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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
[x] Annual Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year ended September 30, 1996
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to ________
Commission file number 0-28318
Multimedia Games, Inc.
(Name of Small Business Issuer in Its Charter)
Texas 74-2611034
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7335 S. Lewis Avenue, Suite 204
Tulsa, Oklahoma 74136
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(Address of Principal Executive Offices) (Zip Code)
(918) 494-0576
(Issuer's Telephone Number,
Including Area Code)
Securities Registered Under Section 12(b) of the Exchange Act: NONE
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [ ]
State the issuer's revenues for its most recent fiscal year:
$22,887,000
The aggregate market value of the voting stock held by non-affiliates
of the issuer as of December 13, 1996 was $16,703,000.
The number of shares outstanding of the issuer's Common Stock as of
December 13, 1996, was 4,026,783.
Transitional Small Business Disclosure Format (check one):
Yes No X
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The registrant hereby amends and restates in its entirety, Item 6. of
Part II of its Annual Report on Form 10-KSB for the year ended September 30,
1996, in order to correct an error in the second sentence of the paragraph
captioned "Liquidity and Capital Resources" contained in the original filing of
said Annual Report.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
BUSINESS OVERVIEW
Multimedia Games, Inc. and subsidiaries (the "Company") were organized
to develop, promote and produce lawful gaming activities over the information
highway, including but not limited to, satellites, television, telephone and
the Internet. The Company provides satellite linked, high stakes bingo games
and interactive high speed bingo games played on interconnected electronic
player stations to participating bingo halls owned primarily by American Indian
tribes located throughout the United States. The Company also provides proxy
play services for its MegaBingo and MegaCash games to bingo players located off
Indian lands through a subsidiary's 49% interest in American Gaming Network
L.L.C. ("AGN").
Prior to August 1995, the Company's principal business was to furnish
the marketing and other operating services required in the conduct of high
stakes bingo games conducted under the names MegaBingo, MegaCash and MegaBingo
Lite (the "MegaBingo Games"). MegaBingo and MegaCash are played simultaneously
using a closed-circuit television satellite link at 50 independently owned
bingo halls located in 14 states throughout the United States, operated
primarily on behalf of American Indian tribes. MegaBingo Lite provides smaller
prizes to similarly linked Indian bingo halls and is presently delivered to 11
bingo halls located in the State of Oklahoma.
In August 1995, the Company introduced MegaMania, an interactive
high-speed bingo game developed by the Company that is played on electronic
player stations interconnected among participating Indian bingo halls.
Significant revenue generation for MegaMania did not begin until March 1996.
As of December 13, 1996, MegaMania is played at 21 independently owned American
Indian bingo halls located in 6 different states, primarily Oklahoma.
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RESULTS OF OPERATIONS
An analysis of the Company's revenues and direct gaming expenses were
as follows for the years ended September 30, 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995
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<S> <C> <C>
MegaBingo, MegaCash and
MegaBingo Lite:
Gross Revenues $15,579,000 $16,123,000 (1)
Prizes and Related Costs (9,697,000) (9,706,000)(1)
Allotments to Hall Operators (3,188,000) (3,200,000)(1)
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Net MegaBingo Margin $ 2,694,000 $ 3,217,000
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MegaMania:
Gaming Revenue, Net of Prizes(2) $ 6,074,000 $ 106,000
Allotments to Hall Operators (4,408,000) (75,000)
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Net MegaMania Margin $ 1,666,000 $ 31,000
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</TABLE>
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(1) Not presented consistent with the service fee accounting used in the
financial statements prior to December 22,
1994. See Note 1 of Notes to Consolidated Financial Statements.
(2) MegaMania gross revenues and prizes are netted for financial statement
presentation purposes.
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The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included under Item 7.
Financial Statements.
REVENUES - Total revenues for fiscal year 1996 were $22.9 million as
compared to $17.1 million in 1995, a 33.7% increase. The increase is due to a
39.6% increase in gaming revenues over 1995, primarily as a result of the
Company's new MegaMania game which generated revenues of $6.1 million during
1996 as compared to $.1 million in 1995. MegaBingo revenues decreased $.5
million in 1996 as compared to 1995, after eliminating the netting effects of
the service fee accounting used in 1995. The decrease in MegaBingo revenues is
the net of (i) $1.0 million generated by the MegaBingo Lite network in 1996,
(ii) the Company not conducting the one-time MegaMega game in 1996 as it did in
1995, (iii) player headcount being down at most bingo facilities across the
country, and (iv) several bingo halls electing not to continue playing the
MegaBingo game during 1996.
The Company expects MegaMania revenues to continue to increase over the
coming year. MegaBingo revenues, however, may continue to decrease as the
result of decreased MegaBingo play at the facilities of a major network tribe
subsequent to year end.
Non-gaming revenues during 1996 were $1.2 million, or $.4 million less than
in 1995. The primary reason for the decrease was the discontinuance of the
Company's business relationship with Graff which resulted in $.95 million in
revenues in 1995 and only $.2 million up to the termination of the relationship
in January 1996. The decrease in other revenues related to Graff was offset by
$.5 million in software license revenues attributable to the license of the
MegaBingo software for use in Canada and China to AI Software during 1996.
BINGO PRIZES AND RELATED COSTS - Bingo prizes and related costs increased
$.7 million or 7.4% during 1996 as compared to 1995; however, after eliminating
the netting effects of the service fee accounting in 1995 and the $.5 million
in additional prizes related to the MegaBingo Lite network, such costs were
actually $.6 million lower in 1996 as compared to 1995. The decrease in these
costs is not commensurate with the decrease in revenues for MegaBingo discussed
above because most of the prizes offered on the MegaBingo network are fixed in
amount and are not sensitive to the volume of cards sold in a particular bingo
session. Jackpot prize costs, which are insured, were consistent in their
relation to MegaBingo revenues from 1996 to 1995. MegaMania revenues are
recorded net of prize costs; therefore, MegaMania prizes have no effect on
Bingo Prizes and Related Costs.
ALLOTMENTS TO HALL OPERATORS - Allotments to hall operators consist of the
halls' share of the gaming income after prizes and allocable prize costs.
Allotments to hall operators increased 142.7% to $7.6 million in 1996, as
compared to $3.1 million in 1995. After eliminating the netting effects of the
service fee accounting in 1995 and the $.2 million in hall commissions paid on
the MegaBingo Lite network, such allotments to hall operators increased $4.1
million during 1996 as compared to 1995. The primary reason for the increase is
hall commissions related to MegaMania which were $4.4 million in 1996. The
decrease in hall commissions related to MegaBingo is caused by the decrease in
MegaBingo revenues discussed above.
SALARIES AND WAGES - Salaries and wages increased $.3 million, or 18.3%
during 1996 as compared to 1995; however, most of the increase came in the
fourth quarter of 1996 and relates to additional personnel hired to assist in
the installation, training and maintenance related to the MegaMania network.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses increased $.7 million, or 27.5% during 1996 as compared
to 1995. The increase relates primarily to
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MegaMania telecommunications, operational, training and support costs.
Additionally, travel costs related to the sales, installation and maintenance
efforts for MegaMania contributed to the increase.
AMORTIZATION AND DEPRECIATION - Amortization and depreciation increased $.3
million, or 111.6% during 1996 as compared to 1995. The increase results from
MegaMania electronic player station and software programming costs capitalized
during 1996. The Company made $1.8 million in capital additions during 1996.
INTEREST EXPENSE - Interest expense increased $.1 million to $.2 million in
1996, primarily as a result of interest expense recognized on the Bridge Debt
related to financing costs and the value of warrants attached to the Bridge
Debt.
FUTURE EXPECTATIONS AND FORWARD LOOKING STATEMENTS
This Annual Report and the information incorporated herein by reference
contains various "forward-looking statements" within the meaning of Federal and
state securities laws, including those identified or predicated by the words
"believes," "anticipates," "expects," "plans," or similar expressions. Such
statements are subject to a number of uncertainties that could cause the actual
results to differ materially from those projected. Such factors include, but
are not limited to, those described under "Item 1. Description of Business -
Risk Factors". Given these uncertainties, readers of this Annual Report are
cautioned not to place undue reliance upon such statements.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had unrestricted cash and cash
equivalents of $1.5 million, only a slight decrease from September 30, 1995.
During the year ended September 30, 1996, $.3 million of cash was used in
operations versus $.7 million provided by operations in 1995. The change is
primarily due to decreased net income and cash used to build inventories,
partially offset by an increase in amortization and depreciation. The Company
added $1.8 million to fixed assets, consisting primarily of software
development for MegaMania and hardware for MegaMania player stations and game
operation. Financing activities which funded the investing activities
consisted of a private placement of stock in February-March 1996 which
generated $1.0 million in proceeds and a Bridge Debt placement in August 1996
which generated $.8 million in gross proceeds. In connection with the Bridge
Debt, the Company issued 533,310 warrants to purchase common stock at $8.00 per
warrant, including 173,310 warrants issued to the placement agent in the
transaction. Upon completion of the November placement described below, the
terms of the Bridge Debt warrants were amended to be identical to those issued
in the November placement, including redemption provisions. Additional debt
was incurred to help finance the acquisition of MegaMania player stations of
approximately $.2 million which is due over the next two to three years.
Working capital at September 30, 1996 was $.2 million.
Subsequent to year end, the Company completed a $3.4 million private
placement of its common stock wherein purchasers acquired for $3.00, one share
of common stock and a five-year warrant to acquire another share of common
stock for $8.00. In the November placement, 1.2 million shares were sold and
1.5 million warrants were issued, including 350,000 warrants issued to the
placement agent in the transaction. The warrants are redeemable by the Company
for $.10 if and when the Company's common stock price is greater than $12.00
for 20 consecutive trading days.
The November placement generated net cash proceeds of approximately $2.1
million in addition to repaying the outstanding Bridge Debt of $.8 million.
The proceeds of the November placement will be used by the Company to expand
its MegaMania network through the purchase and installation of additional
MegaMania player stations and related equipment. The proforma effects of the
November
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placement are reflected on the consolidated balance sheet under the columnar
heading "proforma." The Company also has available $50,000 on a $100,000 line
of credit with a financial institution.
The Company has plans to utilize the proceeds from the November placement
to install an additional estimated 1,000 MegaMania player stations. The
Company's ability to achieve this plan is dependent upon the performance of
existing installations and new installations, competition, continued demand for
the MegaMania game product and a lack of barriers from possible regulatory
changes, as well as other risk factors discussed under Item 1., "Description of
the Business - Risk Factors."
INFLATION AND OTHER COST FACTORS
The Company's operations have not been, nor are they expected to be,
materially affected by inflation. However, the Company's operational expansion
is affected by the cost of hardware components, which are not considered to be
inflation sensitive, but rather sensitive to changes in technology and
competition in the hardware markets. In addition, the Company expects it will
continue to incur increased legal and other similar costs associated with
compliance with regulatory requirements and the uncertainties present in the
operating environment in which the Company conducts its business.
ACCOUNTING PRONOUNCEMENTS
See Note 1 of the Notes to Consolidated Financial Statements regarding
newly issued accounting pronouncements.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to report to be signed on
its behalf by the undersigned hereunto duly authorized.
MULTIMEDIA GAMES, INC.
Dated: January 14, 1997 By: /s/ GORDON T. GRAVES
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Gordon T. Graves
Chairman of the Board and
Chief Executive Officer
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