Resorts and Country Club, Inc., Allied Resorts, Inc., River Oaks
Holding, Inc., and Prisms, Inc. All significant intercompany
accounts and transactions have been eliminated. Joint venture
operations are accounted for under the equity method of
accounting.
(b)Inventory
Inventory consists of bingo equipment parts and is carried at
lower of cost (first-in, first-out method) and market value.
(c)Property and Equipment
Property and equipment is stated at cost. Depreciation is
provided in amounts sufficient to relate the cost of depreciable
assets to operations over their estimated service lives,
principally on a straight-line basis from 3 to 5 years.
Upon sale or other disposition of property and equipment, the
cost and related accumulated depreciation or amortization are
removed from the accounts and any gain or loss is included in the
determination of income or loss.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
Expenditures for maintenance and repairs are charged to
expense as incurred. Major overhauls and betterments are
capitalized and depreciated over their useful lives.
(d)Investment - Land
Investment in real estate is carried at the lower of cost or
net realizable value.
(e)Intangible Assets
Organization costs are recorded at their acquisition costs and
are amortized to operations over their estimated useful lives of
five years. Amortization is computed on the straight-line method.
Goodwill and software rights were created by the excess of the
purchase price over cost of acquisitions made in 1995 and 1996, and
are amortized on a straight-line basis over five years. Software
rights are capitalized after technological feasibility has been
established. Capitalization of computer software cost is
discontinued when the computer software product is available to be
sold, leased or otherwise marketed. Cost for maintenance and
customer support are charged to expense when incurred or when the
related revenue is recognized, whichever occurs first.
Management regularly assesses the carrying amount of intangible
assets and where, in their opinion, the value is less than the
carrying amount, the loss is recognized immediately. Unamortized
computer software costs that have been capitalized are reported at
net realizable value.
The company has implemented the provisions of SFAS No. 121,
"Accounting for the impairment of Long-Lived Assets and for
Long-Lived Assets Disposed of." SFAS No. 121 requires that
long-lived assets and certain identifiable intangibles to be held
and used by the Company be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. If the sum of the expected future
cash flows from the use of the assets and its eventual disposition
(undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized.
(f)Translation of Foreign Currency
All balance sheet accounts of foreign operations are
translated into U.S. dollars at the year-end rate of exchange and
statement of operations items are translated at the weighted
average exchange rates for the year. The resulting translation
adjustments are made directly to a separate component of the
stockholders' equity. Certain foreign activities are considered to
be an extension of the U.S.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
operations, and the gain or loss resulting from re-measuring these
transactions into U.S. dollars is included in income. Gains or
losses from other foreign currency transactions, such as those
resulting from the settlement of foreign receivables or payables,
are included in the Statements of Operations.
(g)Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less or to bach equivalents.
(h)Net Loss Per Common Share
Net loss per common share is calculated using the weighted
average number of common shares outstanding during each year.
Common share equivalents are not considered in the calculation of
the weighted average number of shares outstanding because they
would decrease the net loss per common share.
(i)Revenue Recognition
Revenue is generated on operating leases and is recognized and
amortized over the lease term on a straight-line basis except where
the agreement provides for a percentage of gross revenue in which
case it is recognized on an accrual basis.
(j)Deferred Revenue
Revenues are deferred until commencement of the project
operations and will be recognized as revenue over the lesser of the
project term and five years.
(k)Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Certain reclassifications have been made in the 1995 financial
statements to conform with the 1996 presentation.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 3 - NOTES RECEIVABLE
Notes receivable consist of the following:
1996 1995
Due from employees pursuant to
the exercise of stock options,
repayable over five years, interest
at U.S. base rate $ 103,595 $ -
Due from officers/directors pursuant
to the exercise of stock options,
interest repayable monthly at
U.S. base rate, principal due 2001 1,125,131 -
1,228,726 -
Less current maturities (129,426) -
Net notes receivable $ 1,099,300 $ -
NOTE 4 - INTANGIBLE ASSETS
Intangible assets consist of the following:
1996 1995
Manufacturing license rights
Gross $ 500,000 $ 500,000
Accumulated amortization
and allowance (500,000) (50,000)
Net - 450,000
Software rights
Gross 1,106,837 692,405
Accumulated amortization (286,042) (121,171)
Net 820,795 571,234
Organization Costs
Gross 57,175 57,175
Accumulated amortization (21,901) (16,627)
Net 35,274 40,548
Net Intangible assets $ 856,069 $ 1,061,782
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 5 - BANK LOAN
The Company's line-of-credit agreement with a bank has terminated
and these funds are due on demand, including interest at the bank's
prime rate plus 5%.
NOTE 6 - STOCKHOLDERS' LOANS
Stockholders' loans consist of the following:
1996 1995
Due to employees, non-interest
bearing $ - $ 183,333
Due to officer/director,
non-interest bearing 28,387 25,000
Due to stockholders,
non-interest bearing - 723,129
28,387 931,462
Less current maturities (28,387) (931,462)
Net stockholders' loans $ - $ -
Of the 1995 loans, $931,462 was settled in 1996 for stock.
Of the 1996 loans, $28,837 was settled in 1997, for stock.
NOTE 7 - NOTES PAYABLE
1996 1995
Due to a corporation, interest
at 12%, repayable at $15,000
per month, secured by certain
equipment and 500,000 shares
of the Company $ 109,785 $ 134,750
Due to individuals, interest equal
to principal, principal and
interest repayable in January 1996,
unsecured - 291,848
Due to a corporation, interest at 10%,
principal and interest due at
year end, unsecured - 24,172
Due to an individual, interest at
U.S. base rate, due on demand,
unsecured 100,000 70,000
Due to a corporation, interest at 10%,
principal and interest due on demand,
unsecured 199,910 82,910
Due to an individual, interest
negotiated at $20,000, secured by
property, principal and interest
due in February 1997 106,441 -
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 7 - NOTES PAYABLE (Continued)
1996 1995
Due to a corporation, interest
negotiated at $10,000, secured by
property, principal and interest
due in February 1997 103,220 -
Total notes payable $ 619,356 $ 603,680
NOTE 8 - CONVERTIBLE NOTES
Due to individuals and corporations, bearing interest at rates
between U.S. base rate and 12% per year with varying maturity dates
up to October, 1997. The notes are convertible into common stock
of the Company at prices ranging from $0.25 to $1.50 per share.
Certain convertible notes have warrants attached thereto granting
the holders the option to purchase a total of 3,440,000 common
shares of the Company at prices ranging from $0.50 to $1.30 per
share. These warrants are included in Note 11 - Stock Options and
Warrants.
NOTE 9 - LONG-TERM DEBT
Long-term debt consists of the following:
1996 1995
Notes payable with interest at 9%,
quarterly interest only
payments through July 2002,
principal due in July 2002,
collateralized by deed of trust $ 1,339,792 $ 1,339,792
Note payable with interest at 10%,
quarterly interest only, balance due
on demand, collateralized by deed
of trust. 60,812 60,812
Loan payable with interest at 13.2%,
due in monthly installments of $31,000
including interest, matures
August 1997, secured by equipment 293,862 -
Note payable with interest at 3%
above the Chase Manhattan prime
lending rate, due in quarterly principal
installments of $17,857 plus accrued
interest, matures January 2002 464,286 500,000
Note payable with interest at 10%,
principal is due at year end,
and is secured by 100,000 shares of the
Company 75,106 75,106
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 9 - LONG-TERM DEBT (Continued)
1996 1995
Note payable with interest at 10%,
due in monthly installments of
$1,613 including interest, collateralized
by contract for deed $ 37,644 $ 37,644
Note payable with interest at 10%,
due on demand 3,600 3,600
Note payable with interest at 9%,
due on demand 55,000 55,000
Note payable with interest at 8%,
due in August 1997, secured by software
rights and 250,000 shares of the
Company, repayable in monthly
installments of $11,828 94,020 496,516
Loan payable with interest at 20%,
due in monthly installments of $12,953
including interest, matures June
1997, secured by 500,000 shares of
the Company; additionally, the Company
is required to pay 10% of net
revenues from a joint venture project. 102,965 191,979
Convertible Debenture, total facility
$1,000,000 plus accrued interest,
interest at 2% per month compounded
monthly, principal and accrued interest
convertible into common stock in whole
or part at holder's option,
redeemable by the Company at any time
to maturity; subsequent to year end,
$449,205 was converted to
common stock of the Company. 1,098,492 450,000
Bonus consideration of $150,000
per year for four years due on loan
anniversary, convertible to stock
at holder's option. 600,000 600,000
Loan payable with interest at 13/2%,
due in monthly Loan payable with
interest at 12%, due in monthly
installments of $1,000 including
interest, matures December 1999,
secured by a patent 32,070 -
Loan payable with interest at 8.5%,
due in monthly installments of $56,121
including interest, secured by equipment
and 1,200,000 shares of the Company 113,743 -
4,371,392 3,810,449
Less current maturities 2,459,528 1,433,508
Net long-term debt $ 1,911,864 $ 2,376,941
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 9 - LONG-TERM DEBT (Continued)
Annual principal payments on long-term debt are as follows:
1997 $ 2,459,528
1998 375,034
1999 197,038
2000 -
2001 -
thereafter 1,339,792
$ 4,371,392
NOTE 10 - DISCONTINUED OPERATIONS
In June 1995, the Company acquired two separate real estate
properties in Branson, Missouri. The resort property (Branson
Bluffs Resort, Inc.) had limited existing development on the site
(restaurant, golf course, motel, time share units). In order to
bring this resort operation into an economically viable segment, a
substantial capital injection had to be made. Since the Company's
focus is not on long-term real estate development, the Company
disposed of this holding by forfeiture to the mortgage holder on
November 17, 1995.
The Company's remaining property comprises approximately 178
acres of prime development site in Stone Country, Missouri. This
asset has shown substantial appreciation from the date of
acquisition. The Company is currently attempting to capitalize on
this asset.
1996 1995
Loss from operations
(income taxes - nil) $ - $ (83,594)
Loss on disposal
(income taxes - nil) - (3,011,910)
Total discontinued operations $ - $ (3,095,504)
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 11 - STOCK OPTIONS AND WARRANTS
All Options and warrants have been granted at exercise prices
greater than the market value on the date of granting except for
4,225,000 options issued to employees. All options vest 100% at
date of grant.
1996 1995
Options outstanding,
beginning of year 7,224,097 625,000
Granted 11,791,667 6,999,097
Expired (1,212,124) (350,000)
Exercised (3,380,273) (50,000)
Options and warrants outstanding,
end of year 14,423,367 7,224,097
Option and warrant price
for options and warrants
outstanding, end of year $ 0.25 - 3.00 $0.25 - 2.19
Options and warrants granted
subsequent to year end 1,850,000 2,611,400
Option and warrant price
range granted subsequent
to year end $ 0.50 - 1.00 $0.25 - 2.19
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation." As permitted by the standard, the
Company has elected to continue to follow existing accounting
guidance, Accounting Principles Board Opinion No. 25 and related
interpretations (APB No. 25), for stock-based compensation.
However, SFAS No. 123 requires companies electing to follow
existing accounting rules to disclose in a note the pro forma
effects as if the fair value based method of accounting had been
applied. The Company recorded compensation expense of $1,074,453
and $92,275 for the years ended December 31, 1996 and 1995
respectively, in connection with its performance shares, restricted
stock and other stock compensation awards. In accordance with APB
No. 25, no compensation expense has been recognized for the
Company's stock options. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average
assumptions for grants in 1996 and 1995, respectively: dividend
yield of 0.0 percent for both years, expected volatility of 149.05
percent for both years, risk-free interest rates of 6.2 percent and
5.3 percent and expected lives of 5 years for both years. If
compensation expense for the Company's stock options granted in
1996 and 1995 had been determined based on the fair value at the
grant dates for such awards in accordance with SFAS No. 123, the
effect on the Company's net income and earnings per share for each
of the years ended December 31, 1996 and 1995 would have been
immaterial.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995(Continued)
NOTE 12 - SEGMENTED INFORMATION
Geographic segments:
1996 1995
Revenue
United States $1,155,035 $ 381,928
Operating loss
Asia $ 461,017 $ 794,058
United States 779,278 507,530
Other corporate expenses 2,088,831 2,641,910
$3,329,126 $3,943,498
1996 1995
Assets
Asia $ 805,138 $ 666,359
United States 8,538,575 5,370,419
Canada 101,852 69,105
$9,445,565 $6,105,883
NOTE 13 - INCOME TAXES
Deferred taxes result from temporary differences in the
recognition of income and expenses for income tax reporting and
financial statement reporting purposes. Deferred benefits of
$1,914,000 and $3,000,000 for the years ended December 31, 1996 and
1995 respectively, are the result of net operating losses and the
gaming license rights reserve.
The Company has recorded net deferred income taxes in the
accompanying consolidated balance sheets as follows:
As at December 31
1996 1995
Future deductible temporary
differences related to reserves,
accruals, and net operating losses $ 8,000,000 $ 6,100,000
Valuation allowance (8,000,000) (6,100,000)
Net deferred income tax $ - $ -
As of December 31, 1996, the Company had a net operating loss
("NOL") carryforward for
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 13 - INCOME TAXES (Continued)
income tax reporting purposes of approximately $23,000,000
available to offset future taxable income. This net operating loss
carryforward expires at various dates between December 31, 2008 and
2011. A NOL generated in a particular year will expire for federal
tax purposes if not utilized within 15 years. Additionally, the
Internal Revenue Code contains provisions which could reduce or
limit the availability and utilization of these NOLs if certain
ownership changes have taken place or will take place. In
accordance with SFAS No. 109, a valuation allowance is provided
when it is more likely than not that all or some portion of the
deferred tax asset will not be realized. Due to the uncertainty
with respect to the ultimate realization of the NOLs, the Company
established a valuation allowance for the entire net deferred
income tax asset of $8,000,000 as of December 31, 1996, which
includes $603,000 from the gaming license and manufacturing rights
reserve and $7,100,000 from net operating loss carryforward. Also
consistent with SFAS No. 109, an allocation of the income
(provision) benefit has been made to the loss from continuing
operations.
The differences between the effective income tax rate and the
federal statutory income tax rate on the loss from continuing
operations are presented below.
For the years ended
December 31,
1996 1995
Benefit at the federal
statutory rate of 34% $1,914,000 $3,000,000
Nondeductible expenses (20,000) (88,000)
Utilization of gaming
license rights (212,000) -
Utilization of net operating
loss carryforward (1,467,000) (2,919,000)
Other (215,000) 7,000
$ - $ -
NOTE 14 - ACQUISITION OF SUBSIDIARIES (Continued)
(a)Prisms, Inc.
On September 26, 1996, pursuant to an agreement, the Company
acquired all of the capital stock of Prisms, Inc., a North Carolina
corporation which holds certain patents and trademarks for the
development of bingo and other entertainment games, in exchange for
300,000 shares of the Company. The acquisition has been accounted
for by the purchase method.
In the event that the shares of the Company trade at less than
$2.00 per share by October 1, 1997, the Company will issue
additional shares sufficient to adjust the purchase prices to an
equivalent market value of $600,000.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 14 - ACQUISITION OF SUBSIDIARIES (Continued)
The Company is also required to issue up to 200,000 further
shares at a guaranteed price of $2.00 upon commencement of revenues
from each patented product developed. Additionally royalties of 2%
will be payable on net revenues generated.
(b)Executive Video Systems, Inc.
On February 9, 1995, pursuant to an agreement, the Company
acquired all of the capital stock of Executive Video Systems, Inc.,
a Maryland Corporation. The acquisition has been accounted for by
the purchase method.
The following is a summary of the assets acquired, at fair
value assigned thereto:
Equipment $ 22,672
Intangible assets - Software rights 692,978
Total $ 715,650
Purchase consideration:
Cash $ 200,000
Promissory notes 515,650
Total $ 715,650
The Company has issued 250,000 common shares held in escrow as
security to the promissory notes. All of the capital stock of
Executive Video Systems, Inc. is held in escrow as security to the
promissory notes.
The Company is committed to pay to former stockholders of
Executive Video Systems, Inc. a royalty of three percent of gross
revenues from the use of its software rights until February 9,
1998. During 1996, a total of $22,914 was paid in royalties
($10,342 in 1995).
(c)Branson Signature Resorts, Inc.
On June 22, 1995, pursuant to an agreement, the Company
acquired all of the capital stock of Branson Signature Resorts,
Inc. and its wholly-owned subsidiaries. Branson Signature Resorts,
Inc. is a resort and land developer located in Branson, Missouri.
The acquisition was accounted for by the purchase method. The
following is a summary of the net assets acquired, at fair value
assigned thereto:
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 14 - ACQUISITION OF SUBSIDIARIES (Continued)
Investment-land $ 4,090,000
Property and equipment 3,880,000
Current liabilities (573,322)
Long-term debt (2,783,303)
$ 4,613,375
The Company issued 5,999,820 shares under Regulation S and 144
of the Securities Act of 1934. On November 17,. 1995, the Company
determined that it was in the best interest of the Company to
divest itself of the resort operations segment of its business
(note 10).
NOTE 15 - COMMITMENTS
The Company leases its offices and certain equipment under
long-term operating leases. Future minimum lease payments under
these operating leases are as follows:
1997 $146,436
1998 146,285
1999 145,663
2000 38,330
2001 664
NOTE 16 - CONTINGENCIES
(a) Proposed operations in China - In February 1995, the Province
of Guangdong, China granted a business license and certificate of
approval for the formation of a joint venture between the Company
and Gaoming City Santian Economic Development Company, a company
affiliated with the City of Gaoming, Guangdong, China to
manufacture and sell in China a variety of electronic gaming
machines, including the Company's electronic bingo products. The
Company will own eighty percent of the joint venture and Santian
will own twenty percent. Pursuant to the joint venture agreement,
the Company will contribute the technology and, in conjunction with
a major gaming manufacturer, will design and build the
manufacturing facilities and provide $5,000,000 in start-up
capital. The Company is currently searching for a major gaming
manufacturer to pursue this project and to provide the financing.
In August 1996, Palace Entertainment Limited, a wholly-owned
subsidiary of the Company under the laws of the British Virgin
Islands entered into a joint venture agreement with Hainan
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 16 - CONTINGENCIES (Continued)
Bosun Tourism & Amusement Co. Ltd., a company organized under
the laws of China in connection with the operation of a 23 seat
Royal Ascot Horse Racing Machine in Haikou, Hainan Island, China.
Under the Hainan Bosun Joint Venture Agreement, Palace
Entertainment is to provide the Royal Ascot Unit and is responsible
for the operation, maintenance and repair of the machine as well as
the hiring of personnel to operate the machine. The Company
purchased the Royal Ascot Unit from Sega pursuant to a Purchase,
Finance and Security Agreement, dated February 21, 1996.
In January 1996, the Company entered into a joint venture agreement
with Hainan Xin Dao Trading Limited in connection with the
operation of 150 slot/entertainment machines in Haikou, Hainan
Island, China. Under the Hainan Xin Joint Venture Agreement, the
Company is responsible for providing the slot machines and working
capital as well as managing the slot machines.
Currently, neither of these centers is operational due to the
periodic nationwide clean up of various black market activities,
prostitution and gambling. This clean up campaign ended at or
about the end of July 1996, and entertainment centers, such as the
centers described above, which are not considered gambling and
therefore are legal, are gradually beginning to re-open and new
licenses are currently being issued. The Company is cautiously
optimistic that both of the entertainment centers described above
will be operational in the near future.
Due to delays caused by the nationwide clean up in China, the
Company entered into a Letter Agreement dated December 17, 1996
with Y.K.L. Corporation, a company organized under the laws of the
Philippines pursuant to which Y.K.L. has agreed to lease, for a
period of 120 days commencing on the date of installation, 25 of
the Company's slot machines, which were originally to be used in
the Hainan Xin Joint Venture, for use on Y.K.L.'s luxury ocean
liners.
(b)Proposed operations in the United Kingdom - The Company entered
into a Leasing and Service Agency Agreement, dated September 15,
1996 with Edward Thompson Group, a privately held corporation
established in 1867 and organized under the laws of the United
Kingdom. Edward Thompson has been producing bingo tickets since
1957 and, the Company believes the leading manufacturer and
supplier of bingo paper and related products in the United
Kingdom.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 16 - CONTINGENCIES (Continued)
The Service Agency Agreement requires the Company to use its
best efforts to engineer, manufacturer, design and develop a
wireless electronic hand-held bingo unit named PartiMax for the
United Kingdom bingo market.
(c)The Company entered into an Agreement, dated July 17, 1996 with
Fortune Entertainment Corporation, a company organized under the
laws of the Bahamas, under which Fortune Entertainment has the
right to receive a participating interest in the Company's various
international ventures (China, Philippines and United Kingdom). If
Fortune Entertainment exercises all of its rights under the
Participation Agreement, the Company will receive approximately
$5,725,000 for participating in the various ventures of the
Company. As of December 31, 1996, Fortune Entertainment had
provided the Company with approximately $990,000.
(d)Pursuant to the purchase of Prisms, Inc., on September 26, 1996,
the Company has a contingent obligation to issue additional shares
of the Company to the extent that the shares of the Company trade
at less than $2.00 per share by October 1, 1997. The number of
shares to be issued will be determined by the difference between
the market price of the 300,000 shares originally issued and
$600,000. (See also Note 14(a)).
(e)In addition to ordinary routine litigation incidental to its
business operation, which the Company does not believe, in the
aggregate, will have a material adverse effect on the Company, or
its operations, the Company is engeged in the following lawsuits:
Braintech, Inc. filed a statement of claim in the Supreme Court of
British Columbia on November 24, 1995 and amended on March 26, 1996
claiming default by the Company on three promissory notes.
Braintech is claiming damages in the amount of $200,000, plus
interest of ten percent per annum, and costs. The Company has
filed a statement of defense denying the material allegations of
the statement of claim and has opposed a motion for summary
judgement.
In January 1996, Tierra Corporation commenced an action in the
Circuit Court of Stone County, Missouri, claiming that River Oaks
Resort and Country Club, Inc. a Texas corporation and a subsidiary
of Branson ("River Oaks Resort") defaulted on a promissory note.
Judgement is sought in the principal amount of $75,106, plus
interest since October 18, 1995 at 10% per annum. An answer has
been filed on behalf of River Oaks averring that Tierra has not
performed conditions precedent to assessing any such note has
provided and, in addition, a counterclaim asserting Tierra disposed
of stock collateral in a
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 16 - CONTINGENCIES (Continued)
commercially unreasonable manner. Preliminary discovery has
occurred but no depositions have been taken.
In February 1996, P.D.I., LLC, a Missouri limited liability
company commenced an action in the Circuit Court of Stone County
Missouri, claiming breach of a real estate purchase agreement which
in part, provided for the construction of a sewage treatment
facility for which damages are claimed, including the awarding to
PDI of all escrow funds, costs and expenses incurred by PDI over
and above the amount of escrow funds and cost and expenses,
including attorney fees in connection with the commencement of the
action.. In response, the Company and River Oaks Resort have
counterclaimed for damages, in an amount to be determined at trial,
incurred when plaintiff PDI withdrew funds from the escrow fund
created for construction of the sewage treatment facility and the
permit application for construction approval by the Missouri
Department of Natural Resources. Moreover, a claim has also been
made River Oaks Resort and the Company that subsequent development
attempted by PDI has encroached upon property development belonging
to River Oaks Resort and the Company without right to do so,
including damages for disruption resulting therefrom.
In April 1996, Larry Newman commenced a mechanics' lien in the
Circuit Court of Stone County, Missouri, seeking $177,282, plus
interest, for excavation work performed during the period between
July 19, 1995 to September 25, 1995 on a road across the River Oaks
development in Stone County. Thereafter, on or about June 24,
1996, Jack Holt filed a similar petition in the Circuit Court of
Stone County, Missouri, claiming a mechanic's lien for engineering
and land survey during the period May 16, 1995 to July 4, 1995 for
a road across the River Oaks development property in the amount of
$9,610, plus interest. The Holt case has now been consolidated in
the case originally filed by Newman. The Company has filed a
counterclaim alleging Newman and Holt extended the road beyond the
boundaries of the River Oaks development property onto land owned
by Sunset Cove, Ltd., a Missouri corporation. The court has since
ordered Sunset Cove, Ltd., joined as a party needed for just
adjudication. Discovery has not yet commenced.
On November 15, 1996, Fortunet, Inc., a Nevada corporation filed a
patent infringement claim in the United States district Court
Southern District of California against the company and certain
other companies which manufacture and distribute electronic bingo
systems, claiming the that the defendants, including the Company,
infringed Fortunet's United States Patent No. 4,624,462. Fortunet
seeks to enjoin the defendants from any further alleged
infringement of the Patent and is seeking actual and enhanced
damages as well as attorneys fees and other costs.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995
(Continued)
NOTE 17 - SUBSEQUENT EVENTS
In January, 1997, the investigation of the Company previously
commenced by the United States Securities and Exchange Commission
("SEC"), in compliance with which the Company furnished documents
to the SEC, was terminated and no enforcement action was
recommended by the SEC.
On January 17, 1997 the Company filed a registration statement
(Form 10SB) with the SEC to register shares of its capital stock
under Section 12 of the Securities Act of 1934. This filing
becomes effective 60 days after filing, at which time the Company
will become a "reporting issuer".
In February, 1997 the Company negotiated financing totaling
$2,137,500 of which $1,504,800 has been received. This financing
is in the form of 12% Subordinated Convertible Redeemable
Debentures. These funds have been used to meet the Company's
working capital requirements and the settlement of bank and other
debt.
Subsequent to year end, $1,598,404 of certain debt and
liabilities was settled by the issuance of 4,634,129 common shares.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF ADVANCED GAMING TECHNOLOGY, INC. AS OF DECEMBER 31, 1996 AND THE
RELATED STATEMENTS OF OPERATIONS, EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 77
<SECURITIES> 0
<RECEIVABLES> 142
<ALLOWANCES> 86
<INVENTORY> 43
<CURRENT-ASSETS> 436
<PP&E> 2553
<DEPRECIATION> 583
<TOTAL-ASSETS> 9446
<CURRENT-LIABILITIES> 10696
<BONDS> 0
0
0
<COMMON> 211
<OTHER-SE> (3373)
<TOTAL-LIABILITY-AND-EQUITY> 9446
<SALES> 1155
<TOTAL-REVENUES> 1155
<CGS> 283
<TOTAL-COSTS> 4202
<OTHER-EXPENSES> 2301
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1223
<INCOME-PRETAX> (5630)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5630)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5630)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 8.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in the Form 10-KSB/A of our report dated
January 27, 1997 on our audit of the financial statements of Advanced Gaming
Technology, Inc.
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
May 6, 1997
