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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A No. 1
(Mark One)
( ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED __________
OR
(X) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM March 1, 1997 to
June 30, 1997
Commission file number 0-22622
INTERACTIVE ENTERTAINMENT LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 98-0170199
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
845 CROSSOVER LANE, SUITE D-215
MEMPHIS, TN 38117
(Address of principal executive offices)
(901) 537-3800
(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 1932 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
Yes X No
----- -----
(2) has been subject to such filing requirements for the past 90 days.
Yes No X
----- -----
The registrant had 18,436,590 shares of common stock outstanding as of August
15, 1997.
Exhibit index is located on page 17
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INTERACTIVE ENTERTAINMENT LIMITED
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - June 30, 1997 and February 28, 1997 3
Consolidated Statements of Operations - Three Months and Four Months 4
ended June 30, 1997 and June 30, 1996
Consolidated Statements of Cash Flows - Four Months ended June 30, 1997 5
and June 30, 1996
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 14
and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters To a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
</TABLE>
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Item 1. Consolidated Financial Statements
INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
------ June 30, February 28,
1997 1997
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 317,420 $ 626,074
Accounts receivable 75,171 119,768
Prepaid expenses 201,190 61,975
------------ ------------
Total current assets 593,781 807,817
------------ ------------
PROPERTY AND EQUIPMENT, at cost
Land 800,000 800,000
Furniture, fixtures and equipment 674,327 643,492
------------ ------------
1,474,327 1,443,492
Less: accumulated depreciation (323,723) (294,189)
------------ ------------
Property and equipment, net 1,150,604 1,149,303
SOFTWARE UNDER DEVELOPMENT 1,804,541 1,357,869
OTHER ASSETS 427,440 209,587
EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED 15,638,553 -
------------ ------------
Total assets $ 19,614,919 $ 3,524,576
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 931,126 $ 979,948
------------ ------------
Total current liabilities 931,126 979,948
CONVERTIBLE DEBENTURES 654,834 2,600,000
MINORITY INTEREST - 277,249
SHAREHOLDERS' EQUITY
Common shares, authorized - 50,000,000 shares;
outstanding - 18,086,725 par value US$.01
and 9,789,020 par value C$.01 180,867 106,752
Class A preferred shares, $.01 par value, authorized -
3,000 shares; outstanding - 2,737 shares 27
Additional paid-in-capital 58,875,996 16,027,379
Accumulated deficit (41,027,931) (16,466,752)
------------ ------------
18,028,959 (332,621)
------------ ------------
Total liabilities and shareholders' equity $ 19,614,919 $ 3,524,576
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
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INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Four Months Ended
-------------------------- ------------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
----------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
OPERATING EXPENSES
General and administrative $ 1,020,025 $ 203,037 $ 1,094,864 $ 279,779
Consulting and contract labor 2,694,740 153,069 2,754,168 217,034
Marketing 88,585 101,891 104,992 126,118
Management fees 55,667 48,000 73,167 63,250
Legal 299,722 43,084 345,118 60,427
Interest expense 222,904 74,786 223,015 99,764
Depreciation and amortization 257,972 20,975 265,486 25,086
Amalgamation expenses 17,965,734 - 17,965,734 -
Interest income (5,820) (15,945) (7,868) (22,289)
----------- ---------- ----------- ---------
LOSS BEFORE MINORITY INTEREST
AND EXTRAORDINARY ITEMS 22,599,529 628,897 22,818,676 849,169
Minority Interest (163,842) (77,355) (163,841) (106,057)
----------- ---------- ----------- ---------
LOSS BEFORE EXTRAORDINARY ITEM 22,435,687 551,542 22,654,835 743,112
EXTRAORDINARY ITEM 1,824,222 - 1,824,222 -
----------- ---------- ----------- ---------
NET LOSS $24,259,909 $ 551,542 $24,479,057 $ 743,112
=========== ========== =========== =========
LOSS PER SHARE
Before extraordinary item $ 2.03 $ 0.06 $ 2.12 $ 0.09
Extraordinary item 0.17 - 0.17 -
=========== ========== =========== =========
NET LOSS $ 2.20 $ 0.06 $ 2.29 $ 0.09
AVERAGE COMMON SHARES
OUTSTANDING 11,061,656 8,701,573 10,743,497 8,651,538
=========== ========== =========== =========
</TABLE>
The accompanying notes are an integral part
of these consolidated statements.
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INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Four Months Ended
June 30, 1997 June 30, 1996
----------------- ----------------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Net cash used in operating activities $ (594,397) $(1,020,919)
----------------- ----------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to property and equipment (30,835) -
Proceeds from disposition of property and
equipment - 350,705
Software development cost (446,672) (452,936)
----------------- ----------------
Net cash used in investing activities (477,507) (102,231)
----------------- ----------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds from convertible debenture issuance 763,250 -
Proceeds from stock issuance - 2,692,927
Payments of notes payable - (326,575)
----------------- ----------------
Net cash provided by financing activities 763,250 2,366,352
----------------- ----------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (308,654) 1,243,202
CASH AND CASH EQUIVALENTS,
beginning of period 626,074 725,564
----------------- ----------------
CASH AND CASH EQUIVALENTS,
end of period $ 317,420 $ 1,968,766
================= ================
</TABLE>
The accompanying notes are an integral part
of these consolidated statements.
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INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated financial statements of Interactive Entertainment Limited and
Subsidiaries (the "Company") included herein have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). In
management's opinion, these financial statements include all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of the results of operations for the interim periods presented.
Pursuant to SEC rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from these statements unless significant changes have taken place since the end
of the most recent fiscal year. For this reason, the consolidated financial
statements and notes thereto should be read in conjunction with the financial
statements and notes included in the Company's Form 20-F for the year ended
February 28, 1997.
The Company is a Bermuda exempted company which, in June 1997, changed its name
from Sky Games International, Ltd. ("SGI") to Interactive Entertainment Limited.
The Company's principal business objective is to develope, implement and manage
computerized, remote gaming software for use by passengers on international
airline flights.
The Company has entered into a contract to provide its gaming software to one
international airline, Singapore Airlines. Singapore Airlines has selected the
Matsushita Avionics Systems Corporation ("MASC") hardware platform and operating
system for its interactive entertainment system. The Company has been attempting
to integrate its software with the MASC network and operating system, and other
third party provided software with which the Company's software is also required
to be integrated pursuant to its agreements with Singapore Airlines, for over a
year with limited success. Although the Company believes the software will
ultimately be successfully integrated, there is no assurance of such success,
or, if it does occur, when it will occur. Management continues to believe the
success of its software on Singapore Airlines will be critical to its ability to
secure additional airline contracts. The Company has yet to receive any revenues
under its agreement with Singapore Airlines and may never receive any such
anticipated revenues if its software cannot be successfully integrated with the
network and operating system utilized by Singapore Airlines.
Until the Company receives sufficient cash flow from operations, additional
funding will be required to allow the Company to continue operations. Based on
discussions with potential investors, management believes the Company will be
successful in obtaining sufficient financing to enable the Company to continue
its operations for the foreseeable future.
Prior to June 17, 1997, the Company operated its principal business activities
through its indirectly 80%-owned subsidiary, Interactive Entertainment Limited
("Old IEL"). The remaining 20% of Old IEL was held by an affiliate of Harrah's
Entertainment, Inc. (which, together with its affiliates, is referred to herein
as "Harrah's"). Harrah's also managed the operations of Old IEL pursuant to a
management agreement effective December 30, 1994, (the "Management Agreement").
Effective June 17, 1997, pursuant to a Plan and Agreement of Merger and
Amalgamation dated May 13, 1997, Old IEL was merged into the Company (the
"Merger"). As part of the Merger, the Management Agreement with Harrah's was
terminated. Harrah's received a total of 5,879,040 shares of the Company's $.01
par value common stock (the "Common Stock") in exchange for its 20%
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ownership interest in Old IEL and as consideration for the termination of the
Management Agreement. Of the total shares issued to Harrah's, 3,617,871 shares
were allocated to the acquisition of Harrah's 20% ownership interest in Old IEL
and 2,261,169 shares were allocated to the termination of the Management
Agreement. This allocation was based on the Merger negotiation discussions held
with Harrah's.
The acquisition of the minority interest, previously held by Harrah's, has been
accounted for under the purchase method. The value of the purchase price was
based on the average quoted market price of the Company's Common Stock when the
Merger was announced, or $4.466 per share. The preliminary allocation of the
purchase price and estimates of fair value of the Company's assets has resulted
in an allocation which differs from the tentative valuations and allocations set
forth in the pro forma financial statements contained in the Company's proxy
statement dated May 13, 1997, and such allocations and valuations are subject to
further change as management refines its analysis. This transaction represents
a non-cash transaction for purposes of the Consolidated Statements of Cash
Flows.
The shares issued to terminate the Management Agreement were also valued at
$4.466 per share, and the $10,098,000 value of the shares is reflected as part
of the amalgamation expense in the accompanying Consolidated Statements of
Operations for the quarter and four months ended June 30, 1997. Prior to
termination, the Company paid Harrah's a monthly fee of $10,000 and was
obligated to pay Harrah's a percentage of future gross revenues.
Prior to the Merger, Harrah's had agreed, pursuant to a funding agreement, to
loan up to $1,000,000 (the "Harrah's Loan") to Old IEL. Upon closing of the
Merger, the outstanding principal and accrued interest of the Harrah's Loan
converted automatically into 1,007,875 shares of Common Stock at $1.00 per
share. Since the Harrah's Loan was convertible into Common Stock at less than
the current market, a beneficial conversion feature was included in the Harrah's
Loan. This beneficial conversion feature was valued at $3,466,000 and has been
included in amalgamation expense for the four months ended June 30, 1997. In
addition, pursuant to the funding agreement, for 90 days following June 17,
1997, the Company had the right, under certain circumstances, to request
Harrah's to purchase up to 650,000 shares of Common Stock at a price of $1.00
per share to provide working capital for the Company. However, the Company has
notified Harrah's that it will not exercise its rights with respect to the
650,000 shares.
On April 23, 1997, the Board of Directors of the Company approved and adopted a
resolution changing the fiscal year end of the Company to December 31 of each
year from the last day of February of each year. Therefore, the Consolidated
Financial Statements are presented as transition statements including the four
month period ending June 30, 1997.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
- -------------------------
The Company considers cash on hand, deposits in banks and short-term investments
with maturities of three months or less as cash and cash equivalents.
Software Development
- --------------------
All software production costs (i.e., external and internal programmers, graphic
design and testing) are being capitalized until the software is available for
general release to customers, in accordance with the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed." Once
capitalization ceases,
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the software costs will be amortized using the straight-line method over the
remaining estimated economic life of the product currently estimated at three to
five years.
Equipment
- ---------
The Company's equipment is recorded at cost and depreciated over its estimated
economic life which is generally three to five years. Additions and improvements
that materially extend the useful lives are capitalized, while repairs and
maintenance costs are expensed as incurred.
Excess of Purchase Price over Net Assets Acquired
- -------------------------------------------------
The excess of purchase price over net assets acquired, which arose from the
acquisition of the minority interest of Old IEL discussed in Note 1, will be
amortized on a straight-line basis over three years, which management estimates
is the related benefit period. The amount of the excess purchase price over net
assets acquired as preliminarily determined by management differs from that set
forth in the pro forma financial statements contained in the Company's proxy
statement dated May 13, 1997 and may change further as management refines its
analysis. Management regularly evaluates whether or not the future undiscounted
cash flows of the Company are sufficient to recover the carrying amount of this
asset. Additionally, management continually monitors such factors as the status
of new or proposed legislation, the competitive environment and advances in the
computer software and hardware industries. If the estimated future undiscounted
cash flows are not sufficient to recover the carrying amount of this asset and,
accordingly, an impairment has occurred, management intends to write down the
carrying amount to its estimated fair value based on discounted cash flows. The
amount of amortization expense recorded for the period from the date of the
acquisition (June 17, 1997) through June 30, 1997, totaled $235,952.
Impairment of Long-Lived Assets
- -------------------------------
In accordance with SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of," management continually
evaluates whether events or changes in circumstances indicate that the carrying
amount of long-lived assets may not be recoverable. Based on management's
evaluations, no significant impairments of long-lived assets occurred through
June 30, 1997.
Loss Per Share
- --------------
Loss per share was computed by dividing net loss (increased by dividends on
preferred shares) by the average common shares outstanding plus the dilutive
effect of Common Stock equivalents outstanding and convertible securities, using
the treasury stock method based on the average market price of the Company's
Common Stock. Fully diluted loss per share is not materially different from
primary loss per share.
Reclassifications
- -----------------
Certain reclassifications have been made to the historical financial statements
as of February 28, 1997, and for the three and four months ended June 30, 1996,
to conform to the presentation of the financial statements as of and for the
three and four months ended June 30, 1997.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
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and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Consolidated Subsidiaries
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries: Sky Games International Corp. (a Nevada
corporation), Creator Island Equities Inc. (a British Columbia corporation) and
IEL (Singapore) Pte. Ltd. (a Singapore corporation). For comparable periods
ending in 1996, the consolidated financial statements also include the accounts
of SGI Holding Corporation Ltd. and the Company's 80% ownership of Old IEL. All
material intercompany transactions have been eliminated in consolidation.
Pro Forma Information
The table below shows pro forma information as if the purchase of the minority
interest had occurred at the beginning of each period:
<TABLE>
<CAPTION>
Four Months Ended Four Months Ended
June 30, 1997 June 30, 1996
----------------- -----------------
<S> <C> <C>
Pro Forma Loss Before
Extraordinary Item $24,248,000 $2,515,000
Pro Forma Net Loss $26,072,000 $2,515,000
Pro Forma Loss Per Share $ 1.88 $ .20
</TABLE>
3. CONVERTIBLE DEBENTURES
As of June 30, 1997, the Company had issued $763,250 of 8% convertible
debentures due March 31, 1999, $108,416 of which had been converted to 53,280
shares of Common Stock. The outstanding balance of convertible debentures as of
June 30, 1997, totaled $654,834.
One-third of the debentures are convertible at any time 60 days after the
subscription date, one-third are convertible 90 days after the subscription
date; and the balance are convertible 105 days after the subscription date into
Common Stock at the lower of 85% of the average of the closing bid prices of the
Common Stock for the five trading days immediately preceding the execution by
the subscriber of its individual subscription for debentures or 77.5% of the
average of the closing bid prices of the Common Stock for the five trading days
immediately preceding the date of conversion.
The debentures contain a feature that provides for conversion into Common Stock
at a price below the current market at the time of issue. The value of this
beneficial conversion feature, totaling $221,589, has been capitalized in other
assets with a corresponding increase to additional paid-in capital. Placement
fees of $61,060 incurred upon sale of the debentures are also capitalized. The
value of the conversion feature and the placement fees are amortized to interest
expense over the original life of the debenture. Any unamortized amount is
expensed upon conversion of the debenture. At June 30, 1997 the unamortized
deferred interest charge of $217,853 is included in other assets. A total of
$64,796 was expensed during the three month and four month periods ending June
30, 1997.
An additional $1.1 million of convertible debentures due July 31, 1999 were sold
in July, 1997.
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4. STOCK OPTION PLANS
On August 27, 1996, the Company established, and the Company's shareholders
approved, the 1996 Stock Program for the then upper management, directors and
major shareholders of the Company. The options issued under the 1996 Stock
Program were exercisable upon the grant date and expire during 2001 through
2006. As of June 30, 1997, options outstanding under the 1996 Stock Program
totaled options for 1,130,000 shares of Common Stock.
The Company adopted on December 6, 1996, a Directors Option Plan covering
500,000 shares of Common Stock pursuant to which all directors holding office at
December 10th of each year will automatically be granted options for 10,000
shares of Common Stock at the trading price on such day. As of June 30, 1997,
options outstanding under the Directors Option Plan totaled 60,000 shares, all
of which were exercisable immediately.
Effective June 16, 1997, the Company established a Management Incentive Plan
(the "MIP") by authorizing the issuance of options for 4,070,105 shares of
Common Stock. The Company's Board of Directors (the "Board") has the authority
to determine the allocation and vesting requirements for such options under the
MIP. It is the Board's intention that vesting of the options to be issued under
the MIP will create performance incentives for management because a percentage
of the options under the MIP will only be exercisable upon the achievement of
significant increases in the trading price of the Common Stock and another
percentage will vest upon satisfaction of continued employment and other
performance goals. As of June 30, 1997, options outstanding under the MIP
totaled 1,200,000 shares, all of which will vest specifically on sustaining
certain stock price levels. No compensation expense was recognized for the MIP
during the quarter ended June 30, 1997.
5. STOCK WARRANTS
As of June 30, 1997, the Company had outstanding stock warrants for 408,528
shares of its Common Stock at an exercise price of $3.00 per share. Warrants for
308,528 shares expired on July 31, 1997. The balance of the warrants, totaling
100,000 shares, have an expiration date of December 31, 1997.
6. PREFERENCE SHARES OF STOCK
In December 1994, the Company discontinued an engineering and marketing
arrangement with B/E Aerospace, Inc. ("BEA"). As part of the termination, the
Company issued to BEA a promissory note in the original principal amount of $2.5
million bearing interest at 12% per annum. On February 28, 1997, an agreement
was reached with BEA to exchange the note, including accrued and unpaid
interest, for Class A Preference Shares at $1,000 per share. The exchange for
2,737 Class A Preference Shares was completed in June, 1997.
The Class A Preference Shares are convertible at any time into a number of
shares of Common Stock, determined by dividing $1,000 per share of Class A
Preference Shares, plus any accrued and unpaid dividends thereon by: (i) prior
to February 28, 1999, a conversion price equal to 70% of the average mean of the
closing bid and ask prices of the Common Stock for the 20 trading days prior to
the conversion (the "Market Price"); (ii) after February 28, 1999 and prior to
August 31, 1999, a conversion price equal to 65% of the Market Price; and (iii)
after August 31, 1999, a conversion price equal to 60% of the Market Price.
Dividends on the Class A Preference Shares are cumulative and payable quarterly
at an annual dividend rate of 9%. The Company, at its option, may redeem the
Class A Preference Shares, in whole or in part, at any time and from time to
time, at a redemption price of $1,000 per share plus any accrued and unpaid
dividends thereon. The Company is not required to redeem the Class A Preference
Shares. Upon liquidation, holders of the Class A Preference Shares will be
entitled to repayment of an amount equal to $1,000 per share plus accrued and
unpaid dividends, prior to any distributions to holders of Common Stock. The
Class A Preference Shares do not have any voting rights.
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Since the Preference Shares were convertible into Common Stock at less than the
market value at the time of issue, a beneficial conversion feature existed
requiring that the Preference Shares be valued at the market value of the
underlying Common Stock. Since the resulting valuation of the Preference Shares
exceeded the balance of the note, an extraordinary expense of $1,824,000 was
incurred for early extinguishment of debt.
As part of the Merger, Harrah's entered into the "Registration and Preemptive
Rights Agreement" under which, among other things, Harrah's has the right to
receive additional shares of Common Stock at $.01 per share in order to maintain
their ownership percentage in the Company in the event that the Class A
Preference Shares held by BEA are converted into Common Stock. The market value
of the Common Stock issuable to Harrah's in the event that BEA elects to convert
the Class A Preference Shares, was determined to be $2,561,000, and this amount
has been included in amalgamation expense for the four months ended June 30,
1997.
7. INCOME TAXES
As a Bermuda exempted company, IEL is not currently subject to income tax filing
requirements in Bermuda. Accordingly, with the exception of U.S. earned interest
income, which is subject to U.S. taxation, there are no income tax provisions,
benefits, liabilities or assets reflected in the accompanying financial
statements. U.S. tax expense related to interest income was approximately $1,000
and $1,500 for the three and four month periods ended June 30, 1997,
respectively, and $17,000 for the three and four month periods ended June 30,
1996, respectively, and is included in general and administrative expenses.
8. RELATED PARTY TRANSACTIONS
Pursuant to the Management Agreement, Harrah's managed Old IEL. The Management
Agreement provided for Harrah's to receive a management fee equal to the greater
of $10,000 per whole fiscal month, as defined, or a percentage of gross
revenues, as defined. Management fees totaled $30,000 for the three month
periods ending June 30, 1997 and 1996. Management fees totaled approximately
$36,000 and $40,000 and for the four month periods ending June 30, 1997 and
1996, respectively. The Management Agreement was terminated June 17, 1997, in
conjunction with the Merger.
Under the terms of the Management Agreement, the Company transferred cash to
Harrah's for payments made on the Company's behalf to support its operations,
including accounts payable, payroll and capital expenditures. The net transfers
for the three month periods ending June 30, 1997 and 1996 totaled approximately
$135,000 and $627,000, respectively. The net transfers for the four month
periods ending June 30, 1997 and 1996 totaled approximately $143,000 and
$774,000, respectively.
In conjunction with the termination of the Management Agreement, certain
employees of Harrah's became employees of the Company. The Company agreed to
honor accrued vacation earned while these employees were employees of Harrah's.
The Company assumed a liability of approximately $17,000 for which it was
reimbursed by Harrah's.
The Company was charged a fee by Harrah's for administrative services (including
legal, accounting, information technology and office occupancy). The Company was
charged approximately $147,000 and $117,000 for the three month periods ending
June 30, 1997 and 1996, respectively. The Company was charged approximately
$150,000 and $163,000 for the four month periods ending June 30, 1997 and 1996,
respectively. This arrangement ended with termination of the Management
Agreement.
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On June 17, 1997, the Company entered into a Continuing Services Agreement with
Harrah's under which Harrah's will provide certain telecommunications, computer
systems support and consulting services to the Company. The Company incurred a
cost of approximately $11,000 during June, 1997.
Effective June 5, 1997, the Company entered into a lease (the "Sublease
Agreement") with Harrah's for the office space occupied by the Company. The
Sublease Agreement is for a period of 23 months at a monthly cost of
approximately $11,000. In conjunction with the Sublease Agreement and with the
Merger, the Company purchased certain leasehold improvements, computer hardware,
computer software and office equipment from Harrah's. The total purchase price
was approximately $42,000.
During 1996, the Company entered into a sublicense agreement with Harrah's,
which provides the Company with rights to use an immediate authorization
credit/debit system that Harrah's is developing. The Company reimburses Harrah's
for a portion of the development costs which totaled $30,000 and $40,000 for the
three month and four month periods ending June 30, 1997, respectively.
On June 17, 1997, in conjunction with the Merger, the Company entered into a
Software License Agreement with Harrah's (the "License Agreement"). The License
Agreement is a fully-paid, perpetual, world-wide license to Harrah's and its
affiliates to use the Company's gaming technology in non-competitive uses in
traditional casino venues owned, operated or managed by Harrah's affiliates. The
License Agreement includes source codes for all software, but neither party to
the License Agreement has any obligations to share or provide any improvements
or modifications with the other party.
The Company paid approximately $87,000 and $55,000 during the three month
periods ending June 30, 1997 and 1996, respectively, to directors and companies
with common directors for management and consulting services. The Company paid
approximately $115,000 and $73,000 during the four month periods ending June 30,
1997 and 1996, respectively.
On April 30, 1997, the Company entered into a Consulting Agreement with James P.
Grymyr, a director of the Company, whereby Mr. Grymyr would provide consulting
services to the Company as requested by the Company from time to time. Under the
terms of the Consulting Agreement, the Company has issued to Mr. Grymyr 586,077
shares of Common Stock as consideration for all such consulting services both
past and future. The Company expects any future consulting services to be
minimal. The value of the stock (approximately $2.4 million) is reflected in the
Statements of Operations for the three and four month periods ending June 30,
1997, as consulting and contract labor expense.
Geller & Co., of which Laurence Geller is Chairman and CEO, performed consulting
services for the Company pursuant to a retainer agreement that commenced in
February, 1996 and terminated August 14, 1997. Geller & Co. was paid a monthly
retainer of $5,000. Pursuant to Geller & Co.'s retainer, a grant of options for
200,000 shares of Common Stock with an exercise price of $3.00 and a term of ten
years was also made to Geller & Co. In addition, Geller & Co. received 200,000
shares of Common Stock that vest upon the closing of a major financing. The
Board has determined that the Merger which occurred June 17, 1997 constituted a
major financing, and, consequently, the 200,000 share success fee has vested,
and an expense of $650,000 was recognized. Mr. Geller has been Chairman of the
Board of Directors of the Company since September 30, 1996.
9. AGREEMENT REGARDING REDEMPTION OF PERFORMANCE SHARES
When the Company acquired the rights to the in-flight gaming software from Sky
Games International, Inc. ("SGII") on November 7, 1991, a portion of the
consideration was 3,000,000 shares of Common Stock which, according to then
applicable requirements, were placed in escrow, to be released on the basis of
one share for each U.S. $1.78 of net cash flow generated from the assets over a
ten-year period (the "Performance Shares"). The Performance Shares were issued
at a deemed price of
Page 12
<PAGE>
$.1155 per share with 2,000,000 shares issued to SGII (87% of the outstanding
stock of which is owned by James P. Grymyr, a director of the Company, and his
wife) and 1,000,000 shares were issued to Anthony Clements, a director of the
Company. An additional 525,000 shares, which were issued to Dr. Rex E.
Fortescue, formerly a director of the Company, are held in the escrow on the
same terms and are also included as Performance Shares. Each of Messrs. Clements
and Fortescue, as of April 30, 1997, have agreed to allow the Company to redeem
and cancel the Performance Shares when and if they are released from escrow for
any reason whatsoever (the "Redemption Agreement"). As consideration for such
agreement to tender the Performance Shares for cancellation by the Company in
the event they are ever released from the escrow, the Company has issued to
Messrs. Clements and Fortescue, 333,333 and 175,000 shares of Common Stock,
respectively. SGII, as of April 30, 1997, has also agreed that it will tender
the 2,000,000 Performance Shares which it holds for cancellation by the Company
when and if such Performance Shares are released from escrow for any reason
whatsoever. As consideration of such agreement, in February, 1997, the Company
expensed the outstanding balance of a note made by SGII to the Company in the
approximate amount of $550,000 and has issued to SGII 80,590 shares of Common
Stock (the "Redemption and Cancellation Agreement"). In the event the
Performance Shares are not released prior to six months after the end of the
Company's financial year ending in the year 2002, the Performance Shares will
automatically be canceled in accordance with the terms of the escrow agreement.
The value of the 588,923 shares of Common Stock issued as consideration for the
agreement was determined to be $1,840,000. This amount is included on the
Consolidated Statement of Operations as amalgamation expense.
Each of Messrs. Clements and Fortescue and SGII have the right to include the
588,923 shares of Common Stock issued in connection with the Redemption
Agreement and the Redemption and Cancellation Agreement in certain registered
offerings conducted by the Company prior to February 25, 1999. As part of the
agreements to allow the redemption and cancellation of the Performance Shares,
the holders of the Performance Shares have issued an irrevocable proxy to First
Tennessee Bank which has agreed not to vote the Performance Shares at any
General Meeting of Shareholders or otherwise. The irrevocable proxy and the
agreement not to vote the Performance Shares will terminate upon the
cancellation of the Performance Shares.
The escrow agent is prohibited from canceling the Performance Shares under the
escrow agreement; however, it is management's opinion that the Performance
Shares should be treated as canceled and have no rights and should be excluded
from all per share calculations.
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Item 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Interactive Entertainment Limited ("IEL" or the "Company"), formerly known as
Sky Games International Ltd. ("SGI") is a Bermuda exempted company which was
incorporated on February 28, 1981. The Company's activities are focused on
providing in-flight gaming software and services by developing, implementing and
operating a computer-based interactive video entertainment system of gaming and
other entertainment activities on, but not limited to, the aircraft of
international commercial air carriers.
On December 30, 1994, the Company entered into a Shareholders Agreement with SGI
Holding Corporation Limited ("SGIH"), a wholly-owned subsidiary of SGI, and
Harrah's Interactive Investment Company ("HIIC"), an indirect wholly-owned
subsidiary of Harrah's Entertainment, Inc., the result of which was that Old IEL
became owned 80% by SGIH and 20% by HIIC. Pursuant to the Management Agreement,
Old IEL was managed by Harrah's Interactive Entertainment Company ("HIEC"), an
affiliate of Harrah's.
At a Special General Meeting of shareholders held on June 16, 1997, pursuant to
a Plan and Agreement of Merger and Amalgamation dated May 13, 1997, Old IEL was
merged into SGIH (the "Subsidiary Merger") and then into SGI (the "Parent
Merger"). Prior to the Merger, Harrah's owned 20% of the capital stock of Old
IEL and did not own any capital stock or other securities of SGI and had no
representatives on the Board. As a result of the amalgamation of Old IEL and
SGIH and the termination of the Management Agreement, the outstanding shares of
Old IEL common stock held by Harrah's were converted into 5,879,040 shares of
Common Stock of the Company, therefore making Harrah's the largest shareholder
of the Company holding approximately 38.6% of the outstanding shares at the
time of the amalgamation.
Pursuant to the Amalgamation Agreement, Harrah's was provided with the right to
appoint persons to the Board and to specified committees in a number generally
proportionate to their share holdings. Additionally, Harrah's was provided with
the right to approve specified significant corporate actions by the Company for
as long as the ownership of Common Stock by Harrah's is in excess of 20% (10% in
some cases) of the outstanding voting shares computed on a fully-diluted basis.
Upon consummation of the Parent Merger, SGI changed its name to Interactive
Entertainment Limited and installed Gordon Stevenson as President and Chief
Executive Officer. The Company is in the process of consolidating certain
operations formerly performed at its Vancouver, British Columbia office into its
Memphis, Tennessee headquarters.
The Company has yet to generate any operating revenues and has no assurance of
future revenues. Its principal activities through June 30, 1997, consisted of
developing, testing and marketing the in-flight gaming software. As of June 30,
1997, IEL had one airline contract to provide its gaming software to Singapore
Airlines, which has various termination provisions. The contract provides for a
six-month minimum trial period for the parties to assess the operation of the
in-flight gaming system and public acceptance of the in-flight gaming business.
The Company and Singapore Airlines are not yet in the six-month trial period.
During this trial period, the airline has no affirmative obligation to install
the system on any or all of its aircraft; although, if 12 aircraft are not
installed with the system within 18 months from the date in-flight gaming
begins, IEL may terminate the contract. In addition, gaming is prohibited on the
aircraft of U.S. commercial air carriers and on all flights to and from the
United States. Other countries may introduce similar prohibitions, which could
result in termination of the contract.
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<PAGE>
Results of Operations
Three Months Ended June 30, 1997 and June 30, 1996
Total expenses for the quarter ended June 30, 1997 were approximately $24.3
million and $.6 million during the same period of 1996. This increase in
expenses relates to increased staffing levels and to the Merger.
General and administrative expenses increased to $1,020,000 from $203,000 or
approximately $817,000. Payroll related expenses increased by $734,000 as the
Company built a permanent staff in 1997 to reduce reliance on contractors. Audit
and accounting expenses increased by $41,000 and travel expenses increased by
$25,000.
Consulting and contract labor costs increased to $2,695,000 from $153,000 or
approximately $2,542,000. The increase is primarily due to the $2.4 million
expense for the Grymyr consulting agreement.
Legal expenses increased to $300,000 from $43,000. The increase is due to costs
of the Merger, financing activities and compliance with U.S. reporting
requirements.
Interest expense increased by approximately $148,000 of which $65,000 is
attributable to amortization of the deferred finance charges related to the
convertible debentures.
Depreciation and amortization for the 1997 period includes $236,000 in
amortization expense related to the excess of the purchase price over assets
acquired when the Company purchased the minority interest in Old IEL from
Harrah's.
Amalgamation expenses for the 1997 period are non-cash expenses which include:
$10,098,000 for the expense of the Common Stock issued to Harrah's upon
termination of the Management Agreement; $3,466,000 upon expensing the value of
Common Stock issued to Harrah's relating to conversion of the Harrah's Loan;
$2,561,000 upon expensing the value of the Common Stock that may be issuable to
Harrah's under the Registration and Preemptive Rights Agreement in the event
that BEA converts its Class A Preference Shares to Common Stock; and an expense
of $1,840,000 for the value of the Common Stock issued to SGII, Anthony Clements
and Dr. Rex Fortescue upon their agreement to surrender the Performance Shares
for cancellation upon their release from escrow. There were no amalgamation
expenses in the 1996 period.
An extraordinary expense of $1,824,000 was recorded in the period for early
extinguishment of the note due to BEA when it was exchanged for the Class A
Preference Shares. There was no extraordinary expense in the 1996 period.
Four Months Ended June 30, 1997 and June 30, 1996
Total expenses for the four months ended June 30, 1997 were approximately $24.5
million as compared to $.7 million in the 1996 period. Except for the items
noted above, expenses for both periods were comparable.
Liquidity and Capital Resources
At June 30, 1997 the Company had a working capital deficit of approximately
$337,000. The Company's primary source of funding has been through sales of its
equity and securities convertible into equity.
Page 15
<PAGE>
The Company retained London Select Enterprises, Ltd. to make a private placement
of up to $3.5 million of 8% convertible debentures due March 31, 1999. As of
June 30, 1997, sales had been closed on $763,250 of the debentures. As of June
30, 1997, debentures with a principal amount of $108,416 had been converted into
53,280 shares of Common Stock. A second tranche of $500,000 and a third tranche
of $600,000 were closed subsequent to the end of the quarter. Management does
not believe that any additional capital will be raised from this source.
The Company has not yet generated any operating revenue under its agreements
with Singapore Airlines. Until the Company receives sufficient cash flow from
operations, additional funding will be required to allow the Company to continue
operations during fiscal year 1997. Absent sufficient cash flow from operations,
the short-term viability of the Company and the Company's ability to continue
its operations is directly dependent upon the completion of significant
additional financing.
New Financial Accounting Standards
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". This statement, effective
for fiscal years ending after December 15, 1997, simplifies the standards for
computing earnings per share previously found in APB Opinion No. 15, "Earnings
per Share," and makes them comparable to international EPS standards. Early
adoption of this standard is not permitted, and the Company has not determined
the future financial statement impact of adopting this statement.
Forward-Looking Information
Except for historical information contained herein, the matters discussed in
this Quarterly Report on Form 10-Q are forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1993, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended) that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in such forward-looking statement. Such risks and
uncertainties include the inability to complete integration and testing of the
Company's software with the Matsushita system and the implementation of the
software by Singapore Airlines.
Page 16
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters To a Vote of Security Holders
The Company held a Special General Meeting of stockholders on June 16,
1997. The following matters were voted upon at the meeting:
1. a resolution to: a. amend the Bye-Laws of the Company,
b. change the name of the company from Sky Games
International, Ltd. to Interactive Entertainment Limited,
c. change the par value of Common Stock from Cdn.$.01 to
US$.01,
d. authorize the creation of 3,000 Non-Voting Convertible
Redeemable Class A Preference Shares of par value US$.01
and 5,000,000 Class B Redeemable Preference Shares of par
value US$.01, and
e. authorize the Directors to issue the Non-Voting
Convertible Redeemable Preference Shares and the Redeemable
Preference Shares on terms as the Directors deem
appropriate.
There were 6,703,686 shares voted at the meeting. Of these 6,292,589 (93.9%)
voted in favor of the resolution, 398,500 (5.9%) opposed the resolution, and
12,327 (.02%) abstained.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
8-K filed June 27, 1997 for events occurring on June 16, 1997
8-KA filed July 30, 1997 amending the above.
8-K filed July 30, 1997 for events occurring on July 15, 1997
Page 17
<PAGE>
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERACTIVE ENTERTAINMENT LIMITED
December 4, 1997 BY: /s/ David B. Lamm
--------------------------
Chief Financial Officer
December 4, 1997 BY: /s/ Michael A. Irwin
--------------------------
Director of Finance and Administration
(Chief Accounting Officer)
Page 18
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