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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 quarterly period ended: August 31, 2001
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: 0-23588
PAUL-SON GAMING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | | 88-0310433 (I.R.S. Employer Identification No.) |
1700 S. Industrial Road, Las Vegas, Nevada (Address of principal executive offices) | | 89102 (Zip Code) |
(702) 384-2425
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 / /
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
3,449,757 shares of Common Stock, $0.01 par value, as of October 11, 2001
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAUL-SON GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
AUGUST 31, 2001 and MAY 31, 2001
ASSETS
| | August 31, 2001
| | May 31, 2001
|
---|
CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | $ | 887,896 | | $ | 887,895 |
| Trade receivables, less allowance for doubtful accounts of $350,000 and $350,000 | | | 1,844,657 | | | 2,437,988 |
| Inventories, net | | | 2,743,190 | | | 3,066,534 |
| Prepaid expenses | | | 253,353 | | | 177,867 |
| Other current assets | | | 63,651 | | | 54,614 |
| |
| |
|
| | Total current assets | | | 5,792,747 | | | 6,624,898 |
| |
| |
|
PROPERTY AND EQUIPMENT, net | | | 8,167,924 | | | 8,463,329 |
| |
| |
|
OTHER ASSETS | | | 852,141 | | | 843,866 |
| |
| |
|
| | $ | 14,812,812 | | $ | 15,932,093 |
| |
| |
|
LIABILITIES AND STOCKHOLDERS' EQUITY
| |
| |
| |
---|
CURRENT LIABILITIES | | | | | | | |
| Current maturities of long-term debt | | $ | 130,126 | | $ | 403,404 | |
| Accounts payable | | | 1,075,945 | | | 1,550,143 | |
| Accrued expenses | | | 874,691 | | | 930,655 | |
| Customer deposits | | | 92,068 | | | 100,941 | |
| Income taxes payable | | | 11,389 | | | 15,546 | |
| |
| |
| |
| | Total current liabilities | | | 2,184,219 | | | 3,000,689 | |
| |
| |
| |
LONG-TERM DEBT, net of current maturities | | | 475,392 | | | 496,842 | |
| |
| |
| |
Commitments and contingencies | | | — | | | — | |
| | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | |
| Preferred stock, authorized 10,000,000 shares, $.01 par value, none issued and outstanding | | | — | | | — | |
| Common stock, authorized 30,000,000 shares, $.01 par value, issued: 3,477,050 shares as of August 31, 2001 and May 31, 2001 | | | 34,771 | | | 34,771 | |
| Additional paid-in capital | | | 13,652,936 | | | 13,652,936 | |
| Accumulated deficit | | | (1,338,726 | ) | | (1,057,365 | ) |
| Less: Treasury stock, at cost, 27,293 shares | | | (195,780 | ) | | (195,780 | ) |
| |
| |
| |
| | Total stockholders' equity | | | 12,153,201 | | | 12,434,562 | |
| |
| |
| |
| | $ | 14,812,812 | | $ | 15,932,093 | |
| |
| |
| |
See notes to condensed consolidated financial statements.
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PAUL-SON GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
| | Three Months Ended August 31,
| |
---|
| | 2001
| | 2000
| |
---|
Revenues | | $ | 4,528,852 | | $ | 5,309,447 | |
Cost of revenues | | | 3,585,377 | | | 4,049,411 | |
| |
| |
| |
| Gross profit | | | 943,475 | | | 1,260,036 | |
Selling, general and administrative expenses | | | 1,208,468 | | | 1,487,951 | |
| |
| |
| |
| Operating loss | | | (264,993 | ) | | (227,915 | ) |
Other income | | | 4,480 | | | 23,301 | |
Interest expense | | | (20,848 | ) | | (62,378 | ) |
| |
| |
| |
Loss before income taxes | | | (281,361 | ) | | (266,992 | ) |
Income tax (expense) benefit | | | — | | | — | |
| |
| |
| |
| Net loss | | $ | (281,361 | ) | $ | (266,992 | ) |
| |
| |
| |
Loss per share: | | | | | | | |
| Basic | | $ | (0.08 | ) | $ | (0.08 | ) |
| Diluted | | $ | (0.08 | ) | $ | (0.08 | ) |
See notes to condensed consolidated financial statements.
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PAUL-SON GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Three Months Ended August 31,
| |
---|
| | 2001
| | 2000
| |
---|
Cash Flows from Operating Activities | | | | | | | |
| Net loss | | $ | (281,361 | ) | $ | (266,992 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | |
| | Depreciation and amortization | | | 218,842 | | | 258,177 | |
| | Provision for doubtful accounts | | | 3,532 | | | 63,242 | |
| | Provision for inventory obsolescence | | | — | | | 60,000 | |
| | Loss on sale/disposal of assets | | | 1,011 | | | — | |
| Change in operating assets and liabilities: | | | | | | | |
| | Accounts receivable | | | 589,799 | | | 92,315 | |
| | Inventories | | | 323,344 | | | 441,975 | |
| | Other current assets | | | (84,523 | ) | | (18,410 | ) |
| | Accounts payable and accrued expenses | | | (530,162 | ) | | 76,750 | |
| | Other assets | | | (8,275 | ) | | (120,291 | ) |
| | Customer deposits | | | (8,873 | ) | | 130,037 | |
| | Income taxes payable | | | (4,157 | ) | | 15,145 | |
| |
| |
| |
| | Net cash provided by operating activities | | | 219,177 | | | 731,948 | |
| |
| |
| |
Cash Flows from Investing Activities | | | | | | | |
| Proceeds received on sale of property and equipment | | | 81,971 | | | — | |
| Purchase of property and equipment | | | (6,419 | ) | | (161,727 | ) |
| |
| |
| |
| | Net cash used in (provided by) investing activities | | | 75,552 | | | (161,727 | ) |
| |
| |
| |
Cash Flows from Financing Activities | | | | | | | |
| Purchases of treasury stock | | | — | | | (7,050 | ) |
| Proceeds from the issuance of long-term notes | | | — | | | 39,452 | |
| Principal payments on short-term/long-term borrowings | | | (294,728 | ) | | (379,404 | ) |
| |
| |
| |
| | Net cash used in financing activities | | | (294,728 | ) | | (347,002 | ) |
| |
| |
| |
| | Net increase in cash and cash equivalents | | | 1 | | | 223,219 | |
Cash and cash equivalents, beginning of period | | | 887,895 | | | 2,071,952 | |
| |
| |
| |
Cash and cash equivalents, end of period | | $ | 887,896 | | $ | 2,295,171 | |
| |
| |
| |
Supplemental cash flow information: | | | | | | | |
| Operating activities include cash payments for interest and income taxes as follows: | | | | | | | |
| | Interest paid | | $ | 20,848 | | $ | 62,378 | |
| | Income taxes paid | | | 4,157 | | | — | |
See notes to condensed consolidated financial statements.
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NOTE 1—NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Paul-Son Gaming Corporation, including its subsidiaries (collectively "Paul-Son" or the "Company"), is a leading manufacturer and supplier of casino table game equipment in the United States. The Company's products include casino chips, table layouts, playing cards, dice, gaming furniture, table accessories and other products which are used with casino table games such as blackjack, poker, baccarat, craps and roulette. The Company sells its products in every state in which casinos operate in the United States and in various countries throughout the world.
Basis of Consolidation and Presentation
The condensed consolidated financial statements include the accounts of Paul-Son and its wholly-owned subsidiaries, Paul-Son Gaming Supplies, Inc. ("Paul-Son Supplies"), Paul-Son Mexicana, S.A. de C.V. and Authentic Products, Inc. All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the Company's annual audited consolidated financial statements and related notes included in the Company's Form 10-K for the year ended May 31, 2001.
The condensed consolidated balance sheet as of August 31, 2001 and statements of operations and cash flows for the three month periods ended August 31, 2001 and 2000 are unaudited, but in the opinion of management, reflect all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for an interim period are not necessarily indicative of the results for the full year.
A summary of the Company's significant accounting policies follows:
Cash and Cash Equivalents
The Company considers all highly liquid investments and repurchase agreements with maturities of three months or less to be cash and cash equivalents.
Accounts Receivable and Customer Deposits
The Company performs ongoing credit evaluations of its customers and generally requires a fifty percent deposit for manufactured or purchased products at the discretion of management. These customer deposits are classified as a current liability on the balance sheet. The Company maintains an allowance for doubtful accounts, and charges against the allowance have been within management's expectations.
Inventories
Inventories are stated at the lower of cost or market, net of reserves for slow-moving, excess and obsolete items. Cost is determined using the first-in, first-out method.
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Property and Equipment
Property and equipment are stated at cost, net of depreciation. Depreciation is computed primarily on the straight-line method for financial reporting purposes over the following estimated useful lives:
| | Years
|
---|
Buildings and improvements | | 18-27 |
Furniture and equipment | | 5-10 |
Vehicles | | 5-7 |
Other Assets
Included in other assets are goodwill, which is being amortized on a straight-line basis over 20 years, and patent rights costs, which are being amortized over 5 years.
Revenue Recognition
Substantially all revenue is recognized when products are shipped to customers. The Company typically sells its products with payment terms of net 30 days or less.
Income Taxes
The Company uses Statement of Financial Accounting Standards ("SFAS") No. 109 for financial accounting and reporting for income taxes. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the current year.
A deferred tax liability or asset is recognized for the estimated future tax effects, based on provisions of the enacted law, attributable to temporary differences and carryforwards.
Foreign Transactions
Sales outside of the United States are not significant and substantially all transactions occur in United States dollars.
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 and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the depreciable life of assets and the allowance for doubtful accounts receivable and slow-moving, excess and obsolete inventories. Actual results could differ from those estimates.
Recently Issued Accounting Guidance
In June 2001, the Financial Accounting Standards Board ("FASB") issued two new pronouncements: Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 prohibits the use of the pooling-of interest method for business combinations initiated after June 30, 2001 and also applies to all business combinations accounted for by the purchase method that are completed after June 30, 2001. There are also transition provisions that apply to business combinations completed
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before July 1, 2001, that were accounted for by the purchase method. SFAS 142 is effective for fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized in an entity's statement of financial position at that date, regardless of when those assets were initially recognized. The Company is currently evaluating the impact that these standards will have on its financial statements.
NOTE 2—INVENTORIES
Inventories consist of the following:
| | August 31, 2001
| | May 31, 2001
|
---|
Raw materials | | $ | 1,364,967 | | $ | 1,403,777 |
Work in process | | | 154,304 | | | 229,199 |
Finished goods | | | 2,223,919 | | | 2,433,558 |
| |
| |
|
| | | 3,743,190 | | | 4,066,534 |
Less inventory reserves | | | 1,000,000 | | | 1,000,000 |
| |
| |
|
| | $ | 2,743,190 | | $ | 3,066,534 |
| |
| |
|
NOTE 3—LONG-TERM DEBT
Long-term debt consists of the following:
| | August 31, 2001
| | May 31, 2001
|
---|
Note payable to bank in monthly installments of $18,118, including interest of 8.87%, paid in full September 14, 2001 | | $ | 20,039 | | $ | 216,815 |
Note payable to bank in monthly principal installments of $13,889 plus interest of 9.75%, paid in full August 15, 2001 | | | — | | | 69,444 |
Various notes payable to finance company, interest at 2% to 5%, with principal and interest payments of approximately $1,125 due monthly through July 2003 | | | 25,770 | | | 29,047 |
Capital lease obligation payable for equipment, variable interest (approximately 9% at August 31, 2001), payable in monthly installments of approximately $12,250 through March 2006, collateralized by a second security interest on principally all Company assets | | | 559,709 | | | 584,940 |
| |
| |
|
| | | 605,518 | | | 900,246 |
Less current portion | | | 130,126 | | | 403,404 |
| |
| |
|
| | $ | 475,392 | | $ | 496,842 |
| |
| |
|
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NOTE 4—EARNINGS PER SHARE
The following table provides a reconciliation of basic and diluted loss per share as required by SFAS No. 128, "Earnings per Share":
| | Basic
| | Dilutive Stock Options
| | Diluted
| |
---|
For the 3 month period ended August 31, 2001 | | | | | | | | | |
Net loss | | $ | (281,361 | ) | | | $ | (281,361 | ) |
Weighted Average Shares | | | 3,449,757 | | — | | | 3,449,757 | |
Per Share Amount | | $ | (0.08 | ) | | | $ | (0.08 | ) |
For the 3 month period ended August 31, 2000 | | | | | | | | | |
Net loss | | $ | (266,992 | ) | | | $ | (266,992 | ) |
Weighted Average Shares | | | 3,452,647 | | — | | | 3,452,647 | |
Per Share Amount | | $ | (0.08 | ) | | | $ | (0.08 | ) |
There were 12,500 dilutive stock options for the three months ended August 31, 2001. However, these dilutive stock options were not included in the computation of net loss per share as their effect would be antidilutive. For the three months ended August 31, 2000, there were no dilutive stock options.
The Company has granted certain stock options to purchase common stock which had an exercise price greater than the average market price. These antidilutive options have been excluded from the computation of diluted net loss per share for the three months ended August 31, 2001 and 2000. These outstanding antidilutive options for the three months ended August 31, 2001 and 2000 were approximately 500,000 and 530,000.
NOTE 5. BUSINESS SEGMENTS
SFAS No. 131 requires public business enterprises to report selected reporting information about operating segments in annual financial statements and requires public business enterprises to report selected information about operating segments in interim financial reports. The Company's reportable segments have been identified as follows:
- •
- Sale of Gaming Supply Products to New Casino Openings—Significant sales of products to casinos which opened during the fiscal year, the majority of which sales are not replaced on a regular, recurring basis.
- •
- Sale of Gaming Supply Products to Established Casinos—Sales of products to casino customers which had opened prior to the fiscal year and are principally considered on-going, recurring sales.
The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies." The Company evaluates the performance of each segment by allocating certain overhead expenses to the segments based on management's estimates. The following
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information represents the disclosure requirements and information management utilizes in measuring the profit or loss of each significant segment:
The table below presents information about the reported operating income of the Company for the three-month periods ended August 31, 2001 and 2000. Asset information by reportable segment is not reported since no segregation of assets exists between segments.
2001
| | Product Sales— New Casino Openings
| | Product Sales— Established Casinos
| | Consolidated totals
| |
---|
Revenues | | — | | $ | 4,528,852 | | $ | 4,528,852 | |
Operating loss | | — | | $ | (264,993 | ) | $ | (264,993 | ) |
| |
| |
| |
| |
2000
| | Product Sales— New Casino Openings
| | Product Sales— Established Casinos
| | Consolidated totals
| |
---|
Revenues | | $ | 553,687 | | $ | 4,755,760 | | $ | 5,309,447 | |
Operating loss | | $ | (17,395 | ) | $ | (210,520 | ) | $ | (227,915 | ) |
| |
| |
| |
| |
Corporate expenses and certain overhead expenses have been allocated to each segment based on management's estimate of the segment's utilization of the resources or expenses. During the three-month periods ended August 31, 2001 and 2000, management estimated gross margins of the reportable segments to be equal. However, management's estimation used in the operating income (loss) for the segments' overhead and corporate expenses was 90% from product sales to established casinos and 10% from product sales to new casino openings.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Paul-Son is a leading manufacturer and supplier of casino table game equipment in the United States. The Company's products include casino chips, table layouts, playing cards, dice, gaming furniture, and miscellaneous table accessories such as chip trays, drop boxes, and dealing shoes, which are used in conjunction with casino table games such as blackjack, poker, baccarat, craps and roulette. The Company is headquartered in Las Vegas, Nevada, with its primary manufacturing facilities located in San Luis, Mexico and sales offices in Las Vegas, Nevada, and Atlantic City, New Jersey. The Company sells its products in every state in which casinos operate in the United States and in various countries throughout the world.
RESULTS OF OPERATIONS
Comparison of Operations for the Three Months Ended August 31, 2001 and August 31, 2000
Revenues. For the three months ended August 31, 2001, revenues were approximately $4.5 million, a decrease of approximately $781,000, or 15%, versus revenues of approximately $5.3 million for the three months ended August 31, 2000. The decrease in revenues for the 2001 period was caused principally by the absence of sales from new casino openings and expansions during the three months ended August 31, 2001 as compared to the three months ended August 31, 2000. During the three months ended August 31, 2000, casino chip and furniture revenues from new casino openings accounted for approximately $554,000. During the same three month period ended August 31, 2001, there were no significant new casino openings or expansions. Sales of consumable table game supplies also declined during the three months ended August 31, 2001, compared to the three months ended August 31, 2000. Sales of products manufactured by the Company totaled approximately $4.1 million in the 2001 period versus approximately $4.7 million in the same period of the prior year.
Cost of Revenues. Cost of revenues, as a percentage of sales, increased to 79.2% for the three months ended August 31, 2001 as compared to 76.3% for the three months ended August 31, 2000. This decline in the gross margin for the three months ended August 31, 2001 occurred primarily due to 1) an increase in costs to operate the Company's Mexican manufacturing plant as inflationary costs were not offset by a devaluation of the Mexican peso and 2) the underabsorption of fixed manufacturing overhead costs as production levels, primarily a function of sales volume, were less than the previous year's three month period.
Gross Profit. Gross profit for the three months ended August 31, 2001 decreased in absolute dollars by approximately $317,000 from the comparable period in the prior year. The gross margin percentage declined from 23.7% in the three months ended August 31, 2000 to 20.8% in the three months ended August 31, 2001. These declines resulted from the aforementioned decrease in revenues and the increase in the cost of revenues as a percentage of sales.
Selling, General and Administrative Expenses. For the three months ended August 31, 2001, selling, general and administrative ("SG&A") expenses decreased approximately $279,000 or 19%, compared to the comparable period of the prior year. Reductions in sales-related personnel costs, as well as sales office costs, occurred throughout the fiscal year ended May 31, 2001 and were principally the cause of the aforementioned decrease. Additionally, bad debt expense decreased $60,000 versus the prior year quarter ended August 31, 2000 based on favorable results with the collection of receivables.
Interest Expense. For the three months ended August 31, 2001, interest expense decreased to approximately $21,000 from approximately $62,000 in the 2000 period. This decrease was due to a reduction in average borrowings outstanding during the three months ended August 31, 2001.
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Other Income. For the three months ended August 31, 2001, other income decreased to approximately $4,000 from approximately $23,000 in the 2000 period. This decrease was due principally to nonrecurring gains realized in the 2000 period from the sale of certain non-operating assets.
Net Loss. For the three months ended August 31, 2001 the Company incurred a net loss of approximately $281,000, which net loss was approximately $14,000 greater than the net loss of approximately $267,000 for the three months ended August 31, 2000. The larger net loss was primarily due to the aforementioned decrease in revenues, gross profit margin percentages and other income offset, in part, by the decrease in SG&A expenses. Net loss per basic and diluted share was $.08 for the three months ended August 31, 2001 and 2000.
MATERIAL CHANGES IN FINANCIAL CONDITION
Liquidity and Capital Resources
Overview. Management believes that the combination of cash flow from operations and cash on hand will provide sufficient liquidity on a short-term basis to fund routine operating expenses. On a long-term basis, management of the Company believes that, depending on future cash flow from operations, the Company may be required to secure additional financing. However, to fund any non-ordinary course of business expenditures, such as the transactional costs relating to the potential combination transaction currently under discussion (See Annual Report on Form 10-K for the Year Ended May 31, 2001, Part I, Item 1. "Business—Recent Developments" (the "Form 10-K")), the Company will be required to obtain additional sources of cash other than the Company's projected cash flows. As disclosed in the Form 10-K, the Company has two of its buildings for sale, its Las Vegas Headquarters and a vacant facility in San Luis, Mexico. In the event the Company is unable to sell either of these buildings and the need for non-ordinary course of business expenditures arises, the Company believes that it will be able to use the Las Vegas Headquarters as collateral to obtain credit facilities that will provide the necessary cash sources. However, there is no assurance that the Company will be able to sell either of the buildings currently for sale on terms and conditions acceptable to the Company or at all, and there is no assurance that should the Company require loans utilizing the Las Vegas Headquarters as collateral that such loans will be obtainable on terms and conditions acceptable to the Company or at all.
Working Capital. Working capital totaled approximately $3.6 million at August 31, 2001 and May 31, 2001.
Cash Flow. Operating activities provided approximately $219,000 in cash during the three months ended August 31, 2001, as compared to operating cash provided of approximately $732,000 during the same period in the prior year. The primary operational sources of cash during the period were related to reductions of inventory and accounts receivable balances of approximately $913,000. These sources of cash were offset, in part, by decreases in accounts payable and accrued expenses of approximately $530,000 and a net loss before depreciation of approximately $62,000. Overall the Company's cash balance remained the same from May 31, 2001 to August 31, 2001.
Secured Debt. In November 1997, the Company obtained a $1.8 million loan from Norwest Bank. The proceeds were used in acquiring certain real estate in San Luis, Mexico, and certain equipment to be used principally in the Company's manufacturing processes. The $1.8 million note was paid in full in September 2001. Additionally, in October 1998, the Company obtained an additional $500,000 note to acquire additional playing card equipment. The $500,000 note was paid in full on August 14, 2001.
Recently Issued Accounting Guidance. In June 2001, the Financial Accounting Standards Board ("FASB") issued two new pronouncements: Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 prohibits the use of the pooling-of interest method for business combinations initiated after
11
June 30, 2001 and also applies to all business combinations accounted for by the purchase method that are completed after June 30, 2001. There are also transition provisions that apply to business combinations completed before July 1, 2001, that were accounted for by the purchase method. SFAS 142 is effective for fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized in an entity's statement of financial position at that date, regardless of when those assets were initially recognized. The Company is currently evaluating the impact that these standards will have on its financial statements.
Statement on Forward-Looking Information
Certain information included herein contains statements that may be considered forward-looking, such as statements relating to anticipated performance and financing sources. Any forward-looking statement made by the Company necessarily is based upon a number of estimates and assumptions that, while considered reasonable by the Company, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company, and are subject to change. Actual results of the Company's operations may vary materially from any forward-looking statement made by or on behalf of the Company. Forward-looking statements should not be regarded as a representation by the Company or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, those relating to dependence on existing management, gaming regulation (including action affecting licensing), leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions and changes in federal or state tax laws or the administration of such laws. For example, the gaming industry is directly impacted by changes to the airline, travel and lodging market segments. As a manufacturer and supplier of casino gaming equipment, we rely on the purchases of consumable table games supplies by casinos in gaming resort cities. The terrorist attacks of September 11, 2001 have resulted in a substantial drop-off in hotel guest occupancy and gaming play in major resort cities such as Las Vegas and Atlantic City. A prolonged drop-off in the gaming industry resulting from such terrorist attacks will have a material adverse effect on the Company's business and results of operations.
For a summary of additional factors affecting forward-looking information, see the Company's annual report on Form 10-K for the year ended May 31, 2001, Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations—Statement on Forward-Looking Information."
Note: Dollar amounts have been rounded for narrative purposes while the percentages were calculated using actual amounts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has certain fixed-rate and a variable rate capital lease which it believes to have fair values that approximate reported amounts. The Company believes that any market risk arising from these financial instruments is not material.
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PART II.
ITEM 5. OTHER INFORMATION
As reported on the Company's Form 8-K dated December 11, 2000, the common stock of the Company was listed on the Nasdaq SmallCap Market as of that date. All references in the Company's Form 10-K to the Nasdaq National Market should be read as the Nasdaq SmallCap Market.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | PAUL-SON GAMING CORPORATION |
| | | |
Date: October 12, 2001 | | By: | /s/ ERIC P. ENDY Eric P. Endy, Chairman of the Board, Treasurer, and Chief Executive Officer (Duly Authorized Officer) |
| | | |
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PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSCONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKPART II.ITEM 5. OTHER INFORMATIONSIGNATURES