UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission file number 0-21991
ADVANCED GAMING TECHNOLOGY, INC.
(Exact name of small business issuer as specified in its charter)
Wyoming 98-0152226
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P O BOX 46855 LAS VEGAS, NEVADA 89114
(Address of principal executive offices)
(702) 227-6578
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: September 30, 1999 25,000,000
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed consolidated financial statements presented herein have
been prepared by the Company in accordance with the instructions to Form 10-QSB
and do not include all of the information and note disclosures required by
generally accepted accounting principles. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-KSB for the year
ended December 31, 1998. The accompanying financial statements have not been
examined by independent accountants in accordance with generally accepted
auditing standards, but in the opinion of management such financial statements
include all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the Company's financial position and results of
operations. The results of operations for the three and nine months ended
September 30, 1999 may not be indicative of the results that may be expected for
the year ending December 31, 1999.
3
<PAGE>
Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS: 1999 1998
<S> <C> <C>
Current Assets
Cash and cash equivalents ................ $ 815,017 $ 109,824
Accounts receivable, net ................. 1,218 7,825
Prepaid expenses ......................... 5,285 5,285
Inventory ................................ 20,000 20,000
---------- ----------
Total current assets ..................... 841,520 142,934
Property and Equipment, net .............. 141,740 204,740
Intangible and other assets .............. 2,700,000 3,442,604
---------- ----------
Total assets ............................. $3,683,260 $3,790,278
========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
LIABILITIES AND STOCKHOLDERS' DEFICIT: 1999 1998
<S> <C> <C>
Liabilities
Accounts payable and accrued liabilities ........ $ 256,142 $ 2,766,588
Notes payable ................................... -- 313,000
Convertible notes ............................... -- 748,750
Current portion of long term debt ............... -- 3,918,371
------------ ------------
Total liabilities ............................... 256,142 7,746,709
Long term obligations, net of current portion ... 2,584,000 --
------------ ------------
Total liabilities ............................... 2,840,142 7,746,709
Stockholders' Deficit:
Preferred Stock-10% cumulative, $.10 par value;
authorized 4,000,000 shares; issued - nil ...... -- --
Common Stock - $.005 par value; authorized
25,000,000 and 150,000,000 shares, issued
and outstanding 25,000,000 and 1,750,000
in 1999 and 1998, respectively ................. 125,000 8,750
Additional paid-in capital ...................... 699,334 32,612,806
Accumulated deficit ............................. 18,784 (36,577,987)
------------ ------------
Total stockholders' deficit ..................... 843,118 (3,956,431)
------------ ------------
Total liabilities and stockholders deficit ...... $ 3,683,260 $ 3,790,278
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE>
Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue ............................. $ 612,536 $ 68,664 $ 787,538 $ 313,719
Cost of revenue ..................... -- 10,270 -- 122,980
------------ ------------ ------------ ------------
Gross margin ........................ 612,536 58,394 787,538 190,739
Expenses ............................ 153,418 502,726 405,960 2,175,123
------------ ------------ ------------ ------------
Earnings (Loss) from operations ..... 459,118 (444,332) 381,578 (1,984,384)
Other income (expense), net ......... -- (134,112) (96,500) 362,220
------------ ------------ ------------ ------------
Earnings (Loss) before reorganization
charges ....................... 459,118 (578,444) $ 285,078 (1,622,164)
Reorganization charges .............. (266,294) -- (266,294) --
------------ ------------ ------------ ------------
Net income (loss) ................... 192,824 (578,444) 18,784 (1,622,164)
============ ============ ============ ============
Net income(loss) per common share ... $ (.01) $ (.46) $ -- $ (1.29)
============ ============ ============ ============
Weighted average common
shares outstanding ................. 25,000,000 1,260,929 25,000,000 1,260,929
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
<PAGE>
Advanced Gaming Technology, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) ................................. $ 18,784 $(1,622,164)
Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used in) Operating Activities:
Depreciation and amortization ..................... 162,517 500,000
Reorganization charges ............................ 266,294 --
Issuance of common stock for expenses ............. -- 93,500
Change in operating assets and liabilities:
Accounts receivable ............................... 6,607 218,238
Prepaid expenses .................................. -- 80,512
Deferred charges .................................. -- 248,564
Inventory ......................................... -- 53,551
Accounts payable and accrued liabilities .......... 25,195 (1,677,951)
----------- -----------
Net cash provided by (used in) operating activities 479,397 (2,105,750)
Cash Flows From Investing Activities:
Other assets ...................................... 75,796 (185,433)
Purchase of property and equipment ................ -- 1,005,944
----------- -----------
Net Cash (Used in) provided by Investing Activities 75,796 820,511
Cash Flows From Financing Activities:
Proceeds from issuance of common stock ............ 150,000 4,332,549
Proceeds from debt and notes ...................... -- 282,812
Repayment of debt and notes ....................... -- (3,215,750)
----------- -----------
Net cash provided by financing activities ......... 150,000 1,399,611
Net change in cash and cash equivalents ........... 705,193 114,372
Cash and cash equivalents at beginning of period .. 109,824 17,276
----------- -----------
Cash and cash equivalents at end of period ........ $ 815,017 $ 131,648
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest .......... -- $ --
Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
Conversion of notes to common stock ............... -- $ 2,728,750
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
7
<PAGE>
Advanced Gaming Technology, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
1. Interim Reporting
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and Form
10-QSB requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 1999, are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1998.
2. Plan of reorganization
On June 29, 1999 the Bankruptcy Court in the District of Las Vegas confirmed the
Company's plan of reorganization. The confirmed plan provided for the following:
Secured Debt - The secured debt (secured by land owned by the company in
Branson, Missouri) was exchanged for new notes in the amount of $1,750,000 and
$884,000. The new notes bear interest at 9% and 7%, respectively. Minimal
payments are due for the first six months following reorganization. Full
payments of principal and interest are due beginning with the seventh month
following the effective date of the plan. The notes mature in five years and
seven years, respectively.
Priority claims - priority claims consisting primarily of payroll and legal fees
were paid on the effective date of the plan.
Unsecured claims - The holders of unsecured approved claims received 1.88 shares
of the new common stock of the Company for each $1 of allowed claim.
Common stock - The holders of approximately 110 million outstanding shares of
the Company's existing common stock received one share of new common stock for
each 66 shares currently owned. 25 million shares of new common stock were
issued pursuant to the court approved plan. Existing shareholders received
approximately 7% of the new common stock of the company. All references in the
accompanying financial statements to the number of common shares and per share
amounts for 1998 have been restated to reflect the stock split.
The Company accounted for the reorganization using fresh-start reporting.
Accordingly, all assets and liabilities are restated to reflect their
reorganization value, which approximates fair value at the date of
reorganization. Due to the fresh-start accounting adjustments the financial
statements may not be comparable to the prior year.
8
<PAGE>
Item 2. Management's Discussion and Analysis
General -
This discussion should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations in the Company's
annual report on Form 10-KSB for the year ended December 31, 1998. The Company's
shares of capital stock are registered under Section 12 of the Securities
Exchange Act of 1934. The Company became a reporting issuer in March 1997. This
quarterly report on Form 10-QSB and the information incorporated by reference
herein contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements include, but are not limited
to, projected sales, gross margin and net income figures, the availability of
capital resources, plans concerning products and market acceptance.
Forward-looking statements are inherently subject to risks and uncertainties,
many of which cannot be predicted with accuracy and some of which may not even
be anticipated. Future events and actual results, financial and otherwise, could
differ materially from those set forth in or contemplated by the forward-looking
statements herein and any forward looking statements should be considered
accordingly.
In August of 1998 the company filed for reorganization under chapter 11 of the
U. S. Bankruptcy Code in the District of Las Vegas The company operated as a
debtor-in-possession until June 29, 1999 when its plan was confirmed by the
court. The plan became effective on August 19, 1999.
Under the terms of the court-approved plan the existing common stock interests
in Advanced Gaming technology, Inc were cancelled. The company, as reorganized,
issued new common stock. The plan provides generally that unsecured creditors of
the company holding allowed claims receive 1.88 shares of new common stock for
each $1 of allowed claim. Holders of common stock of the company received 7% of
the new common stock under the terms of the plan.
The company has adopted fresh-start accounting on the effective date of the plan
in accordance with AICPA Statement of Position 90-7 " Financial reporting by
entities in reorganization under the bankruptcy code" (SOP 90-7). The fresh
start reporting is reflected in the September 30, 1999 Consolidated Balance
Sheet.
Liabilities subject to compromise immediately prior to the effective date were
discharged on the effective date. Depending on the nature of the claim each
obligation was paid, exchanged for stock, discharged, or carried forward as a
new liability under the terms of the plan.
9
<PAGE>
Results of Operations -
1999 Compared to 1998
Net income for the nine months ended September 30, 1999 before the impact of the
reorganization was $285,078 compared to a net loss of $1,622,164 for the same
period in 1998. This improvement was due to a substantial reduction of operating
costs implemented in August of 1998 and settlement of a product licensing
agreement. With the bankruptcy process complete the company will focus all
efforts on executing the new business plan.
The company is generating minimal revenue from operations. Revenue for the nine
months ended September 30, 1999 was $787,538 compared to $313,719 in 1998.
Leasing of the Max Lite hand-held electronic bingo unit has been hampered by a
lack of operating capital necessary to establish a network of distributors to
market, service and support the product. The company is currently pursuing new
distribution arrangements.
The Max Plus licensing agreement was settled in July 1999. Under the terms of
the settlement the company received a one-time payment of $850,000 in July 1999.
The company retains the right to market the Max Plus and Turbo Max systems. The
Max Plus system will be marketed as a complement to the Max Lite system. No
further royalty payments will be received under the settled license agreement.
Expenses for the first nine months of 1999 were $405,960 compared to $2,175,123
in the prior year. Substantial cost reductions have been achieved in all
operating areas. Salaries and wages expenses and related payroll taxes and
benefits decreased sharply. Expenses are expected to remain low until cash flow
can be generated from product revenue to justify expansion of operations.
Expenses for the third quarter were $153,418 compared to $502,726 in 1998.
Other income (expense) consisted of an expense of $96,500 for the first nine
months of 1999 compared to income of $362,220 in 1998. In 1998 a $1.5 million
licensing payment was received related to the Max Plus licensing agreement. This
amount was offset by $1.1 million in expenses related to interest expense and
equipment write-downs. Interest expense decreased in 1999 is due to the
conversion of liabilities to equity during the past year.
10
<PAGE>
Liquidity and Capital Resources -
The Company raised operating capital in the amount of $1 million in conjunction
with the reorganization. A portion of this new capital was utilized to pay court
approved administrative expenses and priority claims. After these payments and
payments for operating expenses the company expects to have a cash balance in
excess of $600,000. The company is confident that the working capital generated
in conjunction with the plan will allow management to pursue distribution of the
Max Lite and Max Plus products. Due to strong competition in the market there is
no guarantee that such efforts will be successful.
The company's debt was restructured pursuant to the plan. Long-term debt
consists of two notes totaling $2.6 million. The company is required to make
only minimal debt service payments on these notes for the first six months
following the effective date of the plan.
Liabilities subject to compromise were converted to equity, paid or eliminated
on the effective date pursuant to the plan. Each unsecured creditor holding an
allowed claim received 1.88 shares of new common stock for each $1 of allowed
claim in full satisfaction of the outstanding obligation.
The existing common stock of the company was cancelled pursuant to the plan.
Shareholders of record on the effective date received one share of new common
stock for each 66 shares currently owned. 25 million shares of new common stock
were issued pursuant to the court approved plan.
The company intends to aggressively market the existing Max Lite and Max Plus
electronic bingo systems. In addition, the company intends to invest in new
projects as opportunities arise. These projects will likely be in areas
unrelated to the current electronic bingo systems. This is part of an overall
strategic plan to diversify revenue. Such projects may be funded through
existing cash reserves or may require additional working capital. There is no
guarantee that funding will be available when these opportunities arise. The
company will consider all methods of financing as a means of funding new
projects.
11
<PAGE>
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. The Company encounters
competition from a variety of firms offering similar products in its market
area. Many of these firms have long standing customer relationships and are well
staffed and well financed. The Company believes that competition in the industry
is based on competitive pricing, although the ability, reputation and technical
support of a concern is also significant. 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.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Plan and disclosure statement related to chapter 11 reorganization.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company filed one report on Form 8-K during the nine months ended September
30, 1999.
1. Item reported: Announcement of confirmation of plan of reorganization by
bankruptcy court.
13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ADVANCED GAMING TECHNOLOGY, INC.
(Registrant)
DATE: October 27, 1999 By: /s/ DANIEL H. SCOTT
------------------------------------
Daniel H. Scott
President, Chief Executive
Officer and Director
DATE: October 27, 1999 By: /s/ DANIEL H. SCOTT
------------------------------------
Daniel H. Scott
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF ADVANCED GAMING TECHNOLOGY, INC. AS OF SEPTEMBER 30, 1999 AND THE
RELATED STATEMENTS OF OPERATIONS, EQUITY AND CASH FLOWS FOR THE THREE AND NINE
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 815
<SECURITIES> 0
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 20
<CURRENT-ASSETS> 842
<PP&E> 142
<DEPRECIATION> 0
<TOTAL-ASSETS> 3683
<CURRENT-LIABILITIES> 256
<BONDS> 0
0
0
<COMMON> 125
<OTHER-SE> 718
<TOTAL-LIABILITY-AND-EQUITY> 3683
<SALES> 788
<TOTAL-REVENUES> 788
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 406
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97
<INCOME-PRETAX> 19
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
