U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(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, B C 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: 32
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 6, 1997, there were 46,508,336 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 $26,900,000 computed at the average bid and
asked price as of March 5, 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.......................................... 20
Item 4. Submission of Matters to a Vote of Security Holders........ 21
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....................................... 29
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure....................................... 29
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.......................... 30
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 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."
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 40 MAX (PLUS) units and approximately
200 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 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 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, Inc., a North Carolina corporation ("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, Inc., a Maryland corporation ("Executive Video") 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 130 MAX (PLUS) units and approximately
100 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."
PROPOSED COMANCHE BINGO HALL. On December 7, 1995, the Company entered
into a preliminary agreement with the Comanche Indian Tribe, a federally
recognized Indian tribe with a Constitution approved by the Secretary of the
Interior on January 9, 1967 (the "Comanche Tribe"), under which the Company
would design, finance, contract and manage a commercial gaming enterprise
(the "Enterprise").
These arrangements are subject to approval and acceptance of the Comanche
Tribe and execution of a definitive agreement (the "Definitive Agreement").
The Definitive Agreement has been prepared and is pending approval by the
Comanche Tribe. Under the terms of the Definitive Agreement, the Company will
receive thirty percent (30%) of the net revenues (as defined in the Definitive
Agreement) of the Enterprise and the Comanche Indian Tribe will receive
seventy percent (70%) of the net revenues. The Company estimates that the
capital costs will be between $3.5 and $4.0 million.
The first phase of the Enterprise entails the financing, construction,
and start-up, of a building of approximately 30,000 square feet on Comanche
Tribe Trust Lands near Lawton, Oklahoma. The building will house bingo,
pull-tab, a snack bar, full service restaurant/bar/lounge and other operations
that are permitted uses defined as "Class II Gaming" by IGR. If permitted by
the Tribal-State compact entered into between the Comanche Tribe and the State
of Oklahoma (the "Compact"), the building will also house off-track or
pari-mutual betting. In addition, the first phase will also include space
within the facility for a Comanche tribal museum/cultural center of up to
5,000 square feet. The second phase of the project will entail renovating
and/or expanding the facility, and following the implementation of "Class III
gaming," as defined by IGR, the possible introduction of entertainment at the
facility and slot machine operations, keno, blackjack, poker, or any other
gaming allowed under the Compact.
Under the Definitive Agreement, the Company will be responsible for the
day-to-day operation of the Enterprise, including the hiring, management,
training and dismissal of all employees, maintenance of books and records and
negotiation of contracts. The Definitive Agreement contemplates the Company
and another approved lender providing the financing for the Enterprise in the
form of two secured loans to the Comanche Indian Tribe. The terms of the
loans will be negotiated upon approval of the Definitive Agreement by National
Indian Gaming Commission (the "NIGC").
The Company is awaiting the approval of the Definitive Agreement by the
NIGC. In addition, the Company and its executive officers must be licensed to
operate the Enterprise pursuant to the Tribe's Gaming Ordinance. There is no
assurance that such approval and licenses will be obtained. Once the
Definitive Agreement has been executed, the requisite licenses have been
obtained and the various conditions have been satisfied, the Company believes
it will take approximately twelve (12) months to construct and set up both
phases of the operation.
CHARITY OPERATIONS
The Company currently has approximately 40 MAX (PLUS) units and
approximately 200 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 Limited, a
wholly-owned subsidiary of the Company organized under the laws of the British
Virgin Islands ('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.
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 and
opposed a motion for summary judgment.
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. ("River Oaks") 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
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 an agreement to construct a sewage treatment facility for
which damages are claimed, including alternative site development and attorney
fees. In response, the Company and River Oaks 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 and the Company that subsequent development attempted by
PDI has encroached upon property development belonging to River Oaks 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 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 First Quarter $1.44 $2.56
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
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.
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."
River Oaks Resorts and Country Club, Inc. and the Company 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, 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 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 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 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") 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
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS 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 new products and joint venture
revenues.
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 with the introduction of
new products.
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.
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 StatementsF-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
3.1 Articles of Amendment to Articles of Incorporation of the
Company dated July 16, 1996. (1)
3.2 Articles of Amendment to Articles of Incorporation of the
Company dated June 17, 1996.(1)
3.3 Articles of Amendment of Auto N Corporation.(1)
3.4 Articles of Amendment of MacTay Investment Co.(1)
3.5 Articles of Incorporation of MacTay Investment Co.(1)
3.6 Bylaws of the Company (1)
10.1 Leasing and Service Agency Agreement dated September 15,
1996 with the Edward Thompson Group.(1)
10.2 Letter of Intent with Sega Gaming Technology, Inc. dated
May 13, 1996.(1)
10.3 Agreement, dated July 17, 1996, with Fortune Entertainment
Corporation.(1)
10.4 Preliminary Agreement with Comanche Indian Tribe.(1)
10.5 Share Purchase Agreement, dated September 26, 1994 among
the Company, Prisms and the Shareholders of Prisms.(1)
10.6 Agreement of Sale dated February 9, 1995 between the
Company and the Shareholders of Executive Video Systems,
Inc.(1)
10.7 Agreement and Plan of Reorganization by and among the
Company, Branson Signature Resorts, Inc. and certain
shareholders of Branson, dated June 1, 1995.(1)
10.8 Letter of Agreement, dated December 17, 1996, by and
between the Company and Y.K.L. Corp.(1)
10.9 Employment Agreement with Robert Silzer (1)
10.10 Employment Agreement with Firoz Lakhani (1)
10.11 $250,000 Promissory note of Firoz Lakhani dated January 30,
1996.(1)
10.12 $90,000 Promissory Note of Firoz Lakhani dated January 18,
1996.(1)
10.13 $104,000 Promissory Note of Firoz Lakhani dated January 3,
1996.(1)
10.14 $150,000 Promissory Note of Robert Silzer dated January 18,
1996.(1)
10.15 $375,000 Promissory Note of Robert Silzer dated January 30,
1996.(1)
10.16 $72,800 Promissory Note of Robert Silzer dated January 2,
1996.(1)
10.21 List of Subsidiaries of the Company (1)
10.23 Consent of Accountants.
(1) Incorporated by reference to the Registrant's
registration statement on Form 10-SB filed on January 16,
1997.
10.27 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: March 28, 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 28th day of March,
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,
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.
(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)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. 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.
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.
(e)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. 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.
(f)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.
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)
(g)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.
(h)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.
(i)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.
(j)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.
(k)Reclassifications
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
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
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995(Continued)
NOTE 12 - SEGMENTED INFORMATION (Continued)
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 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
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995(Continued)
NOTE 13 - INCOME TAXES (Continued)
(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.
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.
Advanced Gaming Technology, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996 and December 31, 1995(Continued)
NOTE 14 - ACQUISITION OF SUBSIDIARIES (Continued)
(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)The Company has just begun principal operations and, as of yet, has not
generated significant revenues. As is common with a start-up company, the
Company has substantial losses from operations. At year end, its current
liabilities exceeded its current assets by $10,260,000 and its total
liabilities exceeded its total assets by $3,160,000. The accompanying
financial statements have been prepared in conformity with generally accepted
accounting principles, which contemplate continuation of the Company as a
going concern.
(b)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)).
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 FROM THE CONSOLIDATED
BALANCE SHEET OF ADVANCED GAMING TECHNOLOGY, INC. AS OF DECEMBER 31, 1996
AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, EQUITY AND CASHFLOWS FOR
THE YEAR THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERRENCE TO 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> 0
<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> (.16)
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 10.23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the inclusion in this Form 10-KSB 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
March 28, 1997
