INTERACTIVE GAMING & COMMUNICATIONS CORP
10-Q, 1999-07-16
EQUIPMENT RENTAL & LEASING, NEC
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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


INTERACTIVE GAMING & COMMUNICATIONS CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

INTERACTIVE GAMING & COMMUNICATIONS CORP., AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
  Three Months Ended
March 31, 1999
Three Months Ended
March 31, 1998
 
Shares Outstanding 15,544,90313,945,201
Weighted average shares outstanding 15,544,90313,945,201
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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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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