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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 quarter ended March 31, 1999
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 number 33-7764-C
INTERACTIVE GAMING & COMMUNICATIONS CORP.
Exact name of registrant as specified in charter)
Delaware (State or other jurisdiction of incorporation or organization) | 23-2838676 (I.R.S. Employer Identification No.) |
4070 Butler Pike - Plymouth Meeting, PA 19462
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 941-0305
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 [ ]
As of July 6, 1999, there were 15,544,903 shares of the Registrant's common
stock outstanding. The aggregate market value of the Registrant's voting
stock held by nonaffiliates of the Registrant was approximately $3,103,360
computed at the closing price for the Registrant's common stock on the NASD
Bulletin Board on July 6, 1999.
FINANCIAL STATEMENTS
In the opinion of the management of Interactive Gaming & Communications Corp. and subsidiaries (the Company), the accompanying unaudited interim consolidated financial statements contain all adjustments necessary of a fair presentation of the Company's financial condition as of March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998.
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that the disclosures and information presented are adequate and not misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report Form 10-KSB for the year ended December 31, 1998. Certain items in prior period consolidated financial statements have been reclassified, where appropriate, to conform with the March 31, 1999 presentation.
INTERACTIVE GAMING & COMMUNICATIONS CORP. | |||||
CONSOLIDATED BALANCE SHEET | |||||
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1999 | |||||
AND YEAR ENDED DECEMBER 31, 1998 | |||||
MARCH | DEC | ||||
1999 | 1998 | ||||
(UNAUDITED) | |||||
ASSETS | |||||
CURRENT ASSETS: | |||||
Cash | $ 44,645 | $ 5,708 | |||
Accounts receivable, net of allowance for doubtful accounts of $113,000 in 1999 and 1998 | 2,648,773 | 6,934 | |||
Deferred tax asset | 100,000 | - | |||
Net current assets of discontinued operations | - | - | |||
Total current assets | 2,793,418 | 12,642 | |||
EQUIPMENT, Net | 120,237 | 68,351 | |||
INTANGIBLE ASSETS: | |||||
Systems development costs, net | 1,652,149 | 1,393,547 | |||
Gaming and software sub-licenses, net | 301,616 | ||||
Total intangible assets | 1,652,149 | 1,695,163 | |||
OTHER ASSETS: | |||||
Security deposits | 1,118 | 1,118 | |||
Note receivable | - | - | |||
Total other assets | 1,118 | 1,118 | |||
NET NONCURRENT ASSETS OF DISCONTINUED OPERATIONS | |||||
TOTAL | $ 4,566,922 | $ 1,777,274 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
CURRENT LIABILITIES: | |||||
Notes payable - Current Portion | $ 60,000 | $ 318,021 | |||
Bank overdraft | - | ||||
Current portion of long-term debt | 15,000 | ||||
Accounts payable and accrued expenses | 670,885 | 991,122 | |||
Net current liabilities of discontinued operations | - | - | |||
Total current liabilities | 730,885 | 1,324,143 | |||
LONG TERM DEBT AFTER ONE YEAR | 243,021 | 76,000 | |||
Total Liabilities | 973,906 | 1,400,143 | |||
STOCKHOLDERS' EQUITY: | |||||
Common stock, $0.001 par value, 25,000,000 shares authorized, 15,544,903 and 13,701,290 shares issued and outstanding in 1999 and 1998, respectively | 15,545 | 13,701 | |||
Additional paid-in capital | 5,703,914 | 2,676,296 | |||
Deficit | (2,126,443) | (2,312,866) | |||
Total stockholders' equity | 3,593,016 | 377,131 | |||
TOTAL LIABILITIES & CAPITAL | $ 4,566,922 | $ 1,777,274 | |||
See Notes to Consolidated Financial Statements |
INTERACTIVE GAMING & COMMUNICATIONS CORP. | |||||
CONSOLIDATED STATEMENT OF OPERATIONS | |||||
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND YEAR ENDED 1998 | |||||
1999 | 1998 | ||||
(UNAUDITED) | |||||
REVENUES: | $ 273,244 | $ 81,459 | |||
EXPENSES: | |||||
Salaries | 48,614 | 99,393 | |||
Depreciation and amortization | - | 62,495 | |||
Advertising | 3,751 | 130 | |||
Legal and professional | 179 | 54,222 | |||
Rent | 14,097 | 18,782 | |||
Provision for doubtful accounts | - | - | |||
Office | 2,948 | 10,192 | |||
Telephone | 4,200 | 15,840 | |||
Insurance | - | 12,976 | |||
Travel and related expenses | 2,313 | 7,128 | |||
Other | 6,210 | 6,766 | |||
Auto | 3,932 | 3,487 | |||
Interest | - | 3,532 | |||
Bank charges | 578 | 11,856 | |||
Repairs and maintenance | - | 312 | |||
Services and other fees | - | - | |||
Total expenses | 86,821 | 307,111 | |||
OTHER INCOME | - | - | |||
Income (Loss) from continuing operations before taxes and extraordinary item | 186,423 | (225,652) | |||
Income tax expense | - | (100,000) | |||
Income from continuing operations | 186,423 | (325,652) | |||
Income (Loss) from discontinued operations | - | 134,732 | |||
Loss before extraordinary item | 186,423 | (190,920) | |||
Extraordinary item | - | 1,656,344 | |||
Net Income (Loss) | $ 186,423 | $ 1,465,424 | |||
Basic (loss) earnings per common share: | |||||
Continued operations | $ 0.01 | $ (0.02) | |||
Discontinued operations | - | 0.13 | |||
Extraordinary item | - | - | |||
Net (loss) income per share | $ 0.01 | $ 0.11 | |||
Weighted average common shares outstanding | 15,544,903 | 13,945,201 | |||
See Notes to Consolidated Financial Statements |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY | |||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 1999 | |||||||||||
Common stock | ADDITIONAL | RETAINED | STOCK | ||||||||
SHARES | PAID-IN | EARNINGS | HOLDERS' | ||||||||
OUTSTANDING | AMOUNT | CAPITAL | DEFICIT | EQUITY | |||||||
Balance December 31, 1998 | $ 13,701,290 | $ 13,701 | $ 2,676,296 | $ (2,312,866) | $ 377,131 | ||||||
Balance March 31, 1999 | 15,544,903 | 15,545 | 5,703,914 | 3,593,016 | |||||||
Net Income for three months ended 3/31/99 | 186,423 | ||||||||||
Balance March 31, 1998 | $ 15,544,903 | $ 15,545 | $ 5,703,914 | $ (2,126,443) | $ 3,593,016 |
INTERACTIVE GAMING & COMMUNICATIONS CORP. | ||||
CONSOLIDATED STATEMENT OF CASH FLOWS | ||||
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1999 | ||||
MARCH | DEC | |||
1999 | 1998 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net (loss) income | $ 186,423 | $ (71,485) | ||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | - | 162,862 | ||
Change in net assets and liabilities of discontinued operations | - | (848,731) | ||
Deferred income tax benefit | 100,000 | 100,000 | ||
Deferred Revenue | - | - | ||
(Increase) decrease in assets: | ||||
Accounts receivable | 2,648,773 | 61,582 | ||
Other assets | - | - | ||
Increase (decrease) in liabilities: | ||||
Accounts payable and accrued expenses | 670,885 | 537,383 | ||
Net cash (used in) provided by operating activities | 3,606,081 | (58,389) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of equipment | - | - | ||
Net cash used in investing activities | - | - | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Bank overdraft | - | (74,109) | ||
Proceeds from notes payable | - | (77,044) | ||
Proceeds from issuance of common stock | - | - | ||
Net cash provided by financing activities | - | (151,153) | ||
(DECREASE) INCREASE IN CASH | 3,606,081 | (209,542) | ||
CASH, BEGINNING | 5,708 | 215,250 | ||
CASH, ENDING | $ 8,349 | $5,708 | ||
See Notes to Consolidated Financial Statements |
NOTE 1-BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Interactive Gaming & Communications Corp. and Subsidiaries (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that disclosures and information presented are adequate and not misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.. The December 31, 1998 balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.
NOTE 2- INTERIM PERIODS
In the opinion of the management of the Company, the accompanying unaudited interim consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the Company's financial condition as of a March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998. The results of operations for the three months ended March 31,1999 are not necessarily indicative of the results to be expected for the full year.
NOTE 3-PER SHARE DATA
Per share data was computed by dividing net income (loss) by the weighted average number of shares outstanding during the period.
NOTE 4-INVESTMENT IN GAMBLENET TECHNOLOGIES, LTD.
On February 23, 1999, the Company and Century Industries, Inc. ("Century") entered into a joint effort agreement and formed Gamblenet Technologies, Ltd. ("Gamblenet"). The Company and Century each own 50% of Gamblenet's initially outstanding common shares. In exchange for the Company's 50% interest, the Company granted certain marketing rights to its gaming and software licenses to Gamblenet along with a warrant for 4,000,000 restricted shares of the Company's Common Stock, which have been reserved for, but have not been issued. Gamblenet agreed to pay the Company $2,628,600 for the IGC restricted shares, and paid a $12,000 good faith deposit.
NOTE 5- ACQUISITION OF CENTURY INDUSTRIES, INC.
On June 22, 1999, the Company entered into a majority acquisition and parent/subsidiary relationship agreement with Century Industries, Inc. ("Century"). The agreement calls for certain control block shareholders of Century to sell to the Company 53.26% of Century's issued and outstanding shares in exchange for 7,500,000 shares of the Company's common stock.
EXHIBIT II
Three Months Ended March 31, 1999 | Three Months Ended March 31, 1998 | |
Shares Outstanding | 15,544,903 | 13,945,201 |
Weighted average shares outstanding | 15,544,903 | 13,945,201 |
Net Income (Loss) | $ 186,423 | $1,465,424 |
Preferred Dividends | -------------- | -------------- |
Total Net Income (Loss) Available for Common Stockholders' | $ 186,423 | $ 1,465,424 |
Basic and Diluted Earnings (Loss) Per Share: | ||
Earnings (Loss) Per Share | $0.01 | $0.11 |
Results of Operations
First Quarter Ended March 31 1999 & 1998
In March 1998, the Company sold its two gaming subsidiaries Sports and Casinos. Therefore the Consolidated Statement of Operations for 1999 and 1998 have been restated to reflect the results from the divestiture of continuing operations. The continuing operations for the Company as restated for those years and as discussed prospectively herein reflect licensing fees, royalties and other revenues earned from traditional advertising sources and Internet related development and design fees. Accordingly, such revenues for first quarter 1999 were $273,244 as compared to $81,459 for first quarter 1998. The increase in revenues for 1999 as compared to 1998 resulted from royalties from software licenses. However, advertising revenues have increased in 1999. Licensing and royalties fees for gaming and software licenses accounted for 19% of the revenues in 1999, and 25% of the revenues in 1998. The remaining revenues were generated from advertising and other Internet related services. Expenses from continuing operations decreased from $307,111 in first quarter 1998 to $86,821 in 1999, mainly as a result of more efficient utilization of employee resources in the ongoing development of the Company's ToteMaster interactive internet horse racing and gaming software platform. Results of operations for the discontinued operations of Sports and Casinos reflect a loss of $66,579 in 1998. Those discontinued operations assets in the form of a promissory note have been written off at 12-31-99, and the Company is now accounting for its go forward operations without any receivables from the sale of its discontinued operations.
Liquidity and Capital Resources
The Company's working capital deficit from continuing operations decreased by $186,423, or 9%, from $2,2,312,866 at 12-31-98 to $2,126,443 at first quarter 1999. The largest component decrease in the working capital deficit were the first quarter earnings of $186,423. In addition, working capital increased as a result of the Company's receipt of a good faith payment of $12,000 from Gamblenet Technologies, Ltd., its Joint Effort with Century Industries, Inc.
The Company has written off its $4,990,000 note from the sale of the Company's former subsidiaries, however the company is in litigation and will recognize as revenue any award or settlement on its lawsuit.
The Company has available at March 31, 1999 approximately $421,000 of unused operating loss carryforwards that may be applied against future taxable income and that expire in various years from 2011 to 2013.
Under a promissory note payable to Madison Bank, the Company has a $200,000 line of credit available to fund working capital needs. As of March 31, 1999, the Company has utilized the line.
Further cost reductions and anticipated revenue growth from licensing and advertising revenues as described in the Prospective Outlook discussion that follows should contribute to a gradual decrease in the working capital deficit.
The Company has effected a joint effort with Century Industries, Inc., which requires Century to provide the Company with $2,628,000 of operating capital, in exchange for exclusive rights to market the Company's ToteMaster internet thoroughbred racing and gaming software platform. Further negotiations are underway for the Company to acquire Century for shares of the Company. Century is also in active negotiations to sell its Scibal Associates subsidiary for $1,800,000. The continuation of the Company in its present form is dependent upon its ability to obtain additional financing, if needed, and the eventual achievement of sustained profitable operations. Although there can be no assurances that the Company will be able to obtain such financing in the future, the Company did demonstrate its ability to obtain such financing in 1998 with its strategic alliances to develop new proprietary products and the sale of Sports and Casinos LiveAction and SportsBook software platforms, and the formation of Gamblenet Technologies, Ltd. in the first quarter 1999.
Year 2000
The "Year 2000 Problem" arose because many existing computer programs use only the last two digits to refer to a year. Therefore, these computer programs do not properly recognize a year that begins with "20" instead of the familiar "19". If not corrected, many computer applications could fail or create erroneous results. The problems created by using abbreviated dates appear in hardware such as microchips, operating systems and other software programs. The Company's Year 2000 ("Y2K") compliance project is intended to determine the readiness of the Company's business for the Year 2000. The Company defines Y2K compliance to mean that the computer code will process all defined future dates properly and give accurate results.
In September 1998, the Company formed a Y2K compliance committee which includes chief software writing personnel reporting directly to the President. Management of the Company believes that it has an effective program in place to resolve any Y2K issues and that all of its equipment and software are in compliance to address Y2K readiness. However, although management believes that the Company's systems and applications are Y2K compliant, there can be no assurance that the systems of other companies with which it does business will be Y2K compliant on a timely basis.
Government Regulation - Effect on Financing
The licensing business of the Company is conducted through its wholly owned subsidiaries, which are legally organized in Grenada and licensed by the Grenadan government to conduct its business. The company no longer operates any business, which is regulated by government.
Inflation
Inflation has not had a significant impact on the Company's comparative results of operations.
Prospective Outlook
Certain matters discussed in this section contain forward-looking statements, including without limitation, statements containing the Company's future revenue and earnings. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected.
On February 23, 1999, the Company and Century Industries, Inc. ("Century") entered into a joint effort agreement and formed Gamblenet Technologies, Ltd. ("Gamblenet"). The Company and Century each own 50% of Gamblenet's initially outstanding common shares. In exchange for the Company's 50% interest, the Company licensed certain gaming and software licenses to Gamblenet along with exchanging a warrant for 4,000,000 restricted shares of the Company's Common Stock, which have been reserved for, but have not been issued. Century agreed to provide the Company with approximately $2,628,000 of additional capital through Gamblenet, and Gamblenet paid the Company $12,000 in the first quarter as a good faith payment with the signing of the agreements.
Subsequently, on June 22, 1999, the Company entered into a majority acquisition and parent/subsidiary relationship agreement with Century Industries, Inc. ("Century"). The agreement calls for certain control block shareholders of Century to deliver to the Company 53.26% of Century's issued and outstanding shares in exchange for 7,500,000 shares of the Company's common stock.
The Company will focus its efforts on software development such as a platform for Internet horse racing and licensing its proprietary products and exclusive licensing privileges for future revenues. The Company has effectively exited the Internet gaming business involving the acceptance of customers' wagers with the sale of its gaming subsidiaries Sports and Casinos in March 1998 and will be engaged principally in its gaming and entertainment software development business.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Notes 1 and 6 of notes to consolidated financial statements.
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter ended March 31, 1999. The Exhibits filed as part of this report is listed below.
Exhibit 27. Financial Data Schedule
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.
INTERACTIVE GAMING & COMMUNICATION CORP.
Dated: July 16, 1999
By: /s/ MICHAEL F. SIMONE
Michael F. Simone, President
and Chief Executive Officer
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