UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to___________________
Commission file no. 1-9728
JACKPOT ENTERPRISES, INC.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 88-0169922
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1110 Palms Airport Drive, Las Vegas, Nevada 89119
____________________________________________ __________
(Address of principal executive offices) (Zip Code)
702-263-5555
___________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x No
_____ _____
There were 8,974,846 shares of the Registrant's common stock outstanding as
of November 3, 2000.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
September 30, 2000 and June 30, 2000
Condensed Consolidated Statements of Operations (Unaudited) -
Three Months Ended September 30, 2000 and 1999
Condensed Consolidated Statement of Stockholders'
Equity (Unaudited) - Three Months Ended September 30, 2000
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Three Months Ended September 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, June 30,
ASSETS 2000 2000
______ _____________ _________
Current assets:
Cash and cash equivalents $ 58,674 $ 60,090
Other current assets 481 697
Net assets of discontinued operations 15,888 16,645
________ ________
Total current assets 75,043 77,432
________ ________
Notes receivable - related parties 1,250 1,000
Investments in internet-related businesses 32,280 24,136
Excess of costs over equity in underlying
net assets of investments in internet-related
businesses, net of amortization 1,638 1,657
Other non-current assets 854 510
________ ________
Total assets $111,065 $104,735
======== ========
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
(Concluded)
September 30, June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 2000
____________________________________ _____________ _________
Current liabilities:
Accounts payable $ 9 $ -
Other current liabilities 1,103 799
________ ________
Total current liabilities 1,112 799
Convertible subordinated notes, net of amortized
discount of $2,948 and $2,500 20,802 12,750
Deferred income tax 22 762
Minority interest in subsidiary 2,514 2,514
________ ________
Total liabilities and minority interest 24,450 16,825
________ ________
Commitments and contingencies
Stockholders' equity:
Preferred stock - authorized
1,000,000 shares of $1 par value;
none issued
Common stock - authorized
60,000,000 shares of $.01 par
value; 10,233,470 shares issued 102 102
Additional paid-in capital 75,250 73,875
Retained earnings 25,275 27,710
Less 1,258,624 shares of common stock
in treasury, at cost (13,777) (13,777)
Unrealized loss on available-for-sale securities
of equity investee, net of tax (235) -
________ ________
Total stockholders' equity 86,615 87,910
________ ________
Total liabilities and
stockholders' equity $111,065 $104,735
======== ========
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 and 1999
(Dollars in thousands, except per share data)
(Unaudited)
2000 1999
_______ ________
Costs and expenses:
Amortization $ 79 $ -
General and administrative 1,191 679
_______ _______
Totals 1,270 679
_______ _______
Operating loss from continuing operations 1,270 679
_______ _______
Other income (expense):
Net fee from terminated merger - 11,000
Equity in loss of internet-related businesses (1,786) -
Interest and other income 933 467
Interest expense (1,244) -
_______ _______
Totals (2,097) 11,467
_______ _______
Income (loss) from continuing operations
before provision (benefit) for income tax (3,367) 10,788
_______ _______
Provision (benefit) for Federal income tax: (800) 3,351
_______ _______
Net income (loss) from continuing operations (2,567) 7,437
Income (loss) from discontinued operations,
net of tax 132 (144)
_______ _______
Net income (loss) $(2,435) $ 7,293
======= =======
Basic earnings (loss) per share:
Income (loss) from continuing operations $ (.29) $ .86
Income (loss) from discontinued operations .02 (.01)
_______ _______
$ (.27) $ .85
======= =======
Dilutive earnings (loss) per share:
Income (loss) from continuing operations $ (.29) $ .86
Income (loss) from discontinued operations .02 (.01)
_______ _______
$ (.27) $ .85
======= =======
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2000
(Dollars and shares in thousands)
(Unaudited)
<TABLE>
Accumu-
lated
Addi- Other
Common Stock tional Treasury Stock Compre-
_____________ Paid-In Retained ________________ hensive
Shares Amount Capital Earnings Shares Amount Income Totals
______ ______ _______ ________ ______ ________ _______ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance July 1, 2000 10,233 $102 $73,875 $27,710 (1,259) $(13,777) $ - $87,910
Comprehensive loss:
Net loss from continuing
operations (2,567) (2,567)
Income from discontinued
operations, net of tax 132 132
Other comprehensive
loss:
Unrealized loss on
available-for-sale
securities of equity
investee, net of tax (235) (235)
_______
Comprehensive loss (2,670)
Amount allocated to additional
paid-in capital in connection
with the issuance of the 8%
convertible subordinated
notes (See Note 2) 1,375 1,375
______ ____ _______ _______ ______ ________ _____ _______
Balance September 30, 2000 10,233 $102 $75,250 $25,275 (1,259) $(13,777) $(235) $86,615
====== ==== ======= ======= ====== ======== ===== =======
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Dollars in thousands)
(Unaudited)
2000 1999
________ ________
Operating activities:
Net income (loss) $ (2,435) $ 7,293
Adjustments to reconcile net income (loss) to net
cash provided by (used in) continuing operations:
Income (loss) from discontinued operations,
net of tax (132) 144
Net fee from terminated merger - (11,000)
Equity in loss of internet-related businesses 1,786 -
Amortization 79 -
Deferred Federal income tax (740) 1
Gain on sale of short-term investments - (16)
Increase (decrease) from changes in:
Prepaid expenses and other current assets 216 55
Other non-current assets (162) -
Accounts payable and other current liabilities 484 2,842
Other liabilities 927 -
________ ________
Net cash provided by (used in) continuing
operations 23 (681)
Net cash provided by discontinued operations 1,323 752
________ ________
Net cash provided by operating activities 1,346 71
________ ________
Investing activities:
Investments in internet-related businesses (10,409) -
Break-up fee from terminated merger - 13,500
Proceeds from sale of short-term investments - 76
Increase in lease acquisition costs and other
intangible and non-current assets (138) (598)
________ ________
Net cash provided by (used in) continuing
operations (10,547) 12,978
Net cash used in discontinued operations (434) (422)
________ ________
Net cash provided by (used in) investing
activities (10,981) 12,556
________ ________
Financing activities:
Proceeds from convertible subordinated notes 8,250 -
Other (31) -
________ ________
Net cash provided by financing activities
of continuing operations 8,219 -
________ ________
Net increase (decrease) in cash and cash equivalents (1,416) 12,627
Cash and cash equivalents of continuing operations
at beginning of period 60,090 44,137
________ ________
Cash and cash equivalents of continuing operations
at end of period $ 58,674 $ 56,764
======== ========
Supplemental disclosures of cash flow data:
Cash paid during the period for:
Interest $ - $ -
Federal income tax $ - $ -
Non-cash investing and financing activities:
Debt discount on convertible subordinated notes $ 1,375 $ -
Note receivable - related party $ 250 $ -
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Significant accounting policies and business:
Business:
On March 8, 2000, Jackpot Enterprises, Inc. ("Jackpot" or the
"Company"), announced a series of actions designed to transform the
Company from a gaming entity into an Internet infrastructure provider
and a manager of technology funds (the "Internet-Related
Businesses"). On March 10, 2000, the Company formed J Net Ventures
I, LLC ("Venture I"), an entity that will invest primarily in
Internet-Related Businesses. As of September 30, 2000, the Company
owned 100% of Venture I. Venture I is managed by J Net Venture
Partners, LLC (the "Manager"), an affiliate of the Company. Allan R.
Tessler, the Company's Chief Executive Officer, is the Chairman of
the Manager and Keith Meister and Todd Meister are Co-Presidents of
the Manager. In addition, the Board of Directors has unanimously
adopted a resolution to change the name of the Company to J Net
Enterprises, Inc. Such change is subject to the approval of the
Company's stockholders at the Company's Annual Meeting on December 6,
2000.
Business segments:
As of September 30, 2000, the Company operated in a single business
segment, its Internet-Related Business segment. During the three
months ended June 30, 2000 management formalized its plan to sell the
gaming machine route operations segment ("Route Operations") and
commenced activities to dispose of the subsidiaries identified with
that segment. On July 8, 2000, the Company entered into a definitive
agreement to sell its Route Operations (see Note 7). The Company's
Route Operations segment has been reported as discontinued
operations.
Basis of presentation:
The accompanying unaudited condensed consolidated financial
statements included herein have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are
adequate to make the information presented not misleading.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly the
Company's financial position as of September 30, 2000, the results of
its operations for the three months ended September 30, 2000 and 1999
and its cash flows for the three months ended September 30, 2000 and
1999. The results for the three months ended September 30, 2000 and
1999 are not necessarily indicative of results for a full year.
Information included in the condensed consolidated balance sheet as
of June 30, 2000 has been derived from the Company's Annual Report to
the Securities and Exchange Commission on Form 10-K for the fiscal
year ended June 30, 2000 (the "2000 Form 10-K"). These unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and
disclosures included in the 2000 Form 10-K.
Investments in Internet-Related Businesses:
The various interests that the Company acquires in Internet-Related
Businesses are accounted for under one of three methods:
consolidation, equity or cost. The applicable accounting method is
generally determined based on the Company's voting interest and its
ability to influence or control the Internet-Related Business. For
investments accounted for under the equity method, the excess of the
cost of the investment over the Company's equity in the underlying
net assets of such investment is amortized on a straight-line basis
over 5 years. Such amortization is included in the line captioned
equity in loss of internet-related businesses in the accompanying
consolidated statements of operations.
Investments in debt and equity securities:
The Company accounts for investments in debt and equity securities in
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115"). This statement addresses the accounting and reporting
for investments in equity securities that have readily determinable
fair values and for all investments in debt securities, and requires
such securities be classified as either held to maturity, trading, or
available-for-sale. Management determines the appropriate
classification of its investments in securities at the time of
purchase and reevaluates such classification at each balance sheet
date. SFAS 115 requires that available-for-sale securities be
carried at fair value with unrealized gains and losses, net of tax,
reported as a separate component of stockholders' equity. Unrealized
gains and losses for available-for-sale securities are recorded as
comprehensive income and are excluded from earnings. The unrealized
gain on available-for-sale securities, net of tax and comprehensive
income for the three months ended September 30, 1999 was $135,000 and
$7,428,000, respectively.
Recently issued accounting standards:
In June 1998, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"), as amended, which is effective for fiscal years beginning
after June 15, 2000. SFAS 133 establishes additional accounting and
reporting standards for derivative instruments and hedging
activities. SFAS 133 requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position. This statement also defines and allows companies
to apply hedge accounting to its designated derivatives under certain
instances. It also requires that all derivatives be marked to market
on an ongoing basis. This applies whether the derivatives are stand-
alone instruments, such as warrants or interest rate swaps, or
embedded derivatives, such as call options contained in convertible
debt investments. Along with the derivatives, in the case of
qualifying hedges, the underlying hedged items are also to be marked
to market. These market value adjustments are to be included either
in the income statement or other comprehensive income, depending on
the nature of the hedged transaction. The fair value of financial
instruments is generally determined by reference to market values
resulting from trading on a national securities exchange or in an
over the counter market. In cases where derivatives relate to
financial instruments of non public companies, or where quoted market
prices are otherwise not available, such as for derivative financial
instruments, fair value is based on estimates using present value or
other valuation techniques. Based on management's review, the Company
has determined that the warrant purchased by the Company in
connection with the Company's purchase of an interest in Series B
Preferred Stock of TechTrader, Inc. is a derivative as defined in
SFAS 133. On July 1, 2000, the Company adopted SFAS 133 and
recorded this derivative at fair market value. The cumulative effect
of the change in accounting principle for the three months ended
September 30, 2000 was not significant.
In December 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 clarifies existing accounting
principles related to revenue recognition in financial statements.
The Company is required to comply with the provisions of SAB 101 in
its three months ending June 30, 2001. Based upon the current nature
of the Company's continuing operations, management does not believe
that SAB 101 will have a significant impact on the Company's results
of operations.
In March 2000, the FASB issued FASB Interpretation 44 "Accounting for
Certain Transactions involving Stock Compensation" ("FIN 44"), which
provides clarification on the application of Accounting Principals
Board Opinion No. 25 "Accounting for Stock Issued to Employees". The
Company adopted the provisions of FIN 44 on July 1, 2000. Such
adoption had no effect on the Company's results of operations.
Note 2 - Convertible subordinated notes:
On October 2, 2000, the Company completed its offering of
approximately $28 million of unregistered 8% convertible subordinated
notes (the "Notes") to a small group of investors. Certain of the
investors include officers and directors of the Company or entities
controlled by such directors and the Co-Presidents of the Manager.
As of September 30, 2000, the Company had raised $23,750,000 from the
issuance of the Notes. Subsequently, Mariner LLC ("Mariner"), an
unaffiliated entity, purchased an additional $4 million of the Notes.
Including this transaction, the Company has raised $27,750,000 from
the issuance of the Notes.
In connection with the Mariner purchase, Mark W. Hobbs, President and
Chief Operating Officer of the Company entered into an agreement with
Mariner with respect to Mr. Hobbs' participation in the ownership of
$2 million of the $4 million Note. Pursuant to the arrangement, Mr.
Hobbs obtains the full economic benefit with respect to $1 million of
the Notes including the interest thereon and the potential upside
upon conversion to common stock and the sale thereof. With respect to
an additional $1 million Mr. Hobbs obtained the potential upside upon
conversion to common stock and the sale thereof. Mr. Hobbs is at
risk in the event of default on the two million dollar original
purchase price and has pledged his limited partnership interests in
Mariner GP, L.P. as collateral against such default. Mariner GP,
L.P., a Delaware limited partnership is the general partner of
Mariner Partners, L.P. In connection with such transaction, Mr.
Hobbs waived his right under his employment agreement to receive up
to a $1 million loan from the Company to purchase up to $2 million of
the Notes. For information regarding Jackpot's investment in Mariner
Partners, L.P., see Note 8.
For financial statement purposes, as of June 30, 2000, $15,250,000 of
the Notes were deemed to have been beneficially converted as the
conversion feature was in-the-money at the commitment date. The
Company has calculated the beneficial conversion feature as the
difference between the fair value of the common stock at the
commitment date and the initial conversion price, multiplied by the
number of shares into which the debt is convertible. Approximately
$2,500,000 of the proceeds from issuance of the Notes, equal to the
intrinsic value, was recorded as debt discount and allocated to
additional paid-in capital as of June 30, 2000. During the three
months ended September 30, 2000, the Company raised an additional
$8,500,000 through the issuance of the Notes. A substantial portion
of these Notes was also deemed to have been beneficially converted as
described above. As a result, an additional $1,375,000 of the
proceeds was recorded as debt discount and allocated to paid-in
capital. The terms of this issuance were identical to the Notes
issued in June 2000. Because the debt is not convertible until June
1, 2001, the debt discount is amortized to interest expense from the
date of issuance of the Note through June 1, 2001 using the interest
method.
As of September 30, 2000, three directors of Jackpot or entities
controlled by such directors, the adult children of certain directors
or entities controlled by such children, Meister Brothers Holdings,
LLC, and one officer of the Company have invested $3 million, $4
million, $3 million, and $.5 million, respectively, in the Notes. In
connection with the issuance of the Notes, the Company loaned $1
million and $250,000 to Meister Brothers Holdings, LLC and the
officer, respectively. Interest on the loans accrues at 8% per
annum. The principal amount and accrued interest is payable on June
30, 2002. Both obligations are secured by the right, title and
interest in and to the Notes.
For the three months ended September 30, 2000, interest expense
related to the Notes was $1,244,000. Of such amount, approximately
$928,000 was from the amortization of the debt discount and the
remaining $316,000 represented interest payable to the Note holders
at 8% on the principal amount. For further information concerning
the Notes, see Note 2 of Notes to Consolidated Financial statements
in the 2000 Form 10-K.
Note 3 - Investments in Internet-Related Businesses:
As of September 30, 2000, all of the Company's investments in
Internet-Related Businesses were in non public companies. Such
investments under the applicable accounting methods are summarized as
follows (dollars in thousands):
September 30, 2000 June 30, 2000
__________________ _____________
Consolidation $ 2,540 $ 2,540
Equity method 11,521 13,544
Cost method 18,219 8,052
_______ _______
Total $32,280 $24,136
======= =======
During the three months ended September 30, 2000, the Company, on
behalf of Venture I, acquired interests in Jasmine Networks, Inc.,
Estara, Inc. and Tellme Networks, Inc. for $5 million, $2.7 million
and $2 million, respectively. Such companies are non public
development stage companies. The Company accounts for these
investments under the cost method.
For the three months ended September 30, 2000, the Company's equity
in losses of its investments in Internet-Related Businesses accounted
for under the equity method aggregated $1,786,000. Such amount
consisted of the Company's share of the operating loss incurred by
Digital Boardwalk, LLC, Alistia, Inc. and TechTrader, Inc. of
$626,000, $278,000, and $882,000, respectively. For additional
information concerning the Company's investments in Internet-Related
Businesses, see Note 3 of Notes to Consolidated Financial Statements
in the 2000 Form 10-K.
Note 4 - Earnings (loss) per share:
Basic earnings (loss) per share from continuing operations for the
three months ended September 30, 2000 and 1999 and diluted loss per
share from continuing operations for the three months ended September
30, 2000 are computed by dividing net income (loss) from continuing
operations by the weighted average number of common shares
outstanding for the respective period. Diluted earnings per share
from continuing operations for the three months ended September 30,
1999 is computed by dividing net income by the weighted average
number of common and common equivalent shares outstanding. Options
and warrants to purchase common stock, whose exercise price was
greater than the average market price for the three months ended
September 30, 1999, have been excluded from the computation of
diluted earnings per share from continuing operations. Such
antidilutive options and warrants were 1,675,000. Because the three
months ended September 30, 2000 had a loss from continuing
operations, no potential common shares from the assumed exercise of
stock options and the put option and the assumed conversion of the 8%
convertible subordinated notes have been included in the diluted loss
per share from continuing operations computation pursuant to
accounting principles generally accepted in the United States of
America. The following is the amount of income (loss) and the number
of shares used in the basic and diluted earnings (loss) per share
computations for continuing operations (dollars and shares in
thousands, except per share data):
Three months ended
September 30,
___________________
2000 1999
_______ ______
Basic earnings (loss) per share from
continuing operations:
Earnings (loss):
Income (loss) available to common
stockholders $(2,567) $7,437
======= ======
Shares:
Weighted average number of common shares
outstanding 8,975 8,617
======= ======
Basic earnings (loss) per share from
continuing operations $ (.29) $ .86
======= ======
Diluted earnings (loss) per share from
continuing operations:
Earnings (loss):
Income (loss) available to common
stockholders $(2,567) $ 7,437
Effect of dilutive securities - -
_______ ______
Income (loss), as adjusted $(2,567) $7,437
======= ======
Shares:
Weighted average number of common shares
outstanding 8,975 8,617
Common shares issuable upon assumed
exercise of dilutive stock options - 23
Less common shares assumed to be
repurchased by application of the
treasury stock method to the proceeds
using the average market price for the
period - 23
Common shares issuable upon assumed
conversion of the 8% convertible
subordinated notes - -
Common shares issuable upon assumed
exercise of put option - -
_______ ______
Weighted average number of common shares
and common share equivalents
outstanding 8,975 8,617
======= ======
Diluted earnings (loss) per share from
continuing operations $ (.29) $ .86
======= ======
Note 5 - The 1992 Incentive and Non-qualified Stock Option Plan:
On September 29, 2000, the exercise price of the June 30, 2000 grant
of nonqualified stock options to purchase an aggregate of 110,000
shares of common stock (27,500 each to four directors) was vested at
$9.50 per share, the fair market value of the stock on that date,
pursuant to the terms of the 1992 Incentive and Non-qualified Stock
Option Plan (the "1992 Plan"). See Note 6 of Notes to Consolidated
Financial Statements in the 2000 Form 10-K for further information
regarding the 1992 Plan and option grants.
Note 6 - Commitments and contingencies:
Employment agreements:
Jackpot entered into employment agreements with Mark W. Hobbs,
President and Chief Operating Officer, and Steven L. Korby, Executive
Vice President and Chief Financial Officer on October 1, 2000. Such
agreements expire on June 21, 2003. Jackpot also has employment
agreements with George Congdon, Senior Vice President - Operations
and Bob Torkar, Senior Vice President - Finance, which expire on June
30, 2001. In the event of termination of employment, as defined in
each employment agreement, such officers would receive severance
payments. The aggregate contingent liability at September 30, 2000
under such agreements is $1,690,000. The aggregate commitment for
future salaries at September 30, 2000, excluding bonuses, under the
above four employment agreements is approximately $1.8 million.
Note 7 - Discontinued operations:
Definitive agreement:
On July 8, 2000, the Company entered into a definitive agreement to
sell its Route Operations for $45 million in cash. As a result of
management's plan to dispose of the Route Operations and of the sale,
which is subject to closing conditions and regulatory and other
approvals, the financial position and the results of operations for
the Route Operations have been reported as discontinued operations.
In accordance with accounting principles applicable to discontinued
operations, previously reported financial statements have been
reclassified to reflect the Route Operations as discontinued. On
October 30, 2000, the Company agreed to a conditional modification of
the agreement due to issues relating to the purchaser's financing.
The modification will reduce the net after-tax cash proceeds from the
sale by approximately $4.5 million. The Company expects to complete
the closing of the sale on these revised terms during the three
months ending December 31, 2000.
Settlement with Rite Aid Corporation:
On March 27, 2000, Jackpot entered into amendments to its two license
agreements with Rite Aid Corporation ("Rite Aid"). As a result of
the subsequent receipt of certain administrative approvals from the
Nevada State Gaming Control Board ("Nevada Board") for 31 Rite Aid
locations, such amendments became effective October 9, 2000.
Pursuant to the terms of the amendments, license fees payable to Rite
Aid were reduced by approximately $2.5 million annually over the
remaining term of the amended agreements. Such reductions were
effective March 1, 2000. All disputes between the parties, including
Jackpot's lawsuit against Rite Aid have been resolved or settled as a
result of the filing by the parties of the Stipulation for Dismissal
on October 16, 2000.
For the fiscal year ended June 30, 2000, the Company incurred an
operating loss of approximately $3.4 million at the Rite Aid
locations. As a result of the reduction in license fees described
above, the Company's operating loss at the Rite Aid locations for the
three months ended September 30, 2000 was reduced substantially.
However, even with the license fee reductions, management believes
that the Company will continue to incur losses, and such losses may
be significant, unless revenues increase significantly at these
locations.
The following are the summary operating results of the discontinued
operations (dollars in thousands):
Three Months Ended
September 30,
____________________
2000 1999
_______ _______
Revenues $19,232 $22,800
Costs and expenses 19,022 23,036
_______ _______
Operating income (loss) 210 (236)
Other income 8 18
_______ _______
Income (loss) before provision
(benefit) for income tax 218 (218)
Provision (benefit) for income tax 86 (74)
________ ________
Income (loss) from discontinued
operations, net of tax $ 132 $ (144)
======== ========
The following are the net assets of the discontinued operations
(dollars in thousands):
September 30, 2000 June 30, 2000
___________________ ______________
Assets:
Cash $ 3,500 $ 3,500
Prepaid expenses 1,151 1,209
Other current assets 1,062 1,020
Deferred income tax 541 384
Property and equipment at
cost, net 10,965 11,907
Lease acquisition costs and
other intangible assets, net 5,371 5,190
_______ _______
Total assets $22,590 $23,210
======= =======
Liabilities:
Accounts payable and other current
liabilities $ 2,580 $ 2,516
Deferred rent 4,122 4,049
_______ _______
Total liabilities 6,702 6,565
_______ _______
Net assets of discontinued
operations $15,888 $16,645
======= =======
Note 8 - Subsequent events:
Acquisition of InterWorld Corporation:
On October 12, 2000, Jackpot and InterWorld Corporation
("InterWorld") entered into a definitive Securities Purchase
Agreement (the "Purchase Agreement"). Pursuant to the terms of the
Purchase Agreement, Jackpot purchased $20 million in aggregate
principal amount of Series A Preferred Stock of InterWorld (the
"Series A Preferred Stock") on November 10, 2000. Each share of
Series A Preferred Stock is initially convertible into shares of
Common Stock of InterWorld (the "Common Stock") at a conversion price
of $6.25 per share (the "Conversion Price"), subject to adjustment on
the six month anniversary of the date of issue, to 90% of the average
daily closing price of Common Stock for such six-month period, but in
no event less than $2.00 per share. Furthermore, on April 12, 2001,
Jackpot, at its sole discretion, shall have the option to require
InterWorld to redeem the Series A Preferred Stock for cash at 150% of
the purchase price; provided that such right will expire if
InterWorld consummates a change of control transaction with Jackpot
on or prior to such date.
In connection with the issuance of the Series A Preferred Stock,
InterWorld shall issue to Jackpot warrants to purchase shares of
Common Stock at an exercise price of $7.25 per share, subject to
adjustment, exercisable at any time until October 12, 2005, equal to
19.999% of the current outstanding shares of Common Stock less the
amount of shares issuable upon the conversion of the Series A
Preferred Stock.
In addition, on October 12, 2000 Jackpot, on behalf of Venture I,
entered into a Loan and Forbearance Agreement with Michael Donahue,
Chairman of InterWorld, pursuant to which Jackpot purchased from
Salomon Smith Barney ("SSB") a loan from SSB to Mr. Donahue in the
amount of approximately $12,445,500. The loan is secured by
4,270,406 shares of Common Stock. In connection therewith Jackpot
entered into a Call/Participation Agreement with Mr. Donahue whereby
he agreed that Jackpot would share in the profit on a portion of the
stock securing the loan once certain conditions, including the
repayment of the loan, were met. Mr. Donahue has sole power to vote
and dispose of such shares.
Investment in Mariner Partners, L.P.:
In October and November 2000, the Company invested $15 million in
Mariner Partners, L.P. (the "Partnership"), a private investment fund
which primarily trades in a variety of hedged investment strategies.
Mariner GP, L.P., a Delaware limited partnership, is the general
partner of the Partnership. According to the Partnership, its
primary focus is on hedged arbitrage trading utilizing a variety of
trading strategies. The strategies include arbitrage trading in the
following instruments: U.S. Treasury securities and related futures,
U.S. and foreign convertible bonds and preferred stock and their
related common stocks, European government securities and related
futures contracts, mortgage-backed securities, corporate bonds, bank
debt and common stocks in global equity markets. However, the
General Partner has the discretion to cause the Partnership to invest
in all forms of securities, swaps, commodity futures products and
related derivative instruments, including equities, equity related
securities, bonds and other fixed income securities, options,
repurchase agreements, futures and forward contracts and currencies,
in both domestic and foreign markets and in any instrument or product
commodity traded as a medium of investment. The Partnership is
permitted to engage in a highly diverse range of investment and
trading strategies, including those involving derivative and hybrid
instruments. Generally, at the end of each fiscal quarter of the
Partnership and upon 45 days' prior written notice, Jackpot has the
right to withdraw any portion of its capital account (but at least
$100,000) or to withdraw from the Partnership.
Item 2. Management's Discussion and Analysis of Financial Condition and
_______________________________________________________________
Results of Operations
_____________________
Forward-Looking Statements; Risks and Uncertainties
___________________________________________________
Certain information included in this Form 10-Q and other materials
filed or to be filed by the Company with the Securities and Exchange
Commission contains statements that may be considered forward-looking. All
statements other than statements of historical information provided herein
may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects", "should"
and similar expressions are intended to identify forward-looking statements.
In addition, from time to time, the Company may release or publish forward-
looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments and similar
matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the
terms of the safe harbor, the Company notes that a variety of factors could
cause the Company's actual results and experience to differ materially from
the anticipated results or other expectations expressed in the Company's
forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development and results of the Company's Internet-Related
Businesses include, but are not limited to, the ability of the Company to
identify and negotiate on terms acceptable to the Company an acquisition of
a systems development or other internet infrastructure company and the
ability to successfully integrate and grow such business if acquired, the
success of those entities in which the Company has invested, the ability of
those entities, in which the Company has existing minority investments, to
raise additional capital on terms that such entities find attractive to
themselves and to the Company or to otherwise monetize their securities, and
the ability of the Company to raise additional outside capital for J Net
Ventures I, LLC or for any future funds to be established.
The risks and uncertainties that may affect the operations,
performance, development and results of the Company's discontinued Route
Operations include, but are not limited to, competitive pressures, the loss
or nonrenewal of any of Jackpot's significant contracts, the consolidation
or disposition of selected locations as a result of the merger of
Albertson's, Inc. and American Stores Company (each of which was a
significant customer of the Company during the past three fiscal years),
conditioning or suspension of any gaming license, unfavorable changes in
gaming regulations, possible future financial difficulties of any
significant customer and the continued growth of the gaming industry and
population in Nevada. Readers are cautioned not to place undue reliance on
any forward-looking statements, which speak only as of the date thereof.
The Company assumes no obligation to update or supplement forward-looking
statements as a result of new circumstances or subsequent events.
Overview
________
On March 8, 2000, Jackpot Enterprises, Inc. ("Jackpot" or the
"Company"), which has operated as one business segment since it was
organized in 1980, announced a series of actions designed to transform the
Company from a gaming entity into a high growth, technology, Internet
infrastructure provider and fund manager ("Internet-Related Businesses").
On March 10, 2000, the Company formed J Net Ventures I, LLC ("Venture I"),
an entity that will invest primarily in Internet- Related Businesses. As of
September 30, 2000, the Company owned 100% of Venture I. Venture I is
managed by J Net Venture Partners, LLC (the "Manager"). Allan R. Tessler,
the Company's Chief Executive Officer is the Chairman of the Manager and
Keith Meister and Todd Meister are Co- Presidents of the Manager. The
Company will at all times own at least 51% of the Manager. In addition, the
Board of Directors has unanimously adopted a resolution to change the name
of the Company to J Net Enterprises, Inc. Such change is subject to the
approval of the Company's stockholders at the Company's Annual Meeting on
December 6, 2000.
Venture I will be a $75 million fund. Of the $75 million, the Company
has committed $55 million and entities associated with Gilbert Global
Equity, a private equity partnership, have committed $15 million. The
remaining $5 million will be funded by certain other investors, subject to
the completion of the agreement between such investors and Venture I. A
portion of the $55 million was derived from the sale of 8% convertible
subordinated notes (the "Notes"). The investors in such Notes include
officers and directors of the Company or entities controlled by such
directors and the Co-Presidents of the Manager. As of October 2, 2000, the
Company has raised approximately $28 million through the issuance of the
Notes. For financial statement purposes, certain of the Notes were deemed
to have been beneficially converted as the conversion feature was in-the-
money at the commitment date. Approximately $3.9 million of the proceeds
from the issuance of the Notes, equal to the intrinsic value, has been
recorded as debt discount and allocated to additional paid-in capital. Of
the $3.9 million, $2.5 million was recorded on June 28, 2000, and the
remaining $1.4 million was recorded in the three months ended September 30,
2000. Because the debt is not convertible until June 1, 2001, the debt
discount is amortized to interest expense from the date of issuance of the
Notes through June 1, 2001 using the interest method. As a result of the
issuance of the Notes, interest expense for the year ending June 30, 2001
will increase substantially. For further information concerning the Notes,
see Note 2 of Notes to Condensed Consolidated Financial Statements.
Venture I will make investments primarily in early stage ventures
(first and second round financing) exhibiting reasonable risk adjusted
valuations. Additionally, Venture I may invest in public companies when an
opportunity exists for value creation. It is anticipated that individual
investments will range from $1 million to $10 million and will consist of
the following: (1) New companies primarily in the business-to-business
segment; (2) Established "brick and mortar" companies who have established
brand identities but have not yet developed, deployed or migrated their
businesses to the Internet; (3) Technology and infrastructure opportunities
which capitalize on the growth of Internet traffic and the proliferation of
Internet ready devices; (4) Broadband technologies and related content
driven opportunities; and (5) Opportunistic turn-around situations. As of
September 30, 2000, the Company had invested approximately $34 million in
Internet-Related Businesses. Of the $34 million, the Company invested
approximately $20 million on behalf of Venture I.
Prior to the Company's change in business strategy, the Company had
been actively engaged, through its subsidiaries, in the gaming industry for
over 30 years. The Company is one of the largest gaming machine route
operators in the State of Nevada, and is an established leader in the
operation of gaming machines in multiple retail locations ("Route
Operations"). In connection with its change in business strategy, the
Company has retained the investment banking firm of Koffler & Company to
advise the Company on the disposition of its gaming business segment.
During the three months ended June 30, 2000, management formalized its plan
to sell the Route Operations and commenced activities to dispose of such
operations. On July 8, 2000, the Company entered into a definitive
agreement to sell its Route Operations for $45 million in cash. As a
result of management's plan to dispose of the Route Operations and of the
sale, which is subject to closing conditions and regulatory and other
approvals, the financial position and results of operations of the Route
Operations have been reported as discontinued operations. In accordance
with accounting principles generally accepted in the United States of
America applicable to discontinued operations, previously reported financial
statements have been reclassified to reflect the Route Operations as
discontinued. On October 30, 2000, the Company agreed to a conditional
modification of the agreement due to issues relating to the purchaser's
financing. The modification will reduce the net after-tax cash proceeds
from the sale by approximately $4.5 million. The Company expects to
complete the closing of the sale on these revised terms during the three
months ending December 31, 2000.
At various times during the past several years, the Company engaged in
the active consideration of potential acquisitions and expansion
opportunities in both the gaming and nongaming markets, including most
recently in 1999 in connection with the potential acquisition of Players
International, Inc. ("Players") and CRC Holdings, Inc. d/b/a Carnival
Resorts & Casinos ("CRC"), a privately owned company. The Company devoted
significant management and other resources to these efforts and incurred
substantial expenses in connection with such activities. The discussion
that follows is based on giving retroactive effect to the discontinued
operations. Since the Route Operations was the Company's only business
segment from its inception through February 2000, the following discussion
focuses primarily on Jackpot's continuing operations, which consisted
primarily of general and administrative activities of the parent company and
since March 2000, Jackpot's Internet-Related Businesses segment.
Results of Operations
_____________________
Revenues:
The Company had no revenues from continuing operations for the three
months ended September 30, 2000 and 1999 (referred to herein as the "2000
three months" and the "1999 three months", respectively).
Costs and expenses:
Costs and expenses of Jackpot's continuing operations, consisted
principally of general and administrative activities of the parent company
and since March 2000, Jackpot's Internet-Related Businesses segment,
increased $.6 million, from $.7 million for the 1999 three months to $1.3
million for the 2000 three months. The increase was due primarily to
payroll costs incurred for additional personnel in connection with the
Internet-Related Businesses segment.
Other income (expense):
Other income (expense) decreased $13.6 million, from $11.5 million of
other income, net to $2.1 million of other expense, net. Other income, net
for the 1999 three months consisted principally of the net fee of $11.0
million from the terminated merger with Players, while other expense, net
for the 2000 three months consisted primarily of the Company's equity in
losses of its investments in Internet-Related Businesses of $1.8 million and
interest expense related to the Notes of $1.2 million, net of interest
income of $.9 million.
Income (loss) from continuing operations before provision (benefit) for
income tax:
Income (loss) from continuing operations before provision (benefit) for
income tax increased $14.2 million, from income before income tax of $10.8
million for the 1999 three months to a loss before income tax of $3.4
million for the 2000 three months. Excluding the net fee from the
terminated merger of $11.0 million described above, such loss increased $3.2
million. The $3.2 million consisted principally of the Company's equity in
losses of its investments in Internet-Related Businesses accounted for under
the equity method of $1.8 million and interest expense related to the Notes
of $1.2 million. The equity loss of $1.8 million consisted of the Company's
share of the operating loss incurred by Digital Boardwalk, LLC, Alistia,
Inc. and TechTrader, Inc. of $.6 million, $.3 million, and $.9 million,
respectively.
Net income (loss):
Net loss increased $9.7 million, from net income of $7.3 million for
the 1999 three months to a net loss of $2.4 million for the 2000 three
months. Diluted earnings (loss) per share for the 2000 three months was
$(.27) versus $.85 for the 1999 three months. Such decreases were due
primarily to the combination of significant items described above.
Capital Resources and Liquidity
_______________________________
Liquidity:
On October 29, 1996, Jackpot's Board of Directors authorized management
to repurchase up to 500,000 shares of Jackpot's common stock at prevailing
market prices. Subsequently, on January 22, 1998, such authorization was
increased from 500,000 to 1,000,000 shares. From October 29, 1996 through
September 30, 2000, Jackpot repurchased 800,437 shares at an aggregate cost
of approximately $8.5 million.
On October 12, 2000, Jackpot and InterWorld Corporation ("InterWorld")
entered into a definitive Securities Purchase Agreement (the "Purchase
Agreement"). Pursuant to the terms of the Purchase Agreement, Jackpot
purchased $20 million in aggregate principal amount of Series A Preferred
Stock of InterWorld (the "Series A Preferred Stock") on November 10, 2000.
In addition, on October 12, 2000, Jackpot, on behalf of Venture I, entered
into a Loan and Forbearance Agreement with Michael Donahue, Chairman of
InterWorld, pursuant to which Jackpot purchased from Salomon Smith Barney
("SSB") a loan from SSB to Mr. Donahue in the amount of approximately
$12,445,500. The loan is secured by 4,270,406 shares of InterWorld common
stock.
As described previously, the Company has recently raised approximately
$28 million through the issuance of the Notes. As a result of the
successful completion of such financing, management believes the Company's
working capital will be sufficient to enable Jackpot to fund its $55 million
commitment to Venture I, and to meet its operating and other cash
requirements for the year ending June 30, 2001. With respect to the
Company's $55 million commitment to Venture I, the Company has invested $32
million on behalf of Venture I as of October 12, 2000.
Cash Flows:
Jackpot's principle sources of cash for the 2000 three months consisted
of the proceeds of $8.2 million received from the issuance of the Notes and
its available cash and cash equivalents which, at June 30, 2000, was $60.1
million and at September 30, 2000 was $58.7 million. Net cash used in
investing activities was $11.0 million for the 2000 three months, and
consisted primarily of cash used of $10.4 million for investments in
Internet-Related Businesses. As a result of the combination of net cash
provided by operating and financing activities of $1.4 million and $8.2
million, respectively, less cash used in investing activities of $11.0
million, cash and cash equivalents decreased $1.4 million in the 2000 three
months.
Recently Issued Accounting Standards:
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 clarifies existing accounting principles related to
revenue recognition in financial statements. The Company is required to
comply with the provisions of SAB 101 in its three months ending June 30,
2001. Based upon the current nature of the Company's continuing operations,
management does not believe that SAB 101 will have a significant impact on
the Company's results of operations.
Factors Which May Affect Future Results
_______________________________________
With its change in business strategy, the Company will be operating in
a significantly different environment that involves a number of risks and
uncertainties. Some factors including, but not limited to the following,
may affect the Company's future results of operations: (1) the Company's
ability to successfully execute its new business model; (2) the development
of the Internet and the infrastructure that supports it; (3) the Company's
success may depend greatly on increased use of the Internet by businesses
and individuals; (4) the ability of the Company's investees to compete
against direct and indirect competitors; (5) the Company's ability to
acquire interests in additional Internet-Related Businesses, (6) the ability
of the Company's investees to raise additional capital, and (7) changes in
the market for securities of Internet-Related Businesses in general and for
initial public offerings of Internet companies in particular.
By their very nature, the entities in which the Company has and will be
investing capital will be in an earlier stage of development and maturity,
and therefore a different level of risk and reward. Except for the
acquisition of InterWorld Corporation (See Note 8 of Notes to Condensed
Consolidated Financial Statements), all of the Company's investments in
Internet-Related Businesses are in non public companies. Substantially all
such companies are development stage companies and are presently incurring
operating losses. There can be no assurance that such companies will
generate operating income in the future.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
_________________________________________________________
The Company is generally exposed to market risk from adverse changes in
interest rates. The Company's interest income is affected by changes in the
general level of U.S. interest rates. Changes in U.S. interest rates could
affect interest earned on the Company's cash equivalents, debt instruments
and money market funds. A majority of the interest earning instruments earn
a fixed rate of interest over short periods (7-35 days). Based upon the
invested balances at September 30, 2000, a 10% drop in interest rates would
reduce pretax interest income by approximately $300,000 per year.
Therefore, the Company does not anticipate that exposure to interest rate
market risk will have a material impact on the Company due to the nature of
the Company's investments.
From June 2000 through October 2, 2000, the Company raised
approximately $28 million from the issuance of unregistered 8% convertible
subordinated notes ("the Notes"). The principal amount of the Notes is
payable on March 31, 2007 and bears interest at 8% per annum, payable on a
quarterly basis. For financial statement purposes, certain of the Notes
were deemed to have been beneficially converted as the conversion feature
was in-the-money at the commitment date. The Company has calculated the
beneficial conversion feature as the difference between the fair value of
the common stock at the commitment date and the initial conversion price,
multiplied by the number of shares into which the debt is convertible.
Approximately $3.9 million of the proceeds from issuance of the Notes, equal
to the intrinsic value, has been recorded as debt discount and allocated to
additional paid-in capital. Management believes that the carrying value of
the Notes approximates fair value as of September 30, 2000.
On July 1, 2000, the Company adopted SFAS 133. As of September 30,
2000, the Company has one derivative instrument in the form of a warrant to
purchase common stock in a non public company. There is currently no public
market for this warrant. However, a 10% change in the value of the warrant
based upon the Company's valuation of the warrant using Black Scholes
valuation techniques would affect earnings by $160,000.
PART II. OTHER INFORMATION
_________________
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.25 - Employment Agreement between the Registrant and Mark W.
Hobbs.
10.26 - Employment Agreement between the Registrant and Steven L.
Korby.
10.27 - Securities Purchase Agreement dated October 12, 2000 by and
among Jackpot Enterprises, Inc. and InterWorld Corporation.
(A)
10.28 - Loan Assumption and Forbearance Agreement dated October 12,
2000 by and between Michael Donahue and Jackpot
Enterprises, Inc. (A)
10.29 - Call/Profit Participation Agreement dated October 12, 2000
by and between Michael Donahue and Jackpot Enterprises,
Inc. (A)
10.30 - Modification letter dated October 30, 2000 to Stock
Purchase Agreement between E-T-T, Inc. and the Registrant.
27.1 - Financial Data Schedule.
(A) Incorporated by reference to Registrant's Form 8-K
dated October 25, 2000.
(b) Reports on Form 8-K:
During the three months ended September 30, 2000, Jackpot filed one
report on Form 8-K, dated October 25, 2000. The Form reported on
"Item 5 - Other Events," the proposed acquisition of InterWorld
Corporation.
Signature
_________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JACKPOT ENTERPRISES, INC.
_________________________
(Registrant)
By: /s/ Bob Torkar
_________________________
BOB TORKAR
Senior Vice President - Finance,
Treasurer and Chief Accounting Officer
Date: November 14, 2000
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